EXHIBIT D : MEMORANDUM OF UNDERSTANDING:

BUS ADVERTISING REPAIR

AND BILLING SOP

Background SORTA is seeking a contract with a qualified vendor to manage the sale and installation of exterior and interior transit advertising on its buses. This memorandum of understanding (MOU) establishes the expectations and standard operating procedures (SOP) that will govern the day-to-day provision of these services and lays out each party’s responsibilities once a qualified Contractor is selected.

I. General Advertising

A. Contractor will send all advertising content to the SORTA Director of Marketing for review PRIOR to its placement to ensure it complies with SORTA’s ad policy. SORTA, at its sole discretion, may seek outside legal counsel for final determination.

B. All advertising content is governed by the advertising policy adopted by the Southwest Ohio Regional Transit Authority (Metro) Board of Trustees on July 18, 2017 (attached as Exhibit B.) Contractor agrees to follow this policy when selling or installing advertising content. SORTA, at its sole discretion, may modify this policy without prior consultation or approval from

CONTRACTOR.

C. CONTRACTOR will provide SORTA with a current list of its contracts which includes the expiration date of the contract, the vehicle number(s), and location(s,) (e.g. curb side, roadside, full wrap, etc.) and garage assignment of the installed advertising. This will assist SORTA in understanding which vehicles and locations are available for future advertising as well as ensuring normally scheduled maintenance can be planned and performed with the least amount of interference to existing advertising contracts.

D. This report must be submitted as no less than every 30 days, or the first Monday of each month. This report should be sent via email to the attention of the Fleet Quality & Appearance Specialist and the Director of Marketing.

II. Installation/Removal of Advertising

A. Basic installation guidelines to be followed in all cases whenever possible:

a. The installation escalation table approved between SORTA and

CONTRACTOR will be followed throughout the contract terms.

b. Installation of advertising is not permitted on the two curbside front passenger windows adjacent to the front door, the front passenger doors, front windshields, roadside driver’s window or any other area determined by SORTA to cause operational or safety concerns.

c. No lights, turn signals or reflectors may be covered.

d. Maintenance access panels/doors may be covered provided they are still able to meet their intended uses. Advertising should not restrict or reduce required air flow, where applicable, and should reflect the branding of the vehicle.

e. Focused advertising on or around the rear engine door is prohibited if the advertisement could distract from the visibility or recognition of the rear taillights, thereby increasing the risk of rear-end collisions.

f. In the event of a full bus wrap, the SORTA logo and bus number must be visible on all four sides of the vehicle for identification purposes for SORTA personnel, passengers, emergency responders, etc.

g. Wraps with dark backgrounds should incorporate reflective material into the design when possible.

h. No exterior ad shall partially obscure the Metro logo, name or branding on any side of the bus. For ads that do not completely cover this branding, a plain, white mask shall be applied behind the ad to cover the visible branding element(s.)

B. Contractor will contact SORTA at least one (1) day in advance of any required installation/removals of all advertising other than full bus wraps.

C. Contractor personnel and equipment are not permitted on SORTA property unless properly authorized as cited in these procedures under item B. above.

D. All vehicles used by CONTRACTOR for installations and/or removals shall be clearly marked identifying the company name on the vehicle. All personnel shall follow SORTA’s sign-in and sign-out procedures.

E. In the event CONTRACTOR uses subcontractors to perform any of its work, it shall be the sole responsibility of CONTRACTOR to ensure subcontractors follow all the policies, procedures, and guidelines contained in this MOU. For full bus wraps, a five (5) day notice is required. This gives SORTA the opportunity to perform needed body or mechanical repairs to buses, if necessary, prior to installation. (The five (5) day lead-time is considered a guideline to follow; however, both SORTA and CONTRACTOR understand circumstances beyond each organization’s control may occasionally affect the lead-time.)

F. CONTRACTOR will work with SORTA to coordinate the time, date, bus availability, and locations for any installations and removals. Such coordination will provide for a more systematic, safe, and secure environment for the work to be completed.

