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24281
AGREEMENT INFORMATION AGREEMENT NUMBER 24281 NAME/TYPE OF AGREEMENT OUTFRONT MEDIA GROUP, LLC DESCRIPTION REVOCABLE LICENSE AGREEMENT/ADVERTISING SPACE ON CITY OF MIAMI TROLLEY VEHICLES/FILE ID: 12815/R-23- 0013/MATTER ID: 22-2844K EFFECTIVE DATE March 2, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/2/2023 DATE RECEIVED FROM ISSUING DEPT. 3/3/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 AL v. CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: OUTFRONT MEDIA GROUP, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) REVOCABLE LICENSE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): To execute revocable license agreement with Outfront Media Group, LLC for the use of adverting space on City of Miami trolley vehicles. COMMISSION APPROVAL DATE: 1/12/23 FILE ID: 12815 ENACTMENT NO.:23-0013 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR23067 Annie Perez, CPPO :. SIGNATURE: I ''"- " '"' ` RISK MANAGEMENT Ann -Marie Sharnp SIGNATURE: ` " '" ' CITY ATTORNEY matter 22-2844K February 28, 2023 Victoria Mendez I 09:02:22--5 SIGNATURE: nedby: 7/,4,"`, }"I ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER '-Ft FF99AFb FEU45/ Larry Spring, Cs'A SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER February 28, 20ner+bg61?Wq1iadIi.D., SIGNATURE: PE DocuSigned by: [uiwalya CITY MANAGER March 2, 2023 Arthur Noriega I 08:21:20 E�Docusigned SIGNATURE: asF9 nAFF4oase V by: Q Navttli, CITY CLERK March 2, 2023 Todd Hannon 1 18:48:13 EST SIGNATURE: 'SSIT(Fbt.3/2T5U 2A. CDncusignedby: F4fi1L5.0U)rF1443 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 IAFI I{SPAT 1 I fp � City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Tahlia Gray Contact Person Procurement Analyst Title 2/10/2023 Date: Procurement Requesting Client (305) 416-1912 Telephone Legal Service Requested: Matter 22-2844K: TO EXECUTE REVOCABLE LICENSE AGREEMENT WITH OUTFRONT MEDIA GROUF USE OF ADVERTISING SPACE ON CITY OF MIAMI TROLLEY VEHICLES Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: RFP 1208386 — Trolley Advertisement Services 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ N/A ❑ City Manager — Authority level of $ N/A E City Commission — RESOLUTION No. 23-0013 2. PROCUREMENT METHOD: 0 RFP/RFQ 0 IFB 0 SOLE SOURCE PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ® OTHER (Please explain): Revocable License Agreement 3. WHAT IS THE SCOPE OF SERVICES? Providing revenue generated advertisements on the City of Miami owned trolleys 4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Department of Resilience and Public Works 5. IS THE AWARDEE THE INCUMBENT? Yes 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? No spend — Revenue generating. Higher (60% of monthly net revenues) 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? April 4 2023 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? No spend, revenue generating. Currently 52.5% 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Highest Ranked proposal. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO OUTFRONT MEDIA GROUP, LLC FOR THE USE OF ADVERTISING SPACE ON CITY OF MIAMI TROLLEY VEHICLES DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 This Revocable License Agreement (hereinafter referred to as the "Agreement") made effective this 2nd day of March 2023, 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 WHEREAS, this Agreement does not transfer an interest in property owned by the City; and WHEREAS, this Agreement does not confer a right to use th e 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. 23-0013, passed and adopted on January 12, 2023, approved the selection of the Licensee for the provision of the Services; and 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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. 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: In the event of conflicts in the Agreement documents the priorities stated below shall govern a. Revisions (Amendments) to the Agreement which are executed by both 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, 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 -Payment 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 Payment Commencing with the tenth (10th) 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 be mailed to 444 SW 2nd Avenue, 6th 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 (10th) day of the month, Licensee shall pay to th e 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 keep in 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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, subject 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 "D" attached hereto and made a part hereof. 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 Depail.uient at (305) 416-1800 to schedule the inspection(s). 20. CANCELLATION BY REQUEST OF EITHER PARTY WITHOUT CAUSE 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 21. TERNIINATION 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: a. 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; b. 