Resolution 2023-32803RESOLUTION NO! 2023-32803
A RESOLUTION OF THE MAYOR AND .CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
FINANCE AND ECONOMIC RESILIENCE( COMMITTEE, AT ITS SEPTEMBER
22, 2023 MEETING, AND OF THE CITY MANAGER (AS SET FORTH IN THE
CITY COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION)
AND WAIVING, BY. 517T" VOTE, THE FORMAL COMPETITIVE BIDDING
REQUIREMENT IN SECTION 2-367(E) OF THE CITY CODE, FINDING SUCH
WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING
THE CITY MANAGER TO NEGOTIATE AND EXECUTE A NEW CONCESSION
AGREEMENT WITH 'DECO BIKE; LLC FOR THE IMPLEMENTATION,
MANAGEMENT, AND OPERATION OF A SELF-SERVICE BICYCLE SHARING
PROGRAM, FOR A TERM OF FIVE (5) YEARS, COMMENCING ON JANUARY
1, ' 2025 AND EXPIRING 'ON DECEMBER 31, 2029, BASED UPON THE
ESSENTIAL TERMS. SET FORTH I` THE TERM SHEET, ATTACHED AS
EXHIBIT "1" TO THE CITY COMMISSION MEMORANDUM ACCOMPANYING
THIS RESOLUTION;' AND` FURTHER' APPROVING THE TERMS OF THE
SPONSORSHIP' A,GREEMENT'` `BETWEEN' ''DECO ?BIKE -AND CITIBANK,
ATTACHED' AS EXHIBIT ,2" -TO THE', CITY"'COMMISSION MEMORANDUM
ACCOMPANYING THIS RESOLUTION, AUTHORIZING -THE OPERATION OF
THE PROGRAM UNDER THE°TITLE SPONSORED NAME OF "CITI BIKE".
WHEREAS, .on July 16, 2009; the .City entered. into an agreement with Deco Bike, LLC
("Deco Bike") in response to RFP 44-07/08:fortthe:delivery and operation of.a self-service bicycle
rental fleet for public use,. to .be stationed in the public right-of-way (the "Agreement"); and
WHEREAS, the Agreement required Deco Bike to implement a program which enabled
the public to self -rent bicycles from any number of locations and return them to another location,
on a 24=hour, 365-day per year basis (the "Program" ),'and
WHEREAS; it became'evid'ent early on €hat without intervention bythe City, either through
a contract term 'ri odification`or edditional' revenue source, the Program would not achieve a return
of capital or modest profit 'to "Deco .Bike',` .or allow the recovery of the City's forgone parking
revenues; and
WHEREAS, on July 18, 2012, the Mayor and City Commission adopted Resolution No.
2012-27975, approving Amendment No. T tpthe Ag`reement;`said Amendment (1)' extending the
term of the Agreement through September 30, 2023, an `additional ten (10) years; (2)increasing
the operational maximum number of bicycles to 1,100 bicycles; (3) approving certain advertising
and sponsorships; (4) providing for a revenue sharing provision by increasing the exemption from
City revenue share from $1,0000000 to $1'S: ,00,000 during the first year of the new term, declining
at a rate of $250,000 per year to'$O in year seven (7) of the revised term; and (5) adding a Windfall
Provision, which provided for the opportunity tos recover the waived revenue; and.'
WHEREAS; on May 92, 2015, the, -City and Deco Bike', executed Amendment No. 2 to the
Agreement; approving,the' sponsorship with` Citibank`to-operate under the Program name of "Citi
Bike", 'providing for the sharing of the advertisingrevenue generated from the Citibank
Sponsorship Agreement,. as. part of the Bicycle Basket Sponsorship Program, the Kiosk
:Advertising Program and naming rights; and
WHEREAS, on December 11, 2019, the Mayor and City Commission adopted Resolution
No. 2019-31105, authorizing the City Manager to negotiate an amendment to the Agreement
-:between the City and Deco Bike for the provision of.a docked electric -assisted bicycle sharing
pilot program("Pilot Program',), subject to the. City Commission's approval of the -final amendment;
and
WHEREAS,due to the COVID=19 pandemic, bike service was interrupted, and; on June
23, 2021, the Mayor and City Commission. adopted Resolution No. 2021-31743, approving
Amendment No. 3 to the Agreement;' said amendment approving the implementation,
management and operation of a one-year Pilot Program for the operation of up. to 100 docked.
electric assisted bicycles Citywide within the existing concession areas; and'
WHEREAS, on May. 1.7, 2023, the Mayor and City Commission adopted Resolution No. .
2023-32605, approving Amendment No. 4 to the Agreement; said amendment extending the
Agreement on a month -to -month basis, for a period not to exceed fourteen (14) months, or until
such time as the City Commission awards a contract pursuant to a new "competitive solicitation
for'the City's Self -Service Bicycle Sharing Program, whichever occurred first; and
WHEREAS, 'at the September 13, 2023 City ' Commission meeting, Vice -Mayor
Richardson.sponsored a referral item (04 P) to the Finance and Economic Resiliency Committee
(FERC) to discuss the status of the current Deco Bike Agreement, including contract period, plans
for renewal, plans for a solicitation, contract revenues and other related matters; and
WHEREAS, at the September 22, 2023 Finance and Economic Resiliency Committee
("Committee"): meeting, Deco Bike requested a'five. (5)-year extension to their Agreement, based
on various. factors, including the financial success of,the Program, benefits to the. City, and the
value of the Citibank sponsorship; and
WHEREAS, the. Comm ittee.unanimously recommended the five (5)-year extension, which
would begin. on .January 1,' 2025; the -end of the current extension, and expire on December 31,
2029, and further. recommended that the new contract include a minimum.guarantee and a. public . .
benefit, which would serve to incentivize residents to use the Program; and
WHEREAS, based upon the recommendation of the Committee, the City Administration
and Deco Bike have negotiated the essential terms of a new five-year agreement, summarized in
the proposed Term Sheet, with the financial terms including. the.addition of a Minimum Guarantee
payment and a new public benefit contribution; along'with a City contribution, as follows:
+ Concession Fees to the City equal to the.greater of (1) the Annual Minimum Guarantee
payment (MG),..in the amount of $380,000.00;' or (2) the annual Percentage of gross
sales receipts (PG) payments (paid: monthly) received from Deco Bike's :operations
equal to 12% of the total gross sales receipts under $3. million and 1'5% of gross sales
receipts equal to or greater than $3 million for a contract year; and
• In.addition to the membership plans offered under the current Agreement, Deco Bike
has agreed :to provide three .(3) 30-minute free rides per :month for Miami. Beach
residents who are not. Citi Bike members, or.one (1). free month for every twelve
months of membership for'established customers.of the Program ("Monthly Incentive
Program") in. order to incentivize use of bicycles as a. transportation alternative. ,Deco
Bike will cover the cost of the Monthly Incentive Program up to the total. amount of
$35,000.00 and the City will cover.the cost,exceeding $35,000.00; and
-,WHEREAS,. under the -proposed Term Sheet, - Deco -Bike will ' continue to .provide jhe
membership plans offered under the current Agreement: -a membership. option for residents of
$20.00 -per month,which providesfor unlimited 30-minute rentals, with a three-month minimum
commitment, to: ensure the benefit flows to the. residents, instead of°tourists; a deluxe: monthly
plan -that. provides unlimited one -hour rentals for an:.extra $5.00. per month;, and an, employee
rental plan at $99.00 annually, with unlimited 30-minute trips; and
WHEREAS, the Program "under the new agreements shall continue to. operate initially
with 1,100 bicycles, of which-100 will.be electric -assisted bicycles ("e-bikes"); however, the City
Manager will have the authority to increase the number of a -bikes to a number that is up -to 200, -
. thereby increasing the total number of bicycles in the fleet to a, number that is up to 1,200; and
WHEREAS, Deco Bike has demonstrated to be a good partner to the City.by providing .
a reliable bicycle -service which has been used for leisure, exercise and the transportation needs
of the community;.and
WHEREAS, in FY 2012, the Agreement provided revenues to the City, of $279,457.00;
in FY 2022, revenues rose. to $687,061.00, . including advertising revenues from the Citibank
sponsorship payments;:and for•FY 2023, revenues to the City were approximately $700,000:00
through a combination. of, Concession and sponsorship .fees; and
WHEREAS, the new agreement is anticipated to generate a similar revenue stream
on.an annual basis; and
WHEREAS, Deco Bike's. ability to secure the Citibank sponsorship has served. to
make: the Program profitable,, without the need for .the .City to subsidize the Program, as is
typical of these bicycle sharing programs in out-of-state municipalities; and
WHEREAS, based upon the longstanding and satisfactory performance record of..Deco
Bike, including their ability to generate revenues for the City, the City Manager, recommends
accepting :the recommendation of the Committee, at its September. 22, 2023 :meeting, and
waiving, by 5/7th vote, the formal competitive bidding.requirement.in Section 2-367(e) of the City
Code, ..finding such waiver to be in the best interest of the City, and, authorizing the. City Manager
to . negotiate and execute a new Concession .Agreement with Deco Bike, LLC,. for the
.-implementation; management,., and operation -of : the Program, for . a , term . of five . (5) years,
:commencing on January 1, 2025 and expiring on December 31; 2029, based upon the essential
terms set forth in the Term. Sheet, attached as Exhibit " 1 " to the City Commission Memorandum
accompanying this Resolution; and further approving the terms of the Sponsorship Agreement
between Deco Bike .and Citibank, attached as Exhibit "2" to the City Commission Memorandum
accompanying this Resolution, authorizing the operation of the Program under -the title sponsored
name of "Citi Bike
NOW, THEREFORE, BE IT • DULY RESOLVED BY THE. MAYOR . AND CITY
COMMISSION OF THE CITY OF I MIAMI BEACH, FLORIDA, that -the Mayor and City
'Cornmission hereby accept the recommendation of the Finance and Economic Resiliency
Committee, at its September 22, 2023 meeting, and of the City Manager (as set forth in the City
Commission Memorandum accompanying this Resolution) and waive, by 5/7th vote, the formal
competitive bidding requirement in Section 2-367(e) of the City Code, finding such waiver to be
in the best interest of the City, and authorize the City Manager to negotiate and execute a new
Concession Agreement with Deco Bike, LLC for the implementation, management, and operation
of a Self -Service Bicycle Sharing Program, for a term of five (5) years, commencing on January
1, 2025 and expiring on December 31, 2029, based upon the essential terms set forth in the Term
Sheet attached as Exhibit 1" to the City Commission Memorandum accompanying this
Resolution; and further approve the terms of the Sponsorship Agreement between Deco Bike and
Citibank, attached as Exhibit "2" to the City Commission Memorandum accompanying this
Resolution, authorizing the operation of the Program under the title sponsored name of "Citi Bike".
PASSED and ADOPTED this /� day of DU�� 2023.
