125DO003_Scope_of_Work_-_On-Vehicle_Advertising.pdf

Request for Proposal RFP 125DO003 - On-Vehicle Advertising

Scope of Work - RTD On-Vehicle Advertising

8. STATEMENT OF WORK SERVICES/TECHNICAL SPECIFICATIONS

Table of Contents

Definitions RTD Background RTD’s Advertising Policy and Objectives On-Vehicle Advertising – General Scope of Work Use of Advertising Space for RTD Messaging Installation, Maintenance and Removal of Advertising Content Restrictions Safety Finance, Reporting and Audits Audits and Adjustments Technical Specifications

Exhibits

A - RTD Commercial Advertising Policy B - RTD Bus Fleet Inventory C - RTD Rail Fleet Inventory D - RTD On Vehicle Installation Guide E - Flatiron Flyer & Rail Map [Including FasTracks progress] F - RTD Division Locations & Addresses G - Sample Advertising Client List H - Monthly Billing Summary Report I - Sample Advertising Inventory Report J - Sample Advertising Revenue Report K - On Vehicle Inventory Report L - RTD Production and Installation Rates Pricing Form M - Published Advertising, Production and Installation Rates Pricing Form

I.Definitions

1. Unless otherwise defined in the Contract, capitalized terms in this Statement of Work have the following meanings:

a. Advertising means all forms of advertising on Designated Vehicles under this SOW, including Commercial Advertising and RTD Messaging

b. Advertising Contract means a contract between Contractor and an Advertising Customer for Commercial Advertising on a Designated Vehicle

c. Advertising Customer means an entity that has entered into an Advertising Contract with Contractor

d. Commercial Advertising means paid advertising to generate revenue for the construction, operations and maintenance of the District’s facilities and services;

includes Government Communications

e. Contract has the meaning set forth in Article 1 of the General Terms and Conditions of the Contract.

f. Contractor has the meaning set forth in Article 1 of the General Terms and Conditions of the Contract.

g. Contractor Representatives means Contractor’s employees, subcontractors, agents and representatives

h. Corporate Partnership Program means RTD’s revenue program in which qualified companies partner with RTD to utilize RTD advertising assets through various advertising opportunities, including exclusivity, naming rights, advertising, signage, collateral material, online visibility, and onsite rights

i. Dated Copy means advertising content with a specific end date as detailed by the applicable Advertising Contract.

j. DTO means Denver Transit Operators, RTD’s contractor for maintenance all commuter rail vehicles and operation of the A, B and G lines

k. Designated Vehicles means the revenue vehicles in the Rolling Stock designated by RTD to be utilized for Advertising in accordance with the Contract

l. District (or RTD) means the Regional Transportation District

m. Existing Advertising Contracts means advertising contracts for Advertising

Space managed under the Preceding System Advertising Contract that are still in effect as the Effective Date of the Contract

n. Government Communications means public service information about federal, state and local government programs and activities when requested specifically by federal, state and local entities, including advertising from non-profit organizations that are partnering with such entities

o. Interior Rail Installation Work Order means a work order submitted by Contractor to RTD or DTO for the installation of Advertising on the interior of light rail vehicles or commuter rail vehicles

p. MallRide Shuttle means RTD’s free bus shuttle services traveling along 16th Street from Union Station to Civic Center Station; soon to be renamed 16th Street FreeRide

q. Media Trade means a contractual trade of advertising/media space between RTD and a selected company that has not purchased on-vehicle Commercial Advertising in the previous 12 months

r. MetroRide means RTD’s free bus service traveling along 18th and 19th streets from Union Station to Civic Center Station

s. Minimum Advertising Guarantee or MAG means the minimum amount paid by Contractor to RTD for each year of the Contract term, regardless of actual advertising revenue, as further described in the Statement of Revenue Cost section of the Contract.

t. Net Revenue means the net annual amount billed by Contractor for Commercial Advertising for each True-Up Period (as defined in the Statement of Contract Revenue), as calculated in accordance the Statement of Contract Revenue section of the Contract

u. Preceding System Advertising Contract means the system advertising contract for the management of RTD’s Advertising that preceded the Contract

v. Rolling Stock means, for purposes of this SOW, RTD’s fleet of commuter rail vehicles, light rail vehicles and fixed-route buses (transit and coach)

w. RTD (or District) means the Regional Transportation District

x. RTD Advertising Space means the space on the interior and exterior of

Designated Vehicles designated by RTD for Advertising, as more fully described in the below section entitled “Technical Specifications”

y. RTD’s Contracted Services Contractors means contractors under contract with RTD to perform bus or rail operations on behalf of RTD, including, but not limited to, DTO

z. RTD Messaging means (i) information provided to the public by or about RTD, including information about RTD transit services, programs, or products, such co-sponsorships with commercial or governmental third parties that are intended by RTD to increase ridership or otherwise support RTD’s mission, (ii) advertising related to the Corporate Partnership Program, and (iii) RTD’s Media Trades, cooperative advertising, and other trade options

aa. RTD Property means all real and personal property owned, controlled, or operated by RTD and all real and personal property owned, controlled or operated by RTD’s Contracted Services Contractors for purposes of providing services to

RTD

bb. RTD Messaging Installation Work Order means a work order submitted by RTD to Contractor for the installation of RTD Messaging

cc. SOW means this Statement of Work

dd. Transition Period means the period commencing on the Effective Date of the

Contract and continuing for 30 calendar days

ee. Unsold Space means any exterior Advertising Space on buses which is not under a valid, signed Advertising Contract for a period of two calendar weeks from the date of expiration of the last Advertising Contract governing said space

ff. Work has the meaning set forth in Article 4.1 of the General Terms and Conditions of the Contract and, for the avoidance of doubt, includes the fulfillment of the requirements set forth in this SOW by Contractor

II.RTD Background

1. For informational purposes only, the following is information regarding RTD’s service area, operations and fleet statistics, as of March 21, 2025. This information is also currently accessible at https://www.rtd-denver.com/open-records/reports-and-policies/facts-figures.

