9. 2016-C1 ine ter Adverts i “This Contac is made by and between the Southwest Ohlo Regional Transit Authority (¢S0RTA") and Passport effective onthe date executed on behalf of SORTA. A a RECITALS 41 SORTA, located at 602 Main Street, Suite 1100, Cncinnat, Ohio, 45202, Is a regional ‘asi authority oreated and operating under Section 206.30 at seq. the Ohio Revised Code. SORTA provides mass transportation to the people of Cincinnat! and ‘amslton County and servic to persons with datas 2. Aulvertising Vehicles, ne. (hereinafter referred to as the "Contractor" located at 410810 Kenwood Rd, Cincnnat, Ohlo 45242 Is engaged in the business of advertising. 3, SORTA desires to obtain the services accorng to the requlrements in Request for Proposals (RFP) No, 2016-R09 ised on Apri 28,2016, 4. On May 19, Advertising Vehicles Ine. submitted a proposal in response to sald RFP “Tis documents referred to hereln as "Proposa” and Is incorporated herein by reference and made a part ofthis contrat. AGREEMENT ‘Contcactor and SORTA hereby gree tothe following: 4. Contract Documents: For the purposes ofthis Contract, the folowing documents are collectively referred tohereines the “Contract Documents": (a) This contract together with; (©) The Scope of Work, as set forth in Exhibit B ofthe Solicitation: (dGhyoF Cheinnat Ordnance No. 69-2016, dated March 23, 2016. (¢) The General Provisions Document, as set forth in Exhibit E of the Solestony and (@) Advertising Vehicles nc. proposal Page LotTerm: ‘The term of this Contract wil be fora period often {10} years from the effective Gate, For the avoidance of doubt, If SORTA terminates this Contract prior to is ‘expiration date, then Contractor shall be reimbursed for all costs, including closeout ‘costs, and profit on Werk performed up to the time of termination. Costs shall Include, but not be liited to any and all amounts duc ané remaining on Contractor's leasing of equipment, installation and removal costs for such ‘equipment, and damages suffered by reason of SORTA’ early termination. Upon the expitation ofthe term, SORTA shal be given the option to purchase from ‘Contactor the installed equipment at flr market value. The parties shall negotiate in good felth to determine far market value. Ifthe partes are unable to agree on ‘the fair market value for the installed equipment, each party shall secure an ‘appalsl ofthe equipment, at thelr own cost, and the fair market value shall be the average ofthe two appralsas, Revenue Amount: “The Contractor shall share fity seven (67) percent of the net sales revenue to SORTA, ‘Advertsing Contents All advertising. must comply withthe City of Cincinnat’s Ordinance No, 69-2036, ted March 23,2016 (as the same may be amended, superseded, or replace! rom time to time by the Cty in its sole dseretion) and SORTA's Advertising Polley (as the same may be amended, superseded, or replaced from time to time by SORTA in its Sole discretion) The Contractor agraes It shall not place (or permit any of its Subsidiaries, afflates, or subcontractors to place) any advertising on SORTA property in violation ofthe restrictions contained In SORTA’ Advertsing Policy. The Contractor shal refer all requests for advertising that may reasonably confit with the Advertsing Policy to SORTA for a determination as to whether such advertising confit withthe Advertising Policy. SORTA may, in ts sole discretion, determine if ‘advertisements (ether before or after such advertisements are posted) comply with fr conflt with the Advertising Poley, The Contractor shall comply with any terminations made by SORTA 5. Monthly Reports: Within 10 days ofthe end of each month, the Contractor shall furish the SORTA Project Menaser with a detaled monthly statement of monthly and year to date ‘prose and net bled revenues to inciude: ‘otal revenue an total volume Revenve and volume by advertiser Total trade space “otal ree space Expenses in etal satstactory to SORTA ‘Agency commissions Ravenve to Contractor ‘Cash due to SORTA from Contractor age 20"|. Revenue charged to advertisers, advertising materal expense, cost to instal land remove advertising from shelters, total cost, revenue and profit percentage (quarter) |. Unealectile advertising recevables Language Conflicts: I there is any colt between or arong te language and/or items set forth in this ‘document, SORTA’S RFP and/or Advertising Vehicles Inc. Proposal the following shall be the order of precedence: ‘a ‘this Contract . Advertising Vehicles, In. Proposal 6. SORTA'S Request for Proposals Advertising Vehicles, Inc, agres to carryout this Contract in accordance with al the terms, conditions and specifications, asset forth or incorporated herein, Without limiting the foregoing, Advertsing Vehiles, Ine. acknowledges the statements in its proposal are promises of what Contractor wl provide to SORTA. . SORTA agrees to carry out tis Contract in accordance with all terms, conditions and specications asset forth or incorporated herel, “Tis Contract shall e effective upon its approval the SORTA Governing Boat {SIGNATURE FAGE FOLLOWS! age30e4it WITNESS WHEREOF, the pores have caused this Agreement to be signed as of the dates set forth betous SOUTHWEST OHIO REGIONAL TRANSIT ADVERTISING Ver Jc sue: pate: _ce| v7 [wo Pageor4