ATTEST:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
ff� IU— 1u-Z3
City Attorney Date
Resolutions - C7 K
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: October 18, 2023
SUBJECT. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF
THE FINANCE AND ECONOMIC RESILIENCY COMMITTEE, AT ITS
SEPTEMBER 22, 2023 MEETING, AND OF THE CITY MANAGER (AS SET
FORTH IN THE CITY COMMISSION MEMORANDUM ACCOMPANYING
THIS RESOLUTION) AND WAIVING, BY 517TH VOTE, THE FORMAL
COMPETITIVE BIDDING REQUIREMENT IN SECTION 2-367(E) OF THE
CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF
THE CITY, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE A NEW CONCESSION AGREEMENT WITH DECO BIKE, LLC
FOR THE IMPLEMENTATION, MANAGEMENT, AND OPERATION OF A
SELF-SERVICE BICYCLE SHARING PROGRAM, FOR A TERM OF FIVE
(5) YEARS, COMMENCING ON JANUARY 1, 2025 AND EXPIRING ON
DECEMBER 31, 2029, BASED UPON THE ESSENTIAL TERMS SET
FORTH IN THE TERM SHEET, ATTACHED AS EXHIBIT "1" TO THE CITY
COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION;
AND FURTHER APPROVING THE TERMS OF THE SPONSORSHIP
AGREEMENT BETWEEN DECO BIKE AND CITIBANK, ATTACHED AS
EXHIBIT "2" TO THE CITY COMMISSION MEMORANDUM
ACCOMPANYING THIS RESOLUTION, AUTHORIZING THE OPERATION
OF THE PROGRAM UNDER THE TITLE SPONSORED NAME OF "CITI
BIKE".
RECOMMENDATION
The Administration recommends approving the Resolution.
BACKGROUND/HISTORY
On July 16, 2009, the City entered into an agreement with Deco Bike, LLC ("Deco Bike" or
"Concessionaire") in response to RFP 44-07/08 for the delivery and operation of a self-service
bicycle rental fleet for public use to be stationed in the public right-of-way. The agreement
required the Concessionaire to implement a program which enabled the public to self -rent
bicycles from any number of locations and return them to another location, on a 24-hour, 365-
day per year basis.
Page 328 of 2240
Acquisition of bicycles and equipment, operation of a rental bike program and staffing expenses
required an extended initial capital investment by Deco Bike. It became evident early on that
without intervention by the City, either through a contract term modification or additional revenue
source, the program would not achieve a return of capital or modest profit to the
Concessionaire, or allow the recovery of the City's forgone parking revenues. Given the nature
of program revenue, which is generated in small portions through bike rentals, a long-term
contract was necessary to allow Deco Bike time to recuperate its investment and generate
profit.
On July 18, 2012, the Mayor and City Commission adopted Resolution No. 2012-27975,
approving Amendment No. 1 to the Agreement, extending the term of the Agreement for an
additional ten (10) years, through September 30, 2023, increasing the operational maximum to
1,100 bicycles, approving certain advertising and sponsorships, and providing for a revenue
sharing provision by increasing the exemption from City revenue share from $1,000,000 to
$1,500,000 during the first year of the new term, declining at a rate of $250,000 per year to $0 in
year seven (7) of the revised term. The Amendment also included a Windfall Provision, which
provided for the opportunity to recover the waived revenues.
Thereafter, Deco Bike was able to secure a title name sponsorship agreement with Citibank, to
operate the program under the "Citi Bike" name (the "Citi Bike Sponsorship Agreement'). On
May 12, 2015, the City and Deco Bike, executed Amendment No. 2 to the Agreement,
approving the sponsorship with Citibank to assist Deco Bike in generating revenues for its
operations and providing for the sharing with the City of the advertising revenues generated from
the Citibank Sponsorship Agreement, as part of the Bicycle Basket Sponsorship Program and
the Kiosk Advertising Program, and including naming rights. These types of sponsorships are not
common, and bicycle -sharing programs are typically subsidized by governmental agencies to provide
additional transportation options for residents.
On December 11, 2019, the Mayor and City Commission adopted Resolution No. 2019-31105,
authorizing the City Manager to negotiate an amendment to the Agreement between the City and
Deco Bike for the provision of a docked electric -assisted bicycle sharing pilot program ("Pilot
Program"), subject to the City Commission's approval of the final amendment. Due to the
COVID-19 pandemic, bike service was interrupted. Later, on June 23, 2021, the Mayor and
City Commission adopted Resolution No. 2021-31743, approving Amendment No. 3 to the
Agreement, with said amendment approving the implementation, management and operation of
a one-year Pilot Program for the operation of up to 100 docked electric assisted bicycles
Citywide within the existing Concession Areas.
As the Deco Bike Agreement was set to expire on September 30, 2023, on May 17, 2023, the
Mayor and City Commission approved Resolution No. 2023-32905, approving Amendment No.
4 to the Agreement; said amendment extending the Agreement on a month -to -month basis, for a
period not to exceed fourteen (14) months, or until such time as the City Commission awards a
contract pursuant to a new competitive solicitation for the City's bicycle sharing program,
whichever is earlier. As directed by the Resolution, the Administration is finalizing an Invitation to
Negotiate for the services.
l_1.:.I1 %I&IM
At the September 13, 2023 City Commission meeting, Vice -Mayor Richardson sponsored a
referral item (C4 P) to the Finance and Economic Resiliency Committee ("FERC") to discuss
Page 329 of 2240
the status of the current Deco Bike contract, including contract period, plans for renewal, plans
for a Request for Proposal (RFP), contract revenue and other related matters.
At the September 22, 2023 FERC meeting, Deco Bike requested a five (5yyear extension to
their contract, based on various factors that include the financial success of the program,
benefits to the City, and the value of the Citibank sponsorship. The Committee proposed a
change to the financial terms to include a minimum guarantee and a public benefit to provide
residents an incentive to use the program. Deco Bike agreed to these terms, which were to be
finalized with the Administration. The Committee unanimously recommended the five (5yyear
extension, which would begin on January 1, 2025, after the current month -to -month extension
expires. Since the current agreement will expire without any available renewal terms, a new
agreement would need to be approved, subject to the approval of a bid waiver by the City
Commission via a 5/7ths vote.
Based upon the recommendation of the Committee and the City Administration, City staff and
Deco Bike have negotiated the essential terms of a new five-year agreement, as more
particularly set forth in the Term Sheet attached hereto as Exhibit "1"; said terms including the
addition of an annual Minimum Guarantee payment, in the amount of $380,000, while
maintaining the existing monthly Concession Fee payment equal to 12% of the gross sales
receipts under $3 million and 15% of the gross sales receipts equaling $3 million or more for a
given contract year.
Under the proposed Term Sheet, Deco Bike will continue to provide a membership option for
residents of $20 per month for a standard monthly membership plan that provides for unlimited
30-minute rentals. A three-month minimum commitment is required to ensure tourists do not use
this discounted plan, which equates to approximately $0.67 per day. Deco Bike will also
continue to offer a deluxe monthly plan that provides unlimited 1-hour rentals for an extra $5 per
month. Additionally, Deco Bike has an ongoing employee rental plan at $99 annually with
unlimited 30-minute trips.
In addition to the established membership plans, in connection with this new agreement, Deco
Bike will provide three (3) 30-minute free rides per month for Miami Beach residents who are not
Citi 'Bike members, or one (1) free month for every twelve months of membership for
established customers of the Program ("Monthly Incentive Program") in order to incentivize use
of bicycles as a transportation alternative. Deco Bike will cover the cost of the Monthly Incentive
Program up to the total amount of $35,000 and the City will cover the cost exceeding $35,000
over the term of the new agreement.
Under the new agreement, Deco Bike will continue to operate initially with 1,100 bicycles, of
which 100 will be docked electric -assisted bikes ("e-bikes"); however, the City Manager will have
the authority to increase the number of a -bikes to a number that is up to 200, thereby increasing
the total number of bicycles in the fleet to up to 1,200.
Deco Bike has demonstrated that it is a capable and responsive operator. Over the years,
Deco Bike has proven to be a good partner to the City by providing a reliable bicycle service
that may be used for leisure, exercise and transportation needs of the community. -
SUPPORTING SURVEY DATA
According to the 2022 City of Miami Beach Resident Survey, 51 % of residents responded that
Page 330 of 2240
at least one person in their household regularly rides a bike and 37% of residents consider
bicycling the most viable alternative to using cars for trips within Miami Beach. ;
The Deco Bike contract provided revenues to the City of $279,457 in FY 2012. In FY 2022,
revenues rose to $687,061, including advertising revenue from the Citibank sponsorship. FY
2023 revenue included approximately $700,000 from concession and sponsorship fees. The
new agreement is anticipated to generate a similar revenue stream of approximately $700,000
in concession and sponsorship fees on an annual basis.
Concession Fees: Concessionaire shall pay the City Concession Fees equal to the greater of
(1) the Annual Minimum Guarantee payment (MG), in the amount of $380,000; or (2) the annual
Percentage of gross sales receipts (PG) payments (paid monthly) of an amount equal to: 12%
(PG) from the operation of the Concession Areas, based on Concessionaire's gross sales
receipts less than $3 million during a given contract year, and 15% PG, based on
Concessionaire's gross sales receipts equal to or greater than $3 million during a given contract
year (not including the sponsorship payments pursuant to the Citi Bike Sponsorship
Agreement).
Minimum Guarantee (MGM In the event that the total PG payments to the City for a given
contract year was less than the MG, Concessionaire shall pay to the City the difference between
the monthly PG payments received for the contract year and the MG amount, due and payable
at the end of the contract year. In the event that the total monthly PG payments received by the
City for a given contract year were equal to or more than the MG amount, Concessionaire shall
be deemed to have met it's MG obligations and no additional Concession Fee payments would
be due to the City.
Sponsorship Program with Citibank: In addition to Concession Fees, Deco Bike agrees to pay
sponsorship fees to the City, pursuant to the sponsorship agreement between Concessionaire and
Citibank ("Citi Bike Sponsorship Agreement"), which contemplates a bicycle share program with both
the City of Miami and the City of Miami Beach. The City's portion of the sponsorship payments is
based on the following categories and percentage of shared advertising revenues: 12.5% naming
rights; 25% from the Bicycle Basket Sponsorship Program and 12% from the Kiosk Advertising.
Based on a total sponsorship base amount of $1,173,999.84 for calendar year 2023, the City will
receive a total of $197,173.28 in sponsorship payments in 2023; and based upon the sponsorship
base amount of $1,198,500.00 for calendar year 2024, the City will receive a total of $201,288.08 in
sponsorship payments in 2024. Currently, 1/12th of the sponsorship payments is due and payable by
Concessionaire to the City fifteen (15) days following the end of each calendar month during each
Contract Year throughout the term. The Citi Bike Sponsorship Agreement, a copy of which is
attached hereto as Exhibit "2", will expire on December 31, 2024. Any extension of the current Citi
Bike Sponsorship Agreement shall not require separate approval by the City; however, any changes
to the material terms of the Citi Bike Sponsorship Agreement, such as the amount of the sponsorship
payments, or any new sponsorship agreement shall require the prior written approval of the City
Corrrnission.
Public Benefit/City Contribution: In addition to the membership plans offered under the current
Agreement, Deco Bike will provide three (3) 30-minute free rides per month for Miami Beach
residents who are not Citi Bike members, or one (1) free month for every twelve months of
membership for established customers of the Program ("Monthly Incentive Program") in order
Page 331 of 2240
to incentivize use of bicycles as a transportation alternative. Over the term of the new
agreement, Deco Bike will cover the cost of the Monthly Incentive Program up to the total
amount of $35,000 and the City will cover the cost exceeding $35,000.
Financial Summary: The Deco Bike contract provided revenues to the City of $279,457.00 in
FY 2012. In FY 2022, revenues rose to $687,061.00, including advertising revenue from the
Citibank sponsorship. FY 2023 revenue included approximately $700,000.00 from concession
and sponsorship fees. The new agreement is anticipated to generate a similar revenue stream
on an annual basis.
