Q150-Q7829'0007TRANS MITTAL

CAT£ COUNCIL TILL NOCCity Council 11/30/16

COUNCIL ttlSTlfilCTFRQM-IIThe Mayor

Department ot Transportation Ilium Transit Marketing Five Year Contract

forTransit Marketing, Customer Outreach and Support Services

Transmitted for your consideration. See the City Administrative Officer report attached.

(Ana Guerrero)/

MAYORJ

MASrJHriflfroOH

Report FromOFFICE OF THE CITY ADMINISTRATIVE OFFICER

Analysis of Proposed Contract($25,000 or Greater and Longer than Three Months)

CAO File No.:0150-07828-0007

To: Mayor Date: C.D. No.11_17_16 AllContact:Corinne Ralph (213) 928-9745

Contracting Department/Bureau: Department of Transportation

Reference: Department of Transportation transmittal dated October 11, 2016; request for report from Mayor dated October 21, 2016

Purpose Of Contract: To provide transit marketing, customer outreach, and support services

Type of Contract: (X) New contract ( ) Amendment Contract Term Dates:Five years (Effective date TBD)

Contract/Amendment Amount: Not to exceed $14,000,000

Proposed amount $14,000,000+ Prior award(s) $0 = Total $14,000,000Source Of funds: Proposition A Local Transit Assistance FundName of Contractor: Ilium Associates, Inc.

Address: 600 108th Ave NE, Suite 660, Bellevue, Washington 98004

8. Contractor has complied with: Yes N/A*Yes No N/A* Noa.Equal Employmt. Oppty./Affirm. Action XX1. Council has approved the purposeb.Good Faith Effort Outreach X2. Appropriated funds are available_______

3. Charter Section 1022 findings completedX

c. Equal Benefits Ordinance XXd.Contractor Responsibility Ordinance X4. Proposals have been requested Xe.Slavery Disclosure Ordinance X5. Risk Management review completed Xf. Bidder Certification CEC Form 50 XX6. Standard Provisions for City Contracts included

Contracts over $100,00027% *N/A = not applicable **7. Workforce that resides in the City:

RECOMMENDATION

That the City Council and Mayor authorize the General Manager of the Department of Transportation (DOT) to execute a contract with Ilium Associates, Inc. for transit marketing, customer outreach, and support services for a term of five years with a total compensation not to exceed $14 million, subject to the approval of the City Attorney as to form and legality.

SUMMARY

The DOT requests approval to execute a five year contract with Ilium Associates, Inc. for the continuation of marketing, customer service and support services at a cost not to exceed $14 million. The current contract expires on November 30, 2016. On November 10, 2016, Council Motion (C.F. 11-1225-S1) authorized an extension for up to ninety days to provide DOT additional time to finalize the RFP and contract award process. The DOT has selected the current incumbent (Ilium Associates, Inc.) to continue providing services over the next five years. The term of the new contract will be effective prior to March 1, 2017 when the contract extension authorization expires and subsequent to Council approval. Consistent with Los Angeles Administrative Code Section 10.5, Council approval is required since the term exceeds three years. Funding will be provided by the Proposition A Local Transit Assistance Fund

City Administrative OfficerAnalyst 0150-07828-0007IRCAO 661 Rev. 04/2016

CAO File No. 0150-07828-0007

Page2

BackgroundOn August 9, 2016, DOT issued a Request for Proposal (RFP) for the continued operation of Transit Marketing - Customer Outreach and Support Services. Two proposals were received and DOT selected Ilium Associates, Inc. as the best firm to provide these services based on their marketing expertise and demonstrated ability to meet the needs of DOT’S marketing efforts.

The comprehensive services to be provided are defined as either permanent on-going activities and/or those which are performed on an as-needed basis as outlined below:

• Operation and management of the Transit Store, including marketing and customer support services;

• Maintenance of DOT transit website;• Design and production of schedules, maps, brochures, billboards and various other material;• Market research and media relations, including on board surveys, preparation of public service

announcements, press conferences, and maintenance of social media; and• Target marketing for special groups and participation in community events.

