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AG 07-016 RETURN TO: Lr�1 - EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/SWR 2. ORIGINATING STAFF PERSON:ROB VAN ORSOW EXT:2770 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT(AG#):07-016 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME:LITTER CONTROL PROGRAM 6. NAME OF CONTRACTOR:VADIS ADDRESS:1701 ELM ST.,SUMNER,WA 98390 TELEPHONE:253.836.5173 E-MAIL:WAYNE @VADIS.ORG FAX: SIGNATURE NAME:CHRISTOPHER CHRISTIAN TITLE:EXEC DIRECTOR 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS PROOF OF AUTHORITY TO SIGN IL REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE#00-102-054 BL,EXP. 12/31/12 UBI#600-416-967 ,EXP.5/2/14 I(Le na►�c. 8. TERM: COMMENCEMENT DATE:JANUARY 1,2013 COMPLETION DATE:DECEMBER 31,2014 9. TOTAL COMPENSATION:ADD$103,080 OVER TWO YEARS,WHICH TOTALS$400,908 FOR AG TERM(INCL.EXPENSES AND SALES TAX) ([F CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY ❑ PURCHASING: PLEASE CHARGE To: 106-3200-250-537-10-480=$49,993.80 (ANNUAL AMOUNT EACH YEAR:2013&2014) 401-3100-640-542-45-480=$1,546.20 (ANNUAL AMOUNT EACH YEAR:2013&2014) 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIVISION MANAGER V T_ 9/S /12. DEPUTY DIRECTOR � °1 S [L DIRECTOR L/L/O�'j 9 //f( Z ❑ RISK MANAGEMENT (IF APPLICABLE) )irf LAW DEPT OW- 9//V l/z 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: /1Z /17-- DATE REC'D: /Za//2- ❑ ATTACH: SIGNATURE AUTHORITY,INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED LAW DEPT r7/'1Z-12/ SIGNATORY(MAYOR OR DIRECTOR) _CO/Y-46-1 CITY CLERK 07-01 2 ASSIGNED AG# AG# SIGNED COPY RETURNED DATE SENT: 12.'13-I 2 ❑RETURN ONE ORIGINAL COMMENTS: THIS AMENDMENT IS ROUTED CONTINGENT ON COUNCIL APPROVAL OF 2013-2014 BUDGET.THIS AMENDMENT EXTENDS THE TERM THROUGH 2014 AT CURRENT COMPENSATION LEVELS. /11 S el IM2 nd Me -Me..f' J 5 4(11,41 DyIG (A ride/- -fine- plu Iris pet i t-1 CS. (j(/�i Aece,C ,e-44/ ( A)cr .c--1-- E.-rh t iee /r.(t rn. D? V U& G re P.jC�(pyr ©fte V�l Uktoe) (4v[d� let to t(oi. Y6 . bd d, ( 11/9 ` CITY OF CITY HALL 33325 Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www crtyoffedera/way.corn AMENDMENT NO. 3 TO MAINTENANCE/LABOR AGREEMENT FOR LITTER CONTROL PROGRAM This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Vadis, a non-profit Washington corporation ("Contractor"). The City and Contractor (together"Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Litter Control Program("Agreement") dated effective March 1,2007,as amended by Amendment No(s). 1 and 2, as follows: 1. AMENDED TERM. The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2014("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit "B-2", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term. Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2010 CITY OF CITY 8thL Federal 1111►ay 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By: r tit! ft & I 1 #1, Skip Priest ayor City Clerk, Carol McN-illy, CMC DATE: 12-13-I Z APPROVED AS TO FORM: City Attorney, Patricia A Richardson VADIS 01, B _ .l.�, �i�'st.' T " hristian,Executive Director 1 01 Elm Street Sumner,WA 98390 (253) 863-5173 DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF PIERCE ) On this day personally appeared before me Christopher Christian,to me known to be the Executive Director of Vadis,that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this /c day of kitAk l7 , 200 ,%••,,,s, A WE /i, aIi,, ,q J�.\ �SgIQW' •es '• " ' (typed/printed name of notary) 4Q�o•�� V;10 • Notary Public in and for the State of Washington. 5° NOTARY `�; My commission expires 9-/--a.26/6 N: PUBLIC ? z / (•, • ;••. ....• • 'e, tWCRO • ' f A ���• k:\contract\2007\07-16c.doc AMENDMENT - 2 - 1/2010 CITY OF CITY HALL Federal Way Federal 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www crtyoffederalway corn EXHIBIT B-2 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Extended Term of the Agreement,the City shall pay the Contractor an additional amount not to exceed One Hundred Three Thousand,Eighty and No/100 Dollars($103.080.00). The total amount payable to Contractor pursuant to the original Agreement,all previous Amendments,and this Amendment shall be an amount not to exceed Four Hundred Thousand,Nine Hundred,Eight and No/100 Dollars($400,908.00). The maximum annual compensation will remain Fifty-One Thousand, Five Hundred Forty and No/100 Dollars ($51,540.00), or a monthly baseline compensation of Four Thousand, Two Hundred Ninety-Five and No/100 Dollars($4,295.00). Current Total Compensation $297,828.00 Per Year Per Month 2013-14 Add. Compensation $103,080.00 $51,540.00 $4,295.00 New Total Compensation $400,908.00 2013-2014 Budget Breakdown by City Object Account $103,080.00 3% $3,092.40 SWM 401--480 97% $99,987.60 SWR 106--480 $103,080.00 AMENDMENT - 3 - 1/2010 Client#: 100009 VADISI ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)9/28/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Verna Rettke Propel Insurance PHONE 800 499-0933 FAX 866.577.1326 Tacoma Commercial Insurance (A/C, °'E"t) (ac,N°): ADDRESS: vrr@propelinsurance.com 1201 Pacific Ave,Suite 1000 INSURER(S)AFFORDING COVERAGE NAIC# Tacoma,WA 98402 INSURERA:Philadelphia Indemnity Ins Comp INSURED INSURER B: Vadis INSURER C: 1701 Elm Street INSURER D: Sumner,WA 98390 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MMroD/YEYYY) (MM/DDIYYYYYY) LIMITS A GENERAL UABIUTY X PHPK925477 10/01/2012 10/01/201A EACH OCCURRENCE $1,000,000 Ep X COMMERCIAL GENERAL LIABILITY PREMISESQEaE nDencel $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 X WA Stop Gap PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $3,000,000 TiPOLICY n JEC7 n LOC $ A AUTOMOBILE LIABILITY PHPK925477 10/01/2012 10/01/2013 EMBIEtS INGLE LIMIT 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) A x UMBRELLA LIAB X OCCUR PHUB397623 10/01/2012 10/01/2013 EACH OCCURRENCE $2,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE $2,000,000 DED RETENTION$ $ WORKERS COMPENSATION WA State Fund TORY STATU-LIMITS ER AND EMPLOYERS'UABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Employee PHPK925477 10/01/2012 10/01/2013 $250,000. Dishonesty $2,500 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) RE:Grounds Maintenance City of Federal Way is named additional insured per the attached endorsement CERTIFICATE HOLDER CANCELLATION City of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ty y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O. Box 9718 ACCORDANCE WITH THE POLICY PROVISIONS. Federal Way,WA 98063 AUTHORIZED REPRESENTATIVE RE _ 4 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S994963/M994959 