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; c. 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 d. The Licensee is debarred by the City or by another Florida public agency. e. 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 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 (10th Floor) Miami, FL 33130-1910 WITH A COPY TO: Annie Perez, CPPO Director, Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th floor Miami, FL 33130-1910 LICENSEE: Outfront Media Group LLC Attention: Damian Gutierrez VP, Transit 405 Lexington Ave Floor 17 New York, NY 10174 Damian.Gutierrez@outfront.com WITH A COPY TO: Legal Department 405 Lexington Ave Floor 17 New York, NY 10174 Glen.Rectenwald@outfront.com 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, 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 The City represents that: a. To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Area or Property; b. 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. 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 party 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 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 full 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 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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 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 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. seq.) 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 Property and improvements thereon, or against any employee or applicant for employment because DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 party shall bear their own respective costs and attorney's fees. 39. WAIVER OF JURY TRIAL 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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. 50. COUNTERPARTS, ELECTRONIC SIGNATURES: This Acceptance of Assignment 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 Acceptance of Assignment shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Acceptance of Assignment (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 Acceptance of Assignment upon request. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: By: Poz-,1/4 gur'A Print Name: Patricia Engracia Title: Notary Public (Corporate Seal/Notary) ATTEST: Patricia F. Engracia Notary Public, State of New York No. 01EN6318380 Qualified in Queens County Commission Expires January 26, 2027 DocuSigned by: C` Doc uSigned by: By dblJ/Sb Rn,F1d 9 Todd B. Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSignetl by: By: 7, I'tayoALeF:Lu 5/ Victoria Mendez (Matter 22-2844K) City Attorney �ns f— V Outfront Media Group LLC, a for profit corporation authorized to conduct business in Florida By: ,-DocuSigned by: -B9C./UE/1Lbb44b Print Name: Andy sri ubas Title: chief commercial officer (Authorized Corporate Officer) The City of Miami, a municipal agency of the State of Florida (—DocuSigned by: By: Auf ��gUry�� ptS6 :3/l NSA Arthur Noriega V, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: ,—DoeuSignetl by: "run eatuA.c,de By: Ann -Marie Sharpe Risk Management Director DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 CERTIFICATE OF CORPORATE AUTHORITY Outfront Media Group LLC, a for profit limited liability company authorized to conduct business in Florida ("Outfront" or "Contractor"), desires to enter into an agreement with the City of Miami, a Florida municipal corporation (the "City"), for the purpose of performing the work described in the agreement to which this resolution is attached (the "Agreement"). Certification: Contractor is duly authorized to enter into the Agreement with the City pursuant to authority granted by its Board of Directors in accordance with its bylaws, and Andrew Sriubas, Executive Vice President and Chief Commercial Officer of Outfront, is duly authorized to execute the Agreement in the name of Outfront and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 3rd day of February, 2023. Outfront Media Group LLC ("Contractor") A Delaware limited liability company By: (Sign) Print Name: ? • l7 Ate, O-A e.r,kc-e, Title: k ((h,tui,�(/1c�/(L�. (Sign - Attest) Print Name: rr 1i lN 6ryCanissionExpires June 20. 5% DAWN MARIE KLINGNER NaryPubYc, State of New Yak Reg. No. 01KL6129392 OrieSliADuh.l a R/ DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 EXHIBIT A RFP 1208386 THIS PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 EXHIBIT B OUTFRONT MEDIA PROPOSAL RESPONSE THIS PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 MAY 9, 2022 :ITV OF MIAM' RFP #1208386 TROLLEY ADVERTISING SERVICES OUTFRONT P. Damian Gutierrez Vice President, Transit, OUTFRONT da m is n.g ut ierrez@outfront.com 8530 NW 23rd St, T: 305-477-2496 Doral, FL, 33122 F: 305-597-8652 Federal Employer Identification Number 13-2660769 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 TABLE OF CONTENTS SECTION SECTION SECTION SECTION SECTION 1 2 3 4 5 EXECUTIVE SUMMARY PAGE 3 EXPERIENCE AND PAST PERFORMANCE KEY PERSONNEL PROPOSED APPROACH FINANCIAL INFORMATION PAGE 6 PAGE 15 PAGE 23 PAGE 37 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 