HomeMy WebLinkAbout10 - PSA for Federal Advocacy ServicesEWPO CITY OF
z NEWPORT BEACH
<,Folz City Council Staff Report
April 15, 2025
Agenda Item No. 10
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Tara Finnigan, Assistant City Manager - 949-644-3001,
tinnigan@newportbeachca.gov
PREPARED BY: Lorig Yaghsezian, Management Analyst - 949-644-3028,
laghsezian@newportbeachca.gov
TITLE: Professional Services Agreement with Carpi & Clay, Inc. for Federal
Advocacy Services
Staff recommends the City of Newport Beach enter into a professional services
agreement with Carpi & Clay, Inc. of Washington, D.C. for federal advocacy services. The
firm was selected after a detailed Request for Proposals (RFP) process. The
recommended agreement is for an initial one-year term, with two, optional one-year
extensions, for a total not -to -exceed cost of $343,800.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Approve the Professional Services Agreement with Carpi & Clay, Inc. of Washington,
D.C., for federal advocacy services for an initial one-year term, ending April 15, 2026,
with two, optional one-year extensions and a total not -to -exceed amount of $343,800,
and authorize the Mayor and City Clerk to execute the agreement.
DISCUSSION:
Background
The City engages federal advocacy consultants to advance its legislative priorities and
drive federal action on issues that benefit the community. In recent years, the City has
hired lobbyists to support its ocean and harbor dredging initiatives, as well as to secure
funding through the Army Corps of Engineers for the current federal dredging project in
Newport Harbor. Additionally, lobbyists have assisted the City in its efforts to address
aircraft noise and air quality concerns caused by operations at John Wayne Airport, and
to advocate for community engagement in Advanced Air Mobility planning efforts. The
agreement between the City and its most recent federal advocacy consultant expired
March 30, 2025.
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Professional Services Agreement with Carpi & Clay, Inc. for Federal Advocacy Services
April 15, 2025
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Request for Proposals and Evaluation
Staff developed an RFP solicitation with a scope of services detailing the required federal
advocacy expertise and services. The City sought a consultant that would effectively
promote the City's legislative policy interests, and assist in the development of strategies
for advancing actions at the federal level that are beneficial to the City in two areas:
1. Its ocean/harbor dredging and ocean -beach -related programs, projects and
services including securing federal funding via the Army Corps of Engineers; and
2. Its efforts to mitigate the aircraft noise and air quality impacts John Wayne Airport's
operations have on the Newport Beach community and to prepare for the future,
nationwide implementation of Advanced Air Mobility technologies.
The RFP was published on December 23, 2024, when it was posted on the City's
electronic public procurement platform, PlanetBids, and distributed directly to known
consultants providing these services. The RFP submission deadline was
January 24, 2025, and the process yielded five proposals.
The RFP was evaluated in two phases. Phase 1, the Technical Evaluation, involved an
evaluation panel consisting of staff from the City's Public Works Department and
City Manager's Office independently reviewing each proposal and rating them on the
following technical factors:
• Qualifications and experience of the firm;
• Demonstrated understanding of the City's current dredging and ocean -beach -
related projects and/or current community issues related to John Wayne Airport
and the future implementation of AAM technologies;
• Subject matter expertise and ability to perform the requested services.
The RFP instructed proposers that only those proposals earning a minimum of 70% of
the available points from Phase 1 would be eligible to advance to Phase 2, the
Cost Evaluation, in which the City's Purchasing Division staff would compare and
calculate the costs from each proposal. Of the five proposals received by the City, two
qualified to advance to the Cost Evaluation phase. Virtual interviews were conducted with
the finalists to augment the evaluation panel's findings. The results of the panel scoring
are provided in the table below.
Proposer
Carpi & Clay
Warwick Group
Consultants
Phase 1: Technical Review
-Proposal Review
2200
1840
Maximum 2400
Phase 2: Cost Review
376.96
600.00
Maximum 600
($9,550.00 Retainer)
($6,000 Retainer)
Total Score
2576.96
2440.00
Maximum 3000
Overall Rank
1
2
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Professional Services Agreement with Carpi & Clay, Inc. for Federal Advocacy Services
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The RFP asked proposers to provide an all-inclusive, fixed -fee monthly retainer for
services rendered. In Phase 2 (the Cost Evaluation) of the RFP evaluation,
Purchasing Division staff members compared the proposed monthly retainers from each
of the finalists and assigned points to each proposer wherein the proposal with the lowest
retainer cost would receive the maximum of 600 points and each subsequent proposal
would receive points proportional to the difference in retainer cost. The results of the
Cost Evaluation are included in the table.