2. RTD is a government entity responsible for the development, operation and maintenance of a public mass transportation system for the benefit of the citizens of its geographic district. RTD is governed by a publicly elected Board of Directors which consists of fifteen

(15) members. The RTD district area is comprised of fifteen (15) geographical districts located in the seven-county area comprising the Denver Metropolitan area (District). The 2,345 square mile District includes 40 municipalities in 6 counties plus 2 city/county jurisdictions. A current list of RTD’s Divisional Facilities is attached to the Contract as Exhibit F.

3. Service Overview

a. Service area population: 3.09 million

b. Weekday regular fixed-route scheduled miles: 135,495 (includes bus, rail, Free

MallRide, Free MetroRide)

c. Annual regular fixed-route service miles operated: 60,532,485 (includes rail)

i. Active bus stops: 9,720

ii. Fixed routes: 112

1. Commuter rail: 4

2. Light rail: 6

3. Local: 85

4. Regional: 12

a. Includes Limited: 10

5. SkyRide (Includes Airport): 5

4. Ridership:

a. Annual boardings: 65,230,065

b. Bus boardings: 42,689,708

c. Access-a-Ride: 1,215,216

d. Rail Boardings: 19,493,133

i. Light rail: 11,161,755

ii. Commuter rail: 8,331,378

5. Bus System

a. The RTD bus Rolling Stock includes buses operated directly by RTD and by RTD’s

Contracted Services Contractors.

b. For informational purposes only, the bus fleet and facility assignment information as of April 1, 2025 is attached to the Contract as EXHIBIT B (RTD Bus Fleet Inventory).

c. Active Bus Fleet

i. Total buses (all are wheelchair lift-equipped): 955

ii. RTD-owned and operated: 594

iii. RTD-owned, leased to private carriers: 361

iv. Peak-hour buses required: 8:08 a.m., 8:41 p.m.

v. Average age of fleet: 8.1 years (revenue) https://www.rtd-denver.com/open-records/reports-and-policies/facts-figures https://www.rtd-denver.com/open-records/reports-and-policies/facts-figures

6. Rail System

i. The RTD Rail System includes approximately 201 light rail trains and 33 married pairs [commuter rail] vehicles. A current map of RTD rail corridors is attached to the Contract as Exhibit E.

1. The A, B, G and N Lines are heavy commuter rail lines with level boarding stations that have at-grade plazas which vary in number, size, and configuration at each station.

2. RTD contracts with Denver Transit Operators (DTO) to maintain all commuter rail vehicles and to operate the A, B and G lines. RTD operates the N line with vehicles maintained by DTO.

3. The RTD light rail lines (D, E, H, L, R and W) are above-ground stations with street level plazas operated by RTD.

ii. For informational purposes only, current rail fleet information is attached to the Contract as EXHIBIT C (Commuter Rail Fleet Inventory).

III.RTD’s Advertising Policy and Objectives

1. It is the policy of RTD to utilize Advertising Space for Advertising, to the extent such use supports RTD’s mission and operations. The primary objective of Commercial Advertising is to maximize the net revenues to the District in accordance with the policy and standards stated in this SOW.

2. All Commercial Advertising is subject to RTD’s Commercial Advertising Policy, as updated from time to time, and attached to the Contract as Exhibit A (also available at https://www.rtd-denver.com/reports-and-policies/commercial-advertising-policy). RTD’s Commercial Advertising Policy may be updated or revised from time to time, at RTD’s sole discretion. Contractor must comply with any changes, updates or alterations to the Commercial Advertising Policy.

IV.On-Vehicle Advertising – General Scope of Work

1. In accordance with this SOW, the Work to be performed by Contractor includes:

a. the sale and account management of Commercial Advertising for Designated Vehicles, and

b. the management of display, installation, maintenance, and removal of Advertising on Designated Vehicles, except with respect to installation, maintenance, and removal of Advertising on the interior Advertising Space of light rail vehicles and commuter rail vehicles, which will be managed by RTD or its designated representatives.

2. Except as provided otherwise in this SOW and the Contract, Contractor will perform the Work at no cost to RTD.

3. Contractor will act as a licensee and not as agent for RTD to sell and maintain Advertising Space on Designated Vehicles.