1 EXECUTIVE SUMMARY Ms. Tahlia R. Gray, MBA Procurement Analyst City of Miami Procurement Department 444 SW 2 Ave, 6th Floor, Miami, FL, 33130 OUTFRONT/ 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. CITY OF MIAMI RFP 41208386 I TROLLEY ADVERTISING SERVICES 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. PROPRIETARY AND CONFIDENTIAL MAY 2022 P.4 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B 1 EXECUTIVE SUMMARY OUTFRONT/ 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 I 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, P. Damian Gutierrez Vice President, Transit, OUTFRONT damian.gutierrez@outfront.com PROPRIETARY AND CONFIDENTIAL MAY 2022 P.5 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 XP IENCE INDr AST PERFORMANCE SECTION NPN9p. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 I 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 2 EXPERIENCE AND PAST PERFORMANCE OUTFRONT/ OUR LOCATIONS Corporate Headquarters 405 Lexington Ave, 17th Floor New York, NY, 10174 212-297-6400 Doral Office 8530 NW 23rd St Doral FL, 33122 305-477-2496 Pompano Office 2640 NW 17th Ln Pompano FL, 33064 954-971-2995 srre v.nga..311111.V *1:17-608a UvEsi a« p r • .ESN.1,9ti.iZ CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES North American Presence OUTFRONT Media operates in 140 markets across the United States and Canada. For a full list of all of our offices and the markets we represent, please visit: www.outfrontmedia.com/find-your-market PROPRIETARY AND CONFIDENTIAL MAY 2022 P.8 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 2 EXPERIENCE AND PAST PERFORMANCE OUTFRONT TRANSIT AND MUNICIPAL CONTRACTS AS OF 2021 Golden Gate Transit San Francisco Key ()Concord 0 Pleasant Hills 3 CCCT O Martinez ()San Rafael VTA San Francisco Ca!train San Francisco BART San Francisco o 0 0 0 0 Norwalk LBT LACMTA LADOT OCTA Los Los Los Los Los Angeles Angeles Angeles Angeles Angeles O 00 0 0 Metrolink Glendale Los Transit Angeles Los Angeles Bus a Rall Subway LlghtRall Trolley City of LA West Los Hollywood Angeles Los Angeles BlkeShare 0 Peoria Kiosks O Shelters 0 Billboards O 0 Valley Metro City of Mesa Phoenix Phoenix City of Dallas Dallas 0 CTA Chicago MTA Flint F ll nt-Sag inaw-Bay City AAATA Detroit 0 0 SMART Detroit CoGo Bikeshare TARC Louisville Louisville 0000 0 MBTA Boston Citi Bike Bikeshare Hoboken/Jersey City 0 Indego Bikeshare Philadelphia Bluebikes Boston 0 0 00 0 PRTC VRE WMATA Capitcal Washington DC Washington DC Washington DC Bikeshare Washington DC 0e00 MARTA Atlanta 0 / P West a •/ West Palm Beach N 000 0 0 0 MDT Miami City of Miami City of Miami Beach MDC Miami Miami Miami CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL P. 9 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 2 EXPERIENCE AND PAST PERFORMANCE OUTFRONT/ REFERENCES MIAMI•QADE COUNTY Miami -Dade Transit Rosemary Cortes rosemary.cortes@miamidade.gov 786-469-5381 Massachusetts Bay Transportation Authority Massachusetts Bay Transportation Authority Lizzy Winters Ronaldson ewronaldson@mbta.com 617-222-4233 AMERICAN PUBLIC TRANSPORTATION ASSOCIATION 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 I TROLLEY ADVERTISING SERVICES metro Washington Metropolitan Area Transit Authority Donna Murray dmurray@wmata.com 202-962-1188 ht tps://www.you tub e.co m/watch?v= D 3k KI5d hD9A PROPRIETARY AND CONFIDENTIAL MAY 2022 P.10 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 I 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 I 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 2 EXPERIENCE AND PAST PERFORMANCE OUTFRONT/ 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. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES 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. PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 13 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 2 EXPERIENCE AND PAST PERFORMANCE We are proud to be recognized in 2021 as one of America's Most Responsible Companies by Newsweek Magazine, the only out -of -home media company to receive such recognition. See the Newsweek article here. OUTFRONT/ CORPORATE RESPONSIBILITY 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. OUTFRONT's assets are, by design, typically the most visible aspects of a streetscape or transit environment. We recognize that we have an outsized responsibility to lead by example, and we care deeply about the communities that we serve. Giving back through advocacy efforts, employee community service programs, and media exchanges for our partners is an important aspect of the services we provide. Because of the diversity of markets in which OUTFRONT operates across the U.S. and Canada, we empower local General Managers to influence supplier decisions based on what is most appropriate and 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. