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AGENDA BILL �G
CITY OF BREMERTON
CITY COUNCIL
SUBJECT:. Amend Consulting Agreement Study Session Date: February 22, 2017
with'BMcConsulting LLC to extend the term COUNCIL MEETING Date: March 1, 2017
of the contract from January 1, 2017 through Department: Executive
June 30, 2017 Presenter: Michael Riley
Phone: (360) 473-5303
SUMMARY: On September 21, 2016 the City entered into a consulting agreement with
BMcConsulting LLC. to provide lobbying services through December 31, 2016. This amendment
extends the term of the contract through June 30, 2017. Payment not to exceed $30,000 as identified
in the 2017 approved budget.
ATTACHMENTS: BMcConsulting LLC Agreement Original; First Amendment to Consulting
Agreement
FISCAL IMPACTS (Include Budgeted Amount): $30,000 General Fund Non Departmental (included
in 2017 approved budget)
STUDY SESSION AGENDA: ❑ No Presentation ❑x Full Presentation
STUDY SESSION ACTION: ❑D Consent Agenda ❑ General Business ❑ Public Hearing
RECOMMENDED MOTION:
Move to approve the first amendment with BMcConsulting LLC in the amount of$30,000; and
authorize the Mayor to finalize and execute the amendment with substantially the same terms and
conditions as presented.
COUNCIL ACTION: [✓Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action
Form Updated 01/07/15
FIRST AMENDMENT TO
CONSULTING AGREEMENT BETWEEN
CITY OF BREMERTON AND BMcCONSULTING
THIS FIRST AMENDMENT, entered into on the date fully executed below;
specifically amends the Consulting Agreement ("Agreement") entered into between the
City of Bremerton.and BMcConsulting LLC on September 1, 2016.
WHEREAS,the parties desire to amend the Agreement, as set forth in this.First:
Amendment,to extend the term of the Agreement for six additional months;;
NOW THEREFORE, for valuable consideration and by mutual.consent of the
parties,the Agreement is amended as follows:
1. Term Extension. Section I entitled Term of the Agreement, is modified
to extend the term of the Agreement from January 1, 2017 through June 30, 20.17..
2':. This document will become a supplement of the Agreement and all
provisions will apply hereto. All other terms of the Agreement not specifically amended
herein shall remain in full force and effect.
IN WITNESS WHEREOF,the parties hereto have executed this'First
Amendment to Agreement onthe day and year:written below:
BMcCONSULTING LLC CITY OF'BREMERTON
o /
By. Bryan McConaughy By P.
ent
Its Principal Its TKr
DATE: 3/7( z O r? DATE: 3 .0 7
APPROVED AS TO FORM: ATTEST:
B — rjoi, i ,20
re erton City Attorney Clerk
R:1Legal\Legal\Contracts\EXECU .IVEV3McConsulting Amend 1.doc
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BMcConsulting
Bryan McConaughy
CONSULTING AGREEMENT
BETWEEN THE CITY OF BREMERTON
AND BMcCONSULTING
This letter agreement(this"Agreement")will confirm that BMcConsulting LLC, located at 15
Marble Beach Dr NW, Gig Harbor, WA 98332 (hereafter referred to as the"Firm") agrees to advise,
represent and render related services to the City of Bremerton, located at 345 6�' Street, Suite 600,
Bremerton, WA 98332 (hereafter referred to as the"Client") on state and regional matters as
identified in Exhibit"A."
The parties hereby agree as follows:
1. TERM- This Agreement is for the term September l, 2016 through and including December 31,
2016. Either party may terminate this Agreement at any time for any reason upon thirty (30) days
written notice, subject to those obligations set forth hereafter which arise upon or survive
termination. This agreement can be extended by agreement of both parties for an additional period
beyond the initial Term.
2. SERVICES AND REVIEW - During the term of this Agreement,the Firm, via Bryan
McConaughy, shall perform the services described in the Scope of Work attached to this Agreement
as Exhibit"A." The services performed by the Firm shall not exceed the Scope of Work without prior
written authorization from the Client.