The DOT Transit Service System is currently undergoing a Line by Line analysis of the existing DASH, Commuter Express and Cityride services and it is anticipated the analysis will be available for Council and Mayor consideration in January 2017. The analysis may recommend changes or modifications to existing programs to improve the overall service quality and delivery. As such, the proposed contract amount is up $14 million and reflects an increase of $3 million over the current contract. The DOT reports that in anticipation of a potential expansion of routes and the need to provide more marketing services, the increased contract level is recommended to allow DOT the ability to increase service levels as needed, should the recommended expansion items be approved by the Council and Mayor. As with all contracts, the contractor cannot unilaterally perform additional services unless approved by the City.

The 2016-17 Adopted Budget provides $2,550 million in funding in the Proposition A Local Transit Assistance Fund 385, Appropriation Account Number 94N442 Marketing Transit and Account Number 94N420 Transit Store and is sufficient to cover Year One of the proposed contract. Funding in subsequent years will be allocated as part of the budget process.

The Office of the City Administrative Officer completed a Charter Section 1022 Determination on July 27, 2016 with an economic finding that it is overall less expensive to contract out these services. In addition, Ilium has complied with the City contracting requirements and has submitted all applicable forms.

FISCAL IMPACT STATEMENT

There is no General Fund impact. Funding for Year One is available for the proposed contract within the Proposition A Local Transit Assistance Fund and additional funding for subsequent years will be (provided in those fiscal year budgets. The City’s obligation is limited to the availability of appropriations. The recommendations comply with City Financial Policies in that sufficient special fimd revenues are available and eligible for this purpose.

MAS:IR:06170055

ATTACHMENTS

CITY OF LOS ANGELESINTER-DEPARTMENTAL CORRESPONDENCE

z\ PHvOctober 19, 2016Date:

err*

The Honorable Eric Garcetti, MayorAttention: Mandy Morales, Legislative Coordinator

To:

o roSeleta J. Reynolds;0eneral Manager Department of Transportation

From: iCDO) CD

1 rSELECTION OF CONTRACTOR TO PROVIDE TRANSIT MARKETING CUSTOMER OpTRgACHJ AND SUPPORT SERVICES ‘

Subject:

3CCO

SUMMARY cnc

The Department of Transportation (LADOT) is requesting authority to execute a five-year contract with Ilium Associates, Inc. for an amount not to exceed $14,000,000 for the continued provision of Transit Marketing Customer Outreach and Support Services.

RECOMMENDATION

That the Council:

Authorize the General Manager of LADOT, to execute a contract with Ilium Associates, Inc. for a five-year term for an amount not to exceed $14,000,000 to provide Transit Marketing Customer Outreach and Support Services, subject to the approval of the City Attorney as to form and legality.

DISCUSSION

LADOT received proposals from two firms by the submission deadline established in the Request for Proposal (RFP) of September 20, 2016. The firms that submitted proposals were the incumbent provider Ilium Associates, Inc. and Celtis Ventures LLC.

The RFP had two components, the first comprised of marketing services and the second comprised of customer outreach and support services. Proposers could bid on either or both components of the RFP. Ilium Associates, Inc. submitted a proposal responding to both components, while Celtis Ventures LLC proposed only for the customer outreach component.

A review of the submitted proposals for compliance with the City's standard contracting requirements showed the proposals from Ilium Associates, Inc. and Celtis Ventures were responsive and in accordance with the criteria established in the RFP. LADOT is recommending awarding both components to Ilium Associates, Inc.

The evaluation panel, consisting of representatives from LADOT and Access Services, Incorporated, evaluated and scored the responsive proposals and recommended the selection of Ilium Associates, Inc.

Honorable Eric GarcettiMayor

October 11, 20162

The proposal was evaluated based on the following criteria:

RFP Evaluation Criteria

Categories Points

Qualifications of Proposer Qualifications of Proposed StaffSample Transit Marketing and/or Customer Outreach and Support Plan Cost Effectiveness

1. 252. 253. 204. 30

Total 100 (per rater)

The City's adopted budget for the Transit Marketing - Customer Outreach and Support Services during Fiscal Year 2016-2017 is $2,800,000.