Amounts)/Account(s):
n/a
CONCLUSION
Based upon the longstanding and satisfactory performance record of Deco Bike, including their
ability to operate the program profitably, without the financial assistance of the City but instead
generating revenue for the City, the City Manager recommends accepting the recommendation
of the FERC, at its September 22, 2023 meeting, and waiving, by 5/7ths vote, the formal
competitive bidding requirement in Section 2-367(e) of the City Code, finding such waiver to be
in the best interest of the City, and authorizing the City Manager to negotiate and execute a new
concession agreement with Deco Bike, LLC, for the implementation, management, and
operation of a self-service bicycle sharing program, for a term of five (5) years, commencing on
January 1, 2025 and expiring on December 31, 2029, based upon the essential terms set forth
in the term sheet attached hereto as Exhibit "1"; and further approving the terms of the
sponsorship agreement between Deco Bike and Citibank, attached hereto as Exhibit "2",
authorizing the operation of the program under the title sponsored name of "Citi Bike".
Applicable Area
Citywide
Is this a "Residents Right
to Know" item, pursuant to
Cry Code Section 2-14?
Yes
Does this item utilize G.O.
Bond Funds?
No
Strategic Connection
Environment & Infrastructure- Reduce greenhouse gas emissions and heat.
MIFitl*f
ATTACHMENTS:
Description
D Exhibit 1 - Term Sheet
D Exhibit 2 - Sponsorship Agreement
D Resolution
Page 332 of 2240
EXHIBIT "1"
Term Sheet
Concession Agreement with Deco Bike, LLC
for the Implementation, Management, and Operation of a Self -Service Bicycle Sharing
Program
1. Concessionaire Name: Deco Bike, LLC
2. Agreement Term/Timeline: Five (5) year term, commencing on January 1, 2025 and expiring
on December 31, 2029.
3. Concession Areas: See attached exhibit
4. Concession Fees, Sponsorship Fees:
A. Concession Fees: Concessionaire shall pay the City Concession Fees equal to the
greater of (1) the Annual Minimum Guarantee payment (MG), in the amount of $380,000.00; or
(2) the annual Percentage of gross sales receipts (PG) payment as more particularly described
below:
Percentage of Gross Sales (PG):
An amount equal to 12% of the total gross sales receipts (PG) from the operation of the
Concession Areas, based on Concessionaire's gross sales receipts less than $3,000,000.00
during a given contract year, shall become due and payable by Concessionaire to the City within
fifteen (15) days following the end of each calendar month during each contract year throughout
the Term.
An amount equal to 15% PG, based on Concessionaire's gross sales receipts equal to
or greater than $3,000,000.00 during a given contract year, shall become due and payable by
Concessionaire to the City within fifteen (15) days following the end of each calendar month
during each contract year throughout the Term.
As referenced herein, percentage of gross sales receipts shall mean: "all income
retained or accrued as a result of sales activity, derived by the Concessionaire under the
privileges granted by this Agreement (not including the sponsorship payments pursuant to the
Citi Bike Sponsorship Agreement),, including without limitation, Concessionaire's short-term
bicycle rentals, bicycle subscription program, and membership sales, excluding amounts of any
Federal, State, or City sales tax, or other tax, governmental imposition, assessment, charge or
expense of any kind, collected by the Concessionaire from customers and required by law to be
remitted to the taxing or other governmental authority." Any sales which result in credit card
chargebacks where the customer's credit card company refuses or denies payment on
transactions shall not be calculated as apart of any revenues subject to revenue sharing.
2. Minimum Guarantee (MG): Deco Bike, LLC, agrees to pay the City an annual
Minimum Guarantee (MG), in the amount of three hundred eighty thousand ($380,000.00.) In
the event that the total PG payments to the City for a given contract year was less than the MG,
Concessionaire shall pay to the City the difference between the PG payments received for the
contract year and the MG amount, due and payable at the end of the contract year. In the event
that the total monthly PG payments received by the City for a given contract year were equal to
or more than the MG amount, Concessionaire shall be deemed to have met it's MG obligations
and no additional Concession Fee payments would be due to the City.
Page 333 of 2240
B. Sponsorship Program with Citibank: In addition to Concession Fees described
in Subsection A, the current agreement with Concessionaire provides for sponsorship payments
to the City, pursuant to the sponsorship agreement between Concessionaire and Citibank ("Citi
Bike Sponsorship Agreement"), which contemplates a bicycle share program with both the City
of Miami and the City of Miami Beach. The City's portion of the sponsorship payments is based
upon the following categories and percentage of shared advertising revenues: 12.5% naming
rights; 25% from the Bicycle Basket Sponsorship Program and 12% from the Kiosk Advertising
Program, as more particularly described in the attached Sponsorship Extension chart. Based
upon a total sponsorship base amount of $1,173,999.84 for calendar year 2023, the City will
receive a total of $197,173.28 in sponsorship payments; and based upon the sponsorship base
amount of $1,198,500.00 for calendar year 2024, the City will receive a total of $201,288.08 in
sponsorship payments. 1/121' of the sponsorship payments is currently due and payable by
Concessionaire to the City fifteen (15) days following the end of each calendar month during
each Contract Year throughout the Term. The Citi Bike Sponsorship Agreement, a copy of
which is attached to the City Commission Memorandum accompanying this Term Sheet, as
Exhibit "2", will expire on December 31, 2024. Any extension of the current Citi Bike Sponsorship
Agreement shall not require separate approval by the City; however, any changes to the material
terms of the Citi Bike Sponsorship Agreement, such as the amount of the sponsorship payments,
or any new sponsorship agreement shall require the prior written approval of the City
Commission.
C. Financial Summary: The Deco Bike contract provided revenues to the City of
$279,457.00 in FY 2012. In FY 2022, revenues rose to $687,061.00, including advertising
revenue from the Citibank sponsorship. FY 2023 revenue included approximately $700,000.00
from concession and sponsorship fees. The new agreement is anticipated to generate a similar
revenue stream on an annual basis.
5. Public Benefits/City Contribution: Deco Bike will continue to provide a membership option
for residents of $20 per month for a standard monthly membership plan that provides for
unlimited 30-minute rentals. A three-month minimum commitment is required to ensure
tourists do not use this discounted plan, which equates to approximately $0.67 per day. Deco
Bike will also continue to offer'a deluxe monthly plan that provides unlimited 1-hour rentals for
an extra $5 per month. Additionally, Deco Bike has an ongoing employee rental plan at $99
annually with unlimited 30-minute trips.
In addition to the established membership plans, in connection with this new agreement, Deco
Bike will provide three (3) 30-minute free rides per month for Miami Beach residents who are
not Citi Bike members, or one (1) free month for every twelve months of membership for
established customers of the Program ("Monthly Incentive Program") in order to incentivize use
of bicycles as a transportation alternative. Deco Bike will cover the cost of the Monthly Incentive
Program up to the total amount of $35,000.00 and the City will cover the cost exceeding
$35, 000.00.
6. Fleet: Concessionaire is to provide the following bicycle fleet:
• 100 docked electric -assisted bicycles ("e-bikes") in operation, which number may be
increased to up to 200 at the option of the City Manager, to be operated pursuant to the
Docked Electric -Assisted Bicycle Guidelines, attached hereto;
• Fleet of 1,100 bicycles in operation on a Citywide basis, including 100 docked EV
bicycles, subject to increase by up to 100 more e-bikes, which may be approved by the
City Manager, for a total fleet of up to 1,200.
Page 334 of 2240
7. Equipment Specifications: See attached exhibits.
8. Improvements, Maintenance, Repair and Operation: Concessionaire shall be solely
responsible for maintaining its bicycles in good working order and repair and useable condition; and
maintaining the rental kiosks and bicycle racks in the Concession Areas in good, clean working
order and repair, including without limitation, free from graffiti.
9. Operation: 24 hours per day, 365 says in the year
10. Price Schedules: See attached Exhibit.
11. Performance Bond: $100,000.00 performance bond shall be provided by Concessionaire in
faithful observance of the Agreement.
12. Additional Terms: Agreement shall include additional standard terms, including, without
limitation, Audit and Inspection of Records, Office of Inspector General provision, Default,
Limitation of Liability, Indemnification, and other provisions typical of City concession
agreements.
Page 335 of 2240
CONGESSII—)N Al 717AS
OOC 1O1
Miami Beach
Inside Scuth Pointe Park
OOC 102
Miami Beach
Entrance tc South. Po;nle Para
COCiJ3
M;am1 Beach
Ocean Or & 1st Street
000135
(Miam: Beach
1st Street & Altor, Rd
000106
Miami Beach,
Ocean Or & 2nd Street
000107
Miam: Beacn
2nd Street I Collins Ave
GOO1 J9
Miami Beach
Nfich gan Ave & 3rd Street
000111
Miami Beach
4th Street & Alton Rd
000112
Miami Beach
Washing:on Ave & 3rd Street
000114
Miami Beach
Ocean Or & 5th Street
000116
Miami Beach
Ocean. Or & 71n Street
000117
Miami Beacn
Ocean Or & 9tn Street
000118
Miami Beach
Ocean Or and 10th Stree! i.Art Deco '"13Icome Center;.
000119
Miami Beacn
Ocean Or and 12th Street
G1
EMiam:
Beacn
Ocean Or at 14:h Street
G2
Miami Beac^
Ocean Or & 15(h Street
000123
Miami Beacn
'Aashington Ave & 7th Street
000124
Miami Beacn
7th Street Parking Garage
000126
Miami Beac-i
Meridian Ave & 6th St
000127
Miami Beacn
Jefferson Ave & 6th Street
000128
Miami Beacn
Mich:gar Ave & 5th Street
000129
Miami Beacn
Lenox Ave & 6th Stree:
000133
Miami Beacn
West Ave 6-7 ST Canopy Park;
�000132
Miami Beacn
9th Street & Lenox Ave
000133
Miami Beacn
9th Street & Meridian Ave
000134
Miami Beach
81h Sheet & Jefferson Ave
000136
Miami Beacn
90, Sheet & Washingtcr Ave
000138
Miami Beach
11th Street &''Washington Ave
000139
Miami Beach
'lest Ave & tOth Street ('Pinole Foods)
000141
Miami Beach
Jefferson Ave & 11th Street'Flarningo Park)
000142
Miami Beacn
Alton Re at " 1:h Street ;Fiarn;ngo Park)
000143
Miami Beach
12th Street 8 :%est Ave
000144
Miami Beach
Mencliar. Ave & 13th Street ,Flainingc, Park)
000145
Miami Beach
141h & Alton
000146
Miami Beach
Pennsylvania Ave & 13th Street
000:47
Miami Beach
Wash igton & 13th Street
D00148
Miami Beach
13th Sleet & Criltirs Ave
000149
Miami Beach
14th Street & Collins Ave
000151
Miami Beach
Michigan .Ave & 14th Stree:
000' 52
Miami Beach
14th Street & 7lest Ave
000153
Miarr.? Beach
141h Street & Bay Roac
000154
Miami Beach
Bay Rd & 15th Street
Page 336 of 2240
OOC' 56
Muni Beacl-
16th Street & Bay Rd
00C'57
Miami Beach
15th Stree: & Alton Rd
OOf,ISA
Miami Beach
Fu,:lin & 1.Sth Street
000159
Miami Beach
15th Stree: & v%lash rvo , A:e
000161
Miami Beach
15th Street & Collins Ave
OOC162 '
Miami Beach
Pernsy'var.a Ave & 16th Street
COC163
M;arni Beach
Liacolr. Rc & James Ave (CVS Phar,,a.y;
00C164
Miami Beach
`Nash:ngton Ave & 17th Street (The Fiilrnore)
000166
Miami Beach
Drexel Ave & _incoln Rd (MB Community Church)
000167
Miami Beach
Pernsyl:,ar;a Ave & t.;ncoln Rd (". & tat}
000168
Miami Beach
Euclid Ave & Lincoln Lan! (Oribe Saion)
000169
Miami Beach
Meridian Ave & Lincoln Lane (Macys)
000170
Miami Beach
1666 West Avenue
0001,71
Miami Beach
Jefferson Ave & Lincoln Rd (DogBar)
000172
Miami Beach
Michigan Ave & Lincoln Rd ;Tne Gap)
000173
Miami Beach
Lenox Ave & Lincoln Rd (YarcHouse;
000174
Miami Beach
Lincoln Roaa & West Ave
000115
Miami Beach
Lincoln Rd & Bay Rd
000176
Miami Beach
Venetian Causeway & island Ave (The Standaro "otel
000177
Miami Beach
Purdy Ave & 18th Street (Marina)
000178
Miami Beach
17th Street & Convention Center Or (C-ty Hall)
000179
M-ar-.'! Beach
19 St & Ccrventior Center Dr
000181
M amp Beach
17th Street & Coilirs Ave
000182 '
Miami Beach
181h Street & Coilins Ave
000183
M:am Beach
h. asi:,r.;!nr Ave & 22 St (:; asningtor Ct?