3. COMPENSATION -As full compensation for services rendered by the Firm during the tei�n of
this Agreement,the Client will pay the Firm $5,000 per month for the term contract period.
4. EXPENSES—In addition to the monthly payment, Client shall reimburse the Firm for reasonable
and necessary expenses incurred by the Pirm on duties relating to the scope of work outlined in
Exhibit"A," provided that the total amount for expenses shall not exceed $500 per month without
prior authorization from the Client.
5. CONFIDENTIALITY - The Firm agrees to protect in strictest confidence all non-public
documents and proprietary information of Client, under this Agreement. This Section shall survive
the termination or expiration of this Agreement.
6. INDEPENDENT CONTRACTOR—The Client and the Firm agree that this Agreement does not
create an employment relationship between them and that the Firm is and shall remain an
independent contractor. The Firm agrees that it does not have, and will not hold itself out as having,
the authority to bind the Client or any of its affiliates in any way.
1
15 Marble Beach Dr NW• Gig Harbor, WA 98332 • (206) 953-6026 • bryan@bmcconsulting.net
BMcConsulting
Bryan McConaughy
7. INDEMNIFICATION—The Firm shall defend, indemnify and hold the Client, its officers,
officials,employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement except for that portion of the injuries and damages caused by the
Client's sole negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE FIRM'S WAIVER OF �
IMMUNITY UNDER INDUSTRIAL INSUR.ANCE,TITLE Sl RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE
THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
8. INSURANCE—The Firm 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 Firm, its agents, representatives, employees, or
sub-contractors.
Before beginning work on the project described in this Agreement, the Firm shall provide a
Certificate of Insurance to the City's Risk Manager verifying the following coverage:
1. Professional Liability policy ("E&O") providing coverage of$1,000,000 for errors and
omissions committed by the Firm while performing its obligations under this Agreement.
2. Workers Compensation insurance as statutorily required by the Industrial Insurance Act
of the State of Washington, Title 51, Revised Code of Washington.
All required policies shall be provided on an "occurrence" basis except professional liability
insurance (if required), which may be provided on a"claims-made" basis.
, Insurance shall remain in full force and effect, and provide coverage for the full term of this
Agreement. The Client reserves its unqualified right to require at any time and for any reason, proof
of coverage.
The Firm shall be solely responsible for the acts and failures to act of its personnel which
arise in any way out of the Firm's performance of this Agreement.
Any payment of deductible or self-insured retention shall be the sole responsibility of the
Firm.
2
15 Marble Beach Dr NW• Gig Harbor, WA 98332 • (206) 953-6026 • bryan@bmcconsulting.net
BMcConsulting
Bryan McConaughy
It shail be an affirmative obligation upon Firm to advise the City's Risk Manager by fax at
(360}473-5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk
Management, 345 6`h Street, Suite 600, Bremerton, WA 98337, thirty (30) days ahead of the
cancellation, suspension or substantive change of any insurance policy set out herein, and failure to
do so shall be construed to be a breach of this Agreement.
9. GENERAL CONDITIONS -
A. Reports and Information:When requested by the Client,the Firm shall furnish periodic
reports and documents on matters covered by this Agreement. The reports and documents shall be
furnished in the time and form requested. The Firm shall maintain accounting records in accordance
with Generally Accepted Accounting Principles(GAAP)to substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents and reports,
including those in electronic format, developed under this Agreement are the property of the Client. All
written information submitted by the Client to the Firm in connection with the services performed by
the Firm under this Agreement will be safeguarded by the Firm to at feast the same extent as the Firm
safeguards like information relating to its own business. If such information is publicly available or is
already in Firm's possession or known to it,or is rightfully obtained by the Firm from third parties, Firm
shalt bear no responsibility for its disclosure, inadvertent or otherwise.
