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HomeMy WebLinkAboutExhibit 3Eidk,4 Form VII(a) PROFESSIONAL SERVICES AGREEMENT CITY OF MIANII and ADOPT -A -WATERWAY This Agreement is entered into this 19 day of Dece-m..42. , 2003 by and between the City of Miami, a municipal corporation of the State of Florida ("City") and ADOPT -A- WATERWAY® LLC, a California Limited Liability Company ("Provider"). RECITALS: A. The City is in need of the implementation and administration of Provider's Adopt - A -Waterway Program(the "Program") in accordance with the terms and conditions of this Agreement, for its department of Municipal Services, Public Works Division. B. Provider possesses all necessary qualifications and expertise to perform the Services, as defined on Exhibit A. C. The City wishes to engage the services of Provider, and Provider wishes to perform the Services for the City. l -• Lhe Program consists of a series of actions and methods that promote reducing storm water runoff pollution. As owner and operator of the Program, AAW begins by gathering and analyzing the street layout in a municipality. AAW then gathers and reviews traffic counts on the municipality's streets. Based on this information, AAW develops a list of locations at which signs bearing water pollution messages can be displayed and seen by many people. The messages may include one of AAW's trademarked slogans, such as "Cleaner Cities, Cleaner Oceans," or "Cleaner Cities, Cleaner Rivers." AAW seeks out businesses that are interested in sponsoring these messages in the municipality and negotiates agreements providing for the payment of sponsorship fees on an agreed number of signs. AAW and the municipality negotiate an agreement authorizing AAW to place the sponsored signs at useful locations in the municipality. In exchange for allowing the placement of these signs, the municipality receives a portion of the sponsorship fees, and agrees to dedicate its receipts from this program to comply with its NPDES permit (storm water and urban runoff pollution programs under the Clean Water Act) expenses. At no charge, AAW also provides the municipality with written materials and other forms of media that can be used to meet other aspects of the municipality's educational obligations under the Clean Water Act. AAW is solely responsible to install, maintain, repair and remove all P,vd,a,u signs in the municipality, The ADOPT-A-WATERWAYT*r Program is protected by a U.S. patent filing The ADOPT-A-WATERWAYrsr name is protected by a U.S. trademark registration. City of Miami and Adopt -A -Waterway Professional Services Agreement D. The Chief Procurement Officer has determined that the ADOPT -A -WATERWAY program is a sole source in accordance with Section 18-92 of the Code of Ordinances of the City of Miami. E. The City Commission, by Resolution No. 03 - 12 Co` , adopted on June 25 , 2003, authorized the City Manager to execute a contract with Provider under the terms and conditions set forth herein. F. Provider acknowledges that this contract is subject to and contingent upon the Provider's obtaining any and all necessary permits from the Florida Department of Transportation and/or Miami -Dade County for the use of their poles in accordance with the terms of this agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall commence on the date of execution hereof. This Agreement shall continue for an initial term of five (5) years. 3. OPTION TO EXTEND: The City shall have one (1) option to extend the term hereof for a period of an additional five (5) more years by notifying Provider in writing within a minimum of sixty (60) days before the end of the current term. City Commission approval shall not be required as long as the total extended term does not exceed five (5) years. 2 City of Miami and Adopt -A -Waterway Professional Services Agreement 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and subject to the special terms and conditions set forth in Exhibit "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Exhibit "A". 5. COMPENSATION: A. City, in return for allowing the placement of signs sponsored by Environmental Partners ("EPs")2, shall receive fifty percent 50% of all net signage sponsorship fees paid by EPs to Provider during the term of this Agreement with respect to signs installed in City. Said net signage sponsorship proceeds due City are expected to be an estimated minimum amount of Two Hundred and Fifty Thousand Dollars (S250,000.00) in annual proceeds. Said proceeds will be reviewed on an annual basis and the City reserves the right, after the second year of participation in the Program to renegotiate the terms of this Agreement and/or cancel this Agreement, upon proper notice to Provider, if these expectations are not met. City understands that net signage sponsorship fees do not include (i) set-up charges and other amounts charged by Provider to EPs to cover Provider's costs of designing the EP's signs 2 Environmental Partners are defined as persons or entities that wish to sponsor advertisements to be placed within the City. Environmental Partners pay for the creation of the signs and a monthly fee for their logo and/or name to be placed on the advertisements along with the environmental message. 