Stanton City Council
July 23, 2024

Kroger or such Attorney may bring any dispute as to whether such Attorney shall be obligated to refund such amounts received from the Attorney Fee Fund to Kroger, to the Fee Panel. Nothing herein shall require a multi-attorney law firm that has received compensation from the Attorney Fee Fund to refund such amounts if an attorney of the firm that is no longer affiliated with such law firm, after such departure, represents a Later Litigating Subdivision or Later Litigating State, provided that (a) neither the law firm nor any of its other attorneys have any contractual or financial arrangement regarding, stand to benefit directly or indirectly from, or directly or indirectly provide financial or other support of any kind to, the former attorney’s representation of the Later Litigating Subdivision or Later Litigating State and (b) if the former attorney was a partner or owner of the multi-attorney law firm at the time that the law firm received compensation from the Attorney Fee Fund, the former attorney shall be obligated to refund such amounts as the former attorney earned as a result of the compensation that the law firm received from the Attorney Fee Fund.

9. In the event that an Attorney is deemed ineligible by the Fee Panel (whether based on its initial application or subsequent recertification), the Fee Panel shall provide notice to the Attorney and give the Attorney 30 days to provide additional information such that the Fee Panel could re-consider the Attorney’s eligibility.

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10. To the extent that an Attorney has a Fee Entitlement with a Participating Subdivision and is authorized to bring Released Claims against Released Entities, but such authorization is, in scope, less broad than the category of Released Claims set forth in the Kroger Agreement, such Attorney may participate fully in both the Contingency Fee Fund and the Common Benefit Fund, without any reduction imposed by the Fee Panel due to the scope of the authorization, so long as the Participating Subdivision fully releases all Released Claims against Released Entities.

11. Attorneys applying to the Attorney Fee Fund knowingly and expressly agree to be bound by the decisions of the Fee Panel, subject to the limited appeal rights set forth in this Fee Agreement, and waive the ability to assert the lack of enforceability of the allocation reached through the procedures outlined herein.

12. Applicants are under an ongoing obligation to inform the Fee Panel in writing of any additional fees earned, expected, or received related to any Opioid litigation throughout the period of the Fee Panel’s operation.

H. Calculation of Amounts Due

1. The Fee Panel shall be solely responsible for determining the amount of fees to be paid to each Applicant. None of the Released Entities shall have any responsibility, obligation, or liability of any kind whatsoever with respect to how attorneys’ fees are calculated under this Section, except that the Fee Panel may receive information from Kroger as to (a) the identity of Participating, Non-Participating, Litigating, Later Litigating, and Non-Litigating Subdivisions; (b) the impact of non-participation by a Litigating Subdivision as is relevant to the Fee Panel’s determination in paragraph II.C.4; and (c) such other information as Kroger may voluntarily elect to provide.

2. The Fee Panel shall establish procedures for making determinations under this Fee Agreement consistent with this Fee Agreement and orders of the MDL Court. Such procedures may include submission of documentary and/or other evidence, interviews with Applicants and/or other counsel (including counsel for Kroger) that the Fee Panel deems appropriate, and/or other means of creating a record upon which fee awards will be based.

3. In making determinations under this Fee Agreement, the Fee Panel must apply the eligibility criteria set forth in Section II.G of this Fee Agreement and the criteria set forth in Section II. The Fee Panel shall ensure that payments are only made for Qualifying Representations of Participating Litigating Subdivisions. In addition, the Fee Panel will give consideration in regard to Common Benefit Fund awards to the Johnson factors, as well as the following factors (which factors may be applied and given relative weight in the Fee Panel’s discretion):

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a. The Applicant’s contemporaneously recorded time and labor dedicated to Qualifying Representations along with the Applicant’s financial commitment to such Qualifying Representations. Claimed “time” will not be automatically accepted by the Fee Panel but will be critically reviewed and given substantially more weight and consideration if such time was subject to the audit process described in any Pretrial Order(s) governing the collection of common benefit time;
b. The novelty, time, and complexity of the Qualifying Representations; c. The skill requisite to perform legal services properly and undesirability of the case;
d. The preclusion of other employment by the Applicant due to time dedicated to Qualifying Representations;
e. The Common Benefit, if any, alleged to have been conferred by the Applicant and whether such Common Benefit work product by that Applicant was used by others in parallel litigations against Released Entities whether within or outside the MDL, provided that any Applicant claiming that s/he substantially benefited cases other than those in which s/he entered an appearance as counsel must substantiate such claims by proffering factual support, such as proper supporting affidavits or other documents as determined by the Fee Panel with input from Attorneys for Participating Litigating Subdivisions;
f. Any “common detriment,” as set forth in paragraph II.C.4; g. Any contingent fee agreement or other Fee Entitlement with Participating Subdivisions, enforcement of which, except for State Back-Stop Agreements, are waived in conjunction with the application, the nature and extent of any work for those Participating Subdivisions, whether such Participating Subdivisions actively litigated and, if so, the nature and procedural history of such case(s);
h. The experience, reputation, and ability of the Applicant; i. Whether the Applicant’s clients brought Released Claims against Released Entities;
j. The status of discovery in cases primarily handled by the Applicant; k. The nature of any work by the Applicant on “bellwether” cases or cases that were similarly active in litigation;
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l. Any pressure points successfully asserted by the Applicant in cases against Kroger or any risk for Kroger created by the Applicant in cases against Kroger;
m. Any risk for defendants created by Applicants in cases against Kroger; n. Successful and unsuccessful motion practice in cases worked on by the Applicant;
o. The date of filing of any cases filed by the Applicant; p. Obtaining consolidation of the litigation in the Applicant’s jurisdiction; q. The number and population of entities represented by the Applicant and the fees that would have been awarded under extinguished contingent fee arrangements;
r. Whether the Applicant’s clients brought claims against Kroger prior to the announcement of this settlement on September 8, 2023;
s. Whether the Applicant has had a leadership role in the litigation, whether in state or federal court;
t. Whether the Applicant has had a leadership role in any negotiations aimed at resolving the litigation;
u. Whether the Applicant’s cases have survived motions to dismiss; v. The extent to which the Applicant contributed to the work product used for the common benefit of opioids litigants, including, without limitation, work on ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions, document production and analysis experts, motions, briefs and pleadings, trial preparations, and trials;
w. The extent to which litigation occurred prior to and contributed to completion of settlement negotiations, as distinct from litigation that occurred after the announcement of the Kroger Agreement on September 8, 2023, such latter litigation both being of less value and, the case of litigation filed after the announcement of the Kroger Agreement on September 8, 2023, resulting in a common detriment to the settlement process, which in both cases should be viewed less favorably; and
x. Any other factors that the Fee Panel finds to be appropriate to consider after input from Applicants to the Attorney Fee Fund.

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4. It is possible that the States and Subdivisions that are litigating Opioid cases will enter additional settlements in close proximity of the time for processing the Kroger Agreement. If there are additional settlements and these settlements create a Common Benefit Attorney Fee Fund to be administered by the Fee Panel, the Fee Panel may:
a. Consolidate the Common Benefit approval process to include evaluation of all Common Benefit Applications for all settlements entered after November 14, 2022;
b. Determine the fair and equitable allocation of the Aggregate Common Benefit Fees that come after December 9, 2022, including consideration of beneficial or detrimental actions taken with respect to any Settling Defendant contributing to the Common Benefit Attorney Fee Fund; c. Give consideration to the amount and timing of each settlement, including the amount and timing of Common Benefit Fees;
d. The Fee Panel shall abide by the applicable Attorney Fee Agreement in each of the Settlements in Allocating the Common Benefit Fees provided for in the Settlement; and
e. Be guided in their work by the Orders of the Court related to Fees and Costs.

5. The Fee Panel shall develop procedures for receiving a single application, which may be updated or amended based on new information (such as participation by additional Litigating Subdivisions) from each Applicant seeking compensation from each sub fund of the Attorney Fee Fund pursuant to processes and procedures developed by the Fee Panel, which shall not be inconsistent with this Fee Agreement. Any request for attorneys’ fees not included on the single application or through the updating/amendment process designed by the Fee Panel shall be deemed waived. For purposes of transparency and to permit the Fee Panel to conduct its work, the application from each Applicant shall, at a minimum, require each Applicant to:
a. Identify all Litigating Subdivisions for which s/he is seeking payment from the Attorney Fee Fund;
b. Identify all Subdivisions in both Settling and Non-Settling States (and, where applicable, Tribal Nations) with respect to which s/he has a Fee Entitlement with respect to Relevant Claims against Released Entities, and identify all co-counsel in such cases;
c. Identify which of those Subdivisions are Participating Subdivisions and which are not (with similar information for Tribal Nations, where applicable);
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d. Specify the specific fund or funds within the Attorney Fee Fund from which the Attorney is seeking compensation;
e. Demonstrate his or her eligibility for compensation from the relevant sub funds within the Attorney Fee Fund pursuant to the criteria set forth for the relevant sub fund;
f. Identify any and all Fee Entitlements from representations of States, Tribal Nations, or other plaintiffs related to Released Claims against Released Entities or in opioids-related matters;
g. Notwithstanding “a-f” above, the Panel may consider a supplemental application if the Applicant shows good cause why circumstances exist that will lead to consideration for additional Common Benefit award. Examples would include, but are not limited to, an Applicant having Non-Participating Litigating Subdivision clients that subsequently become Participating Subdivisions, a Bar Date passes that increases participation or an Allocation Agreement is reached.

6. With respect to the Common Benefit Fund, the Fee Panel shall (subject to any applicable MDL Court Order):
a. Review the applications of all Applicants seeking compensation from the Common Benefit Fund, including determining eligibility for each Applicant as set forth in Section II.G.
b. Using criteria set forth in Sections II.C and II.G, allocate amounts from the Common Benefit Fund to eligible Applicants, including payment amounts for each Payment Year. In making such allocations, the Panel shall apply the principles set forth in paragraph II.C.5 to the amounts paid to Applicants with a Common Benefit Fee Entitlement.

7. With respect to the Contingency Fee Fund, the Fee Panel shall:
a. Review the applications of all Attorneys seeking compensation from the Litigating Subdivision Fee Fund, including determining eligibility for each Attorney as set forth in Section II.G.
b. Apply the Mathematical Model in Exhibit A.
c. Use such allocations to determine refund amounts owed to Kroger from the Attorney Fee Fund, and inform Kroger and the MDL PEC of all such adjustments.