VRROO Vadis P H PK925477 PI-GLD-HS (04/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy,unless otherwise noted on this endorsement The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. ICoverage Applicable Limit of Insurance Page# Damage to Premises Rented to You $1,000,000 2 Extended Property Damage included 2 Non-Owned Watercraft Less than 58 feet 2 Medical Payments $20,000 2 Medical Payments–Extended Reporting Period 3 years 3 Athletic Activities Amended 3 Supplementary Payments–Bail Bonds $2,500 3 Supplementary Payment–Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employee $25,000 3 Additional Insured-Medical Directors and Administrators Included 3 Additional Insured–Managers and Supervisors Included 3 Additional Insured–Broadened Named Insured Included 3 Additional Insured–Funding Source Included 4 Additional Insured–Home Care Providers • included 4 Additional Insured–Managers, Landlords, or Lessors of Premises Included 4 Additional Insured-Lessor of Leased Equipment–Automatic Status Included 4 When Required in Lease Agreement With You Additional Insured–Grantor of Permits Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 limit 5 Damage to Property You Own, Rent,or Occupy — $30,000 limit ` 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence,Claim or Suit Included 5 Unintentional Failure to Disclose Hazards Included 5 Liberalization Included 6 Bodily Injury–includes Mental Anguish Included 6 Personal and Advertising Injury–includes Abuse of Process, Included 6 Discrimination Key and Lock Replacement–Janitorial Services Client Coverage $5,000 limit 6 Page 1 of 7 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Vadis PHPK925477 PI-GLD-HS (04/07) A. Damacae to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part,the word"fire" is changed to"fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions; b. SECTION III-LIMITS OF INSURANCE, Paragraph 6.; c. SECTION V—DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part,the words"Fire insurance"are changed to"insurance for fire, lightning,explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a SECTION IV-CONAVERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4.Other Insurance, Paragraph b.Excess Insurance 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000;or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning,explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Extended"Property Damage SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions, Paragraph a. is deleted and replaced by the following: a. Expected or Intended Injury "Bodily Injury"or"Property Damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage"resulting from the use of reasonable force to protect persons or property. C. Non Owned Watercraft SECTION I-COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2.Exclusions, Paragraph g.(2)is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person,who with your consent,either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Medical Payments-Limit Increased to$20.000. Extended Reportinca Period Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Vadis PHPK925477 PI-GLD-HS (04/07) If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III-LIMITS OF INSURANCE to the greater of: a. $20,000;or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. COVERAGE C MEDICAL PAYMENTS, Subsection 1.Insuring Agreement,the second part of Paragraph a.is amended to read provided that: (2) The expenses are incurred and reported to us within three years of the date of the accident; E.Athletic Activities SECTION 1—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2.Exclusions, Paragraph e.Athletic Activities is deleted and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. F. Supplementary Payments Under the SUPPLEMENTARY PAYMENTS-COVERAGE A AND B provision, Items 1.b.and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from$250 to$2,500;and 2. The limit for loss of earnings is changed from$250 a day to$500 a day. G. Employee Indemnification Defense Coverage Under the SUPPLEMENTARY PAYMENTS-COVERAGES A AND B provision,the following is added: 3. We will pay, on your behalf, defense costs incurred by an"employee° in a criminal proceeding. The most we will pay for any"employee°who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees", claims or"suits" brought or persons or organizations making claims or bringing"suits". H. SECTION II-WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a.is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators-Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. Page 3 of 7 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Vadis PHPK925477 PI-GLD-HS (04/07) b. Managers and Supervisors- If you are an organization other than a partnership or joint venture,your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. a Broadened Named Insured -Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However,coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured,if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source-Any person or organization with respect to their liability arising out of: (1) Their financial control of you;or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers-At the first Named Insured's option,any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers,Landlords,or Lessors of Premises-Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for"bodily injury","property damage" or "personal and advertising injury"caused, in whole or in part,by your maintenance,operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds,this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a)The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults,street banners or decorations and similar exposures; or Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Vadis PH PK925477 • PI-GLD-HS (04107) (b)The construction, erection,or removal of elevators;or (c)The ownership, maintenance,or use of any elevators covered by this insurance. I. Limited Rental Lease Attreement Contractual Liabiltty The following is added to SECTION I—COVERAGES, COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2.Exclusions, Paragraph b.Contractual Liability. (3) Based on the named insured's request at the time of claim,we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. J. Damage to Pror erty You Own.Rent or Occuov SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions, Paragraph j. Damage to Property, Item(1)is deleted in its entirety and replaced with the following: (1)Property you own, rent,or occupy, including any costs or expenses incurred by you,or any other person,organization or entity,for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. K. Transfer of Rights of Recovery Against Others To Us As a clarification,the following is added to SECTION IV—COMMERCIAL GENERAL LIABLITY CONDITIONS, Paragraph 8.Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. L. Duties in the Event of Occurrence.Claim or Suit 1. The requirement in Paragraph 2.a.of SECTION IV-COIRCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an"occurrence" or an offense,applies only when the"occurrence"or offense is known to: a. You, if you are an individual; b. A partner, if you are a partnership;or c. An executive officer or insurance manager, if you are a corporation. 2. The requirement in Paragraph 2.b.of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or"suit"as soon as practicable will not be considered breached unless the breach occurs after such claim or"suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership;or c. An executive officer or insurance manager, if you are a corporation. Page 5 of 7 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Vadis PH PK925477 PI-GLD-HS (04/07) M. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part,we shall not deny coverage under this Coverage Part because of such failure. N. Liberalization If we revise this endorsement to provide more coverage without additional premium charge,we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. O. Bodily Iniury-Mental Anguish SECTION V—DEFINITIONS, Paragraph 3. is changed to read: "Bodily Injury': a Means bodily injury, sickness or disease sustained by a person,and includes mental anguish resulting from any of these;and b. Except for mental anguish, includes death resulting from the foregoing(Item a. above)at any time. P. Personal and Advertising Injury—Abuse of Process.Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part,the definition of"personal and advertising injury"is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 14.b.is revised to read: b. Malicious prosecution or abuse of process; 2. SECTION V—DEFINITIONS, Paragraph 14. is amended to include the following: "Personal and advertising injury"also means discrimination based on race,color, religion,sex, age or national origin, except when: (1)Done intentionally by or at the direction of, or with the knowledge or consent of: (a)Any insured;or (b)Any executive officer, director, stockholder, partner or member of the insured;or (2)Directly or indirectly related to the employment,former or prospective employment, termination of employment, or application for employment of any person or persons by an insured;or (3)Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured;or (4)Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation,court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. The following additional coverage is added to A.COVERAGE 4.ADDITIONAL COVERAGES: Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Vadis PHPK925477 PI-GLD-HS(04/07) Q, Key and Lock Realacement—Janitorial Services Client Coveraae 1. We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client", up to a $5,000 limit per occurrence/$5,000 policy aggregate. 2. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized represent-tives or any one to whom you entrust the keys of a "client" for any purpose commit,whether acting alone or in collusion with other persons. 3. The following,when used on this coverage, are defined as follows: a. "Client"means an individual,company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" 1. Any natural person: a. While in your service or for 30 days after termination of service; b. Who you compensate directly by salary,wages or commissions;and c. Who you have the right to direct and control while performing services for you; or 2. Any natural person who is furnished temporarily to you: a To substitute for a permanent"employee"as defined in Paragraph 1.above,who is on leave;or b. To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. 3. "Employee"does not mean: a. Any agent, broker, person leased to you by a labor leasing firm,factor, commission merchant, consignee, independent contractor or representative of the same general character;or b. Any"manager",director or trustee except while performing acts coming within the scope of the usual duties of an"employee". c. "Manager"means a person serving in a directorial capacity for a limited liability company. Page 7 of 7 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Business Licensing Service:License Query Search Page 1 of 1 • Contact us • Forms • About us • Home • Start your business • Change or update your business information • How to renew your license Search Business Licenses License Information: Entity Name: VADIS Business Name: VADIS License Type: Washington State Business entity Type: Nonprofit Corporation UBI: 600416967 Business ID:001 Location ID:0001 Status: To check the status of this company,go to Secretary of State and peoartment of Revenue. Location Address: Mailing Address: 1701 ELM ST E 1701 ELM ST E SUMNER,WA,98390-2112 SUMNER,WA,98390-2112 View Additional Locations Status Expires First Issued Licenses Held at this location Sumner General Business Active 09/30/2013 01/01/2002 Registered Trade Names: VADIS GIFT BASKETS Active N/A 04/23/2010 Governing People: CHRISTOPHER CHRISTIAN STEPHEN J TURNER Information Current as of 12/11/2012 5:42AM Pacific Time I New SearciTi This site is limited to searching for business licenses issued through the Washington State Business Licensing Service. • Contact us • Forms • About us • Privacy ©2011 Washington State Department of Revenue and its licensors.All rights reserved. http://bls.dor.wa.gov/LicenseSearch/lgsLicenseDetail.aspx?RefID=2189142 12/11/2012 ��vTO: ��Glh��f'���/ ExT: � � � CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / S��— 2. ORIGINATIIVG STAFF PERSON: �- �� VA l�f O lZ S O�XT: 2� 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) 0 PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS� ❑ �ORDINANCE ❑ RESOLUTION � I,ONTRACT AMENDMENT (AG#): V Z• Ol Gv ❑ INTERLOCAL ❑ OTHER S. PROJECT NAME: (� ��r•r � YL L c1 n! T�. � L.. C� Q, � TL./� I`-` 6. NAME OF CONTRACTOR: J/1 � 1 f ADDRESS: 1�1 O( �� ST,� S�,�.� ���'12_ 9 5�.9� TELEPHONE: 'L53 ���S ��73 E-MAIL: w� ✓ A!