0001B4
Vam: Beach;
19th: Street & Dade Blvd iPubiix}
000187
Miam: Beach
'Nest Ave & 201h Street (Puolix on one Bay)
000138
tvi am Beach
Sunset Dr & 20th S-ea!
000199
Miami Beach
Wasp:ng:rx Ave & Jade Blvc
000201
KBIT!, Beach
21s! Street & Collins Ave
000202
Miami Beach
Miami Beach Dr & 22 Street ' Ir oalur.g Lot;
000203 ,Miam:
Beach
23rd Street & Cc;i,ns Ave (V':algreans!
000205 lViami
Beach
24t^ and Collins Ave
000206
143m, Beach
25t^ Street & Ccliins Ave
C0020'
A^:arri: Beach
26tr. Street & Coltir•s Ave
000208 ,Miam
Beach
26tr Street & Pine Tree Dr
000209 ikf.iam.
Beach
29tr & Collins (Editicn Hotel)
000210
Miam, Beach
31s, Street & Collins Ave
000211 iMiam,
Beach
35th Street & Collins Ave
000212 IMiarni
Beach
40th Street & Collins Ave
000214
Miami Beach
Royal Palm Ave Between 41 St & 42St
000215
Miami Beach
Chase Ave Between 40st & 41 st
000218 ,t,9iam!
Beach
39th Street & Alton Rd
000218 !Miam:
Beach
Prarie Between Chase & 4e Terr
Page 337 of 2240
1000220
Miami Beach
Collins Ave & 441h Street (Fountalnbieal, note: )
1000221
M:ami Beach
46th Street & Collins Ave (Parking Lot)
000302
Miami Beach
Collins Ave & 5300 Biock
000304
Miami Beach
64th Street & Collins Ave (parking lot)
000305
M,am; Beach
67th Street & Collins Ave
000306
Miami Beach
69th Street & Collins Ave (Publix)
000303
Miami Beach
71st Street & Byron Ave
00031 J
Miami Beach
Rue Notre Dame & 7' Street
000311
Miami Beach
T(OL'vllle Esplanade & Normandy Dr
000312
Miami Beach
1102 Biarritz Dr (Normandy Shores Tennis Cou t)
000313
Miami Beach
73rd Street & Dickens Ave
000314
Miami Beach
Collins Ave & 73rd Street
000316
Miami Beach
76th Street & Collins Ave
000316
Miami Beach
79th Street & Collins Ave
Page 338 of 2240
SPONSORSHIP EXTENSION CHART
Sponsorship Extensions - Deco Bike Miami Beach
Extension period:
:Gross iotaI
Extension. for 2019 (14 Orly
1 $
268.506 30
Exters�on for 2020 Ca:endar Year
$
1.099,190 72
Ewtens.on for 1021 Calerdar rear
• S
1,127.900 03
Extension for 2022 Calendar rear
5
1.14A. 165.35
Extersron fca 2023 Ca:endar Year
5
1.173.999 84
Exters,on'or 2024 Calendar Year
S
:.:98.SOD:J0
NamingRi hts A
g / pp/Web
'Sponsorship Valuation
Amount
basis
Agency Commission
�116%
City Naming Rights
Deco Net
Rev Share 12.5% j
Ex:ension for 2C19 .'14 Orly
$ 131.568 09
49 00%
5
121;J50 89j
$ •'•16.446 711! S
94,07=.22
Extension for 2020 ;a,erdar Year
S 538 113 45
49 00%
$
(86,098.:5)
$ (67.264.18) i 5
384,7Si 12
Extensor. for 2021 Calendar Year
$ 550 221 01 i
49.005A
$
(88.03S.36)
5 (68,777 63)1 5
393,408.03
Extension for 2022 Calendar Year
5 562,601.Oi 1
4900%
$
190:O16.16j
S !70,325 13j1 S
402,259 73
Evtens.or 'or 2023 •Calendar Year
5 515 259.92 1
49 00%
$
(92.C41.591
5 (71.907 49)1 5
411.310.84
Extensor 'or 2024 Calendar Year
5 587.265 30
49.00%1
5
i93 962 401
5 ! 73.408 13)1 5
419,994 48
Klosks
j
!Amount
Sponsorship Valuation -Agency Commission : City Kiosk Rev Shar@j Deco Net After Rev
i
basis L116% ;,Lb 12% Share & Commissions
E'xtens.or for 2oi9 Q_ Only
($
42 96' 01
16 00%' S
(6,873 76i• S
15.155 ?7;
S 30.931 93
Ex:ens or for 2020 Calendar' rear
15
175.)1052
16 C*%5
(2a,1136A1;S
!2 i.78S,?67[S 12631i S7
Extensor for 2021 : a.e^. dar Year
5
? 79,664:00
16.oaw! $
(28,746 741 i 5
i21 S59 68i;
5 129,358 08
ExCension for 2022 Ca:enaar Year
$
183.70646
16..^:O%: $
!29 393 031i $
(22,Ja4 77)I $ i32,26A 55
Extenson for 7023 Calendar Year
j S
167,839.97
16.00X $
(30,J54 40)j 5
(?2.340 801 $ 1,35.244 78
Extension for 2024 Calendar Year
, S
191.760.00
1fi.00X` 5
(30,681.60)1 S
(23.011.201! S 138,067.23
Bike Baskets
Amount !Sponsorship Valuation Agency Commission ! City Bike Basket Deco Net After Rev
basis .� 16% iRey Share 25% ,Share & Commissions
Extension for 20i9 Q4 Only
. $
93,977 21 .
3S 00% 5
(15,036 35)1 5
P3.494 30) 5
55.44655
Extension for 2020 Calendar Year
$
384.366 75 ;
3S 00%. S
161 A 9 8 68)1 5
(96.JS1 69j $
226,776 38
Extension. for 20211 Calendar',ear
'. S
393,015 01 !
3S 0•J'1e $
(62,882 40); S
(9g.:S3 75L 5
231,87R.A6
Extension for 2022 Caiendar'fear
S
401,857 87 ;
35.110X S
(64.197 26)i 5
JU0.4i4.47)l S
237,096 14
Extension. for 2023 Calendar Year
; $
410,899 94 !
35 X%! S
(65.743 99)j 5
1102.724.99j S
242 430.97 j
rExtens,o,: for 2024 Calendar rear
5
419,475.00 1
3S.00ti 5
(67.116:00) S
!104,868 15)j S
247490.25 j
Page 339 of 2240
Docked Electric -Assisted Bicycle Guidelines
v Prog,s.-I, Docked Pectric-Assisted Bicyc::e shy ze as a bicycle, eq-,,ipped with ! o
•.a idem ;wheels a a , c or that provides ass.star:ca or'y when [, he .aer :s pedaling. ar,::
that ceases -.o orov:de ass:stance M'.an the bicyCae .'etches 12 ;r,!:les per
• Concessionaire steal: operate the Program Docket Dect-lc-.Assisted Bicycie -withir ;he
current Concession Areas. and the coinbir;ed r4rnber of regular bicycles and
Prcgrafn !Docked _leo;Jc-Assis:e,, B:cyciss snall ^.a':2' excear. .he Cpe atlonai Ceiiinc
establisi red -n er the Agreemert
a Similar to the regular grogram bicyo es. Ccncessior-aire shall in the discretion of
placing and moving Program. Docxed E:ec:ric-Assisted B:cyc!es across docking
stations, ides t:fled in Exhibit 2.2 (b) 'Concession Area Site List' of the Agreement,
depending on the usage anr. ; ernard of the Program Docked Electric -Assisted
Bicycles.
• Concessionaire sha!l provide the City with rnonth y retorts regarding the ::sage of
the Program Docked Electric -Assisted Bicycles, including the following metrics:
number of Program Docked Electric -Assisted Bicycles, number of trips, average trip
length, membership vs casuai trips, top 10 stations with the highest number of
Program Dcc.ced Electric -Assisted Bicycle pick-ups and ret;;rr;s.
Concessionaire shall develop and conduct a .,ser survey to co!iect data throughout
the Pilot Program Period and to document the fcilow;ng metrics:- trip purpose,
frequency of use. alternative mode choice, and other data points as applicable. The
survey shall be distributed �;y the Concessionaire to users via a mooife appiicatior,
and user emails.
• The Program Docked Electric-Ass.stea Bioy;; es s~al! IooK similar to the regular Citi
Bikes pictured in the Second Amended Exhi;=t 3.1, "Program Equipment; Bicycles
and Specs" of the Agreement, except that they wiC incorporate an electric motor and
battery, and as depicted °n Exhibit 3.1.2
• Concessionaire sha;1 orovide its . sers witi" i,�str;;ctions detailing where they are
permitted to ride, including applying stic;ers on the i^side of each bicycle basket, on
the exterior of each dcoKing station. and on its we�Osite, pursuant to the. restrictions
set forth in Section 70-6.7 of the City Coce, arc as more particularly set forth in the
attached reap of Prohibited Areas.
• Concessionaire agrees to egL�ip the Program Docked Electric -Assisted Bicycies with
GPS tracking devices, ovNch may �---e used by Concessionaire or the City to locate
the Program; Docked Electric -Assisted Bicycles.
Page 340 of 2240
CitiBike Electric -Assisted Bicycle and Prohibited Areas of Use I
Prohibited Areas
A:1 s.dlks I. theC"Y
A .*: mocked Ii red
j
C-A
— .— R' C.
BEACH
Page 341 of 2240
EQUIPMENT SPECIFICATIONS
Program Equipment: Bicycle Image & Specs
Base Unit/Stock Image Shown. Subject to Modifications
Will feature all equipment required by the RFP.
