CITY OF FULLERTON
PROFESSIONAL SERVICES AGREEMENT
WITH
SP PLUS CORPORATION
TH
IS AGREEMENT is made and entered into this 1st day of July, 2024 (“Effective Date”), by and between the CITY OF FULLERTON , a California municipal corporation (“City”), and SP PLUS CORPORATION, an Illinois corporation (“Vendor”).
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I T N E S S E T H :
A. C
ity proposes to utilize the services of Vendor as an independent contract or to provide professional parking enforcement services throughout the City.
B. V
endor represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.
C. C
ity and Vendor desire to contract for the specific services described herein, and desire to set forth their rights, duties and liabilities in connection with the services to be performed.
D.
No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
N
OW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1. 0. SERVICES PROVIDED BY VENDOR
1. 1. Scope of Services . Vendor shall provide the professional services described in the document(s) attached hereto as Exhibit “A” and incorporated herein by this reference.
1. 2. Professional Practices. All professional services to be provided by Vendor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional Vendors in similar fields and circumstances in accordance with sound prof essional practices. Vendor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Vendor ’s performance of this Agreement.
1. 3. Performance to Satisfaction of City. Vendor agrees to perform all the work to the reasonable satisfaction of the City , in accordance with the applicable professional standard of care and City specifications and within the hereinafter specified. Evaluations of the wor k will be done by the City Manager or his designee. If the quality of work is not satisfactory, City in its discretion has the right to:
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a) Meet with Vendor to review the quality of the work and resolve the matters of concern;
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b) Require Vendor to repeat the work at no additional fee until it is satisfactory; and/or
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c) Terminate the Agreement as hereinafter set forth.
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1.4. Warranty. Vendor warrants that it shall perform the services required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Vendor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Vendor ’s performance under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Vendor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code.
1.6. Non-Exclusive Agreement . Vendor acknowledges that City may enter into agreements with other Vendors for services similar to the services tha t are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Vendor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Vendor’s sole cost and expense.
1.8. Confidentiality. Employees of Vendor in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Vendor covenants that all data, documents, discussion, or other information developed or received by Ven dor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Vendor without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Vendor 's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Vendor shall be paid in accordance with the fee schedule set forth in Exhibit A. Vendor to submit annual fee schedules for subsequent years during the term of the agreement. Annual operating fees not to exceed the greater of 3 % or the annual percentage increase in the U.S. Consumer Price Index for All Urban Consumers (CPI-U); Los Angeles-Long Beach-Anaheim, CA; and agreed upon in writing by the City. Exception to be considered if state labor wage regulations require an increase above the aforementioned amount and agreed upon in writing by the City.
2.2. Additional Services . Vendor shall not receive compensation for any services provided outside the scope of services specified in Exhibit A unless the City or the Project Manager for this Project, prior to Vendor performing the additional services, approves such SP+ PSA 2024
additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing . Vendor may su bmit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Vendor’s services which have been completed to City’s sole satisfaction. City shall pay Vendor’s invoice within fourty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Vendor’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three (3) years after the termination date.
2.5. W-9 . Vendor must provide City with a current W -9 for m prior to the commencement of work under this Agreement. It is the Vendor’s responsibility to provide to the City any revised or updated W-9 form during the term of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work . The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date for a three (3) year term with the option for the City to extend for two (2) additional one (1) year terms.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Vendor. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination.
In the event of such termination, Vendor shall immediately stop rendering services under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, City shall pay Vendor for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both SP+ PSA 2024
completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Vendor.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Vendor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Vendor, at no cost to City. Any use of uncompleted documents without specific written authorization from Vendor shall be at City's sole risk and without liability or legal expense to Vendor.
5.0. INSURANCE
5.1. Insurance Required. Vendor shall procure and maintain throughout the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Vendor, its agents, representatives, employees or subcontractors. Vendor shall provide current evidence of the required insurance in a form acceptable to City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration , or termination of this Agreement.
Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which Vendor may be held responsible for payments of damages to persons or property.
5.2. Minimum Scope and Limits of Insurance.
A. Commercial General Liability Insurance. Vendor shall maintain commercial general liability insurance coverage in a form at least as broad as ISO Form #CG 00 01, with a limit of not less than $2,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.
B. Business Automobile Liability Insurance. Vendor shall maintain business automobile liability insurance coverage in a form at least as broad as ISO Form # CA 00 01, with a limit of not less tha n $1,000,000 each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles.
C. Workers’ Compensation and Employers’ Liability Insurance. Vendor shall maintain workers’ compensation insurance as required by the State of California and employers’ liability insurance with limits of not less than $1,000,000 each accident.
