Loading...
HomeMy WebLinkAbout5879DocuSign Envelope ID: 95110A62-9407-42CE-8FD3-19723AEE357A Professional Services Agreement - BMcConsulting, LLC 1 SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF BREMERTON AND BMcCONSULTING THIS SECOND 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 October 30, 2018. WHEREAS, the parties amended the contract effective July 1, 2019 extending the term of the Agreement to June 30, 2020; and WHEREAS, the parties desire to amend the Agreement, as set forth in this Second Amendment, to extend the term of the Agreement to June 30, 2021; 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 original Term of the Agreement so that the term now ends on June 30, 2021. 2. Compensation. Shall match the terms set forth in the original Consulting Agreement. The City shall pay Consultant a total of $54,000; $4,000 per month from July 1, 2020 to December 31, 2020, and $5,000 per month, from January 1, 2021 to June 30, 2021. 3. Written Notices. Section VII. General Conditions item I. Written Notices has been modified to reflect changes to the Consultant Address. It has been changed from BMcConsulting, LLC, 15 Marble Beach Dr. NW, Gig Harbor, WA 98332 to: Consultant Address: Bryan McConaughy BMcConsulting, LLC 7105 Marble Beach Dr. NW Gig Harbor, WA 98332 4. 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. DocuSign Envelope ID: 95110A62-9407-42CE-8FD3-19723AEE357A Professional Services Agreement - BMcConsulting, LLC 2 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Agreement on the day and year written below. BMcCONSULTING LLC CITY OF BREMERTON By Bryan McConaughy By Greg Wheeler Its Principal Its Mayor DATE: DATE: APPROVED AS TO FORM: ATTEST: Bremerton City Attorney City Clerk R:\Legal\Legal\Contracts\EXECUTIVE\BMcConsulting Amend 2.doc DocuSign Envelope ID: 95110A62-9407-42CE-8FD3-19723AEE357A 8/9/2020 8/9/2020 PROFESSIONAL SERVICES AGREEMENT BMcConsulting LLC The City of Bremerton ("City") and BMcConsulting LLC ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that the term of this Agreement will be for one year beginning on July 1, 2018 and ending June 30, 2019. This Agreement may be terminated pursuant to Section IX. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant $4,000.00 per month from July 1, 2018 to December 31, 2018 and $5,000.00 per month from January 1, 2019 to June 30, 2019. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit C. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit C. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its Bremerton/BMcConsulting LLC Lobbying Services Page 1 of 6 employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub -Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub -Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: A. Consultant shall defend, indemnify and hold the City, 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 City's sole negligence, unless Consultant is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to 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 Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 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. VI. Insurance: The Consultant 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 Bremerton/BMcConsulting LLC Lobbying Services Page 2 of 6 connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub -consultants or sub -Consultants. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. 2. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. 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. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant 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 6tn Street, Suite 600, Bremerton, WA 98337 within two days 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. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant 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. Consultant shall maintain Bremerton/BMcConsulting LLC Lobbying Services Page 3 of 6 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, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Gig Harbor, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Gig Harbor, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. 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. Bremerton/BMcConsulting LLC Lobbying Services Page 4 of 6 G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address Greg Wheeler, Mayor City of Bremerton 3456 1h Street, Suite 100 Bremerton, WA 98337 Consultant Address Bryan McConaughy BMcConsulting, LLC 15 Marble Beach Dr. NW Gig Harbor, WA 98332 J. 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. K. Non -Waiver of Breach: The failure of the City 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. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. 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. N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by the Consultant without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. Termination: Either party may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice, subject to those obligations set forth in this Agreement Bremerton/BMcConsulting LLC Lobbying Services Page 5 of 6 which arise upon or survive termination. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. A. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final . invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby • certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. " CITY OF BREMERTON CONSULTANT By:r Wheeler Its: a or Date: to ) 30 120 i 8 R:\Legal\Legal\Contracts\I XECU'I'I VE\BMcConsulting Agreement 2018 - Final.doc Bremerton/BMcConsulting LLC Lobbying Services Page 6 of 6 By: ryan McConaughy Its: Principal Date: 1 o l 30 1-3 AGENDA BILL 5G CITY OF BREMERTON CITY COUNCIL SUBJECT: Amendment No. 1 to the Study Session Date: June 12, 2019 Consulting Agreement with BMcConsulting, COUNCIL MEETING Date: June 19, 2019 LLC Department: Executive Presenter: Michael Riley Phone: (360) 473-5303 SUMMARY: On October 30, 2018 the City entered into a consulting agreement with BMcConsulting LLC. to provide lobbying services. This amendment extends the term of the contract through June 30, 2020. Payment is to remain the same for the same monthly period, as stated in the original agreement, not to exceed $54,000 annually as identified in the 2019 approved budget. ATTACHMENTS: BMcConsulting LLC Agreement Original; First Amendment to Consulting Agreement FISCAL IMPACTS (Include Budgeted Amount) General Fund Non-Departmental (included in 2019 approved budget) total annual compensation is $54,000. STUDY SESSION AGENDA: ID Limited Presentation LI Full Presentation STUDY SESSION ACTION: I] Consent Agenda LI General Business LI Public Hearing RECOMMENDED MOTION: Move to approve the first amendment with BMcConsulting LLC term extension; 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 01/02/18 FIRST AMENDMENT TO PROFESSIONAL SERVICES 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 October 30, 2018. WHEREAS, the parties desire to amend the Agreement, as set forth in this First Amendment, to extend the term of the Agreement for 12 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 original term of the Agreement so that the term now ends on June 30, 2020. 2. Compensation. Shall match the terms set forth in the original Consulting Agreement. The City shall pay Consultant $4,000.00 per month from July 1, 2019 to December 31, 2019, and $5,000.00 per month from January 1, 2020 to June 30, 2020, for the extended term. 3. 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 on the day and year written below. BMcCONSULTING LLC CITY OF BREMERTON w By Bryan McConau By eg Wheeler Its Principal Its Mayor DATE: 0 7 / 14 /2 01 I DATE: —1 — 1 — 2 G 1°t APPROVED AS TO FORM: ATTEST: 0 a _k_Zild) c(13remerton Ci(y) ttorney it le illR:\Legal\Legal\Contracts\EXECUTIVE\BMcConsulting Amend I.doc EXHIBIT A SCOPE OF WORK Consultant shall provide the City of Bremerton with the following governmental affairs services: • Work with the City to develop a holistic legislative agenda. • Meet with Legislators to promote City legislative agenda items. • Develop 2019 legislative agenda for the City. • 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/monitor Puget Sound Coordinating Council to ensure City of Bremerton interests are addressed. • Attend relevant meetings/monitor and assist with specific projects of interest to the City, in particular, the State Route 303 (Warren Avenue/Wheaton Way) Corridor and the Harrison - Eastside Employment Center. If Consultant is hired to support the City of Bremerton during session, the following will be included to the scope of work: • Provide the City 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.