� ► S. U FAX: SIGNATURE NAME: G�1-✓C � ST�p P 41�4- ���� S Tl /� TITLE: ��c_+� %�� VI.Z c.'t'0/L 7. EXHIBITS AND ATTACHMENTS: � SCOPE, WORK OR SERVICES ❑ COMPENSATION �.' INSURANC QUIREMENTS/CERTIFICATE �ALL OTHER REFERENCED EXHIBITS �PROOF OF AUTHORITY TO SIGN 1�C REQUIRED LICENS�¢� PRIOR CONTRACT/AME NTS CFW LICENSE # �� "�r�' BL, EXP. 12/31/� iJBI #�(�- ��� ��,T_, EXP. v9 �� � �� �� B. TERM: COMMENCEMENT DATE: � I \��� COMPLETION DATE: �j I R 1 ��"L- �9y�4�+ ��� �S� 9. TOTAL COMPENSATION: � �'L 97 r gj Z S (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: � YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: ��Yo �jZ.oO Z S3� � � �T�c7 � � - 1 � ( � ��'�t7� y o� 3 � � O Gaq-O ��12 4S t} $O �e o 92 .� U lO. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED � 3 � INITIAL / DATE APPROVED � D,�au-..T 1� .T . �r . r.r�� C�I��I� y7�DNISIONMANAGER '1�I�'I�0 � DEPUTYDIRECTOR ������'JQ DIRECTOR `�115� �� 1�' L w DErT a/ao�O 11. COUNCIL APPROVAL (IF APPLICABLE� ���d.—'?5�� � ���r n �� , l �" � �- (� - i� � GI 7J-l:o COMMITTEE APPROVAL DATE: l� COUNCIL APPROVAL DATE: � 12. CONTRACT SIGNATURE ROUTING L'�(SENT TO VENDOR/CONTRACTOR DATE SENT:� � �� � � �� ���� DATE REC'D: � � ' � � �ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, XHIBI S ���G'����'�C � LAW DEPT � I U�� � �Clti� SIGNATORY ��R� ����,f� 78( CITY CLERK �' AssiGrrED AG # � SIGNED COPY RETURNED �N'C�I�E��U'i1V7Ci. �� I TIAL / DATE SIGNED �• �/ /h.� �l le "-- �-- AG# - DATE SENT: ;��21n� 1� 1/9 s " � CI'TY OP CITY NALL F'e d e ra I Wa �� 8th Avenue South � PO Box 9718 y Federaf Way Wa 9$��-��, � (253)835-7Q00 www afyaffederahvay com AMENDMENT NO. 2 TO MAINTENANCE/LABOR AGREEMENT FOR LITTER CONTROL PROGRAM This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Vadis, a non-profit Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Litter Control Program ("Agreement") dated effective March 1, 2007 as amended by Amendment No. 1 dated effective January 14, 2009, as follows: 1. AMENDED TERM. T'he term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2012 ("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 2 of Amendment No. 1 dated effective January 14, 2009, shall be amended to change the total compensation the City shall pay the Contractor by an additional amount not to exceed One Hundred Three Thousand, Eighty and No/100 Dollars ($103,080.00). The total amount payable to Contractor pursuant to the original Agreement, First and this Second Amendments shall be an amount not to exceed Two Hundred Ninety-Seven Thousand, Eight Hundred Twenty-Eight and No/100 Dollars ($297,828.00). The maximum annual compensation will remain Fifty-One Thousand, Five Hundred Forty and No/100 Dollars ($51,540.00) or a monthly baseline compensation of Four Thousand, Two Hundred Ninety-Five and No/100 Dollars ($4,295.00). Except as otherwise provided in the attached E�ibit "B-1", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. The amount of compensation, as referenced by Section 2 of the Agr°eement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Ea�hibit "B-1 ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly ar flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. T'he provisions of Section 17 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. AMENDMENT - 1 - 1/2010 i � • i>,.. ,.. � .. o CITY HALL ���� 33325 8th Avenue South • PO Box 9718 Federai Way. WA 98063-9718 (253) 835-7�D wtivw crtyoifederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Brian Wilso ity Manager/Police Chief DATE: /v!l�faJ/J VADIS , �� ,. _ B f � �."J Y• Christopher 'stian, xecutive Director 1701 Elm Street Sumner, WA 98390 (253)863-5173 ATTEST: City Clerk, Carol Mc eilly, C APPROVED AS TO FORM: City Attorney, Patricia A Richardson E. ,�t�R1' �w. ��� STATE OF WASHINGTON COUNTY OF PIERCE ) ) ss. ) Of On this day personally appeared before me Christopher Christian, to me known to be the Executive Director of Vadis, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this ca�� day of , 20jj�. �.--�' � � (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires��'/. ; ,?,S „?�/� K:\CONTRACT12007\07-16b.doc AMENDMENT - 2 - 1/2010 . � � .� � • CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way. WA 98Q63-9718 (253)835-7Q00 wwrv atyolfederahvay com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Extended Term of the Agreement, the City shall pay the Contractor an additional amount not to exceed One Hundred Three Thousand, Eighty and No/ 100 Dollars ($103.080.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Two Hundred Ninety-Seven Thousand, Eight Hundred Twenty-Eight and No/100 Dollars ($297,828.00). The maximum annual compensation will remain Fifty-One Thousand, Five Hundred Forty and No/100 Dollars ($51,540.00), or a monthly baseline compensation of Four Thousand, Two Hundred Ninety-Five and No/100 Dollars ($4,295.00). Current Total Compensation Add for 2011-2012 New Total Compensation $194,'748.00 $103,080.00 $297,828.00 Per Year Per Month $51,540.00 $4,295.00 2011-2012 Budget Breakdown by Object Account $103,080.00 3% $3,092.40 SWM 401--480 97% $99,987.60 SWR 106--480 $103,080.00 AMENDMENT - 3 - 1/2010 IJ RETURN TO: C}l1~W1lLl. ~ CITY OF FEDERAL WAY LAW DEPARTMENT 1. 2. 4. 5. 6. 7. 8. 9. 10. 11. REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPT.IDIV: --11N } b W f( I ORIGINATINGSTAFFPERSON:~ VtlV\.. GrD~EXT: '),;110 3. DATEREQ.BY: TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT o SECURITY DOCUMENT (E.G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G.,RFB,RFP,RFQ) 0 { , '" ,t.CONTRACT AMENDMENT AG#: {)7 - It/ o CDBG o OTHER S.Q))\?L'~ NAME OF CONTRACTOR: ADDRESS: li 0 SIGNATURE NAME: b TELEPHONE 2.5B':!.lP'?? 17~ TITLE E\ce c.u.-t\l r~ 1)'1 (p_c.rn-r ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT 0!1 INSURANCE CERTIFICATE )i:! DOCUMENT AUT;Y:RIZ~G SIGNATURE L CITYLIQ10../02.D'5"4 -&L. EXPDATE I 01 ~ STATELIC (JOt) L.}-/~ 4l.Pl EXPDATE q 30/oct TERM: COMMENCEMENT DATE: 3/, I () 7 COMPLETION DATE: , 'J.. J 31 J fi) ql,{p(,~ + IO~J080 TOTAL COMPENSATION $ I q ~ 1 Lf ~ . tf) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR C GE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY ,% PURCHASING: PLEASE CHARGE TO: IOlc,3{)"()().~~ l?J?J"7 ,JO,J./-W tltt::tq,QQ7,{oO VI. 31t>O.& .0Jf~.4?,4~O $ ~ Dq~.4D CONTRACT REVIEW l ... \ TIALIDATEAPPROVED .t:nATEA~PROVED ~PROJECTMANAGER I']. \1 I It-f t-~ CA.....-- , 1 ~ 0<6 ~DIRECTOR 1~1'b ...' o RISK MANAGEMENT (IF APPLICABLE) ~LAW It!,q ) 1Z-\1fi ~V~~ ~/~ ..,sONTRACT SIGNA... TURE l}OUTING -G-LAWDEPARTMENT l1-13} ~CITYMANAGER \/I~ ~ CITY CLERK lJlt.\ 'g SIGN COPY BACK TO ORGINATING DEPT. ~ASSIGNEDAG# 01-01 LP ~ =1;::: n(ZZ S~L J'li)k ....... t"\.(1.