DKO BIK= BAS<ET 1 Right Basket Fascia
SPONSORSHIP 2. Fronf Basket Fascia
FORMAT 3. Left Basket Fascia
1 2
3 Surfaces (outlined
here) to accomo-
date sponsor
info/logos on Basket
Total sponsor place-
ment Area limited to
1 5 square feet per
basket max
t
r
KI
3
Page 342 of 2240
v
I Deco Bike Custom Cruiser
i Brake Model
Frame
16061 PG Aliminurr. (T4rr6) HIT:50-44*34x132
Fork
I CS-9101 Hi Tensiie Steel, !n*egratec Style Crown.
i Curveo Legs wiln DoLb:e_Eyelets 28.6x1.4T
Headset
Alloy 25.4-44-30, Semi Integratec Bear.ngs
-Handlebar
Custom. Moy & Steel
Stem
Noy. 18Crr- Quill x 90m-Ti Ex-.ensic-i x 30 Degree
Rise25.4,rrn Barbore
Grips
Black/Grey, 130rrim Lengt,)
Seat Binder
A;!oy Seat Clamp with Quick Reiease, .-.;.!L--cking
Seat Post
I Alloy w/Integrated Clamp. 31.8mm x 400.i,.rn,
Accommodates Riders 5*-6'3"
Saddle
Cior.11i 7257 with Chrorr.cly Rails and Elastomer
Suspension
Cranks
Alloy 3-Piece Crank with PVC Disc Cover -Grey,
170rnm, 42T Steel
i Chainring
i Steel, 42T x V2" x 1 /8"
j BB
Steel, BC1.37" x 24T. Dout);e Sealed Beprings
Shimanc Tool Compatible)
Chain'
K.M.C. Z41 0 Rust Buster, 1!2" x 1!8"
Chain Guard
Steel or ailoy
Pedals
VP-LED1, Boron Axle, 9;16"
F-Hub
DH-3N20NT Dynamo Front Hub 121G x 36H. Nutted
R-Hub
Shimarz Internal Coaster Brake, 1213 x 36H x 318" x
! 50mrr. Axle
Sprocket/ Freewheel
20T x 1.12" x 1.18'
Rims
26' x 1.96'i2.125" x 36H x 12G, Al oy
Spokes
12G Stainless Steel wits Brass Nipo;es
Tires
CST 26 x 1.95,
Tubes
ubes with Puncture Sealant. American Schrader
Valves,
Kickstand
j Alloy
it Lighting
Active Front and Rear
Fenders
PC Fender Set. Rear Fender Vllu-st have 2 S:,Ll
instead of 1
�ende, Must also have SW-803G Perider Proiecto, or
'similar
Bell
Alloy Bell with Plast;c Base
Basket
Stainless Stee: or Alloy Custom inegrated Basket
Structure
Reflectors
i 4 pieces to Meet CPSC Stardards
Bike Weight
36-38 Pounds, Based on Custom Specs
Note
Specs Subject to Change and Modification
Page 343 of 2240
PROGRAM BICYCLES
Electric -Assist Bikes
ati bike. (0)
20-25 Mile Range on Single Charge premium lithium-lon Battery
GPS tracking • Unique step -through frame for easy on and off access
Docks at existing Cab Bike stations • Adjustable saddle height
Premium Shimano Bikeshare Components • Rugged, no -rust aluminum frame for commercial use
• Adjustable Electronic Speed regulator limits top speeds • Securitized Components
• Front and Rear LED Lights
Page 345 of 2240
PRICE SCHEDULE
Short -Term Bicycle Rentals:
■ $5.39 for a 30-min rental pass
■ $7.49 for a 1-hour rental pass
■ $10.95 for a 2-hour pass
■ $18.00 for a 4-hour pass
■ $24.00 for a 1-day pass
Short -Term Rental Benefits: All short-term bicycle rentals provide the user access to any bike available
in the program at any location. A customer can rent and return a bicycle to and/or from any kiosk
location with docking space or inventory available. Customer can possess bike for entire time of rental
without having to re -dock bike. Customer may enjoy the entire amount of time contracted for. Should
a rental customer not return their bicycle to a rack within that time, their credit card will continue to be
charged the posted additional usage fee on citibikemiami.com/pricing (currently $4.60 per additional 30
minutes).
Unlimited Rides Membership Subscriptions:
■ City of Miami Beach Employee Discounted Annual Membership - $99.00 (unlimited 30-min rides)
■ Standard Monthly Subscription - $20 to $25 per month (unlimited 30-min rides)
• Deluxe Monthly Subscription: $25 to $35 per month (unlimited 1-hr rides)
Membership Subscription Benefits: All membership subscriptions provide the user access to any bike
available in the program at any location. A member can pickup and return a bicycle to and/or from any
kiosk location with docking space or inventory available. All members will enjoy an unlimited number of
daily trips. Should a member not return their bicycle to a rack within that time, their credit card will
continue to be charged the posted additional usage fee on citibikemiami.com/pricing (currently $4.60
per additional 30 minutes).
Miscellaneous:
Patrons are required to operate the bicycles at their own risk while checked out. In the event of bicycle
theft while a patron has a bicycle checked out, such should be reported to the police and patrons shall
be required to obtain a police report. Concessionaire may, at its sole option, choose to refund all or
part of any patron's security deposit or rental fees it deems necessary on a case -by -case basis. Pricing
is subject to change. Pricing changes beyond a 20% increase of the range stated herein shall be subject
to the approval of City Manager or its designee. Sales tax added at time of transaction.
Page 347 of 2240
7/7/2014
EXHIBIT "2"
MI.4MI AREA BICYCLE SHARE SPONSORSHIP AGREEMENT
This MIAMI AREA BICYCLE SHARE SPONSORSHIP AGREEMENT ("Agreement"),
effective June 7, 2014 is entered into by and between Citibank, N.A. ("Cid"), a national banking
association and DecoBike, LLC, a Florida limited liability company ("Deco"). Each of Citi and Deco is
referred to herein individually as a "Party" and collectively, the "Parties."
RECITALS
WHEREAS, Deco has entered into agreements with the cities of Miami and Miami Beach (the
"Cities") to operate a 24-hour bicycle share program for Miami and Miami Beach (the "Program"); and
WHEREAS, Deco and Citi desire to enter into an agreement whereby Citi will become the title
sponsor of the Program; and
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein,
and other good'and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:
I. Grant of Rights. Subject to the terms and conditions of this Agreement. Deco hereby grants the
following rights and benefits to Citi during the Term (as defined below):
A. The exclusive right to be the sole commercial sponsor of the Program and to designate the
name of the Program during the Term;
B. The right to be the sole and exclusive title sponsor of the Program and the only entity whose
natne, logo and/or marks shall appear on the Program bicycles or other equipment. The Parties
acknowledge and agree that the title level of sponsorship shall be the highest level of the sponsorship for
the Program, meaning that no other Program sponsor or any) shall have the same, similar or boner
benefits than those granted to Citi herein;
C. The sponsorship benetts set forth herein and in Exhibit A, attached hereto and made a part
hereof; and
D. The right to use the Deco Marks (damned below) in its advertising and promotional materials.
If. Other Sponsors or Promotional Partners. During' the Term of this Agreement, Citi acknowledges
and agrees that Deco shall have the right to secure additional non-commercial sponsors or promotional
partners. Deco shall, prior to entering into any agreement with or providing any sponsorship or
promotional benefits to additional sponsors or partners, presont all additional sponsors or partners to Cid
Ibr its written approval, which shall not unreasonably be withheld or delayed.
Ill. 1k&o' &sponsibi ities. Subject to the terms and conditions of this Agreement. Deco agrees, at its
own cost and expense, to:
Page 348 of 2240
7!7/2oa,4
A Operate, esablish, administer and conduct the Program, including but not limited to by
securing and maintaining the bicycles to be used in the Program, building and managing the stations tur
such btc%cles, maintaining and staffing a 24-hour customer service call center for the Program, sitting of
stations, conducting a variety of bicycle safety education initiatives and collecting Program membership
fees, all in accordance with the Service Level Agreements ("SLAs") set forth in Exhibit B attached hereto
and made a part of this Agreement as applicable, the Program metrics set forth in Exhibit C attached
hereto and made a part of this Agreement, and with all applicable federal. state, and local laws,
regulations, ordinances and codes As part of'such operations, Deco, in consultation with the cities of
Miami and Miarnt Beach shall be responsible for the setting of prices for Program memberships,
provided, however. that in the event that Deco seeks to increase prices by more than twenty percent
(20%) than the prices set forth in Exhibit F. Deco shall secure Citi's prior approval;
B Provide the henefits; set out in Exhibit A, including the title sponsor naming rights. Deco
will obtain all of the necessary rights, consents, licenses and permission to both perform its obligations
hereunder and to allow Citi to exercise all of the rights and benefits provided by Dec, herein;
C. Incorporate the Citi Marks (as defined below) including the Program Marks (as defined
below) on the bicycles to be used in the Program, the stations for the Program, the maintenance trucks for
the Program, receipts given to customers participating in the Program, and in all advertising and
promotional materiels for the Program, including but not limited to any wcb-based and printed materiels,
all subject to the terms set forth in Section VI(C) of this Agreement;
D. Conduct ongoing system research and analysis, including but not limited to a survey of
Program members, on at least an annual basis. Such research and analysis shall be designed to understand
public attitudes, impressions and use of the Program and may be executed through online, telephone
andlor in-persun surveys,
E. Develop and operate the Program website and Program mobile application(s) in
accordance with Section VII below (including, subject to the mutual agreement of the Parties, acquiring
the Program website URL(s) and Program mobile appltcation(s), ptnvtded, however, that if any Program
domain name or Program application name contains a Citi Mark, such name(s) will be owned by
Utigroup Inc.);
F In addition to maintaining the condition of the bicycles as set forth in Exhibit B, after any
bicycle has been in service for three (3) years, Deco examine the condition of such bicycle and where the
bicycle frame shows wear, tear, or fading of color of an excessive nature. Deco will replace or recondition
such bicycle;
U. Provide Citi with copies of the ridership and usage reports it submits to the cities of
,Miami and Miami Beach regarding the Program;
K Promote and advertise the Program; and
I. Produce marketing and promotional materials tur the Program -
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N Citi's Responsibilities. In consideration of the rights and benefits granted to Cki hereunder, Citi
agrees to:
A- Make timely payments to Deco of the consideration set forth in Section V below;
B. Coordinate and consult with Deco on the marketing plan and all of the promotional
efforts to be made in support of the Program, regardless of the Party making such efforts;
C. Grant Deco the non-exclusive right to use the Citi Marks only in connection with the
Program and the advertising. marketing and promotion of the Program in the United States (the
"Territory") in accordance with the terms and conditions of this Agreement; and
D. Provide fender stickers with the Program Logo (defined below) and Program Name
(defined below) for installation, on the bicycles by Deco-
V. Sponsorshio & Eauioment Fees.
A Sponsonihia Fee. In consideration for the rights and benefits granted to Citi hereunder,
Citi agrees to pay Deco the following fees for the title sponsorship (the "Sponsorship Fee") during the
term as follows:
For the 2014-2015 contract year which shall begin on the Re -Launch Date (defined below), Citi
shall pay Deco a total not to exceed $1,645,000.00 in four installments each of which shall be due
on the ffiecnth day of the first month of the calendar quarter (in the following amounts. (i)
S399,500.00, (ii) S423.000, , (iii) $411,250.00 and (iv) $411,250.00); provided, however, that
Deco re -launches, operates and maintains the Program with 1750 bicycles and 170 station kiosks
(it is agreed and understood that bicycles may be out of circulation temporarily for maintenance
and servicing). In the event that Deco fails to re -launch and continually operate the Program with
1750 bicycles and 170 station kiosks, Citi's Sponsorship Fee for such year will decrease based on
the pro rata number of bicycles and kiosks that are operational. The first installment of
$399,500.00 shall be due on the Re -Launch Date. Each subsequent installment shall be due sixty
(60) days after Citi's receipt of an acceptable invoice from Deco which include the amount of
installment of the Sponsorship Fee based on a calculation completed as of the first day of the
calendar quarter which shall he for amount of the applicable installment due or the pro rats
amount of such fee based on the number of bicycles that are operational (using 1750 as the
denominator), if not all 1750 are operational In the event that Deco fails to have 700 bicycles
and 95 kiosks ready for the rt-launch of the Program by November 15, 2014, Citi shall have the
right to tenninate this Agreement.