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8. To the extent that there is a dispute about the calculations of the Fee Panel related to the amount that Kroger is required to pay (including application of any reductions or refunds under this Fee Agreement), such disputes shall be presented to the Fee Panel and any disputed funds be paid into/held in escrow.

The Fee Panel shall resolve such disputes expeditiously, with either Party having the right to seek review from the MDL Court.

9. For purposes of determination of fee or cost awards, allocations, reductions, and possible reversions under this Fee Agreement, unless specified otherwise a Subdivision will be considered a Non-Participating Subdivision if it is not a Participating Subdivision as of the deadline for the application for the fee at issue (or, if the determination does not involve a specific application, the date on which the record for such determination closes).

10. In the event that the Fee Panel, through the use of the Mathematical Model set forth in Exhibit A, allocates funds from the Contingency Fee Fund for an Attorney based on a Qualifying Representation of a Participating Litigating Subdivision and that Subdivision is in a Settling State in which the Consent Judgment has not been approved, such funds shall be placed into escrow until the Consent Judgment is approved, after which time they shall be released.

I. Miscellaneous

1. The Fee Panel shall charge an hourly rate approved by the Court. The PreEffective Date costs associated with the Cost and Expense Fund Administrator shall be paid from funds in the Cost Fund. Post-Effective Date, the cost of the Fee Panel shall be charged against the applicable Fee Fund based on allocation by the Fee Panel and shall not be otherwise funded by Kroger.

2. The MDL PEC will seek, and the Attorneys General for Settling States and the Kroger will not oppose, a Common Benefit Fee Order requiring an assessment of 7.5% on the gross recovery (by judgment or settlement) of any NonParticipating Subdivision that is subject to the federal court jurisdiction, represented by a MDL PEC firm, represented by any Attorney receiving fees from the Common Benefit Fund, represented by any Attorney that signed a Participation Agreement or had been paid in a case otherwise under the jurisdiction of the MDL Court.

3. The MDL PEC shall provide to Kroger information the PEC has that identifies Attorneys who represent Litigating Subdivisions who are not Participating Subdivisions and who have an obligation to pay a common benefit assessment, either due to the MDL Court’s orders or pursuant to a Participation Agreement.

4. The MDL PEC and Kroger agree that it is a conflict of interest for an Attorney that had represented a Participating Subdivision or Settling State to represent a Later Litigating Subdivision or Later Litigating State, including a Non-Eligible State or a subdivision in a Non-Eligible State. This Subsection shall be R-23
enforceable to the extent permitted by the equivalent to Rules 1.16 and 5.6 of the ABA Model Rules of Professional Conduct in the relevant jurisdictions.

The MDL PEC represents that it will comply with this provision in the case of the Kroger Agreement until the Effective Date of the Kroger Agreement, as well as thereafter, if the Kroger Agreement proceeds.

5. Participating Subdivisions agree to instruct their counsel to treat information, work product and expert materials as confidential under Rule 1.6 of the ABA Model Rules of Professional Conduct. Accordingly, an Attorney shall not share information or work product with, or experts or materials to, non-participants (other than the Attorney’s own current clients or their lawyers, consultants, experts or other representatives or agents), including Non-Eligible States or subdivisions in Non-Eligible States. However, nothing herein shall prevent MDL Leadership or PEC Counsel from fulfilling their obligations in any MDL and the MDL Court Order.

III. Miscellaneous
A. Termination. If the Kroger Agreement does not proceed past the Reference Date, whether because Kroger does not determine to proceed or for any other reason, this Fee Agreement shall be null and void, Kroger shall have no obligation to make any payments under this Fee Agreement, and Kroger and the MDL PEC shall take such steps as are necessary to restore the status quo ante.

B. MDL Court Consideration. This Fee Agreement shall be attached as an exhibit to the Kroger Agreement. This Fee Agreement shall also be submitted by Kroger and the MDL PEC to the MDL Court for approval pursuant to the motion and order that shall be attached.

1. In the event that the MDL Court, through an order, makes any change to the amounts potentially to be paid by Kroger under this Fee Agreement, makes any change to the Fee Panel’s consideration of the factors set forth in paragraph II.C.4, or any other material change to the draft Order attached as part of Exhibit B or the terms of this Fee Agreement, Kroger and the MDL PEC shall meet and confer concerning such changes. The MDL Court shall have no authority to increase the payments made by Kroger related to fees and costs beyond the amounts described in this Fee Agreement.

2. If Kroger and the MDL PEC are unable to reach agreement and revisions to this Fee Agreement, this Fee Agreement shall be null and void, Kroger shall have no obligation to make any payments under this Fee Agreement, and Kroger and the MDL PEC shall take such further steps as are necessary to restore the status quo ante.

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C. Amendment. Once the MDL Court has entered an order implementing this Fee Agreement, this Fee Agreement can only be amended by (1) written agreement of Kroger and the MDL PEC and (2) approval by the MDL Court.

D. Jurisdiction and Enforcement. The MDL Court shall have exclusive and ongoing jurisdiction over the enforcement and implementation of this Fee Agreement as set forth herein. The MDL PEC shall be the Authorized Party to enforce this Fee Agreement, as to the payment obligations of Kroger as set forth in this Fee Agreement and as to Attorneys making application to the Funds under this Fee Agreement. Solely for purposes of assessing or allocating common benefit fees, the MDL Court will continue to have jurisdiction over the work product developed in the MDL Court by and under the direction of the MDL PEC with respect to claims against Kroger, including data and documents, depositions, expert reports, briefs and pleadings; and the MDL Court’s protective orders, management orders, and other decisions regarding such discovery and other work product, including but not limited to, conditions on its use, will continue in full force and effect. Nothing in this paragraph authorizes the MDL Court to act contrary to this Agreement or to share any of the work product, or provides the MDL Court with jurisdiction over the Kroger Agreement. 1 EXHIBIT A
Description of Mathematical Model for the Allocation of the Contingency Fee Funds Kroger Settlement Agreement
This document describes the Mathematical Model for allocation of the Contingency Fee Fund described in Exhibit R (Agreement of Attorneys’ Fees, Costs, and Expenses) to the Kroger Settlement Agreement.1 Awards of fees from the Contingency Fee Funds shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Kroger Settlement Agreement.2 A Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a counsel to participate. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculations.

In general terms, allocation of the Contingency Fee Fund shall be made by (1) determining the amount of the Settlement Fund that is attributable to each Participating Litigating Subdivision; (2) making certain adjustmentsto these amounts based on when the Subdivision filed suit and the terms of the applicable fee contract; and (3) dividing the Contingency Fee Fund proportionately among counsel for each Participating Litigating Subdivision based on the amounts calculated in subpart 2.

To collect a fee award from the Contingency Fee Fund, a Participating Litigating Subdivision must have named Kroger (or any Released Entity) in its lawsuit. The total maximum amount of the Contingency Fee Fund in the Kroger Settlement Agreement is $35,520,000. 3 Allocation of the Contingency Fee Fund shall be made according to the following steps. These calculations are made only for purpose of determining the percentage share of the Contingency Fee Fund that Attorneys for each Participating Litigating Subdivision should receive, not for determining the dollar amount each Subdivision will receive. (1) For each Settling State, attribute 50% of the settlement funds for that State to its Subdivisions according to the Subdivision Allocation Percentage in Exhibit G to the Kroger Settlement Agreement.

Illustrative example:
• Assume that State A is allocated 1.00000% of the $1,200,000,000 Remediation amount [see Exhibit M of the Kroger Settlement Agreement]. • 50% of the 1% share allocated to State A is $6,000,000.

1 See Kroger Settlement Agreement, Exhibit R § II.D.2. 2 Kroger Settlement Agreement, Exhibit R § II.D.2. 3 Kroger Settlement Agreement, Exhibit R § II.A.1 & II.D.1. 2 • Assume that, per Exhibit G of the Agreement, the Subdivision Allocation Percentage for City B in State A is 1.00000000%.
• For purposes of determining its counsel’s share of the Contingency Fee Fund, City B is attributed 1.00000000% of $6,000,000, or $60,000. (2) Adjust the amounts in paragraph 1 as follows:
a. Upward Adjustment for Early Filers. Increase the amount calculated in paragraph 1 above by 10% for any Litigating Subdivision that named Kroger in a suit before December 5, 2017, the date the National Prescription Opiate Litigation MDL was formed. If the Litigating Subdivision did not name Kroger in a suit before September 8, 2023, then fees from the Contingency Fee Fund will not be awarded to Attorneys with otherwise Qualifying Representations of that Participating Litigating Subdivision.

Illustrative Example:
• Assume City C is attributed $1,000,000 under paragraph 1 above. • If City C named Kroger before 12/5/2017, the attributed amount would be adjusted to $1,100,000.
b. Determine Amount Due under Contingency Fee Contract. Determine the amount that would be due to Attorneys with Qualifying Representations of each Participating Litigating Subdivision under the terms of the applicable fee contract if the Participating Litigating Subdivision were to receive the amount calculated in paragraph 2.a. This amount can be referred to as the Contingency Fee Assumption.

Illustrative Example:
• Continuing the example given in paragraph 2.a, if Attorneys have a 20% contingency fee contract with City C for the relevant litigation, the amount calculated in this step would be 20% of $1,100,000, or $220,000.

In the next step, the Contingency Fee Assumption is used to determine the percentage share of the Contingency Fee Fund due to Attorneys for each Participating Litigating Subdivision.
(3) Divide the Contingency Fee Fund proportionately among Attorneys for each Participating Litigating Subdivision in two ways:
a. National Fee Pool Calculation. Determine each Litigating Subdivision’s 3 percentage share of all amounts due under contingency fee contracts nationwide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions. Then multiply that percentage by the Contingency Fee Fund to figure each Subdivision’s dollar share of the Contingency Fee Fund (but only if the Subdivision timely named Kroger in a lawsuit).

Illustrative example:
• $220,000 [from para. 2.b] ÷ $280,000,000 [total amount owed under contingency fee contracts nationwide] = 0.0785714%4
• 0.0785714% * $225,493,007.20 [Contingency Fee Fund] = $177,173.01
b. Separate State Fee Pools Calculation. Determine each Litigating Subdivision’s percentage share of all amounts due under contingency fee contracts statewide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions in the same State.

Then multiply that percentage by the portion of the Contingency Fee Fund that corresponds to that State’s Overall Allocation Percentage, shown in Exhibit F of the Kroger Settlement Agreement, to figure each Subdivision’s dollarshare of the Contingency Fee Fund (but only if the Subdivision timely named Kroger in a lawsuit).

