CONTRACT SUMMARY SHEET

TO: THE OFFICE OF THE CITY CLERK,COUNCIL/PUBLIC SERVICES DIVISIONROOM 395, CITY HALL

DATE: September 30, 2014

(PLEASE DO NOT STAPLE THE CONTRACT FOR THE CLERK'S FILE)

FORM MUST BE TYPEWRITTEN

FROM (DEPARTMENT): Transportation

CONTACT PERSON: Paul Konkirati PHONE: (213) 972-8602

CONTRACT NO.: 61— /a4/igo

ADOPTED BY COUNCIL: 9/23/2014

APPROVED BY BPW:DATE

DATE

CONTRACTOR NAME: Shelterclean Services, Inc.

COUNCIL FILE NO.: 13-0069-S1

NEW CONTRACT XAMENDMENT NO.ADDENDUM NO.SUPPLEMENTAL NO.CHANGE ORDER NO.

TERM OF CONTRACT: October 1, 2014

TOTAL AMOUNT: $3,000,000

THROUGH: September 30, 2019

PURPOSE OF CONTRACT:

Contractor (Shelterclean Services, Inc.) will manage, consuct maintenance and landscapingservices for eleven (11) city bike path facilities under the direction of Los Angeles TransportationDepartment.

NOTE: CONTRACTS ARE PUBLIC RECORDS - SCANNED AND UPLOADED TO THE INTERNET

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AGREEMENTBETWEEN

THE CITY OF LOS ANGELESAND

SHELTERCLEAN SERVICES, INC.FOR

MANAGEMENT AND PERFORMANCE OF LANDSCAPING ANDMAINTENANCE SERVICES FOR THE CITY'S BIKE PATH FACILITIES

This Agreement is between the City of Los Angeles, a municipal corporation(hereinafter referred to as "CITY") and ShelterClean Services, Inc. (hereinafterreferred to as "CONTRACTOR").

WITNESSETH

Whereas, CONTRACTOR is currently under contract to CITY to manageand perform the various maintenance functions at CITY's bike path facilities(hereinafter referred to as "PROJECT");

Whereas, CITY contract with CONTRACTOR expires 9/30/2014; and

Whereas, CITY issued a request for proposal (RFP) on 3/4/2014 to solicitcompanies interested in providing bike path and landscaping maintenanceservices, which RFP is on file with the City Clerk and is incorporated hereinreference; and

Whereas, CONTRACTOR, submitted a proposal (hereinafter referred toas "PROPOSAL") dated 5/9/2014, in response to the RFP, which PROPOSAL isincorporated herein by reference; and

Whereas, said PROPOSAL, was selected by CITY as the most responsivePROPOSAL received for said services; and

Whereas the RFP, PROPOSAL and this Contract shall be hereinafter bereferenced collectively as the "AGREEMENT."

Now, therefore, the parties hereto agree as follows:

1. APPOINTMENT

CITY hereby contracts with ShelterClean Services, Inc., theCONTRACTOR, to provide bike path and landscaping maintenanceservices for the Orange Line, Chandler Boulevard, Arroyo Seco, BallonaCreek, Harbor Park, L.A. River (West Valley Segment), L.A. River, San

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Fernando Road Phase I, San Fernando Road Phase II, Browns Creek andWill Rogers State Beach Bike Path Facilities upon the terms andconditions as set forth in this AGREEMENT.

2. TERM

The term of this AGREEMENT shall extend for five (5) years from the dateof execution of the Contract, unless sooner terminated as provided herein.

3. DUTIES

A. Scope of Work

3.1 CONTRACTOR shall render the services as fully describedand set forth in this AGREEMENT or by amendment to theAGREEMENT.

B. Contractual Responsibilities

3.2 CONTRACTOR agrees to provide all personnel, supervisionof said personnel, materials, and equipment required tocomplete all work as described in this AGREEMENT to thefull satisfaction of CITY.