For the 2015-2016 contract year. Citi shall pay Deco a total nut to exceed $1,901,275.00 in four
installments each of which shall be due on the fifteenth day of the first month of the calendar
quarter, the first two of $444,150.00 and the last two of $456,487.50 based on invoices received
from Deco at the start of each calendar quarter; provided that 1800 bicycles and between 170 and
175 kiosks continue to be operational rot the Program. In the event that 1750 bicycler. and 170
kiosks are not operational then the invoices submitted by Deco shall be for a pro rata amount of
3
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the applicable installment bascJ on the number of bic) cles that are operational (using 1800 as the
denominator).
For :hc 2016-2017 contract year, Citi shall pay Deco a total not tn exc:cd S 1,969,065.00 in
equal quarterly installments. each of which shall be due on the fifteenth day of the first month of
the ca:endar quarter, of S492,266.25 based on invoices received from Deco at the start of each
calendar quarter. prt,vided that 1900 bicycles and be kiosks continue to be operational for the
Program In the event that 1900 bicycles and between 175 - :80 kiosks are not operational then
the invoices submitted by Deco shall be for a pro rats amount of S492,266.25 based on the
number of bicycles that are operational (using 1900 as the denominator). In addition, the first
installment of !Ile Sponsorship Fee for this year of the Term shall only be due if seventy -rive
percent (75% ) new rack, with the Program Loge and colors have been installed in Miani Beach.
In the event that seventy-five (75°io) of the new racks have not been installed Citi shall be able to
withhold payment until the racks arc installed
For the' 017-2018 contract year, Cili shall pay Deco a total not to exceed S2,176,140.00 in
equal quarterly installrr,ents, each of which shall be due on the fifteenth day of the first month of
the calendar quarter, of S544,085.00 based on srvoices received from Deco at the start of each
calendar quarter: providcJ that 2000 bicycles and bc;ween 190 - 185 kiosks continue to oc
operational for the Program In the event tbat 1900 bicycles and between 180 - 195 kiosks are no;
operational then the invoices submitted by Deco shall be for a pro rata amount of S544,08S 00
based on the number of bicycles that are operational (using 1900 as the denominator)
For the 21.118.2019 contract year. Citi shall pay Deco a total not to exceed $2,295.160 in equal
quarterly installments, each of which shall be due on the fifteenth day of the first month of the
calendar quarter, of S571.290.00 based on invoices received from Deco at the start of each
calendar quarter, pruviJed that 2000 bicycles and between 180 - 185 kiosks continue to be
operational for the Program In the event that NOO bicycles and betx•een 180 - 185 kiosks are not
operational then the invoices submitted by Deco shall be for a pro rata amount of $571,290 00
based on the number of bicycles that are operations! (using 2000 as the deno:ninstorl.
B Equipment Fees Citi shall also pay De:e the follow mg equipment fees which shall be
used by Deco to purchase new ktask payment terminal, and duck pods ("Equipment Fees").
For the 2014-2015 contras: year. Citi shall pay Deco Equipment Fees totaling S749,440.00 to
Purchase new kiosk payment tcnninals in two installments as follows: (i) S449,440.00 which
shall he due in the first calendar quarter of 2015 any hi) S300,000.00 which shall be due in the
third calendar quaner of 2015.
For the 2015-2016 contract year, Citi shall pay Dace Equipment Fees totaling S550,000.00 to
purchase new dock pods in four installments as tullows: (0 $200,000.00 in the liourth calendar
quarter of 2015, (ii) S125,000 in the first calendar quarter of 2016. (iti) St 25,000 in the second
calendar quarter of 2016, and (iv) $100,000 in the third calendar quarter of 2016 .
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For the 2016.2017 contract year, Citi shall pay Deco Equipment Fees totaling $400,000.00
payable in four equal quarterly installments to purchase new dock pods,
Forthe 2017-2018 contract year, Citi shall pay Deco equipment fees totaling S400,000.00
payable in four equal quarterly installments to purchase new dock pods.
For the 2019-2019 contract year, Citi shall pay Deco equipment fees totaling $330,000.00 to
purchase new dock pods in four installments as follows (i) S 100,000 in fourth calendar quarter of
2018, (ii) S 100,000 in the First calendar quarter of 2019, (iii) S75,000 in the second calendar
quarter of 2019, and (iv) $75,000 in the third calendar quarter of 2019.
Deco shall maintain books and records vwhich include invoices for the equipment purchases set forth
above and shall supply such invoices and books and records to Citi at Citi's request. In the event that
Deco is able to purchase the equipment specified above for less money than provided by Citi. Deco shall
refund Citi the monies unspent con such equipment.
C. Advances. During the first contract year, Citi shall advance Deco a total of $800,000,
payable as follows: (i) S29U,500 on the first day of the fourth calendar quarter of 2014; (6) S400,000 on
the first day of the first calendar quarter of 2015; (iii) $54,750 on the first day of the second calendar
quarter of 2015; and (iv) $54,750 on the first day of the third calendar quarter of 2015. Deco shall then
provide Citi wit]t quarterly S50,000 credits which shall be used to reduce Citi'a Sponsorship Fee
payments heginning in the fourth quarter of 2015 until the end of the "term.
D. IPjyment Term;. DUI payments made hereunder shall be payable and delivered by wire
transfer and shall be made upon invoice sent by Deco no less than sixty (60) days prior to each of the due
dates set forth herein. Except as otherwise specificalty set forth herein, as between Citi and Deco, each
Parry shall be responsible for any costs and expenses incurred by them associated with the performance of
their obligations under this Agreement. Fcr accounting purposes, Deco may designate and direct Citi to
make Dull or partial payments to an affiliate or subsidiary of Deco, approved by Citi, that is legitimately
performing duties covered by this agreement as Deco has, or may have, different shareholders and
financial obligations under different corporate entities in the performance of its duties on behalf ofseveral
independent municipalities.
V1. i 1a nima, Marks & Hvoerlink
A. Program Name. Deco and Citi agree that the instal Program name shall be "Citi Bike." In the
event that Citi (i) changes its corporate name or (ii) changes it breading sCategy, Citi shall be entitled to
change the Program Name by substituting its nevv, corporate name or nationa' brand in place of its current
name, subject to the prior written approval of Deco, such approval not be unreasonably withheld, and, so
long as such change is permissible under Deco's municipal agreements and applicable local ordinances
relating to branding the public right of way. Deco agrees that it will consent to the change of Program
Name pursuant to this Section VI(A) if such name reflect the then current corporate name of Citi or Citi's
then current brand,
B, Program Lo&Q. Citt has developed a program logo that incorporates the Program Name
("Program Logo') and is attached hereto in Exhibit D. The Program Name and Program Logo shall both
Page 352 of 2240
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be considered Citi Marks. In the event of a change in the Program Name, Citi and Deco agree to work in
good faith to jointly develop a new Program Logo. Given the centrality of the Cio Marks to Citi's brand
identity, Ciii shall Kaye the sole and exclusive ownership of any and all right, tide, and interest in and to
the Program Name and Program Logo
C. 'The Parties' Marks & Hv er i
I . Citi M . Citi, on behalf of its affiliate Citigroup inc , hereby grants to Deco a non-
exclusive, non -transferable, non-sublicensable, royalty -free license in the United States and on the
Internet during the term of this Agreement to use the Program Name, Program Logo, and trademarks,
service marks, and other indicia of ownership of Citi set forth on Exhibit D (the "Citi Marks") in
operating, advertising and promoting the Program in any media whether existing now or later invented ,
including but not limited to for incorporation on the bicycles and stations, provided, however, that Citi
approves all such uses ofthe Citi Marks (including, but not limited to approval of messages containing
any of the Citi Marks delivered through social media plarfornts such as Facebook and Twitter) in writing
in advance of distribution or printing. Notwithstanding the forgoing it is understood that Deco can only
use the Citi Marks to operate the Program in the cities of Miami, Miami Beach, Surfside, Bay Harbor
Islands (or any other municipalities that Deco may expand to locally that may become subject to this
agreement) and any uses outside the state of Florida shall solely be related to the promotion and
advertising of the Program ash is available in Miami and Miami Beach. Citi's approvals shall not be
unreasonably withheld or delayed. All uses by Deco of the Citi Marks shall (I ) be appropriate and
dignified and benefit On's public image and (2) inure solely to the benefit of Citi. Deco shall have the
limited right to sublicense the Program Name acid Logo during the Term in the Territory in connection
with operating, advert:sing and promoting the Program in any media whether existing now or later
invented to third parties who promote the Program or advertise offers in connection with the Program as
part of their porticipation in the Program, provided, that such third parties are approved by Citi and the
sublicense is a form approved by Citi and includes Citi as a third part), beneficiary of the license for the
purposes of enforcing Citi's rights to the Program Name and Program Logo. Notwithstanding the
forgoing, Deco shall not be permitted to sublicense the Citi Marks to any mobile application providers.
Rather, Citi shall enter into such agreements with such providers directly, as Citi determines necessary.
Citi hereby grants to Deco permission to establish and maintain a hyperlink from the Program website
where the Citi Marks appear to citi.com (or such other UR.Ls as Citi may designate) ((he "Citi
Hyperlinks'. The Citi Hyperlinks will be used for the purposes of promoting and advertising Citi's
sponsorship of the Program, and Deco may link to Citi's websites solely for these purposes. Citi reserves
the right, in its sole discretion, to eliminate, disable or discontinue the Citi Hyperlinks at any time, or to
require Deco to eliminate, disable or discontinue the Citi Hyperlinks at any time.
2 Deco Marks. Deco hereby grants to Citi a non-exclusive, nontransferable, nun-
sublicensable, royalry-free license in the United States and on the Internet during the term of this
Agreement to use the trademarks, services marks and other indicia of ownership of Deco attached hereto
as Exhibit E (collectively, the "Deco Marks") in advertising and promoting the Program in any media
whether existing now or later invented. Deco shall have the right to approve all such uses in writing in
advance of distribution or printing. Such approvals shall not be unreasonably withheld or delayed. Deco
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hereby grants io Citi permission to establish and maintain a hyperlink from the Ct.com (or any other Citi
website) to the Program website (the "Deco Hyperlinks"). The Deco Hyperlinks wall he used for the
purposes of promoting and advertising the Program, and Citi may link to the Program websitc solely for
those purposes. Deco reserves the right, in its sole discretion, to eliminate, disable or discontinue flit Deco
Hyperlir,ks at any time, or to require Citi to eliminate, disable or discontinue the Deco liyper!mks at any
time,
VII Program W'ebsttr& Application
4 Own i . As set forth in Section III(E) fhco shall he responsible for creating
updating, hosting, and operating a Program website and Program mobile application, including but not
limited to creating and adhering to terms and conditions and privacy policies for the such website and
application Deco shall ensure that the Program websitc is available to users as of the Program Re-
launch Date (s.lefined below) and that the Program mobile application is available to users on a date that
is mutually agreed upon b) the parties but no later than one month before the Program Rc-Launch Date.
The version of the Program mobile application that shall launch on such mutually agreed upon date shall
allow users to locate Program stations, availablc bicycles, end Citibank branches and shall be created for
Apple and Gougle platform. Decor shall be responsible for expanding the Program mobile application to
rLn on other platforms as mutually agreed to by the Panics and shall, at regular intenals as reasonably
necessary for the operation of the application, update the mobile application and issue new versions of the
application which sha!I include functionality that will be mutually agreed upon by the Parties. Except as
set forth in 5eclion V I(CX 1). Dew shall own the Program mobile application and website, both of which
shall relale sole!)to the Program.