5.3. Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by City.
5.4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:
A. Commercial General Liability. City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Vendor, including materials, parts or equipment furnished in connection with such work or operations. Such coverage as an additional insured shall not be limited to the period of time during which Vendor is conducting SP+ PSA 2024
ongoing operations for City but rather, shall continue after the completion of such operations. The coverage shall contain no special limitations on the scope of its protection afforded to C ity, its officers, employees and volunteers.
B. Commercial General Liability. This insurance shall be primary insurance as respects City, its officers, employees and volunteers and shall apply separately to each insured against whom a suit is brought or a claim is made. Any insurance or self -insurance maintained by City, its officers, employees and volunteers shall be excess of this insurance and shall not contribute with it.
C. Workers’ Compensation and Employers’ Liability Insurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done on behalf of City.
D. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to City.
If Vendor maintains higher limits or has broader coverage than the minimums shown above, City requires and shall be entitled to all coverage, and to the higher limits maintained by Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
E. Subcontractors. Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and Vendor shall ensure that City is an additional insured on insurance required from subVendors.
F. Special Risks or Circumstances. C ity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.
5.5 Acceptability of Insurers . All required insurance shall be placed with insurers acceptable to City with current BEST’S ratings of no less than A, Class VII. Workers’ compensation insurance may be placed with the California State Compensation Insurance Fund.
All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of City, insurance provided by non-admitted or surplus carriers with a minimum BEST’S rating of no less than A- Class X may be accepted if Vendor evidences the requisite need to the sole satisfaction of City.
5.6 Verification of Coverage. Vendor shall furnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self -insured retentions.
Additionally, Vendor shall furnish copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences.
City reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by SP+ PSA 2024
the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Vendor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Vendor called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Managers. City shall designate a Project Manager to work dir ectly with Vendor in the performance of this Agreement.
Vendor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Vendor or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO VENDOR: IF TO CITY:
SP Plus Corporation
3470 Wilshire Blvd, Suite 400
Los Angeles, CA 90010
City of Fullerton Police Department
237 W. Commonwealth Ave.
Fullerton, CA 92832
6.5. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.
6.7. Assignment. Vendor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Vendor's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall SP+ PSA 2024
constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Vendor of Vendor's obligation to perform all other obligations to be performed by Vendor hereunder for the term of this Agreement.
6. 8. Indemnification and Hold Harmless. To the fullest extent of the law, Vendor agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, and employees, at Vendor’s expense, from and against claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, and employees arising out of the performance of the Vendor, its employees, and/or authorized subcontractors, of the professional services undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Vendor, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Vendor, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, and employees based upon the work performed by Vendor, its employees, and/or authorized subcontractors under this Agreement, whether or not Vendor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.
Notwithstanding the foregoing, the Vendor shall not be liable for the defense or indemnification of the City for claims, actions, complaints, or suits arising out of the negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Vendor’s Proposal, which shall be of no force and effect. Notwithstanding the foregoing, however, in the event that a court or jury determines that liability with respect to any Loss was caused or contributed to by the negligent act, error, omission or willful misconduct of the City, liability will be apportioned between Consultant on the one hand and the City on the other hand with regard to such Loss based upon the parties’ respective degrees of culpability, as determined by the court or jury, and Consultant’s duty to indemnify the City and its officials, officers, employees, volunteers and agents will be limited accordingly.
6. 9. Independent Contractor. Vendor is and shall be acting at all times as an independent contractor and not as an employee of City. Vendor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Vendor or any of Vendor ’s employees, except as set forth in this Agreement. Vendor shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Vendor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Vendor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Vendor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Vendor further agrees to indemnify and hold City harmless from any failure of Vendor to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Vendor under this Agreement any amount due to City from Vendor as a result of Vendor ’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Vendor or any employee, agent, or subcontractor of Vendor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Vendor shall indemnify, defend, SP+ PSA 2024
and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Vendor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Vendor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to Vendor’s performance or services rendered under this Agreement, Vendor shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents . All findings, reports, CAD drawings, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Vendor or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Vendor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Vendor . City shall indemnify and hold harmless Vendor from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Vendor . Vendor shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files, audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.
6.13. Public Records Act Disclosure. Vendor has been advised and is aware that this Agreement and all reports, documents, information and data , including, but not limited to, computer tapes, discs or files furnished or prepared by Vendor , or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Vendor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest . Vendor and its officers, employees, associates and subVendors, if any, will comply with all conflict of interest statutes of the State of California applicable to Vendor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Vendor and its officers, employees, associates and subVendors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Vendor is not currently performing work that would require Vendor or one of its officers, employees, associates or subVendor s to abstain from a decision SP+ PSA 2024
under this Agreement pursuant to a conflict of interest statute.