3 City of Miami and Adopt -A -Waterway Professional Ser.'ker Agreement and implementing the EP's participation in the Program, (ii) charges to repair and replace signs, (iii) other unrelated fees paid by EPs to Provider, and (iv) brokerage or agency fees paid by Provider or deducted from amounts received by Provider. The remaining 50% of the net signage sponsorship fees paid by EPs to Provider for signs in City shall lie retained by Provider as compensation for imp]ementation and administration of the ADOPT -A -WATERWAY Program within City. B. In the event other advertisements involving outdoor municipal assets are agreed upon between Provider and City, including but not limited to bus advertisements and bus bench advertisements, the compensation shall be distributed as follows: after reimbursement to Provider for initial associated costs, the City shall receive 80% of the proceeds and Provider shall receive 20% of the proceeds. C. City will dedicate and use all of its revenues under this Agreement solely to implement and operate storm water and urban run-off pollution prevention programs within City, including but not limited to the following. i. Catch basin inserts ii. High-technology cleanup systems iii. Dry flow and low flow diversions iv. Urban watershed and storm drain cleaning v. Litter control vi. Water quality monitoring vii. Outreach and education progiaius viii. Training Inspector Program 4 City of Miami and Adopt -A -Waterway Professional Services Agreement D. Provider shall pay all funds due City from each EP payment within thirty (30) S , calendar days following end of the calendar month in which Provider received the EP's payment. E. If City exercises its right under Paragraph 1 to cause the non -renewal of the term of this Agreement, City will be entitled to receive its share of any signage sponsorship fees received by Provider until the end of the term of this Agreement. 6. 9WNERSRIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider is and shall at all times remain the property of the City. Provider agrees that, without the written consent of City, which may be withheld or conditioned by the City in its sole discretion, it will not use any such information, document, report or material for any purpose other than in connection with the performance of its obligations under this Agreement. The City understands and agrees that the Program, all documents, reports, signs, displays and other materials that are a part of the Program or are otherwise created or developed by Provider (including, without limit, the ADOPT -A -WATERWAY® logo or trademark, or the Program itself) and all information contained in such documents, signs, displays and other materials, shall for all purposes be deemed the sole property of Provider. The City agrees that, without the written consent of Provider, which may be withheld or conditioned by the Provider in its sole discretion, it will not use or have any rights in any such information or any such document, report, sign, display or other material (including without limit, the ADOPT -A - WATERWAY® logo or trademark, or the Program itself). Notwithstanding the foregoing, City may continue to use any educational materials provided by Provider after the termination of this Agreement unless this Agreement is terminated by Provider for cause. City will execute and 5 City ofMiami and Adopt -A -Waterway Professional Services Agreement deliver any document reasonably requested by Provider to confirm the intention or implementation of this Paragraph. 7. LIMITED LICENSE TO ENTER PROPERTY. Subject to the approval by the Florida Department of Transportation and/or Miami -Dade County, the City hereby grants Provider and its employees, agents and contractors a limited license, for the entire term of this Agreement and any period after the termination of this Agreement that may reasonably be necessary to remove any signs, to enter into and occupy all locations designated on Exhibit I) (or in a subsequent writing signed by City) for the purpose of performing Provider's obligations under this Agreement. City will execute and deliver any other documents that are reasonably requested or required to confirm this grant, subject to the prior approval of the City Attorney. 8. AUDIT AND INSPECTION RIGHTS: A. The City will bi-armually and/or at other reasonable times, and for a period of up to three (3) years following the date of final payment by the Provider to City under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. Provider shall have the right, on a date reasonably designated by City within 30 calendar days of Provider's written request to City, to audit City's books and records to confirm that City's expenditure of payments received from Provider is solely for the programs permitted in this Agreement. Provider may exercise this right once in each calendar year. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether 6 City of Miami and Adopt -A -Waterway �, .. Professional Services Agreement the goods or services required to be provided by Provider under this Agreement conform to the terms hereof, if applicable. Provider 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 Section 18- 100 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 9. AWARD OF AGREEMENT: Provider 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 Agreement 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 Agreement. 10. EXCLUSIVITY. During the term of this Agreement City agrees that it will not implement or contract with any person or entity other than Provider to implement or provide to City a program or services which are similar to the ADOPT -A -WATERWAY® Program or similar to the services contemplated by this Agreement. This prohibition is limited to programs or services addressing storm drains and waterway environmental programs that are similar to Provider's Program as defined in footnote one (1) of this Agreement. 