BACKGROUND

LADOT has contracted with transit marketing services since the 1990's to provide transit marketing services for LADOT's transit programs. The transit marketing and customer support contractor provides marketing and customer support services for LADOT's transit operations in a variety of ways, including design and production of schedules, maps, ads, brochures, billboards and collateral materials; conducting market research, on-board surveys, press conferences, targeted specialized and ethnic customer marketing; preparation of public service announcements, paid media and press releases; operation of LADOT's Customer Service Center; participation in community events designed to reach prospective riders of LADOT Transit and encourage stakeholder support of those programs; and maintenance of a strong presence on social media highlighting LADOT transit services.

On September 27, 2011, the City Council authorized LADOT to negotiate and execute a contract for a five-year term for the continued transit marketing services with Ilium Associates, Inc. The current contract with Ilium Associates is due to expire on November 30, 2016.

On August 9, 2016, LADOT issued a Request for Proposals for the continued operation of Transit Marketing - Customer Outreach and Support Services. The RFP was posted on the City's Los Angeles Business Assistance Virtual Network (LABAVN) website, and LABAVN notified 2,549 registered companies of the new opportunity via e-mail. LADOT also maintains a bench of on-call consultants for various tasks, and LADOT reached out specifically to the 20 marketing-related firms on that list inviting regarding this RFP. LADOT held a pre-proposal conference on August 18, 2016, which was attended by representatives from 21 firms. Several of those firms present at the conference joined with prime contractors as sub­contractors on the prime contractors' proposals. LADOT received proposals from two firms by the submission deadline of September 20, 2016. LADOT is requesting authority to award a contract to Ilium Associates, Inc. The following is the business location of the selected proposer:

Ilium Associates, Inc.600 108th Ave. NE, Suite 660 Bellevue, WA 98004

Honorable Eric GarcettiMayor

October 11, 20163

Ilium Associates, Inc. was chosen unanimously by the evaluation panel to perform both components of the RFP based on the strength of their proposal. Their experience in the field and the responsiveness of their proposal for the customer outreach component, which showed a strong understanding of LADOT services as well as the Los Angeles transit market and an ability to tailor their marketing efforts to those realities, resulted in their selection over Celtis Ventures LLC for that component, while their being the sole proposer for the support services component and experience in that are resulted in their selection for that component of the RFP.

FINANCIAL IMPACT

There is no impact on the General Fund. Sufficient funds have been included in the City's adopted FY 2016-17 Proposition A Local Transit Assistance (PALTA) Budget.

SJR:gh

Attachments:

1- Proposed Contract Rates2- Contract with Ilium Associates, Inc.

AGREEMENT BETWEEN

THE CITY OF LOS ANGELES

AND

ILIUM ASSOCIATES INC.

FOR

TRANSIT MARKETING

CUSTOMER OUTREACH AND SUPPORT SERVICES

AGREEMENT BETWEEN THE

CITY OF LOS ANGELESAND

ILIUM ASSOCIATES INC.

THIS AGREEMENT is made and entered into, by and between the City of Los Angeles, a Municipal Corporation (hereinafter referred to as "City") and Ilium Associates, Inc. (hereinafter referred to as the "Contractor").

WITNESSETH

WHEREAS, the City desires to engage the service of the Contractor to provide transit marketing and customer outreach and support services for its Proposition A and C funded public transit services and projects; and

WHEREAS, the City issued a Request for Proposal ("RFP") on August 9, 2016 for companies interested in conducting Transit Marketing Customer Outreach and Support Services, which RFP is on file with the City and is incorporated herein by reference; and

WHEREAS, the Contractor submitted a Proposal in response to the RFP which is dated September 20, 2016 and is incorporated herein by reference (collectively the "Proposal"); and

WHEREAS, the Contractor has the management, expertise and financial viability necessary to function as the Transit Marketing Customer Outreach and Support Services provider; and

WHEREAS, the Contractor has agreed to provide the services requested in the time and manner set forth in the RFP, Addenda and Proposal incorporated into this Agreement; and

WHEREAS, the Mayor and City Council concurred with the selection of the Contractor on.) and the said Proposal was the most responsive and cost-effective________________ , 2016 (CF

Proposal received by the City for said services.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION I. INTRODUCTION AND CONDITIONS PRECEDENT

Parties to this AgreementA.