G. All installation/removal requests should be placed through SORTA’s Fleet Quality & Appearance Specialist.

H. Upon arrival at either garage, CONTRACTOR personnel must check in with a Maintenance Supervisor on duty at the time.

I. CONTRACTOR may use SORTA’s dumpsters for disposal of debris from installations and removals; however, use of trash barrels in parking bays is prohibited.

III. Repair and Notification

A. Contractor will complete a “Metro Bus Body Damage Report” prior to installing any advertising on SORTA’s vehicles. The report should contain a list of any and all damage to the bus that will be covered by the advertising being placed on the bus, as well as photographs of same. Upon completion of the report, copies will be provided to SORTA’s Fleet Quality & Appearance Specialist.

B. When advertising is removed from buses, CONTRACTOR will take all necessary precautions to minimize damage to the buses.

C. CONTRACTOR will make good faith efforts to ensure that when ads are removed there are no adhesive residues or ad remnants left behind.

D. During the removal process, CONTRACTOR will photograph any damage that occurs and will complete a “Metro Bus Body Damage Report” prior to any new advertising being placed over the damage. The report and photographs will be forwarded to SORTA’s Fleet Quality & Appearance Specialist.

E. CONTRACTOR will cover any damaged areas with another ad or a piece of white vinyl.

F. If there is damage to the SORTA decals or branding, CONTRACTOR will cover the area with another ad or install a new decal or branding element.

SORTA will stock the vinyl for replacement decals and branding elements and CONTRACTOR will be responsible for reimbursing SORTA for these costs.

G. In addition, a lead installer from CONTRACTOR will conduct a monthly quality control check of SORTA’s bus fleet. The lead installer will inspect buses at both the Queensgate and Bond Hill locations, reviewing damage that was reported on the “Metro Bus Body Damage Reports,” as well as any additional damage not previously reported.

H. If, after reviewing reports and photographs of damage to a bus, it is determined that the damage is beyond what is considered reasonable in removing advertising, and that repairs by SORTA staff are required, SORTA will provide CONTRACTOR with an estimate of the cost of the repairs. These costs will be reimbursed to SORTA by CONTRACTOR.

I. If a bus is damaged by SORTA (in an accident, either in revenue service or not; by a SORTA employee during the performance of his or her job; in the bus washer; etc.) and the damage results in damage to an ad, SORTA will photograph any damage and complete a “Metro Bus Body Damage Report,” both of which will be supplied to CONTRACTOR. In this event, CONTRACTOR will supply SORTA with the cost to replace the damaged ad and SORTA will reimburse CONTRACTOR this same amount.

J. The goal of Sections H. and I. is to minimize additional costs for SORTA and the CONTRACTOR while maintaining a uniform fleet image.

K. For all repairs resulting from damage covered by Sections H. and I., a final inspection must take place and sign-off must be received from SORTA’s Fleet Quality & Appearance Specialist.

L. All repairs to SORTA buses’ branding (logo, web address, etc.) caused by CONTRACTOR must be completed within two weeks of receipt of a “Metro Bus Body Damage Report.”

IV. Bus Decommissioning

A. SORTA may remove buses permanently from service upon arrival of new buses or if a bus is damaged in an accident and it is determined that it is not repairable. In such events, SORTA will provide CONTRACTOR with 90 days of notice and provide bus numbers and garage assignments of affected buses so ads can be removed and replaced.

V. Repair Billing

A. CONTRACTOR will supply SORTA with a monthly spreadsheet or access to a web-based system that details all advertising repair activities. This should contain (at a minimum:)

a. The client’s name, type of ad (king, queen, wrap, etc.), and a description of the repair, including the reason it is needed

b. The bus number and garage

c. The date the repair was completed

B. All expenses will be invoiced and paid either by the appropriate party.

C. Upon receiving the monthly repair billing summary, SORTA will verify the charges and authorize Accounting to make payment for all approved repairs.