4. Subject to this SOW and the terms and conditions of the Contract, Contractor will:

a. Promote Commercial Advertising to potential Advertising Customers;

b. Sell and manage the sales of Commercial Advertising on RTD Advertising Space, which includes:

i. assisting Advertising Customers with production of advertising material;

https://www.rtd-denver.com/reports-and-policies/commercial-advertising-policy

ii. preparing and enter into Advertising Contracts and change orders; All Advertising Contracts must have a start of December 1, 2025 or later.

iii. Invoicing Advertising Customers; and

iv. Collecting all payments from Advertising Customers;

c. Ensure payment for all advertising sold, including legal action against delinquent Advertising Customers; and

d. As more fully described in the below section entitled “Content Restrictions”, ensure that all Commercial Advertising complies with RTD’s standards, including RTD’s Commercial Advertising Policy, by performing initial screening of form and content of ads, among other measures;

e. Invoice Advertising Customers based on the published advertising rates for all Commercial Advertising, as set forth on Exhibit M of the Contract.

f. With respect to published advertising rates:

i. Establish a benchmark to understand market fluctuations and to establish and maintain fair, consistent pricing systems.

ii. The Contractor is afforded the flexibility to negotiate rates with Advertising

Customers up to, but not to exceed, 15% discounts for Advertising Contracts. Discounts in excess of 15% will require review and approval by RTD’s Project Manager.

iii. Subject to the written approval by RTD, the Contractor may adjust the published rates on an annual basis, but any increases may not exceed the percentage increase in the Consumer Price Index for All Urban Consumers published by the US Department of Labor, Bureau of Labor Statistics, unless approved in writing by RTD.

g. Maintain RTD-specified records;

h. Maintain perpetual inventory of Advertising Space;

i. In accordance with the below sections entitled “Technical Requirements” and

“Installation, Maintenance and Removal of Advertising”,

i. Prepare signage; and

ii. install and remove signage (except with respect to the interior Advertising

Space on light rail and commuter rails);

iii. Store signage (when appropriate);

iv. Dispose of signage, utilizing RTD’s approved method for disposition of rubbish or recycling, when available;

v. Review signage condition (quality control); and

vi. Provide preparation materials to include advertising sign preparation materials;

j. As more fully described in the below section entitled “Damage, Repairs and

Maintenance”, repair or replace all damaged Advertising, and at Contractor’s cost, reimburse RTD for all costs associated with damage to Designated Vehicles or RTD Property resulting from the Work;

k. As more fully described in the below section entitled “Safety”, perform all work in accordance with RTD’s safety standards, as well as all applicable laws and regulations.

l. As more fully described in the below section entitled “Finance, Reporting, and Audits”, reconcile revenue collected against invoices with RTD Finance on a monthly basis; and

m. As more fully described in the below section entitled “Finance, Reporting and Audits”, provide audit information upon RTD’s request.

5. During the term of the Contract, Contractor may propose new initiatives, advertising methods and other innovations for Advertising for review and approval by RTD. If RTD approves of any such initiatives, methods or innovations, the parties will enter into a Contract amendment to memorialize the modifications to this SOW. To that effect, proposals for incorporating exterior/interior advertising must be reviewed and approved by RTD. Vehicle audits/review of current RTD Bus & Rail Fleet Standards with RTD and Contractor, and others, may be required to evaluate proposed advertising locations and will be at the discretion of RTD. In considering new initiatives, priority must be given to the bold design and visual graphics of the Rolling Stock, which are important in establishing the RTD identity. The high visibility of the Rolling Stocks plays an important role in creating awareness and strengthening RTD's brand equity throughout the Denver Metro Region. The Rolling Stock is currently composed of various vehicle makes and models and identified by a series of service names and colors.

6. In accordance with Article 49 of the Special Provisions of the Contract, RTD reserves, and shall have, the right to make operational changes in routes, schedules and numbers of buses or rail vehicles in service including, but not limited to, temporary or permanent suspension of routes, addition of routes, and changes in the number and location of garages and in the number of buses or light rail vehicles in service. Except as expressly provided in the Contract, such operational changes shall not constitute a breach of the Contract nor affect or change the rights of the Parties hereto or affect the payments required under the Contract.

7. Contractor will perform the following during the Transition Period:

a. the Contractor shall work collaboratively with RTD to ensure continuity of the on-vehicle advertising program and the uninterrupted fulfillment of Existing Advertising Contracts. During the Transition Period, there will be general background and maintenance support requiring the immediate attention of the successful Contractor, including, but not limited to, verifying inventory of all interior/exterior Advertising, maintenance of damaged RTD Messaging and advertising on Existing Advertising Contracts and, if necessary, addressing residual branding from RTD’s previous advertising system contractor.

b. Within 30 days of the Effective Date of the Contract, Contractor shall submit a detailed Transition Plan for RTD review and approval. The plan shall address, at a minimum:

i. Procedures for managing Existing Advertising Contracts and associated obligations.

ii. As necessary, attend coordination meetings with RTD and the Preceding System Advertising Contract contractor.

iii. A detailed plan and proposed timeline for assuming full program management of Advertising in accordance with the SOW.

c. The Contractor shall install, maintain and remove Existing Advertising Contracts in the same manner as Advertising Contracts under this SOW. This includes, but is not limited to, ensuring the display of advertising materials and fulfillment of contracted obligations such as campaign duration, placement, production quality, and service levels.

i. Existing Advertising Contracts as of the Effective Date of the Contract include those shown On Vehicle Inventory Report attached to the Contract as Exhibit K. RTD may provide Contractor with an updated report during the Transition Period.

ii. The Contractor shall not remove or alter existing advertising placements except in accordance with the applicable Existing Advertising Contract or as otherwise unless directed in writing by RTD or required by law.

iii. The Contractor will not be entitled to any revenue under the Existing Advertising Contracts nor will Contractor administer billing for Existing Advertising Contracts.

d. If applicable, the Contractor shall not reuse, reproduce, or modify any advertising artwork or creative materials obtained from the Preceding System Advertising Contract without the express written consent of RTD and/or the Existing Advertising Contractor customer. Any questions regarding ownership or rights to advertising materials shall be referred to RTD for resolution.

e. At the conclusion of the Transition Period, the Contractor shall assume full responsibility for all aspects of the on-vehicle advertising program, including management of Existing Advertising Contracts, as well as sales of new advertising space, production, installation, and removal of advertising materials in accordance with this SOW.