The City of Los Angeles, A Municipal Corporation, having its principal offices at 200 North Main Street, Los Angeles, California 90012

1.

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2. The Contractor, known as Ilium Associates, Inc., located at 600 108th Avenue NE, Suite 660, Bellevue, Washington 98004.

Representatives of the Parties and Service of NoticesB.

1. The representatives of the respective parties who are authorized to administer this Agreement and to whom formal notices, demands and communications shall be given are as follows:

a) The representative of the City shall be, unless otherwise stated in the Agreement:

Corinne Ralph, Chief of Transit Programs Bureau of Transit Services, LADOT City of Los Angeles Department of Transportation 100 S. Main Street, 10th Floor Los Angeles, CA 90012

b) The representative of the Contractor shall be:

Carolyn Perez Andersen PresidentIlium Associates, Inc.600 108th Avenue NE, Suite 660 Bellevue, WA 98004

1) Notices. Formal notices, demands and communications to be given by either party shall be made in writing and may be effected by personal delivery or by mail. A notice of Breach of Agreement will be sent via certified mail.

2) Changes. If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice shall be given, in accordance with this Section, within five (5) working days of said change.

Contract ModificationsC.

This Agreement fully expresses all understanding of the parties concerning all matters covered and shall, with the Request for Proposal (RFP), the Addenda to the RFP, and the Contractor's Proposal, constitute the total Agreement. Except as may otherwise be provided herein, no addition to or alteration hereto shall be valid unless made in the form of a written amendment, which must be formally approved by Mayor and/or Council and executed by the parties. No modification or addition to this Agreement shall have any effect whatsoever unless set forth in writing, approved by Mayor and/or Council, and signed by both parties.

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D. Conditions Precedents

Required Facilities. The Contractor shall, prior to the commencement of service, have all facilities required for all necessary functions in place for the creation, production, administration and support of service.

1.

Staff/Hourly Staff Rates. As per the Contractor's Proposal, the listing of all relevant personnel and a discussion of the type of work that will be performed by the personnel shall remain in effect for the term of this contract. The hourly staff rates for each staff member for each year of this contract are included in the contractor's proposal and shall be incorporated into this Agreement. If there are changes in the status of the staff (including retirement, transfers, promotions, etc.) the City shall be notified in writing within 30 days of the change.

2.

Travel Costs. The Contractor may be required to travel, on behalf of the City, to perform the duties specified in the RFP and required under this Agreement. All records and receipts for transportation (rental car, taxi, bus, gas, parking, mileage), excluding airfare, must be retained and submitted with invoices for work performed per this contract as set forth by the City and will be reviewed by the City for appropriateness before payment. All transportation expenses, excluding airfare, will be reimbursed by the City, provided they are in compliance with the standards established under the City's "User Department Manual." Since the Contractor's headquarters is located outside the City, the City will pay for Contractor's transportation expenses to and from the City while performing work under this Contract, but will not pay for airfare, hotel accommodations or meals.

3.

Insurance Requirements. The Contractor shall comply at all times with all of the insurance requirements under this Agreement and all Insurance verification must be produced on City Insurance Endorsement forms. Appendix A (Standard Provisions for City Contracts (Rev. 3-09) of the RFP describes in detail the insurance coverage and amounts required by this Agreement.

4.

5. Contract Assignment. This Agreement is not to be assigned to a substitute contractor, a successor in interest or a purchaser of the current Contractor without the permission of the City. This Agreement will be terminated if the City does not approve or grant permission to a subsequent contractor to assume the services.

SECTION II. TERMS OF CONTRACT

A. Contract Period

1. This Agreement shall be in effect for five years from December 1, 2016 through November 30, 2021.

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City obligations under this contract are contingent upon the City's ability to obtain the funds from funding agencies and the availability of City funds in this and subsequent fiscal year budgets to finance the cost of this Agreement.

2.