6. 15. Responsibility for Errors . Vendor shall be responsible for its work under this Agreement. Vendor, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Ve ndor occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Vendor shall, at no cost to City, provide all necessary design drawings, estimates and other Vendor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. In addition, Vendor shall reimburse City for any and all costs, expenses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.
6. 16. Prohibited Employment. Vendor will not employ any regular employee of City while this Agreement is in effect.
6. 17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail . If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.
6. 18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6. 19. No Third Party Beneficiary Rights . This Agreement is entered into for the sole benefit of City and Vendor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.2 0. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.2 1. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6. 22 . Amendments . Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6. 23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
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6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.26. Corporate Authority . The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
6.27 Executive Order N -6-22. On March 4, 2022, Governor Gavin Newsom issued Executive Order N -6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the City determine Vendor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The City shall provide Vendor advance written notice of such termination, allowing Vendor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the City.
Vendor shall immediately notify City in writing upon being subjected to Economic Sanctions or upon being charged by a government agency of conducting prohibited transactions within the meaning of Executive Order N-6-22.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF FULLERTON
__________________________________ Date: __________________________ Eric Levitt, City Manager
VENDOR
__________________________________ Date: __________________________ SP Plus Corporation
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APPR
OVED AS TO FORM:
__________________________________
Richard D. Jones, City Attorney
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EXHIBIT A
SERVICES & FEES
EXHIBIT
SCOPE OF SERVICE TERMS
1. MANAGEMENT FEE. As compensation for Consultant's services hereunder, City shall pay Consultant the following management fees (collectively, the “Management Fee”):
a Management Fee of $4,539.89 per month; plus
At the commencement of the Operational Period, if exercised, the Management Fee shall automatically increase by the greater of three percent (3%), or the annual percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U); Los Angeles-Long Beach- Anaheim, CA. Exception to be considered if state labor wage regulations require an increase above the aforementioned amount and agreed upon in writing by the City.
The Management Fee shall be paid by the City to Consultant pursuant to Professional Services Agreement (“Agreement”).
2. REIMBURSEMENT OF EXPENSES.
(a) Budget. Consultant shall annually prepare and deliver to City a proposed budget, for City’s reasonable approval, reflecting the Operating Expenses (defined below) that Consultant expects to incur during City’s forthcoming fiscal year or calendar year (as City designates) (the “Budget”), it being agreed that if City for any reason does not respond to any proposed Budget within thirty (30) days after City’s receipt thereof, the proposed Budget shall be deemed approved.
If at any time during the period covered by an approved Budget it appears to Consultant that the actual total of all Operating Expenses likely to be incurred during said period will exceed the Budget’s projected total by more than ten percent (10%), Consultant shall so advise the City, and the City and Consultant shall jointly discuss what actions, if any, could be taken to minimize the Operating Expenses without substantially impairing Consultant’s operations provided pursuant to the Agreement.
(b) Operating Expenses. The City shall pay Consultant for expenses incurred by Consultant in the performance of its duties, obligations and services pursuant to the Agreement (collectively, “Operating Expenses”). Operating Expenses shall include, without limitation:
salaries and wages plus associated payroll burden (including, without limitation payroll taxes and fringe benefits););health insurance, workers'' compensation insurance, business automobile insurance, commercial general liability insurance, and professional lia bility insurance;; licenses and permits; uniforms, supplies, printed materials, tools; cleaning, fueling, maintenance and repair of enforcement vehicles to be performed by consultant; any applicable sales, parking, use, excise, gross receipts or other tax or charge due the taxing authorities (collectively, "Sales Tax"). Operating Expenses shall also include any expenses not listed above that are approved by the City prior to expenditure and consistent with the approved Budget. Operating Expenses are approved by the City.
33. ENFORCEMENT PROGRAM.
(a) Enforcement Program. As of the “Enforcement Program Commencement Date”, the date on which the City and Consultant mutually agree in writing to commence the Enforcement Program, Consultant shall provide the City the following services (the “Enforcement Program”):
(i) Overnight Parking Enforcement. From 2:00 a.m. until 5:00 a.m. every day (Enforcement Period), Consultant shall monitor the Overnight Parking Enforcement Area for vehicles in violation of parking policies and ordinances established by the City and provided to Contractor in writing and place written notices with any associated fees, as determined by City’s ordinances, (the “Violation Fees”) on such vehicles. The “Overnight Parking Enforcement Area” will be that area agreed to by the parties in writing, which may be done via email. The Consultant shall staff the Overnight Parking Enforcement with 2 parking enforcement personnel for a shift of 1:30 a.m. to 5:30 a.m., to provide two (2) 30-minute Administrative Periods for the purposes of obtaining and fueling vehicles, obtaining and preparing any and all equipment, and preparing and performing record keeping before and after each Enforcement Period.