V. Use of Advertising Space for RTD Messaging

1. RTD Messaging, including Corporate Partnership Program

a. The following portions of the Advertising Space are reserved for RTD Messaging, including Corporate Partnership Program messaging, Media Trades, or other purposes at its sole discretion. RTD may designate entire vehicles or fleets within the Rolling Stock for such use at its sole discretion. The Contractor may sell Commercial Advertising for the remaining Advertising Space.

i. Bus Interiors: RTD may use up to 50% of interior cards on bus Advertising Space monthly for RTD Messaging, including Corporate Partnership Program signage.

ii. Light Rail Vehicle and Commuter Rail Vehicles Interiors: RTD may use up to 25% of interior cards of rail interior Advertising Space monthly for RTD Messaging, including Corporate Partnership Program signage. The

iii. Bus Exteriors (Kings, Queens, Tails): RTD may use up to 15% of each bus exterior (kings, queens, tails) format monthly for RTD Messaging, including Corporate Partnership Program signage.

iv. Wraps: RTD may use up to 5% of bus wraps and 10% of rail wraps monthly for RTD Messaging, including Corporate Partnership Program signage.

b. RTD Messaging will be distributed proportionally across its operating divisions

(Platte, First Transit Denver, Longmont, Commerce City, Veolia, East Metro, and Boulder).

c. The process for requesting installation of RTD Messaging requesting installation of RTD Messaging is set forth in the section below entitled “Installation, Maintenance and Removal of Advertising”.

2. Corporate Partnership Program

a. RTD may contract with a Corporate Partnership Program manager to oversee corporate sponsorships and coordinate with the Contractor regarding production, space allocation, and installation for such partnerships. Contractor will coordinate with the Corporate Partnership Program to ensure the timely and efficient installation, maintenance and removal of Advertising for the Corporate Partnership Program.

3. Unsold Space

a. The Contractor will maintain a “No Empty Spaces” policy. Unsold bus exterior

Advertising Spaces will be allocated for RTD’s use, including self-promotion, until sold Advertising is installed.

4. RTD Messaging – Inventory Control

a. The Contractor will maintain an accurate inventory of all RTD Messaging materials, including spares for use in unsold spaces.

VI. Installation, Maintenance and Removal of Advertising

1. Except for light and commuter rail interior Advertising, the Contractor is responsible for installing, maintaining, and removing all Advertising, including RTD Messaging. The Contractor will also purchase, install, maintain, and replace all advertising equipment for the duration of the Contract.

2. Rail interior Advertising will be installed by RTD or DTO maintenance divisions for the respective modes of rail.

a. The Contractor must submit to RTD or its designees an Interior Rail Installation Work Order for Advertising to be installed on the interior light rail vehicles, as more fully described in the below section entitled “Technical Specifications”.

3. All signage installations must comply with RTD’s On-Vehicle Ad Installation Guide attached to the Contract as Exhibit D and this SOW, including the below section entitled “Technical Specifications”.

a. The Contractor will comply with the placement standards and all requirements of RTD’s On-Vehicle Ad Installation Guide to ensure that critical operational information, fire life safety equipment, and required elements are not obscured.

i. The Contractor may work with RTD to establish a revised standard specifications and standard ad sizes. Every Designated Vehicle is labeled with critical operational information, fire life safety equipment, and required elements which may not be obscured. Failure to perform an inspection with RTD Maintenance Staff following a full vehicle wrap may incur liquidated damages as set forth in the Contract.

4. Work will occur at RTD maintenance facilities: light rail vehicles at RTD-designated light rail facilities, commuter rail vehicles at the Commuter Rail Maintenance Facility (CRMF), and buses at various facilities designated by RTD. Contractor work must not disrupt RTD operations. The Contractor will coordinate with RTD representatives (including DTO and contracted bus service providers) to ensure work is performed at times and in a manner approved by RTD. Due to operational needs, installations or removals may be required at night or on weekends.

a. Use of RTD or its contracted bus services facilities must be requested at least ten business days before the installation date and approved in advance. Facility availability and scheduling are at RTD’s sole discretion.

5. Bus Interior Postings, Stocking, and Removal

a. Contractor will be responsible for posting, maintaining, and stocking interior

Advertising in buses, including poster decals (transfluxes) and interior cards.

6. Removal Deadlines

a. Dated Copy:

i. Contractor will install Advertising within five (5) days after the start date and remove within ten (10) days after the end date on the Advertising Contract or RTD Work Order.

b. Regular Copy:

i. If no start date is specified, Contractor will install Advertising within ten

(10) days of Advertising Contract execution; if no end date is specified, remove as soon as possible but no later than twenty (20) days after Advertising Contract expiration.

c. Wraps

i. Contractor will remove or replace within thirty (30) days of the end date specified in the Advertising Contract or Advertising Contract expiration.