Contractor shall perform service hereinafter indicated strictly in accordance with the terms and conditions of this Agreement.

3.

The City shall reserve the right to enter into other contracts with other firms for similar services during the term of this Agreement.

4.

SECTION III. CONTRACTOR DUTIES AND SCOPE OF WORK

A. Appointment

The City hereby contracts with the Contractor to conduct, in a competent and professional manner, all of the Transit Marketing Customer Outreach and Support Services upon the terms and conditions as set forth in the RFP, Addenda, the Proposal and this Agreement (collectively the "Agreement") and as directed by LADOT on a task basis.

1.

The Contractor will render services as fully described and set forth in the RFP, Addenda, the Proposal and this Agreement, unless otherwise modified by this Agreement. All work performed by the Contractor shall be on a task assignment basis based on verbal or written direction from LADOT. Assigned tasks will fall broadly into the categories of transit marketing, customer support and miscellaneous assistance to the LADOT Transit Bureau and LADOT.

2.

B. Independent Contractor/Status of Contractor

In rendering service hereunder, the Contractor shall be and remain an independent Contractor. It is expressly understood and acknowledged by the parties hereto that any amount payable hereunder shall be paid in gross amount, without reduction for any federal or state withholding or other payroll taxes, or any other governmental taxes or charges. The Contractor is responsible for assuming and remitting any applicable federal or state withholding taxes, estimated tax payments, social security payments, unemployment compensation payments, or any other fees or expenses whatsoever.

1.

1The Contractor shall refrain from any action that would create or tend to create obligations, expressed or implied, on behalf of the City, it being understood that the Contractor is not and shall not be the legal representative or agent of the City and that the Contractor shall not be authorized to make any promises, warranty or representation except as specifically provided for in this Agreement or as otherwise agreed to in writing between the parties.

2.

5

The City shall have no liability to any subcontractor(s) for payment for service under this Agreement or other work performed for the Contractor and any subcontractor entered into by the Contractor pursuant to the conduct of service under this Agreement. It shall be duly noted that the responsibility for payment for technical services or any other work performed shall be the sole responsibility of the Contractor.

3.

All real property, purchased directly by the City or through the Contractor for this contract shall become the property of the City and shall be returned to the City upon termination of this Agreement, except as provided otherwise.

4.

SECTION IV. COMPENSATION

The Contractor agrees to provide all personnel, facilities, effort, materials and equipment required to complete, to the full satisfaction of the City, all the work described in the RFP, Addenda, the Proposal and this Agreement; and the City agrees to pay as full compensation for said service, including all allowable expenses incurred and incident thereto, an estimated amount not to exceed a ceiling price of $ 14 million over the five year term of the Agreement.

A.

The amount above includes all cost related to the creation, production and design of art work, placement in media, public relations and promotions, kick-off events, distribution of materials and all other activities related to marketing and supplying customer support for the City's transit programs. For performance of this Agreement, the City shall pay the Contractor upon submission of monthly invoices for all labor and other costs incurred. At the beginning of each fiscal year covered by the Contract, the City shall notify the Contractor of the amount budgeted for transit marketing in the City's adopted budget and that amount shall constitute a not-to-exceed budget for that fiscal year.

B.

Invoices for payment of the service shall document all charges and fees collected, and be prepared in such a form and supported by such copies of original invoices, payrolls and other documents as may be required by the City to establish that the charges are allowable. The City shall pay the Contractor upon submission of approved monthly request for payment. The City agrees to pay the Contractor amounts billed, less disputed costs, if any, within 30 days following receipt.

C.

SECTION V. PROJECT MANAGEMENT

Carolyn Perez Andersen and John Gobis, the respective Project Co-Managers designated by the Contractor, shall assume ultimate responsibility for, and participate in, all marketing and customer support activities. Ms. Perez Andersen and Mr. Gobis shall oversee all staff assigned to the project and all products produced by Ilium. The Contractor shall not replace Ms. Perez Andersen, Mr. Gobis or other key proposed staff without written approval in advance to the City.

A.

