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HomeMy WebLinkAboutBack-Up DocumentsDocuSign Envelope ID: FC047C55-57E4-4F85-BD68-77D66AC95055 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM i Arthur Noriega V City Manager 000seea ay FROM: Hriiiie�reiez, CPPO Director/Chief Procurement Officer Department of Procurement RECOMMENDATION: DATF October 13, 2022 SUBJECT: Recommendation of Award for Trolley Advertising Services REFERENCES: Request for Proposals ("RFP") No. 1208386 ENCLOSURES: Evaluation Scoresheets Based on the findings below, the Department of Procurement ("Procurement") hereby recommends award of RFP No. 1208386 to Outfront Media Group, LLC ("Outfront") the highest ranked responsive and responsible Proposer, to provide Trolley Advertising Services for the Department of Resilience and Public Works, Transportation Division ("RPW-T"). The awarded vendor, contract terms, and amount are shown below. Contract Number/Title: RFP No. 1208386, Trolley Advertising Services Contract Amount: The City will receive 60% of the Monthly Net Revenues from advertising sales. This is estimated to be at least $500,000 in total payments annually. Contract Term: Initial term of three (3) years, with the option to renew for two (2) additional one (1) year periods. Recommended Vendor: Outfront Media Group, LLC BACKGROUND: On March 21, 2022, Procurement issued RFP No. 1208386, under full and open competition, on behalf of RPW-T, to obtain proposals from experienced, qualified firms to provide Trolley Advertising Services. As required by the Procurement Code, the RFP was advertised and issued on-line. On May 9, 2022, three (3) proposals were received in response to the RFP. On May 9, 2022, the proposals were evaluated by a committee, following the guidelines published in the RFP. The committee determined Outfront was the most qualified, responsive, and responsible proposer. Consequently, approval of this recommendation to award is requested. Your signature below will indicate approval of this recommendation. Approved AP:tg _I l( �0001sie"ea ay. 6z,r t4vit,)& �OS0C 0372 42A.. Arthur Noriega V., City Manager c: Juvenal Santana, PE, CFM, Director, RPW Yadissa A. Calderon, CPPB, Assistant Director, Procurement October 14, 2022 1 09:53:05 Date: COMPOSITE SCONES Request for Proposals 1208386 Trolley Advertising Services EVALUATION OF PROPOSALS SELECTION PROPOSERS o Maximum Maximum Total CRITERIA —� Points Points (3 Becker Board Outfront Media vector Media v Per Member Members) TECHNICAL CRITERIA Proposer's and Proposers Key Personnel Qualifications and Experience 30 120 77 113 111 Proposer's Technical Qualifications 30 120 71 114 113 PRICE CRITERIA Fee Proposal 40 160 126 135 137 TOTAL POINTS 100 4�00 274 362 361 LO U LO Q SIGNATURES 00 o -- CD S Ln LL LL IT Reviewed B v w I- LO LO U r v 0 U LL aL Q 0 a� w 0 Un U O 0 RANKING 3 9 2 PRINT NAME: i 6 iG't C-7ra,,l J i 6/16/2022 Evaluation of Proposal Request for Proposals # 1208386 Trolley Advertising Services Julian Guevara, MDC Maximum Points Becker Boards Outfront Media Vector Media TECHNICAL CRITERIA Proposer's and Proposer's Key Personnel Qualifications and Experience 30 ��- �� Proposer's Technical Qualifications 30 I PRICE CRITERIA Revenue Proposal 40 �3 1 3 TOTAL POINTS 100TU8r �Z (1) Q O a� w rn Un O O 0 6/9/2022 Evaluation of Proposal Request for Proposals # 1208386 Trolley Advertising Services Marc O'Keefe, City of ®oral Maximum Points -, Becker Boards Outfront Media Vector Media TECHNICAL CRITERIA Proposer's and Proposer's Key Personnel Qualifications and Experience 30 Proposer's Technical Qualifications 30 PRICE CRITERIA Revenue Proposal 40 TOTAL P TS 100 C c cr 6 Ckk' 6/9/2022 Evaluation of Proposal Request for Proposals # 1208386 Trolley Advertising Services Milos Majstorovic, City of Miami Beach Maximum Points Becker Boards Outfront Media Vector Media TECHNICAL CRITERIA Proposer's and Proposer's Key Personnel Qualifications and Experience 30 Proposer's Technical Qualifications 30 Zj `= 5� PRICE CRITERIA Revenue Proposal 40 TOTAL POINTS 100 6/9/2o22 Evaluation of Proposal Request for Proposals # 1208386 Trolley Advertising Services Collin Worth, City of Miami Maximum Becker Outfront Vector Media Points Boards Media TECHNICAL CRITERIA Proposer's and Proposer's Key Personnel Qualifications and Experience Proposer's Technical Qualifications 30 PRICE CRITERIA Revenue Proposal 40� TOTAL POINTS 100 6/9/2022 10/18/22, 11:08 AM Detail by Entity Name DIVISION OF CORPORATIONS lr DI vjr«y i, I Lfi ,.org W urkr131r1r© uj!!ur/�lss syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company OUTFRONT MEDIA GROUP LLC Filing Information Document Number M14000001292 FEI/EIN Number 13-2660769 Date Filed 02/25/2014 State DE Status ACTIVE Last Event LC NAME CHANGE Event Date Filed 11/26/2014 Event Effective Date NONE Principal Address 405 LEXINGTON AVENUE NEW YORK, NY 10174 Changed: 04/29/2015 Mailing Address 405 LEXINGTON AVENUE NEW YORK, NY 10174 Changed: 04/29/2015 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Authorized Persons) Detail Name & Address Title MEMBER OUTFRONT Media LLC 405 LEXINGTON AVENUE NEW YORK, NY 10174 Title Manager https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetaiI?inquirytype=EntityName&directionType=Forward List&searchNameOrder=OU... 1 /2 10/18/22, 11:08 AM Detail by Entity Name OUTFRONT Media Capital LLC 405 LEXINGTON AVENUE NEW YORK, NY 10174 Annual Reports Report Year Filed Date 2020 03/05/2020 2021 04/12/2021 2022 04/23/2022 Document Images 04/23/2022 -- ANNUAL REPORT View image in PDF format 04/12/2021 --ANNUAL REPORT View image in PDF format 03/05/2020 -- ANNUAL REPORT View image in PDF format 02/01/2019 -- ANNUAL REPORT View image in PDF format 01/15/2018 -- ANNUAL REPORT View image in PDF format 04/27/2017 -- ANNUAL REPORT View image in PDF format 04/25/2016 -- ANNUAL REPORT View image in PDF format 04/29/2015 -- ANNUAL REPORT View image in PDF format 11/26/2014 -- LC Name Change View image in PDF format 02/25/2014 -- Foreign Limited View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetaiI?inquirytype=EntityName&directionType=Forward List&searchNameOrder=OU... 2/2 MAY 9, 2022 CITY OF MIAMI RFP #1208386 TROLLEY ADVERTISING SERVICES O��O�P. damaan. President, Transit, OUTF ONT Dorel, F\LL,, 3312�2 t F: 305-597-8652 13n660769on Number TABLE OF CONTENTS SECTION SECTION SECTION SECTION SECTION 1 2 -3 . 4 5 EXECUTIVE EXPERIENCE AND KEY PERSONNEL PROPOSED APPROACH FINANCIAL SUMMARY PAST PERFORMANCE INFORMATION PAGE 3 PAGE 6 PAGE 15 PAGE 23 PAGE 37 ?*EXECUTIVE SUMMARY �a SECTION IT � yp', I ...�` `� I ������1 � 1�, l ,:-� ��` •ill � _� jig •y � � 4 � .` dP .Idc L Y I �( °i rL �t.,� h � 1 � i d� r ';* � I� 9"yr ' f a llo ,;,i �•: �°' I i�]. 1 IIU m� 71. •x. � r � f ,:� � � ?� � a c rdi�`•� ��E v a c wti f gyp-' �,R �.ff � _ {�l •{��� F it � I —I', � i ' � �-' "-�.._t� �-�._..,,��. _ Am— 1 EXECUTIVE SUMMARY Ms. Tahlia R. Gray, MBA Procurement Analyst City of Miami Procurement Department 444 SW 2 Ave, 6th Floor, Miami, FL, 33130 Dear Ms. Gray, OUTFRONT Media Group LLC, a wholly owned subsidiary of OUTFRONT Media Inc., is pleased to provide herewith its response to the City of Miami's Request for Proposals for its Trolley Advertising Services contract. We acknowledge receipt of Addenda #1 and #2. OUTFRONT, with 2021 annual revenues in excess of $1.46 billion, is North America's largest out -of -home media company and currently operates in over 140 markets throughout the United States and Canada. We are also the largest provider of transit advertising services in the United States - over 40 current transit agency and municipal contracts across which we generated over half a billion dollars in transit advertising revenue in 2019. OUTFRONT is a publicly traded company listed on the New York Stock Exchange under the symbol OUT. We are fully prepared to utilize our robust balance sheet, positive cash flows and access to capital markets to support all aspects of our proposal, including the revenue share commitments as well as the operational expenses described herein. We are very proud to say that throughout our long history in the out - of -home media business we have never defaulted on any municipal or transit agency contract. Our company's roots in transit advertising date back over 80 years to 1938 when it was first incorporated as Transportation Displays Incorporated and began providing advertising services to Long Island Rail Road, then a subsidiary of the Pennsylvania Railroad. Our current team of over 100 employees in the Miami area can trace their local office roots back over 20 years, ultimately becoming part of the OUTFRONT family in 2014. Today, OUTFRONT represents a wide array of transit agencies including New York City Transit, Long Island Rail Road, Metro -North Railroad, Massachusetts Bay Transportation Authority, Washington Metropolitan Area Transit Authority, Metropolitan Atlanta Rapid Transit Authority, Bay Area Rapid Transit, Miami -Dade County Transit, Los Angeles County Metropolitan Transportation Authority, Orange County Transportation Authority, CalTrain and Santa Clara County's Valley Transportation Authority, among others. With over 460,000 transit advertising displays under our management as of 2021, no other firm represents more transit and municipal advertising inventory in North America than our firm. When national advertisers think transit advertising, OUTFRONT is the first call they make. We firmly believe that we are uniquely qualified to maximize revenues for the City of Miami. Our leading regional billboard business and our expansive local and national transit advertising footprint ensure that our sales teams across North America see almost every agency RFP seeking audiences in the Miami DMA. The proven expertise of our local sales team matched with OUTFRONT's industry -leading national sales teams in New York, Chicago, and Los Angeles can reach the widest buying audience and drive maximal revenues to the City of Miami's assets. We are also deeply connected to the local communities that we serve, including the City of Miami. We will share the details of our firm's historical commitment to diversity, equity and inclusion initiatives, and describe how those policies translate into real -world financial outcomes for our subcontractors and our team members. We fundamentally believe that we are always most successful when our local teams are maximally representative of the communities which they serve. OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 4 1 EXECUTIVE SUMMARY Most importantly, OUTFRONT is committed to the long-term success of public transportation and understands the devastating impacts of the global pandemic on mass transit ridership and farebox revenues. We are committed to standing by our transit partners in these challenging times to assist as we are able, and to help rebuild critical advertising revenue streams as ridership returns to pre-Covid levels. The City of Miami's trolleys are a critical part of the region's transit infrastructure and will play an integral role in supporting the continued success and growth of the greater Miami metro area. We believe that supporting transit authorities through advertising revenue generation helps drive ridership and community support for public transportation, which is ultimately a mutual benefit for our company as well as our transit and municipal partners. If selected, OUTFRONT would continue to be a committed partner to that future vision. On a personal note, I have had the privilege of working with many different transit authorities across numerous cities throughout the US. My 5-year-old daughter thinks that I ride trains and buses for a living, and for the most part, she is correct. Having visited Miami many times over the past decade for both work and pleasure, the City's trolleys have always stood out as a delightful and iconic complement to the greater transit CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES infrastructure in the region. I am firm believer that cities thrive when they are well -served by strong public transit systems and given the City's continued commitment to the operation of its trolley program, I am excited for what I believe will be a vibrant future for the City of Miami. It would be my honor and pleasure to contribute in a small way to that future success as part of the OUTFRONT team. The specifics of our proposal and financial offer are included in the following pages. We are rightfully proud of our history and confident that our team represents the future of transit advertising. Should you have any questions concerning our submission or require any additional information, please feel free to call on me at any time at 212-297-6557. Sincerely, 6 P. Damian Gutierrez Vice President, Transit, OUTFRONT damian.gutierrez@outfront.com PROPRIETARY AND CONFIDENTIAL MAY 2022 P.5 Ir X. ail I '\ X P mgg"- m IEN LN D,( AST PERFORMANCE '�-- 4,- ! ti r It *I.-- 1" 1 1 2 EXPERIENCE AND PAST PERFORMANCE OUTFRONT/ ABOUT OUTFRONT OUTFRONT Media Inc. (NYSE: OUT) maintains a $8.05 billion enterprise value with over $100 million in cash flow and low debt leverage. OUTFRONT possesses all the financial resources necessary to fully support all aspects of its commitments to the City of Miami for this concession, including the operational costs described herein. OUTFRONT's robust balance sheet and positive cash flows are driven by its more than 2,200 employees, who are focused on delivering the best media solutions to out -of -home advertisers nationwide. With over 80 years of experience, OUTFRONT takes its record of successfully delivering on its promises very seriously. Throughout our history, we have never defaulted on, or failed to meet the commitments that we have made to a government or municipal partner. CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES OUTFRONT is the largest out -of -home (OOH) media company in North America, with top 25 DMA coverage and more transit advertising inventory under representation than any other firm. We currently represent over 40 transit agencies and municipalities across the US including NYMTA, LACMTA, MBTA, BART, WMATA, MDT, VTA, and many more. Our 700-person strong sales team generated more than $500 million in transit advertising revenue in 2019, and maintains close relationships with virtually every US advertiser, agency, and media buyer. No other company can claim to have comparable reach or influence in OOH. OUTFRONT is the right choice for the City of Miami. PROPRIETARY AND CONFIDENTIAL MAY 2022 P.7 2 EXPERIENCE AND PAST PERFORMANCE OUrFRONT/ OUR LOCATIONS Corporate Headquarters 405 Lexington Ave, 17th Floor New York, NY, 10174 "i 'M„ 212-297-6400 ' ®` North American Presence OUTFRONT Media operates in 140 markets across the Doral Office lip United States and Canada. 8530 NW 23rd St00 . Doral FL, 33122 305-477-2496 For a full list of all of our offices and the markets we represent, please visit: °- www.outfrontmed!a.com/find-your-market s • Pompano Office 2640 NW 17th Ln Pompano FL, 33064 954-971-2995 CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P.8 2 EXPERIENCE AND PAST PERFORMANCE OUTFRONT TRANSIT AND MUNICIPAL CONTRACTS AS OF 2021 OConcord Pleasant Hills �CCCTMartine. Samlrans San Ramon San Rafael Golden Gale VTA Caltrain BART Transit San Francisco San Francisco San Francisco San Francisco O O O Norwalk LBT LACMTA LADOT O Los Los Los Los Valley Metro City of Mesa Angeles Angeles Angeles Angeles jAngeles Peoria Phoenoc Pr,oe nix e 00 0 @Avontlale Metrolink Glendale City of LA We �Gootlyear Los Transit Los Hollywootl Angeles Los Angeles Los Angeles Angeles Key 0 Bus e Rail ® BlkeShare © Klosks @ Shelters © Billboards eSubway LlghtRall e Trolley CTA Chicago City of Dallas Dallas �a Go MTA Flint CATA F li nt-Sag inaw-Bay City Lansing TA SMART Detroit JA Detroit "V-1 —�� VT — 00O© MBTA Bluebikes Boston Boston ®6 1011 O 40 t _ MTA Poat Authority NY & NJ \ ( New Vork Nw eFork Citi Bike Bikeshare Co� Hoboken/Jersey City Columbus Intlego Bikeshare TARO Lowsville Philadelphia Louisville PRTC VRE WMATA Capitcal Washington DC Washington DC Washington DC Bikeshare Washington DC e � O MARTA Atlanta PalmTran West Palm Beach e" (111 0_ 0 0 MDT City of Miami City of Miami Beach MDC Miami Miami Miami Miami OV 1 FROW/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 9 2 EXPERIENCE AND PAST PERFORMANCE ourFRoN T/ REFERENCES MI® DiADE Miami -Dade Transit Rosemary Cortes rosemary.cortes@miamidade.gov 786-469-5381 AMERICAN PUBLIC TRANSPORTATION ASSOCIATION Massachusetts Bay TTransportation Authority Massachusetts Bay Transportation Authority Lizzy Winters Ronaldson ewronaldson@mbta.com 617-222-4233 For the past decade, OUTFRONT has been a proud business member of APTA. Richard Ament and Damian Gutierrez participate as members of the Marketing and Communications Committee, Research and Technology Committee, Legislative Committee, and Business Development Committee. Richard Ament is also a member of the APTA Board of Directors. CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL metro I Washington Metropolitan Area Transit Authority Donna Murray dmurray@wmata.com 202-962-1188 MAY 2022 P.10 2 EXPERIENCE AND PAST PERFORMANCE OUTFRONT/ CAPABILITIES The following is an overview of the comprehensive services that OUTFRONT would provide to the City of Miami if awarded the Trolley Advertising Services contract. MEDIA SALES OUTFRONT Media is the premiere out -of -home (OOH) advertising firm in North America. At our core, we are a sales organization. Our national and local sales teams generated over $500 million in US transit advertising revenue in 2019, more by far than any other firm. With over 700 salespeople across the US under the leadership of our CEO, Jeremy Male, CRO, Clive Punter, and Regional VP, Liz Caprio, OUTFRONT's reach with advertisers, agencies, and brands seeking transit audiences is unmatched. The hybrid nature of our inventory profile is our strength —our extensive and geographically distributed large -format asset portfolio combined with over 460,000 transit displays generated over $1.464 billion in 2021 advertising revenue. The scale of our network's reach ensures that our sales team sees virtually every OOH campaign RFP and is deeply involved with all the major media planning agencies. OUTFRONT's unrivaled reach across transit and billboard media grants us a leadership role in the evolution of the OOH industry as it moves from selling locations, to selling audiences defined by data. Our successes in the digitization of transit media throughout the US is a critical contributor towards our ability to increase transit media value and enable CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES new audience -focused sales strategies. We are active participants in the industry task force to onboard new audience measurement standards with the Out -of -Home Advertising Association of America (OAAA) and have pioneered the development of a transit media DMP (Data Management Platform) with the launch of smartSCOUT in 2019. There is an unmistakable and beneficial network effect for our transit partners as we bring new audience data metrics to our media. The products and publishing strategies we have developed for the measurement of our assets are setting the standards for the medium across the industry. . Led by Pablo Cremaschi, General Manager and Mark Bonnani, South Region VP of Sales, our local sales teams based in Doral and Pompano are uniquely positioned to ensure success for the City of Miami. In 2021, this regional team generated over $86 million in revenue across our regional OOH media assets, approximately $34 million of which was `ship -in' national revenue from our other markets. Our teams in the greater Miami area are some of OUTFRONT's top performing local sales teams in the country, having delivered stellar year -over -year average growth representing a diverse array of media, including bus and rail inventory for Miami -Dade County, the Metromover, over 5000 transit shelters, and the City of Miami Beach trolleys. PROPRIETARY AND CONFIDENTIAL MAY 2022 P.11 2 EXPERIENCE AND PAST PERFORMANCE OUTFRONT/ POSTING AND MAINTENANCE OPERATIONS OUTFRONT Media currently maintains a large operations team in the Miami area, under the leadership of Steve Hillwig, Executive VP, Marcelo Touceda, South Region Operations Director and Alberto Vasallo, Operations Manager. With over 460,000 advertising displays under management across our US transit operations, no group is more experienced with the operational requirements of managing a transit media posting and maintenance contract similar to the needs of the City of Miami's advertising program. To ensure the success of a posting and maintenance program that meets OUTFRONT's exacting professional standards, we intend to continue our longstanding relationship with our production subcontractor Walter Haas Graphics, a local small business which has been family owned and operated since 1962, to service the City's trolleys if awarded this contract. We will ensure their personnel are trained to our exacting standards throughout the term of the new contract. No other team is as familiar with transit media operational requirements as this group, and we are confident in the continued success of our in-house team and vendor partners. The posting and maintenance standards we demand are critical for the success of our transit partners' advertising programs. OUTFRONT's reputation and the value of the media we represent are dependent on the unwavering day-to-day success of our crews in the field, and we have made significant investments in our people, tools and systems, and on -going training programs to ensure continued optimal and safe performance. No firm is better suited to deliver on the commitment of operational and safety excellence to the City of Miami than OUTFRONT. CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES TRANSIT DEVELOPMENT OUTFRONT Media's development approach is a collaborative effort between national transit leadership and the local market team. Under the leadership of Andy Sriubas, CCO, Richard Ament, Senior VP, Head of Transit, and P. Damian Gutierrez, VP, Transit, our transit development team will ensure dedicated focus to the onboarding and development of new revenue streams for the City of Miami. This team also works to support contract oversight and contractual maintenance issues. The development team at OUTFRONT is never content with the status quo. We relish the opportunity to consider new ideas and grow inventory and revenues for our transit agency partners and have a long history of success in this regard. We believe we are the best team to help the City develop and unlock significant incremental revenues across the system. PROPRIETARY AND CONFIDENTIAL MAY 2022 P.12 2 EXPERIENCE AND PAST PERFORMANCE MARKETING OUTFRONT Media recognizes the importance of robust marketing support in service of the sales of all the inventory we represent, and our plan for onboarding the City's inventory involves various aspects and capabilities of our internal marketing organization. Under the stewardship of Jodi Senese, CMO, Jason Kuperman, CPMO, and Chris Mallen, South Region Marketing Director, the OUTFRONT marketing team is responsible for generating sales marketing materials (including media kits and proposals), onboarding market inventory to our web properties and in -bound SEO programs, planning immersive market education events for our national sales teams and managing the representation of our transit partners' assets on social media and through public relations outreach. We strive to ensure that any representation of our transit partners and their inventory meets the highest reputational standards and communication protocol requirements as mandated by our TA partners' content guidelines and policies, as well as our stringent internal communications policy. The success of our sales team is wholly dependent on the expert support of our marketing team, and OUTFRONT has invested appropriately in this team to ensure overall success. GOVERNMENT AFFAIRS An important aspect of OUTFRONT Media's offering is provided by the efforts of our Government Affairs team, led by Ryan Brooks, Executive VP and Lani Ferro, VP. This team is tasked with advocating for federal and state legislation and programs that support funding and policy for public transportation, as well as local municipal efforts that help support initiatives such as ridership recruitment, transit -oriented development, and equitable ride share and mobility regulations. This team also coordinates closely with the American Public Transportation Association (APTA) and assists with calls to mobilize public awareness of any proposed Federal legislation that may impact our transit agency partners. OUTFRONT is a proud member of APTA, and firmly believes that support for public transportation initiatives not only serves as a mutual benefit to our business and the business of our transit agency partners, but we also believe that the future quality of life for urban populations depends on the continued support and success of public transportation. OV 1 FRON 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 13 2 EXPERIENCE AND CORPORATE RESPONSIBILITY PAST PERFORMANCE OUTFRONT is committed to the corporate values and business practices which support the growth and success of our employees and enhance the communities that we serve. We take our role as responsible corporate citizens seriously and have enacted numerous policies over the years to guide our approach to strive for the betterment of our employees and suppliers. The core value of out -of -home media is dependent on place and audience. We are proud to be recognized in 2021 as OUTFRONT's assets are, by design, typically the most visible aspects one of America's Most of a streetscape or transit environment. We recognize that we have an Responsible Companies outsized responsibility to lead by example, and we care deeply about by Newsweek the communities that we serve. Giving back through advocacy efforts, Magazine, the only employee community service programs, and media exchanges for our out -of -home media partners is an important aspect of the services we provide. company to receive such recognition. Because of the diversity of markets in which OUTFRONT operates across the U.S. and Canada, we empower local General Managers to See the Newsweek influence supplier decisions based on what is most appropriate and article here. culturally relevant for their respective markets and local communities. OUTFRONT is responsive to the regional diversity of our operations and we proactively engage with our community of vendors and suppliers to ensure the integrity of our operations and the ultimate success of our partnerships. We also hold suppliers accountable to the same high standards to which we hold ourselves with a comprehensive Supplier Compliance Policy. OUTFRONT expects suppliers to comply with all applicable laws and regulations in the places where they do business, including anti -corruption and anti -bribery laws, anti -harassment and anti- discrimination, fair trade, political contributions and payments, among others. Our full Supplier Compliance Policy is available here. In addition to promoting diversity in our workforce, we are committed to diversity in our supply chain. We continuously work to identify opportunities to increase our work with certified minority and women -owned businesses ("M/WBEs"). By including M/WBEs in our bids for advertising concession agreements and actively seeking to increase work done with existing M/WBE suppliers, from 2016-2019 we were able to grow our spend with diverse suppliers by 71 percent. Despite the overall slowdown in 2020 due COVID-19 pandemic, from 2016-2020 the increase was 45 percent, and the percentage of spending with diverse suppliers rose from 4.0% in 2016 to 4.8% in 2020. Our diverse supplier spending data for 2016 to 2020 is set forth below: 2016 2017 2018 2019 2020 MBE $7.4M $7.9M $9.9M $11.2M $6.7M WBE $2.6M $2.7M $4.1M $5.9M $7.4M TOTAL $10.OM $10.6M $14.OM $17.1M $14.5M CORPORATE SUSTAINABILITY PROGRAM For more information about OUTFRONT's Corporate Sustainability program, please review our full 2020 Environmental, Social, and Governance Approach here. OV 1 FRO 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 14 KEY PERSONN-EL aim ON,i SECTION :ice -GOO© "kl + NMAM MOW r 2012 tl; u ® i 3 KEY PERSONNEL OUTFRONT/ KEY PERSONNEL OUTFRONT's leadership team is closely involved in managing all aspects of contract performance between our firm and the transit and municipal partners that we serve. We are passionate about transit, highly experienced, and deeply motivated to ensure that our partners succeed, and our teams deliver above and beyond expectations. The team is led by our Chairman and Chief Executive Officer, Jeremy Male. Jeremy has a long history as a leader in the transit advertising industry in both North America and Europe, at our helm since 2013. He is the chief advocate for our transit business and takes personal care to support all our transit and municipal partners as the head of our organization. Our regional leadership will lead the performance of the contract with the City of Miami, and this team is tasked with organizing and mentoring our local offices in Doral and Pompano. Our South region is led by one of OUTFRONT's top performing Regional Vice Presidents, Liz Caprio, and day-to-day leadership of the Miami market is the responsibility of Pablo Cremaschi, General Manager. Transit and municipal contract management is overseen by OUTFRONT's Chief Commercial Officer, Andrew Sriubas. Richard Ament, Head of Transit, is tasked with management of our transit advertising business, and Damian Gutierrez, VP, Transit would serve as OUTFRONT's primary contract administrator. CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P.16 3 ,' KEY PERSONNEL OUTFRONT LEADERSHIP JEREMY MALE CHAIRMAN AND CHIEF EXECUTIVE OFFICER As CEO of OUTFRONT Media, Jeremy Male directs all aspects of the company's business in the U.S., Canada, and Latin America. Jeremy was named CEO of CBS Outdoor Americas in September 2013 and led the company's IPO in March 2014, its conversion to a REIT, and the brand transformation to become OUTFRONT Media. From 2000-2013, he was CEO, U.K., Northern Europe and Australia for JCDecaux, a board director with operational responsibilities for 11 countries, and was an original member of its IPO team. Prior to his tenure at JCDecaux, Jeremy served as CEO, Europe of TDI (later CBS Outdoor), from the division's inception through the time of its sale to Infinity Broadcasting (later CBS). He grew that company from its U.K. base to include six major European markets. Jeremy served as co-chair of OAAA (Outdoor Advertising Association of America)/TAB (Transit Authority Bureau) National Convention & Trade Show for 2015. ANDY SRIUBAS CHIEF COMMERCIAL OFFICER As the Chief Commercial Officer, Andy is responsible for the company's strategic direction. This includes oversight of the company's partnerships, product, digital operations, technology platform, client experience and corporate and business development. Prior to joining OUTFRONT, Andy served as the Chief of Strategy and Corporate Development for Sonifi Solutions, a leading provider of digital infrastructure to the hospitality and healthcare industries. He is a 23-year veteran of the investment banking industry, who's expertise was providing strategic advice to, and raising capital for, TMT (Technology, Media & Telecommunications) companies. The development of OUTFRONT's product platform will revolutionize the out - of -home industry. The platform will bring contemporary tools to location -based media; creating "Intelligent OOH". JODI SENESE CHIEF MARKETING OFFICER As the CIVIC, Jodi Senese oversees all aspects of marketing including research, advertising and creative services, and is integral in developing new business strategies for the company. Responsible for leading the rebrand of OUTFRONT Media, she launches new company initiatives including the insights community and an in-house creative