3.3 CONTRACTOR shall provide a quarterly monthly summaryreport that includes employee and subcontractorevaluations, individual bike path facility maintenanceinformation and documented operational problems, patroncomplaints, incidents, a description of action taken regardingthese issues, and other relevant information requested byCITY. The summary report shall be submitted by thefifteenth (15th) day of the month following the quarter. Inaddition, CONTRACTOR and CITY shall meet on a quarterlybasis to discuss any issues or problems that may arise.

3.4 CONTRACTOR shall assess the performance of allcompany personnel assigned to the PROJECT andPROJECT subcontractors. CONTRACTOR will evaluate theefficiency and effectiveness of said personnel and thecost-to-service economy of PROJECT subcontractors.CONTRACTOR shall replace project personnel, ifnecessary, to ensure smooth and effective operation andhigh quality maintenance of the PROJECT. CITY shall beapprised of and approve personnel changes.

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3.5 CITY shall issue PROJECT keys to CONTRACTOR.CONTRACTOR shall be responsible for all keys toPROJECT functions, such as irrigation controllers and anyother keys required to operate the PROJECT. Keys shall behandled in a secure and accountable manner and shall notbe distributed to any party outside CONTRACTOR'sassigned PROJECT personnel.

3.6 CONTRACTOR shall monitor CITY Bike Path Facilities, asspecified in the RFP, and report to CITY Staff immediatelyany emergency situations that occur.

4. COMPENSATION

City shall compensate CONTRACTOR for work which CONTRACTOR hasperformed under the Fixed and Variable Cost categories. Work shall be deliveredin the manner satisfactory and acceptable to CITY and is described in the RFPand PROPOSAL.

A. Fixed Costs

4.1 CITY agrees to pay full compensation for said fixed costsservices, including all allowable expenses incurred andincident thereto, an estimated amount not to exceed a ceilingprice of $2,383,670.76 or Fixed Costs during the Five (5)year contract period, as shown on Exhibit BPF-13: TotalFixed Cost (Economy of Scale) of the PROPOSAL.

B. Variable Costs

4.2 CITY agrees to pay CONTRACTOR for satisfactoryperformance of variable cost work or unscheduled work atthe hourly rates set forth in Exhibit BPF-6, entitled SampleLandscape/Irrigation Variable Costs (Economy of Scale), ofthe PROPOSAL. The hourly rates as provided shall includeall applicable labor surcharges such as taxes, insurance andfringe benefits, as well as indirect costs, general andadministrative expenses, overhead and profit. Compensationwill be based upon the specified hourly rates multiplied bythe number of service hours.

4.3 Variable cost or unscheduled work in excess of $1,000 thatCONTRACTOR cannot perform shall be subcontracted byCONTRACTOR after CONTRACTOR obtains at least three(3) bids for performance of said work and submits bids toCITY for selection of bidder. CONTRACTOR shall not

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charge commission for the performance of subcontractedVariable Cost work nor apply any percentage mark-up toeither labor or materials required for variable work under thiscontract.

4.4 Variable Cost work in excess of $1000 will require the CITY'sapproval of a written cost estimate prepared byCONTRACTOR or subcontractor, with the type and quantityof materials specified and the number of labor hoursindicated. CITY reserves the right to change this cost ceilingas it deems necessary, with appropriate notice toCONTRACTOR.

4.5 If at any time CONTRACTOR has reason to believe that thetotal cost of the Variable Cost work will exceed the writtencost estimate, CONTRACTOR shall notify CITY in writing tothat effect and provide the revised estimate of the total costof the performance and the work. Work that exceeds thecost estimate must be approved by CITY prior to start orcontinuation of work. No work shall commence withoutwritten authorization by CITY except in the case ofemergency work that requires immediate attention.

5. INVOICE PROCEDURES

5.1 Invoices for payment of services shall document all charges andfees collected, and be prepared in such form and supported bysuch copies of original invoices, payrolls and other documents asmay be required by CITY to establish that the charges areallowable.