Illustrative example:
• 1% * $225,493,007.20 = $2,254,930.072 [amount of the
Contingency Fee Fund corresponding to State A]
• Assume a total of $2,500,000 is owed under contingency fee contracts for State A.
• $220,000 [from para. 2.b] ÷ $2,500,000 = 8.8%
• 8.8% * $2,254,930.072 = $198,433.85
The award of fees to Attorneys with Qualifying Representations of Participating Litigating Subdivisions will be the average of the final amounts calculated in paragraphs

3.a and 3.b above, less any amounts the Fee Panel is authorized to, and does, withhold.5 Paragraph 3.a represents allocation based on a proportional share of a National Fee Pool, 4 In this example, $280 million is the amount theoretically owed under all contingency fee contracts for litigation against Kroger as calculated in paragraph 2.b. This amount is illustrative only; the actual amount will not be known until all litigating subdivisions are identified and the terms of their contingency fee contracts are collected. 5 The model also enforces a maximum fee award of 20% of the amount calculated in paragraph 2.b. The description in this document of the Mathematical Model is by necessity an abstraction; the precise contours of the calculations are defined in the model itself.
4 while paragraph 3.b represents allocation based on a proportional share of the Separate State Fee Pools. In other words, for the National Fee Pool described above in paragraph

3.a, the contingency fee contract rate is compared to all other contingency fee contract rates in the nation. For the Separate State Fee Pools described above in paragraph 3.b, the contingency fee contract terms are compared to the other contingency fee contract terms in that same State. The National Fee Pool and the Separate State Fee Pools are given equal weighting.

Using the first methodology, Attorneys for two Subdivisions in different States with the same amount calculated under paragraph 2.b would be assigned the same amount under paragraph 3.a. Using the second methodology, Attorneys for the same two Subdivisions would be assigned different amounts under paragraph 3.b because they are in different States. Specifically, the Subdivision in the State with a smaller proportion of Participating Litigating Subdivisions would be allocated more than the Subdivision in the State with a greater proportion of Participating Litigating Subdivisions. 5 By:

Name: Chantale Fiebig
Date: March 21, 2024
On behalf of Kroger
6 By:

Name: Paul T. Farrell, Jr.

Date:

By:

Name: Jayne Conroy
Date:

By:

Name: Joseph F. Rice
Date:

On behalf of Plaintiffs’ Executive Committee

EXHIBIT S
State Outside Counsel Fee Fund

1. Definitions. This Exhibit incorporates all defined terms in the Agreement. Additionally, the following definitions apply to this Exhibit:
a. “State Outside Counsel Fee Fund” or “Fee Fund” means the fees portion of the State AG Fees and Costs amount, which is disbursed pursuant to this Exhibit. b. “Outside Counsel States” means Alaska and Utah, the two states with litigation brought by outside counsel as of September 8, 2023, when the agreement in principle was announced.
c. “Retained Amount” means any amount retained by Kroger pursuant to Section 4 below.

2. Payment. The amount of the State Outside Counsel Fee Fund is $8 million. It is to be paid by Kroger pursuant to the schedule in Exhibit M-3 and the terms of the Agreement, including this Exhibit.

3. Allocation. The State Outside Counsel Fee Fund is allocated evenly between the Outside Counsel States, with Alaska and Utah each eligible for an allocation of $4 million. If both Outside Counsel States are Settling States, the Settlement Fund Administrator shall evenly allocate the Fee Fund portion of the Annual Fees Payments between the two states.

4. Use of Funds. An Outside Counsel State may use any or all of a Fee Fund payment for the payment of (or reimbursement for) outside counsel fees and/or for Opioid Remediation.

5. Retained Amount for Non-Settling Outside Counsel States. If an Outside Counsel State is a Non-Settling State, then its Fee Fund allocation shall not be paid by Kroger. The Retained Amount shall be applied to the back end of all payments for State AG Fees and Costs and the Additional Remediation Amount.

For example, if one Outside Counsel State is a Non-Settling State, then the following would occur:
i. The $4 million Retained Amount would be applied to Payment Year 6 and there would be no payment that year for the Fee Fund, State Cost Fund, or Additional Restitution Amount.
ii. The full Payment Year 3 Fee Fund payment would be made to the Outside Counsel State that is a Settling State.
iii. The two Additional Remediation payments will move up a year and be paid in Payment Years 4 and 5.

EXHIBIT T
State Cost Fund

1. Definitions. This Exhibit incorporates all defined terms in the Agreement. Additionally, the following definitions apply to this Exhibit:
a. “Agreement on the Joint State Cost Fund” means the Agreement on the Joint State Cost Fund, which is Exhibit T to the multistate settlement agreements with Allergan Finance, LLC, CVS Health Corporation, Teva Pharmaceutical Industries Ltd., Walgreen Co., and Walmart Inc.
b. “Joint State Cost Fund” means the fund for state costs established by the Agreement on the Joint State Cost Fund.
c. “Joint State Cost Fund Committee” means the committee established to oversee the Joint State Cost Fund pursuant to the Agreement on the Joint State Cost Fund. d. “Litigating States” means Alaska, Utah, and Washington, the three states with active litigation as of September 8, 2023, when the agreement in principle was announced.
e. “Priority Payment” means a payment to a Litigating State that becomes a Settling State for Kroger-related costs that is made pursuant to the requirements of Section 4 below.
f. “State Cost Fund” means the State costs portion of the State AG Fees and Cost amount, which is disbursed through this Exhibit.

2. Payment. The amount of the State Cost Fund is $8 million. It is to be paid by Kroger pursuant to the schedule in Exhibit M-3 and the terms of the Agreement, including this Exhibit.

The amount to be paid by Kroger into the State Cost Fund will be reduced by $2 million for each Litigating State that does not become a Settling State. The Retained Amount shall be applied to the back end of all payments for State AG Fees and Costs and the Additional Remediation Amount.

3. NAAG Grant Reimbursement. From the initial State Cost Fund payment in Payment Year 1, there shall be a disbursement to the relevant NAAG fund for any opioid grant reimbursement amount that is owing and is not scheduled to be paid from another source. Any initial NAAG grant reimbursement paid from the State Cost Fund pursuant to this provision shall not exceed $1.5 million. The foregoing sentence is not intended to limit reimbursements to NAAG from the Joint State Cost Fund.

4. Priority for Litigating States. Each Litigating State that becomes a Settling State is eligible for a Priority Payment of up to $2 million per state from the State Cost Fund for Krogerrelated costs. The process for such priority payments is as follows:
a. The Litigating State will provide the Joint State Cost Fund Committee with a written statement of the amount of its Kroger-related costs and a request for a Priority Payment of such costs up to $2 million. The Litigating State will certify that these costs are eligible for reimbursement pursuant to the requirements the Joint State Cost Fund Committee has established for payments from the Joint State Cost Fund.
b. The Priority Payments to Litigating States shall be made from the amounts Kroger pays to the State Cost Fund in Payment Years 1 and 2.
c. If there are not sufficient funds to fully pay any NAAG grant reimbursement amount and all Litigating State Priority Payments in Payment Year 1, then the $4 million Year 1 State Cost Fund payment shall fully cover the NAAG reimbursement amount and the remaining amount shall be allocated equitably among the Litigating State Priority Payments pursuant to instructions from the Joint State Cost Fund Committee. The remaining priority payment amounts shall be paid from the Payment Year 2 State Cost Fund payment.
d. Litigating States receiving a Priority Payment shall submit the costs covered by such payment to the Joint State Cost Fund Committee (or its auditor) so that the Committee may account for the expenses and their reimbursement in processing applications for any payments from the Joint State Cost Fund and otherwise confirm the eligibility of such expenses. If such submitted expenses are determined by the Committee to be ineligible pursuant to the requirements the Joint State Cost Fund Committee has established for payments from the Joint State Cost Fund, the recipient will refund the amount of any such ineligible expense to the Joint State Cost Fund.

5. Eligibility for Joint Cost Fund Payments. While they will be credited with having received Priority Payments, Litigating States receiving Priority Payments remain eligible to apply for cost reimbursement from the Joint State Cost Fund for expenses not covered by the Priority Payments. Should a Litigating State receive additional funds for remediation or fees from Kroger outside of this Agreement, such additional funds shall not affect such State’s eligibility for reimbursement of costs from funds paid into the Joint State Cost Fund from the Kroger State Cost Fund payments.

6. Remaining State Cost Fund Amounts. State Cost Fund payment amounts that are not directed to NAAG grant reimbursement or to Litigating State Priority Payments pursuant to this Exhibit shall be directed to the Joint State Cost Fund to be disbursed pursuant to the Agreement on the Joint State Cost Fund.

7. Clarification. No State that is not a Settling State may receive payments from the State Cost Fund.

The Kroger Co
31-0345740
1014 Vine Street
Cincinnati, OH 45202 National Prescription Opiate Litigation XX/XX/2024
24 [Appropriate Official]
[Designated State]
[Address]

XX-XXXXXXX

A, B, I
*
*
*
*
U.S. District Court for the Northern District of Ohio and Jurisdictions of other cases settled under the Settlement Agreement entered into by the Kroger Co .and the Settling States (as defined in the Agreement), dated as of [_].

No. 1:1-MD2804, and other cases settled under the Settlement Agreement entered into by the Kroger Co. and the Settling States (as defined in the Agreement), dated as of [_].

EXHIBIT U - Exemplar Tax Form
V-1

EXHIBIT V
[Intentionally Omitted]
W-1

EXHIBIT W
Non-Litigating Threshold Subdivisions
[Exhibit to be inserted prior to the Effective Date]
X-1

EXHIBIT X
Governor’s Release of Opioid-Related Claims Pursuant to the Kroger Settlement Agreement
I, [NAME], Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory], hereby authorize Attorney General [NAME] to settle and release, to the maximum extent of my power as Governor, all Released Claims of (1) all of [Commonwealth]/[State]/[Territory]’s past and present executive departments, state agencies, divisions, boards, commissions and instrumentalities with regulatory authority to enforce state and federal controlled substances acts and (2) all of [Commonwealth]/[State]/[Territory]’s past and present executive departments, agencies, divisions, boards, commissions, and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money (including abatement and/or remediation) or revocation or suspension of a pharmaceutical distribution or dispensing license. The foregoing authorization is given in connection with Section X.G of the Kroger Settlement Agreement dated as of March 22, 2024 setting forth the terms of settlement between and among Kroger, on the one hand, and the Settling States and Participating Subdivisions, on the other hand. This release is intended to be a “release from a State’s Governor” as contemplated in such section. Capitalized terms used herein and defined in the Settlement Agreement have the meanings given to them in such settlement agreement. ____________________________
[Name]
Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory] Date: ___________________

BY E-MAIL
2001 M Street, NW Suite 600
Washington, DC 20036
+1 202 682 7000 tel
+1 202 857 0940 fax
March 28, 2024
Chantale Fiebig
+1 (202) 682-7200
[email protected]
David Jones
Supervising Deputy Attorney General
Healthcare Rights & Access Section
Department of Justice
1300 I Street
Sacramento, CA 95814
Phone: (916) 210-7861
Email: [email protected]
Re: Kroger Opioids Settlement Agreement
Dear Mr. Jones:

This letter summarizes the agreement reached between Kroger and the State of California regarding the multistate Kroger Settlement Agreement dated March 22, 2024 regarding opioid claims by states and subdivisions (the "Multistate Kroger Settlement Agreement").