If City disputes an Operating Expense, it shall give consultant written notice specifying the item disputed and the reason therefor. Payment for any Operating Expense which is not disp uted shall not be withheld. The parties shall, in good faith, diligently pursue resolution of any disSuted item within thirty (30) days of said notice.
c
1HZ3DUNLQJ(TXLSPHQW 7he costs to procXre and maintain an\ necessar\ neZ eTXipment shall Ee treated as Operatin J(xpenses and reimEXrsed pXrsXant to the term of the AJreement,f the AJreement is terminated prior to the expiration of the AJreement, an\ costs incXrred E\the FonsXltant to terminate an\ leases for neZeTXipment shall Ee deemed OperatinJ (xpenses7KH&LW\DFNQRZOHGJHV that
i
the QHZHTXLSPHQW is and shall remain personal
propert\ and shall not constitXte a fixtXre, and
ii
the &LW\ does not oZn the QeZHTXLSPHQW and
the &LW\ shall not KDYHRUDFTXLUHDQ\ULJKW, title or interest in or to the QHZHTXipment at an\ time Xnder the AJreement7KH&LW\ shall not sXffer or permit an\lien or encXmEUance to attach to the QHZHTXLSPHQW7KH&LW\ shall refrain from taNLQJDQ\ action to Ear, restrain or otherZise preYent &RQVXOWDQW, its representati Yes, aJents, secXred parties, sXccessors or assiJns from enterin J, and hereE\Jrants to said parties the riJKWRIHQWU\ to, the Premises as defined EeloZ
for the
pXrpose of inspectin J or, after an eYent of defaXlt under or the expiration of term of the Agreement, taking possession of and removing the new equipment at any reasonable time or times. Notwithstanding the above, if the Agreement is terminated prior to the expiration of the Agreement, City shall have the option to negotiate with equipment vendor prior to such termination to take over the lease for the new equipment. Nothing herein shall require Consultant to continue on such leases while such negotiations are occurring. Nothing in the forgoing prevents the City and Consultant from establishing a financed purchase rather than lease of the new equipment subject to terms of any future financing agreement.
Collection of Violation Fees. The Consultant shall not be responsible for the collection of Violation Fees from the owners of the vehicles.
The Consultant shall provide a minimum of 2 and a maximum of 4 parking enforcement personnel to drive in tandem with the City's street sweeping vehicles to monitor the Street Sweeping Enforcement Area for vehicles in violation of parking policies and ordinances established by the City and provided to Contractor and place written notices with any violation fees on such vehicles. The “Street Sweeping Enforcement Area”will be that area agreed to by the parties in writing, which may be done via email. Shifts shall include two (2) 30-minute Administrative Periods for the purposes of obtaining and fueling vehicles, obtaining and preparing any and all equipment, and preparing and performing record keeping before and after each Enforcement Period.
(ii) Downtown Parking Enforcement. Daytime:from 8:00 a.m. until 6:00 p.m., Monday through Saturday; Nighttime 9:00 p.m. until 5:30 a.m., Thursday through Saturday (Enforcement Period).
(a) Consultant shall monitor the Downtown Daytime Parking Enforcement Area for vehicles in violation of parking policies and ordinances established by the City and provided to Contractor in writing and place written notices with any violation fees on such vehicles. The Downtown Daytime Parking Enforcement Area”will be that area agreed to by the parties in writing, which may be done via email. The Consultant shall staff the Downtown Daytime Parking Enforcement with 2 parking enforcement personnel for a shift of 7:30 a.m. to 6:30 p.m., to provide two (2) 30-minute Administrative Periods for the purposes of obtaining and fueling vehicles, obtaining and preparing any and all equipment, and preparing and performing record keeping before and after each Enforcement Period.
(b) Consultant shall monitor the Downtown Nighttime Paid Parking Enforcement Area for vehicles in violation of parking policies and ordinances established by the City and provided to Contractor in writing and place written notices with any violation fees on such vehicles. The "Downtown Nighttime Paid Parking Enforcement Area" will be that area agreed to by the parties in writing, which may be done via email. The Consultant shall staff the Downtown Nighttime Paid Parking Enforcement with (2) parking enforcement personnel for a shift of 98:30 p.m. to 6:00 a.m., to provide two (2) 30-minute Administrative Periods for the purposes of obtaining and fueling vehicles, obtaining and preparing any and all equipment, and preparing and performing record keeping before and after each Enforcement Period.