-C) M^.IL~B 12../ BD RTND~ INITIALIDATE APPROVED COMMENTS i ~ ~V~ FIRST AMENDMENT TO MAINTENANCEILABOR AGREEMENT FOR LITTER CONTROL PROGRAM This First Amendment ("Amendment") is dated effective this 1st day of January, 2009, and is entered into by and between the City of Federal Way, a Washington municipal corporation ("City"), and Vadis, a non- profit corporation ("Contractor"). A. The City and Contractor entered into a MaintenanceILabor Agreement dated effective March 1, 2007 whereby Contractor agreed to provide Litter Control Program services ("Agreement"). B. Section 17.2 of the Agreement provided that the Agreement may only be amended by written agreement signed by the parties. C. The City and the Contractor desire to amend the Agreement to continue the Services described in Section 1 of the Agreement by extending the term of the Agreement, and increasing the compensation paid to the Contractor. NOW, THEREFORE, the parties agree to the following terms and conditions: 1. Term. Section 2 of the Agreement shall be amended to extend the term of the Agreement until December 31, 2010. 2. Compensation. In consideration of Contractor continuing to provide the Services described in Section 1 of the Agreement during the extended term of the Agreement, Section 4.1 shall be amended to increase the compensation paid to the Contractor by an additional amount not to exceed One-hundred Three- thousand Eighty and nollOO Dollars ($103,080.00). The total amount payable to Contractor pursuant to the original Agreement and this First Amendment shall be an amount not to exceed One-hundred Ninety-four Thousand Seven-hundred Forty-eight and no/l 00 Dollars ($194,748.00). Exhibit B of the agreement shall be amended to set the maximum annual compensation at Fifty One Thousand Five Hundred Forty and NollOO Dollars ($51,540.00) and a monthly baseline compensation of Four Thousand Two Hundred Ninety Five and Noll 00 Dollars ($4,295.00). 3. Ratification. Any act done by either party consistent with the authority of the Agreementafter~'p. revious expiration date and prior to the effective date of this amendment, is hereby ratified as havingbeenperfo$led under the Agreement as it existed prior to this amendment. . 4. Full Force and Effect. , '. All other terms and conditions of the Agreement not modified by this Aniendrttent shall remain in full force and effect. - 1 - DATED the effective date set forth above. By: CI~DERAL WAY c:-? /p/4 Cary M. Roe, P. E. Assistant City Manager/Chief Operating Officer Emergency Manager 33325 8th Ave S PO BOX 9718 Federal Way, WA 98063-9718 ATTEST: APPROVED AS TO FORM: ~-7~ City Attorney, Patricia A. Richardson By: o her ChristIan, Executive Director 1701 m Street Sumner, W A 98390 (253) 863-5173 STATE OF WASHINGTON ) ) ss. COUNTY OF PIERCE ) On this day personally appeared before me Christopher Christian, to me known to be the Executive Director of Vadis that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if ~y, is the corporate seal of said corporation. , i GIVEN my hand and official seal this .q / day of /t ~~ - \\,,,'U""",,,, ~ ."" E. ... ""<< ~ . , ~~ ...........~~, r::t r; ~~. ~.~ ~ '. i l. ...,,- ~! to'." \ ~ (typed/printed name of notary) ! ~ ~...... J ~ Notary Public in and for the State of Washington. \~\4...lI'L\t .,lllt! My commission expires ,x -~S -c:1/-J4;< .., ...,~:-~ _ -'~...Ci ~ ~ r. -. cg, P;. ..~ ~ "'- c- ~.,...."...~." ~ ""'' 'A$~ ",\,,~ """ "II"""\~ ,200e K:\CONTRACT\2007\07-016a Vadis Litter Control - Cost & Term Amd.doc G:\FORMS\AMENOC&T.PSA rev. 2/08 - 2 - ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYVY) 12/31/08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Propel Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Tacoma Commercial Insurance HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1201 Pacific Ave, Suite 1000 Tacoma, WA 98402 INSURERS AFFORDING COVERAGE NAIC# INSURED I NSU RER A: PHilADELPHIA INDEMNITY INS COM PAN y Vadis INSURER B: 1701 Elm Street INSURER C: Sumner, WA 98390 INSURER D: INSURER E: Client#: 100009 VADIS1 COVERAGES 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 MAYBE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER PJ>,N~1~~~~8,wIE Pg~fJi~,~~~N LIMITS A GENERAL LIABILITY PHPK350399 10/01108 10/01/09 EACH OCCURRENCE $1 000000 - g~~b~UO RENTED X COMMERCIAL GENERAL LIABILITY $100000 I CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $5,000 1L WA Stop Gap PERSONAL & ADV INJURY $1.000.000 - GENERAL AGGREGATE $3.000 000 ~'L AGGREAE LIMIT APPlS PER: PRODUCTS - COMP/OP AGG $3 000 000 PRO- POLICY JECT LOC A ~TOMOBILE LIABILITY PHPK350399 10/01/08 10/01/09 COMBINED SINGLE LIMIT ~ ANY AUTO (Ea accident) $1,000,000 - ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) - .!... HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) - - PROPERTY DAMAGE $ (Per accident) ~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS/UMBRELLA LIABILITY PHUB251798 10/01/08 10/01/09 EACH OCCURRENCE $1.000000 1LI OCCUR D CLAIMS MADE AGGREGATE $1.000,000 $ ==1 DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WA State Fund I wc STATU- I IOJ~- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ If yes, describe under $ SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT A OTHER Employee PHPK350399 10/01/08 10'01/09 $250,000. Dishonesty $2,500 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS RE: Grounds Maintenance City of Federal Way is named additional insured CERTIFICATE HOLDER CANCELLATION City of Federal Way AUn: Rob VanOrsow P. O. Box 9718 Federal Way, WA 98063 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ....A5.... DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. A~IZED REP~ESENTATI~E ACORD 25 (2001/08) 1 of 2 #S247401/M238431 VRROO @ ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001/08) 2 of 2 #5247401/M238431 POLICY NUMBER: PHPK3 50399 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON or ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Federal Way Attn: Rob VanOrsow P. O. Box 9718 Federal Way, WA 98063 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) . WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your operations or premises owned by or rented to you. RE: Grounds Maintenance City of Federal Way is named additional insured CG 20 26 11 85 DATE IN: 1. 2. 4. 5. 6. 7. 8. 9. 10. 11. 07/05 .' ."'- DATE OUT: CITY OF FEDERAL WAY LAW DEPARTMENT " REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPT.fDIV: 1> W / S w K ORIGINATING STAFF PERSON: ~Db Van ()rSt5\r'J" EXT: 2-77D 3. DATEREQ.BY: TYPE OF DOCUMENT REQUpSTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT "j.MAINTENANCE/LABORAGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERlALS. SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT o SECURITY DOCUMENT (E.G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP. RFQ) o CONTRACT AMENDMENT o CDBG o OTHER AG#: 01-01l9 PROJECT NAME: Ub ~AfYL-+roQ SmV,'CiS j..DD7- :2CJ(yg NAME OF CONTRACTOR: Ji.J1d!b ADDRESS: I,D I e:1m St- Swnner, WA q'8~D SIGNATURE NAME: Chri~ha4t" C~4flSf7Ll/Y\- ATTACH ALL EXHIBITS AND CHECK BOXES 'fI SCOPE OF SERVICES ~ ALL EXHIBITS REFERENCED IN DOCUMENT 1'( INSURANCE CERTIFICATE .