11. PUBLIC RECORDS: Provider 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 agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 7 City of Miami and Adopt -A -Waterway Professional Services Agreement 12. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local Cities are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Provider further agrees to strictly comply with Miami -Dade County Code of Ordinances Article VI titled "Signs". 13. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's 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 performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any City or authority, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indenmitees, or any of them, from and against all liabilities which may be asserted by an 8 City of Miami and Adopt-A-Waserway Professional Services Agreement employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. City agrees to indemnify, defend, and hold harmless Provider and its officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including reasonable attorneys' fees, arising out of City' s gross negligence, willful misconduct or fraud in the performance of this Agreement by Government, Government's agents, officers, appointed boards, agents, subcontractors or independent contractors employed to perform under this Agreement. 14. BREACH OF AGREEMENT: A. If Provider or the City fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, the failing party shall be in breach of this Agreement. B. For purposes of this Agreement, each of the following shall be a "Material Breach:" (i) Provider fails to pay City any amounts it is owed; (ii) Provider 'fails to maintain the insurance required by this Agreement; (iii) either party attempts to terminate this Agreement contrary to its terms; or (iv) City violates the exclusivity (Paragraph 10) or use of proceeds (Paragraph 5.C) of this Agreement In the event of a Material Breach, the non -breaching party may give written notice of the breach to the other party, which party shall then have thirty (30) days (or such longer period as it, proceeding with reasonable diligence, shall require) from receipt of the written notice to cure the 9 City of Miami and Adopt-A-Warerway Professional Services Agreement Material Breach. If the Material Breach is not cured within that period, the non -breaching party naay terminate this Agreement by giving at least thirty (30) days' advance written notice to the breaching party. In the event of the breach of any other provision of this Agreement, the non -breaching party may give written notice of the breach to the other party, which party shall then have ninety (90) days (or such longer period as it, proceeding with reasonable diligence, shall require) from receipt of the written notice to cure the breach. If the breach is not cured within that period, the non -breaching party may terminate this Agreement by giving at least thirty (30) days' advance written notice to the breaching party. In the event of any breach, the non -defaulting party shall be entitled to any and all remedies and recoveries provided by law including, without limit, in the rn' e of a breach resulting in termination of this Agreement, the cost of sign removal from all sites where signs are installed within the City. 15. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $25,000, the City Manager's decision chall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $25,004; or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (90 days if City Manager's decision is subject to 10 City of Miami and Adopt -A -Waterway Professional Services Agreement City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 16. CITY'S TERMINATION RIGHTS: The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least thirty (30) business days prior to the effective date of such termination. In such event, the Provider shall pay to City percentage of signage sponsorship due through the effective date of termination. 17. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. (Please see attached Exhibit "E".) All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of an additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage reasonably different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated 11 City of Miami and Adopt -A -Waterway Professional Services Agreement on the date the required change in policy coverage would otherwise take effect, and Provider's sole obligation and liability shall be to promptly remove its signs in City. 18. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there -Shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 19. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The City has established a Minority and Women Business Affairs and Procurement Program (the "M/WBE Program") designed to increase the volume of City procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by, Provider. Provider understands and agrees that the City shall have the right to terminate and cancel this Agreement, without notice or penalty to the City, and to eliminate Provider from consideration and participation in future City contracts if Provider, in the preparation and/or submission of the Proposal, submitted false of misleading information as to its status as Black, Hispanic and/or Women owned business and/or the quality and/or type of minority or women owned business participation. 20. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City's, which may not be unreasonably withheld by City. 12 City of Miami and Adopt -A -Waterway Professional Services Agreement 21. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Provider: ADOPT -A -WATERWAY 919 Manhattan Avenue, Suite 100 Manhattan Beach, CA 90266 Attn: Paul Polizzotto To the City: PUBLIC WORKS DIVISION Dept of Municipal Services 444 SW 2nd Avenue, 8th Floor Miami, FL 33130 Attn: Director of Public Works With Copy To: Alejandro Vilarello City Attorney 444 SW 2nd Avenue, Ste. 945 Miami, FL 33130 22. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise 13 City of Miami and Adopt -A -Waterway Professional Services Agreement unenforceable under the laws of the State of Florida or the City of Miami, such provision, 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. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 23. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 24. INDEPENDENT CONTRACTOR Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 25. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof 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. 14 City of Miami and Adopt -A -Waterway Professional Services Agreement 26. TIME OF ESSENCE. Time is of the essence in the performance of this Agreement 27. COUNTERPARTS: This Agreement may be 'executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 28. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if applicable: C IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. Ai i hST: e Priscilla A. Thompson, City Cle Al LEST: Print Name: Title: APPROVED ASAND CORREC V,jLjARB A' •rney City corp By: "City,, Joe Alriiola, City Manager "Provider" ADO WAT LLC a By: Print N Title: Manager APPROVED AS TO INSURAN RE A ri Risk Management 15 0 MogQ� Ftv t• A , ALT a,1 �f NOMkHujckoJ City of Miami and Adopt -A -Waterway Professional Services Agreement 16 Cif); of Miami and Adopt -A -Waterway Professional Services Agreement EXHIBIT "A" Scope of Services A. Provider agrees to implement and administer the ADOPT -A -WATERWAY® Program in City in accordance with the terms and conditions of this Agreement. B. Provider will diligently attempt to obtain EPs for the ADOPT -A -WATERWAY® Program in City. The City will approve all proposed EPs. Notice of the proposed EP's will be delivered to City and within fourteen (14) days of City's receipt of the EP's identity, City shall provide Provider with approval of said EP. Notice shall be provided directly to the Director of Public Works with notice that is a time sensitive matter. City shall not unreasonably delay or utilize its authority to reject an EP. In return for signage sponsorship fees paid to Provider, EPs will be shown as sponsors on signs installed by Provider at any or all of the locations within City set forth on Exhibit D (and such other locations as City may subsequently approve in writing), as determined by Provider. C. The signs will comply with the design, size, specifications and messages set forth on Exhibit B. Any deviations from those provisions must be approved in advance by City, which approval shall not be unreasonably withheld and shall be granted or refused within 30 calendar days following the submission of same to City. As provided on Exhibit B, the signs will typically contain artwork identifying the EP, a brief environmental message and the ADOPT -A -WATERWAY® logo. To promote the Program in City, and in the event an EP terminates its agreement with Provider, Provider may place and maintain signs complying with Exhibit B (but showing no 17 City of Miami and Adopt -A -Waterway Professional Services Agreement sponsor other than Provider) at no cost (and providing no revenue) to City. Within thirty (30) calendar days of the termination of any agreement between an EP and Provider, Provider will remove the EP's signs or convert them to signs sponsored only by Provider upon proper notice to City, Within thirty (30) calendar days of the termination of this Agreement, Provider will remove all of each EP's signs or, with City's approval, convert some or all of them to signs sponsored only by Provider. D. Provider will be responsible for the design, fabrication and installation of all signs used in the Program. Provider will promptly repair or replace signs that are dam tged or destroyed. If any portion of the cost of repairing or replacing signs is not recouped from the sponsor, one-half of the unrecouped amount will be deducted from any amounts owing to City. E. Provider will charge EPs sponsorship fees for signs located in City. These sponsorship fees will be not less than the amounts set forth on Exhibit C unless City consents in advance to a lesser amount. F. In addition to receiving sponsorship funds, City will receive comprehensive public educational materials and educational messages broadcast on radio and television through "The Clear Solution" program at no additional cost to City. The Clear Solution includes, but is not limited to the following: 1. Broadcast: Provider will produce commercials / public service announcements that are broadcast on cable and local television stations. 18 City of Miami and Adopt -A -Waterway Professional Services Agreement 2. Radio: Provider will produce radio advertisements 3. Collateral Materials: a. Newsletters b. Educational community brochures c. Educational business brochures d. FAQ Sheets e. Children's Activity Book f. Lists of links and resources g. Educational displays for special events G. Provider will also create and print such other advertisements as may be agreed upon by Provider and City including but not limited to, as bus advertisements and bus bench advertisements. 19 EXHIBIT "B" Approved Signs 20 City of Miami and Adopt A -Waterway Professional Services Agreement 0 1, Exhibit B