boutique. Senese has over thirty years of experience in the out -of -home industry, formerly as Executive Vice President/Marketing at CBS Outdoor, Executive Vice President/Marketing at TDI and Vice President/Marketing at Gannett Outdoor. Senese began her career at New York Subways in 1981. She is very involved in industry leadership and serves on the executive committee of the TAB and served as Chairwoman of the OAAA Marketing Committee from 2009 till 2013, and is the 2013 recipient of the prestigious OAAA Marketing Award. Jodi is a 1981 graduate of Rutgers University. She currently lives in Katonah, NY with her husband, two children and dog, Bello. RYAN BROOKS EXECUTIVE VICE PRESIDENT, GOVERNMENT AFFAIRS As the head of the Company's Government Affairs department, RB is the chief strategist of the company's efforts with government officials, policy makers, and community leaders at the local, state, and national levels. RB and his team have been integral to the company's success developing assets, winning and retaining transit franchises, and advocating for legislation and regulations that advance and protect our business and market share. RB's hard work and experience touch every aspect of our business, and is a valuable strategic leader on behalf of the company. RB joined the company in 2003 andwas promoted. to SVP in 2010. He previously served as the Director of Administrative Services for the City and County of San Francisco under Mayor Willie L. Brown, where he was responsible for policy and planning for 14 city departments, various city programs, and over 300 employees. RB also has a long history of public service, including current roles with the Industry Trade Advisory Committee on Services and Financial Industries (for which he holds security clearance at the "Secret" level), the California Board of Pharmacy, the California New Motor Vehicle Board and the California International Relations Foundation. He was previously a member of the Little Hoover Commission, an independent state government oversight agency, and a member (and President) of the San Francisco Public Utilities Commission. OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P.17 3 KEY PERSONNEL CLIVE PUNTER EXECUTIVE VICE PRESIDENT, CHIEF REVENUE OFFICER Clive Punter is the executive vice president and chief revenue officer of OUTFRONT Media. He is based in New York and responsible for driving growth in Outfront Media's sales operations across the United States. Prior to joining Outfront Media, Clive lead the global marketing solutions business of Linkedln. Previously a CBS Outdoor veteran, Clive spent fifteen years at CBS Outdoor International (now Exterion) from 1995-2010, where he was named International CEO in 2007. Clive got his start in media with the Daily Mail (Associated Newspapers), where he worked for 9 years from 1986. Away from day to day business, Clive has a passion for sports - he is an avid skier, a bad golfer, and an enthusiastic gym goer. He's a native Brit who relishes family time with his wife of twenty years and two teenage sons. They all currently reside in the UK. OUTFRONT LEADERSHIP RICHARD SAUER EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL Rich Sauer has been Executive Vice President, General Counsel of OUTFRONT Media since December 2006. He is responsible for legal matters, including real estate, litigation, acquisitions, labor and employment as well as regulatory and government affairs. Rich started his legal career at Dewey Ballantine, and served as partner at Jones Day. He was most recently a partner at Duane Morris. He graduated from Brown University in 1979, from the University of Michigan Law School in 1982, and is a member of the New York bar. He currently resides in Manhattan, NY. NANCY TOSTANOSKI EXECUTIVE VICE PRESIDENT, CHIEF HUMAN RESOURCES OFFICER Nancy Tostanoski has served as OUTFRONT Media's Executive Vice President, Chief Human Resources Officer since February 2015, and oversees talent acquisition and management, compensation and benefits, recruitment, communications and administration. From May 2014 to February 2015, she served as Senior Vice President, Human Resources at OUTFRONT Media. Ms. Tostanoski served as Vice President, Global Compensation and Benefits at PVH Corp. (formerly known as The Warnaco Group, Inc.) from 2010 to 2013, where she was responsible for global compensation, benefits and performance management for the publicly -held branded apparel company. From 2007 to 2010, Ms. Tostanoski served as Vice President, Global Compensation, Benefits and Shared Services at Reader's Digest Association, Inc., where she was responsible for global compensation, benefits and U.S. shared services for the privately -held publishing and media company. Nancy currently resides in New York with her husband and has four children. LOWELL SIMPSON EXECUTIVE VICE PRESIDENT, CHIEF INFORMATION OFFICER As OUTFRONT's Executive Vice President, Chief Information Officer, Lowell Simpson is responsible for leading the company's digital transformation through the use of information technology, application development and engineering. Lowell joined OUTFRONT from MediaCom Worldwide where he held the position of Global Chief Information Officer. During his 10 year tenure at MediaCom, Lowell was responsible for the development, marketing, support and management of all internal and client -facing applications and trading platforms across all markets. A crucial part of his position included overseeing all relationships with technology and data vendors across the globe, ensuring that clients had up to date tools, data and platforms. Prior to that role, Lowell spent time at Discovery Communications and Price WaterhouseCoopers in various project management and technology positions. He graduated from University of Maryland with a B.A. in Economics and Sociology, and holds a Masters in Management Information Systems from Pace University. He currently resides in Wayne, NJ and has two children, Max and Jack ages 12 and 9. OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 18 I 3 KEY PERSONNEL STEVE HILLWIG EXECUTIVE VICE PRESIDENT, OPERATIONS With 32 years of experience in the Outdoor Advertising Business, Mr. Hillwig brings a unique set of skills and genuine enthusiasm to the outdoor advertising industry. Steve is extremely knowledgeable in all aspects of the business and brings a can -do focus to our business. Steve began his career as a carder on the Long Island Rail Road trains in 1983. In 1991, he became the New York Commuterland Construction Supervisor for Transportation Displays Incorporated ("TDI") and was promoted in 1994 to Operations Manager for New York Outdoor. In 2001, Steve was promoted to Vice President of National Operations of Viacom Outdoor (Now OUTFRONT Media). In 2007 Steve was hired as Senior Vice President of North American Operations at Titan Outdoor where he was charged to oversee Operations for the company including all labor relations, safety, OSHA compliance as well as the companies Print Production department. Then in July of 2014 Steve was hired as Senior Vice President of National Operations at OUTFRONT Media where he is charged to oversee operations for the company including labor relations, safety and OSHA compliance. OUTFRONT LEADERSHIP LIZ CAPRIO SENIOR VICE PRESIDENT, SOUTH REGION Liz is Senior Vice- President of the Florida Region and responsible for all sales and business operations in the Tampa, Orlando, Jacksonville and South Florida markets Liz joined the company in 2004 in Boston where she managed the then Viacom, META Transit franchise, followed by an 8- year stint as CBS Outdoor's Eastern Region Vice -President of Business Development. In 2013, Liz was enlisted to manage the Miami Dade County Transit Franchise, and in January of 2015, she became responsible for management of OUTFRONT media's South Florida market; across Miami- Dade, Broward, Palm Beach, Monroe and Martin counties. Prior to joining Viacom Outdoor, Liz was employed for 14 years by AK Media in Boston, where she was promoted from Public Affairs Director, to National Sales Manager to President and General Manager of AK Media's Massachusetts' Division. Liz is a graduate of Boston University, where she earned a Bachelor's of Science Degree in Journalism. Liz lives in Miami with her husband and she is a proud stepmother of three, and grandmother of three. She loves to cook, read and travel. RICH AMENT HEAD OF TRANSIT As Senior Vice President, Business Development, Mr. Ament oversees all aspects of the company's business relationships with our transit and municipal senior partners. Rich has been a member of the OUTFRONT team since 1983 and has led the company's efforts to introduce new digital media to transit in the markets we serve. His most significant accomplishments in this area include the introduction of Digital Urban Panels at more than 100 entrances to NYC Subway Stations in Manhattan as well as the conversion of four large format back- lit displays at Grand Central Terminal and the installation of a 26 node digital signage network at New York's Pennsylvania Station. Beginning in 2007 Mr. Ament managed all aspects of the company's Sign Storey and GameStop Digital Media Networks with digital displays installed at more than 5000 retail venues throughout the United States. Mr. Ament has also led the company's efforts to modernize the advertising infrastructure for Washington DC's Metro and the META in Boston. Educated at New York Institute of Technology and Queens College, Mr. Ament resides on. Long Island with his wife and teenage children. P. DAMIAN GUTIERREZ VICE PRESIDENT, TRANSIT, EAST Damian joined OUTFRONT Media in 2017 as Vice President, Transit. In his role, Damian is responsible for contract maintenance, account management, and new contract development for OUTFRONT's transit and municipal advertising business throughout the Eastern half of the US. Damian is also a proud member of the American Public Transportation Association (APTA). Previously, Damian led the transit product and software teams at Intersection as Senior Director, Transit Product Strategy since 2015. From 2012-15, Damian served as Associate Partner at a technology consulting firm (Control Group), where he led the company's internal product development for transit solutions, as well as overseeing consulting engagements for the firm's technology clients, including Qualcomm, Oracle, Intel, and Google. Damian's civic engagements include his election to public office as Councilman in his hometown of Amenia, NY in 2015, and his service on the Dutchess County Transit Advisory Committee. His bicycle, accordion, and 5-year old daughter keep him busy in his free time. OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P.19 x 3 ' KEY PERSONNEL PABLO CREMASCHI GENERAL MANAGER, SOUTH FLORIDA Pablo is General Manager of the South Florida market and manages all of our inventory from Key West through Miami, Ft. Lauderdale, and West Palm Beach all the way up to the treasure coast. Pablo joined the company in 2014 through CBS Outdoor's acquisition of Van Wagner. He is a pioneer of the Miami sign program serving as General Manager for Van Wagner and Fuel Outdoor where he developed many of Miami's most iconic OOH inventory including the City of Miami's shelter program and several murals and digital billboards on County and City property. Prior to that he served as CEO of Sarmiento Advertising group and spearheaded the Company's entry into the US from Argentina. Over the past two decades Pablo has developed deep relationships with major advertisers who count on him as the foremost expert in OOH within South Florida. OUTFRONT MIAMI TEAM MARCELO TOUCEDA SOUTH REGION OPERATIONS DIRECTOR Marcelo manages the company's operations in Florida. Prior to his position with Outfront Media, Mr. Touceda was the Operations Director at Van Wagner and his daily duties involved all aspects and details of running operations, supporting sales, growth, and Governmental affairs. Previously, Mr. Touceda has served as Operations Manager at Fuel Miami in Miami, FL. He also served as Operations Manager at SF Advertising and Sarmiento Advertising Group in Argentina. Mr. Touceda received his Master in Engineering Management from the Florida International University in Florida in 2007 and his Master in Mechanical Engineering from the Technological University of Argentina in 1997. Overall, Mr. Touceda has over eighteen years of experience in team management and outdoor advertising. LANI FERRO MPA, MBA, VP GOVERNMENT AFFAIRS, SOUTH REGION Lani Ferro serves as Vice President of Government Affairs for the South Region developing and managing state and local government relations. Mrs. Ferro advocates on behalf of OUTFRONT Media before state and local legislative and regulatory bodies; coordinates with trade and business associations within the region, and develops and maintains a grassroots network among OUTFRONT's Texas, Florida, Georgia, Louisiana, Kentucky and Tennessee markets. Prior to joining Outfront Media, Mrs. Ferro was Director of Governmental Affairs for Nicklaus Children's Health System. In that role, she was responsible for directing the coordination and implementation of strategies to promote the health system to local, state and national leaders, including elected and appointed officials. She also worked to build strategic partnerships and alliances with various business, professional and community associations throughout South Florida to promote health system growth and improve the overall health status of children. Mrs. Ferro has extensive experience in government, both in the private and public sector. She served as Legislative Assistant to State Representative Marcelo Llorente. Mrs. Ferro has a Master of Arts in Business Administration, a Master of Arts in Public Administration and a Bachelor of Arts in Political Science from Florida International University. She plays an active role in the Miami -Dade Community and serves on the board of the Greater Miami Chamber of Commerce. She resides in Miami with her husband, Alex, and son, AJ. CHRIS MALLEN SOUTH REGION MARKETING DIRECTOR Chris Mallen oversees Marketing for the South Region of OUTFRONT. Mr. Mallen is based out of the Miami office having served as the Marketing lead in Miami before being promoted to oversee the region. His daily duties can be bucketed into two segments: Brand Marketing and Performance Marketing. Within Brand Marketing the primary goal is to promote the OUTFRONT brand as a whole and building brand awareness to local and national businesses. On the Performance Marketing segment the primary goal is to support our sales teams with relevant content needed to aid in closing deals. Prior to working with OUTFRONT Mr. Mallen worked in Marketing for the NBA with the Philadelphia 76ers and Washington Wizards as well as NCAA Division 1 programs NC State and Illinois State. His experience working in marketing in both the consumer and 3213 segments along with his experience in purchasing media across all formats has provided the company and our clients with a strong consulting base as well as to establish the impact the greater product of out - of -home media can deliver. Chris also has a Masters Degree from Illinois State University. OV 1 FRON 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 20 3 /KEY PERSONNEL OUTFRONT MIAMI TEAM MARK BONANNI LIANA GUILARTE GUSTAVO DE QUESADA SOUTH REGION VP OF SALES TRANSIT SALES DIRECTOR SALES DIRECTOR - SOUTH FLORIDA Mark Bonanni is an achievement -oriented General Sales Director with extensive experience in business development, customer engagement, sales strategy, strategic marketing, and team development. He has a proven track record of 21 years driving sales to significantly increase annual revenue. He also has expertise in OOH and digital media and is focused on growing business at point -of -sale and delivering a strong return on investment. Mark also has a solid knowledge of market analysis, human resources, sales forecasting, and team building. Mark has been with Outfront Media for 4 years managing the $80M South Florida market and 21 Account Executives. He is responsible for developing and leading the combined local sales team to ensure that all local sales executives are strategically, cohesively and professionally presenting OUTFRONT media assets as the complete media solution to our clients and perspective clients. His role is to create an environment where every local sales opportunity is maximized by leveraging all transit/wall, billboard and digital assets as it benefits the client. Liana joined OUTFRONT in June 2021 as Director of Sales, Transit. Liana is responsible for leading strategy and sales growth across all transit media, trolleys, buses, metro rail, Brightline, and transit shelters to achieve targeted sales revenue goals. Liana directs a local sales team with the goal of new customer acquisition, development and client retention. Prior to joining OUTFRONT Liana had served as Publisher for Modern Luxury Publications leading and developing sales and advertising strategies for MIAMI Magazine, Interiors South Florida and Weddings since 2017. Managed sales, editorial and events team implementing numerous experiential events and community partnerships. Prior to joining Modern Luxury, Liana was the Director of Sales at The Miami Herald Media Company. Responsible for business development across all of South Florida, leading a team of 20+ account managers. Miami Herald and El Nuevo Herald Print, Digital and Experiential sales growth since 2013. Liana was previously with HCP Aboard directing local and international sales across a portfolio of in-flight publications and digital and hotel publications. Liana has been a speaker at media industry conferences and community events in South Florida. Liana has served on various fundraising committees such as The Miami Children's Museum Fundraiser, Nicklaus Children's Hospital and Chapman Partnerships and is active in several South Florida Chambers. In April 2022 she received the Hispanic Leadership award from the South Florida Hispanic Chamber of Commerce for Advertising and Public Relations. Liana holds a bachelor from Florida International University in Business Administrations and certificates from the Kellogg School of Executive Management. Liana and her husband reside in Coral Gables and are the proud parents of four adult children. Gustavo De Quesada is the Miami Transit Sales Director. As a native of Miami, Florida, he graduated from Christopher Columbus High School, and attended Bradley University while working for Michelsen Advertising, one of the top full service agencies in South Florida. After 2 years of focusing on brand development and event marketing for the agency, Gustavo was hired by CBS Outdoor on July 2014 as a local Account Executive for the Miami market. After years of experience in the Marketing and Advertising Industry, Gustavo has established himself as an expert in the Out - Of -Home, Mobile and Social Media Influencer Advertising formats. Having worked diligently to foster relationships with over hundreds of local and national clients Gustavo believes in the importance of developing a strong and collaborative relationship with clients. OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 21 3 KEY PERSONNEL MARK BONANNI SOUTH REGION VP OF SALES (MIAMI) OV I FROM / MIAMI TEAM - ORGANIZATION CHART LIZ CAPRIO SENIOR VICE PRESIDENT, SOUTH REGION LANNI FERRO I I CHRIS MALLEN I I PABLO CREMASCHI REGIONAL REGIONAL GOVERNMENT MARKETING GENERAL MANAGER AFFAIRS VP (MIAMI) DIRECTOR (MIAMI) SOUTH FLORIDA CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES MARCELO GEOFF TOUCEDA WATKINS SOUTH REGION REGIONAL HUMAN OPERATIONS RESOURCES VP DIRECTOR (MIAMI) (ATLANTA) PROPRIETARY AND CONFIDENTIAL JARROD GLICK SEVEN ADDITIONAL MARKET GENERAL REGIONAL MANAGERS CREATIVE DIRECTOR, (ORLANDO) MAY 2022 P.22 ��. '��� �"�"i'li 4 PROPOSED APPROACH DELIVERY PLAN No firm is better positioned to maximize revenue on behalf of the City of Miami than OUTFRONT. As the City's current vendor, our team has the training and experience selling the existing fleet. No other team manages and sells more transit inventory in the Miami DMA than our sales team, and no other firm generates more transit advertising revenue in North America than OUTFRONT. We have outlined our detailed delivery plans for both the sales and operations workstreams below, and we are confident that we can seamlessly operate this contract and maximize revenue on behalf of the City of Miami. OUTFRONT's coordinated approach and deep bench of team expertise have consistently delivered stellar operational results and revenue returns for our transit agency partners, and we stand ready to continue to do the same on behalf of the City of Miami. SALES PLAN Achieving maximum revenues is the fundamental goal of OUTFRONT. Our approach to the out -of -home advertising business is one that is informed by more than eight decades of experience managing municipal advertising revenue contracts for many of the world's largest and most complex cities and transportation organizations. OUTFRONT's approach to municipal out -of -home advertising is simple; provide our advertisers with a superior opportunity to reach their target audiences in the most efficient and effective manner, and perform in a manner that engenders our clients' confidence. It is this approach and philosophy on which we have built a superior reputation within the local, regional and national advertising community. Our industry- wide reputation for stellar performance and unsurpassed credibility is something we have worked hard to achieve and at OUTFRONT everything we do is intended to ensure that we maintain it. The trust our municipal, transit agency and advertising clients place in us is the cornerstone of our mission. The OUTFRONT philosophy described above has enabled us to consistently deliver superior results for our municipal partners. In 2019, OUTFRONT's transit media assets generated over half a billion dollars in advertising revenues, more by far than any other firm. OUTFRONT is at its heart a sales organization. Every member of the OUTFRONT team is in one way or the other involved in sales and collectively our goal is to maximize advertising revenues. Any good sales plan starts with a commitment and focus. At OUTFRONT, the company is organized into distinct divisions intended to ensure that the appropriate level of focus and commitment is directed toward specific product types. The OUTFRONT team is committed to transit out -of -home advertising in all of its forms and in order to ensure that such advertising receives the appropriate level of focus, the sales team compensation plans are designed in such a way that they reward achievement against goals set in these media forms. All our salespeople work strictly on a commission basis and each salesperson has an established goal he or she is expected to achieve. These sales goals are established annually and divided into quarterly budgets; once a salesperson achieves his or her goal, their sales commission rate increases, making it highly lucrative for a salesperson to exceed the established goal. In addition, each salesperson is evaluated OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 24 4 PROPOSED APPROACH on a quarterly basis and those who are not achieving their goals will typically be placed on a performance improvement plan intended to help them grow their business. Sales Managers are in much the same way SALES PLAN responsible for their sales team's performance and their compensation is also based on achieving pre -established goals with a bonus structure that rewards overperformance. Each OUTFRONT sales team is itself organized to achieve on a national, regional and local level. In the US, OUTFRONT has over 700 salespeople and more than two hundred of these sales executives are strictly dedicated to transit advertising. Most of these dedicated individuals have been selling municipal out -of -home media for many years. The senior sales executives are assigned to manage and develop the larger national advertisers, agencies and media buying services. Our national advertiser sales efforts are led by teams in our Chicago, New York, and Los Angeles sales offices, ensuring proximity to the largest agencies, media buyers, and brands. Each market also represents its own regional advertisers and local markets also have people assigned to local and hyper -local advertisers including small retailers, automobile dealers and restaurants within specific geographies. Location is everything when it comes to OOH media, and we practice what we preach. Our Miami -area offices are located in Doral and Pompano, which is key to our ability to showcase our transit media network throughout the market, attract local talent who are interested in commuting via public transit, and ensure that we can quickly and regularly connect with the local advertisers and the communities that we serve. The OUTFRONT sales effort forms the backbone of our business. Managing a sales business effectively and dynamically, however, requires a more complete and complex infrastructure which at OUTFRONT is fully operational. At its core, management of advertising devices is about effectively managing the inventory in such a way that results in OV 1 FRON 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL 7 r -1- P. 25 4 PROPOSED APPROACH the highest yield. Much like airlines manage seat availability along with dynamic ticket pricing, OUTFRONT's success with maximizing revenues is dependent on our ability to intelligently manage our inventory in SALES PLAN real-time. As a result of this understanding, OUTFRONT invested in the development and evolution of custom back -office software systems, put them into service over a decade ago. We continue to evolve both the Inventory Management Systems (IMS) and Contract Management Systems (CMS) to assist us with managing both static and digital inventory to achieve the highest possible yield. IMS allows our sales staff to see at a glance our available space for any given period and provides sales management with tools that can assist them in determining if rate changes are warranted based on the periodic level of demand. Such tools have proven invaluable to OUTFRONT's continuing efforts to sustain growth, maintain rates, and deftly adapt to changing market conditions. IMS and CMS also form an integral part of our internal controls effort. As a publicly traded company, OUTFRONT must comply with the enhanced reporting requirements of the Sarbanes Oxley Act (SOX). Sarbanes raises the bar for and the level of accountability that senior executives of publicly held companies have relative to their reporting. As a result, publicly traded companies including OUTFRONT have developed stringent internal controls intended to ensure compliance with all aspects of financial and revenue reporting. Through the introduction of the OUTFRONT Contract Management System and Inventory Management System we have created integrations that prevent the issuance of work orders and therefore posting where no contract exists, eliminating double posting and the possibility of selling the same inventory twice. These same inventory management systems feed our billing and revenue reporting systems, helping to ensure the integrity of the reports we issue both to the public and to the transit agencies we serve. OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 26 4 PROPOSED APPROACH SALES PLAN Miami Trolley Campaign Maps In addition, IMS allows us to identify every individual static asset we sell and provides us with a history of its posting enabling us to provide our advertising clients with accurate accountings of their posting literally by frame number. It is this detail of reporting and its accuracy that has enhanced our reputation as a transparent organization. These same detailed reports are available to our charting and operations staff allowing them to identify all dated copy and to arrange for its timely replacement. Finally, OUTFRONT is pioneering new standards of advertising measurement powered by real -world data and outcomes. We have set the bar with national advertisers when it comes to detailed planning and reporting tools to help advertisers understand the effectiveness of buying the media that we represent. We coordinate closely with Geopath During the current contract term, OUTFRONT has worked closely with the StreetMetrics team to onboard the City of Miami's trolley fleet onto their platform, allowing us to provide real world and real-time reporting on advertising campaign performance to our advertisers, increasing the value of the City's trolley media assets. We have included an example of a full Miami Trolley performance report for one of our advertising clients at the end of this section. Veza Sur Wynwood Creations to ensure all transit agency assets are comprehensively on -boarded and maintained - if a bus shelter is relocated, or a bus route altered, we work closely with our TA partners and Geopath to ensure their data set is up to date. While Geopath data is mostly probabilistic and based on annual averages, we also work closely with StreetMetrics to be able to provide more detailed, deterministic reporting to our advertising clients. By accessing the real-time location of our TA partners' rolling assets (typically via a publicly available API), our partnership with StreetMetrics enables us to provide our advertisers with a detailed report that shows the real -world location history of their static bus king campaign, as an example. eMerge Americas P. 27 While the services offered by Geopath and StreetMetrics �! 