The Kroger Co. and all of its direct and indirect subsidiaries ("Kroger"), and the State of California, by and through its Attorney General Rob Bonta, have agreed to the following modification to the Multistate Kroger Settlement Agreement in its application to California. For the avoidance of doubt, the limited modification set forth below applies only to California and to no other state or territory.

The “Prescription Red Flag” described in Section IX(5)(a) of Exhibit P to the Multistate Kroger Settlement Agreement is modified in its entirety to read as follows:

A Controlled Substance prescription fails to meet the requirements of law. For the sake of clarity, minor deficiencies in the patient’s name, address, date of birth, or contact information are not a red flag if the pharmacist, in his or her professional judgment and usual course of practice, is able to resolve these deficiencies with the patient.

This limited California-specific modification was a necessary condition for California's decision to signon as a participating state to the Multistate Kroger Settlement Agreement.

For the avoidance of doubt, all other terms and provisions in the Multistate Kroger Settlement Agreement remain the same, including without limitation all “Prescription Red Flags” not specified above, all DocuSign Envelope ID: BC8870D6-FBA2-49B9-A89B-8D793E209ADB Attachment: B Click here to return to the agenda.

David Jones
March 28, 2024

definitions, all release provisions, the eleven-year-payment schedule and all other terms and provisions of the payment schedule, and all other terms and provisions.

These terms and this letter shall be included in a stipulated judgment to be filed in a Superior Court in the State of California.

Sincerely,
Chantale Fiebig
Counsel for The Kroger Co.

SO AGREED BY AND ON BEHALF OF THE STATE OF CALIFORNIA:
________________________________
Name: David A. Jones
Title: Supervising Deputy Attorney General
Date: March 29, 2024
DocuSign Envelope ID: BC8870D6-FBA2-49B9-A89B-8D793E209ADB Subdivision Participation and Release Form
Governmental Entity: Goleta city State: CA
Authorized Signatory: /officialname_kroger/
Address 1: /address1_kroger/
Address 2: /address2_kroger/
City, State, Zip: /cit_kr/ /state_kr/ /zi_kr/
Phone: /phone_kroger/
Email: /email_kroger/
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated March 22, 2024 (“Kroger Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Kroger Settlement, release all Released Claims against all Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the Kroger Settlement, understands that all terms in this Participation and Release Form have the meanings defined therein, and agrees that by executing this Participation and Release Form, the Governmental Entity elects to participate in the Kroger Settlement and become a Participating Subdivision as provided therein.

2. The Governmental Entity shall promptly, and in any event no later than 14 days after the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal with Prejudice substantially in the form found at https://nationalopioidsettlement.com/.

3. The Governmental Entity agrees to the terms of the Kroger Settlement pertaining to Participating Subdivisions as defined therein.

4. By agreeing to the terms of the Kroger Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

5. The Governmental Entity agrees to use any monies it receives through the Kroger Settlement solely for the purposes provided therein.

6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity’s state where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Kroger Settlement. The Governmental Entity likewise agrees to arbitrate before the National 1 DocuSign Envelope ID: BC8870D6-FBA2-49B9-A89B-8D793E209ADB Attachment: C Click here to return to the agenda.

Arbitration Panel as provided in, and for resolving disputes to the extent otherwise provided in, the Kroger Settlement.

7. The Governmental Entity has the right to enforce the Kroger Settlement as provided therein.

8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Kroger Settlement, including without limitation all provisions of Section XI (Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Kroger Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Kroger Settlement shall be a complete bar to any Released Claim.

9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Kroger Settlement.

10. In connection with the releases provided for in the Kroger Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her would have materially affected his or her settlement with the debtor or released party.

A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in the Kroger Settlement.
2 DocuSign Envelope ID: BC8870D6-FBA2-49B9-A89B-8D793E209ADB

11. Nothing herein is intended to modify in any way the terms of the Kroger Settlement, to which Governmental Entity hereby agrees. To the extent this Participation and Release Form is interpreted differently from the Kroger Settlement in any respect, the Kroger Settlement controls.

I have all necessary power and authorization to execute this Participation and Release Form on behalf of the Governmental Entity.

Signature: /signer_1_kroger/
Name: /name_1_kroger/
Title: /title_1_kroger/
Date: /date_1_kroger/
3 DocuSign Envelope ID: BC8870D6-FBA2-49B9-A89B-8D793E209ADB

CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: July 23, 2024
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH SP PLUS FOR

PARKING ENFORCEMENT SERVICES
REPORT IN BRIEF:

The City Council will consider entering into a Professional Services Agreement with SP Plus Corporation (SP+) for parking enforcement services.

RECOMMENDED ACTIONS:

1. City Council find that this item is not subject to California Environmental Quality Act (“CEQA”) pursuant to Sections 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment); and

2. Authorize the City Manager to enter into a Professional Services Agreement between the City and SP Plus Corporation for parking enforcement services in the amount of $213,087 for a term of one year with two additional one-year extensions.

BACKGROUND:

The Public Safety Services Department provides parking control utilizing Code Enforcement/Parking Control Specialists. The City’s parking control program seeks to:
• Improve traffic flow;
• Enhance safety;
• Protect residential areas;
• Support local businesses;
• Encourage lawful behavior; and
• Enhance neighborhood aesthetics and quality of life.

California Vehicle Code and City Municipal Code parking laws are enforced Monday – Friday, from 7 a.m. to 5 p.m. Violations include, but are not limited to, illegal parking in restricted areas, overtime parking in commercial areas and residential neighborhoods, 72-hour parking restrictions, and street sweeping violations.

Item: 12B
Click here to return to the agenda.

Most parking citation payments are $41 each. The City utilizes Turbo Data contract software for citation processing and must cover the cost of various collection charges depending upon the processing needed (i.e., appeals, DMV hold letters, payment plans established, etc.). During Fiscal Year 2023-24, 10,035 citations were issued, generating approximately $300,000 in revenue.

ANALYSIS/JUSTIFICATION:

Over the past several years, the Public Safety Services Department has experienced challenges in providing continuous, effective parking control services in the evening and early morning hours. Other cities within Orange County and beyond that have faced similar challenges in their parking control efforts have implemented partnerships with third-party service providers to supplement and enhance existing services.

To address the challenges and further assess the current parking control program, staff is recommending entering into a professional services agreement with SP+ for a parking control pilot program. The pilot program will offer a hybrid service delivery model, utilizing a balanced combination of City staff and SP+ staff to provide parking control services to meet the needs of residents, businesses, and visitors to the City.

Purchasing and Procurement Process
On April 15, 2024, the City issued a Request for Proposals (RFP) for Parking Enforcement Services (Attachment A) and defined the desired scope of work and posted the RFP on the City’s website. Final responses were due on May 6, 2024.

The City received six proposals in response to the City’s RFP, and five were determined to be responsive. A four-member review committee consisting of the City Manager, Director of Public Works, Director of Public Safety, and Director of Finance reviewed the responsive proposals. The City’s Human Resources Management Analyst served as the RFP coordinator. The committee reviewed and evaluated each proposal on the following factors:

Criteria Weight
Approach and ability to providing services, including the methods and techniques to be utilized for assessment and ongoing management, transition plan, and customer service 25%
Demonstrated record of success on similar work
performed for other municipalities or enterprises 30%
Cost of the services to reflect value and fiscal prudence 30% Qualifications of the individuals who will provide the services 15% Each firm’s proposal score is shown below.

Company Score
LAZ 158.75
SP+ 152.50
Inter-Con 141.25
Douglas 72.50
Main Patrol 55.00
After reviewing and ranking the five proposals, the review committee invited the top three firms to interview. The interview scores of the top three firms and their total score are shown below.

Company Proposal Interview TOTAL
SP+ 152.50 100.50 253.00
LAZ 158.75 84.00 242.75
Inter-Con 141.25 34.50 175.75
SP+ was determined to be the best-qualified firm to provide professional services at the most reasonable cost to meet the City’s needs. References were checked with the Cities of Fullerton and Glendale.

Pilot Program
Under the pilot program, the City will maintain all current parking control employees.

City staff will continue to conduct parking control services Monday – Friday, from 7 a.m. to 6 p.m. while SP+ personnel will conduct parking control services Monday – Sunday, from 6 p.m. – 6 a.m., utilizing SP+ vehicles, uniforms, and equipment.

SP+ oversees parking operations and enforcement activities in 80+ locations across 34 states. The SP+ team will consist of a regional manager, senior manager, project manager, supervisor, and parking enforcement representatives. SP+ is focused on accuracy and utilizes an issuance protocol based on verification, data entry, and documentation, with a goal of a less than 1% void rate in all citations issued. The SP+ vehicle will be a Toyota Prius Hybrid (white) with clear markings. The hourly rate of $48.65 includes the following:
• Payroll taxes
• Workers compensation insurance
• Uniforms
• Supplies and tools
• Liability and vehicle insurance
• Data processing and background checks
• Vehicle and light bar, fuel, repairs, and maintenance Total compensation for the proposed agreement is $213,087 ($48.65 x 4,380 hours).

The initial one-year term of the contract will be from July 24, 2024 to July 23, 2025. SP+ anticipates the post-award transition period to take 3-6 weeks.

FISCAL IMPACT:

The Fiscal Year 2024-25 Adopted Operating Budget includes sufficient funds in the Safe Streets Together campaign to cover the cost of the proposed agreement.

However, based on estimated activity, staff believes the contract will reach 100% cost recovery over the 12-month period, negating the need for any additional funding. Staff will review monthly activity, and if for any reason at least 80% cost recovery is not projected, will consider terminating the pilot program.