B. Lakedown ► Latices. Deco authorizes Citi and its affiliates and their designee(s) to act as agent for
and on behalf of Deco fur purposes of seeking the takedovv;:, removal, or deletion of any unauthorized
reproductions or colorable imitations of the Program mobile application or website, and undertaking
activities in connection therewith (and Deco shall provide related consents and authorizations or join as a
party if reasonably requested by Cite). fhe Parties acknuAledge and agree that Citt shall have no
obligation to seek such takedown, rrmoval, or deletion and may cease pursuing the takedown, removal, or
deletion of any %uch reproduction or imitation at any nrnr and in Cit.'s sole discretion Citi ;hall have no
liability to Deco or 011hates or any other person or entire i:r connection with its or its designee(s) actions
ar urnissrons in connection with any such takedown. removal, or deletion, and any such actions or
omissions shall be considered those of Deco for the pur;.x)scs of Section V III R) ofthis Agreement.
C. 5rS.y_r1tt Incident Reporting. In order to ensure it consistent process for identifying, reporting,
investigating and closing information security incidents, Deco %hall develop, implement, document and
maintain an infonndOun security incident reporting process (hereinafter a " SIRP"). Such SIRP shall (a)
provide an accurate and up -so -date lise of Deco and t rti personnel to be contacted in the event of an actual
or suspected information security incident related to the Program website aodior Program mobile
application which may or could result in the disclosure of personally identifying information front
Program members, including but not limited to ctetitit or debit card numbers, (h) detail incident severity
definitions, and (e) set specific escalation procedures and timeframes for same based upon the breach
Page 354 of 2240
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severity level of the actual or suspected information security incident. At a minimum, the S►RP must (1)
mandate that all of Deco personnel notify their management in the event that any of Deco personnel
become aware of any action which indicates that there has been or may be an information security
incident, and (2) mandate that an officer of Civ must be uontacted immediately in the event of any actual
or likely disclosure of personally identifying information from members, in accordance with the
aforementioned escalation procedure
D. Vulnerability As5essment. At Cit"s request, no less ;han semi-annually, Deco will allow Citi or a
third party engaged by Citi, to perform a vulnerability assessment of the Program website and/or Program
mobile application, including but not limited to Deco's technology infrastructure ("Vulnerability
Assessment"). Citi shall be responsible for all expenses associated with the performance of the
Vulnerability Assessment. Deco will provide information requested by Citi to enable Citi or a third party
engaged by Citi to perform the Vulnerability Assessment within seven (7) days of Citi's request for such
information. Citi shall keep complete and accurate records rt;garding the results of the Vulnerability
Assessment. Citt will notify Deco of security risks identified by Citi or by a third party engaged by Citi
(singular "Deficiency", or plural, "Deficiencies"). Deco shall have thirty (30) days to cure all
Deficiencies identified as "high" according to industry standards. Ali other Deficiencies identified will be
cured by Deco within ninety (90) days of Citi's notification to Deco of such Deficiencies. Deco shall be
responsible forall expenses associated with curing Deficiencies identified as a result of the Vulnerability
Assessment. Ciu shall have the right to re -perform the Vulnerability Assessment upon receipt of I)cco's
notification that Deficiencies were eliminated. If, in Citi's sole and exclusive discretion, the results of
such Vulnerability Assessment demonstrate that Deco has failed to cure any Deficiency, Citi shall have
the right to terminate this Agreement immediately upon %Tiaen notice, without liability. further, if Citi
terminates this Agreement in accordance with this Section, Citi shall be entitled to a prorated refund of
the fees paid to Deco.
Industry standard definition of HIGH, MEDIUM, and LOW Deficiencies
High Risk. These issues identify conditions that could directly resu't in the compromise or
unauthorized access ofa network, system, application or information Fxamples of High
Risks include known buffer overflows; weak/no passwords, no encryption, which could
result in denial of service on critical systems or services; unauthorized access, and
disclosure of information. In addition, all non -compliant Citigroup policy issues will he
categorized as High Risk.
Medium Risk These issues identify conditions that do not immediately or directly result
in the compromise or unauthorized access ofa network, system, application or
information, but do provide a capability or information that could, in combination with
other capabilities or infonna6un, result in the compromise or unauthorized access of a
network, system, application or information. Examples of Medium Risks include
unprotected systems, files, and services that could result in denial of service on non -
Page 355 of 2240
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critical sa vices or systems; and exposure of configuration information and knowledge of
services or systems to further exploit.
Low Risk: These issues identify conditions that do not immediately or directly resuit in the
compromise of a network, system, application, or information, but do provide information
that could be used in combination with other information to gain insight into how to
compromise or gain unauthorized access to a network, system, application or information.
Low risk issues may also demonstrate an incomplete approach to or application of security
measures within the environment. Examples of Low Risks include cookies nor marked
secure; IP hopping; revealing system banners; and general best practices
recommendations
V lit. Term & Termin tioni.
A. Term. The initial term of this Agreement shall begin on the effective date and shall continue for a
period of five (5) years from the date that the Program is re -launched to include the downtown Miami
area and all Program bicycles include the Program Logo (the `Program Re- Launch Date") (the "Initial
Term"), unless terminated earlier in accordance with Section VIII(B). Such Program Re -Launch Date
shall occur no later than November 15, 2014. Thereafter, the Parties may automatically renew this
Agreement for (a) an additional five (5) year term in D:co's City of,Nliami program and (b) to the natural
expiration of Deco's municipal contract term in the City of Miami Beach (Expiratior. Date: September 30,
2023), upon the mutual agreement of the Parties no less than one -hundred and twenty (120) days prior to
the end of the then -current term (each, a "Renewal Term" ). The Parties witl mutually agree on the
Sponsorship Fee for any Renewal Term, while all of the other terms and conditions set forth herein shall
remain the same, except as otherwise agreed to by the Parties in writing. Notwithstanding the forgoing, in
the event that Deco elects not to renew the Agreement and enter into an agreement with a third party for
the title sponsorship, Deco must, prior to entering into such an agreement, provide Citi with the option to
renew its sponsorship under the same terms and conditions as those offered to such third party. The Initial
Term together with each Renewal Term shall collectively be referred to herein as the "Term."
8. Termination.
Citi shall have the right to terminate this Agreement upon ten (10) days prior written notice to
Deco in the event that the City of Miami, the City of Miam i Beach, or any other
govemmentai or administrative body or agency havingjunsdiction related to the Program,
terminates its agreement with Deco govcming the Program or passes any rule, regulation, or
law that would significantly limit Deco's ability to operate the Program as contemplated
herein. In the event of such termination, Deco shall refund Citi a pro -rota portion of the
Sponsorship Fee and any applicable advances paid for the contract year during which such
termination occurs. Nothing herein shalt be interpreted to preclude Citi from enuring into an
agreement with another operator of the Program in the event that the contract between Deco
and the City of Miami or the City of Miami Beach is terminated.
2. Citi shall have the right to terminate this Agreement immediately in the event that a change in
law, regulation, or other regulatory requirement applicable Citi (herein referred to as "New
7/7/2oia
Legislation-), would prohibit Citi from sponsoring the Program or would render Citi's
oblixations hereunder impermissible or impracticable without a violation of the New
Legislation. Notwithstandine the forgoing, in the case oftermination by Citi pursuant to this
paragraph, Citi shall provide Deco with the amount of prior notice allowed haled on the
effective date and the content of such New Legislation. Any Equipment Fees already paid by
Citi to Deco shall not be refundable if Citi terminates for this reason and Citi shall continue to
make such payments pursuant to a separate written agreement which will be entered by the
parties, provided, that Deco has made purchases for which such Equipment Fees were to be
used (and can provide supporting documentation of such purchases), the equipment is
necessary and capable of functioning as intended. and Deco is not able, after using all
commercially reasonable efforts to immediately cancel the order(s), return or reduce the
amount of such purchases.
Citi shall also have the right to terminate this Agreement if Deco breaches this Agreement
and the breach remains uncured for more than twenty (20) days after Deco receives written
notice of such breach from Citi, except for breaches by Deco of Section Itl(C), (D), (E), (F),
(G), in which case Deco shall have sixty (60) days to cure such breach and breaches which
result from Deco's failure to meet the non -safety related SLAB for which Deco shall have
ninety (90) days to cure such breach, in the event of such termination, Deco shall refund Citi
a pro -rate portion of the Sponsorship Fee paid for the contract year and any applicable
advances during which such termination occurs. Notwithstanding the forgoing, in the event
of that Citi terminates this Agreement as a result of a breach for with a sixty (60) or ninety
(90) cure period applies, then any advances made by Citi of the Sponsorship Fees and the
Equipment Fees paid by Citt shall not be refundable; provided that Deco has made purchases
for which such advances and Equipment Fees were to be used (and can provide supporting
documentation of such purchases), the equipment is necessary and capable of functioning as
inzended, and Deco is not able, after using all commercially reasonable efforts to immediately
cancel the order(s), return or reduce the antowrt of such purchases and provided, further, such
termination is not the result of Deco's misuse of such Equipment Fees or the advances.
Citi shall also have the right to terminate this Agreement upon one hundred eighty ( 180) days
written notice in the event tha: the Program fails to meet the agreed upon utilization metrics
set forth in Exhibit C by the end of the fourth quarter of the first year of the Term. Such
ter'mirtatiun would become effective Lin the last day of the first quarter of the second year of
the Term. Any Equipment Fees and advances of Sponsorship Fees used to pay for equipment
for the Program provided by Citi shall no! be refundable and Citi shall continue to pay the
Equipment Fees pursuant to a separate written agreement which will be entered by the
parties; provided that Deco has made such purchases (and can provide supporting
documentation of wch purchases), the equipment is necessary, and capable of functioning as
intended and Deco is not able, after using all commercially reasonable efforts to cancel,
return or reduce the amount of such purchases and provided, further, such tertination is not
the result of Deco's misuse of such Equipment Fees or the advances.
10
7/7/2014
Deco shall have the right to terminate this Agreement upon prior written notice to Ciii if Citi
fails to make a payment to Deco of any sums due hereunder, provided that Citi is notified in
writing of such nonpayment by Deco Ind such payment is not made within Twenty (20) days
following Citi's receipt of such notification. In the event of such termination, Citi will still be
obligated to pay the sums due hereunder up to the date of termination, but shall be relieved of
any future payment obligations hereunder, except for Equipment Fee for purchases which
Deco can demonstrate through documentan evidence are non -cancellable or refundable.
6. Either Party shall have the right to terminate this Agreement upon prior written notice to the
other Patty in the event of: (i) the other Party's insolvency; (ii) the filing of any petition by or
against the other Parry under bankruptcy, reorganization, or receivership law which petition is
not withdrawn or dismissed within thirty (30) days thereafter; (iii) the other Parry's execution
of an assignment for the benefit of creditors; or (iv) the appointment of any trustee or receiver
of the other Party's business or assets or any part thereof, unless such petition, assignment, or
appointment is withdrawn or nu�lified within fifteen (15) days of such even:. In the event of
termination by Citi hereunder, Deco shall refund Citi a pro -rats portion of the Sponsorship
Fee paid for the contract year during which such tennination occurs. Any Equipment Fees
paid by Ciii shall not be refundable; provided that Deco has made such purchases (and can
provide supporting documentation of such purchases), the equipment is necessary and
capable of being functioning as intended and Deco is not nble, after using all commercially
reasonable efforts to cancel, return or reduce the amount of such purchases.