7. RTD Messaging - Installation, Maintenance and Removal

a. RTD Messaging Installation Work Orders and RTD Messaging Production and Installation Costs

i. RTD will provide Contractor with RTD Messaging Installation Work Orders for the installation of RTD Messaging. Upon receipt of a RTD Messaging Installation Work Order for the production and installation of RTD Messaging, Contractor will provide a quote to RTD for production and installation based on the Production and Installation Rates set forth in Exhibit L of the Contract. RTD or its Corporate Partners will pay production and installation costs outlined in the quote unless otherwise specified.

ii. Timely installation and removal of RTD Messaging is critical. The Contractor must follow RTD Messaging Installation Work Orders precisely, particularly for Service Change postings, which occur three times annually (January, May, and September). Tight timelines and overlapping posting/removal schedules require strict adherence.

iii. Subject to the written approval by RTD, the Contractor may adjust the Production and Installation Rates set forth in Exhibit L of the Contract on an annual basis, but any increases may not exceed the percentage increase in the Consumer Price Index for All Urban Consumers published by the US Department of Labor, Bureau of Labor Statistics.

iv. Contractor will invoice RTD for production and installation in accordance with RTD’s remittance procedures, which RTD will provide to Contractor.

b. RTD Messaging - Installation on RTD Buses

i. Notwithstanding any term to the contrary in the Contract, the Contractor will install, at no cost to RTD, exterior signs on Advertising Space reserved for RTD Messaging or Unsold spaces and up to four full-fleet interior sign sets per month. Additional full-fleet installations requested by RTD will be compensated at the agreed upon Production and Installation Rates.

ii. RTD will provide Contractor with at least ten (10) business days’ notice for interior and exterior RTD Messaging sign installations (except in emergencies, as determined solely by RTD). Contractor must deliver RTD Messaging signage at least three (3) business days before installation.

c. RTD Messaging - Installation on Light Rail Vehicles

i. Exterior Ads

1. Contractor will install exterior signs in Advertising Space reserved for RTD Messaging or Unsold Spaces and invoices RTD per the agreed upon Production and Installation Rates set forth in Exhibit L of the Contract. RTD will provide Contractor with ten (10) business days' notice (except in emergencies, as determined solely by RTD), and signs must be delivered at least three (3) business days before installation.

ii. Interior Ads

1. RTD will install and remove interior Advertising. The Contractor must submit an Interior Rail Installation Work Order for Advertising to be installed on interior light rail vehicles at least two (2) weeks prior to the installation date. Contractor will notify RTD at least ten

(10) business days before the installation date and deliver materials not less than three (3) days prior to the installation date. If the Advertising duration is extended, RTD must be notified 48 hours before the original removal date.

d. RTD Messaging - Installation on Commuter Rail Vehicles (CRVs)

i. Exterior Ads

1. Contractor will install exterior signs in Advertising Space reserved for RTD Messaging or Unsold Spaces and invoices RTD per the agreed upon Production and Installation Rates. RTD will provide Contractor with ten (10) business days' notice (except in emergencies, as determined solely by RTD), and signs must be delivered at least three (3) business days before installation.

ii. Interior Ads

1. RTD/DTO will install and remove interior advertising. The

Contractor must submit an Interior Rail Installation Work Order for Advertising to be installed on interior commuter rail vehicles at least two (2) weeks prior to the installation date. Contractor will notify RTD at least ten (10) business days before the installation date and deliver materials not less than three (3) days prior to the installation date. If the Advertising duration is extended, RTD must be notified 48 hours before the original removal date.

e. Service Change Copy:

i. RTD performs adjustments to service levels at various times each year

(Service Changes). These changes account for adjustments relative to traffic patterns, ridership trends, economic factors, operational resources, Title VI equity and community feedback. RTD is obligated to the Federal Transit Administration (FTA) and the Federal Railroad Administration (FRA) to document assurances of public communications surrounding these changes.

ii. Service Changes occur three time per year, typically in January, May and September.

iii. For the purposes of this Contract, Contractor is responsible for a full fleet transflux (bus interior poster) installation within the specified timeframe provided on RTD Messaging Installation Work Orders for service change copies, with the exception of Rail interior posters, which are installed by RTD or DTO maintenance divisions for the respective modes of rail. These timeframes are not flexible due to FTA/FRA obligations.

iv. Each Service Change includes a Proposed Service Change and Final Service Change.

v. Proposed Service Change postings typically, but not necessarily, occur as follows:

1. January Proposed posted in September or early October

2. May Proposed posted late January or early February

3. September Proposed posted in late May or early June

vi. Final Service Change postings typically, but not necessarily, occur as follows:

1. Final January posted in late December or early January

2. Final May posted in late April or early May

3. Final September posted in late August or early September

vii. Often, Final Service Change notices are removed and replaced with Proposed Service Change notices within a tight timeframe, per the schedule provided by RTD on RTD Messaging Installation Work Orders.

viii. Auditing – Final Service Change postings are audited by RTD service monitors following the installation to provide FTA/FRA the assurance required for public postings.

1. Because of the tight timeframes, overlap of posting/removal dates and the auditing process, RTD Messaging Installation Work Orders for Service Changes must be specifically followed.

VII. Damage, Repairs and Maintenance

1. Contractor will reimburse RTD for all costs, including labor costs and material costs, incurred by RTD for the repair of damage to the Rolling Stock or RTD Property resulting from the Work, including the installation or removal of advertising materials and adhesive process. Labor costs to be reimbursed will be based on the current RTD labor rate plus benefits paid to RTD employees or contractors, as applicable. Contractor will reimburse RTD for such costs within thirty (30) days of receipt of an invoice provided by RTD to

Contractor.