4 'PROPOSED APPROACH f f are readily available to others in the OOH industry, a unique differentiator of OUTFRONT's offering to our advertising clients SALES PLAN is the data -driven audience insights offered by our in-house DMID, SmartSCOUT. SmartSCOUT is a tool made available to both our _ �Lii �THE 8E S1 W4Y sales staff as well as key agency clients that allows an advertiser M M ho�ouA m+=4�r� to plan a campaign that targets particular audience segments by selecting a subset of transit advertising assets in a given market. Unique to OUTFRONT, SmartSCOUT provides new insights and specificity that our advertisers have come to rely upon, and as such the transit assets that we represent are frequently in first demand with advertisers and planners seeking real -world outcomes. StreetMetrics OUTFRONT� sma rival i T s ssiors for the ns of digital shelters in LA, historical impressions for the collection of shelters SmartSCOUT� (2022, 2021 and 2020) and some audience data (interests). @ ® o _ r n OUrFRON1 / CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES P. 28 4/PROPOSED APPROACH MAINTENANCE PLAN OUTFRONT maintains the highest standards for quality and maintenance in the out -of -home advertising industry. Because of our long history of managing transit advertising programs for a vast array of transit authorities around the world, OUTFRONT has worked on a continuous basis with members of the printing industry, and various vinyl and adhesive manufacturers, to refine the quality and reliability of transit graphics. As a result of this diligent effort to upgrade printing methods and materials used for these displays, our production specifications and safe job procedures have become the gold standard in the industry. The credibility and good reputation we have amongst our client advertisers and agencies is testament to our ability to `service what we sell.' No company maintains and services more transit advertising displays than OUTFRONT. With more than eighty years in the business, and over 460,000 transit advertising displays under management today, we have gained vast experience and insight into what it takes to maintain our inventory properly. This experience helped us to establish an operations environment where efficiency and effectiveness go hand in hand. It is this deep familiarity and extensive level of practical experience that guides us as we look forward to continuing to manage the day-to-day operational efforts associated with the City of Miami's transit advertising franchise. All operational efforts for this contract will be managed from our existing local operations facility at 8530 NW 23rd St in Doral, FL. Our posting and installation subcontractor, Walter Haas Graphics, is a family -owned small business located at 123 W 23rd St in Hialeah, FL. It is here that all advertising copy will be received, prepared for distribution, and where we will manage the static posting and maintenance effort for the City of Miami trolley contract. The management team consists of Steve Hillwig, OUTFRONT's Executive Vice President, National Operations, Regional Operations Director Marcelo Touceda, and Alberto Vasallo, Operations Manager. Our operational record of continuity guarantees that no one can service the City of Miami's trolley assets better than OUTFRONT. No one is better prepared to handle the enormous job of posting and maintaining the advertising for this unique fleet than we, and we will work closely with City staff and our subcontractor to maintain an achievable posting schedule and seamless operational relationship. Installing MailChimp campaign Click to watch youtube.com/watch1v-ZJt9lVlXaiU OV 1 FRON 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 29 4 PROPOSED APPROACH MAINTENANCE PLAN It is critical for every employee to understand what the company's obligations are to its clients and to the City of Miami, and his or her contribution towards OUTFRONT's quality control efforts. To achieve this, we instituted the practice of periodic small group meetings between supervisors and our subcontractor teams on location during which employees are encouraged to ask questions and make suggestions to improve workflow. Periodic random inspections of recently serviced work locations identify good work as well as potential issues. If problems are identified, the employee responsible for the work must meet with his or her supervisor on location no later than the next work shift. OUTFRONT pioneered the use of digital hand-held devices for work order processing which completely automates the operations process and provides for the immediate digital delivery of operations work orders, allowing us to manage real-time work order completion and proof of performance reporting data, including photographs. Workforce automation also provides the tools necessary to effectively and efficiently manage our maintenance efforts relative to the various elements of transit media. This involves recording and tracking all aspects of our maintenance routines including regularly scheduled cleaning, painting, graffiti removal, breakage, and any other repair and maintenance tasks. The Workforce Automation system is an integral part of OUTFRONT's state-of-the-art contract and inventory management process. Together these systems help to ensure complete compliance with our stringent internal control requirements and help support the high level of operational excellence and credibility which we demand. OUTFRONT media has been providing transit advertising service and maintenance to many of the county's largest and most complex transportation organizations for over eighty years. Throughout that time, OUTFRONT has led the industry in innovation and learned valuable lessons from our rich experiences. As a result, OUTFRONT's approach to transit advertising operations has become the standard by which others in our industry judge their own performance. OV 1 FRO 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 30 4 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 31 CAMPAIGN SUMM EMERGE AMERICAS MARKET Miami MEDIA FORM TROLLEY DATES 3/21 — 4/17/2022 r COVERAGE General Market TROLLEY QUANTITY 2 ©2021 OLTFRONT Media Inc. Qyr FRONT 1 4 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT OV 1 FRON 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL P. 33 4 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT CAMPAIGN COVERAGE Period Impressions OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 34 4 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT kills I -13 .. 1e-24 ..- 39-44 Percent 45-14 55-64 - O 2 4 fi 8 1Q ]2 U 16 iS 2O 22 24 E Pc . 91" .11k 9adielot H i�er lSegee - HahY 0 N High s .l - SameCallege/2 Year - 0 2 4 6 8 1H 12 14 ifi SS 20 22 24 2b .frican Ammca Asian ' Hilpllwl - Olhetn Mib d I LVM1ite OV 1 FROW/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL - _ P. 35 4 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT ,k\lls]1m►"INmvi Fiargaln H. - Business r-,e casua; Celekhses: Coffee t Col-ilege Sty.: Dot-yours='e EVedFasnlarip: : FastFcr-e FitnessMind .More Coma Lookin fprL Lu>Nry� e - Malceup MoviEgar Movielll✓Streamer Mu icy���aner Qnppef OrganicSht r Out r Parent - Pet 0 Sports Jun e� d Weruen€ OV 1 FROW/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL - _ P. 36 Ff P ' � r FIN# N L INFORMATI q IIFY SECTION 31812-2083 ti OUTFRONT/ 5 FINANCIAL INFORMATION FINANCIAL STRENGTH OUTFRONT maintains an $8.05 billion enterprise value with over $100 million in cash flow and low debt leverage. OUTFRONT possesses all the financial resources necessary to fully support all aspects of its commitments to the City of Miami for this concession, including the operational costs described herein. OUTFRONT's robust balance sheet and positive cash flows are driven $8.056 by its more than 2,200 employees, who are focused on delivering the best media solutions to out -of -home advertisers nationwide. With over Enterprise Value 80 years of experience, OUTFRONT takes its record of successfully delivering on its promises very seriously. Throughout our history, we have never defaulted on, or failed to meet the commitments that we have made to a government or municipal partner. No other company can claim to have comparable reach or influence in OOH. OUTFRONT is the right choice for the City of Miami. 460K+ 00013K+ 0 10K+ Transit Advertising Digital Transit Buses Displays Advertising Displays OV 1 FR0NT0 CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES $loom Cash Flow 8K+ Bus Shelters PROPRIETARY AND CONFIDENTIAL 29200 Employees 15K+ Rail Cars n,; P.38 5 FINANCIAL INFORMATION FINANCIAL STATEMENTS A copy of the company's audited annual financial statements from 2014 through 2021 is available here: https://investor.outfrontmedia.com/financials/default.aspx Latest Results as �aai Re:�i�: aewnmed. ............. _..... FINANCIAL SUMMARY $1.606 B $1.514 B $1.521 B 2016 2017 2018 $1.782 B $1.236 B $1.464 B 2019 2020 2021 OV 1 FRON 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY Z022 P. 39 5 FINANCIAL INFORMATION ourFRONT/ FINANCIAL OFFER OUTFRONT is pleased to submit the following revenue share proposal and financial offer to the City of Miami for its Trolley Advertising Services contract. OUTFRONT proposes to share 60% of monthly net revenue with the City of Miami, and projects that total payments to the City over the full 5-year term of the contract will exceed $4.25M. Additionally, if awarded the contract, we will make a revenue share prepayment of $500,000 to the City upon signing. CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P.40 5 FINANCIAL INFORMATION FINANCIAL OFFER OUTFRONT's offer of 60% share of monthly net revenue represents a significant increase from the City's share of revenue during the prior contract term. This offer is also competitive with other transit media contracts in the greater Miami area, as well as similar transit advertising contracts in proximately ranked DMAs such as Denver (DMA rank #16), Portland (DMA rank #21), and Detroit (DMA rank #15). We are confident that the labor- and cost -intensive nature of the media production and maintenance for this type of transit advertising program can be sustainably accommodated by the remaining 40% share of revenue and executed at the same best -in -class level of effort as OUTFRONT has demonstrated to the City of Miami over the prior contract term. Given OUTFRONT's prior investments in marketing materials and data platform integrations for the Miami Trolley assets during the current contract term, we are confident that we can generate more revenue on the City's assets than any other firm, and we can realize that revenue earlier in the new contract term. Any other firm would be obligated to YEAR 1 YEAR 2 take the time to make those same investments from scratch, or potentially never make the same efforts as we have done on the City's behalf and would at minimum experience a lull in early contract term revenues as they onboarded this new contract. Our team's focus and care in building up the revenue potential of the Miami Trolley program over the past years allows us to be confident of the bullish revenue projections that have informed our proposal. We respectfully request that the City carefully consider the true value of offers received and be wary of potentially inflated offers which may ultimately result in lower net value to the City. In other words, a 90% share of $1M is less than a 50% of $2M. The City must attempt to best discern a respondent's ability to maximize revenue for the program alongside the proposed revenue share. As such, we have included our projections for program revenues over the full term of the new contract here. YEAR 3 YEAR 4 Total Projected $1,312,908 $1,378,509 $1,447,440 $1,519,812 Revenue 60% Share to the $787,745 City of Miami OV 1 FROM 1/ CITY OF MIAMI RFP #1208386 1 TROLLEY ADVERTISING SERVICES $827,105 $868,464 $911,887 PROPRIETARY AND CONFIDENTIAL YEAR 5 $1,595,736 $957,442 P.41 D.-Sig. Envelope In 36013062-88584945-6A60-123A37964D78 "ily of Miami Solicitation 1208386 ATTACHMENT C REVENUE PROPOSAL FORM The Proposers net revenue schedule shall be submitted on this form, Attachment C, Revenue Proposal Form, and in the manner stated herein. PROPOSED PERCENTAGE OF MONTHLY NET REVENUES The Proposer shall propose a per month Percentage of Net Revenue for each year of the contract to include the two (2) additional one (1) year options to renew (`OTR"). The monthly percentage will stay firm throughout the stated contract year. The Successful Proposer shall pay the City the final negotiated percentage of monthly gross revenue from the date of the Notice to Proceed and through the termination date of the Agreement. Payments shall be made no later than the 15°i of the following month. Payments shall be made via electronic payment (ACH). Late payments may incur a 15% late fee. Failure to submit revenue proposal form as required shall disqualify Proposer from consideration. 4/13/2022 2.29 PM p. 144 Services Service and Year Percentase of Monthly Net Revenues Contract Year 1 -Trolley Advertisement Services 60/o v O v m V D A z z n O z T_ 0 m z r zT nz OD ;Uz 3n iD _r O z v O v m D A D Z n O z T_ 0 M z r D.-Sig. Envelope ID'. 36013062-88584945-6AB0-123A37964D78 "ily of Miami Certification Statement Solicitation 1208386 Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part ofthis submission. Prices should be firm for aminimum of ISO days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party net any of its principal owners or personnel have been convicted of any of the violations or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: PROPOSERNAME: Outllont Media Group LLC 8530 N W 23rd Street, Doral, FL 33122 ADDRESS: 305-477-2496 305-597-8652 richard.amentCu�outfront.com 516-287-0848 CELL(Optiona]): SIGNED BY: TITLE: Senior Vice President, Business DeV2lnFtne nt05/04/2022 1 3:15:48 PM PDT FAILURE TO CONIPLETE, SIGN, AND RETURN THIS FORbI SHALL DISQUALIFY THIS RESPONSE. 4/13/2022 2.29 PM W. Em nZ OD ;0Z 3n iD _r O Z V A W v O m D z z 0 n O z T_ M z z r D—Sign Envelope ID'. 36013062-88584945-6A60-123A37964D78 "ily of Miami Solicitation 1208386 Certifications Legal Name of Firm: Outfront Media Group LLC Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Limited Liabiiitv Comoanv Year Established: 1938 Office Location: City of Miami, Miami -Dade County, or Other Miami -Dade County (Dora], FL) Business Tax Number/Occupational License Number. 7173882 Business License Issuing Agency/Occupational License Issuing Agency: Miami -Dade County Business License Expiration Date/Occupational License Expiration Date: 9/30/2022 Federal Employee Identification Number (FEIN): FEIN: 13-2660769 Will Subcontractor(s) be used? (Yes or No) Yes - Walter Haas Graphics Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 1/1/20). If no addendum/addenda was/were issued, please insert N/A. Addendum No. 1, 4/8/22, Addendum No. 2, 4/13/22 If Proposer has a Local Office, as defined under Chapter 18/Article III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its RFP response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the BidSync Procurement Solutions Platform ('BidSync" ), under the Attachments Section of this solicitation.) Not applicable. The Proposer has reviewed the attached Sample Revocable License Agreement ("Agreement'). Does Proposer acknowledge that the attached Agreement is an example of the standard Agreement used in conjunction with the provisions of these services? Yes. 4/13/2022 2.29 PM Me Em rz OD ;Uz 3n iD _r O z V A A v O v m V D A { D z 0 n O z T 0 z z r D—Sign Envelope ID'. 36013062-88584945-BA60-123A37964D78 "ily of Miami S.Viilalion 1208386 ANNIE PEREZ, CPPO ARTHUR NORIEGA V Pmcurement Director City Manager ADDENDUM NO. 1 RFP 1208386 April 8, 2022 Request for Proposals ("RFP"), Trolley Advertising Services TO: ALL PROSPECTIVE PROPOSERS The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein, reflect same on the documents you have on hand. A. The closing date for RFP 1208386 has been changed to May 9, 2022 at 4:00 PM. B. Section 2.22, Counterparts; Electronic Signatures has been added to RFP 1208386. This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. C. The following is the City's response to questions received from prospective Bidders: Ql. Can proposals be submitted via e-mail? Al. No, proposals cannot be submitted via e-mail. Please see Section 2.3, Submission Requirements for instructions on how to submit the proposal. Q2. Where are the trolleys stationed and will we be able to tour the facility with our installel?A2. The trolleys are stationed at Limousines of South Florida garage per the City's Trolley Operations contract requirements. The address is: 3737 NW 43rtl Street, Miami, FL, 33142. Each proposer may tour the facility. Appointments can be made by contacting Victoria Pino at vpino@transportationamerica.com. Q3. Please provide the Gross Revenue for Advertising Sales and the amount paid to the City for trolley advertising sales for years 2019, 2020, 2021, and year to date 2022. A3. Please see Exhibit A, Total Payments to City. 4/13/2022 2.29 PM D.-Sig. Envelope ID'. 36013062-88584945-BA60-123A37964D78 "ily of Miami solicitation 1208386 Q4. Can the RFP closing date be extended 30 days to allow for a more detailed proposal? A4. See Item A above. Q5. Can proposers utilize DocuSign/electronic signatures for all proposal documents as opposed to a physical signature on a scanned form. A5. Yes, DocuSign/electronic signatures may be used. Please see Item B above. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO Director/Chief Procurement Officer City of Miami, Department of Procurement AP:tg c. Juvenal Santana, P.E., Director, Public Works. Yadissa A. Calderon, CPPB, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the proposal. NAME OF FIRM: Outfront Media Group L0 510412OZ2 1 3:15:48 Phi PDT LC DATE: SIGNATURE: C� — 2 4/13/2022 2.29 PM Em rZ OD ;0Z 3n iD _r O Z D—Sign Envelope ID'. 36013062-88584945-BA60-123A37964D78 "ily of Miami Solicitation 1208386 ANNIE PEREZ, CPPO ARTHUR NORIEGA V Pmcurement Director City Manager L ADDENDUM NO. 2 RFP 1208386 April 13, 2022 Request for Proposals ("RFP"), Trolley Advertising Services TO: ALL PROSPECTIVE PROPOSERS The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein, reflect same on the documents you have on hand. A. The following is the City's response to questions received from prospective Bidders: Q7. Can companies outside of the United States submit proposals for this solicitation? Al. Other than those countries that the United States Government has banned, countries outside of the United States may submit proposals for this RFP. Q2. Do companies need to travel to the City for meetings or can they be held virtually? A2. The awarded Proposer may need to attend in person meetings during the course of the contract. It is necessary that a representative be available to attend on the awarded Proposers behalf. Q3. Can tasks related to the RFP be performed outside of the United States? A3. Tasks related to the submission of a proposal for this RFP may be performed outside of the United States. Q4. Does the City currently work with any other third -party advertising concessionaires to sell any Trolley advertising? Can the City provide a copy of the current contract or any former contracts it had with advertising concessionaires for the Trolley advertising program? A4. See attached, Exhibit B — Contract No. 272271, Request for Proposals for Advertisement Programs. Q5. Can the City provide the list of subcontractors that the current operator utilizes to manage this program?? AS. The subcontractor used by the current contract holder is Walter Haas Graphics. 1 4/13/2022 2.29 PM P. 3 EM rZ OD ;13Z 3n iD _r O Z V A V D.-Sign Envelope ID'. 36013062-88584945-BA60-123A37964D78 "ily of Miami Solicitation 1208386 Q6. Please provide the last 3 years of monthly reports, beginning January 1, 2019, from the current operator as required in the contract. These monthly reports would include gross/net billings and inventory occupancy by vehicle. A6. This information is not available. This information was not required in the current contract. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO Director of ProcurementlChief Procurement Officer City of Miami Procurement Department AP:tg c. Juvenal Santana, P.E., Director, Public Works. Yadissa A. Calderon, CPPB, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Bidder and submitted as proof of receipt with the submission of the Bid. NAME OF FIRM: Outfront Media Group LLC DATE: 05/04/2022 1 3:15:48 PM PDT SIGNATURE: owaae,: 4/13/2022 2.29 PM Em rZ OD ;0Z 3n iD _r O Z V A m OUTFRONT .Vl04 11 City of Miami � Request for Proposals (RFP) 0 R RFP Number: Title: Issue Date/Time: RFP Closing Date/Time: Pre-Bid/Pre-Proposal Conference: Pre-Bid/Pre-Proposal Date/Time: Pre-Bid/Pre-Proposal Location: Deadline for Request for Clarification: Contracting Officer: Contracting Officer E-Mail Address: Procurement Department Miami Riverside Center 444 SW 2ndAvenue, 6th Floor Miami, Florida 33130 Web Site Address: www.miamigov.com/procurement 1208386 Request for Proposals for Trolley Advertising Services March 21, 2022 April 18, 2022 at 3:00 PM Voluntary March 28, 2022 at 10:00 AM Virutal April 8, 2022 at 2:00 PM Gray, Tahlia t2ray(amiami2ov.com Contracting Officer Facsimile: 305-400-5019 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: PROPOSER NAME: ADDRESS: PHONE: FAX: EMAIL: SIGNED BY: TITLE: CELL(Optional): DATE: FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS RESPONSE. Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami -Dade County, or Other Business Tax Number/Occupational License Number: Business License Issuing Agency/Occupational License Issuing Agency: Business License Expiration Date/Occupational License Expiration Date: Federal Employee Identification Number (FEIN): Will Subcontractor(s) be used? (Yes or No) Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 1/1/20). If no addendum/addenda was/were issued, please insert N/A. If Proposer has a Local Office, as defined under Chapter 18/Article III, Section 18-73 of the City Code, has Proposer filled out, notarized, and included with its RFP response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the BidSync Procurement Solutions Platform ("BidSync"), under the Attachments Section of this solicitation.) The Proposer has reviewed the attached Sample Revocable License Agreement ("Agreement"). Does Proposer acknowledge that the attached Agreement is an example of the standard Agreement used in conjunction with the provisions of these services? IMPORTANT NOTICE TO PROPOSERS: • FAILURE TO COMPLETE, SIGN AND UPLOAD THE CERTIFICATION STATEMENT AND CERTIFICATIONS SECTION WILL RENDER YOUR BID NON -RESPONSIVE. • FAILURE TO COMPLETE AND UPLOAD ATTACHMENT C, REVENUE PROPSAL WILL RENDER YOUR PROPSAL NON -RESPONSIVE • ATTACHMENT FILES SHALL BE NO MORE THAN 250MB IN SIZE EACH, SHOULD THERE BE A NEED FOR A LARGER SIZE FILE TO BE UPLOADED SPLIT IN MULTIPLE FILES • CONTACT BIDSYNC VENDOR SUPPORT TOLL -FREE NUMBER 800-990-9339, OR EMAIL SUPPORT(c�r�,BIDSYNC.COM, FOR BIDSYNC TECHNICAL DIFFICULTIES AND PROBLEMS. Terms and Conditions 1.General Conditions GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1 ACCEPTANCE OF GOODS, EQUIPMENT OR SERVICES - Any good(s), equipment or services delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. In terms of this Solicitation the use of the word "services" includes without limitation professional and personal services as that term professional and personal services is defined by the City of Miami Procurement Ordinance and as set forth in the Definitions Section 18-73 of the City Code. 1.2 ACCEPTANCE OF OFFER - Subject to prior occurrence of all condition's precedent set forth in Section 1.88, The signed or electronic submission of your solicitation response shall be considered an offer on the part of the Proposer; such offer shall be deemed accepted upon the occurrence of all conditions precedent and issuance by the City of a purchase order or notice to proceed, as applicable. In summation, execution of a Professional Services Agreement and/or Agreement, approval by a referendum as stated in this RFP, and issuance by the City of a purchase order, and/or notice to proceed, as applicable. 1.3 ACCEPTANCE/REJECTION - The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Procurement shall notify all affected Proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any Proposer: 1) Who has previously failed to properly perform under the terms and conditions of a Professional Services Agreement ("PSA") and/or Agreement, 2) Who failed to deliver on time, contracts of a similar nature, 3) Who is not in a position to perform the requirements defined in this formal solicitation, 4) Who has been debarred, 5) Who is on the convicted vendors list, 6) Who is indebted to the City, or 7) Who is otherwise determined to be non- responsive or non -responsible. The City further reserves the right to waive any irregularities, minor informalities, or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4 ADDENDA - It is the Proposer's responsibility to ensure receipt of all Addenda. Addenda are available on the BidSync Procurement Solutions Platform (`BidSync") only. 1.5 ALTERNATE RESPONSES WILL NOT BE CONSIDERED. 1.6 ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all its rights, title or interest herein, without the City of Miami's prior written consent. 1.7 ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, each party shall bear their own attorney's fees through and including appellate litigation and any post - judgment proceedings. 1.8 AUDIT RIGHTS AND RECORDS RETENTION - The Successful Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Proposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are closed. Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract by the City. The audit and inspection provisions set forth in Sections 18-100 to 18-102, City Code, are deemed as being incorporated by reference herein as set forth in full. 1.9 AVAILABILITY OF CONTRACT STATE-WIDE - Any governmental, not -for -profit, or quasi - governmental entity in the State of Florida, may avail itself of this Contract and purchase any, and all goods/services, specified herein from the Successful Proposer at the Contract price(s) established herein, when permissible by Federal, State, and local laws, rules, and regulations. Additionally, any governmental entity outside of the State of Florida but, within the Continental United States of America, may avail itself to this Contract and purchase any and all goods/services, specified herein from the Successful Proposer at the Contract price(s) established herein, when permissible by Federal, State, and local laws, rules, and regulations. Each governmental, not -for -profit or quasi -governmental entity which uses this Formal Solicitation and resulting Contract will establish its own Contract, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the Successful Proposer. 1.10 AWARD OF CONTRACT: A. The PSA and/or Agreement, the Formal Solicitation, the Proposer's response, any addenda issued, and the blanket purchase order shall constitute the entire contract, unless modified in accordance with any ensuing amendment or addenda. B. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where Proposer is in default of these contractual requirements, the City, through action taken by the Department of Procurement, will void its acceptance of the Proposer's Response and may accept the Response from the next lowest responsive, responsible Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Proposer and its proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Proposer's default. C. The term of the contract shall be specified in one of three documents which shall be issued to the Successful Proposer. These documents may either be a blanket purchase order, notice of award and/or contract award sheet. D. The City reserves the right to automatically extend this contract for up to one hundred eighty (180) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while a new contract is being solicited, evaluated, and awarded. If the right is exercised, the City shall notify the Proposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred eighty (180) day extension may occur, if, the City and the Successful Proposer are in mutual agreement of such extensions. E. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warranty periods. F. An PSA and/or Agreement shall be awarded to the Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an PSA and/or Agreement with the Proposer, whichever is determined to be in the City's best interests. Such PSA and/or Agreement which will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. All conditions precedent identified in Section 1.88 before any Agreement is binding. 1.11 BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount bid is required from all Proposers, if so indicated under the Special Conditions. This check or bond guarantees that the Proposer will accept the order or contract/agreement, as proposed, if it is awarded to the Proposer. Proposer shall forfeit proposal deposit to the City should the City award the contract/agreement to the Proposer and if Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Proposal deposits are returned to unsuccessful Proposers within ten (10) days after the award and Successful Proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all deposits will be returned on demand. 1.12 RESPONSE FORM - All forms should be completed, signed and submitted accordingly. 1.13 BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute a PSA and/or Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be negotiated with the next highest ranked responsive and responsible Proposal most advantageous to the City or all responses may be rejected. 1.14 BRAND NAMES - If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or Proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15 CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of proposal cancellation, the Director of Procurement shall notify all prospective Proposers and make available a written explanation for the cancellation. 1.16 CAPITAL EXPENDITURES - Proposer understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the Contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any Contractor. If Contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17 CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable for, or responsible to, the Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18 COLLUSION - Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Procurement Department or initiating department. The Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred, and the City reserves the right to reject any and all responses where collusion may have occurred. 1.19 COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, competitive solicitations etc., et. al., as applicable. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. L City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. M. City Financial Policies, City Code Chapter 18, Article IX. N. City of Miami Charter Sections 3(f) (iii) and 29-13. O. City of Miami Sale or Lease of Real Property, City Code Chapter 18, Article V. P. City of Miami Living Wage Ordinance, Chapter 18, Article X, City Code. Q. Alcoholic beverage, food and beverage laws, approvals and permits as required by state and local laws. R. Miami -Dade County Shoreline Review Ordinance Chapter 33D, Article III, Miami -Dade County Code. Lack of knowledge or notice by the Proposer will in no way be a cause for relief from responsibility. Non- compliance with all local, state, and federal directives, orders, regulations, and laws may be considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20 CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, or RFLI after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, or RFLIs between potential vendors, service providers, Proposers, lobbyists or consultants (among others) and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications, oral communications with the City's Procurement staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document. The provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, or RFLI documents; or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, or RFLI, by City Procurement staff. Proposers must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk (clerks@miamigov.com), which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any Proposer shall render any award voidable. A violation by a particular Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Miami -Dade County Ethics Commission. Proposers should reference Section 18-74 of the City of Miami Code for further clarification. This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21 CONFIDENTIALITY - As a political subdivision and Florida municipality, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22 CONFLICT OF INTEREST - Proposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee (or former employee of the City who left City service within the past two (2) years) who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the Proposer's firm. A. Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within their trust, or perform their duties, to secure a special privilege, benefit, or exemption for itself, or others. Proposer may not disclose or use information not available to members of the general public and gained by reason of their position, except for information relating exclusively to governmental practices, for their personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Proposer who is a person (every officer, official and employee of the city, including every member of any board, commission or agency of the city) as defined in Section 2-611 of the City Code, hereby acknowledges that it has not contracted or transacted any business with the City or any person or agency acting for the City and has not appeared in representation of any third party before any board, commission or agency of the City within the past two years. Proposer further warrants that they are not related, specifically the spouse, son, daughter, parent, brother or sister, to: (1) any member of the commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Proposer to immediate termination of any Professional Services Agreement with the City, imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. 