5.2 CITY requires the statement "I certify under penalty of perjury that Ihave complied with the provisions of the City's Living WageOrdinance", followed by the signature of an authorized companysignee shall appear on every invoice that contains payment ofCONTRACTOR employee salaries.

5.3 CITY shall pay CONTRACTOR upon submission of approvedmonthly requests for payment. Invoices for previous month's workshould be submitted by the tenth (10th) day of the following month.

5.4 CITY, at its discretion, may withhold payment for work that wasdeemed unsatisfactory in either the Fixed or Variable Costcategories. Unsatisfactory work performance shall include, but notbe limited to, missed and/or neglected work tasks, late or untimely

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response, incomplete and/or unacceptable task performance byCONTRACTOR's employees or agents (subcontractors).

5.5 CITY agrees to pay CONTRACTOR amounts billed less disputedcosts, if any, within thirty (30) days following receipt of invoice.Payment of expense disputes shall be resolved in an expedientmanner.

5.6 In rendering service hereunder, CONTRACTOR shall be andremain an independent CONTRACTOR. It is expressly understoodand acknowledged by the parties hereto that any invoices payablehereunder shall be paid in gross amount, without reduction for anyfederal or state withholding or other payroll taxes, or any othergovernmental taxes or charges. CONTRACTOR is responsible forassuming and remitting any applicable federal or state withholdingtaxes, estimated tax payments, social security, payments,unemployment compensation payments, or any other fees, taxes orexpenses whatsoever.

6. WORK PERFORMANCE

6.1 CONTRACTOR guarantees that all work performed shall be inaccordance with this AGREEMENT and shall be warranted free ofdefects for a minimum period of one year, from the time that CITYaccepts the work, or the manufacturer's warranty period. In theevent of failure of this warranty, CONTRACTOR shall take thenecessary actions to correct the failure and the consequencesthereof, at CONTRACTOR's sole expense, in the most expeditiousmanner as permitted by existing circumstances. If upon notificationby CITY, CONTRACTOR does not promptly take the necessarycorrective steps, CITY without waiving any other rights or remediesit may have at law or otherwise may correct the failure or causeother to do so and deduct from CONTRACTOR's monthly invoicethe sum of the expenses and costs incurred in connectiontherewith.

6.2 CITY reserves the right to decreases services as stated in theAGREEMENT, with thirty (30) days written notice toCONTRACTOR. The costs for such service adjustment shall bederived from the hourly rates for services as set forth in ExhibitsBPF-13 and BPF-14 of the PROPOSAL.

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7. PERFORMANCE PENALTIES

Performance Penalties, as described in the RFP, shall be imposed for lateperformance, or lack thereof, to provide the services under this AGREEMENT.All services shall be performed at all of CITY's bike path facilities as applicable.

8. AUDIT, RECORDS, INSPECTION AND ACCESS

8.1 CONTRACTOR shall keep full and accurate records and accountsof all activities in connection with this AGREEMENT includingwithout limitation reasonable substantiation of all expenses incurredbased upon actual costs.

8.2 CITY or it's duly authorized representatives, shall have the rightupon forty-eight (48) hour notice to CONTRACTOR, to audit andcopy as desired all records, receipts, vouchers, payrolls, timesheets, time cards, expense reports, purchase orders, receivingreports, delivery tickets, vendor quotations, and data, journals andledgers, data stored in computers, and all other data relating to theservices rendered by CONTRACTOR under this AGREEMENTnecessary to audit and verify charges by CONTRACTOR under thisCITY contract.

8.3 CONTRACTOR shall retain and reserve all aforementioneddocuments and records, at no cost to CITY for a period of three (3)years, in a local office location in Southern California, following anaudit of PROJECT cost, and grant secure all necessary accessthereto.

9. PROJECT MANAGEMENT

9.1 Alan Mudge, principal-in-charge, and the part-time Inspectordesignated by CONTRACTOR, shall assume ultimate responsibilityfor, and participate in, all activities.

