Cleanstreet-2019-01 Cleanstreet
1937 W. 169th Street
Gardena, CA 90247
JanuaryJs, 2021
VIA FIRST-CLASS MAIL
City of Grand Terrace
22795 Barton Rd
Grand Terrace,CA 92313
Attention: G.Harold Duffey, City Manager
Re: Consent to Change of Control of Cleanstreet
To Whom It May Concern:
As you are aware, City of Grand Terrace ("you" or "your"), and Cleanstreet, are parties to that
certain Agreement for Contract Services by and between the City of Grand Terrace and Cleanstreet, dated
as of February 12, 2018 (the "Agreement"). Cleanstreet intends to enter into a series of transactions,
pursuant to which first,the current owners of Cleanstreet will transfer the capital stock of Cleanstreet to a
newly formed parent company,and second,the parent company will sell the capital stock of Cleanstreet to
a third party,resulting in a change in the ownership of Cleanstreet(the"Change in Control"). In connection
with the Change in Control, Cleanstreet will also be converted from a corporation into a limited liability
company (the conversion, together with the Change in Control, are referred to collectively as the
"Transaction"). The closing of the Transaction(the"Closing")is expected to occur on or around February
12,2021.
Following the closing of the Transaction,Cleanstreet will remain a party to the Agreement and will
continue to be bound by all terms and obligations set forth in the Agreement,which shall remain unchanged
as a result thereof. Cleanstreet is hereby requesting your limited consent and waiver with respect to the
consummation of the Transaction. Except as expressly set forth herein, nothing contained in this letter
agreement shall in any way supersede, modify,rescind, waive, or in any way affect any of the provisions
of the Agreement, including, without limitation, the covenants, agreements, rights and remedies of the
parties set forth therein.
Notwithstanding anything in the Agreement to the contrary, by signing this letter agreement,you
,-hereby (i) irrevocably and unconditionally consent to the consummation of the Transaction, (ii)
acknowledge that the Agreement will continue in full force and effect according to its terms following the
consummation of the Transaction and will not otherwise be affected thereby, (iii) to the extent the
Transaction may constitute a breach or default by Cleanstreet under the Agreement,waive any such breach
or default arising from or related to the Transaction,(iv)acknowledge and agree that all notice requirements
or other obligations of Cleanstreet under the Agreement with respect to the Transaction have been satisfied
or waived and(v)waive any termination or other rights that may be triggered as a result of consummation
of the Transaction.
This letter agreement may be executed in any number of counterparts, each executed counterpart
"constituting an original but all together only one agreement. .A signed copy of this letter agreement
•
r the City Engineer nor any representative of the City is authorized to
01247.0006/669201.8
nterested, or in violation of any State or municipal statute or regulation. The determination of
-22-
111')A'7 flfilIKWAO')111 Q
or breach by the City or for any amount which
-20-
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tor shall immediately cease all services hereunder except such as may be
-19-
(117,1'7 nnnl./2;4a,,n1 52
-18-
mnn7nnrui44o1m u
nd warranties shall not extend to
such use, reuse or assignment. Contractor may retain copies of such documents for its own use.
-16-
n17A7 nnn4/llo1n1 Q
on-conforming work and any
work damaged by such work or the replacement or correction thereof at Contractor's sole expense.
-5-
n1147 nnnv/6lo1n1 2
delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original signed copy of this letter agreement.
Please sign this letter agreement where indicated below and return an executed counterpart via e-
mail to nmoran@cleanstreet.com
Your consent shall be effective on the date of the Closing, and,if the Closing does not occur,this
consent shall be of no force or effect. Please note that the Transaction has not been disclosed to the public
and we respectfully request that the contents of this letter agreement remain confidential. If you have any
questions regarding this letter agreement or the Transaction,please do not hesitate to contact our counsel,
Jennifer Kutsunai,at(310)586-7811 or kutsunaij@gtlaw.com. We appreciate your earliest attention to this
matter.
Sincerely,
Cleanstreet
Jere tello
CE wner
Acknowledged, agreed and consented to as of January o 2021:
CITY OF GRAND TERRACE
By: I -
Naive:
Title: i'I
together with the Change in Control, are referred to collectively as the
"Transaction"). The closing of the Transaction(the"Closing")is expected to occur on or around February
12,2021.
Following the closing of the Transaction,Cleanstreet will remain a party to the Agreement and will
continue to be bound by all terms and obligations set forth in the Agreement,which shall remain unchanged
as a result thereof. Cleanstreet is hereby requesting your limited consent and waiver with respect to the
consummation of the Transaction. Except as expressly set forth herein, nothing contained in this letter
agreement shall in any way supersede, modify,rescind, waive, or in any way affect any of the provisions
of the Agreement, including, without limitation, the covenants, agreements, rights and remedies of the
parties set forth therein.
Notwithstanding anything in the Agreement to the contrary, by signing this letter agreement,you
,-hereby (i) irrevocably and unconditionally consent to the consummation of the Transaction, (ii)
acknowledge that the Agreement will continue in full force and effect according to its terms following the
consummation of the Transaction and will not otherwise be affected thereby, (iii) to the extent the
Transaction may constitute a breach or default by Cleanstreet under the Agreement,waive any such breach
or default arising from or related to the Transaction,(iv)acknowledge and agree that all notice requirements
or other obligations of Cleanstreet under the Agreement with respect to the Transaction have been satisfied
or waived and(v)waive any termination or other rights that may be triggered as a result of consummation
of the Transaction.
This letter agreement may be executed in any number of counterparts, each executed counterpart
"constituting an original but all together only one agreement. .A signed copy of this letter agreement
•
r the City Engineer nor any representative of the City is authorized to
01247.0006/669201.8
nterested, or in violation of any State or municipal statute or regulation. The determination of
-22-
111')A'7 flfilIKWAO')111 Q
or breach by the City or for any amount which
-20-
Ill',,ll nnnl./1 lO,nl Q
tor shall immediately cease all services hereunder except such as may be
-19-
(117,1'7 nnnl./2;4a,,n1 52
-18-
mnn7nnrui44o1m u
nd warranties shall not extend to
such use, reuse or assignment. Contractor may retain copies of such documents for its own use.
-16-
n17A7 nnn4/llo1n1 Q
on-conforming work and any
work damaged by such work or the replacement or correction thereof at Contractor's sole expense.
-5-
n1147 nnnv/6lo1n1 2
N tp0
•ita,
Ader
Vart;rn4rM.4
dop A ;o
January 25, 2021
Cleanstreet
Attn: Nita Moran
1937 W. 169th Street
Gardena, CA 90247
Subject: Consent to Change of Control of Cleanstreet
Dear Ms. Moran:
Enclosed, please find the original executed counterpart of the Consent to Change of
Control of Cleanstreet letter between Cleanstreet and the City of Grand Terrace for your
files.
If you have any questions, or need additional information, please contact my office at
(909) 824-6621 ext. 230.
Sincerely,
.J,6)-(vt.14
Debra L. Thomas
City Clerk
Enclosures: Executed Consent to Change Letter
City of Grand Terrace,22795 Barton Road, Grand Terrace, CA 92313
www.grandterrace-ca.gov 909-824-6621