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HomeMy WebLinkAbout23-155 - Catalyst NW, LLC - Occupational Health and Safety ServicesAmendment #1 Between the City of Tukwila and Catalyst NW, LLC That portion of Contract No. 23-155 between the City of Tukwila and Catalyst NW, LLC is hereby amended as follows: Section 4: The end date of the agreement is hereby extended to December 318t, 2026. All other provisions of the contract shall remain in full force and effect. Dated this 14" day of November, 2024. CITY OF TUKWILA DocuSigned by: �i- Pete Mayer, Deputy City Administrator ATTEST/AUTHENTICATED: Signed by: Andy Youn, CMC, City Clerk APPROVED AS TO FORM: Signed by: Office of the City Attorney CONTRACTOR: Ey DocuSigned by: By: M� (,t,DVa4 F2E9BAEA ... Printed Name: David Leonard Title: Principal & CIH CA Reviewed May 2020 Page 1 of 1 City of Tukwila " 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: 23-155 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Catalyst NW, LLC, hereinafter referred to as "the Contractor," whose principal office is located at 17205 7th Ave NW Bothell, WA 98012-9165. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $39,999 at a rate of $150/Hr plus reimbursement of incurred expenses such as travel, lab costs, shipping, etc.. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Aareement. This Agreement shall be in full force and effect for a period commencing September 22nd, 2023, and ending December 31st, 2024, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 4 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating CA Revised May 2020 Page 2 of 4 of not less than A: VII. E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keepina and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 4 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this 15th day of September, 2023. CITY OF TUKWILA FZ uSigned by: ;rl -- T' U, - TEB:33F4BA... Pete Mayer, Acting Deputy City Administrator CONTRACTOR: By: FDocuSigned by: u � t '� Printed Name:°av,d Leonard Title: Principal & CIH 17205 7th Ave W Address. Bothell, WA 98012-9165 CA Revised May 2020 Page 4 of 4 EXHIBIT A Catalyst NW, LLC 17205 7th Ave W Bothell WA 98012 206-498-0326 September 14, 2023 Peter M. Mayer Acting Deputy City Administrator I Parks and Recreation Director City of Tukwila 12424 42nd Avenue South Tukwila, WA 98168 Subject: Proposal for Services — Occupational Health and Safety Services for the City of Tukwila Proposal #: CNW-2023-501 Dear Mr. Mayer: Catalyst NW, LLC is pleased to provide you with this proposal for professional services per your request, Project Background and Request for Professional Services It is understood that the City is currently engaged in developing heat safety and wildfire smoke exposure safety protocols for outdoor workers and there is a need for occupational health and safety services. Also understood is that there are other areas of occupational health and safety that the City may desire consultation services. Scope of Work Serve the City by providing advice, consultation and work product(s) associated with occupational health and safety, including: • Conducting health and safety assessments of facilities, operations, programs, policies, procedures, etc. • Providing written reviews, comments, edits and recommended actions • Evaluating, revising and developing new policies, FAQs, procedures and protocols, etc. • Developing and implementing requested or recommended training and/or testing • Coordinating and facilitating meetings with staff and other officials, including making presentations • Providing written recommendations, priorities, cost estimates and other requested work product The above attempts to capture a broad range of items to provide the City flexibility in obtaining services on an as -needed basis. It is understood that the way services can be requested and can be provided can range from "on-call' to "project -based", and can include impromptu requests. Unless identified by a separate agreement, services will be provided and charged on a time and materials basis. CNW-2023-501 - Proposal for Occupational Health and Safety Services for the City of Tukwila September 14, 2023 Pagel of 4 Professional Services Fee Schedule Catalyst NW's time and material current professional services fee schedule includes the following: Certified Industrial Hygienist (CIH) $150 / hour* Travel Expenses $0.655 / mile or current IRS rate Laboratory Costs and Rental Expenses At Cost Shipping At Cost Parking & Toll Expenses At Cost Printing At Cost *= Standard CIH rate is $175 / hour and is reduced to a special rate of $150 / hour. All charges are portal to portal. Additional Consultation In addition to the services described in the Scope of Work, additional consultation is