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES OUTFRONT'S SUPPLIER DIVERSITY SPEND 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 $14.0M $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. PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 14 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 KEY PERSONNEL SECTION DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 3 /KEY PERSONNEL OIJTFRONT/ 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 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P.16 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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. OUTFRONT/ 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". CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES JODI SENESE CHIEF MARKETING OFFICER As the CMO, 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. PROPRIETARY AND CONFIDENTIAL 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. MAY 2022 P.17 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 Exteriors) 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/ 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. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES 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. PROPRIETARY AND CONFIDENTIAL 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 PriceWaterhouseCoopers 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. MAY 2022 P.18 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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/ 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, MBTA 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. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES 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 MBTA in Boston. Educated at New York Institute of Technology and Queens College, Mr. Ament resides on Long Island with his wife and teenage children. PROPRIETARY AND CONFIDENTIAL 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. MAY 2022 P.19 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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/ 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. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES 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. PROPRIETARY AND CONFIDENTIAL 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 B2B 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. MAY 2022 P.20 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 3 /KEY PERSONNEL MARK BONANNI SOUTH REGION VP OF SALES 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. OUTFRONT/ OUTFRONT MIAMI TEAM LIANA GUILARTE TRANSIT SALES DIRECTOR 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. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES GUSTAVO DE QUESADA SALES DIRECTOR - SOUTH FLORIDA 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. PROPRIETARY AND CONFIDENTIAL MAY 2022 P.21 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 3 KEY PERSONNEL MIAMI TEAM - ORGANIZATION CHART LIZ CAPRIO SENIOR VICE PRESIDENT, SOUTH REGION MARK BONANNI SOUTH REGION VP OF SALES (MIAMI) OVI FRON1/ LANNI FERRO REGIONAL GOVERNMENT AFFAIRS VP (MIAMI) CHRIS MALLEN REGIONAL MARKETING DIRECTOR (MIAMI) PABLO CREMASCHI GENERAL MANAGER, SOUTH FLORIDA CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES MARCELO TOUCEDA SOUTH REGION OPERATIONS DIRECTOR (MIAMI) GEOFF WATKINS REGIONAL HUMAN RESOURCES VP (ATLANTA) PROPRIETARY AND CONFIDENTIAL JARROD GLICK REGIONAL CREATIVE DIRECTOR, (ORLANDO) SEVEN ADDITIONAL MARKET GENERAL MANAGERS MAY 2022 P. 22 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 . -- surgery and therapies to help cure your cancer. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 PROPOSED APPROACH OUTFRONT/ 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 CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES 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 PROPRIETARY AND CONFIDENTIAL MAY 2022 P.24 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH SALES PLAN OUTFRONT/ 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 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 CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 25 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH SALES PLAN OUTFRONT/ 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 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. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 26 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH SALES PLAN 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 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. Miami Trolley Campaign Maps 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 eMerge Americas P. 27 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4/PROPOSED APPROACH SALES PLAN While the services offered by Geopath and StreetMetrics are readily available to others in the OOH industry, a unique differentiator of OUTFRONT's offering to our advertising clients is the data -driven audience insights offered by our in-house DMP, SmartSCOUT. SmartSCOUT is a tool made available to both our sales staff as well as key agency clients that allows an advertiser 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 'uuhuIuoomb, o ®• o • • • • • t • o • O • • ® o • OUTFRONT/ CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES OUTFRONT smartSCOUT showing locations of digital shelters in LA, /I historical impressions for the collection of shelters smartSCOUT/ (2022, 2021 and 2020) and some audience data (interests). P. 28 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH OUTFRONT/ 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. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES 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. .1:}f;~1 ilfitt You started a bus Now what? F Installing MailChimp campaign Click to watch youtube.com/watch?v=ZJt9IV1XaiU PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 29 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH MAINTENANCE PLAN OUTFRONT/ I 3 At a'�- '7MiAYA it I ME%ICANTINA Zoos oHAPPY HOUR - DINNER PARTY - BRUN __ �4.l$YATIOHSI{,;,: 110.134.E 2'MIYAMI-ol. 00., ..I 2, OZM d'VNI'Y NW'C;; N I I I]T XW ]Iku 6T, MIAMI, f L 3313] 113O XYC g4TX ST �f 4 1 .. CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES 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. PROPRIETARY AND CONFIDENTIAL MAY 2022 P.30 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH OVI FRON1/ SAMPLE PERFORMANCE REPORT CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES MIAMI'S PREMIER TEEN EVENT PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 31 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT OI 1 FRON 1, CAM PA EMERGE AMERICAS MARKET Miami MEDIA FORM TROLLEY DATES 3/21 — 4/17/2022 COVERAGE General Market TROLLEY QUANTITY 2 © 2021 OUiFRONT Media Inc. OU FRONT CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 32 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH OV 1 FRON 1, SAMPLE PERFORMANCE REPORT CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES APRIL 15+19 eMerge� liN.M.@E.,=H10, Ainergcas PROPRIETARY AND CONFIDENTIAL P. 33 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT OUTFRONT/ CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL AY 2022 P. 34 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT OUTFRONT/ lir AUDIENCE DEMOGRAPHICS 18-24 3,44 45-54 55-64 0 2 4 fi 8 10 12 14 16 18 20 22 24 100-149K - 150K+ 30-741, ]399k 113 Source: StreetMetrics 35 46 • Percent Bachelor - Higher Degree - High School - M110 High scFool - SomeCollcge+2 Year - 2 4 6 8 10 12 14 16 18 20 22 24 26 Asian -I Hispanic -' Other orht White 23 • ©2021 OUTFRONT Media Inc. OUTFRONT FRON CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL P. 35 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 4 PROPOSED APPROACH SAMPLE PERFORMANCE REPORT OUTFRONT/ AUDIENCE AFFINITIES Bargain He -- Business Train Casual C,- Celeb•obses:: Coffee:-.e College Ste: : Do -it -your Expecting Ps Fasnicr s:= FastFcc-' Fitness Minded Harddcore GzmH Looking furL Luxury -Li tee MakeupPddri Moviegoer - Movie S Mu icytpreamer O lineSMpp[r OrganicS Out•'ra - Parert - Pet Sports Jun e 3 4 6 Percent SOURCE: SireetMetrics © 2021 OUTFRONT Media Inc. Qy r FRONT CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL P. 36 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 FINANCIAL INFORMATION DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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. No other company can claim to have comparable reach or influence in OOH. OUTFRONT is the right choice for the City of Miami. $8.056 Enterprise Value $100M Cash Flow 2,200 Employees TRANSIT ASSETS MANAGED BY OUTFRONT AS OF 2021 Digital Transit Advertising Displays 0UTFRONTi CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL P. 38 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 5 FINANCIAL INFORMATION OIJ FRON1/ 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 WI -FRONT/ I h. FINANCIS4 - k as ?a21 Results Latest Quarterly Results Downloads FINANCIAL SUMMARY CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES TOTAL ANNUAL REVENUE 2016 - 2021 $1.606 B $1.514 B $1.521 B $1.782 B $1.236 B $1.464 B 2016 2017 2018 2019 2020 2021 PROPRIETARY AND CONFIDENTIAL MAY 2022 P. 39 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 5 /FINANCIAL INFORMATION OUTFRONT/ 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 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL MAY 2022 P.40 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 5 FINANCIAL INFORMATION OUTFRONT/ 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 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. ANNUAL REVENUE PROJECTIONS Total Projected Revenue YEAR 1 YEAR 2 $1,312,908 $1,378,509 60% Share to the $787,745 $827,105 City of Miami YEAR 3 $1,447,440 $868,464 YEAR 4 YEAR 5 $1,519,812 $1,595,736 $911,887 $957,442 CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENTIAL P. 41 CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENT! DoctiSign Envelope ID 36013062-83584945-6A60-123A37964D78 31ty of Moo 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. Service and Year Percentage of Monthly Net Revenues Contract Year 1 - Trolley Advertisement Services ° 60 /° Contract Year 2 - Trolley Advertisement Services 60% Contract Year 3 - Trolley Advertisement Services 60% First OTR - Trolley Advertisement Services 60% Second OTR - Trolley Advertisement Services 60% 