Despite proposing a higher retainer than the other finalist, Carpi & Clay was rated as the
top proposer for federal advocacy services by the evaluation panel, based on the content
of the firm's proposal and the interview City staff conducted with the firm's lobbyists that
would be assigned to work with Newport Beach. The firm's proposal and interview
demonstrated Carpi & Clay's thorough understanding of the City's harbor dredging and
sand management projects as well as its aviation -related challenges and actions,
particularly regarding aircraft noise, Advanced Air Mobility, and Unmanned Aircraft
Systems. Further, the firm clearly demonstrated the depth of its current Congressional
and federal agency contacts, a key requirement of this RFP process. The firm has
established connections with California's Congressional delegation, members of
Congress, Congressional committees, and staff within federal agencies, including the
Department of Transportation (DOT), the Federal Aviation Administration (FAA), the
Army Corps of Engineers (Corps) and the Environmental Protection Agency (EPA).
Carpi & Clay has previously provided federal advocacy services to the City and currently
represents multiple cities on various federal legislative and regulatory matters.
Should the City Council approve the professional services agreement, the firm's lead
lobbyists for the City's project would be Julie Minerva, Channon Hanna and
Zac Commins. Ms. Minerva is a recognized leader in infrastructure investments with a
two -decade career in Washington, D.C., securing over two billion dollars in federal
assistance for infrastructure projects including those related to navigation channels,
environmental restoration and flood control. Ms. Minerva has strong relationships across
Congress and federal agencies, including having extensive contacts at the Corps.
Ms. Hanna has more than 20 years of experience in federal transportation and aviation
policy, including her previous work with the Senate Aviation Subcommittee. She has
played a key role in drafting and negotiating FAA reauthorization bills and has extensive
experience working with the FAA, DOT and the Office of Management and Budget.
Mr. Commins has a decade of experience in federal policy, funding and regulatory
matters. His background includes roles on Capitol Hill and in local government, where he
led efforts to secure funding for transportation projects, including provisions for quieter,
lower -emission aircraft.
The technical ranking of Carpi & Clay reflects the firm's comprehensive expertise in the
City's federal advocacy needs, particularly in infrastructure and aviation matters.
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Professional Services Agreement with Carpi & Clay, Inc. for Federal Advocacy Services
April 15, 2025
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FISCAL IMPACT:
The adopted budget includes sufficient funding for this contract. It will be expensed to the
Aviation Issues account in the City Manager's Office budget, 01020001-811008 and to
the Public Works Department budget, 010800005- 811008.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Professional Services Agreement
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ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT
WITH CARPI & CLAY, INC. FOR
FEDERAL ADVOCACY SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 15th day of April, 2025 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
CARPI & CLAY, INC., a California corporation ("Consultant"), whose address is 601 New
Jersey Ave, NW, Suite 300, Washington, DC 20001, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California'with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide federal advocacy services related to
dredging and airport matters ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant,' has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 14, 2026 ("Initial Term"), unless terminated earlier as set forth herein.
City shall have the right to exercise two (2) additional one-year consecutive term
extensions. Should City wish to exercise its option to extend, City shall notify Consultant
in writing of such extension no less than ten (10) calendar days of the prior term end date.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
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3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed One Hundred Fourteen
Thousand Six Hundred Dollars and 00/100 ($114,600.00) for the Initial Term, without
prior written authorization from City. If the City exercises the option(s) to extend the Initial
Term, each additional one-year extension shall not exceed One Hundred Fourteen
Thousand Six Hundred Dollars and 00/100 ($114,600.00) per extension term. In no
event shall the total amount of this Agreement, including extension terms, if any, exceed
the total amount of Three Hundred Forty Three Thousand Eight Hundred Dollars and
00/100 ($343,800.00) without prior written authorization from City. No billing rate changes
shall be made during the term of this Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
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reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Channon Hanna to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager. City's Assistant City
Manager or designee shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
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8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
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the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall .follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies. .
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
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15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit, A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
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full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States', letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
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resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Assistant City Manager
City Manager
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Channon Hanna
Carpi & Clay, Inc.
601 New Jersey Ave, NW, Suite 300
Washington, DC 20001
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26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
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of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by 'a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controllinq Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Carpi & Clay, Inc.