available at the current professional services fee schedule. Limitations This proposed Scope of Work is for the professional services detailed in this document and is based upon our conversation and understanding of the City of Tukwila's request to date. Approving this proposal means understanding and agreement with the attached TERMS AND CONDITIONS. I look forward to working with the City of Tukwila. Thank you for the opportunity to provide this service. Sincerely, 471 David Leonard CIH Catalyst NW, LLC ATTACHED: TERMS AND CONDITIONS APPROVED Signature Print Name and Title/ Date CNW-2023-501 - Proposal for Occupational Health and Safety Services for the City of Tukwila September 14, 2023 Page 2 of 4 TERMS & CONDITIONS 1. SERVICES TO BE PROVIDED AND STANDARD OF CARE CATALYST NW, LLC agrees to provide the Client, for its sole benefit and exclusive use, consulting services set forth in CATALYST NW, LLC's proposal. Such services shall be performed in accordance with generally accepted environmental, safety, and regulatory services, in the same or similar localities, related to the nature of the work accomplished, at the time the services are performed. The parties agree that the services performed under this Agreement are of a commercial nature and are not of great importance to the general public. 2. PAYMENT Invoices will be submitted once per month for services performed during the prior month. Payment will be due upon receipt unless otherwise agreed. Interest will be added to accounts in arrears at the rate of one and one half percent (1 1/2%) of the arrears of each month of delinquency not to exceed the maximum percentage rate allowed by law. All expenses incurred by CATALYST NW, LLC for liens - or collecting any delinquent amount - shall be paid to CATALYST NW, LLC by the Client. If at any time, present or future, the state or local government assesses a sales or use tax upon CATALYST NW, LLC for any of the services performed by CATALYST NW, LLC and/or its subcontractors under this Agreement, then the Client agrees to directly pay such taxes, or should CATALYST NW, LLC elect to pay such taxes directly then the Client agrees to reimburse CATALYST NW, LLC in full. 3. RIGHT OF ENTRY The Client has responsibility for obtaining a right of entry to the property. The right of entry shall allow CATALYST NW, LLC , its agents, subcontractors, and employees to enter the property from time to time, as necessary to perform all acts, studies, and research pursuant to the agreed services. 4. SITE SAFETY PROVISION CATALYST NW, LLC has responsibility for its own activities on the property including the safety of its employees; it does not assume control of nor responsibility for the property, the person in charge of the property nor the safety of persons not in CATALYST NW, LLC's employ. CATALYST NW, LLC will not supervise or be responsible in any manner for the site safety and health of other parties not in employ of CATALYST NW, LLC . 5. REPORTS, RECOMMENDATIONS, AND OWNERSHIP OF DOCUMENTS Reports, recommendations, and other materials, including electronically stored information resulting from CATALYST NW, LLC's efforts are intended solely for purposes of this Agreement; any reuse by the Client or others for purposes outside of this Agreement or any failure to follow CATALYST NW, LLC's recommendations, without CATALYST NW, LLC's written permission, shall be at the user's sole risk. The Client will furnish such reports, data, studies, plans, specifications, documents, and other information deemed necessary by CATALYST NW, LLC for proper performance of its services. CATALYST NW, LLC may rely upon the Client -provided documents in performing the services required under this Agreement; however, CATALYST NW, LLC assumes no responsibility or liability for their accuracy. The Client -provided documents will remain the property of the Client. CATALYST NW, LLC will retain copies of the Client -provided documents solely for the use of CATALYST NW, LLC . All reports, field notes, calculations, estimates, and other documents which are prepared, as instruments of service, shall remain CATALYST NW, LLC's property. 6. HAZARDOUS SUBSTANCES, WASTES, MATERIALS, AND CONDITIONS The Client warrants that, if it knows or suspects that hazardous substances and materials may exist on the property, it has so informed CATALYST NW, LLC. The Client also agrees that CATALYST NW, LLC has no responsibility as a handler, generator, operator, transporter, or for treating, storing and/or disposing of hazardous substances, materials and wastes found or identified at the project property. 