BERNAL INVESTMENT TRANSIT SHELTER

1. Purpose. The purpose of this Agreement is to assure continued maintenance of the transit shelter and trash receptacle installed in accordance with the City approvals and approved plans for the Project ("Facilities") until such time as the Owner or successor owner of the Property takes on that responsibility pursuant to Ordinance No. 1814 or for five years from the date of this Agreement, whichever comes first. 2. Maintenance. BIC has retained New Image Landscape Company ("Landscaper") to maintain in an attractive manner the transit shelter and trash receptacle for five years from the date of this Agreement. Maintenance to be performed by Landscaper is set forth in the maintenance proposal and agreement, attached as an exhibit to this agreement and incorporated herein, and includes weekly inspection and maintenance of the Facilities and landscaping, weekly emptying of trash receptacles and removal of graffiti within 24 hours. 3. Escrow Account. BIC shall deposit the sum of $9,650 into an escrow account with First American Title ("Escrow Holder"). The amount of $9,650 represents the entire contract amount for Landscaper to perform the maintenance scope of work for a period of five years. The monthly payment to Landscaper for the period of five years is $75 per month, with an additional $1000 per year for graffiti removal or unanticipated repairs .The monies deposited into this escrow are to cover Landscaper's fees to maintain the transit shelter and trash receptacle. Depletion of the escrow account does not relieve BIC from the obligation to maintain the transit shelter for the five year period or until the Owner or successor owner of the Property takes on that responsibility pursuant to Ordinance No. 1814., which ever occurs first If the escrow account is depleted, BIC shall fund the account for the remaining term or make other arrangements acceptable to City. Each month, the Landscaper will submit an invoice to the Escrow Holder for the amount of $75. Within fifteen (15) days of receipt of the invoice, the Escrow Holder shall withdraw the sum of $75 from the escrow account and send the sum of $75 to the Landscaper as payment of the invoice. If at any time the Landscaper's invoice is in excess of $75, Escrow Holder shall send written notification to the City and BIC along with a copy of the invoice. Within (15) days of service of the notification, either the City or BIC may object in writing to the release of the amount in excess of $75. If no such objection is made by either the City and/or BIC, both shall be deemed to have waived any objections to payment of the amount in excess of $75, and The Escrow Holder shall remit to the Landscaper the entire amount of the invoice. If either the City or BIC object to the release of the amount in excess of $75 and the parties to this Agreement are not able to resolve the issues pertaining to the amount in excess of $75, the matter shall be referred to Binding Arbitration before JAMS. 4. Failure to Perform Obligations. If, in the reasonable judgment of the City Engineer, Landscaper has failed to maintain properly the transit shelter and trash receptacle as required by this Agreement, the City may perform such maintenance, at its Page 2 of 4