2. Contractor will conduct inspections of all advertising installations under this Contract at least once per month, and, at Contractor’s expense, will remove or replace damaged and/or malfunctioning advertisements, including RTD Messaging, within three business days of discovering or receiving a notice of such damaged or missing material.

3. If a Designated Vehicle is wrecked or suffers significant damage (at no fault of Contractor or Contractor representatives) or graffiti to the point that the Designated Vehicle is rendered out of service or otherwise unable to properly display Advertising, RTD will repair the Designated Vehicle at its own expense as soon as possible. Contractor will be entitled to an extension of the Advertising Contract term for a period equivalent to the time the Designated Vehicle was not in service with respect only to Advertising on the severely damaged Designated Vehicle. This does not apply to vehicles that are out-of service due to routine maintenance, repair or modifications lasting less than thirty days.

VIII. Content Restrictions

1. RTD’s Commercial Advertising Policy

a. All Commercial Advertising content is subject to RTD’s Commercial Advertising Policy. Contractor must ensure that all Advertising complies with RTD’s Commercial Advertising Policy.

2. Rejection of Content

a. In addition to, but consistent with RTD’s advertising standards and Commercial

Advertising Policy, Contractor may review advertising content according to its own guidelines of acceptability.

b. RTD reserves the right to reject any advertising content submitted for display on its properties and/or to order the removal of any advertising posted on its properties. Rejected advertising content may have the opportunity to appeal the rejection per RTD’s Advertising Content Review and Appeal Procedure.

c. RTD Communications Department makes decisions regarding the rejection or removal of advertising based upon the criteria in RTD's Commercial Advertising Policy. Upon notice to Contractor from the Project Manager that an advertisement must be removed, the Contractor will immediately uninstall such advertisement within 24 hours after initial notification. Upon request, RTD will furnish written confirmation of the order to remove.

3. Contractor Content

a. Subject to the advanced written approval of RTD, Contractor may install on the exterior of Designated Vehicles advertising developed and produced for the Contractor’s own use to promote the sale of Commercial Advertising or a related theme or concept. The content, sizes, number and locations of such exterior advertising will be submitted to RTD for review and approval in advance of posting.

RTD reserves the right to limit the amount of available space for display of such advertising to five percent (5%) of total Advertising Space.

IX. Safety

1. Contractor will ensure that all materials used to perform the Work meet or exceed Fire Life Safety standards as specified by RTD’s Safety Department.

2. The Contractor will be responsible for all safety related aspects of the Work. The Contractor will obtain and adhere to all health, fire, and other relevant safety regulations, work practices, and procedures prescribed by law and by RTD and will ensure that the Contractor Representatives, including Contractor’s employees and subcontractors’ employees, are notified of, understand, and abide by such regulations, practices and procedures at all times.

3. The Contractor will promptly report all accidents, safety incidents, injuries, and environmental incidents related to the Work that occur on RTD Property to appropriate government authorities as required by law and to RTD as directed by RTD.

4. The Contractor will stop Work when an imminent hazard to persons, property, or the environment is identified and will immediately notify RTD that Work has stopped, providing the reasons for stopping the Work and an estimate of when the Work will resume.

5. At any reasonable time, RTD may inspect a Work site and appropriate records regarding the Contractor’s safety procedures and statistics to ascertain compliance with the safety requirements of this Contract.

6. Notwithstanding any other provision of this Contract, RTD has the right to immediately suspend the performance of the Work if RTD, in its sole judgment, determines that:

a. A Contractor Representative fails to comply with RTD safety requirements, including Personal Protective Equipment (PPE) requirements, or applicable safety laws and regulations while performing the Work,

b. the Work is jeopardizing the safety of the public or RTD employees, contractors or customers; or

c. the Work is interfering with RTD operations.

7. The Contractor will communicate with RTD any foreseeable risks for proposed Work to be performed. This may be in the form of a process hazard analysis (PHA), job safety analysis or job hazard analysis (JSA/JHA), job task analysis (JTA) or any other form of risk assessment so that hazards of the work are known and mitigated. RTD may direct Contractor not to perform such Work if RTD determines, in RTD’s sole discretion, that such risks are unacceptable to RTD.

8. The Contractor will be responsible for conducting and delivering either a System Change Modification or a Safety and Security Certification depending on what the RTD Safety Department considers such actions necessary for the Work to be performed.

9. All Contractor Representatives who will perform Work on the RTD Rail systems must complete RTD Rail Safety training as applicable by rail mode. This training may be administered by:

a. RTD Light rail

b. RTD Commuter Rail

c. DTO - Denver Transit Operators

10. The Contractor will coordinate with RTD Operations Divisions to gain access to Designated Vehicles to install advertisements. RTD will provide Contractor with RTD identification (ID) cards for installers and representatives who require access to rail and bus stations and/or rail and bus divisions. The Contractor ID is not valid for fare on any part of the RTD transit system.

11. Check In

a. The Contractor is required to check in with Operating Division staff (Maintenance Manager/Supervisors) upon arriving at any RTD Operating Division, including facilities owned or operated by RTD’s Contracted Services Contractors, and prior to starting any work on RTD Property. The purposes of checking in are:

i. To ensure safety for Contractor Staff, coordination of the work between Contractor and RTD,

ii. To provide confirmation of which Designated Vehicles are to be worked on by Contractor, as well as the location at which the work will be performed;

and

iii. To ensure that the parties are aware of who is on RTD Property in the event of an emergency.

b. Failure to check-in may result in liquidated damages as set forth in the Contract.