1.23 COPYRIGHT OR PATENT RIGHTS - Proposers warrant that there has been no violation of any intellectual property, copyright or patent rights in manufacturing, producing, or selling the goods or equipment shipped or ordered and/or services provided as a result of this formal solicitation, and Proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24 COST INCURRED BY PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be borne by the Proposer(s). 1.25 DEBARMENT AND SUSPENSIONS (See 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (ii) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (iii) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (iv) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of non -responsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (v) Debarment or suspension of the Contractual Parry by any federal, state, local, or other governmental (public) agency or entity. (vi) False certification pursuant to paragraph (c) below. (vii) Found in violation of a zoning ordinance for which the violation remains noncompliant. (vin) Found in violation any city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (ix) Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(v). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said parry's right to seek judicial relief. 1.26 DEBARRED/SUSPENDED VENDORS - An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not: 1) submit a response fora contract to provide goods or services to a public entity; 2) Submit a response on a contract with a public entity for the construction or repair of a public building or public work; 3) Submit response on leases of real property to a public entity; 4) award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity; and 5) transact business with any public entity. 1.27 DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Proposer to meet any terms of this agreement, the City will notify the Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on this Contract. 1.28 DETERMINATION OF RESPONSIVENESS AND RESPONSIBILITY - Each proposal will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A. Responsive Proposal is one which follows the requirements of the Formal Solicitation, includes all documentation, is submitted in the format outlined in the Formal Solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Proposal non -responsive. B. Determination of Responsibility. A Responsible Proposer shall mean a Proposer who has submitted a proposal and who has the capability, as determined under Section 18-95 of the City Code, in all respects to fully perform the Contract requirements, and the integrity and reliability of which give reasonable assurance of good faith and performance. 1. Proposals will only be considered from any person or firm who are regularly engaged in the business of providing the good(s)/service(s) required by the Formal Solicitation. Proposer must be able to demonstrate a satisfactory record of performance and integrity, and have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. 2. The City may consider any information available regarding the financial, technical, and other qualifications and abilities of a Proposer, including past performance (experience) with the City or any other governmental entity, in making the award. 3. The City may require the Proposer(s) to provide documentation that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.29 DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission. Any discounts offered by a manufacturer to Proposer will be passed on to the City. 1.30 DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence -Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) PSA and/or Agreement and/or any Amendments to the PSA and/or Agreement 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31 EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32 ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33 ESTIMATED QUANTITIES - Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the most advantageous Proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34 EVALUATION OF RESPONSES A. Rejection of Responses The City may reject a Response for any of the following reasons: 1) Proposer fails to acknowledge receipt of addenda; 2) Proposer misstates or conceals any material fact in the Response; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and 6) Response was not executed by the Proposer's authorized agent. The foregoing is not an all-inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination from Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is in default on a bid, payment/ performance, bond they have submitted or as the surety bond or certificate furnished has not performed despite demand they do so or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation. Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well - established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35 EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terms and conditions of the resulting agreement it may lead to terminating negotiations. 1.36 F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the Proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. 1.37 FIRM PRICES - The Proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period of time. 1.38 FLORIDA MINIMUM WAGE AND CITY OF MIAMI LIVING WAGE ORDINANCE - A. Florida Minimum Wage. In accordance with the Constitution of the State of Florida, Article X, Section 24, employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the Successful Proposer's/Contractor's and their subcontractor's responsibility to understand and comply with this Florida minimum wage requirement and pay its employees the current established hourly minimum wage rate. This minimum wage rate is subject to change or adjusted by the rate of inflation using the consumer price index ("CPI") for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated, shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January I st. It is the Proposer's and their subcontractor's (if applicable), full responsibility to determine whether any of their employees may be impacted by this Florida Minimum Wage Law, at any given point in time during the term of the Bid Contract. If impacted, Proposer must provide, with its bid, employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of bid submittal constitute Successful Proposer's/Contractor's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of the Bid Contract, and a waiver of any contractual price increase request(s). The City reserves the right to request and the Successful Proposer/Contractor must provide for any, and all information to make a wage and contractual price increase(s) determination. B. City of Miami Living Wage Ordinance. The City of Miami adopted a Living Wage Ordinance for competitively solicited City Service Contracts with a total contract value exceeding $100,000 annually, that were also awarded on, or after January 1, 2017 by the City Commission. "Service Contract" means a contract to provide services to the City, excluding, however, professional services as defined by the "Consultants Competitive Negotiation Act" set forth in F.S. § 287.055, and Section 18-87 of the City Code, and/or the other exclusions provided by Section 18-557 of the City Code. If a solicitation requires services, effective on January 1, 2017, Contractors must pay to all its employees, who provide services, a living wage of no less than $15.00 per hour without health benefits; or a wage of no less than $13.19 an hour, with health benefits. This language is only a summary of the key provisions of the City of Miami Living Wage Ordinance. Please review Section 18-557 of the City Code, for a complete and thorough description of the City of Miami Living Wage Ordinance. 1.39 GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. In any action or proceeding each party shall bear their own respective attorney's fees. 1.40 HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions hereof. 1.41 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Proposer and reasonable assurances that IIHI/PHI will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION - Successful Proposer/Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Successful Proposer/Contractor and persons employed or utilized by Successful Proposer/Contractor in the performance of this Contract. The Successful Proposer/Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work, even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Successful Proposer/Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Successful Proposer/Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Successful Proposer/Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Successful Proposer/Contractor to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Successful Proposer/Contractor, or persons employed or utilized by the Successful Proposer/Contractor. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Successful Proposer/Contractor shall require all sub-consultant/contractor agreements to include a provision that each sub -contractor will indemnify the City in substantially the same language as this Section. The Successful Proposer/Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Successful Proposer/Contractor in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Successful Proposer/Contractor or other acts of the Successful Proposer/Contractor, the City, in no way, assumes or shares any responsibility or liability of the Successful Proposer/Contractor or sub-consultant/contractor under this Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Successful Proposer/Contractor. 1.43 FORMATION AND DESCRIPTIVE LITERATURE - Proposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Proposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.44 INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.45 INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Web Site following recommendation for award. 1.46 INSURANCE - Within ten (10) days after receipt of Notice of Award, the Successful Proposer, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Proposer shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Proposer. 1.47 INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc.); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.48 LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non -local bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local bidder, then that non -local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non -local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non -local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, include a five (5%) percent evaluation criterion in favor of proposers who maintain a local office, as defined in Section 18-73. In such cases, this five (5%) percent evaluation criterion in favor of proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49 MANUFACTURER'S CERTIFICATION - The City reserves the right to request from Proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the Proposer must bear full liability. 1.50 MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Procurement of the City of Miami, Florida through the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet as appropriate. 1.51 MOST FAVORED NATIONS - Successful Proposer shall not treat the City of Miami ("City") worse than any other similarly -situated local government and, in this regard, grants the City a "most favored nations clause" meaning the City will be entitled to receive and be governed by the most favorable terms and conditions that Successful Bidder/Proposer grants now or in the future to a similarly situated local government. 1.52 NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.53 NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in Proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.54 NONDISCRIMINATION - Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.55 NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the successful Proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.56 NOTICE REGARDING "CURES" - Proposals submitted with irregularities, deficiencies, and/or technicalities that deviate from the minimum qualifications and submission requirements of Request for Qualifications (RFQ), Request for Proposals (RFP), Invitation to Bid (ITB), Invitation for Bids (IFB), Invitation to Quote (ITQ), Requests for Letters of Interest (RFLI) and Request for Sponsorships (RFS) shall result in a non -responsive determination. any solicitation issued after May 6, 2019, shall comply with APM 2- 19. APM 2-19 is attached hereto. only minor irregularities, deficiencies, and technicalities may be allowed to be timely cured by the proposer at the sole discretion of the city. material irregularities, deficiencies, and technicalities cannot be cured by the proposer, and are not waivable by the city. PROPOSALS SUBMITTED WITH IRREGULARITIES, DEFICIENCIES, AND/OR TECHNICALITIES THAT DEVIATE FROM THE MINIMUM QUALIFICATIONS AND SUBMISSION REQUIREMENTS OF THIS RFP/Q SHALL RESULT IN A NON -RESPONSIVE DETERMINATION. The City will not give consideration to the curing of any Proposals that fail to meet the minimum qualifications and submission requirements of this RFP/Q. Proposer understands that non -responsive Proposals will not be evaluated and, therefore, will be eliminated from the Evaluation/Selection Process. 1.57 OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Proposer to supply the license to the City during the evaluation period, but prior to award. 1.58 ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. 1.59 OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Proposer for any other purposes whatsoever without the written consent of the City. 1.60 PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 1.61 PERFORMANCE/PAYMENT BOND - A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.62 PREPARATION OF RESPONSES - Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Proposer's risk. A. Each Proposer shall furnish the information required in the Formal Solicitation. The Proposer shall sign the Response and print in ink or type the name of the Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, where required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used at all times. Use of any other forms will result in the rejection of the response. 1.63 PRICE ADJUSTMENTS - Any price decrease effectuated during the contract period either by reason of market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.64 PRODUCT SUBSTITUTES - In the event a particular good (that has been awarded and approved) becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.65 CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.66 PROMPT PAYMENT - Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful Proposers during the term of the contract. 1.67 PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.68 PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.69 PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list, following a conviction for a public entity crime may not: A. Submit a Bid to provide any goods or services to a public entity. B. Submit a Bid on a contract with a public entity for the construction or repair of a public building or public work. C. Submit responses on leases of real property to a public entity. D. Be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity. E. Transact business with any public entity in excess of the threshold amount provided in Section 287.017, CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.70 PUBLIC RECORDS - Proposer understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City Code, Section 18, Article III, and agrees to allow access by the City and the public, to all documents subject to disclosure under applicable law. Successful Proposer shall additionally comply with the provisions of Section 119.0701, Florida Statutes, titled "Contracts; public records". Proposer shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: A. Keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service. B. Provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements. E. All electronically stored public records must be provided to the City in a format compatible with the City's information technology systems. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS&MIAMIGOV.COM. OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 1.71 QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.72 QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.73 REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.74 RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) A. Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the City Attorney, shall have the authority to resolve disputes between the Proposer and the City which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to disputes based upon breach of Contract, mistake, misrepresentation, or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. B. Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission, or the City Manager, which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting parry, along with a notice of such parry's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this Section. 1.75 RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (SECTION 18-104): Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $25,000.00. Protests thereon shall be governed by the administrative policies and procedures of purchasing. Protest ofsolicitation. a. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a contract may protest to the chief procurement officer. A written notice of intent to file a protest shall be filed with the chief procurement officer within three days after the request for proposals, request for qualifications or request for letters of interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the chief procurement officer; or b. Any prospective bidder who intends to contest bid specifications or a bid solicitation may protest to the chief procurement officer. A written notice of intent to file a protest shall be filed with the chief procurement officer within three days after the bid solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the chief procurement officer. Protest of award. a. Any actual proposer who perceives itself aggrieved in connection with the recommended award of contract may protest to the chief procurement officer. A written notice of intent to file a protest shall be filed with the chief procurement officer within two days after receipt by the proposer of the notice of the city manager's recommendation for award of contract. The receipt by proposer of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the chief procurement officer; or b. Any actual responsive and responsible bidder whose bid is lower than that of the recommended bidder may protest to the chief procurement officer. A written notice of intent to file a protest shall be filed with the chief procurement officer within two days after receipt by the bidder of the notice of the city's determination of non - responsiveness or non -responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the chief procurement officer. c. A written protest based on any of the foregoing must be submitted to the chief procurement officer within five days after the date the notice of protest was filed. A written protest is considered filed when received by the chief procurement officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based and shall include all pertinent documents and evidence and shall be accompanied by the required filing fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the chief procurement officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. Authority to resolve protests; hearing ofcer(s). Hearing officers appointed by the city shall have authority to resolve protests filed under this chapter of the City Code. The city manager shall appoint a hearing officer, from a separate list of potential hearing officers pre -approved by the city commission, to resolve protests filed in accordance with this section, no later than five working days following the filing of a bid protest. The hearing officer shall have the authority to settle and resolve any written protest. The hearing officer shall submit said decision to the protesting party and to the other persons specified within ten days after he/she holds a hearing under the protest. (1) Hearing officer. The hearing officer may be a special master as defined in chapter 2, article X, section 2- 811 of the City Code, or a lawyer in good standing with the Florida Bar for a minimum of ten years with a preference given to a lawyer who has served as an appellate or trial court judge. The hearing officer may be appointed from alternative sources (e.g. expert consulting agreements, piggyback contracts, etc.) where the city commission adopts a recommendation of the city attorney that such action is necessary to achieve fairness in the proceedings. The engagement of hearing officers is excluded from the procurement ordinance as legal services. The hearing officers appointed in the pre -qualified group should be scheduled to hear protests on a rotational basis. (2) Right of protest. Any actual bidder or proposer who has standing under Florida law dissatisfied and aggrieved with the decision of the city regarding the protest of a solicitation or the protest of an award as set forth above in this section may request a protest hearing. Such a written request for a protest hearing must be initiated with a notice of intent to protest followed by an actual protest as provided in subsection 18-104(a). The notice of intent to protest and the actual protest must each be timely received by the chief procurement officer and must comply with all requirements set forth in subsection 18-104(a). Failure to submit the required notice of intent to protest and the actual protest within the specified timeframes will result in an administrative dismissal of the protest. (3) Hearing date. Within 30 days of receipt of the notice of protest, the chief procurement officer shall schedule a hearing before a hearing officer, at which time the person protesting shall be given the opportunity to demonstrate why the decision of the city relative to the solicitation or the award, which may include a recommendation for award by the city manager to the city commission, as applicable, should be overturned. The party recommended for award, if it is a protest of award, shall have a right to intervene and be heard. (4) Hearing procedure. The procedure for any such hearing conducted under this article shall be as follows: a. The city shall cause to be served by certified mail a notice of hearing stating the time, date, and place of the hearing. The notice of hearing shall be sent by certified mail, return receipt requested, to the mailing address of the protester. b. The party, any intervenor, and the city shall each have the right to be represented by counsel, to call and examine witnesses, to introduce evidence, to examine opposing or rebuttal witnesses on any relevant matter related to the protest even though the matter was not covered in the direct examination, and to impeach any witness regardless of which parry first called him/her to testify. The hearing officer may extend the deadline for completion of the protest hearing for good cause shown, but such an extension shall not exceed an additional five business days. The hearing officer shall consider the written protest and supporting documents and evidence appended thereto, supporting documents or evidence from any intervenor, and the decision or recommendation as to the solicitation or award being protested, as applicable. The protesting party, and any intervenor, must file all pertinent documents supporting his/her protest or motion to intervene at least five business days before the hearing, as applicable. The hearing officer shall allow a maximum of two hours for the protest presentation and a maximum of two hours for the city response. When there is an intervenor, a maximum of two hours will be added for the intervenor. In the event of multiple protests for the same project, the hearing officer shall allocate time as necessary to ensure that the hearing shall not exceed a total of one day. c. The hearing officer shall consider the evidence presented at the hearing. In any hearing before the hearing officer, irrelevant, immaterial, repetitious, scandalous, or frivolous evidence shall be excluded. All other evidence of a type commonly relied upon by reasonably prudent persons in the conduct of their affairs shall be admissible whether or not such evidence would be admissible in trial in the courts of Florida. The hearing officer may also require written summaries, proffers, affidavits, and other documents the hearing officer determines to be necessary to conclude the hearing and issue a final order within the time limits set forth by this section. d. The hearing officer shall determine whether procedural due process has been afforded, whether the essential requirements of law have been observed, and whether the decision was arbitrary, capricious, an abuse of discretion, or unsupported by substantial evidence as a whole. Substantial evidence means such relevant evidence as a reasonable mind might accept as adequate to support a conclusion. e. Within ten days from the date of the hearing, the hearing officer shall complete and submit to the City Manager, the City Attorney, any intervenor, the Chief Procurement Officer, and the person requesting said hearing a final order consisting of his/her findings of fact and conclusions of law as to the denial or granting of the protest, as applicable. f. The decisions of the hearing officer are final in terms of city decisions relative to the protest. Any appeal from the decision of the hearing officer shall be in accordance with the Florida Rules of Appellate Procedure. Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required filing fee as provided in subsection (f), with the chief procurement officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section. Stay of procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the contract until the protest is resolved by the chief procurement officer or the city commission as provided in subsection (b) above, unless the city manager makes a written determination that the solicitation process or the contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. Costs. All costs accruing from a protest shall be assumed by the protestor. Filing fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the bid or proposed contract, or $5,000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the chief procurement officer and/or the city commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection above. If the protest is denied, the fling fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. (Ord. No. 12271, § 2, 8-22- 02; Ord. No. 13629, § 2, 9-8-16). 1.76 SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, Proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.77 SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Proposer shall not sell, assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.78 SERVICE AND WARRANTY - When specified, the Proposer shall define all warranty, service and replacements that will be provided. Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. 1.79 SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services are to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the Proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of proposal. 1.80 SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted via BidSync at, or before, the specified closing date and time as designated in the Solicitation. NO EXCEPTIONS. A. Facsimile responses will not be considered. B. Failure to follow these procedures is cause for rejection of proposal. C. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Proposer. The City of Miami is not responsible for delays caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened and will not be considered for award. D. Late responses will be rejected. E. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. F. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via BidSync. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent submission which alters the responses. 1.81 TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Proposers should be aware of the fact that all materials and supplies which are purchased by the Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Proposer. 1.82 TERMINATION -The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. B. The City has determined that such termination will be in the best interest of the City to terminate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.83 TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Proposer have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law. 1.84 TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.85 TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.86 TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE - All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. 1.87 UNAUTHORIZED WORK OR DELIVERY OF GOODS - Neither the qualified Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.88 USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.89 VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, Proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. 2. Special Conditions 2.1.PURPOSE The purpose of this Solicitation is to establish a contract to operate a trolley advertising program on City of Miami owned assets, as specified herein, from a source(s), fully compliant with the terms, conditions, and stipulations of the solicitation. 2.2.PRE-PROPOSAL CONFERENCE A Virtual Voluntary pre -proposal conference will be held on March 28, 2022 at 10:00 AM, via THIS LINK or via phone at 786-598-2961; Conference ID: 520406284#. A discussion of the requirements of the Solicitation will occur at that time. Each potential Proposer is required, prior to submitting a Proposal, to acquaint itself thoroughly with any and all conditions and/or requirements that may in any manner affect the work to be performed. All questions and answers affecting the scope of work/specifications of the RFP will be included in an addendum, that will be distributed through the BidSync Procurement Solutions Platform ("BidSync"), following the Pre -Proposal Conference to all the attendees. Because the City considers the Pre -Proposal Conference to be critical to understanding the Solicitation requirements, attendance is highly recommended. It is the Proposer's responsibility, prior to submitting a proposal, to acquaint themselves thoroughly, regarding any and all conditions and/or requirements that may affect the work to be performed in any manner. No allowance will be made because of lack of knowledge of these conditions. 2.3.SUBMISSION REQUIREMENTS Electronic proposal submittals to this RFP shall be submitted through the BidSync until the date and time as indicated in the Solicitation. The responsibility for submitting a proposal on/or before the stated closing time and date is solely and strictly the responsibility of the Proposer. The City will in no way be responsible for delays caused by technical difficulties or caused by any other occurrence. Electronic proposal submissions may require the uploading of electronic attachments. The submission of attachments containing embedded documents or proprietary file extensions is prohibited. All documents should be attached as individual files and labeled. Any proposals received and time stamped through BidSync, prior to the proposal submittal deadline, shall be accepted as a timely submittal and anything thereafter will be rejected. Additionally, BidSync will not allow for the electronic proposal submittal after the closing date and time has lapsed. Proposals will be opened promptly at the time and date specified. All expenses involved with the preparation and submission of proposals to the City, or any work performed in connection therewith, shall be borne by the Proposer. Accordingly, Proposer: 1. Must register, free of charge, with BidSync to establish an account in order to have access to view and/or respond to any solicitations issued by the City of Miami's Procurement Department ("City"). 