C. Entire Agreement:This Agreement and its Exhibits constitutes the entire agreement
between the Parties, and the Parties acknowledge that there are no other agreements, written or oral,
that have not been set forth in the text of this Agreement.
D. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
E. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver
of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed
waiver of any other right or power.
F. Non-Waiver of Breach: The failure of the Client to insist upon strict performance of any
of the covenants and agreements contained herein, or to exercise any option herein conferred in one or
more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements
or options, and the same shall be and remain in full force and effect.
G. Choice of Law and Venue:This Agreement shall be interpreted according to the laws of
the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be
brought in Kitsap County Superior Court.
3
15 Marble Beach Dr NW• Gig Harbor, WA 98332 • (206) 953-6026 • bryan@bmcconsulting.net
BMcConsulting
Bryan McConaughy
H Attornevs' Fees: in the event of liti�ation to enforce anv of the terms or arovisions
herein,each partv shall pav all its own costs and attornev's fees.
10 NONDISCRIMINATION -The Firm shall not discriminate in emplovment or services to the
public on the basis of race color national origin sex reli i�Lon a�e,marital status,disabilitv, or
sexual orientation except for em�lovment actions based on bona fide occupational aualification.
11. COMPLIANCE- In connection with the performance of services under this Agreement,the
Firm will comply with all applicable federal, state and local laws and regulations including those
laws applicable to lobbying. As required,the Firm shall register as a lobbyist and file periodic reports
as required, all at its own expense,with the Washington Public Disclosure Commission and any local
department executive services as may be necessary. The Client shall be responsible for any
employer-related fillings that may arise.
12. COMMUNICATION—The Firm's primary point of contact is the Mayor. If representatives of
the Client communicate with members of the Firm pertaining to the scope of work,they are to notify
or"cc"the Mayor and Council President.
13. SEVERABILITY—If any term,provision, covenant or condition of this Agreement, or any
application thereof shall be held by a court of competent jurisdiction to be invalid,void or
unenforceable,by any rules of law or public policy, or otherwise, all provisions, covenants and
conditions of this Agreement thereof not held invalid,void or unenforceable, shall continue in full
force.
B n McConaughy,Pri al
BMcConsulting LLC
AGREED TO AND ACCEPTED
This 2�Sf day of September, 2016
�
By: Pa en ,Mayor
City o r merton
4
15 Marble Beach Dr NW•Gig Harbor,WA 9$332•(206)953-6026•bryan�bmcconsulting.net
BMcConsulting
Bryan McConaughy
EXHIBIT A
SCOPE OF WORK
Consultant shall provide the City of Bremerton with the following governmental affairs services:
• Work with the Mayor and City Council to develop a holistic legislative agenda.
• Meet with Legislators to promote city legislative agenda items.
• Develop 2017 legislative agenda in conjunction with the Bremerton Mayor and City Council.
• Develop and lobby for Transportation and Capital Budget funding requests identified by the
Council and the Mayor.
• Lobby the Legislature on all issues developed under the legislative program.
• Lobby defensively on legislation that is introduced that would negatively impact the City.
• BMcConsulting would register as the City's lobbyist with the Public Disclosure Commission.
• Attend and, as needed, help organize, West Sound Alliance meetings to ensure City of
Bremerton interests are addressed.
• Attend/monitor Puget Sound Coordinating Council to ensure City of Bremerton interests are
addressed.
If Consultant is hired to support the City of Bremerton during session,the following will be
included to the scope of work:
• Provide the Mayor and City Council with a weekly legislative report during the legislative
session that includes weekly hearing schedules and a summary of bills important to the City.
Identify legislation that would impact the City of Bremerton specifically.
• Attend all relevant legislative hearings.
• Develop talking points and testimony, as needed, for meetings with Legislators and testimony
before legislative committees; help coordinate such visits with city officials.
5
15 Marble Beach Dr NW• Gig Harbor,WA 98332• (206) 953-6026• bryan@bmcconsulting.net