X. Finance, Reporting and Audits

1. Revenue Payments

a. In exchange for Contractor’s right to collect certain revenue for Commercial

Advertising, Contractor will compensate RTD an amount equal to the applicable MAG or the agreed-upon percentage of the Net Revenue to be paid RTD, whichever is greater, for each True-Up Period (as defined in the Statement of Contract Revenue section of the Contract).

b. The Contractor may also provide “Added Value”, as will be reflected in the Statement of Contract Revenue of the Contract. Acceptable “Added Value” items include advertising media, production, design and printing services.

2. Historical Revenue

a. The table below displays RTD’s historical revenue amounts (minimum guarantee and additional revenues) paid to RTD for information purposes. RTD’s current contract for system advertising with Lamar Transit, LLC. will terminate on December 1, 2025. This information is provided for informational purposes only and is in no way a guarantee of any potential revenue under the Contract.

b. The revenue is based upon a fixed annual guarantee, with additional revenues due to RTD if the Contractor receives net revenue in excess of the minimum guarantee on a percentage basis.

Period of Performance

Minimum Annual Guarantee

Annual Net Revenue

Revenue Share

Additional Revenue paid to RTD above the MAG

2015 $4,000,000 $4,913,099.65 70% RTD / 30%

Lamar $0

2016 $3,300,000 $5,199,792.32 60% RTD / 40%

Lamar $19,875.39

2017 $3,400,000 $4,942,067.00 60% RTD / 40%

Lamar $0

2018 $3,400,000 $5,144,061.84 60% RTD / 40%

Lamar $0

2019 $3,400,000 $5,020,350.15 60% RTD / 40%

Lamar $0

2020 $3,400,000 $3,919,380.53 60% RTD / 40%

Lamar $0

2021a $2,040,000 $3,460,155.87 60% RTD / 40% Lamar $0

2022* $5,200,000 $5,656,664.74 70% RTD / 30%

Lamar $0

2023* $5,400,000 $5,030,753.78 70% RTD / 30%

Lamar $0

2024* $5,600,000 $4,404,106.57 70% RTD / 30%

Lamar $0

2025* $6,000,000 $1,695,133.41 (ytd)

70% RTD / 30%

Lamar $0 a – Adjustment to Revenue Share due to COVID

* Reflects System Advertising Revenue that included digital signage which is not part of this SOW.

3. Revenue Reporting

a. The Contractor will provide monthly revenue reports on the status of all Commercial Advertising revenues. The report should provide revenue information, net 45 days, for bus vehicle and rail vehicle revenues, as applicable. Contents of this report may be subject to change or modification, as RTD may deem necessary to meet its needs.

4. Required Reports

a. The Contractor will provide, at a minimum, the following documents and information to RTD, substantially in the formats provided in the referenced exhibits. Contractor will provide templates for the below documents for RTD’s review and approval within thirty (30) days of the start of the term of the Contract:

Documents Frequency

Updated Client List Year to Date – See sample Advertising Client List attached to Contract as Exhibit G

Monthly

Billing / Invoicing Journal – Report of all invoices and any sales contracts finalized for that month

Monthly

Monthly Billing Summary Report – a monthly summary of activity showing at a minimum for each sale: the contract number, Advertising Customer name, type and number of signage sold, name, if any, commission, discount or bonus amount and the monthly net revenue amount See sample Monthly Billing Summary Report Billing Invoice Journal attached to Contract as Exhibit H

Monthly

Advertising Inventory Report for all Rolling Stock – See sample Advertising Inventory List attached to Contract as Exhibit I Report must include inventory of RTD signs in storage / not installed.

Alternative means for tracking on-vehicle advertising inventory may be proposed to RTD.

Monthly

List of payments sent directly to Contractor Monthly

Reconciliation with RTD of all payments Monthly

Inspection/audit of records and financial data involved in the operation of vehicle advertising during the regular business hours and at other times

As requested, to be submitted within one (1) day after written notice by RTD

A revenue report: all contracts in effect, billings for the month, past due amounts, total remaining balances on accounts, and contract expiration dates.

As requested, to be submitted within 15 days after written notice by RTD

5. Electronic reports sent to:

a. RTD Contract Administrator

b. RTD Supervisor, Operations Accounting

c. RTD Project Manager

XI. Audits and Adjustments

I. Performance Audit

a. RTD will conduct a physical performance audits at its discretion during of the term of the Contract to evaluate whether project deliverables meet customer needs, are aligned with advertising market rates and to ensure the clean and professional presentation of all advertisements.

II. Financial Audits

a. RTD reserves the right to hold financial and physical audits of the entire advertising inventory awarded as a result of this Contract, including without limitation, all transactional receipts related to this Contract. Audits will reconcile all of Contractor’s sales receipts against payments to RTD for the same period of time.

Audits may serve to ensure that each Party has received its appropriate share of revenue. Audits may also serve as an assessment of the Contractors’ performance in compliance with the terms and conditions of the Contract. RTD reserves the right to conduct the audits at will, and will inform the Contractor in writing of intended audit activity and period.