Page 10
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
A r n C. Harp �S
Ci An
ATTEST:
Date:
M
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Joe Stapleton
Mayor
CONSULTANT: CARPI & CLAY, INC., a
California corporation
Date:
Signed in Counterpart
By:
Kenneth Carpi
Chief Executive Officer, Secretary,
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Carpi & Clay, Inc. Page 11
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: .,'_/0
By:
Aron C. Harp ^�S
dity Attorney
a�1�s
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By. -
Joe Stapleton
Mayor
CONSULTANT: CARPI & CLAY, INC., a
California corporation
Date:
B.
Kenneth Carpi /
Chief Executive Officer, Secretary,
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide the following services related to the City's federal dredging
programs within Newport Harbor, aviation and airport matters:
1. Federal Liaison Efforts
a. Represent and advocate for the City, and assist the City in developing
relationships with the Congressional delegation and staff, Executive
branch officials, and relevant staff members for appropriations,
congressional committees and federal agencies;
b. Monitor and participate in relevant coalitions, organizations and forums,
and inform the City of significant developments;
c. Schedule and arrange in -person visits/virtual appointments and prepare
agendas for Newport Beach officials to meet with members of Congress,
Congressional staff, Senate and House committee members, and federal
agency officials in Washington, D.C.;
d. Advise City staff and officials on strategies for advocating the City's
interests to elected and appointed federal officials and legislative staff, and
assist in strategic plan development when requested; and
e. Develop and help distribute issues analyses, background briefing/white
papers, talking points, appropriations requests, correspondence and other
materials as requested to convey the City's goals and priorities to
members of Congress and the Administration.
2. Funding Advocacy
a. Develop strategies and advocate for opportunities to attract federal
funds to support the City's dredging programs, projects and services
within Newport Harbor and ocean beach -related projects;
b. Identify, evaluate and assist the City in seeking any other federal
grants or funding opportunities that may also apply to key projects;
c. Advocate for the City's project and program interests in the relevant
annual federal appropriations process or authorization legislation, and
through any other appropriate Congressional, federal agency and
administrative avenues;
d. Work with the relevant California delegation and staff on current
appropriations requests;
Carpi & Clay, Inc. Page A-1 10-19
e. Assist with funding proposals such that they will be scored as
advantageously as possible against the appropriations outlays and federal
budget, and work with relevant Committee staff to discuss the City's
projects and programs; and
f. As needed, provide white paper reports geared toward elected officials and
their staff justifying project requests in simple and straightforward language.
Provide Congressional Representatives with the exact appropriations bill,
agency, account and program from which the City is requesting funding.
g. Identify and advocate for mechanisms that accelerate airline fleet
transition to newer, quieter and lower emissions aircraft.
h. Advocate for the safe implementation of Advanced Air Mobility including
minimizing use over residential and populated areas, as well as
addressing eVTOL crash, vertiport safety and fire prevention concerns.
i. Advocate for measures to prevent drones from flying into restricted
airspace and allow for local enforcement of regulations related to the safe
operation of drones.
j. Advocate for the granting of waivers for to allow for the efficient use of
drones by local public safety authorities.
3. Legislative and Policy Advocacy
a. Keep the City well-informed of pertinent Federal legislation, policy,
regulations and reports germane to the City's legislative platform and its
policies, projects and programs. Proactively identify legislative
opportunities, and analyze and track pertinent bills, amendments,
resolutions and opportunities in a timely manner;
b. Assist in the development and proposal of bills, amendments, or bill
language (such as the FM Reauthorization Act) needed to achieve the City's
goals or advance its priorities. Work with legislative staff and officials to
advocate the passage of the aforementioned bills or amendments;
c. Conduct activities necessary to carry out the City's goals with respect to the
passage, defeat or amendment of proposed legislation; and
d. Be available as needed to meet / conference with the City to provide timely
legislative updates to City staff and respond to regular staff inquiries related
to the advancement of the City's federal legislative goals.
4. Deliverables
a. A brief reporting/progress summary shall accompany the monthly invoices
submitted to the City. This reporting shall describe the work performed
during the month;
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b. At strategic times throughout the appropriations and budget calendar,
provide a written status report to the City on pending relevant legislation,
budgetary issues, administrative policies and other developments at the
federal level that would be of interest to the City. Provide legislative updates
and present to the City as needed; and
c. Participate in periodic meetings and be available for impromptu updates
with City staff and officials as requested.