(iii) Street Sweeping Enforcement. From 6:30 a.m. until 4:00 p.m., Monday through Friday. (Enforcement Period)
16.5% 39.2% 44.3% 100.00%
City of Fullerton
Year 1 Budget Projections
Parking Enforcement Expenses Overnight Downtown Sweeping Consolidated Payroll & Benefits
Salaries & Wages 69,425$ 165,507$ 186,849$ 421,782$ Payroll Taxes & Burden 5,772$ 13,760$ 15,534$ 35,066$ Health, Pension & 401(k) 9,463$ 22,559$ 25,468$ 57,491$ Workers Compensation 23,049$ 54,948$ 62,034$ 140,031$ Payroll & Benefit Expense 107,709$ 256,775$ 289,886$ 654,369$ Other Operating Expenses
Uniforms 494 1,177 1,329 3,000
Printing - - - -
Repairs & Maintenance 3,050 7,270 8,208 18,528 License & Permits 412 981 1,108 2,500 Liability Insurance 8,764 20,894 23,589 53,247 Supplies 296 706 797 1,800
Other - - - -
General Expense 741 1,766 1,994 4,501 Start-Up Expenses
Total Operating Expense 13,757$ 32,795$ 37,024$ 83,576$ Management Fee
Base Management Fee 8,967$ 21,377$ 24,134$ 54,479$ Incentive Management Fee -$ -$ -$ -$
Accounting / Bookkeeping Fee -$
Total Management Fee 8,967$ 21,377$ 24,134$ 54,479$ Expense Total $ 130,433 $ 310,947 $ 351,044 $ 792,424
Duties Days Hours Area
Street Sweeping Mon ‐ Fri 6:30‐1600 ALL CITY Hours Street Sweeping Time Marking Paid Parking Overnight Time Marking Mon ‐ Sat 0500‐1800 Downtown Week 140 92 32 52 Total Hours Per Month Paid Parking Thu ‐ Sat 2100‐0100 Downtown Month 560 368 128 208 1264 Over Night Mon ‐ Sun 0130‐0530 ALL CITY 44.30% 16.46% 100.00% Monday Tuesday Wednesday Thursday Friday Saturday Sunday Duties Hours 0130‐1000 0130 ‐1000 0130 ‐1000 0130 ‐1000 0130 ‐1000
2100‐0100 2100 ‐0100 Over Night 20
Paid Parking Paid Parking Time Marking 20
Over Night Over Night Paid Parking 8
0500‐0130
0500‐0130 0500 ‐0130 0500 ‐0130 0500 ‐0130 2100 ‐0100 Street Sweeping 20 Street Sweeping Street Sweeping Street Sweeping Street Sweeping Street Sweeping Paid Parking Time Marking 20 Paid Parking 4
0630‐1600 0630 ‐1600 0630 ‐1600 0630 ‐1600 0630 ‐1600
Street Sweeping Street Sweeping Street Sweeping Street Sweeping Street Sweeping 0630‐1600 0630 ‐1600 0630 ‐1600 0630 ‐1600 0630 ‐1600
Street Sweeping Street Sweeping Street Sweeping Street Sweeping Street Sweeping 0630‐1600
0630‐1600 0630 ‐1600 0630 ‐1600 0630 ‐1600
Street Sweeping Street Sweeping Street Sweeping Street Sweeping Street Sweeping 0130‐1000 0130 ‐1000 0130 ‐1000 2100 ‐0530 2100 ‐0530 Time Marking 12 Over Night Over Night Over Night Paid Parking Paid Parking Paid Parking 8 Time Marking Time Marking Time Marking Over Night Over Night Over Night 20 2100‐0530
2100‐0531 2100 ‐0532
Paid Parking Paid Parking Paid Parking Paid Parking 12 Over Night Over Night Over Night Over Night 12
0900‐1730 0900 ‐1730 0900 ‐1730 0900 ‐1730 0900 ‐1730
Time Marking Time Marking Time Marking 2045‐0515 Time Marking PEO 6 OFF OFF Time Marking 40
PEO 4 OFF OFF
PEO 5 PT OFF OFF OFF OFF
PEO 3 OFF OFF Street Sweeping 40
PEO 2 OFF OFF Street Sweeping 40
Supervisor 2
PEO 1 OFF OFF Street Sweeping 40
Parking Enforcement Schedule
Downtown
Supervisor 1 Over Night Over Night Over Night
39.24%
SP+ PSA 2024
EXHIBIT B
CERTIFICATES OF INSURANCE