9.2. Mr. Mudge shall supervise the Inspector, who in turn, shall overseeall staff and subcontractors assigned to PROJECT. CONTRACTORshall not replace Mr. Mudge, the designated Inspector or other keystaff without prior notice to CITY and subsequent written approvalby CITY.

10. CONTRACTORS STATUS/SUBCONTRACTORS

10.1 CONTRACTOR shall refrain from any action which would create ortend to create obligations, expressed or implied, on behalf of CITY,it being understood that CONTRACTOR is not and shall not be the

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legal representative or agent of CITY and that CONTRACTOR shallnot be authorized to make any promise, warrant or representationexcept as specifically provided for this AGREEMENT or asotherwise agreed to in writing between the parties.

10.2 CITY shall have no liability to any subcontractor(s) for payment forservice under this AGREEMENT or other work performed byCONTRACTOR, and any subcontract entered into byCONTRACTOR pursuant to the conduct of service under thisAGREEMENT shall duly note that the responsibility for payment forthe service performed shall be the sole responsibility ofCONTRACTOR.

11. TERMINATION

CITY may at any time prior to completion of the term of contract, terminate thisAGREEMENT for any cause, including lack of funds, but not limited to, default byCONTRACTOR, upon written notice to CONTRACTOR at least thirty (30) daysprior to the effective date of such termination. Similarly, CITY retains the right toterminate the work of a subcontractor for any cause, including, but not limited to,default by the subcontractor, upon written notice to CONTRACTOR at least thirty(30) days prior to the effective date of such termination. Best faith efforts will bemade by both CITY and CONTRACTOR to correct identified problems andissues prior to contract termination written notices being issued. In such event, allrecords prepared by CONTRACTOR under the AGREEMENT will become theproperty of CITY and CONTRACTOR will be paid for services rendered andreasonable termination and settlement costs up to the date of termination.

12. IDEMNIFICATION

Except for the active negligence or willful misconduct of CITY, CONTRACTORundertakes and agrees to defend, indemnify and hold harmless CITY and anyand all CITY's Agents, Employees, Assigns, and Successors in Interest from andagainst all suits and cause of action, claims, losses, demands and expenses,including but not limited to, attorney's fees and cost of litigation, damage orliability of any nature whatsoever, for death or injury to any person includingCONTRACTOR's employees and agents, or damage of or destruction to anyproperty of either party hereto or of third parties, arising in any manner by reasonof, or incident to, the performance of this AGREEMENT on the part ofCONTRACTOR or subcontractor under any tier.

13. INSURANCE

CONTRACTOR shall comply with all of the insurances requirements under thisAGREEMENT. Appendix A, Standard Provisions for City Contract, PSC-18, of

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the RFP, incorporated herein by this reference, describes in detail the insurancecoverage and amounts required by this AGREEMENT.

14. WORKER'S COMPENSATION

CONTRACTOR hereby certifies that it is aware of the provisions of Section 3700et seq., of the Labor Code which requires every employer to be insured againstliability for workers' compensation or to undertake self-insurance in accordancewith the provisions of the code, and that it will comply with such provisions at allsuch times as they may apply during the performance of the work under thisAGREEMENT.

15. STANDARD PROVISIONS FOR CITY CONTRACTS

Hereby incorporated by reference into this Contract are the Standard ProvisionsforCity Contracts, revised October 2009, as attached in the RFP.

16. AMENDMENTS

This AGREEMENT may be amended at any time as necessary by mutualconsent of CITY and CONTRACTOR. Amendments may include, but not belimited to service expansion or reduction in scope of work, nature of services,term of contract or other considerations.

Compensation to CONTRACTOR related to change in scope of work shall benegotiated upon costs as identified in the PROPOSAL.

Amendments shall be in writing, signed and dated by CITY and CONTRACTOR,and shall be incorporated into this AGREEMENT.