5. Project Team
As the specific personnel assigned to this Project is critical to the overall success
of this engagement, the City reserves the right to re -assess the suitability of this
contract in the event any members of the Project team are changed. Consultant's
Project team is comprised of the following members: Ken Carpi, Channon Hanna,
Julie Minerva, and Zac Commins.
Carpi & Clay, Inc. Page A-3 10-21
SCHEDULE OF BILLING RATES
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EXHIBIT B
SCHEDULE OF BILLING RATES
Consultant shall provide federal advocacy and government relations services, as
described in Exhibit A, in accordance with the following Schedule of Billing Rates:
Federal Advocacy and Government Relations Services
Monthly Retainer: 1 $9,550
Travel outside of Washington, D.C. at the direction of the City would be in addition to the
monthly retainer and billed at costs.
Compensation to Consultant shall not exceed the annual amounts indicated below:
Contract Year
Yearly Maximum Compensation
Year 1 - Initial Term
$114,600
Year 2 - Optional Term Extension
$114,600
Year 3 - Optional Term Extension
$114,600
CONTRACT TOTAL
(Includes initial term and all optional
years)
$343,800
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EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain
at its own expense during the term of this Contract, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be- issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance providing statutory benefits and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each employee for bodily injury by accident and each employee for bodily
injury by disease in accordance with the laws of the State of California.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary excess/umbrella liability
insurance, with coverage at least as broad as provided by Insurance
Services Office form CG 00 01, in an amount not less than two million
dollars ($2,000,000) per occurrence, four million dollars ($4,000,000)
general aggregate. The policy shall cover liability arising from bodily
injury, property damage, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another
assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Contract, including coverage for any owned, hired, non -owned or rented
Carpi & Clay, Inc. Page C-1
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vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit for each accident.
D. Professional (Errors & Omissions) Insurance. Consultant shall maintain
professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of two million
dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the
aggregate. Any policy inception date, continuity date, or retroactive date
must be before the Effective Date of this Agreement and Consultant
agrees to maintain continuous coverage through a period no less than
three years after completion of the Services required by this Agreement.
E. Excess/Umbrella LiabiI lity nsurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
requirements stated herein. No insurance policies maintained by the City,
whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the
Consultant's primary and excess/umbrella liability policies are exhausted.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Contract shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents,
volunteers and employees, or shall specifically allow Consultant or others
providing insurance evidence in compliance with these requirements to
waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written
express waivers and insurance clauses from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
excess/umbrella liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents,
volunteers and employees shall be included as additional insureds under
such policies.
C. Primary and Non -Contributory. Consultant's insurance coverage shall be
primary insurance and/or the primary source of recovery with respect to
the City, its City Council, boards and commissions, officers, agents,
volunteers and employees. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-
insurance maintained by City.
Carpi & Clay, Inc. Page C-2
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D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation or nonrenewal of coverage (except
for nonpayment for which ten (10) calendar days' notice is required) for
each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and
other endorsements as specified herein for each coverage. All of the
executed documents referenced in this Contract must be returned to City
within ten (10) regular City business days afterthe date on the "Notification
of Award". Insurance certificates and endorsements must be approved by
City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during
the term of this Contract. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to
bind coverage on its behalf. At least fifteen (15) day's prior to the
expiration of any such policy, evidence of insurance showing that such
insurance coverage has been renewed or extended shall be filed with the
City. If such coverage is cancelled or reduced, Consultant shall, within
ten (10) days after receipt of written notice of such cancellation or
reduction of coverage, file with the City evidence of insurance showing
that the required insurance has been reinstated or has been provided
through another insurance company or companies. City reserves the right
to require complete, certified copies of all required insurance policies, at
any time.
B. City's Right to Revise Requirements. The City reserves the right at any
time during the term of the Contract to change the amounts and types of
insurance required by giving Consultant ninety (90) calendar days'
advance written notice of such change. If such change results in
substantial additional cost to Consultant, City and Consultant may
renegotiate Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Consultant shall require and verify that
all subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
Carpi & Clay, Inc. Page C-3
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D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the .exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available proceeds in excess of specified
minimum limits of insurance and coverage shall be available to the City.
F. Self -Insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed
until proper evidence of insurance is provided. Any amounts paid by City
shall, at City's sole option, be, deducted from amounts payable to
Consultant or reimbursed by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
I. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
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