~ DOCUMENT AUTHORIZING SIGNATURE TERM: COMMENCEMENT DATE: 3 J) ) ~ 7 COMPLETION DATE: 12--) ? I )0 <l TOTAL COMPENSATION $ OJ J I L/ (j <J , DO (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ TELEPHONE ZS~.?t/'5,:5173 TITLE "Bx.f?('ALf-iVt!., Di (1JC'H;T PAID BY: 0 CONTRACTOR 0 CITY INITIALIDATE APPROVED CONTRACT REVIEW INITIALIDATE APPROVED ~PROJECTMANAGER 1/10/07 <n-~ \ Ilo 107 ~DIRECTOR /.),.3'0, . ~ ~(26fffk-- ;~A~~rj,~/:/IIJ;t1 It\-/ !Ulf ~d 00 YCtcU.s, 1.'1.1.D7 k-\../ I ( '[0 / ~ CONTRACT SIGNATURE ROUTING INITIALIDATEAPPROVED rt.'LAW DEPARTMENT ~,t,01 f\~\~ ')tCITYMANAGER~.CJ.01 . II/Of )( CITY CLERK __ ~ 1i SIGN COpy BACK~~GINATING DEPT. }if ASSIGNED AG#~ -0 I (J p( PURCHASING: PLEASE CHARGE TO: /tJt.P, 32/JO, 250" 5'?7- /0, J..j<g'/) . 401. ~ l 00' &40' "S'''r2:~"'S"". q %0 In5,.Cer-hff:~ . . .. - 4~' . . INITIALIDATE APPROVED ~ ~ glP/P~ ) 5Jt 3J lJOO $ / l.P i.t \ <C(P,~ ~l t <DG:, ~_, ('.0. -- -- 4\G:'(~) l.-S-OO@ , '. . iC'h,~'O~ " \~o<t{C() l.AXl B <l- n-I DB "'0 1<:>00_ / 'tB~ t 9 l, CobB 'J_eoo~ ~ ~b-1 eglclD~@ (-"1..:.,-~) ~. -$lll 0(0 ~ \ /01 2/0{ '2--lDo7 <' !,-l'"t/07 \.j, ~ 1 ' 't f-~' ( MAINTENANCE/LABOR AGREEMENT FOR LITTER CONTROL PROGRAM This Maintenance/Labor Agreement ("Agreement") is dated effective this 1st day of March, 2007. The parties ("Parties") to this Agreement are the City of Federal Way, a Washington municipal corporation ("City"), and Vadis, a non-profit corporation ("Contractor"). A. The City seeks the temporary services of a skilled independent contractor capable of working without direct supervision, in the capacity of conducting the City's Litter Control Program; and B. The Contractor has the requisite skill and experience necessary to provide such services. NOW, THEREFORE, the Parties agree as follows: 1. Services. Contractor shall provide the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the City Manager or his or her designee. 2. Term. The term of this Agreement shall commence upon the effective date of this Agreement and shall continue until the completion ofthe Services, but in any event no later than December 31,2008 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 3. Termination. Prior to the expiration ofthe Term, this Agreement may be terminated immediately, with or without cause, by the City. 4. Compensation. 4.1 Total Compensation. In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount not to exceed Ninety-One Thousand Six Hundred and Sixty- Eight Dollars ($91,668.00), calculated on the basis of the schedule attached hereto as Exhibit "B". 4.2 Method of Payment. Payment by the City for the Services will only be made after the Services have been performed, a voucher or invoice is submitted in the form specified by the City, which invoice shall specifically describe the worker services days performed and the daily labor charge rate for such personnel, and the same is approved by the appropriate City representative. Payment shall be made on a monthly basis, thirty (30) days after receipt of such voucher or invoice. 4.3 Contractor Responsible for Taxes. The Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. - 1 - 5. Compliance with Laws. Contractor shall comply with and perform the Services in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended. 6. Warranty. 6.1 Requisite Skill. The Contractor warrants that it has the requisite training, skill and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to being registered to do business in the City of Federal Way by obtaining a City of Federal Way business registration. 6.2 Defective Services. The Contractor shall, at its sole cost and expense, correct all Services performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Services. 7. Independent Contractor/Conflict of Interest. It is the intention and understanding of the Parties that the Contractor shall be an independent contractor and that the City shall be neither liable nor obligated to pay Contractor sick leave, vacation payor any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The Contractor shall pay all income and other taxes as due. Industrial or any other insurance that is purchased for the benefit ~fthe City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. It is recognized that Contractor mayor will be performing services during the Term for other parties; provided, however, that such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. 8. Indemnification. 8.1 Contractor Indemnification. The Contractor agrees to indemnitY, defend and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent caused by the negligent acts, errors or omissions of the Contractor, its partners, shareholders, agents, employees, or by the Contractor's breach of this Agreement. Contractor waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. 8.2 City Indemnification. The City agrees to indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City, its employees or agents. 8.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. - 2 - 9. Equal Opportunity Emplover. In all Contractor services, programs or activities, and all Contractor hiring and employment made possible by or resulting from this Agreement, there shall be no discrimination by Contractor or by Contractor's employees, agents, subcontractors or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital status or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. Contractor shall not violate any ofthe terms of Chapter 49,60 RCW, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973 or any other applicable federal, state or local law or regulation regarding non-discrimination. Any material violation of this provision shall be grounds for termination or'this Agreement by the City and, in the case of the Contractor's breach, may result in ineligibility for further City agreements. 10. Confidentiality. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential. Breach of confidentiality by Contractor will be grounds for immediate termination. 11. Insurance. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: 11.1 Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; 11.2 Commercial general liability insurance with combined single limits of liability not less than $2,000,000 for bodily injury, including personal injury or death, products liability and property damage. 