17. MISCELLANEOUS

17.1 Neither party assumes any liability for failure to fulfill the terms andconditions of this AGREEMENT caused by events beyond thereasonable control of each party. Such events, may include, but arenot restricted to, the following: acts of God, acts of the governmentin either its sovereign or contractual capacity, fires, floods,epidemics, quarantine restrictions strikes, freight embargoes, andunusually severe weather conditions, but in every case the failureto perform must be beyond the control and without the fault ornegligence of CONTRACTOR or its subcontractors.

17.2 CONTRACTOR may not assign or subcontract this AGREEMENT,or any right, duty, or obligation existing hereunder, whether byoperation of law or any other manner without the prior express

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written consent of CITY which shall neither be unreasonablywithheld or delayed.

17.3 This AGREEMENT, the RFP, the PROPOSAL and all exhibitshereto contain the entire understanding between CONTRACTORand CITY. No modification or addition to this AGREEMENT shallhave any effect whatsoever unless set forth in writing and signed byboth parties hereto.

17.4 All legal notices hereunder and communications with respect to thisAGREEMENT shall be effective upon the mailing thereof byregister or certified mail, return receipt request and postage prepaidto the persons below:

CITY: CONTRACTOR:

Seleta ReynoldsGeneral ManagerDepartment of TransportationCity of Los Angeles100 S. Main St., 10th FloorLos Angeles, CA 90012

Lonnie FineCEOShelterClean Services, Inc.10 5th Street, 2nd FloorValley Stream, NY 11581

17.5 Written cost estimates, work authorizations and similar projectrelated communications will be exchanged between the followingnamed below:

CITY: CONTRACTOR:

Paul MeshkinTransportation EngineerBikeways SectionDepartment of TransportationCity of Los Angeles100 S. Main St., 9th FloorLos Angeles, CA 90012(213) 972-4957

Alan MudgeGeneral ManagerShelterClean Services, Inc.11065 Penrose St.Sun Valley, CA 91352(818) 767-9162

17.6 This AGREEMENT shall be binding on and inure to the benefit ofthe heirs, executors, administrators and assigns of the partieshereto.

17.7 In the event that either party brings suit to enforce the provisions ofthis AGREEMENT, the prevailing party shall be entitled to recoverits reasonable cost and attorney's fees.

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17.8 Any item of work contained in the RFP or the PROPOSAL shall beperformed by CONTRACTOR. In the event of any conflict ormisunderstanding between the parties, the terms of this contractshall govern over the RFP or the PROPOSAL, while terms of theRFP shall govern over the PROPOSAL, unless specifically statedotherwise.

17.9 This AGREEMENT shall be governed by the law of the State ofCalifornia, excluding the conflict of law rules of that State.

17.10 Contractor Evaluation Ordinance

At the end of this contract, the CITY will conduct an evaluation ofthe CONTRACTOR's performance. The CITY may also conductevaluations of the CONTRACTOR's performance during the term ofthe contract. As required by Section 10.39.2 of the Los AngelesAdministrative Code, evaluations will be based on a number ofcriteria, including the quality of the work product or servicepreformed the timeliness of performance, the CONTRACTOR'scompliance with budget requirements, and the expertise ofpersonnel that the CONTRACTOR assigns to the contract. TheCONTRACTOR will be provided with a copy of the final CITYevaluation and allowed 14 calendar days to respond. The CITY willuse the final CITY evaluation, and any response from theCONTRACTOR, to evaluate proposals and to conduct referencechecks with awarding other personal services contracts.

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In witness thereof, the authorized parties have below signed:

SHELTERCLEAN SERVICES, INC.:

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ty-Z-%e_a -Lonnie Fine, CEO

CITY OF LOS ANGELES:

Spta Reynold -; /̀General ManagerD partment of Transportation

APPROVED AS TO FORM AND LEGALITY:

Mike FeuerCity Attorney

Michael Nagle, Deputy City At rney IV

ATTEST:

Holly L. Wolcottar-frri City Clerk

DePut City Clerk

Contract Number:

Council File:

Date: 9/2Li 1)4

Date: 9 '3 o

Date: 9/ //7

Date: i 'Ail/S.7/ /