2. Shall submit all proposals electronically. Hard copy proposals submittals will not be accepted. NO EXCEPTIONS. 3. Must submit the Certification Statement and associated solicitation documents which define requirements of items and/or services to be purchased and must be completed and submitted as outlined within the solicitation via BidSync. The use of any other forms and/or the modification of City forms will result in the rejection of the proposer's proposal submittal. 4. Shall ensure that the Certification Statement is fully completed and provided with your proposal. Failure to comply with these requirements may cause the proposal to be rejected. 5. Must ensure that an authorized agent of the Proposer's firm signs the Certification Statement and submits it electronically. FAILURE TO SIGN THE CERTIFICATION STATEMENT SHALL DEEM THE PROPOSAL NON -RESPONSIVE. 6. May be considered non -responsive if proposals do not conform to the terms and conditions of this solicitation. 2.4.DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted via BidSync, with a copy filed with the Office of the City Clerk via email at Clerks@miamigov.com, pursuant to Section 1.20. Cone of Silence. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than April 8, 2022, at 2:00pm. All responses to questions will be sent to all prospective proposers in the form of an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 2.5.PROPOSERS MINIMUM QUALIFICATION REQUIREMENTS The minimum qualification requirements for this Solicitation are that the Successfid Proposer shall: 1) Have at least three (3) years of experience in a) Managing, operating, and marketing indoor and outdoor marketable assets; b) Operating an advertising program or revenue initiatives; and c) Installing and maintaining or arranging/facilitation the installation and maintenance of indoor/outdoor advertising displays. 2) Have relevant experience providing services through a similar scope of services for other public agencies of a similar size or complexity; 3) Have no record of judgments, bankruptcy, pending lawsuits against the City or criminal activities involving moral turpitude and not have any conflicts of interest that have not been waived by the City Commission; 4) Not have any principal, officer, owner, or stockholder of Proposer shall be in arrears or in default of any debt or contract involving the City, nor have failed to perform faithfully on any previous contract with the City; and 5) Not be a "debarred vendor" or have been convicted of a public entity crime under § 287.133, Florida State Statute. 2.6.PREFERRED QUALIFICATIONS The Successful Proposer should have: 1) Substantial knowledge of the legal requirements involved in this type of operation. 2) Adequate financial strength and resources to provide start -up -operations and reasonable working capital. 2.7. CURES Please refer to Attachment A - APM Regarding Cures and Section 1.56, Notice Regarding "Cures" of the General Terms and Conditions of this Solicitation. 2.8.EXECUTION OF AN AGREEMENT The Successful Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation, shall be afforded an opportunity to negotiate a Revocable License Agreement ("Agreement"), Attachment B with the City of Miami ("City"). The City reserves the right to execute or not execute, as applicable an Agreement with the Successful Proposer(s) in substantially the same form as the draft Agreement included as part of this solicitation. Such Agreement will be furnished by the City, contain certain terms that are in the City's best interest, and be subject to approval as to legal form by the Miami City Attorney. Various terms including, without limitation, hold harmless/indemnity, insurance, conflicts, ethics, applicable law, and venue, etc. are not negotiable. Prior to the execution of the Agreement, the Successful Proposer shall be an approved, registered entity to do business in the State of Florida. Successful Proposer shall completed all steps necessary as determined by the State of Florida's Division of Corporations, which can be found by visiting www.sunbiz.org. Once documentation approval has been received, the Agreement and any resultant Purchase Order shall be executed. 2.9. TERM OF CONTRACT The Proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be required to execute an agreement ("Agreement") with the City, which shall include, but not be limited to, the following terms: (1) The term of the Agreement(s) shall be for three (3) years with an option to renew for two (2) additional one-year periods. (2) The City shall have the option to extend or terminate the Agreement. Continuation of the agreement beyond the initial period is a City prerogative, not a right of the Proposer. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.10. REVENUE PROPOSAL The Proposer will be required to pay the City a percentage of monthly net revenues as identified by the Proposer on Attachment C — Revenue Proposal, or as negotiated prior to award approval. The percentage identified shall remain fixed during the contract year indicated on the form. Proposers who do not submit Attachment C shall be disqualified from consideration. 2.1-LESCALATION CLAUSE The City may request, in writing, including a justification, an adjustment of the prices submitted in the revenue proposal based on changes in the CPI for All Urban Consumers (CPI-U), U.S. City Average, Miami - Ft. Lauderdale, FL., no more than 60 days, but no less than 30 days prior to the yearly contract anniversary. If requested, the pricing schedule may be increased, if necessary, based on review of the CPI criteria listed above. Any adjustments made will be for the following contract year and will not be combined with previous years that were not requested within the date parameters set above (i.e., rate increase requested within the date parameters above in 2021, if approved will be for year 2022). 2.12. PAYMENT TO CITY The Successful Proposer shall pay the City the final negotiated percentage of monthly net revenue from the date of the Notice to Proceed and through the termination date of the Agreement. Payments shall be made no later than the 15th of the following month. Payments shall be made via electronic payment (ACH). Late payments may incur a 15% late fee. 2.13. INSURANCE REQUIREMENTS The proposer shall furnish to City of Miami, c/o Procurement Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: Please see Attachment E, Insurance Addendum for insurance definitions, requirements, and conditions. L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required • City of Miami and Miami Dade County included as an additional insured • Contingent and Contractual Liability • Premises and Operations Liability • Primary Insurance Clause Endorsement Premises and Operations Liability II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required • City of Miami and Miami Dade County included as an additional insured III. Worker's Compensation Limits of Liability Statutory State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Network Security and Privacy Injury (Cyber Liability) If Applicable A. Limits of Liability Each Occurrence Aggregate Retro Date Included $1,000,000 $1,000,000 V. Errors & Omissions/Professional Liability A. Limits of Liability Each Claim $1,000,000 Aggregate $1,000,000 Retro Date Included Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above. The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. See Attachment D, Insurance Addendum for definitions and additional clarification. 2.14. GUARANTEE DEPOSIT Simultaneously with the execution of an Agreement, the Successful Proposer shall deposit with the City a Guarantee Deposit in the amount of Ten thousand dollars ($10,000.00) as guarantee for the full and faithful performance by Successful Proposer of all obligations of Successful Proposer under this Agreement or in connection with this Agreement. If Successful Proposer is in violation beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Guarantee Deposit for the payment of: (i) any fee, cost, or other sum of money which Successful Proposer was obligated to pay but did not pay, (ii) any sum expended by City on Successful Proposer's behalf in accordance with the provisions of this Agreement, or (iii) any sum which the City may expend or be required to expend as a result of Successful Proposer's violation(s). The use, application, or retention of the Guarantee Deposit or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise. At any time or times when the City has made any such application of all or any part of the Guarantee Deposit, the Successful Proposer shall deposit the sum or sums equal to the amounts so applied by the City within ten (10) days of written notice by the City. Provided Successful Proposer is not in violation of this Agreement, the principal of the Guarantee Deposit or balance thereof, shall be returned to Successful Proposer upon the termination of this Agreement or upon any later date after which Successful Proposer has vacated the Area or Property in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Guarantee Deposit (or balance thereof) to the Successful Proposer, the City shall be completely relieved of liability with respect to the Guarantee Deposit. Successful Proposer shall not be entitled to receive any interest on the Guarantee Deposit. 2.15.SUB-CONTRACTOR(S) OR SUB-CONSULTANT(S) A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or Proposer's firm to assist in the performance of services required under this Solicitation. A Sub -Contractor shall be paid through Successful Proposer or Successful Proposer's firm and not paid directly by the ity. Sub -Contractors are allowed by the City in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in the performance of required services. The City retains the right to accept or reject any Sub -Contractors proposed in the response of Successful Proposer or prior to agreement execution. Any and all liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for each Sub - Contractors must be maintained in good standing and approved by the City throughout the duration of the Agreement. Neither Successful Proposer nor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed Sub -Contractors from performing work under this Solicitation. Proposers shall include in their responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successful Proposer, the Successful Proposer shall provide a list confirming the Sub- Contractors that the Successful Proposer intends to utilize in the Agreement, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any agreement that may result from this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. 2.16.PROJECT MANAGER Upon award, Successful Proposer shall report and work directly with the Transportation Manager, or designee, who shall be designated as the Project Manager for the City. 2.17.USE OF PREMISES The Successful Proposer shall confine his/her equipment, apparatus, the storage of materials, and the operation of his/her workmen to the limits indicated by law, ordinances, permits, or direction of the project manager, and shall not unreasonably encumber the premises with his/her materials. The Successful Proposer shall take all measures necessary to protect his/her own materials. 2.18.SAFETY MEASURES Successful Proposer shall take all necessary precautions for the safety of employees and shall erect and properly maintain at all times all necessary safeguards for the protection of the employees and the public. Danger signs warning against hazards created by his/her operation and work in progress must be posted, if applicable. All employees of Successful Proposer shall be expected to wear safety glasses or goggles, appropriate clothing, and hearing protection when and wherever applicable. The Successful Proposer shall use only equipment that is fully operational and in safe operating order. 2.19.DAMAGES TO PUBLIC/PRIVATE PROPERTY The Successful Proposer shall carry out the work with such care and methods so as not to result in damage to public or private property adjacent to the work. Should any public or private property be damaged or destroyed, the Successful Proposer, at his/her expense, shall repair or make restoration as is practical and acceptable to the City and/or owners of destroyed or damaged property promptly within a reasonable length of time. (Not to exceed one month from date damage was done). 2.20.EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (1) Solicitation issued; (2) Receipt of responses; (3) Opening and listing of all responses received; (4) Procurement staff will review each submission for compliance with the submission requirements of the solicitation, including verifying that each submission includes all documents required; (5) An Evaluation Committee ("Committee"), appointed by the City Manager, comprised of appropriate City of Miami personnel and members of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to evaluate each response in accordance with the requirements of this solicitation and based upon the evaluation criteria as specified herein; (6) The Committee reserves the right, in its sole discretion, to request Proposers to make oral presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the convenience of the Committee and shall be recorded; (7) The Committee reserves the right to rank the proposals and shall make its recommendation to the City Manager requesting the authorization to negotiate. No Proposer(s) shall have any rights against the City arising from such negotiations thereof, (8) The City Manager reserves the right to reject the Committee's recommendation to negotiate and instruct the Committee to re-evaluate and make another recommendation or reject all proposals. No Proposer(s) shall have any rights against the City arising from such termination thereof; (9) If the City Manager accepts the Committee's recommendation to negotiate, Procurement will negotiate a final contract with the Successful Proposer, and submit a recommendation to award a contract to the City Manager; (10) The City Manager shall then submit his or her award recommendation and negotiated contract to the City Commission for approval. Written notice shall be provided to all proposers; (11) If the City Manager accepts the award recommendation, the City Manager's recommendation for award of contract will be sent via email to all Proposers, which will initiate the protest period. Additionally, the award recommendation will also be posted in BidSync. (12) After reviewing the City Manager's recommendation, the City Commission may: a. Approve the City Manager's award recommendation and negotiated contract; b. Reject all proposals; c. Reject all proposals and instruct the City Manager to reissue a solicitation; or d. Reject all proposals and instruct the City Manager to enter into competitive negotiations with at least three individuals or firms possessing the ability to perform such services and obtain information from said individuals or firms relating to experience, qualifications and the proposed cost or fee for said services, and make a recommendation to the City Commission. The decision of the City Commission shall be final. Written notice of the award shall be given to the Successful Proposer. 2.21.FAILURE TO PERFORM Should it not be possible to reach the Successful Proposer or its Project Manager, and/or should remedial action not be taken within 48 hours of any failure to perform according to specifications, the City reserves the right to declare Successful Proposer in default of the agreement or make appropriate adjustments to the Guarantee Deposit. 2.22.TERMINATION A. FOR DEFAULT If Successful Proposer defaults in its performance under this Agreement and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Agreement, in whole or in part, upon written notice without penalty to the City. In such event the Successful Proposer shall be liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Successful Proposer was not in default or (2) the Successful Proposer's failure to perform is without his or his Subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City. B. FOR CONVENIENCE The City Manager may terminate this Agreement, in whole or in part, upon 30 days prior written notice when it is in the best interest of the City. If this Contract is for supplies, products, equipment, or software, and so terminated for the convenience by the City the Successful Proposer will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Agreement is for services and so terminated, the City shall be liable only for payment in accordance with the payment provisions of the Agreement for those services rendered prior to termination. 2.23.ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General Conditions and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the Proposer's authorized signature affixed to the Proposer's acknowledgment form attests to this. If a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. 2.24 ADDITION/DELETION OF ITEMS/SERVICE/LOCATION/FACILITY Although this solicitation identifies specific items/services/locations/facilities, it is hereby agreed and understood that any item/service/location/facility may be added/deleted to/from this Contract at the option of the City. When an additional item/service/location/facility is required, the Supplier shall be invited to submit price quotes for the new item/service/location/facility. If prices are not competitive, the City maintains the right to add additional suppliers to the Contract to provide said item/service to the location/facility. If this quote is comparable with market offerings for similar items/services/locations/facilities, the item/service/location/facility shall be added to the contract, if it is in the best interest of the City and an addendum shall be issued by the City. Any added location/facility shall have the right to the same length contract term as the original contract. 2.25 CHANGES/ALTERATIONS Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. 3. Specifications 3.1.SPECIFICATIONS/SCOPE OF WORK INTRODUCTION The City of Miami, herein referred to as the City, is soliciting proposals from experienced parties that will develop and manage a revenue advertising program for the City's Trolley Vehicles. With approximately 55 City -owned Trolleys and 13 existing routes, the City's Trolley System consists of over 122 route miles in length while providing connection to approximately 53 Miami -Dade County MetroBus routes, 11 MetroRail Transit hubs, and 2 connections to the municipal trolley networks of Coral Gables and West Miami. The City's Trolley network primarily serves to augment the existing regional transit system provided by Miami - Dade County via the MetroBus, MetroRail, and MetroMover, and provides a premium public transportation service to the communities and neighborhoods within the City of Miami. Through this RFP, the City's primary goals are to: Establish a contract with a single Proposer that will sell advertising, Install, maintain, and remove advertising devices on Trolley vehicles; and Generate revenue for the City. DEFINITIONS The following words and expressions used in this Solicitation shall be construed as follows, except when it is clear from the context that another meaning is intended: 1.) Advertising Devices: the specific advertising format used — print, digital, etc. 2.) Advertising Materials: the design and content of the said advertisement. 3.) Contract or Agreement: collectively the terms and conditions, scope of services, all appendices and attachments hereto, all amendments issued hereto, RFP 1208386, and all associated addenda and the Successful Proposer's Proposal. TROLLEY ROUTES 1. Health 2. Stadium District 3. Brickell 4. Biscayne 5. Overtown 6. Allapattah 7. Coral Way 8. Little Havana 9. Coconut Grove 10. Wynwood 11. Little Haiti 12. Flagami 13. Liberty City The current operating hours for Trolley services vary from 6:30 AM — 11:00 PM, seven (7) days a week. The Trolleys may also be used to provide transportation services for special events, or have extended service hours, at the City's sole discretion. The Trolley services approximately 14,800 riders per day. See Attachment D — Trolley Routes and Maps for additional route details. TROLLEY VEHICLE DESCRIPTION The City currently owns fifty -further (55) Classic American Trolleys, ranging from 27' to 33' in length and 134" in height, with a seating capacity of approximately 25 to 35 passengers each. All trolley vehicles are manufactured in compliance with all Federal Transit Administration (FTA) and Florida Department of Transportation (FDOT) specification requirements for public transit vehicles and in compliance with the City's desired vehicle specifications. These specifications include air-conditioned interiors, oak -slat bench seating, oak wood interiors, brass railings, electric wheelchair lifts, and foldout wheelchair ramps. The exterior paint scheme of the trolleys includes orange, green, and white colors/markings which are the City's official colors along with the Miami Trolley banner positioned on each lateral side of the vehicles. TROLLEY ADVERTISING PROGRAM The Successful Proposer will manage a transit advertising program in the form of 1. Taillight advertising panels; 2. Exterior full back advertising; 3. Exterior side advertising; and/or 4. Interior advertising posters/panels. Although exterior advertisements on the trolley are allowed, the City's desire is to maintain a clean and attractive exterior appearance, free of visual clutter which could potentially detract from the image and unique aesthetic characteristics of the Classic American Trolley design. The trolley advertising program is subject to the following specifications and provisions. The Right To Change Trolley Operation: The City has the right to make changes to the trolley operation at any time. Such changes can include, but are not limited to, changes to service alignments, stop locations, hours of operations, number of trolleys in services, areas served, fare structure, fare collection system, and terminating trolley service for convenience. Advertising Material: The advertising material should be static, non -glaring, and must conform to all applicable City, County, State, and Federal laws for motorized vehicle operation on public right-of-way. Advertising should not cause temporary or long-term damage or harm to trolley vehicles, trolley vehicles, trolley riders, city residents, or other users of the transportation system. The City is not liable for any damages or lawsuits arising out of trolley advertising. Right To Refuse Unacceptable Advertising: The purpose of this advertising program is to maximize the revenues of the City's trolley system and not to create a public forum for the public discussion of political or controversial issues. This advertising may include the promotion of the City and surrounding areas as destinations for tourists or future development. The City reserves the right to refuse any advertising that does not conform to the City and to any applicable requirements of the Federal Transit Administration (FTA), the Florida Department of Transportation (FDOT), and any other governmental agency with authority to regulate this usage on public right-of-way. The City reserves the right to refuse advertising that is not presented to the City at least three (3) business days before the requested start date. The City may, at its sole discretion, refuse to place and install other advertising that it deems to be inappropriate considering the purpose and intent of this advertising program. The City reserves the right to withhold its approval of a proposed advertising copy if, the City's reasonable discretion, the proposed advertisement is pornographic, obscene, lewd, indecent, or otherwise offensive or objectionable to public morals. Unsold Advertising Space: The Contractor shall keep all advertising spaces occupied with advertising materials at all times. Devices not used by paid advertising shall be filled in the following order of priority: 1. Transit information 2. City of Miami services information or self -promotion materials Any use of unsold advertising space may be pre-empted by cash sales. The Successful Proposer shall maintain a complete inventory of all unsold devices occupied by City advertising materials posted by the Successful Proposer. Successful Proposer shall be responsible for the installation and removal of City materials. The Successful Proposer shall provide the City with access to, at minimum, ten percent (10%) of the City -owned trolley fleet for City sponsored self -promotion announcements. The City will determine which vehicles to be used based upon the targeted market at the time. The Successful Proposer shall pay for the printing, installation, maintenance, and removal costs associated with the City self -promotional announcement posters. ADVERTISING CONTENT All advertising materials, advertising content and manner of presentation shall be subject to the approval of the City prior to installation, which may disapprove any such items at its sole discretion. The City is authorized to deny the placement of any advertisement, which may be detrimental to the aims, purposes, goals, or reputation of the City of Miami. The Successful Proposer shall remove from the vehicles, at is sole cost and expense, within three (3) days upon receipt of written demand, any advertising material that is disapproved, damaged, or becomes unsightly. Any advertising previously approved, which may subsequently be considered objectionable by the City shall likewise be removed. If the City requires the removal of previously approved advertisements, the Successful Proposer shall be entitled to reasonable production costs incurred. The Successful Proposer shall provide written documentation verifying production costs and production expenditures. In the event that such disapproved material is not removed within the three (3) days upon receipt of written notice, the City may cause said material to be removed, and the Successful Proposer shall pay all related costs and expenses. The City shall not be liable for any damages in connection therewith. Refusal by the Successful Proposer to remove said material shall be considered a default of this Contract, which shall be considered as waived by the corrective action on the part of the City and reimbursement of all costs and expenses by the Successful Proposer. The Successful Proposer shall adhere to the generally accepted principles of advertising in relation to good taste and truth in advertising. The City will not accept advertising that directly or indirectly supports or opposes a particular candidate, political cause or issue that advocates or opposes a particular religion or religious belief. Acceptable advertising will be limited to that which proposes, directly or indirectly, a legal, commercial transaction that, in the sole discretion of the City, will reflect favorably upon the City's trolley system, its riders and the long-term use of this advertising space for the generation of revenues. Whenever a question arises as to the propriety of an advertisement, the Successful Proposer is required to submit the advertisement to the City for review, and subsequently, approval prior to installation. REPORTING Monthly Reports One a monthly basis, the Successful Proposer shall provide the City with reports that include, but not be limited to: a. Gross billings and net billings b. Inventory occupancy by vehicle c. Installations and removals of advertisement devices Year -End Report The Successful Proposer shall within ninety (90) days following each anniversary date of this Contract, submit to the City, a revenue report prepared and signed by an independent Certified Public Accountant (CPA) as to the Successful Proposer's operations under this Contract. While the City does not expect to request other reports on a routine basis, there may be instances when the City may require a special report as it relates to the contract services. The Successful Proposer shall provide all required reports to the City, in a format, frequency, and quantity acceptable to the City. In the event that the total amount paid by the Successful Proposer to the City at the end of the contract year was less than the percent of the Monthly Net Revenues required under this Contract, a payment for the difference owed to the City shall be made by the Successful Proposer within thirty (30) days from written notification from the City to the Successful Proposer on the reconciliation outcome. AUDIO AND TEXT ADVERTISING The City at its sole discretion reserves the right to modify the advertisement device to include audio and text advertisement on its Trolley. The City at its sole discretion may award a contract to a different provider for said audio and text advertisement inside the Trolley vehicles. INSTALLATION, REMOVAL, AND DAMAGES The Successful Proposer shall reimburse the City for the cost as determined by the City of repairs for any damage caused by the Successful Proposer, its employees, subcontractors, and agents to transit vehicles or advertising devices including damages occurred due to the installation and/or removal of advertising devices. If the City makes repairs, the cost of the repairs shall include all materials and labor necessary to return the device or structure to its original condition. City labor cost for the repair shall be at the current rate for personnel completing the repair. The Successful Proposer shall restore transit vehicles to their original condition if any damage occurs while installing and/or removing of advertisement materials. If the Successful Proposer fails to restore the transit vehicles to its original condition, the City shall have the right to have repairs completed and requires the Successful Proposer to reimburse the City. Transit vehicle numbers must be visible at all times regardless of the advertisement on the vehicles, unless written approval is granted by the City. At no time shall advertisement materials be installed on the front of the transit vehicles. In the event that the Successful Proposer fails to conform with this regulation, the City, at its sole discretion, will be able to remove all or the portion of the advertising device(s) covering any part or all window area. The City shall have the right to seek monetary reimbursement for all costs associated with the removal of such device(s). All advertising materials shall be removed within seven days of its contract expiration date. All dated advertising materials shall also be removed within seven (7) days of the date shown on the advertisement. In the case that the Successful Proposer fails to remove such materials, the City can remove such advertisement materials at the sole cost to the Successful Proposer. PAYMENTS TO THE CITY The Successful Proposer shall pay the City a percentage of the Monthly Net Revenues from the date of the Notice to Proceed and through the termination date of the Agreement. See Attachment C — Revenue Proposal Form. The Successful Proposer shall pay the City the final negotiated percentage of Monthly Net Revenues, by the 15th day of the calendar month following the month during which the Net Revenues were received or accrued via electronic payment (ACH/Wire). ACH/Wire information will be provided upon award and execution of this contract's Professional Services Agreement. Late payments shall be subject to a 15% late fee. LAWS, REGULATIONS, AND PERMITS Compliance: The Successful Proposer shall comply with all laws, ordinances, regulations, and rules of the City of Miami, Miami -Dade County, State of Florida and US Federal Government, which may be applicable to its operation under this Contract. Payment Obligations: The Successful Proposer shall pay all costs and expenses in connection with its operations under this Contract and the rights and privileges herein granted, including without limitation, permit, and license fees. The Successful Proposer shall assume and pay all personal property taxes levied or assessed against its property located on transit vehicles. The Successful Proposer may be required to report, and display evidence that all permit, excise, and license fees and personal property taxes have been paid. GENERAL MAINTENANCE The Successful Proposer agrees that its representatives and employees will not deface or damage any transit property or deposit or scatter any rubbish, waste, or litter in or about any transit vehicle or facility. The Successful Proposer will, at its own expense, promptly remove any rubbish, waste, and litter caused by any of its representatives or employees. The Successful Proposer will maintain, at its own expense, all advertising devices and the advertising materials clean and in good repair and free of graffiti at all times. The Successful Proposer, at its own expense, will take remedial action on any advertisement device -related complaint including graffiti, cleanliness, safety -related condition, etc. within 24 hours of verbal notification by the City. The City reserves the right to immediately remove any device or advertising material which may be hazardous or offensive to the public. The Successful Proposer shall be responsible, at its own expense, for all maintenance of advertising devices as needed, or as requested by the City. This maintenance shall include keeping in working condition all electrical components, repairing and/or repainting of frames, replacement of the acrylic covers, and the removal of any graffiti on them. The maintenance shall also include a thorough inspection of all hardware for loose electrical wires, frayed wires, loose poster frames, sharp edges, replacement of burnt out lamps, etc. The Contractor is sole responsible for ensuring that all electrical devices conform to standard safety measures and do not represent a hazard to any person. All parts and materials used in the maintenance of advertising devices shall become the property of the City. Electric Power: The City may provide the electricity used for the operations and lighting of advertising devises at the sole discretion of the City. RECORDS The Successful Proposer shall keep and maintain an accurate record of all revenue collected from the sale or lease of advertisement space. The City will have the right to audit such records at any given time. 4. Proposal Submission 4.1.Submission Requirements Proposers shall carefully follow the format and instruction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and, in the order indicated. This information should be provided for the Proposer and any sub -consultants to be utilized for the work contemplated by this Solicitation. Proposals submitted which do not include the following items may be deemed non -responsive and may not be considered for contract award. The responses to this solicitation shall be presented in the following format. Failure to do so may deem your Proposal non -responsive. INSTRUCTIONS TO PROPOSERS A. Include the signed RFP Certification Statement. B. Include in detail, evidence that clearly demonstrates Proposer meets the minimum qualification requirements, pursuant to Section 2.5 Proposer's Minimum Qualifications. 