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SECTION VI. PROJECT FINDINGS AND OWNERSHIP OF DOCUMENTS

Any reports, data, or other information given to, prepared, or assembled by the Contractor under the Agreement shall, if requested by the City, be kept confidential and shall not be published or made available to any individual or organization by the Contractor without prior written approval by the City.

A.

All finished or unfinished documents, data, surveys, studies, drawings, maps, brochures, photographs, and reports prepared by the Contractor shall become the City's property.

B.

SECTION VII. DOCUMENTS, RECORDS AND AUDIT

A. Audits and Inspections

At any time during normal business hours and as often as the City may deem necessary, the Contractor shall make available to the City for examination, all of its records with respect to all matters covered by this Agreement. The City shall have the authority to audit, examine and make excerpts or transcripts from records, including all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other statistical data relating to all matters covered by this Agreement.

1.

The City reserves the right to dispatch auditors of its choosing to any site where any phase of the project is being conducted. The City auditors shall be provided adequate and appropriate work space in order to conduct audits and shall be allowed to interview any employees of the Contractor.

2.

The City shall have the authority to make physical inspections and to require such physical safeguarding devices as locks, alarms, safes, etc., to safeguard property and/or equipment authorized by this Agreement. In the event the City requires equipment to be purchased beyond what was originally proposed, the Contractor has the right to renegotiate the hourly rate to reflect the cost of the equipment.

3.

If a fiscal or special audit determines that the Contractor has billed the City for inaccurate or unsubstantiated work hours in its billings to the City, the Contractor shall be notified and given the opportunity to justify the inaccurate billings. The City shall determine the amount to be paid to the Contractor during the period of audit. If the Contractor fails to respond within fifteen (15) days from the notice date, the City shall make the final determination of disallowed billed work hours and the findings will be incorporated in the final audit report. Over-billings shall be reimbursed by deducting the amount deemed over-billed from the Contractor's current or future invoices.

4.

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SECTION VIII. STANDARD CONTRACT PROVISIONS

The provisions of the Standard Provisions for City Contracts (Rev. 3-09), found irv^ppendix A of the RFP, are hereby incorporated by reference into this Contract. The ContractorTlTaTf abide by the City's Standard Provisions for City Contracts.

A.

1. Equal Benefits Ordinance

Contracts awarded pursuant to this procurement process shall be subject to the applicable provisions of Los Angeles Administrative Code Section 10.8.2.1, Equal Benefits Ordinance (EBO).

Contractors shall complete and submit to the contracting department the Equal Benefits Ordinance Affidavit (two (2) pages) for a City contract valued at $5,000. The Equal Benefits Ordinance Affidavit shall be effective for a period of twelve months for the date submitted to the City. Contractors do not need to submit supporting documentation. However, the City may request supporting documentation to verify that the benefits are provided equally as specified on the Equal Benefits Ordinance Affidavit.

Contractors seeking a waiver from the requirements of the EBO shall visit the Bureau of Contract Administration's web site at www.bca.lacitv.org and download the form. The EBO Waiver Request Form hardcopy must be returned to the contracting department.

2. Nondiscrimination, Equal Employment Practice and Affirmative Action Program (Non­Construction)

Contracts awarded pursuant to this procurement process shall be subject to the applicable provisions of Los Angeles Administrative Code Section 10.8.2., Non-discrimination Clause.

Non-construction services to or for the City for which the consideration is $1,000 or more shall comply with the provisions of Los Angeles Administrative Code Section 10.8.3., Equal Employment Practices Provisions. Contractor shall complete the Non-Discrimination/Equal Employment Practices Affidavit (two (2) pages) and submit the completed form to the contracting department. Non-construction services to or for the City for which the consideration is $100,000 or more shall comply with the provisions of Los Angeles Administrative Code Section 10.8.4., Affirmative Action Program Provisions. Contractor must complete and submit to the contracting department the Affirmative Action Plan (four (4) pages).

3. Slavery Disclosure Ordinance

Unless otherwise exempt, in accordance with the provisions of the Slavery Disclosure Ordinance, any contract awarded pursuant to this RFB/RFP/RFQ will be subject to the Slavery Disclosure Ordinance, Section 10.41 of the Los Angeles Administrative Code.