11.3 Automobile liability insurance with combined single limits of liability not less than $2,000,000 for bodily injury, including personal injury or death and property damage. The City shall be named as additional insured on all such insurance policies, with the exception of workers' compensation coverages. Contractor shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at City's request, furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term of this Agreement, except after thirty (30) days prior written notice to the City. If Contractor's insurance policies are "claims made" or "claims paid", Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated. Contractor's failure to maintain such insurance policies shall be grounds for the City's immediate termination of this Agreement. The provisions of this Section shall survive the expiration or tennination of this Agreement with respect to any event occurring prior to such expiration or termination. \ 12. Work Product. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while - 3 - performing the Services shall belong to the City, At the termination or cancellation of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 13. Books and Records. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 14, Safety. Contractor shall take all necessary precautions for the safety of employees on the work site and shall comply with all applicable provisions offederal, state and municipal safety and health laws and codes, including without limitation, all OSHNWISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Services. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same. 15. Clean Up. At any time ordered by the City and immediately after completion of the Services, the Contractor, shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Services. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 16. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 17. General Provisions. 17.1 Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. 17.2 Modification. No provision of this Agreement, including this provision, may be amended or modified except by written agreement signed by the Parties. - 4 - 17.3 Full Force and Effect. Any provision of this Agreement that is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 17.4 Assignment. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. 17.5 Successors in Interest. Subject to the foregoing Subsection, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. 17.6 Attorney Fees. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement ofthis Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any disIJute related to this Agreement shall be King County, Washington. 17.7 No Waiver. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. 17.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 17.9 Authority. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the Contractor or the City. 17.10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 17,11 Captions. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. 17.12 Performance. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. 17.13 Remedies Cumulative. Any remedies provided for under the tenns of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. 17.14 Counterparts. This Agreement may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Agreement. 17.15 Compliance with Ethics Code. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation and/or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. - 5 - DATED the day and year set forth above. CITY OF FEDERAL WAY BY~~ Neal eets, City anager 33325 8th Ave S PO Box 9718 Federal Way, W A 98063-9718 ATTEST: cK- C;tyCler~~~c APP~r City Attorney, Patricia A. Richardson / o er . lan, Executive Director 1701 mStreet Sumner, WA 98390 (253) 863-5173 STATE OF WASHINGTON ) ) ss. COUNTY OF PIERCE ) On this day personally appeared before me Christopher Christian, to me known to be the Executive Director of Vadis that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 6-t:b day of , 2007. \\\\\\\\11/11//11 ,,\\ 0 l III ~ "" ~'..... !.p It III'/,- ~ (::l'....~~s\on f~;;.'J1-- ~ $';" ..'~ ~". /' ~ ~~:~ tSlUl".-:::' ~-..} (cJ ~01ARy \ ~ - .---~. - '%.: PUBl'C /. ~ 2 '" . , co..".... ~ d'~... Qt: Oi nt;;:l...._,0 ~ '" ':"". v- -..... ," ... ~I ....,,.~.......... 'O~' ~ III OF W~ ", III \\\ ///1/111\1\\\\\ I a. 6. , ( ed/printed name 0 notary) Notary Public in and for the State of Washington. My commission expires ~ J J 2.00 1 k:\contract\2007\vadis mla for litter control 2007-2008.doc - 6 - EXHIBIT "A" SCOPE OF WORK Vadis agrees to provide the following services: Vadis ("Contractor") will provide the City of Federal Way with five (5) individuals ("workers") and a minimum of one supervisory staffer ("supervisor") to work four (4) days per week: Monday, Tuesday, Thursday and Friday, six (6) hours per day throughout the duration of the contract. Vadis shall perform tasks to completion between the hours of9:00 a.m. and 3:00 p.m: The supervisor will supervise and otherwise assist the individuals in their daily work performance, transport the individuals to their designated work areas, and coordinate work activities and scheduling with the City on a daily or weekly basis as needed, and fulfill other supervisory duties as outlined herein. Vadis will provide, maintain, and operate a motor vehicle to transport workers, and will provide the City with proof of liability insurance. Specific Tasks. 1. Streets, City Property, and Right of Way. Vadis will collect and remove litter, trash and debris from the shoulders of City Right of Way (including but not limited to streets, roads, alleys, paths and parkways), public parking lots, and other designated areas. However, the tasks to be performed may be changed by the City's Streets Maintenance Supervisor at the City's discretion to meet changing needs. Vadis will also collect and remove litter, trash, recyclable materials and debris from City Parks, trails, open space areas, sidewalks, designated bus stops (including emptying and re-lining specified trash and recycling containers), and other City facilities as needed. Vadis will prepare recyclable materials to meet market specifications and remove contaminants as needed. 2. Equipment. Vadis may be assigned to wash and clean designated City vehicles and equipment. 3. Storm Water Drainage and Facilities. Vadis may be assigned to collect and remove tree leaves and limbs, trash, and other debris from the top of storm water catch basins and from the sidewalk curbs and gutters. Vadis may be assigned to perform debris removal from the perimeters of storm ponds on an as needed basis. 