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 L960O£9L17O99-dZ06-9d917-17090-040gV69Z :01 adolanu0 4gnooa CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENT! DoctiSign Envelope ID 36013062-83584945-6A60-123A37964D78 Certification Statement "ily of Moro 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 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 govem 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 infonnation 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, fine, 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 tenns 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: Outll'onl Media Group LLC ADDRESS: 8530 N W 23rd Street, ',oral, EL 33122 PHONE: 305-477-2496 FAX: 305-597-8652 richard.ament@outfront.com 516-287-0848 EMAIL: CELL(Optional): darn.m SIGNED BY: TITLE: senior vice President, Business DfyeAlnylnent05/04/2022 13:15:48 PM PDT FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORIOI SHALL DISQUALIFY THIS RESPONSE. 4/13/2022 2.29 PM p. 61 FORMS - CERTIFICATION STATEMENT (1/2) L9600£9L17099-dZ06-9d917-17090-0409V69Z :01 adolanu0 4gnooa CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENT! DocoSign Envelope ID 36013062-83584945-6A60-123A37964D78 Legal Name of Firm: Outtront Media Group LLC "ily of Mern Solicitation 1208386 Certifications Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Limited Liability Company Year Established: 1938 Office Location: City of Miami, Miami -Dade County, or Other Miami -Dade County (Doral, 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 Platfonn ("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 p. 62 FORMS - CERTIFICATION STATEMENT (2/2) L9600£9L17099-dZ06-9d917-17090-0409V69Z :01 adolanu0 4gnooa CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENT! Doc]Sign Envelope ID 36013062-83584945-BA60-123A37964D78 ANNIE PEREZ, CPPO Procurement Director :Ay of Moo Solicitation 1208386 Q itg �f itzxmt ARTHUR NORIEGA V 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: QI. 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 installer?A2. The trolleys are stationed at Limousines of South Florida garage per the City's Trolley Operations contract requirements. The address is: 3737 NW 43rd 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. 1 4/13/2022 2.29 PM p. 54 (Z/l) I.'ON WIlaN3aav — SW21Od L9600£9L17099-dZ06-9d917-17090-0409V69Z :01 adolanu0 u6lgnoo4 CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENT! DocuSign Envelope ID 36013062-88584945-BA60-123A37964D78 31ty of Moo 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 LLC DATE: SIGNATURE: 2 05/04/2022 13,15:48 Phl PDT 4/13/2022 2.29 PM p. 55 tn mZ OD XiZ 3n iD 0 Z (Z/Z) L'ON 1411aN3aad — SW21Od L9600£9L17099-dZ06-9d917-17090-0409V69Z :01 adolanu0 4gnooa CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENT! DocoSign Envelope ID 36013062-88584945-BA60-123A37964D78 ANNIE PEREZ, CPPO Procurement Director :Ay of Moo Solicitation 1208386 Q itg �f itzxmt ARTHUR NORIEGA V City Manager 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?? A5. The subcontractor used by the current contract holder is Walter Haas Graphics. 1 4/13/2022 2.29 PM P. 3 (Z/l) Z 'ON WIlaN3aav — SW21Od L9600£9L17099-dZ06-9d917-17090-0409V69Z :01 adolanu0 u6lgnoo4 CITY OF MIAMI RFP #1208386 I TROLLEY ADVERTISING SERVICES PROPRIETARY AND CONFIDENT! DoctiSign Envelope ID 36013062-83584945-BA60-123A37964D78 lily of Moo 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 Procurement/Chief 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: SIGNATURE:�,,�,e„ 2 05/04/2022 13,15:48 PM PDT 4/13/2022 2.29 PM p. 4 tn mZ OD XiZ 3n iD 0 Z (Z/Z) Z 'ON Wf1aN3aad — SW21Od L9600£9L17099-dZ06-9d917-17090-0409V69Z :01 adolanu0 4gnooa DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 OLTFFRONTI DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 io.Wynwood 11.Little Haiti 12.Flagami 13.Liberty City DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 Depaitiiient 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 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 28 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 Each Claim $1,000,000 General Aggregate Limit $1,000,000 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. DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 A`O ORI CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 2/8/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, LLC 500 N. Brand Boulevard Suite 100 Glendale CA 91203 CONTACT NAME: OUTFRONT Media Certificate Processing PHONE FAX (A/C No Ext): 818-539-2300 (A/C, No): 818-539-1801 E-MAIL ADDR ESS: Certrequests@ajg.com INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: ACE American Insurance Company 22667 INSURED CBSOUTD-02 OUTFRONT Media Inc. 405 Lexington Avenue New York, NY 10174 INSURERB: Chubb Insurance Company of Canada INSURERC: Indemnity Insurance Company of N A 43575 INSURERD: ACE Property & Casualty Insurance Co 20699 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1521909798 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY ' F (MM/D r' POLICY EXP (MM/DD/YYYY) LIMITS A B X COMMERCIAL GENERAL