III. A physical audit will be a visible count of all advertising placed in and on RTD’s Rolling Stock. Fiscal audits will constitute a detailed review of the Contractor’s sales and will include the collection of sales and billing records for the purpose of determining that sales were executed at the established rates, what discounts were provided (if any), and to validate that the amount of advertising space and time allocated to the advertiser match the recorded amount sold, and that the amounts collected were in accordance with the rates approved by RTD.

IV. The results of both audits will be compared with the Contractors’ billings and any deficiencies or irregularities will be corrected by Contractor in the Contractors’ billing statements within 45 business days of notification by RTD. Any net underpayment to RTD disclosed by the audit will be due and payable to RTD Accounts Payable.

V. The rights provided in this Section are not exclusive and are in addition to any other rights provided by law and in the Contract.

XII. Technical Specifications

1. RTD Messaging Space on Designated Vehicles includes:

a. Bus Exteriors, as more particularly shown on RTD’s On-Vehicle Ad Installation

Guide attached to the Contract as Exhibit D:

i. King Exteriors – street side advertisement, measuring 30” x 144” horizontal

ii. Queen Exteriors – curb side advertisement, measuring 30” x 88” horizontal

iii. Tail Exteriors – rear of vehicle advertisement, measuring 21” x 72” vertical

iv. Kongs – Direct App – Street side direct application advertisement measuring 53” x 228” horizontal

v. Full Backs – Direct App – rear of vehicle direct application advertisement measuring 89.5” x 120” horizontal

vi. Full Side – Direct App – complete single side direct application advertisement measuring 96” x 480” horizontal

vii. Full Wrap – Direct App – direct application advertisement consisting of (2) to full sides and (1) full back wraps.

b. Bus Interiors:

i. Interior Card [applicable to Fixed Route, Free MallRide, Free MetroRide] - Standard sizes of 11” x 28” horizontal are quoted here in determining the amount of space available. These signs will be made of a sturdy vinyl material.

ii. Michelangelo [applicable to Fixed Route, Free MallRide, Free MetroRide] - Maximum size 24” x 24”, direct application, using a low-tac vinyl substrate or approved equal. Maximum of two (2) per each bus.

iii. Interior Domination – A combination utilizing all available transflux positions on a single light rail car, commuter rail car or bus interior.

c. Free MallRide Exteriors, as more particularly shown on RTD’s On-Vehicle Ad Installation Guide attached to the Contract as Exhibit D:

i. Curbside w/ header – direct application advertisement measuring 45” x 216” horizontal

ii. Streetside w/ header – direct application advertisement measuring 25” x 216” horizontal

iii. Fullback – direct application advertisement measuring 89.5” x 216” vertical

iv. Free MetroRide Exteriors, as more particularly shown on RTD’s On-Vehicle

Ad Installation Guide attached to the Contract as Exhibit D:

v. Curbside front with header – direct application advertisement measuring

37” x 181”

vi. Curbside back with header – direct application advertisement measuring

37” x 164”

vii. Streetside front with header – direct application advertisement measuring

37” x 181”

viii. Streetside back with header – direct application advertisement measuring

37” x 164”

ix. Fullback – Rear of vehicle direct application advertisement measuring 89.5” x 120”

d. Light Rail Exteriors, as more particularly shown on RTD’s On-Vehicle Ad Installation

Guide attached to the Contract as Exhibit D:

i. Kong – direct application advertisement measuring 119.75” x 200.5” horizontal

ii. Full Wrap – direct application advertisement measuring 119.75” x 826.25” horizontal

e. Light Rail Interiors:

i. Interior Transflux – low-tac, direct application advertisement installed on glass wind screens inside light rail vehicles measuring 19” x 23” vertical

ii. Interior Domination – low tac, direct application advertisements defined as a single advertiser utilizing all plexiglass divider panels except the very end panels. (16) Sixteen ad panels are created and installed for an interior domination. Interior Dominations may be upgraded with the addition of Michelangelo’s to the same vehicle.

2. On-Vehicle Advertising Materials and Specifications

a. Bus Exteriors – Kings, Queens, Tails

i. RTD has transitioned to a self-adhesive, non-permanent, vinyl type “direct application” for all ‘traditional’ exterior ads (kings, queens and tails).

“Direct application” is used exclusively on Rolling Stock. Material to be used in all direct applications must be approved in advance by RTD.

ii. Direct app traditionals will originally be installed with a ‘framed’ underlayment ad that includes a neutral-colored boarder (typically black in color). Subsequent advertisements will have a small neutral-colored border so as to blend with the underlayment.

iii. All exterior advertisements will be manufactured, installed and removed in accordance with current industry standards. Each direct application advertisement will be free from wrinkles, will be “squared” to the vehicle contour lines, and will present a sharp and clear appearance.

iv. A new advertisement may be “layered” over a previously placed advertisement, as long as the advertisement being covered does not show through and as long as the advertisement fits into the neutral-colored border (not more than five times).

b. Bus Interiors – Interior Cards

i. Interior advertising on buses will be printed on sturdy vinyl material stock that will slide into the frames on these vehicles. A new interior advertisement cannot be “layered” over a previous ad.

c. Bus Exteriors – Direct App

i. Direct Application. The advertisement is applied directly to the bus (no frame is involved). RTD approval is required of each “design” before production application for any design that uses any portion of a window.

RTD has the right to refuse any design that RTD determines exceeds the boundaries provided in the RTD On-Vehicle Installation Guide attached as Exhibit D to the Contract. Only direct application advertisements are permitted on intercity, Free MallRide and Free MetroRide buses.

ii. The approved exterior direct application material is a…