4. Job Assignment Priorities. Task assignments are subject to change and prioritization by the City Public Works Director or their designee. Vadis supervisor shall examine all work sites thoroughly before commencing work at the site. It shall be the responsibility of the Vadis supervisor to verify that the duties, assignments, andjob sites meet the capabilities of the workers. All existing conditions at the job site will be noted and copies with verification noted, given to the City's Streets Maintenance Supervisor on a daily basis. - 7 - Responsibilities of Parties. 1. Contractor Duties. Contractor will be responsible for the following: a. The performance of all work as provided under this Agreement with its own employees. Individuals who perform work under this Agreement must be carried on Contractor's payroll. Contractor is responsible for administering and paying employee wages, benefits and all other employee-related costs. b. Although the Contractor's company headquarters may be located outside of Federal Way, Washington, Contractor shall provide a full-time administrator who will continuously oversee Contractor employee, supervisor, and worker-related staffing levels, transportation, and general duties, and will have authority to represent Contractor in managing day-to-day activities. c, The supervisor must be trained in traffic control and must possess a "Traffic Control Flagging License" certified by the State of Washington. The Contractor will provide proof of this documentation, along with the supervisor's name and mobile telephone number to the City's Street Maintenance Supervisor at the beginning of the contract period, and whenever a substitute or replacement supervisor is appointed. d. Contractor shall prohibit its employees from disturbing the papers on desks, opening desk drawers and cabinets, entering any restricted areas (for example, the central store area), or using City telephones or office equipment. e. Contractor is responsible for the security of City facilities where assigned tasks are performed as well as tools, equipment, safety gear, traffic control devices and any other items which may be supplied by the City for Contractor's use in the performance of contractor's duties. No equipment or supplies will be removed from City premises except as required for the performance of assigned duties. f. Contractor shall provide City with a quality control system acceptable to the City within ten (10) days of execution of this Agreement. The quality control system shall be a plan specifying how Contractor will accomplish maintaining the level of performance required under this Agreement. Quality control statements shall be provided to the City's Street Maintenance Supervisor on a weekly or monthly basis as warranted, and upon request by the City. g. Contractor shall provide, operate, and maintain a motor vehicle to transport its employees to and from the designated work sites. Contract's vehicle shall be identified with signs and equipped with safety warning lights, strobe light and emergency flashers. h. Contractor shall provide rain gear, foul weather gear, and footwear as required, and clothing as needed for its employees. 1. . Contractor and employees shall collect the litter, trash and debris in bags and deposit them in a designated dumpster provided by the City at a location to be specified by the City. Contractor shall also collect needed operating tools, supplies, and work orders from such locations as designated by the City. - 8 - J. Contractor shall follow accepted safety practices in the performance of all work. After every work shift of litter clean-up and other assigned tasks, the following shall be done: the work areas shall be inspected for fire or other safety hazards; designated electrical or power machines and/or equipment shall be turned off; outside doors and windows closed and locked as needed; gates closed and locked as needed; and all miscellaneous work tools and equipment shall be inspected, cleaned, and stored properly, 2. City Duties. City will be responsible for the following: a. The City shall supply litter bags to Contractor to use for collecting litter, trash and debris. b. The City shall supply traffic control devices, (i.e. signs and traffic cones) to Contractor so Contractor can place the traffic devices at work sites(s) to protect its employees while performing services under this contract. The City shall also provide hard hats and reflective traffic vests. c. The City shall supply maintenance equipment and hand tools as needed for the Contractor to perform specified duties. d. The City shall provide Contractor and its supervisor a copy of the daily work assignment and any change notices to use as a basic guide for the distribution of work each week. The work assignments may change as deemed appropriate by the City, with details changes provided to Contractor or its supervisor as needed. The City shall determine the priority to be given the various work assignments. The City shall verify that all work is performed as scheduled. At the end of each month, the City shall note all work as either (S) Satisfactory or (U) Unsatisfactory. If any work has been rated (U), the City shall contact Contractor to discuss the deficiency and action necessary to correct the deficiency. - 9 - EXHIBIT "B" COMPENSATION SCHEDULE The maximum annual compensation available to Contractor is $50,000, which averages $4,166 per month. Contractor Compensation will be based in part on attendance of the five workers that make up the crew. Worker attendance will determine compensation based on the following: for each "worker-day" absence in a given month, Contractor compensation will be reduced by $30. The $30 figure is based on information provided by Contractor, and approximates the average compensation provided to a worker during a six-hour period. Contractor will report the number of worker-day absences on a daily basis on Accomplishment Reports to the Public Works Department's Streets Maintenance Supervisor or designee. Contractor's monthly invoices will account for the total "worker-day" absences in a given month, by deducting $30 for each worker-day absence from the baseline compensation of $4,166 per month. Any scheduled work days, other than CitY-observed holidays, that are not worked by Contractor will be considered ineligible for compensation, resulting in a $150 deduction in compensation per occurrence (based on the standard crew size of five workers at $30 per worker-day). The City shall be neither liable nor obligated to pay Contractor sick leave, vacation payor any other benefit of employment. - 10 -