7. INDEMNIFICATION To the fullest extent permitted by law CATALYST NW, LLC agrees to indemnify, defend and hold the Client harmless from and against any and all claims, actions, liabilities, damages and expenses, including attorney fees, arising out of the sole negligence of CATALYST NW, LLC , its employees, agents or subcontractors, in the performance of work and services provided in this Agreement. The Client agrees to defend, indemnify, and hold CATALYST NW, LLC , its agents, subcontractors, owners and employees harmless from and against any and all claims, actions, liabilities, damages and expenses, including attorneys' fees, arising out of the sole negligence of the Client. In the event of the concurrent negligence of CATALYST NW, LLC and the Client, CATALYST NW, LLC and the Client shall bear responsibility proportionate to the percentage of each party's negligence or that of its agents, employees, representatives and subcontractors. 8. UNFORESEEN OCCURRENCES If unforeseen conditions or occurrences are encountered which, in CATALYST NW, LLC's sole judgment, significantly affect or may affect the recommended scope of work, then CATALYST NW, LLC will promptly notify the Client. After such notification, CATALYST NW, LLC will CNW-2023-501 - Proposal for Occupational Health and Safety Services for the City of Tukwila September 14, 2023 Page 3 of 4 complete the original scope of work, if appropriate, or agree with the Client to modify the Agreement, or terminate the agreement pursuant to Paragraph 9. 9. TERMINATION In the event that the Client requests termination of work prior to completion or CATALYST NW, LLC terminates work under Paragraph 8, CATALYST NW, LLC will be paid for all work performed up to notice to termination and for all expenses incurred, or committed to, that cannot be canceled. A termination charge may also be made to cover proposal presentation and administrative costs related to the work. 10. SAMPLING This paragraph applies when CATALYST NW, LLC is providing field testing and sampling services. All samples will be discarded 30 days after CATALYST NW, LLC completes its services unless different arrangements are agreed to in writing. 11 SEVERABILITY AND SURVIVAL Any element of this Agreement later held to violate a law shall be deemed void, and all remaining provisions shall continue in force. However, the Client and CATALYST NW, LLC will in good faith attempt to replace any invalid or unenforceable provision with one that is valid and enforceable, and which comes as close as possible to expressing the intent of the original provision. All terms and conditions of this Agreement allocating liability between the Client and CATALYST NW, LLC shall survive the completion of the services hereunder and the termination of this Agreement. 12. INTERPRETATIONS AND TIME BAR TO LEGAL ACTION The laws of the State of Washington shall govern all interpretations and enforcement of this Agreement. All legal actions by either party against the other related to this Agreement shall be barred after four years have passed from the date by which CATALYST NW, LLC completes its services. 13. PRECEDENCE These terms and conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice to proceed or like document regarding CATALYST NW, LLC 's services. 14. VENUE This contract shall be governed by the laws of the State of Washington. Jurisdiction over and venue of any suit between the parties arising out of or related to this contract shall be exclusively in the state and federal courts in Snohomish County, Washington. 15. ATTORNEY'S FEES AND COSTS In the event of any dispute or controversy including, without limitation, suit or arbitration arising out of or related to this contract, the prevailing party, shall be entitled to collect the cost and expenses of the suit, including reasonable attorney's fees, from other party, including those incurred on appeal. 16. ENTIRE AGREEMENT This contract constitutes the entire agreement between the parties with respect to this matter and may be modified only in writing signed by the parties. 17. ENFORCEABILITY If for any reason any portion of this contract shall be held to be invalid or unenforceable, the holding of invalidity or unenforceability of that portion shall not effect any other portion of this contract and the remaining portions of this contract shall remain in full force and effect. 18. WAIVER The waiver by CATALYST NW, LLC of a breach of any provision of this contract by the Client shall not operate or be construed as a waiver of any subsequent breach by the Client. No waiver shall be valid unless in writing and signed by CATALYST NW, LLC. By signing the proposal, the Client acknowledges that it has received and read a copy of the terms and conditions and agrees to abide by these terms and conditions. CNW-2023-501 - Proposal for Occupational Health and Safety Services for the City of Tukwila September 14, 2023 Page 4 of 4