1. Cover Pate The Cover Page should include the Proposer's name; Contact Person for the RFP; Firm's Liaison for the Contract; Primary Office Location; Local Business Address, if applicable; Business Phone and Fax Numbers, if applicable Email addresses; Title of RFP; RFP Number; and Federal Employer Identification Number. 2. Table of Contents The table of contents should outline, in sequential order, the major sections of the Proposal as listed below, including all other relevant documents requested for submission. All pages of the Proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the table of contents. 3. Executive Summary A signed and dated summary of not more than two (2) pages containing Proposer's overall Qualifications and Experience and Technical Qualifications, as contained in the submittal. Proposer shall include the name of the organization, business phone and contact person and a summary of the work to be performed. 4. Proposer's Experience Past Performance a) Describe the Proposer's organizational history and structure; years Proposer and/or firm has been in business providing a similar service(s) and the primary geographic markets served. b) Provide a detailed list of comparable contracts (similar in scope of services to those requested herein) which the Proposer has either ongoing or completed within the past three (3) years. The description should identify for each project: i. Client ii. Description of work iii. Total dollar value of the contract iv. Dates covering the term of the contract V. Client contact person and phone number vi. Statement of whether proposer is/was the prime contractor or subcontractor vii. If Proposer was the subcontractor, name the prime viii. Detail Proposer's responsibilities and the results of the project Where possible, list and describe those projects performed for government clients or similar size private entities (including any work performed for the City of Miami). c) Provide any other information or documentation related to Proposer's qualifications and experience from which the City of Miami can benefit under this contract, including any preferred qualifications listed in Section 2.6 of this Solicitation. d) Provide a list of no less than three (3) references within the past five (5) years for whom similar services were provided. Include the overall value of the contract, term of the contract, the address, phone number, email address and contact person of the person in the organization. The City reserves the right to contact any reference as part of the evaluation process. e) Provide information concerning any prior or pending litigation, either civil or criminal, involving a governmental agency or which may affect the performance of the services to be rendered herein, in which the Proposer, any of its employees is or has been involved within the last five years. 5. Key Personnel Performing Services 1. Provide an organization chart showing the Project Manager and all key personnel, including their titles, to be assigned to this project. This chart must clearly identify the Proposer's Project Manager, other employees and those of the subcontractors. 2. Describe the experience, qualifications and other vital information, including number of years of relevant experience on previous similar projects, of the Project Manager and all key personnel, who will be assigned to this project. 3. Provide resumes, if available with job descriptions and other detailed qualification information on the Project Manager and all key personnel who will be assigned to this project. 4. Provide the plan for retention, describing how the Proposer shall ensure the same level of qualification and experience, of all proposed key personnel who will be assigned to this project. Note: After proposal submission, but prior to the award of any contract issued as a result of this Solicitation, the Proposer has a continuing obligation to advise the City of any changes, intended or otherwise, to the Project Manager and key personnel identified in its proposal. 6. Proposed Approach to Providing the Services 1. Describe Proposer's approach to project organization and management, including the responsibilities of Proposer's management and staff personnel that will perform work in this project. 2. Explain the Proposer's position to commence installation on/in City assets within 90 days following contract award. 3. Describe Proposer's approach by demonstrating how, through advertising, the Successful Proposer will execute the objectives and implementation of the work in this project, including how Proposer intends to maximize revenue for the project. 4. Describe Proposer's specific plan and processes in actively soliciting and selling advertising and revenue initiative projects on a local, regional, and national level. 5. Provide a project schedule identifying specific key tasks and duration for the implementation of the Master Plan for the project. 6. Identify if Proposer has taken any exception to the terms of this Solicitation. If so, indicate what alternative is being offered and the cost implications of the exceptions (s). 7. Financial Information 1. Demonstrate adequate financial strength to provide startup operations and working capital. 2. Provide documentation proving Proposer's financial strength and ability to provide start-up operations and reasonable working capital to handle this project. Such documentation may include its most recent certified financial statements as of a date not earlier than the end of the Proposer's preceding official tax accounting period, with a statement in writing, signed by a duly authorized representative, stating that the present financial condition is materially the same as shown on the balance sheet and income statement submitted, or with an explanation for a material change in the financial situation. If certified financial statements are not available, provide latest available financial statements (balance sheet and income statement) and letters of credit availability from accredited financial institutions, or other relevant documentation. 3. Submit Attachment C — Revenue Proposal providing the proposed Percentage of Monthly Net Revenue. Proposers who do not submit Attachment C shall be disqualified from consideration. 5. Evaluation 5.1.EVALUATION CRITERIA Proposals will be evaluated and ranked by an Evaluation/Selection Committee ("Committee"). The Committee will be comprised of appropriate City of Miami personnel and members of the community, as deemed necessary, with the appropriate experience and/or knowledge. The criteria are itemized with their respective weights for a maximum total of one hundred (100) points per Committee member. Technical and Price Criteria and Points 1. Proposer's and its sub -contractors' relevant experience, qualifications, and past performance in providing the type of services described in the solicitation, including relevant experience and qualifications of key personnel, including key personnel of subcontractors, that will be assigned to this project. (30 Points) 2. Proposer's management approach and plan to providing the services requested in the solicitation, including and sharing of space for City advertisements. (30 Points) 3. Proposer's financial capabilities and completion of Attachment C — Revenue Proposal stating the proposed Percentage of Monthly Net Revenue. (40 Points) Upon completion of the technical criteria evaluation indicated above, the Committee may choose to conduct oral presentations with the Proposers which the Committee deems to warrant further consideration. Upon completion of the oral presentations, the Committee will re-evaluate, re -rate, and re -rank the proposals remaining in consideration, based upon the written documents combined with the oral presentation. The price proposal will be evaluated subjectively in combination with the technical proposal, including an evaluation of how well it matches Proposer's understanding of the City's needs. The pricing evaluation is used as part of the evaluation process to determine the highest ranked proposer. The City reserves the right negotiate the terms, conditions, and pricing as may be in the best interest of the City ATTACHMENT A POLICY NUMBER: APM- 2-19 DATE: March 26, 2019 ISSUED BY: Emilio T. Gonzalez, Ph. D. Ci na er/Desi e SIGNATURE CITY OF MIAMI ADMINISTRATIVE POLICY REVISIONS REVISED DATE OF SECTION REVISION Created 3/26/19 SUBJECT: ELIMINATING THE PROCESS OF CURING IRREGULARITIES IN DOCUMENTS SUBMITTED IN RESPONSE TO REQUEST FOR QUALIFICATIONS (RFQ), REQUEST FOR PROPOSALS (RFP), REQUESTS FOR LETTERS OF INTEREST (RFLI), INVITATION FOR BIDS (IFB), INVITATION TO BID (ITB), INVITATION TO QUOTE (ITQ), AND REQUEST FOR SPONSORSHIP (RFS) EFFECTIVE MAY 692019 PURPOSE: To improve the procurement solicitation process in order to provide internal and external customers with a more efficient and effective procurement of goods and services for the City of Miami. This APM establishes guidelines that eliminate the process of curing irregularities in proposals and bids submitted in response to RFQs, RFPs, RFLI's IFBs, ITBs, ITQs and RFS. BACKGROUND: Currently, the Department of Procurement ("Procurement") allows Proposers and Bidders to cure certain deficiencies, deviations, irregularities, omissions, and/or technicalities in proposals and bids submitted to the City in response to RFQs, RFPs, RFLIs, IFBs, ITBs, ITQs and RFS. In collaboration with the Department of Innovation and Technology ("Dolt"), Procurement has identified the process of curing as the cause of significant delays in formal solicitation process. When proposals and bids require a cure, Procurement sends out a "Notice to Cure" to Proposers and Bidders who are then given additional time to correct, complete, and re -submit the required documents. The process of curing is time intensive and delays the procurement of necessary goods and services for the City; it prolongs the due diligence review period and it stalls and delays the evaluation and selection process, resulting in the extension of time between the issuance of an RFP, RFQ, RFLI, IFB, ITB, ITQ, or RFS solicitation and its award date. City of Miami APM 2-19 Elimination of Curing Irregularities in Documents Submitted for RFQs, RFPs, RFLI's IFBs, ITBs, ITQs and RFS Eliminating the process of curing will streamline and improve the overall procurement solicitation process while making it more efficient by removing a source of delay, and more effective by concentrating due diligence reviews only on complete and responsive proposals and bids. Additionally, it is not a common procurement industry practice to allow cures. Other local public agencies such as Miami -Dade County and the Miami -Dade County Public School System do not presently allow cures in such similar instances. GUIDELINES: Procurement will only review and evaluate proposals and bids that have been deemed responsive. Responsive bids and proposals responses are defined by our Procurement Code.' Prospective Proposers and Bidders should understand that non -responsive proposals or bids will not be reviewed and will be eliminated from the evaluation and selection process. The City will not consider the curing of any proposal or bid that fail to meet the minimum qualifications or submission requirements of an RFQ, RFP, RFLI, IFB, ITB, ITQ, or RFS as applicable. Material deficiencies, deviations, irregularities, omissions, and/or technicalities are not waivable. Proposals and bids submitted with deficiencies, irregularities, omissions, and/or technicalities that deviate from the minimum qualifications and/or submission requirements for RFQs, RFPs, RFLIs, IFBs, ITBs, ITQs and RFS shall result in a non -responsive determination. The following list includes, but is not limited to, proposal and bid deficiencies, deviations, irregularities, omissions, and/or technicalities that shall result in a non -responsive determination for any solicitation issued on or after May 6, 2019: If a proposal or bid is missing forms, or contains unnotarized forms, unsigned forms, incorrect forms, or forms signed by any individual, other than the Proposer or Bidder, Proposer's or Bidder's team members, and/or individuals attesting to the stated project experience, the Proposer or Bidder will not be given time to cure the proposal or bid, and the City shall deem such proposal or bid non -responsive. The City, at its sole discretion, reserves the right to waive minor deviations not listed above. Such minor deficiencies, deviations, irregularities, omissions, or technicalities may be timely cured by the Proposer or Bidder, at the sole discretion of the City. Material (i.e. substantial or notable) deficiencies, deviations, irregularities, omissions, or technical issues cannot be cured by the Proposer or Bidder and are not waivable by the City. For illustrative guidance please see below an excerpt from State of Florida procurement instructions which discuss the difference in plain language between material and minor variances. Responsive bidder, proposer, offeror, or respondent means a business which has submitted a bid, offer, proposal, quotation or response which conforms in all material respects to the solicitation. Sec. 18-73, City Code. (Excerpt from 2012 WL 1155290 (F1a.Div.Admin.Hrgs.) Mandatory Responsiveness Requirements: Terms, conditions or requirements that must be met by the proposer to be responsive to this RFP. The responsiveness requirements are mandatory. Failure to meet the responsiveness requirements will cause rejection of a proposal. Any proposal rejected for failure to meet mandatory responsiveness requirements will not be evaluated. 2 City of Miami APM 2-19 Elimination of Curing Irregularities in Documents Submitted for RFQs, RFPs, RFLI's IFBs, ITBs, ITQs and RFS 1.15 Material Deviations: The Department has established certain requirements with respect to proposals to be submitted by Proposers. The use of shall, must or will (except to indicate simple futurity) in this RFP indicates a requirement or condition which may not be waived by the Department except where any deviation therefore is not material. A deviation is material if, in the Department's sole discretion, the deficient response is not in substantial accord with this RFP's requirements, provides an advantage to one Proposer over other Proposers, or has a potentially significant effect on the quantity or quality of items or services proposed, or on the cost to the Department. Material deviations cannot be waived and shall be the basis for rejection of a response. Because this is an RFP, the Department will apply this definition liberally in reviewing responses in regard to service delivery. 1.16 Minor Irregularity: A variation from the RFP terms and conditions which does not affect the price proposed or gives the proposer an advantage or benefit not enjoyed by the other proposers or does not adversely impact the interests of the Department. 3 REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO SUCCESSFUL PROPOSER FOR THE USE OF ADVERTISING SPACE ON THE CITY OF MIAMI TROLLEY SYSTEM REVOCABLE LICENSE AGREEMENT This Revocable License Agreement (hereinafter referred to as the "Agreement") made effective this day of 2022, by and between the City of Miami, a municipal agency, hereinafter referred to as the "City", and Outfront Media Group LLC, a for profit company registered and authorized to transact business in this State under the laws of the State of Florida hereinafter referred to as the "Licensee". RECITALS WHEREAS, the City requires the services of a Firm to provide management services for trolley advertising product the City wishes to pursue currently and, in the future, (the "Services"); and WHEREAS, the City, on March 21, 2022, issued Request for Proposals 1208386 ("RFP"), a copy of which in its final amended form is attached as Exhibit A hereto an made part hereof, to engage the services of a firm with adequate staff and experience to perform the Services; and WHEREAS, the Licensee's response to RFP 1208386, as amended, a copy of which is attached as Exhibit B ("Proposal"), was selected as the most qualified proposal for the Services; and WHEREAS, the City and Licensee "the Parties" desire and intend to enter into a Revocable License Agreement for the use of the City owned Trolleys; and WHEREAS, this Agreement is personal to the named Licensee and is not assignable or otherwise transferable; and and WHEREAS, this Agreement does not transfer an interest in property owned by the City; WHEREAS, this Agreement does not confer a right to use the Property for any general purposes; and WHEREAS, this Agreement allows only certain, enumerated, specific, listed permitted uses, and does not permit anything further; and WHEREAS, the Parties jointly, knowingly, and voluntarily stipulate as to the accuracy of these recitals; and WHEREAS, the Miami City Commission, by Resolution No. , passed and adopted on 2022, approved the selection of the Licensee for the provision of the Services; and 1 NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows: 1. Recitals. The above recitals are true and correct and hereby incorporated into and made a part of this Agreement 2. Definitions. A. "Applicable Laws" means all applicable Federal, State, County, Local, and City Laws, the latter including, without limitation, the City Charter and City Code, Miami 21 Code — the Zoning Ordinance of the City, Miami -Dade County and City of Miami Sign and Mural Codes and Regulations. "Applicable Laws" additionally means compliance with all applicable laws and their submittal, review, permitting, and approval requirements. B. "Area" or "Site" shall mean property facades located on the City of Miami Trolley fleet. The Property, Area or Site is acknowledged to be in "AS IS" condition and no representation, description, or affirmation is made as to its suitability, accessibility, viability, condition, or in respect to any other characteristics or features. C. "City Manager" is the City Manager of the City of Miami. D. "Director" shall mean the Director of the Department of Public Works and Resilience for the City of Miami. E. "Effective Date" shall mean the date that this Agreement is executed by the Executive Director. In the event the Effective Date does not fall on the first day of the month, the Effective Date shall be adjusted to be the first day of the following month. F. "Emergency" shall mean any occurrence, or threat thereof, whether natural, technological, or man-made, in war or in peace, which results or may result in substantial injury or harm to the population or substantial damage to or loss of property. G. "Net Revenues" shall mean all income actually collected by the Licensee from the sale of advertising on the Site during the Contract Period, less: (i) any commissions paid by Licensee to advertising agencies, not to exceed 15%; (ii) any taxes paid or payable by the Licensee in connection with the Site other than income taxes; (iii) any revenue share, permit fee, copy change fee or other similar payment required to be paid to any governmental authority or agency as a condition of receiving and maintaining all required permits, consents, approvals and other authorizations of any type or nature from the appropriate governmental authorities for use of the 2 Site to erect and maintain the Sign(s) and to post advertisements thereon; and (v) the actual cost of production, posting, and removal of advertising copy if and only to the extent, not paid by the advertiser. H. "Hazardous Material Laws" means all applicable requirements of federal, state and local environmental, public health and safety laws, codes, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of 1975. I. "Permitted Uses" shall mean the licensed use of the facades for "exterior or interior" advertising on or in the trolley vehicles expressly defined in the Specifications in the Request for Proposals. These Specifications are deemed as being incorporated by reference herein as Supplemental Terms; providing, however, that if this Agreement and the Specifications conflict in any manner this Agreement shall govern and control. J. "Property" shall mean the City -owned property and improvements known as the City of Miami Trolley Fleet K. "Third Party Businesses/Advertisers" shall mean those businesses or advertisers who wish to enter into an agreement with the Firm, to promote its good or services for sale or rent, on the trolleys. 3 3. Priority of Provisions If there is a conflict with this Agreement and the RFP, this Agreement shall prevail. If there is a conflict with this Agreement and the Proposal, this Agreement shall prevail. If there is a conflict with the RFP and the Proposal, the RFP shall prevail. Any conflicts between the Agreement and the RFP and the Proposal will be resolved as set forth in this Article 4. The City reserves the right to resolve any contradictions and to correct any errors contained in its proposal documents, provided such corrections do not adversely affect the Licensee's rights hereunder. Any conflicts between the RFP and Addenda shall be resolved in favor of the provisions of the Agreement. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into the Agreement documents by reference, an any term, statement, requirement, or provision of the Agreement documents, the following order of precedence shall apply: govern (1) In the event of conflicts in the Agreement documents the priorities stated below shall (a) Revisions (Amendments) to the Agreement which are executed by each of the City and the Licensee shall govern the Agreement. (b) The Agreement shall govern over any Addendum to the RFP, the RFP, and the Proposal. 4. Use Period Subject to the fact that this Agreement is revocable at the will of the City Manager, for convenience and for no cause at any time, and confers the term of this agreement shall be three (3) years of operation of service commencing on the Effective Date of this Agreement. The City retains the option to extend this contract for two (2) additional two-year periods or until cancellation or termination pursuant to Section 21 herein. Each renewal of this Contract is subject to the continued satisfactory performance and compliance with the specifications, terms, and conditions, as established in the RFP as determined by the City in tis reasonable discretion. All activities as described in the Scope of Services which are applicable to this Agreement shall be undertaken, performed and completed within the term provided herein. 5. Continuous Duty To Operate Except where the Area is rendered unusable by reason of fire, flood, or other casualty, 0 Licensee shall at all times during this Agreement, use the Area only for the permitted uses upon the Effective Date and shall thereafter continuously conduct operations only for the permitted uses in the Area in accordance with the terms of this Agreement. 6. Monthly Percentage of Total Net Revenue A. Percentage of Total Monthly Net Revenue Licensee shall pay the City, monthly, sixty percent (60%) of total monthly net revenue,("Percentage of Total Monthly Net Revenue"), payable as set forth in Section 6(B) and 6(C) below. Net Revenues shall not be reduced by: (i) the amount of any sales or excise tax levied upon any sales, rentals and/or services or any other lawful assessments, levies, charges or impositions (hereinafter the Impositions) levied on the Area, Site, and/or Property or the Licensee as a result of or by virtue of this Agreement rendered and payable to the appropriate governmental authority; (ii) There shall be no off sets or deductions subtracted from the Net Revenues for any Impositions (i.e., including, without limitation, sales and use taxes, occupational licenses, certificate and permit fees and similar costs and charges, or from earned interest or other interest income arising by virtue of or related to this Agreement). B. Pre-Pavment of Deferred Revenues At the commencement of this Agreement, Licensee agrees to pre -pay the City, Five Hundred Thousand Dollars ($500,000.00) of deferred revenue, to be applied towards the mandated Percentage of Total Monthly Net Revenue payment due to the City as per Section 6(A) above. The Licensee shall submit proper reporting as designated by the City and that may be required in support of the Percentage of Monthly Net Revenues deducted from the pre -payment of deferred revenue. Upon the depletion of the deferred revenue, the Licensee shall send monthly payments as described in both Sections 6(A) and 6(C) herein. C. Manner of Pam Commencing with the tenth (10t') day of each month and every month thereafter during the term of this Agreement (and after the termination or expiration thereof for such additional periods as may be necessary to comply with this Section), Licensee shall provide the City a statement of its Net Revenues signed by an authorized corporate officer or authorized manager of Licensee for the month, and shall pay to the City the applicable sixty percent (60%) of total monthly net revenue as provided in Section A herein above, plus State of Florida Use Tax, as applicable. The Monthly Percentage of Net Revenue shall be made payable to "City of Miami" and shall 5 be mailed to 444 SW 2nd Avenue, Wh Floor - Finance, Miami, Florida 33130, Attn: Account Receivables, or by way of ACH/Wire transfer as designated by the City. 7. Late Fee In the event any Monthly Installment of the Net Revenues is not fully received by the City on or before the tenth (10') day of the month, Licensee shall pay to the City a late fee in an amount equal to eighteen percent (18%) per annum of the respective Net Revenues on the unpaid portion of the Monthly Payment of the Net Monthly Revenues. Such late fee shall constitute additional fees due and payable to the City by Licensee upon the date of payment of the delinquent payment referenced above. Acceptance of such late charge by the City shall, in no event, constitute a waiver or an accord of Licensee's violations with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 8. Returned Check Fee In the event, any check is returned to the City as uncollectible, the Licensee shall pay to the City a returned check fee "Returned Check Fee" based on the following schedule; Returned Amount Returned Check Fee $00.01 - 50.00 $20.00 $50.01 - 300.00 $30.00 $300.01 - 800.00 $40.00 OVER $800 5% of the returned amount. The Returned Check Fee shall constitute additional fees due and payable to the City by the Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fee by the City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 9. Guarantee Deposit Simultaneously with the execution of this Agreement, the Licensee shall deposit with the City a Guarantee Deposit in the amount of Ten thousand dollars ($10,000.00) as guarantee for the full and faithful performance by Licensee of all obligations of Licensee under this Agreement or in connection with this Agreement. If Licensee is in violation (as provided in Section 21 or other 0 applicable provision herein) beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Guarantee Deposit for the payment of: (i) any fee, cost, or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by City on Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which the City may expend or be required to expend as a result of Licensee's violation(s). The use, application, or retention of the Guarantee Deposit or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise. At any time or times when the City has made any such application of all or any part of the Guarantee Deposit, the Licensee shall deposit the sum or sums equal to the amounts so applied by the City within ten (10) days of written notice by the City. Provided Licensee is not in violation of this Agreement, the principal of the Guarantee Deposit or balance thereof, shall be returned to Licensee upon the termination of this Agreement or upon any later date after which Licensee has vacated the Area or Property in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Guarantee Deposit (or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to the Guarantee Deposit. Licensee shall not be entitled to receive any interest on the Guarantee Deposit. 