ENVIRONMENTAL IMPACT:

This item is not subject to California Environmental Quality Act (“CEQA”) pursuant to Sections 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment).

PUBLIC NOTIFICATION:

Public notification provided through the regular agenda process.

STRATEGIC PLAN OBJECTIVES:

Obj. No. 1: Provide a safe community.

Obj. No. 5: Provide a high quality of life.

Prepared by: Hannah Shin-Heydorn, City Manager
Fiscal Impact Reviewed by: Michelle Bannigan, Finance Director Attachments:

A. RFP for Parking Enforcement Services
B. Professional Services Agreement with SP+

REQUEST FOR PROPOSALS (RFP)
FOR

PARKING ENFORCEMENT SERVICES

CITY OF STANTON
Administration Department
7800 Katella Avenue
Stanton, CA 90680
(714) 379-9222 | StantonCA.gov
Approved for Advertising:
______________________

HANNAH SHIN-HEYDORN
City Manager
[email protected]
(714) 890-4203
KEY RFP DATES (Subject to Change):

Issue Date: Monday, April 15, 2024
Deadline for Questions: Monday, April 22, 2024, at 12:00 pm PDT Proposal Due Date: Monday, May 6, 2024, at 4:00 pm PDT
Presentation/Interviews: May 2024
Contract Award: May/June 2024
Attachment: A
Click here to return to the agenda.

I. GENERAL DESCRIPTION AND INTRODUCTION
The City of Stanton (City) is requesting proposals from qualified firms to provide parking enforcement services. The award resulting from this Request for Proposals (RFP) will be for an initial two-year term, with two two-year extensions that may be exercised at the City’s sole discretion.

The City of Stanton is conveniently located in Orange County, north of the California 22 Freeway and south of the California 91 Freeway. Known for its strong sense of community and tremendous growth potential in residential, commercial, and industrial land use, Stanton leverages both Los Angeles County and Orange County markets to promote balanced planned development. The City has been successful with the substantial revitalization of major regions, including Stanton Central Park and the Rodeo 39 Public Market.

A relatively modest-sized municipality of approximately 3.1 square miles with a population of nearly 40,000 residents, the City of Stanton embraces its motto of “Community Pride and Forward Vision”. In recent years, the City has embarked upon a variety of civic improvement projects to facilitate increased commercial activity, reinvigoration of the downtown area, and a high quality of life. Simultaneously, private development and redevelopment projects have raised Stanton’s profile as a diverse, thriving city that is the ideal location to live, work, and play.

Proposals must conform to the requirements of this Request for Proposals (RFP), and proposals must be submitted via email to Sylvia Soong, Management Analyst, at [email protected] no later than 4:00 p.m. on Monday, May 6, 2024.

The City reserves the right to waive any irregularities in any proposal, or to reject any proposal that does not comply with this RFP. The City alone, using criteria determined by the City, will select the most qualified candidate.

The successful contractor will be required to enter into an agreement with the City, which will include the requirements of this RFP as well as other requirements to be specified at a later date. By submitting a proposal, the Contractor agrees to all the terms of this RFP.

All questions and/or inquiries regarding this RFP shall be directed to Sylvia Soong, Management Analyst, via email at [email protected] by 12:00 p.m. on Monday, April 22, 2024. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded via written (emailed) addenda to all proposers and posted publicly.

II. SCOPE OF SERVICES
Illegal parking in Stanton is a common issue affecting public safety and the quality of life of residents, businesses, and visitors.

CURRENT PARKING ENFORCEMENT PROGRAM
Parking enforcement services are currently provided by Public Safety Services Department and Orange County Sheriff’s Department personnel. During Fiscal Year 2022-23, Public Safety Services personnel issued approximately 5,000 citations related to parking. Parking enforcement primarily occurs between the hours of 6:00 am to 5:00 pm, Monday – Friday. While both Public Safety Services Department personnel and the Orange County Sheriff’s Department personnel provide good service, parking enforcement activities are routinely impacted by competing priorities and calls for service. Therefore, parking enforcement is inconsistent from day to day, and especially in the evening hours and on weekends.

To process the parking citations, the City currently contracts with Turbo Data Systems.

GOAL
The City aims to improve public safety and the quality of life for residents, businesses, and visitors by reducing the number of illegally parked vehicles.

Implementing a consistent and thorough parking enforcement program can discourage reckless parking and encourage compliance with local regulations and safety measures.

SCOPE OF WORK
The City is seeking written proposals from qualified parking enforcement service providers to provide comprehensive parking enforcement services for an initial two-year term, with two two-year extensions that may be exercised at the City’s sole discretion.

The ideal parking enforcement service provider will work in partnership with the City and must have prior experience in providing parking enforcement services for a municipal government. In addition, the provider must have an expert level of understanding of the California Vehicle Code. Citation processing, noticing, payment plans, and other duties outside of the scope of work will be handled by the City.

The professional services provider will be required to perform the following:

1. Provide a minimum of one (1) staffed parking enforcement vehicle operating within the City seven days a week, 24 hours a day, 365 days a year.
a. The contractor may include optional services that may include additional vehicles. Pricing for optional services shall be detailed in the cost proposal.

2. Conduct parking enforcement services in accordance with all parking regulations and ordinances throughout the City, including business areas and residential communities. These enforcement responsibilities shall include, but are not limited to:
a. Safety regulations as posted or marked
b. Residential permit parking districts
c. Time-limited parking
d. Oversized vehicle parking
e. Temporary parking restrictions as posted or marked
f. Citizen requests for enforcement such as a blocked driveway g. Citizen requests for enforcement such as parking on private property

3. Coordinate with City staff and the Orange County Sheriff's Department to develop coverage schedules to maximize effectiveness and prevent duplication of efforts.

4. Conduct operations with handheld citation-issuance devices to ensure citations are being administered and tracked through the selected service utilized by the City.

5. Initiate vehicle tows, if necessary, to remove vehicles creating public safety concerns (i.e., blocking driveways, blocking fire hydrants, blocking ingress or egress to areas meant for the general public, etc.)

6. Participate in community meetings, as needed, to provide insight on parking enforcement operations and gain knowledge about areas where additional parking enforcement will be required.

7. Be available to the City’s Public Safety Services Department, the Orange County Sheriff’s Department, and the Orange County Fire Authority to respond to requests for service during operation periods.

8. The scope of services does not require the contractor to administer administrative hearings for contested parking citations; however, the City may require the contractor to participate in such proceedings as needed.

PARKING ENFORCEMENT PERSONNEL & TRAINING
Enforcement staff must have the education, skills, and qualities required to fulfill the tasks outlined in this RFP, including the ability to use contractorsupplied vehicles and other equipment before being assigned. The contractor shall ensure that each employee assigned to provide parking enforcement services has sufficient job-related training to successfully perform their duties, including any necessary re-training or follow-up training required to correct deficiencies in performance. Training shall include, but not be limited to, the following:
• Information on parking statues, laws, ordinances, regulations, and resolutions enacted by the Federal Government, the State of California, and the City of Stanton
• Parking enforcement programs and policies adopted by the City of Stanton
• Operation of equipment, including instruction on communication procedures, radio devices, citation devices, and vehicle use • Tasks and responsibilities under regular and emergency operating conditions
• Physical layout of the City
• Knowledge of best practices in public relations, customer service, and conflict mitigation techniques
The City retains the right to be involved in the recruitment/selection process of new contracted enforcement staff or of staff assigned to perform enforcement duties within the City. In hiring enforcement staff, Contractor ensures that all staff:
• Are at least eighteen (18) years of age.
• Are physically and mentally capable of performing all required enforcement duties.

• Have the ability to give and follow oral and written instructions in English.
• Have the ability to operate a computer and a variety of computer software.
• Have the ability to establish and maintain effective working relationships with the public and City officials.
• Have a valid California State driver’s license, provide any accident history and maintain a clean driving record for the duration of the agreement. • Have the ability to remain calm and use judgment and initiative in an emergency.
• Are bondable.
• Possess a high school diploma or G.E.D. certificate.
• Have no criminal record and are able to pass an annual drug screening test.

ENFORCEMENT VEHICLES
The contractor will supply, manage, operate, and maintain the enforcement vehicles for their parking enforcement staff. Vehicles are to be kept clean and well maintained consistent with first-class parking enforcement operations.

The preference for enforcement vehicle power is petroleum-electric hybrid engines. All vehicles must be clearly identifiable as conducting business on behalf of the City of Stanton. The contractor will not use the enforcement vehicles within the City limits for purposes other than those required under the Agreement.

EQUIPMENT AND SUPPLIES
The contractor shall provide all necessary equipment and supplies to fulfill the terms of the agreement, which may include, but is not limited to, mobile ticket writers, ticket rolls, and envelopes; safety equipment; tape measures; flashlights; and batteries. Flashlights shall be of sufficient illumination to allow enforcement officers to read vehicle identification numbers (VINs) during all hours. All equipment shall be in good working order, and in conformity with all applicable statutes, laws, ordinances, and regulations. Personal vehicles or other unauthorized equipment shall not be used to perform parking enforcement services without the City’s written approval. No one performing services under this contract shall be armed.

UNIFORMS AND STAFF IDENTIFICATION
The Contractor shall provide uniforms to all staff members. The contractor will also provide staff members with photo identification, name tags, and badges that clearly state the company name and the staff person’s name. City must approve all uniforms and all staff must be clearly identifiable as conducting business on behalf of the City.

PARKING ENFORCEMENT WORKSPACE
If needed, the City will designate office space for contracted staff to conduct administrative work associated with the parking enforcement duties within the City.

III. SUBMISSION REQUIREMENTS
In order to be considered, the Contractor must submit before the deadline one (1) electronic copy of the complete proposal to: Sylvia Soong, Management Analyst, at [email protected].

Contractors must submit their proposals as set forth below:
• Proposals shall be titled “Proposal to Provide Parking Enforcement Services”.
• All materials shall be sized to 8 ½” x 11” sheets, with a minimum of 11-pt font, and saved to a PDF version for transmission.
• Proposals should not include any unnecessarily elaborate promotional material.
• Proposals should be clear and concise—lengthy narrative is discouraged.

A complete proposal consists of the following four (4) elements: letter of transmittal, services proposal, proposal acknowledgement form, and separate fee proposal.