LIABILITY Y HDO G72491051 CGL 327310 OMED O� 6/ 4 V ✓ 6/1/2023 6/1/2023 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 2,000,000 EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO - JECT PRO PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ A B AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY ISAH2556523A CAC426594 O `^, ^ v`CL `/�, /�I ,J O� / V V 6/1/2022 6/1/2022 6/1/2023 6/1/2023 COMBINED SINGLE LIMIT (Ea accident) $2�000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Comp/Coll. Ded $ 500,000 D B X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE EUG28122810 007 C327396 6/1/2022 6/1/2022 6/1/2023 6/1/2023 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $1n,nnn $ c A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A WLR C68926841 (AOS) WLR C68926804 (AZ, MA) 6/1/2022 6/1/2022 6/1/2023 6/1/2023 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Management services for trolley advertising products. City of Miami as additional insured on a Primary and non-contributory language included for General Liability and Auto Liability. Please refer to attached General Liability endorsement for scope of Additional Insured status. CERTIFICATE HOLDER CANCELLATION City of Miami c/o Risk Management Department 444 SW 2nd Avenue Miami FL 33130 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 1 ADDITIONAL INSURED — DESIGNATED PERSONS OR ORGANIZATIONS Named Insured OUTFRONT MEDIA INC. Endorsement Number 1 Policy Symbol ISA Policy Number H2556523A Policy Period 06/01/2022 To 06/01/2023 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM AUTO DEALERS COVERAf3EEORM MOTOR CARRIER COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM Additional Insured(s): Any person or organization w Q have agreed to include as an additional insured under a written contract, provi uc= ntract was executed prior to the date of loss. (< 51/ A. For a covered "auto," Who Is Insured is al' ninclude as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting ffotp� t or omissions of: /O v 1. You. 2. Any of your "employees" or agents. 3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. Authorized Representative DA-9U74c (03/16) Page 1 of 1 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 1 NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured OUTFRONT MEDIA INC. Endorsement Number 3 Policy Symbol ISA Policy Number H2556523A Policy Period 06/01/2022 TO 06/01/2023 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Organization BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM V Schedule Any additional insured with whom you have agreed to provide such non- contributory insurance, pursuant to and as required under a written contract executed prior to the date of loss. (If no information is filled in, the sche through an end Additional Insured Endorsement (%) (VW' hall . All persons or entities added as additional insureds ,the term `Additional Insured" in the title) t For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to the Other Insurance Condition under General Conditions: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. Authorized Representative DA-21886b (06/14) Page 1 of 1 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 POLICY NUMBER: HDO G72491051 1 Endorsement Number: 1 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedulnot shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 POLICY NUMBER: HDO G72491051 1 Endorsement Number: 4 COMMERCIAL GENERAL LIABILITY CG20011219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named under such other insurance; (2) ou have agreed in writing in a contract or geement that this insurance would be rimary and would not seek contribution from any other insurance available to the additional insured. CG20011219 © Insurance Services Office, Inc., 2018 Page 1 of 1 DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 From: To: Cc: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Carbonell, Aileen Quevedo, Terry RE: PROCUREMENT INSURANCE REVIEW FOR OUTFRONT MEDIA INC COI Thursday, February 9, 2023 2:16:23 PM image002.pnq Hi Aileen, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Thursday, February 9, 2023 2:15 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR OUTFRONT MEDIA INC COI Importance: High Good afternoon, Please review the insurance attached at your earliest convenience and advise if adequate according DocuSign Envelope ID: 269A5C4C-0B04-46F8-9D2F-B8C4783CD957 to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonellPmiamigov.com Remit W9 to: PurchasingSupplierAdmins(@miamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement 1' 04 GV • 0‘ "Serving, Enhancin,Qfd6),,nsforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, March 3, 2023 8:35 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola; Brown, Sadie Subject: Revocable License Agreement Outfront Media Trolley Advertising Services RFP 1208386 Attachments: Revocable License Agreement Outfront Media Trolley Advertising Services RFP 1208386.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, awe candwrifia Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" 1