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Contractor shall complete and submit to the contracting department the Slavery Disclosure Ordinance Affidavit (one (1) page).

Contractor seeking a waiver from the requirements of the SDO shall visit the Bureau of Contract Administration's web site at www.bca.lacitv.org and download the form. Hardcopy of the SDO Exemption Form (OCC/SDO-2) must be returned submitted to the contracting department.

SECTION IX TERMINATION OF CONTRACT

A. The City may terminate this Agreement without cause, in whole or in part, at any time by written notice to the Contractor. The Contractor shall be paid its reasonable costs, including contract closeout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim for payment to the City. If the Contractor has any property in its possession belonging to the City, the Contractor shall account for the same, and dispose of it in the manner the City directs.

B. Upon receiving notice of Agreement termination the Contractor will begin transition of service and equipment back to the City and the City's designated replacement contractor in an amount of time to be determined by the City.

C. If the City determines that the Contractor has not materially complied with the terms of the contract, the City shall notify the Contractor of such non-compliance and reserves the right to terminate this Agreement. Reasons for such termination may include, but shall not be limited to the failure to provide service within agreed performance standards as evidence by City inspection, through surveys, or by communications from users of a service. Termination shall be effected by giving a notice of termination to the Contractor setting forth the manner in which the Contractor is in default. In the event of termination for default of Contractor, the Contractor shall only be paid the contract price for services delivered and accepted, and for services performed in accordance with the manner of performance set forth in this Agreement.

D. In the event of contract termination due to noncompliance, the Contractor may request a delay in such termination in order to present an appeal to City Council.

E. In case of default by Contractor, the City reserves the right to procure the articles or services from other sources and to hold the Contractor responsible for any excess costs incurred by the City.

SECTION X. MISCELLANEOUS

A. Neither party assumes any liability for failure to fulfill the terms and conditions of this Agreement caused by events beyond the reasonable control of such party. Such events may include, but are not limited to the following: natural disaster, acts of the government in either its sovereign or contracted capacity, a failure or shortage of fuel, water, fuel oil or other utility or services, strikes, riots, fires, floods, epidemics, war, insurrection or other national or local

9

emergency, freight embargo, impasse of routes due to construction, and unusually severe weather but in every case the failure to perform must be beyond the control and without the fault or negligence of either party or the Contractor's subcontractor(s).

B. This Agreement and all its exhibits, the RFP, all Addenda to the RFP, and the Proposal contain the entire understanding between the Contractor and City. No modification or addition to this Agreement shall have any effect whatsoever unless set forth in writing and signed by both parties hereto.

C. Any item of work contained in either the RFP or the Proposal shall be performed by Contractor as though it appeared in this Agreement. In the event of any conflict, the terms of this Agreement, its exhibits and the RFP shall govern over the Proposal unless specifically stated otherwise.

D. Disputes regarding the interpretation or application of any provisions shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties. The City shall make every effort to limit the negotiating period for a time not to exceed 30 days. Failure to come to a negotiated settlement will allow the aggrieved party to seek recourse in the courts of law (Refer to the Standard Provisions for City Personal Services Contract, Appendix B, Section PSC-8 of the RFP).

E. The failure of the City to insist upon strict performance by Contractor of any provision hereunder in every one or more instances shall not constitute a waiver of such provision by City, nor shall, as a result, City relinquish any rights that it may have under this Agreement.

F. This Agreement shall be binding on and insures to the benefit of the heirs, executors, administrators and assigns of the parties hereto.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, the City of Los Angeles and the Contractor have caused this agreement to be executed by their duly authorized representatives.

Executed for:Executed for:

Ilium Associates, Inc.The City of Los Angeles

Carolyn Perez Andersen

President and CEO Ilium Associates, Inc.

Seleta J. Reynolds

General Manager Department of Transportation

Date:Date:

Approved as to Form and Legality: ATTEST:

Holly L. Wolcott, City ClerkMike Feuer, City Attorney

City ClerkCity of Los Angeles

Michael Nagle Deputy City Attorney

Date:Date:

Council File Number:

Contract Number:

Date of City Council Approval of original Contract:

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