LETTER OF TRANSMITTAL
The Letter of Transmittal shall be addressed to Hannah Shin-Heydorn, City Manager, and, at a minimum, must contain all of the following information:
• Identification of the contractor. Identification shall include the legal name and corporate address of the company. Identification shall also

include the telephone number, fax number (if applicable), and email address of the contact person for the period of proposal evaluation. • A statement representing that the contractor has thoroughly examined and become familiar with the work required in this RFP and attesting that the contractor is capable of performing quality work to achieve the objectives of the City of Stanton.
• Acknowledgment of receipt of all addenda, if any.
• Signed statement attesting that all information submitted with the proposal is true and correct.
• A statement declaring that the proposal shall remain valid for a period of not less than one hundred twenty (120) days from the date of submittal. • Signature, name, and title of the official authorized to bind contractor to the terms of the proposal.

SERVICES PROPOSAL
The Services Proposal shall consist of the following sections (in order):

1. Qualifications, Relevant Experience, and References
This section of the proposal shall establish the ability of the Contractor to satisfactorily perform the required work by reasons of:
• Experience in performing work of a similar nature to the required services shown in the Scope of Services
• Proven competence in the services to be provided; strength and stability of the firm
• Staffing capacity
• Track record on similar projects and supportive client references This section shall, at a minimum:
• Provide a brief profile of the Contractor’s firm, including the types of services offered; year founded; type of organization (i.e., corporation, limited liability company, partnership, or sole proprietorship); Federal Employer ID Number (FEIN); contractor license number (if applicable); website; number, size, and location of offices; and total number of employees.
• Provide a general description of the firm’s financial condition and identify any conditions (e.g., bankruptcy, settlements paid in the last five years, pending litigation, planned office closures,

impending merger, etc.) that may impede the Contractor’s ability to provide these services.
• Describe the firm’s relevant experience in performing work of a similar nature to that solicited in this RFP, highlighting the participation in such work by the key personnel proposed for assignment to the City.
• Identify sub-contractors by company name, address, contact person, telephone number, email address, and project function, if applicable. The list should include a summary of the roles and responsibilities of each sub-contractor.
• Provide a minimum of three (3) references for completed work in the past five (5) years similar to the required services shown in the Scope of Services. Furnish the name, title, address, telephone number, and email address of the person at each client
agency/organization who is most knowledgeable about the work performed. Include a description of the services provided, timeframe of work, and total cost.
• Provide a list of all public agencies that have terminated contracts with the firm in the last five (5) years. Furnish the name, title, address, telephone number, and email address of the person at each client agency/organization who is most knowledgeable about the work performed. Include a description of the services provided, timeframe of work, and total cost. The firm is permitted to briefly explain the reason(s) for termination(s), as well.

2. Proposed Team
• Furnish brief résumés (two pages maximum per résumé) for the proposed Project Manager (day-to-day contact) and key personnel (including sub-contractors).
• Describe key personnel’s specialized training, experience, and professional competence in the area(s) directly related to this RFP. • Describe the specific project responsibilities for each key personnel member.
• Include a statement that key personnel will have undergone criminal background and fingerprinting checks (at Contractor’s sole expense) that finds such personnel clear of any sexual, drugrelated, or felony convictions.

• Include a statement that key personnel will be available to the extent proposed for the duration of the required services, acknowledging that no person designated as “key” shall be removed or replaced without the prior written concurrence of the City.

3. Approach
Contractor shall provide a detailed narrative of the project approach, methodology, and services they will employ. Contractor shall include a detailed description of specific activities, if any, they will require of City staff. Contractor shall provide timeframes for the transition.

The City currently contracts with Turbo Data Systems for parking citation processing, collections and processing, records retention, as well as the lease of two handheld “ticketPRO Magic” ticket-writers. The City is open to a range of proposals that meet the required scope of work.

Contractors are encouraged to propose approach(es) that will maximize efficient, cost-effective operations—whether that be:
• Augmentation – Trained and equipped personnel with vehicle only, using the ticket-writers and programs provided by Turbo Data Systems, OR
• Replacement – Trained and equipped personnel with vehicle, using the Contractor’s ticket-writers and programs.

4. Exceptions and Deviations
Contractor shall state any exceptions or deviations from the requirements of this RFP, segregating “technical” exceptions from “contractual” exceptions. Any Consumer Price Index (CPI) and other annual cost increases are to be noted as contractual exceptions. Where the Contractor wishes to propose alternative approaches to meeting the City’s technical or contractual requirements, these shall be thoroughly explained. If no contractual exceptions are noted, Contractor will be deemed to have no objection to the contract requirements as set forth in EXHIBIT B, “Sample Professional Services Agreement.”

SEPARATE FEE PROPOSAL
In a separate file, Contractor shall provide their cost proposal. Pricing shall be based on a fixed-price, all-inclusive basis, with individual fees detailed by lineitems. If needed, Contractor shall include a reimbursables budget for any reproduction, mileage, mailing, etc. All taxes and licenses, including, but not limited to, a Stanton City Business License, required for this work shall be obtained at the sole expense of the Contractor. Be sure to state any assumptions on which costs are based.

Any special materials will be purchased by the Contractor only after discussed and authorized by the City’s (contract) Representative or designee in writing.

When the Contractor is performing, or is requested to perform, work beyond the Scope of Services, an amendment to the Professional Services Agreement will be executed between the City and Contractor. In such instances, payment will be based on the hourly rates identified in the Allocation of Resources Table & Rate Sheet.

IV. SELECTION CRITERIA
Submitted proposals will be evaluated based on the following factors, but may not be limited to just these factors:

Criteria Approximate
Weight
Approach and ability to providing services, including the methods and techniques to be utilized for assessment and ongoing management, transition plan, and customer
service
25%
Demonstrated record of success on similar work
performed for other municipalities or enterprises 30%
Cost of the services to reflect value and fiscal prudence 30% Qualifications of the individuals who will provide the
services 15%
V. SELECTION PROCESS
Selection of the Contractor will be made in accordance with the provision of Chapter 10 of the California Government Code, Sections 4526 and 4529.5, stating that the selection of professional services is made based on competence and qualifications for the types of services to be performed at a

fair and reasonable price. The fee proposals will be opened and evaluated after qualification evaluations of all proposers are complete. The contract award shall be made to the Contractor providing the best value to the City.

Each proposal will be reviewed to determine if it meets the submittal requirements contained within this RFP. Failure to meet the requirements for the RFP will be cause for rejection of the proposal. The City may reject any proposal if it is conditional, incomplete, or contains irregularities. The City may request written clarification or additional documentation for any proposal. The City may waive an immaterial deviation in a proposal, but this shall in no way modify the proposal document or excuse the Contractor from compliance with the contract requirements if the Contractor is awarded the contract.

The City reserves the right to require in-person interviews with and/or presentations from Contractors, if deemed necessary, after the evaluation of the written proposals. In this case, the Contractors of the highest-scoring written proposals will be invited to interviews/present prior to final selection of the Contractor.

The successful Contractor to whom work is awarded shall, within ten (10) days after being notified, enter into a contract with the City for the work in accordance with the specifications and shall furnish all required documents necessary to enter into said contract. Failure of the successful bidder to execute the contract within the ten (10)-day window shall be just cause for the City to contract with the next responsible Contractor.

A kick-off meeting shall be held after the final execution of the contract.

Contractor and its team will meet with City staff to conduct introductions, discuss scope of services, and confirm the implementation process.

VI. GENERAL PROVISIONS
Pre-contractual expenses are defined as expenses incurred by the Contractor in: (1) preparing the proposal; (2) submitting the proposal to the City; (3) presenting during the selection interview; (4) negotiating with the City on any matter related to the proposal; and (5) any other expenses incurred by the Contractor prior to an executed Agreement.

The City shall not, in any event, be liable for any pre-contractual expenses incurred by the Contractor. Services shall not commence until the Professional Services Agreement has been executed by the City.

By submitting a proposal, Contractor attests that they have not been a party to any collusion among proposers in restraint of freedom of competition. This means that the Contractor has not directly or indirectly entered into any agreement, express or implied, with any other proposer(s) for the purposes of controlling the price or scope of services of said proposal or limiting the number of proposals submitted to the City.

The City reserves the right to retain all proposals submitted, and to use any idea in a proposal, regardless of whether the proposal was selected. Materials submitted by respondents are subject to public inspection under the California Public Records Act (Government Code Sec. 6250 et seq.). Any language purporting to render the entire proposal confidential or proprietary will be ineffective and disregarded.

All property rights, including publication rights of all reports produced by the selected firm in connection with services performed under this agreement, shall be vested in the City.

The City reserves the right to amend or withdraw this RFP at any time without prior notice. Further, the City makes no representations that any Agreement will be awarded to any Consultant responding to this RFP. The City expressly reserves the right to postpone reviewing the proposals for its own convenience and to reject any and all proposals responding to this RFP without indicating any reasons for such rejection(s).

Application Form
City of Stanton | 7800 Katella Avenue, Stanton, CA 90680 | www.StantonCA.gov City of Stanton | 7800 Katella Avenue, Stanton, CA 90680 | www.StantonCA.gov | 1 Request for Proposals Subject Parking Enforcement Services Legal Name of Submitter (and d/b/a)
Type of Organization
(corporation, limited liability company,
partnership, sole proprietorship, etc.)
Years of Experience Performing the
Requested Services
Federal Employer ID
Number (FEIN)
Contractor License No. (if
applicable)
City of Corporate Headquarters Estimated Number of
Employees (company-wide) Website
Address for Notices
Contact Information Regarding This Submittal
Email Address Phone Number Fax Number (if applicable)
(___) ___-____ (___) ___-____
Attestation Statement
By completing and signing this form, I hereby attest to all of the following:
1) I am an authorized signatory for the aforementioned Submitter. 2) In preparing this submission, the Submitter has thoroughly abided by the RFP, as well as any and all related addenda.
3) A technical representative of the Submitter was present for the Mandatory Site Visit. 4) All information submitted in this submission is true and correct.

Signature
(Scanned wet signature or
Formally timestamped e-signature)
Name (printed)
Title
If you have any questions, please contact Sylvia Soong, Management Analyst, at [email protected].