10. Accounting Records All records and accounts including invoices, bank statements or duplicate deposit slips, and all other supporting records, shall be available for inspection and audit by the City and its duly authorized agents or representatives during business hours, and shall be maintained in accordance with generally accepted accounting principles. The Licensee shall comply with 18-100, 18-101 and 18-102 of the City of Miami Code, which are deemed as incorporated by reference herein. The Licensee shall keep and preserve, or cause to be kept and preserved, said records for not less than thirty-six (36) months after the termination of this Agreement. For the same period of time, Licensee shall also retain copies of all sales and tax returns covering its operations at the Property Area, in its local office of operations, and any other governmental tax or other returns, which show the Licensee's reasonable sales therein, and shall, upon demand, deliver photographic copies thereof to the City at no cost. The Licensee will cooperate with the City's internal auditors and/or such other auditors 7 designated by the City in order to facilitate the City's examination of records and accounts. If such examination of records and accounts shall disclose a liability for additional Percentage Fees more than the Percentage Fees theretofore paid by the Licensee for the period in question, the Licensee shall promptly pay such additional Percentage Fees. If such examination of records and accounts shall disclose an overpayment of the Percentage Fees theretofore paid, the City shall promptly credit the excess to the Licensee. However, upon the cancellation of termination of the License Agreement, and provided Licensee is not in violation of this Agreement, if such overpayment has not been fully credited by the City, the City shall pay the Licensee the balance of the outstanding overpayment within thirty (30) days of such cancellation or termination. 11. Grant of Licensing Rights The City hereby grants to the Licensee during the term of this Agreement the exclusive authority to market, negotiate, manage, inspect and sell advertising on the trolleys where the Advertisement Program exists, and to negotiate and execute agreements with Third Party Businesses/Advertisers with respect to advertisements on the trolleys in connection with the City's Advertisement Program. The Licensee and/or Third -Party Businesses/Advertisers will retain ownership of any personal property, trade fixtures, equipment and other temporary installations where advertising is deemed to be installed, erected or affixed thereto. However, the Licensee shall be required to remove the same upon the expiration of this Agreement. Furthermore, the Licensee shall be required to repair all damages to the trolleys caused by such installation and removal, at the Licensee's and/or the communications operators' expense, normal wear and tear accepted. At all times during the term of this Agreement and/or any other agreement with the City concerning the Advertisement Program, the Licensee and the Third -Party Businesses/Advertisers shall not destroy, deface, damage, impair, or remove any part of the trolleys therein belonging to the City, nor permit any person under its control to do so. Nothing herein contained shall be construed as an intention to grant, or as a grand of, any rights of any exclusive nature or paramount to any rights, permits or licenses heretofore or hereinafter granted or conveyed by the City, except for the exclusivity of the rights granted in the foregoing paragraph. This Agreement shall not be assigned, nor shall any of the Licensee's duties be delegated or subcontracted to any third -party without the City Manager's express written consent, in the City Manager's sole and absolute discretion, provided, however, the City's consent shall not be required for an assignment by the Licensee to (i) to an entity controlling, controlled by, or under 0 common control with, the Licensee, (ii) in connection with a sale by the Licensee of all or substantially all of its business or assets (regardless of the form of transaction through which such result is achieved), and (iii) as a collateral assignment to its senior secured lenders. Notwithstanding the foregoing, and as specified in this Agreement, Licensee shall be entitled to market, solicit, negotiate, and prepare agreements with Third -Party Businesses/Advertisers for the installation of advertising in or on the trolleys and to administer such agreements, as provided in this Agreement. However, the City Manager, or designee, shall review and approve or disapprove the advertising copy sent by Third -Party Businesses/Advertisers to be posted on the trolleys, in its reasonable discretion. The Licensee hall provide the City with a copy of such advertising copy for review and the City shall have three (3) business days from receipt to either approve or disapprove such advertising copy. If the City does not respond within such three (3) business day period, the advertising copy provided shall be deemed approved by the City. The City may only withhold its approval of a proposed advertising copy if, in the City's reasonable discretion, the proposed advertisement is pornographic, obscene, lewd, indecent or otherwise offensive or objectionable to public morals. In the event that any agreement with any Third -Party Businesses/Advertiser is terminated prior to the expiration of its initial term or option periods for any of the trolleys, the Licensee shall use it commercially reasonable efforts to replace the previous Third -Party Business/Advertiser with a new Third -Party Business/Advertiser. The term of the agreements with the new Third -Party Business/Advertiser shall be determined by the Licensee in its reasonable discretion. The Licensee shall not be liable to the City for the monetary default by a Third -Party Business/Advertiser of its obligations under its advertising agreement with the Licensee. However, in the event of a termination of default by any Third -Party Business/Advertiser, the Licensee shall use commercially reasonable efforts to find a replacement advertiser on the trolley. 12. Condition of the Property and Maintenance Licensee accepts the Site, Area or Property "as is"/"where is" in its present condition and state of repair and without any representation by or on behalf of the City, and agrees that the City shall, under no circumstances, be liable for any latent, patent, or other defects in the Area or Property. Licensee, at its sole cost, shall maintain the Area or Property in good order, repair at all times, and in k e e p i n an attractive, clean, safe and sanitary condition, and shall suffer no waste or injury thereto. Licensee shall be responsible for all repairs to the Area or Property required or caused by Licensee's use of part thereof. Licensee agrees to make all changes necessary to the Area or Property at Licensee's sole expense in order to comply with all City, County and State Code requirements for Licensee's occupancy thereof. 13. Alterations, Additions or Replacements Except in the event of an emergency, Licensee shall not make any repairs prior to receiving written approval from the City Manager or designee; said approval may be conditioned or withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration will affect the cost of services being provided by the City. If the City Manager or designee approves such request, no repairs or alterations shall be commenced until plans and specifications have been submitted to and approved in writing by the City Manager or designee. The Licensee shall be solely responsible for applying and acquiring all necessary permits, other governmental approvals and consents including but not limited to, building, sign, and zoning permits. The Licensee shall be responsible for any and all costs associated with any alterations including, but not limited to, design, construction, installation, and permitting costs. All alterations to the Site, Area or Property (i.e., advertising structure and lights), whether by or at the expense of the Licensee, unless otherwise provided by written agreement of the parties hereto, shall remain the property of the Licensee, unless not removed within thirty (30) days after the expiration of the term or any extensions thereof and shall remain and be surrendered with the Area or Property. All alterations must be in compliance with all statutes, laws, codes, ordinances, rules, regulations, permitting requirements and required approvals of the United States, State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Site, Area or Property as they presently exist and as they may be amended hereafter. Specifically, the Licensee shall always comply with applicable federal, state and local laws, permits, rules and regulations inclusive of all City and County Regulations pertaining to Murals and Signs. Wraps will only be allowed under the circumstances whereby appropriate permits and approvals were previously issued to the Licensee. In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and shall immediately notify the City Manager or designee of such work. 14. Violations, Liens, and Security Interests 10 The Licensee shall not incur or permit any statutory, equitable, laborers, material person, or construction liens to be filed against the title to the Property, nor against any Alteration by reason of work, labor, supplies, equipment, services, or materials supplied to the Licensee or anyone having a right to possession or use of the Property. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or material man for the performance of any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Property or Area nor as giving the Licensee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any construction liens against the Property. If any construction lien shall at any time be filed against the Property, the Licensee shall cause it to be discharged of record within fifteen (15) days after the date the Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a construction lien within that period, then in addition to any other right or remedy available to the City, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu thereof. Additionally, the City may compel the prosecution, dismissal, and/or defense, as applicable, of an action for the foreclosure of the construction, mechanics, equitable, or similar lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor (with interest, costs and allowances), with the understanding that all amounts paid by the City shall constitute additional payments due and payable under this Agreement and shall be repaid to the City by the Licensee immediately upon rendition of any invoice or bill by the City. The Licensee shall not be required to pay or discharge any statutory, equitable, laborers, supplies, material persons or construction lien so long as (i) the Licensee shall in good faith proceed to contest and controvert the lien by all appropriate proceedings; (ii) the Licensee shall have given notice in writing to the City of its intention to contest the validity of the lien; and (iii) the Licensee shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred ten percent (110%) of the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection therewith. Licensee further agrees to, at its own expense, to defend (at its own cost and expense), save, and hold City harmless, its officials and employees, from, and to indemnify, defend and hold harmless the City of Miami, if applicable, jointly and severally against, any and all claims, demands and 11 expenses, including reasonable attorney's fees, by reason of any claims, liens, or encumbrances of any contractor, subcontractor, material person, supplier, laborer or any other third person with whom Licensee has contracted or otherwise is found liable to pay for, in respect to the Area, Site or the Property. This Section shall survive the cancellation/expiration of the Agreement. 15. City Access to Trolleys The City shall have access to and entry into the Property at any time to (a) inspect the Property, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations, and (d) for other purposes as may be deemed necessary by the City Manager or designee; provided, however, that the City shall make a diligent effort to provide at least twenty-four (24) hours advance notice and Licensee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, liability, destruction, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The conducting of periodic inspections or the failure to do so shall not impose upon the City any liability of any kind whatsoever nor relieves the Licensee of any responsibility, obligations or liability assumed under this Agreement. 16. Indemnification and Hold Harmless Licensee shall indemnify, defend (at its own cost and expense), save and hold harmless the City of Miami (as applicable) and its officials, employees, for claims (collectively referred to as "Indemnitees"), jointly and severally, and each of them from and against all losses, costs, penalties, fines, damages, claims, expenses (including attorneys' fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the services contemplated by this Agreement (whether active or passive) of Licensee or its employees or subcontractors (collectively referred to as "Licensee") regardless of whether is caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of them, or (ii) the failure of the Licensee to comply materially with any of the requirements herein, or the failure of the Licensee to conform 12 to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement. Licensee expressly agrees to indemnify, defend, and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Licensee, or any of its subcontractors, as provided above, for which the Licensee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Licensee further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, code, ordinance, order, rule, regulation, condition, or requirement, related directly to Licensee's negligent performance under this Agreement, compliance with which is left by this Agreement to Licensee, and (ii) any and all claims, and/or suits for supplies, equipment , labor and materials furnished by Licensee or utilized in the performance of this Agreement or otherwise. In the event that any third -party asserts claims against the Licensee and/or the Indemnitees for which Licensee is defending the Indemnitees relating to the services provided, Licensee shall have the right to select its legal counsel for such defense, subj ect to the approval of the City Attorney, which approval shall not be unreasonably withheld. It is understood and agreed that in the event that counsel selected by Licensee charges rates greater than those customarily paid by the City at the time that such claim is asserted, the parties shall, in good faith, attempt to agree upon such rates notwithstanding that the payment of such rates remains the responsibility of the Licensee . Licensee's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination/expiration of this Agreement. Licensee understands and agrees that any and all liabilities regarding the use of any subcontractor or consultant for Services related to this Agreement shall be borne solely by Licensee throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. The granting of this Agreement is acknowledged by Licensee as good and sufficient consideration for its obligations under this Section. 17. Insurance Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the term of this Agreement, the insurance as set forth in Exhibit "M attached hereto and made a part hereof. 13 18. No Liability In no event shall the City be liable or responsible for injury, loss, destruction, or damage to the personal or other property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its officers, agents, employees, invitees or patrons occurring in or about the Area or Property that may be stolen, destroyed, or in any way damaged, including, without limitation, vandalism, theft, fire, flood, steam, electricity, gas, water, rain, which may leak or flow from or into any part of the Area or Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning ,or lighting fixtures of the Area or Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Area or Property or upon other portions of the Property or from other sources. Licensee indemnifies, holds harmless and agrees to defend (at its own cost and expense) the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Area or Property, Licensee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Area or Property. Licensee's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination/expiration of this Agreement. 19. Safety Licensee will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by these laws, rules, regulations and ordinances. Licensee shall have no recourse against the City, its agents, or representatives from the occurrence, non- occurrence or result of such inspection(s). Upon issuance of a notice -to -proceed, the Licensee shall contact the Risk Management Department at (305) 416-1800 to schedule the inspection(s). 20. Cancellation by Request of Either of the Parties Without Cause 14 This Agreement conveys no express or guaranteed term; either party may cancel this Agreement, for convenience and for no cause at any time after one (1) year after the first receipt of percentage of net revenue, as provided in Section 6 by giving thirty (30) days written notice to the non -canceling party prior to the effective date of the cancellation. The Agreement shall, except as otherwise provided in the first year by this Section, be automatically cancelled, without the necessity of further action, the next day after the thirty (30) day period. Neither party shall have any recourse against the other for such a cancellation excepting the City may claim and collect, in all actions provided by law, use/Licensee fees and revenues accruing and/or due prior to the effective date of cancellation. 21. Termination The City Manager, on behalf of the City of Miami, reserves the right to terminate this contract by written notice to the Licensee effective the date specified in the notice should any one of the following apply: (1) The Licensee is determined by the City to be in breach of any of the terms and conditions of the Agreement and such breach is not cured within thirty (30) days of receipt of written notice thereof (or if such default is of the type that it cannot reasonably be cured within such thirty (30) day period, so long as the Licensee has diligently commenced to cure such default, such additional period of time required to cure such default not to exceed an additional thirty (30) days) or of any other Agreement the Licensee has with a Florida public agency beyond any applicable notice and cure period; (2) The City Manager has determined that such termination will be in the best interest of the City to terminate the Agreement for its own convenience upon thirty (30) days prior written notice; (3) Funds are not available or allocated to cover the cost of the goods and/or services reduction of funds or a change in applicable laws or regulations. The City's obligation is contingent upon the availability and allocation of appropriate funds and applicable regulations; and/or (4) The Licensee is debarred by the City or by another Florida public agency. In the event of a termination by the City, the Licensee shall have no recourse against the City other than payment of fees due to the Licensee prior to the effective date of cancellation. Neither the City, nor the Licensee, will be liable for lost profits, direct, indirect, special or other damages or for claims for loss of business, business or contract relations or any other claims or action other than 15 payment of fees due under the Agreement throughout the date of termination. 22. Notices All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to the City and Licensee at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: TO: Arthur Noriega V City Manager 444 SW 2nd Ave (loth Floor) Miami, FL 33130-1910 WITH A COPY TO: Annie Perez, CPPO Director, Department of Procurement 444 SW 2nd Avenue, 6t' Floor Miami, FL 33130-1910 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th floor Miami, FL 33130-1910 LICENSEE: Outfront Media Group LLC Attention: Pablo Cremaschi 8530 NW 23rd Street Doral, FL 33122 23. Hazardous Materials Licensee shall not use any hazardous materials without the City's prior written consent. The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, 16 environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials (for example, asbestos, PCBs, oil), substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively, "Hazardous Materials"), under any such laws, ordinances or regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Area or Property or required for the Licensee's use of any Hazardous Materials in or about the Area or Property in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon cancellation or revocation of this Permit, the Licensee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Area or Property by the Licensee or at the Licensee's direction, to be removed from the Area or Property and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. Licensee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Section of the License shall survive the cancellation or revocation of this License. The City represents that: (1) To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Area or Property; (2) To the best of its knowledge, there are no Hazardous Materials presently existing on the Area or Property. 24. Licenses, Authorizations and Permits Licensee shall obtain, or cause to be obtained, and maintain in full force and effect throughout the term of this Agreement, at its sole expense, all licenses, authorizations and permits that are necessary for Licensee to conduct its commercial activities. Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 17 25. Compliance with all Laws Applicable Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, ordinances, regulations, permits, orders, consents and similar approvals is a condition of this Agreement, and Licensee shall comply therewith as the same presently exist and as they may be amended hereafter. This is the sole duty of the Licensee and cannot be transferred to any third parry or entity. Deemed incorporated by reference, the Licensee acknowledges strict compliance will all applicable federal, state and local laws, ordinances, regulations and permits including but not limited to The Florida Building Code, the Miami -Dade County and City Sign Codes, the City of Miami Charter, City code and Miami 21 Zoning Ordinance, Chapter 479 of the Florida Statues, Chapter 33 Article IV of the Miami -Dade County Code of Ordinances and Chapter 62 Article XIII Division 5 of the City of Miami Code. This Agreement shall be construed and enforced according to the laws of the State of Florida. 26. Ownership of Improvements As of the Effective Date and throughout the Use Period, all vehicle improvements thereon shall be vested in the City. Furthermore, title to all Alterations made in or to the Area or Property, whether by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area or Property. Mural structure and lighting installed on the building by Licensee, shall at all times remain the property of Licensee, unless not removed within thirty (30) days of the expiration of the term or any extensions thereof. 27. Surrender of Area or Property In either event of cancellation pursuant to Section 20 or Section 21, Sale of Property, or at the expiration of the time limited by the notice of cancellation, Licensee shall peacefully surrender the Area, Site and the Property broom clean and in good condition and repair together with all alterations, fixtures, installation, additions and improvements which may have been made in or attached on or to the Area or Property. Upon surrender, Licensee shall promptly remove all its personal property, trade fixtures and equipment and Licensee shall repair any damage to the Area or Property caused thereby. Should Licensee fail to repair any damage caused to the Area or Property within ten (10) days after receipt of written notice from the City directing the required repairs, the City shall cause the Area or Property to be repaired at the sole cost and in expense of Licensee. Licensee shall pay the City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. At the City's option, the City may require Licensee to restore the Area or Property so that the Area or Property shall be as it was on the Effective Date. In the event Licensee fails to remove its personal property, equipment and fixtures from the Area or Property within thirty (30) days from receipt of notice from the City, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as the City sees fit, all at Licensee's sole cost and expense. 28. Severability It is the express intent of the parties that this Agreement constitutes a license and not a lease. To further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the application thereof to any circumstance, suggest that a lease, rather than a license, has been created, then such provision shall be interpreted in the light most favorable to the creation of a license and (ii) if any provision of this Agreement, or the application thereof to any circumstance, is determined by a court of competent jurisdiction to have created a lease rather than a license, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions of this Agreement shall not be affected thereby and shall continue to operate and remain in frill force and effect. With regard to those provisions which do not affect the parties intent for this Agreement, should any provision, section, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 29. Invalidity In the event that any non -material provision of this Agreement shall be held to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the 19 same shall remain in full force and effect. 30. No Assignment or Transfer This Agreement is personal to the Licensee. Licensee cannot assign, sell, pledge, grant, convey, encumber, dispose of or transfer, in whole or in part, its privilege of occupancy, or any restricted use or right granted unto it by this Agreement. Any assignment, sale, encumbrance, pledge, conveyance, or disposition of this Agreement or any interest therein by Licensee shall result in the automatic cancellation of this Agreement for cause under Section 21 by the City Manager. 31. Public Records A. Licensee understands that the public shall have access, at all reasonable times, to the City contracts, subject to the provisions of Chapter 119, Florida Statutes, as amended, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. B. Licensee shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement if the Licensee does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Licensee or keep and maintain public records required by the City to perform the service, if the Licensee transfers all public records to the City upon completion of the Agreement, the Licensee shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Licensee keeps and maintains public records upon completion of the Agreement, the Licensee shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. C. Should Licensee determine to dispute any public access provision required by Florida 20 Statutes, then Licensee shall do so at its own expense and at no cost to the City. IF THE LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LICENSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSkMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE LICENSEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 32. Conflict of Interest Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. sea.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Licensee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 33. Americans with Disability Act Licensee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 34. Nondiscrimination In the performance of this Agreement or any extension thereof, Licensee and/or its authorized agents shall not discriminate in connection with its occupancy and use of the Area or 21 Property and improvements thereon, or against any employee or applicant for employment because of sex, age, race, color, religion, ancestry or national origin. Licensee and/or its authorized agents will take affirmative action to ensure that minority applicants are employed and that employees are fairly treated during employment without regard to their sex, age, race, color, religion, ancestry, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation. 35. Community Small Business Enterprise Licensee shall make every good faith effort to purchase/contract five percent (5%) of its annual goods and services requirements from Miami -Dade County Certified Community Small Business Enterprises as are defined in Section 18-89 of the City Code. 36. Amendments and Modifications No amendments or modifications to this Agreement shall be binding on either party unless in writing, approved as to form and correctness by the General Counsel, and signed by both parties. The Executive Director is authorized to amend or modify this Agreement as authorized. 37. Venue/Attorney(s)' Fees Venue in all civil actions or other proceedings between the parties shall be in a court of competent jurisdiction within Miami -Dade County, Florida. In the event it becomes necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees through all administrative, regulatory, trial and appellate levels. 38. Litigation/Mediation Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief as may be available under Florida law. Each parry shall bear their own respective costs and attorney's fees. 39. Waiver of Jury Trial 22 The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and Licensee entering into the subject transaction. 40. Waiver of Restrictions Any waiver by either party or any breach by either party of any one or more of the restrictions, terms, requirements, duties, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure on the part of the City to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to prevent the City from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the City and Licensee. 41. Time of Essence It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of said period or the date of performance shall be extended to the next business day thereafter. 42. No Interpretation Against Draftsmen The parties agree that no provision of this Agreement shall be construed against any particular party and each party shall be deemed to have drafted this Agreement. 43. Further Acts In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the parties, the parties each agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds and assurances as 23 may be necessary to consummate the transactions contemplated hereby. 44. Third Party Beneficiary This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled to claim or enforce any rights hereunder. There are no express or implied third -party beneficiaries. 45. No Partnership Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venture of the other. The City is not a guarantor or surety of the Licensee or of any third party. 46. Headings Title and Section headings are for convenient reference and are not a part of this Agreement. 47. Authority Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. 48. Entire Agreement This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly set forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. 49. Special Provisions This Agreement is the result of negotiations between the parties and has been typed/printed by one (1) party for the convenience of both parties, and the parties covenant that this Agreement shall not be construed in favor of or against either of the parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day M] and year first above written. ATTEST: Print Name: Title: (Corporate Seal/Notary) ATTEST: By: Todd B. Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: I0 Victoria Mendez City Attorney an go 25 Outfront Media Group LLC, a for profit corporation authorized to conduct business in Florida Print Name: Title: (Authorized Corporate Officer) The City of Miami, a municipal agency of the State of Florida Arthur Noriega V, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Risk Management Director EXHIBIT A RFP 1208386 91 EXHIBIT B OUTFRONT MEDIA PROPOSAL RESPONSE 27 EXHIBIT C SCOPE OF WORK/SPECIFICATIONS INTRODUCTION The City of Miami, herein referred to as the City, is soliciting proposals from experienced parties that will develop and manage a revenue advertising program for the City's Trolley Vehicles. With approximately 55 City -owned Trolleys and 13 existing routes, the City's Trolley System consists of over 122 route miles in length while providing connection to approximately 53 Miami -Dade County MetroBus routes, 11 MetroRail Transit hubs, and 2 connections to the municipal trolley networks of Coral Gables and West Miami. The City's Trolley network primarily serves to augment the existing regional transit system provided by Miami -Dade County via the MetroBus, MetroRail, and MetroMover, and provides a premium public transportation service to the communities and neighborhoods within the City of Miami. Through this RFP, the City's primary goals are to: 1. Establish a contract with a single Proposer that will sell advertising, 2. Install, maintain, and remove advertising devices on Trolley vehicles; and 3. Generate revenue for the City. DEFINITIONS The following words and expressions used in this Solicitation shall be construed as follows, except when it is clear from the context that another meaning is intended: 1.) Advertising Devices: the specific advertising format used — print, digital, etc. 2.) Advertising Materials: the design and content of the said advertisement. 3.) Contract or Agreement: collectively the terms and conditions, scope of services, all appendices and attachments hereto, all amendments issued hereto, RFP 1208386, and all associated addenda and the Successful Proposer's Proposal. TROLLEY ROUTES 1. Health 2. Stadium District 3. Brickell 4. Biscayne 5. Overtown 6. Allapattah 7. Coral Way 8. Little Havana 9. Coconut Grove 10.Wynwood 11.Little Haiti 12.Flagami W. 13.Liberty City The current operating hours for Trolley services vary from 6:30 AM — 11:00 PM, seven (7) days a week. The Trolleys may also be used to provide transportation services for special events, or have extended service hours, at the City's sole discretion. The Trolley services approximately 14,800 riders per day. See Attachment D — Trolley Routes and Maps for additional route details. TROLLEY VEHICLE DESCRIPTION The City currently owns fifty -further (55) Classic American Trolleys, ranging from 27' to 33' in length and 134" in height, with a seating capacity of approximately 25 to 35 passengers each. All trolley vehicles are manufactured in compliance with all Federal Transit Administration (FTA) and Florida Department of Transportation (FDOT) specification requirements for public transit vehicles and in compliance with the City's desired vehicle specifications. These specifications include air- conditioned interiors, oak -slat bench seating, oak wood interiors, brass railings, electric wheelchair lifts, and foldout wheelchair ramps. The exterior paint scheme of the trolleys includes orange, green, and white colors/markings which are the City's official colors along with the Miami Trolley banner positioned on each lateral side of the vehicles. TROLLEY ADVERTISING PROGRAM The Successful Proposer will manage a transit advertising program in the form of: 1. Taillight advertising panels; 2. Exterior full back advertising; 3. Exterior side advertising; and/or 4. Interior advertising posters/panels. Although exterior advertisements on the trolley are allowed, the City's desire is to maintain a clean and attractive exterior appearance, free of visual clutter which could potentially detract from the image and unique aesthetic characteristics of the Classic American Trolley design. The trolley advertising program is subject to the following specifications and provisions: The Right To Change Trolley Operation: The City has the right to make changes to the trolley operation at any time. Such changes can include, but are not limited to, changes to service alignments, stop locations, hours of operations, number of trolleys in services, areas served, fare structure, fare collection system, and terminating trolley service for convenience. Advertising Material: The advertising material should be static, non -glaring, and must conform to all applicable City, County, State, and Federal laws for motorized vehicle operation on public right- of-way. Advertising should not cause temporary or long-term damage or harm to trolley vehicles, trolley vehicles, trolley riders, city residents, or other users of the transportation system. The City is not liable for any damages or lawsuits arising out of trolley advertising. Right To Refuse Unacceptable Advertising: The purpose of this advertising program is to 29 maximize the revenues of the City's trolley system and not to create a public forum for the public discussion of political or controversial issues. This advertising may include the promotion of the City and surrounding areas as destinations for tourists or future development. The City reserves the right to refuse any advertising that does not conform to the City and to any applicable requirements of the Federal Transit Administration (FTA), the Florida Department of Transportation (FDOT), and any other governmental agency with authority to regulate this usage on public right-of-way. The City reserves the right to refuse advertising that is not presented to the City at least three (3) business days before the requested start date. The City may, at its sole discretion, refuse to place and install other advertising that it deems to be inappropriate considering the purpose and intent of this advertising program. The City reserves the right to withhold its approval of a proposed advertising copy if, the City's reasonable discretion, the proposed advertisement is pornographic, obscene, lewd, indecent, or otherwise offensive or objectionable to public morals. Unsold Advertising Space: The Contractor shall keep all advertising spaces occupied with advertising materials at all times. Devices not used by paid advertising shall be filled in the following order of priority: 1. Transit information 2. City of Miami services information or self -promotion materials Any use of unsold advertising space may be pre-empted by cash sales. The Successful Proposer shall maintain a complete inventory of all unsold devices occupied by City advertising materials posted by the Successful Proposer. Successful Proposer shall be responsible for the installation and removal of City materials. The Successful Proposer shall provide the City with access to, at minimum, ten percent (10%) of the City -owned trolley fleet for City sponsored self -promotion announcements. The City will determine which vehicles to be used based upon the targeted market at the time. The City will define the length of said campaign to allow the Successful Proposer an opportunity to plan for the next paid advertising campaign. The Successful Proposer shall pay for the printing, installation, maintenance, and removal costs associated with the City self -promotional announcement posters. ADVERTISING CONTENT All advertising materials, advertising content and manner of presentation shall be subject to the approval of the City prior to installation, which may disapprove any such items at its sole discretion. The City is authorized to deny the placement of any advertisement, which may be detrimental to the aims, purposes, goals, or reputation of the City of Miami. The Successful Proposer shall remove from the vehicles, at is sole cost and expense, within three (3) days upon receipt of written demand, any advertising material that is disapproved, damaged, or becomes unsightly. Any advertising previously approved, which may subsequently be considered objectionable by the City shall likewise be removed. If the City requires the removal of previously 30 approved advertisements, the Successful Proposer shall be entitled to reasonable production costs incurred. The Successful Proposer shall provide written documentation verifying production costs and production expenditures. In the event that such disapproved material is not removed within the three (3) days upon receipt of written notice, the City may cause said material to be removed, and the Successful Proposer shall pay all related costs and expenses. The City shall not be liable for any damages in connection therewith. Refusal by the Successful Proposer to remove said material shall be considered a default of this Contract, which shall be considered as waived by the corrective action on the part of the City and reimbursement of all costs and expenses by the Successful Proposer. The Successful Proposer shall adhere to the generally accepted principles of advertising in relation to good taste and truth in advertising. The City will not accept advertising that directly or indirectly supports or opposes a particular candidate, political cause or issue that advocates or opposes a particular religion or religious belief. Acceptable advertising will be limited to that which proposes, directly or indirectly, a legal, commercial transaction that, in the sole discretion of the City, will reflect favorably upon the City's trolley system, its riders and the long-term use of this advertising space for the generation of revenues. Whenever a question arises as to the propriety of an advertisement, the Successful Proposer is required to submit the advertisement to the City for review, and subsequently, approval prior to installation. REPORTING Monthly Reports One a monthly basis, the Successful Proposer shall provide the City with reports that include, but not be limited to: a. Gross billings and net billings b. Inventory occupancy by vehicle c. Installations and removals of advertisement devices Year -End Report The Successful Proposer shall within ninety (90) days following each anniversary date of this Contract, submit to the City, a revenue report prepared and signed by an independent Certified Public Accountant (CPA) as to the Successful Proposer's operations under this Contract. While the City does not expect to request other reports on a routine basis, there may be instances when the City may require a special report as it relates to the contract services. The Successful Proposer shall provide all required reports to the City, in a format, frequency, and quantity acceptable to the City. In the event that the total amount paid by the Successful Proposer to the City at the end of the contract year was less than the percent of the Monthly Net Revenues required under this Contract, a 31 payment for the difference owed to the City shall be made by the Successful Proposer within thirty (30) days from written notification from the City to the Successful Proposer on the reconciliation outcome. AUDIO AND TEXT ADVERTISING The City at its sole discretion reserves the right to modify the advertisement device to include audio and text advertisement on its Trolley. The City at its sole discretion may award a contract to a different provider for said audio and text advertisement inside the Trolley vehicles. INSTALLATION, REMOVAL, AND DAMAGES The Successful Proposer shall reimburse the City for the cost as determined by the City of repairs for any damage caused by the Successful Proposer, its employees, subcontractors, and agents to transit vehicles or advertising devices including damages occurred due to the installation and/or removal of advertising devices. If the City makes repairs, the cost of the repairs shall include all materials and labor necessary to return the device or structure to its original condition. City labor cost for the repair shall be at the current rate for personnel completing the repair. The Successful Proposer shall restore transit vehicles to their original condition if any damage occurs while installing and/or removing of advertisement materials. If the Successful Proposer fails to restore the transit vehicles to its original condition, the City shall have the right to have repairs completed and requires the Successful Proposer to reimburse the City. Transit vehicle numbers must be visible at all times regardless of the advertisement on the vehicles, unless written approval is granted by the City. At no time shall advertisement materials be installed on the front of the transit vehicles. In the event that the Successful Proposer fails to conform with this regulation, the City, at its sole discretion, will be able to remove all or the portion of the advertising device(s) covering any part or all window area. The City shall have the right to seek monetary reimbursement for all costs associated with the removal of such device(s). All advertising materials shall be removed within seven days of its contract expiration date. All dated advertising materials shall also be removed within seven (7) days of the date shown on the advertisement. In the case that the Successful Proposer fails to remove such materials, the City can remove such advertisement materials at the sole cost to the Successful Proposer. PAYMENTS TO THE CITY The Successful Proposer shall pay the City a percentage of the Monthly Net Revenues from the date of the Notice to Proceed and through the termination date of the Agreement. See Attachment C — Revenue Proposal Form. 32 The Successful Proposer shall pay the City the final negotiated percentage of Monthly Net Revenues, by the 15th day of the calendar month following the month during which the Net Revenues were received or accrued via electronic payment (ACH/Wire). ACH/Wire information will be provided upon award and execution of this contract's Professional Services Agreement. Late payments shall be subject to a 15% late fee. LAWS, REGULATIONS, AND PERMITS Compliance: The Successful Proposer shall comply with all laws, ordinances, regulations, and rules of the City of Miami, Miami -Dade County, State of Florida and US Federal Government, which may be applicable to its operation under this Contract. Payment Obligations: The Successful Proposer shall pay all costs and expenses in connection with its operations under this Contract and the rights and privileges herein granted, including without limitation, permit, and license fees. The Successful Proposer shall assume and pay all personal property taxes levied or assessed against its property located on transit vehicles. The Successful Proposer may be required to report, and display evidence that all permit, excise, and license fees and personal property taxes have been paid. GENERAL MAINTENANCE The Successful Proposer agrees that its representatives and employees will not deface or damage any transit property or deposit or scatter any rubbish, waste, or litter in or about any transit vehicle or facility. The Successful Proposer will, at its own expense, promptly remove any rubbish, waste, and litter caused by any of its representatives or employees. The Successful Proposer will maintain, at its own expense, all advertising devices and the advertising materials clean and in good repair and free of graffiti at all times. The Successful Proposer, at its own expense, will take remedial action on any advertisement device -related complaint including graffiti, cleanliness, safety -related condition, etc. within 24 hours of verbal notification by the City. The City reserves the right to immediately remove any device or advertising material which may be hazardous or offensive to the public. The Successful Proposer shall be responsible, at its own expense, for all maintenance of advertising devices as needed, or as requested by the City. This maintenance shall include keeping in working condition all electrical components, repairing and/or repainting of frames, replacement of the acrylic covers, and the removal of any graffiti on them. The maintenance shall also include a thorough inspection of all hardware for loose electrical wires, frayed wires, loose poster frames, sharp edges, replacement of burnt out lamps, etc. The Contractor is sole responsible for ensuring that all electrical devices conform to standard safety measures and do not represent a hazard to any person. All parts and materials used in the maintenance of advertising devices shall become the property of the City. 33 Electric Power: The City may provide the electricity used for the operations and lighting of advertising devises at the sole discretion of the City. RECORDS The Successful Proposer shall keep and maintain an accurate record of all revenue collected from the sale or lease of advertisement space. The City will have the right to audit such records at any given time 34 EXHIBIT D INSURANCE REQUIREMENTS- TROLLEY ADVERTISEMENT I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami and Miami Dade County listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami and Miami Dade County listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 35 Retro Date Included V. Network Security and Privacy Injury (Cyber Liability) If Applicable Each Claim $1,000,000 Policy Aggregate $1,000,000 Retro Date Included Provider agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 36 ATTACHMENT C REVENUE PROPOSAL FORM The Proposer's net revenue schedule shall be submitted on this form, Attachment C, Revenue Proposal Form, and in the manner stated herein. PROPOSED PERCENTAGE OF MONTHLY NET REVENUES The Proposer shall propose a per month Percentage of Net Revenue for each year of the contract to include the two (2) additional one (1) year options to renew ("OTR"). The monthly percentage will stay firm throughout the stated contract year. Service and Year Percentage of Monthly Net Revenues Contract Year 1 - Trolley Advertisement Services Contract Year 2 - Trolley Advertisement Services Contract Year 3 - Trolley Advertisement Services First OTR - Trolley Advertisement Services Second OTR - Trolley Advertisement Services The Successful Proposer shall pay the City the final negotiated percentage of monthly gross revenue from the date of the Notice to Proceed and through the termination date of the Agreement. Payments shall be made no later than the 15th of the following month. Payments shall be made via electronic payment (ACH). Late payments may incur a 15% late fee. Failure to submit revenue proposal form as required shall disqualify Proposer from consideration. ATTACHMENT D TROLLEY SYSTEM & ROUTE MAP The Miami Trolley system is comprised of thirteen (13) routes and provides extensive transit coverage to the major population and employment cores of the City. All routes operate on Monday - Friday, eleven (11) routes operate on Saturdays, and six (6) routes operate on Sunday. The City's routes cover approximately 122 route miles and operate up to 16.5 hours per day. The frequency of service ranges from 15 minutes during peak time to 30 minutes during off peak periods. The Trolleys may also be used to provide charter service for special events, or have extended service hours, at the City's sole discretion. The Miami Trolley services approximately 14,800 riders per day with approximately 5.4 million riders per year as of 2019. TROLLEY ROUTES NUMBERS OF VEHICLES WEEKDAY HOURS OF OPERATION SATURDAY HOURS OF OPERATION SUNDAY HOURS OF OPERATION Health District 1 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM Stadium 2 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM Brickell 5/6 * * AM 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM 8:00 AM to 8:00 PM Biscayne 6/7 ** PM 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM 8:00 AM to 8:00 PM Overtown 1 6:30 AM to 8:00 PM Allapattah 5 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM 8:00 AM to 8:00 PM Coral Way 6 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM 8:00 AM to 8:00 PM Little Havana 5 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM 8:00 AM to 8:00 PM Coconut Grove 2 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM Wynwood 2 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM Little Haiti 3 6:30 AM to 8:00 PM 6:30 AM to 8:00 PM 8:00 AM to 8:00 PM Flagami 5 6:30 AM to 11:00 PM 6:30 AM to 11:00 PM Liberty City 2 6:30 AM to 10:00 PM ROUTE DESCRIPTIONS The first two routes, launched in February 2012, were the Health District and Stadium routes. These routes provide circulator services in the Health District neighborhood, which is second largest employment center in Miami -Dade County. The routes travel throughout the corridor, connecting various hospitals, clinics, courthouses and other civic facilities along the NW 12 Avenue Corridor, to the Miami Ballpark, and West Flagler Street. Launched in April 2012, the Biscayne and Brickell routes serve the eastern edge of the City of Miami along the US1 corridor, linking the major employment and population neighborhoods of North Coconut Grove, Brickell, the Financial District, Brickell Village, Brickell Key, the Central Business District (CBD), Edgewater, the Performing Arts District, the Design District and Midtown. Launched in July 2012, the Overtown route provides circulator services in the historically black Overtown neighborhood, connecting residents to the Health District, and Downtown, and providing intermodal transfers to the Miami -Dade Metrorail system at the Culmer and Overtown Metrorail stations. The Allapattah route was launched in November 2012 and provides a critical link between the Health District and Stadium, Overtown, and Biscayne routes. With service along the NW 20 Street, NW 3 Avenue and NW 14 Street corridors, the Allapattah route connects residents in the Allapattah, Health District, Wynwood, Overtown, Park West and Performing Arts neighborhoods. Coral Way was the seventh route launched, in October 2013. This route travels from Downtown Coral Gables, to Downtown Miami, and Port Miami. The route provides transfers to the Coral Gables trolley system at Ponce de Leon Boulevard, and to the Metrorail system at the Vizcaya, Brickell and Government Center stations. The route also provides a Park & Ride service, connecting the Miami Parking Authority surface parking lots SW 2nd Avenue, to Flagler Street and Biscayne Boulevard. The Coconut Grove, Little Havana and Wynwood routes were implemented in March of 2016. The Coconut Grove route serves as an extension of the Brickell trolley route south to the neighborhood of Coconut Grove, with a connection at Mercy Hospital, and provides a transfer at the Douglas Road Metrorail Station. The Little Havana route provides a one seat ride through the historic neighborhood and provides a connection from the Brickell Metrorail Station to the Magic City Casino, utilizing Flagler Street in the westbound direction and SW 8 Street in the eastbound direction. The Wynwood route serves the growing arts district within the City. The route provides connections at the Adrienne Arsht Center to existing Biscayne and Allapattah trolley routes and MetroMover Station, as well as a connection to the School Board MetroMover Station. Little Haiti is the eleventh route launched, in February 2018. This route provides service to the neighborhood north of 36t" Street and the Design District/Midtown area, south of 84t" Street, west of NE 2nd Avenue, and east of NW 2nd Avenue. The route will provide connectivity to the existing City of Miami's Biscayne and Wynwood Trolley routes in the Design District and Midtown area, as well as existing Metrobus service within the area. Flagami is the twelfth route launched in July 2018. This route provides service from the Miami Intermodal Center located on Northwest 215Y Street to West Flagler Street and Northwest 72nd Avenue. The route offers connectivity to the Tamiami & Flagler portions of the City and provides connectivity to the Little Havana Trolley Route along Northwest 37t" Avenue and Northwest 2nd Street. Liberty City is the thirteenth route launched in August 2019. This route provides service from the Allapattah Metrorail Station located on NW 36 Street and NW 12 Avenue to the Joseph Caleb Center located on NW 54 Street and NW 22 Avenue as well as the Charles Hadley Park and other community service centers. The route offers connectivity to the Liberty City neighborhood area and connects with the Little Haiti Trolley Route along NW 62 Street and NW 2 Avenue. W Flagler St FI gami SW 8th St n D D � m Oww` DIF 3 L 3 D z m � � a D � z D Liberty City �� Little Haiti NW 62nd St 4th St z z D NW 461h St D a o N 'b Nqp W 36th St - — - 195 NW28thSt Wynwood a„a Biscayne St �NW201h St Allapattahe NY, 14th St Health Distrit c W smn� sr NY, 7m Stadium Overtown r�sr W Fla IerSt rmg�,sr coVemiremce� SW 81h St Little Havana SW 161h St T' D v Route Weekday Saturday Sunday Allapattah 6:30 am-7:00 pm 6:30 am-7:00 pm No Service Biscayne 6:30 am-11:00 pm 6:30am-11:00 pm 8:00 am-8:00pm Brickell 6:30 am-11:00 pm 6:30 am-11:00 pm 8:00am-8:00pm Coconut Grove 6:30 am-11:00 pm 6:30 am-11:00 pm 8:00am-8:00pm Coral Way 6:30 am- 11:00 pm 6:30 am- 11:00 pm 8:00 am- 8:00 pm Flagarn 6:30 am- 11:00 pm 6:30 am- 11:00 pm No Service Health District 6:30 am- 11:00 pm 6:30 am- 11:00 pm No Service Liberty City 6:30 am- 10:00 pm 6:30 am- 10:00 pm No Service Little Haiti 6:30 am-8:00 pm 6:30 am-8:00 pm 6:30 am-8:00 pm Little Havana 6:30 am- 11:00 pm 6:30 am- 11:00 pm 8:00 am- 8:00 pm Overtown 6:30 am-7:00 pm No Service No Service Stadium 6:30 am- 11:00 pm 6:30 am- 11:00 pm No Service Wynwood 6:30 am- 11:00 pm 630 am-8:00 pm No Service Contact Information Phone:311 Email: frolleyinfo@miamigov.com Twitter: @miamifrolley Legend Metrorail Station �'� Tri-Rail Station — — Metrorail ----- Tri-Rail • • • Metromover 1 West Miami Trolley/ ^ Westchester Circulator Coral Gables Trolley MIA Airport/MIC ATTACHMENT E INSURANCE ADDENDUM INSURANCE DEFINITIONS, REQUIREMENTS AND CONDITIONS The VENDOR/CONTRACTOR agrees to provide and maintain throughout the life of this contract and at Vendor/Contractor's expense insurance coverage outlined herewith as applicable insuring all operations related to the contract and any extensions thereof. Workers Compensation and Employers Liability Statutory and subject to the Laws of the State of Florida. This coverage protects against lawsuits stemming from workplace accidents. It provides for medical care to injured employees, along with compensation for lost income. Commercial General Liability It protects against accidents and injuries that occur on company property or the property of a customer. It compensates an injured person or owner of property for injuries and property damages, and the cost of defending lawsuits, including legal settlements or investigations. This policy also covers claims resulting from products exposures, libel, slander, copyright infringement and other personal and advertisement injuries. Commercial Automobile Liability It protects against liability, no fault, medical payments, uninsured and underinsured motorists claims, collision and other than collision physical damage. In addition, this policy affords coverage on autos that are hired or borrowed or non -owned for use in the business. The non -owned can be autos owned by employees or members of their households. Non Owned Auto exposures can be endorsed or added under the Commercial General Liability Policy. Professional/Errors and Omissions Liability Used by many professionals such as engineers, lawyers, accountants, stock brokers, financial advisers, insurance agents, court reports, dentists, nurses and teachers. It protects against the financial effects of liability lawsuits filed by clients. It basically protects professionals who cause harm to a client due to incompetence, errors or negligence. Umbrella Liability It protects against liability and losses after primary insurance benefits have been exhausted. This supplemental coverage kicks in only after the underlined liability policies have paid their maximum benefits. Environmental Liability It protects against the financial costs of claims of injury or damage due to pollution, and other costs of cleaning up pollutants. These policies are designed to cover both property and liability risks. Directors and Officers Liability This coverage protects against claims from stockholders, employees and clients that are also aimed individually at directors and officers. These claims typically stem from errors in judgement, breaches of duty and wrongful acts in connection with company business. Cyber Liability It protects against costs of the theft, destruction or unauthorized use of electronic data through computer viruses or network intrusions. It also adds protection to a business against such costs if a business fails to safeguard another party's electronic data. Companies sharing data outside their internal network benefit from this coverage Commercial Property It protects against claims or damages to the insured's buildings, business personal property and personal property of others. It can also provide for loss of business income coverage or extra expenses incurred because of physical loss by a covered peril to the insured's property. Commercial Crime It protects against loss of money, securities and other property because of a variety of criminal acts such as employee theft or embezzlement, burglary, robbery, forgery, computer fraud, kidnapping and extortion. Crime insurance also covers money and securities against damage or destruction by almost any cause of loss, not just crime. Builders Risk It protects against damage to or destruction of buildings or other structures during their construction. Any party with a financial interest in a construction, remodeling, or repair project benefits from this coverage. Surety Bonds Surety bonds are three party contracts. The principal, the party that undertakes the obligation, pays for the issuance of a bond by a surety company. The bond provides capital to guarantee the obligation will be performed. The obligee is the party that receives the benefit of the bond If the obligation is improperly performed. Valuable Papers It pays for the cost to reconstruct damaged or destroyed valuable papers and records. Typically is defined to include almost all forms of printed documents or records with the exception of money or securities, and data and media which is usually excluded. Additional Requirements The Vendor/Contractor must furnish the City of Miami, Department of Procurement, and Risk Management located at 444 S.W. 2nd Avenue Miami, Florida 33130, original Certificates of insurance to be in force on the date of this Contract, and Renewal Certificates of insurance thereafter. All policies indicated on the certificate must be in compliance with all Contract requirements. The failure of the City to obtain the applicable or corresponding certificates from Contractor is not a waiver by the City of any requirements for the Vendor/Contractor. The Vendor/Contractor must furnish Certificates insurance listing the City of Miami as an additional insured. All insurance certificates must be signed, dated and reference the City contract number. The insurance must provide for sixty (30) days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non -renewed. Any deductibles or self -insured retentions on referenced insurance coverages must be borne by Vendor/Contractor. The Vendor/Contractor further agrees to have insurers waive their rights of subrogation against the City of Miami, its employees, elected officials, agents, or representatives. The coverages and limits furnished by Vendor/Contractor in no way limit the Vendor/Contractor's liabilities and responsibilities specified within the Contract or law. Any insurance or self-insurance programs maintained by the City of Miami shall not contribute with insurance provided by the Vendor/Contractor under the Contract. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Contract or any limitation placed on the indemnity in this Contract given as a matter of law. If the Vendor/Contractor is a joint venture or limited liability company, the insurance policies must name the joint venture or Limited Liability Company and each of its separate constituent entities as named insureds. The Vendor/Contractor must require all subcontractors to provide the insurance required herein. All subcontractors are subject to the same insurance requirements of the Vendor/Contractor unless otherwise specified in this Contract. If the Vendor/Contractor or subcontractor desire additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost. Notwithstanding any provision in the Contract to the contrary, the City of Miami Risk Management Department maintains and reserves the right to modify, delete, alter or change these requirements.