Exhibit: A
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Application Form
City of Stanton | 7800 Katella Avenue, Stanton, CA 90680 | www.StantonCA.gov City of Stanton | 7800 Katella Avenue, Stanton, CA 90680 | www.StantonCA.gov | 1 Name of Agency/Organization
Contact Information
(Person Most Knowledgeable About the Work Performed)
Name Title Address (of Agency/ Organization)
Email Address Phone Number
(___) ___-____
Description of the Services Provided
Proposed Key Personnel that
were Involved with This Project
Date Range that Services Were
Provided
Total Cost
Name of Agency/Organization
Contact Information
(Person Most Knowledgeable About the Work Performed)
Name Title Address (of Agency/ Organization)
Email Address Phone Number
(___) ___-____
Description of the Services Provided
Exhibit: B
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Application Form
City of Stanton | 7800 Katella Avenue, Stanton, CA 90680 | www.StantonCA.gov City of Stanton | 7800 Katella Avenue, Stanton, CA 90680 | www.StantonCA.gov | 2 Proposed Key Personnel that
were Involved with This Project
Date Range that Services Were
Provided
Total Cost
Name of Agency/Organization
Contact Information
(Person Most Knowledgeable About the Work Performed)
Name Title Address (of Agency/ Organization)
Email Address Phone Number
(___) ___-____
Description of the Services Provided
Proposed Key Personnel that
were Involved with This Project
Date Range that Services Were
Provided
Total Cost
If you have any questions, please contact Sylvia Soong, Management Analyst, at [email protected]. 55414.00000\32996936.2
Parking Enforcement Services
Professional Services Agreement/Insurance
City of Stanton | 7800 Katella Avenue, Stanton, CA 90680 | StantonCA.gov Addendum #2
Exhibit B

CITY OF STANTON

PROFESSIONAL SERVICES AGREEMENT
FOR

PARKING ENFORCEMENT SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this day of , 2024, by and between the City of Stanton, a municipal organization organized under the laws of the State of California with its principal place of business at 7800 Katella Avenue, Stanton, California 90680 (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS; CORPORATION; LIMITED LIABILITY COMPANY; ETC.], with its principal place of business at [INSERT ADDRESS] (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of professional Parking Enforcement Services services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Parking Enforcement Services services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Parking Enforcement Services project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Parking Enforcement Services services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules, and regulations.

3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to [INSERT ENDING DATE], unless earlier terminated as provided herein. The City Exhibit: C
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55414.00000\32996936.2
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Manager shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractors, Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision.

Consultant will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant shall complete, execute, and submit to City a Request for Taxpayer Identification Number and Certification (IRS Form W-9) prior to commencement of any Services under this Agreement. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

The key personnel for performance of this Agreement are as follows: [INSERT NAME(S)]. 55414.00000\32996936.2
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3.2.5 City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. The City Manager hereby designates Patricia Vazquez, City Clerk, or his or her designee, as the City’s contact for the implementation of the Services hereunder.

Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME OR TITLE], or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify, and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification 55414.00000\32996936.2
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provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.10.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the insurance specified in Exhibit “D” attached hereto and incorporated herein. If the existing policies do not meet the Insurance Requirements set forth herein, Consultant agrees to amend, supplement, or endorse the policies to do so.

3.2.10.3 Primary and Non-Contributing Insurance. All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.10.4 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

3.2.10.5 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.10.6 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. 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 days) 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.

3.2.10.7 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not 55414.00000\32996936.2
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in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due to the Consultant until Consultant has fully complied with the insurance provisions of this Agreement.

In the event that the Consultant’s operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension.

3.2.10.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VIII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.2.10.9 Insurance for Subconsultants. All Subconsultants shall be included as additional insureds under the Consultant’s policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant’s policies.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] DOLLARS ($[INSERT NUMBER]) (“Total Compensation”) without written approval of City’s City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant.

The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant’s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. 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 under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and 55414.00000\32996936.2
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Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant:
[INSERT NAME, ADDRESS & CONTACT PERSON]
City:

City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Attn: Hannah Shin-Heydorn, Administration Department
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including, but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City 55414.00000\32996936.2
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shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information (“Proprietary Information”) unless the City’s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant’s objection to the City’s release of Proprietary Information. Consultant shall indemnify, defend, and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City’s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.6 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors 55414.00000\32996936.2
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or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents, or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.9 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of 55414.00000\32996936.2
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reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.10 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.12 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.14 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.15 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.16 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.17 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
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3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.19 Declaration of Political Contributions. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the City Council within the previous twelve-month period by the Consultant and all of Consultant’s employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement.

3.20 Subcontracting.

3.20.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[Signatures on following page.]
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IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement on this ____ day of __________, 2024.

CITY OF STANTON [INSERT NAME OF CONSULTANT]
By:
___________________
City Manager
By:

Name:

Title:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary,

AND CORPORATE SEAL OF
CONSULTANT REQUIRED]
ATTEST:

By:

Patricia Vazquez
City Clerk
By:

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney
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A-1
EXHIBIT “A”

SCOPE OF SERVICES
[INSERT SCOPE OF SERVICES]
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B-1
EXHIBIT “B”

SCHEDULE OF SERVICES
[INSERT SCHEDULE OF SERVICES]
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C-1
EXHIBIT “C”

COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
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D-1
EXHIBIT “D”

INSURANCE REQUIREMENTS
Certificate holder on Certificate of Insurance shall be stated as follows:

City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Required insurance policies shall not be in compliance if they include an endorsement with any limiting provision (e.g., to contractual liability, “ongoing operations,” or the “sole” liability of Consultant) or exclusion (e.g., cross-liability) contrary to the Agreement, unless such endorsements are approved by the City. Endorsements shall read as follows:

Additional Insured:
• City of Stanton its elected and appointed officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. OR • Any person or organization as required by written agreement/contract. (Blanket coverage)
[Note: Use Insurance Services Office (ISO) form CG 20 26 04 13, or a form at least as broad.]
Primary and Non-Contributory:
• It is agreed that any insurance or self-insurance maintained by the City of Stanton shall apply in excess of, and not contribute with, insurance provided by this policy. [Note: Use ISO form CG 20 01 04 13, or a form at least as broad.] Waiver of Subrogation:
• We [the insurer] waive any right of recovery we may have against the City of Stanton because of payments we make for injury or damage arising out of you ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. [Note: Use ISO form CG __ __ __ __, or a form at least as broad.] Commercial General Liability
Coverage shall be at least as broad as ISO Form CG 0001. Defense costs shall be paid in addition to the limits.
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D-2
 A.M. Best Rating; A-/VIII minimum
 Additional Insured Endorsement with policy # indicated  Primary Non-Contributory Endorsement with policy # indicated  Waiver of Subrogation Endorsement with policy # indicated  $1,000,000 limit per occurrence
 $2,000,000 aggregate per project
 Self-Insured Retention information (Must be declared on certificate of insurance when applicable – waiver and current audited financial report required if over $50,000) Automobile Liability
Coverage shall be at least as broad as ISO Form CA 0001.  A.M. Best Rating; A-/VIII minimum
 Additional Insured Endorsement with policy # indicated  Primary Non-Contributory Endorsement with policy # indicated  Waiver of Subrogation Endorsement with policy # indicated  Shall cover “Any Auto” (unless otherwise exempted by the City)  $1,000,000 limit per accident
 Self-Insured Retention information (Must be declared on certificate of insurance when applicable – waiver and current audited financial report required if over $50,000) Workers’ Compensation/Employers’ Liability
 A.M. Best Rating; A-/VIII minimum
 Waiver of Subrogation Endorsement with policy # indicated  “Statutory” is checked for Workers’ Compensation
 $1,000,000 limit per occurrence for Employers’ Liability Professional Liability
Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of 55414.00000\32996936.2
D-3
the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
 A.M. Best Rating; A-/VIII minimum
 Waiver of Subrogation Endorsement with policy # indicated  $1,000,000 per claim
 $1,000,000 aggregate
 Self-Insured Retention information (Must be declared on certificate of insurance when applicable – waiver and current audited financial report required if over $50,000) Technology Errors & Omissions
Not applicable.

Cyber/Network Security & Privacy Liability
Not applicable.

Sexual Misconduct
Not applicable.

Employee Dishonesty & Crime
Not applicable.
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CITY OF STANTON

PROFESSIONAL SERVICES AGREEMENT
FOR

PARKING ENFORCEMENT SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this th day of July, 2024, by and between the City of Stanton, a municipal organization organized under the laws of the State of California with its principal place of business at 7800 Katella Avenue, Stanton, California 90680 (“City”) and SP Plus Corporation, a California Corporation, with its principal place of business at 200 E. Randolph St. Suite 7700 Chicago, IL 60601 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of professional Parking Enforcement services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Parking Enforcement services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Parking Enforcement project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Parking Enforcement services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules, and regulations.

3.1.2 Term. The term of this Agreement shall be from July 24, 2024 to July 23, 2025, unless earlier terminated as provided herein. The City Manager shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

Attachment: B
Click here to return to the agenda.
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3.2 Responsibilities of Consultant.

3.2.1 Independent Contractors, Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision.

Consultant will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant shall complete, execute, and submit to City a Request for Taxpayer Identification Number and Certification (IRS Form W-9) prior to commencement of any Services under this Agreement. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

The key personnel for performance of this Agreement are as follows: Ernesto Rennella, Vice President, Municipal Services Division.
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3.2.5 City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. The City Manager hereby designates James Wren, Director of Public Safety, or his or her designee, as the City’s contact for the implementation of the Services hereunder. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Ernesto Rennella, Vice President, Municipal Services Division, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”).

Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify, and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification - 4 -
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provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.10.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the insurance specified in Exhibit “D” attached hereto and incorporated herein. If the existing policies do not meet the Insurance Requirements set forth herein, Consultant agrees to amend, supplement, or endorse the policies to do so.

3.2.10.3 Primary and Non-Contributing Insurance. All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.10.4 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

3.2.10.5 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.10.6 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. 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 days) 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.
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3.2.10.7 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due to the Consultant until Consultant has fully complied with the insurance provisions of this Agreement.

In the event that the Consultant’s operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension.

3.2.10.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VIII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.2.10.9 Insurance for Subconsultants. All Subconsultants shall be included as additional insureds under the Consultant’s policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant’s policies.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth i ,Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed TWO HUNDRED THIRTEEN THOUSAND EIGHTY-SEVEN DOLLARS ($213,087) (“Total Compensation”) without written approval of City’s City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant.

The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant’s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. 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 under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. Although City will strive to work with Consultant to address any issues and allow the opportunity to cure, the City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. - 7 -
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Consultant may terminate this Agreement for cause, for the City’s monetary breach and failure to cure within 10 days, or for the City’s non-monetary breach and the failure to cure within 30 days.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant:

SP Plus Corporation
200 E. Randolph St. Suite 7700
Chicago, IL 60601
Attn: Ernesto Rennella, Vice President, Municipal Services Division City:

City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Attn: Hannah Shin-Heydorn, City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including, but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City - 8 -
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shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information (“Proprietary Information”) unless the City’s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant’s objection to the City’s release of Proprietary Information. Consultant shall indemnify, defend, and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City’s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.6 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably acceptable to the City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the - 9 -
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Consultant's Services or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents, or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.9 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.10 Amendment; Modification. No supplement, modification, or amendment of this - 10 -
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Agreement shall be binding unless executed in writing and signed by both Parties.

3.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.12 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.14 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.15 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.16 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.17 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.19 Declaration of Political Contributions. Consultant shall, throughout the term of - 11 -
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this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the City Council within the previous twelve-month period by the Consultant and all of Consultant’s employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement.

3.20 Subcontracting.

3.20.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[Signatures on following page.]
- 12 -
55414.00000\32996936.2
IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement on this day of , 2024.

CITY OF STANTON SP PLUS CORPORATION
By:

Hannah Shin-Heydorn
City Manager
By:

Ernesto Rennella
Vice President
By:

Treasurer/Secretary
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary,

AND CORPORATE SEAL OF
CONSULTANT REQUIRED]
ATTEST:

By:

Patricia A. Vazquez
City Clerk
APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney
A-1
55414.00000\32996936.2
EXHIBIT “A”

SCOPE OF SERVICES
See Attachment.

SP+ Parking
3470 Wilshire Blvd
Los Angeles, CA 90010
[email protected]
spplus.com | parking.com | bagsinc.com
May 6th, 2024
City of Stanton
7800 Katella Ave
Stanton, CA 90680
Dear City Administrator,
SP+ aims to assist in preserving the sense of community for residents and its system visitors. SP+ Municipal Services and its employees are municipal industry leaders who have the experience, expertise, and diligence to deliver extraordinary service to the City of Stanton. This proposal is tailored to address and accomplish Stanton’s stated goals in the parking enforcement RFP.

Experience is Key
SP+ Municipal understands the nuances of municipal parking dynamics, especially within a community driven environment. This, joined with our understanding and knowledge of Stanton’s goals and objectives, will deliver a new level of comprehensive services to successfully balance the specific needs of the City of Stanton and the Police Department leadership and the community at large. We seek to engage into a working-partnership with you to effectively manage your parking infrastructure in an equitable manner consistent with your financial goals, while providing uninterrupted and efficient access to your residents, businesses, and visitors. With a focus on providing superior customer service, cutting-edge technologies, and high-level training and development, we have a proven track record in delivering world-class municipal parking management services.

Founded in 1929, SP+ has grown to be North America’s largest parking management company and operates 35+ municipal parking locations across 34 states. No other provider has more extensive experience in municipal parking management than SP+.

Our methods are comprehensive, tested, and designed to achieve your goals and objectives. Our Management Team will continue to focus on the following keys to success, which we will further articulate in our response:

Partnership Approach – community involvement and stewardship Outcome Based Management – using data to drive program performance Technology – leveraging technology for accountability and transparency Customer Service – commitment to exemplary representation of the City’s parking system Accredited Parking Organization
SP Plus Corporation is the first commercial parking operator to be certified by the International Parking & Mobility Institute (IPMI) as an Accredited Parking Organization (APO). We are the first parking operator to achieve Accreditation with Distinction - which represents the top 5% of the industry.

The APO program was established in 2015 to set industry standards that develop, ensure and support a high level of professionalism and competency in parking management. To earn the APO designation, an organization must demonstrate its commitment to ongoing evaluation and improvement of program outcomes throughout its operations.

The benefit of the APO accreditation to the City of Stanton is peace of mind. It is confidence in knowing that you have a partner who demonstrates a higher standard of performance, delivers a proven approach, and operates with a sense of pride and integrity.

SP+ Parking
3470 Wilshire Blvd
Los Angeles, CA 90010
[email protected]
spplus.com | parking.com | bagsinc.com
Rationale for Award - SP’s Municipal Services Team
Stanton’s stakeholders, City and PD staff will receive the full support of the SP+ Municipal Services division. Going beyond daily operational support, Stanton can expect the highest level of responsiveness, guidance, innovation, and backing from the industry’s most experienced and well-versed team of dedicated on-street parking professionals. A partnership with SP+ means linking the City of Stanton parking operations to our 50+ municipal parking operations across 34 states. No other provider has a municipal on-street specific team working across regions to:

Stay at the forefront of implementing new technology
Ensure best practices and policies are in place location to location Share knowledge while developing future municipal parking leaders Provide experience and guidance on new initiatives and projects Maintain accountability through teamwork
Meaningful Stakeholder engagement programs in unison with Data Driven decisions Customer Service as the cornerstone for operations
Simply put, no other parking management company can provide a municipal parking resource with more project management experience, operational capability, accountability and progressive thinking in on-street parking management than the SP+ Municipal Services team.

SP+ RFP Understanding
This letter shall serve as SP+’s understanding of the Project and a summary of the approach to be undertaken to perform the Services.

Potential Conflicts
SPPLUS would like to confirm that neither the organization nor its team has any potential conflicts that may arise in the performance of the services requested in this RFP.

SP+ Commitment
We believe the level of detail shared in our proposal demonstrates our true understanding of the City of Stanton parking system and the requirements outlined in the RFP, which illustrates our commitment to delivering industry leading services on time, and exemplifies why we are the best suited service provider partner for the City of Stanton.

For the purposes of this RFP, please contact Ernesto Rennella, Vice President of SP+ Municipal Services at 213- 219-0104 or [email protected].

SP+’s proposal shall remain valid for a period of not less than one hundred twenty (120) days from the date of submission.

We sincerely appreciate your time and consideration.

Ernesto Rennella
Vice President, Municipal Services Division
213.219.0104
[email protected]

PROPOSAL TO PROVIDE PARKING ENFORCEMENT SERVICES FOR THE CITY OF STANTON 8

GLOBAL MARKET PRESENCE
SP+ operates in major markets across
North America including 47 states, the
District of Columbia, Puerto Rico, and
four Canadian provinces. The company
also operates in Europe under the
AeroParker and KMP brands.

©2024 by SP Plus Corporation. All rights reserved. No material may be used, reproduced or distributed without the written permission of SP Plus Corporation.

SUBMITTED BY:

ERNESTO RENNELLA
Vice President
c: 213-219-0104
p: 954-524-6500
e: erennella@SP+.com
_________________________
3470 Wilshire Blvd
Los Angeles, CA 90010
SP+.com
B-1
55414.00000\32996936.2
EXHIBIT “B”

SCHEDULE OF SERVICES
Services and work shall begin promptly at the start of the term of this Agreement.

C-1
55414.00000\32996936.2
EXHIBIT “C”

COMPENSATION
The hourly rate for this Agreement is $48.65. The hourly wage paid to SP+ personnel will be set by SP+. The total not-to-exceed compensation is $213,087.

D55414.00000\32996936.2
EXHIBIT “D”

INSURANCE REQUIREMENTS
Certificate holder on Certificate of Insurance shall be stated as follows:

City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Required insurance policies shall not be in compliance if they include an endorsement with any limiting provision (e.g., to contractual liability, “ongoing operations,” or the “sole” liability of Consultant) or exclusion (e.g., cross-liability) contrary to the Agreement, unless such endorsements are approved by the City. Endorsements shall read as follows:

Additional Insured:
• City of Stanton its elected and appointed officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. OR • Any person or organization as required by written agreement/contract. (Blanket coverage)
[Note: Use Insurance Services Office (ISO) form CG 20 26 04 13, or a form at least as broad.]
Primary and Non-Contributory:
• It is agreed that any insurance or self-insurance maintained by the City of Stanton shall apply in excess of, and not contribute with, insurance provided by this policy. [Note: Use ISO form CG 20 01 04 13, or a form at least as broad.] Waiver of Subrogation:
• We [the insurer] waive any right of recovery we may have against the City of Stanton because of payments we make for injury or damage arising out of you ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. [Note: Use ISO form CG , or a form at least as broad.]
D55414.00000\32996936.2
Commercial General Liability
Coverage shall be at least as broad as ISO Form CG 0001. Defense costs shall be paid in addition to the limits.
 A.M. Best Rating; A-/VIII minimum
 Additional Insured Endorsement with policy # indicated  Primary Non-Contributory Endorsement with policy # indicated  Waiver of Subrogation Endorsement with policy # indicated  $1,000,000 limit per occurrence
 $2,000,000 aggregate per project
 Self-Insured Retention information (Must be declared on certificate of insurance when applicable – waiver and current audited financial report required if over $50,000) Automobile Liability
Coverage shall be at least as broad as ISO Form CA 0001.  A.M. Best Rating; A-/VIII minimum
 Additional Insured Endorsement with policy # indicated  Primary Non-Contributory Endorsement with policy # indicated  Waiver of Subrogation Endorsement with policy # indicated  Shall cover “Any Auto” (unless otherwise exempted by the City)  $1,000,000 limit per occurrence
 Self-Insured Retention information (Must be declared on certificate of insurance when applicable – waiver and current audited financial report required if over $50,000) Workers’ Compensation/Employers’ Liability
 A.M. Best Rating; A-/VIII minimum
 Waiver of Subrogation Endorsement with policy # indicated  “Statutory” is checked for Workers’ Compensation
 $1,000,000 limit per occurrence for Employers’ Liability D55414.00000\32996936.2
Professional Liability
Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
 A.M. Best Rating; A-/VIII minimum
 Waiver of Subrogation Endorsement with policy # indicated  $1,000,000 per occurrence
 $1,000,000 aggregate
 Self-Insured Retention information (Must be declared on certificate of insurance when applicable – waiver and current audited financial report required if over $50,000) Technology Errors & Omissions
Not applicable.

Cyber/Network Security & Privacy Liability
Not applicable.

Sexual Misconduct
Not applicable.

Employee Dishonesty & Crime
Not applicable.

City Council Initiated
Items 15D and 15E
Item 15D: “DISCUSSION REGARDING PROTECTION OF THE CITY’S CRITICAL INFRASTRUCTURE”
Item 15E:
“DISCUSSION REGARDING THE CREATION OF A SOCIAL HOST
ORDINANCE”
(These items do not contain a staff report)
Items: 15D & 15E
Click here to return to the agenda.