7. Upon termination or expiration of this Agreement, each Party shall immediately cease using
the Marks of the other Pam.
Vlll. Representgtt ions, Warranties & Covenants
A By Deco Deco represents, warrants and covenants that:
1. It is authorized by the cities of Miami and Miami Beach and has the full right and legal
authority to enter into and fully perform this Agreement in accordance with its terms without
violating the rights of any third party;
2. It has or will obtain all government licenses, waivers, releases, registrations, approvals,
permits or other authorizations necessary to perform its obligations as contemplated under
this Agreement and that such licenses, agreements, permits, waivers, releases, registrations,
approvals, and/or authorizations will be valid and sufficient for the performance of its
obligations hereunder,
3. It will comply with all applicable laws, regulations, ordinances and codes pertaining to the
fulfillment of its obligations under this Agreement, and
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4. The Deco Marks and all content, promotions, and advertising created or furnished by Deco
(except to the extent they use the Citi Marks) for use in connection with the Agreement will
not violate or infringe upon the rights of any third party when used by Citi in accordance with
the teens of this Agreement.
5. Deco has and will maintain information security standards and procedures for the Program
website and Program mobile application in accordance with industry standards and maintains
appropriate procedures to remediate any information security breach that may occur. If Deco
learns that an information security breach has occurred on the Program website or Program
mobile application, Deco will promptly notify Citi of such infonnation security breach to the
extent legally permissible.
B. By Citi. Citi represents, warrants and covenants that:
I . It has the full right and legal authority to enter into and fully perform this Agreement in
accordance with its terms without violating the rights of any third party;
2. The use of the Citi Marks as permitted and approved hereunder shall not infringe upon The
intellectual property rights of any third party; and
3. It will comply with all applicable laws, regulations, ordinances and codes pertaining to the
fulfillment of its obligations under this Agreement.
1X. Indemnification
A. Deco shall defend, indemnify, and hold harmless Citi, its parents, affiliates and subsidiaries and
its and their respective directors, officers, employees and agents from and zgainst any liabilities, losses,
investigations, inquiries, claims, suits, damages, costs and expenses (including without limitation,
reasonable attorneys' tees and expenses) (each, a "Claim") arising out of or otherwise relaying to
(i) Deco' breach of its obligations under this Agreement, including but not limited to its representations
and warranties; (ii) the failure of Deco or those acting under its control to comply with all applicable
laws, regulations, codes, ordinances or other requirements of any govemmentai authority; (iii) the
authorized use of the Deco Marks and materials provided by or on behalf of Deco; (iv) the acts or
omissions of Deco or anyone acting under its direction or control, (v) the unauthorized ust by Deco of the
Citi Marks or other Citi-owned materials provided pursuant to this Agreement; (vi) or any loss, damage,
personal injury or death, suffered by any third party arising in connection with the Program.
B. Citi shall defend, indcmnify, and hold harmless Deco and its directors, officers and employees
from and against any Claims arising out of or otherwise reiating to (i) Citi's breach of its obligations
under this Agreement, including but not limited to its representations and warranties; (ii) the authorized
use of the On Marks and any materials provided by Citi in connection with the Program; and (iii) the
unauthorized use by-Citi of the Deco Marks or other Deco -materials provided pursuantto this Agreement.
C. Notwithstanding the foregoing, neither Parry shall be obligated to indemnify the other Party for
any Claims that may arise out of the gross negligence or willful misconduct of the party otherwise
12
Page 359 of 2240
7n/2014
indemnified. Each Party shaI I provide wTinen notice to the other of any Claims, whether actual or
threatened, promptly upon receipt of notice thereof The other parry shall make no settlement of an
indemnified claim specifically naming or directing the Indemnified Party without the Indemnified Parry's
prior written approval.
X. Insurainu
A. During the Term, Deco shall obtain and maintain all insurance coverage needed to provide and
the properly run the Program and as required by federal or state law, including without limitation,
Workers Compensation with statutory limit and one million dollars (S1,000,000) Limit Employer's
Liability. one million dollars (S 1,000,000) Limit for Automobile Liability, Commercial General Liability
including broad form contractual liability tend personal injury endorsements, providing coverage against
liability for bodily injury and property damage in the minimum amount of S I MM per occurrence and no
less than two million dollars (S2,000,000) annual aggregate in addition to an Umbrella/Excess Liability
providing excess liability coverage in the minimum amount of ten million dollars (S10,000,000.00)
annual aggregate. Upon request of Citi, Deco shall provide a copy of a Certificate of Insurance that
conforms to the foregoing requirements. The certification provided to Citi must include the amount and
type of the coverage(s), names of the insurance providers, the policy numbers and the expiration date of
such coverage(;), or that such coverage information has not materially changed since the effective date of
this Agreement or the prior year's certification, as the case may be-
B. Citi, its parent Citigroup Inc. and subsidiaries as "Additional Insured" should be listed on any
General Liability, Auto Liability, and Umbrella Liability coverage. In addition, Citi should be named as
"Certificate Holder" on the Certificate of Insurance. Insurance Carrier shall notify Citi thirty (30) days
prior to any non -renewal or cancellation of the Insurance required
C. Citi's acceptance of delivery of a Cerrifica;c of Insurance that dots not conform to the
requirements herein shall not relieve Deco of its obligations to provide applicable insurance conforming
to the requirements herein. Failure to comply with the insurance requirement above shall constitute a
material breach of this Agreement.
XI. id tjgjity.
A. Each Party shall treat as confidential and shall not copy or duplicate or disclose to any person or
organization any information obtained from the other Party, either directly or indirectly, that is marked as
confidential or which should be reasonably understood to be confidential ("Confidential Information")
and will only use or reproduce such Confidential Information (i) to perform its obligations under this
Agreement, (ii) as required by the order of any court or any government agency with proper jurisdiction
(and provided it gives norioe to disclosing Party and an opportunity to object to the disclosure of such
Confidential Information) or (m) to receiving Party's attorneys, accountants or other representatives as
necessary in the performance of their duties and in the case of Deco, to the cities of Miami and Miami
Beach solely to the extent required under the agreements between Deco and such cities. Confidential
Information shall not include (1) information that was in the public domain through no fault of the
receiving Party at or subsequent to the time it was communicated to the receiving Party, (2) information
13
Page 360 of 2240
7/7/2014
I
hat was rightfully in the receiving Parry's possession free of any obligation of confidentiality at or
subsequent to the time it was communicated to the receiving Parry by the disclosing Pam and (3)
information developed by receiving Party independently or and without reference to information provided
by the disclosing Party hereunder. Without the disclosing Part>'s prior written consent and other than as
set forth above, receiving Party may not disclose Confidential Information to any third parry. The
receiving Parry shall trea: Confidential Information with at least the same degree of cane that it treats its
own contidential information and shall exercise reasonable precautions to prevent disc osure of
Information to unauthorized parties. If the receiving Party becomes aware of any threatened or actual
violation of the disclosing Party's obligations with respect to Confidential Information, the receiving
Parry shall immediately notify the disclosing Parry thereof artd the receiving Party will, and will assist the
disclosing Parry with its effort to, cure or remedy such violation.
B. 'rhis Agreement and the Parries' dealings under this Agreement, including any payments made by
Citi, art: confidential and shall not be disclosed by either Parry without the prinr written consent of the
other Party (which may be by e-mail), unless such Party is under a legal obligation to disclose such
information or such disclosure is to such Part)'s advisors nr for purposes of enforcement. In such event,
the Party with the obligation to so disclose shall make reasonable efforts to provide the other Parry with
adequate notice of the required disclosure.
X11. Mis"llaneous.
A. Governine Law do Jurisdiction. All matters affecting the interpretation w performance of this
Agreement and the rights of the Parties hereto shall be governed by and construed in acco.dancc with the
laws of the State of New York, exclusive of conflict of laws provisions. Any action or proceeding
commenced pursuant to this Agreement shall be commenced in a federal or state court in the State of New
York, County of New York Both Parties hereby irrevocably waive trial by jury.
B. No Subcontractors. Deco may not engage any third party to perform any of its obligations
hereunder without Cin's prior written approval. Notwithstanding such approval, Deco shall remain
responsible for the performance of all obligations hereunder and for the acts or omissions of any its agents
or subcontractors.
C. Assigrtinent. Neither party shall assign this Agreement, in whole or in part (by assigning any
right or delegating any dury under this Agreement), voluntarily or involuntarily, by operation of law, or in
any other manner, without the other parry's pr.or written consent (which may be by e-mail or facsimile)
which may 'oe withheld in such party's sole discretion, provided, however, that Cid may assign this
Agreement to an affiliate or subsidiary capable performing hereunder upon notice, but without consent, to
Deco. Except for such assignment by Citi, any purported assignment or delegation by a party without the
other parry's prior written consent is void. Subject to the foregoing, all of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and
permitted assigns of the parties.
D. Force Maieure. In the event that Deco is unable to perform its obligations under this Agreement
as a result of an Act of God or of the public enemy, act of the government either in its sovereign or
14
Page 361 of 2240 -- - - --- -
7/7/2o>,a
contractual capacity, suspension or cancellation of the Program, civil commotion, fire, or Flood, each of
which must have a prolonged impact on the use of bicycles in the cities of Miami and/or Miami Beach
(each an "Event") for one hundred twenty days (120). then Citi may, at its option either extend the Term
for a period equal to the period that Deco was unable to perform its obligations or, if the impact exceeds
one hundred eighty days (180), terminate this Agreement. In addition, if as the result of such Event, Deco
is unable to meet the Program metrics in Exhibit C, then Citi shall also have the right to extend the Term
for a period equal to the period of the Event. Notwithstanding the above, this Section X11 (D) shell not
relieve the Parties of any obligations relating to confidentiality, information security or non -infringement
under this Agreement-
E Relationship of the Panics. Deco shall perform services as an independent contractor, and
nothing contained herein shall be deemed to create any association, partnership, joint venture or
relationship of principal and agent between the Parties hereto or any affiliates or subsidiaries thereof, or to
provide either Parry with the right, power or authority, whether express or implied, to create any such
duty or obligation on behalf of the other Party. Deco also agrees that it will not hold itself out as an
affiliate of, or partner, joint venturer, co -principal or co -employer with Citi or any of its parent
corporations, affiliates or subsidiaries by reason of this Agreement and that Deco will not permit any of
its employees, agents or subcontractors to hold themselves out as, or claim to be, officers or employees of
Citi or any of its parent corporations, subsidiancs or affiliates by reason of this Agreement
F Role of the Cities of Miami & Miami Beach. Pursuant to its agreements with the cities of Miami
and Miami Beach, copies of which has been provided to Citi, Citi acknowledges and agrees that the such
municipalities may have approval rights regarding the Program I -ogu, Program Name, colors of the
bicycles and stations, and station formats. Deco shall be responsible for securing any necessary approvals
which shall not be unreasonably withheld.
G. Waiver. This Agreement constitutes the entire agreement of the Parties and supersedes all prior
representations, proposals, discussions, and communications, whether oral or in writing, relating to the
subject matter hereof. This Agreement may be modified only by a written instrument signed by both
Parties. None of [tie provisions of this Agreement may be waived or modified, except expressly in
writing signed by both Parties. however, failure of eider Party to require the performance of any term of
this Agreement or the waiver by either Party of any breach shall not prevent subsequent enforcement of
such term nor be deemed a waiver of any subsequent breach.
H Severability. Each and every paragraph, sentence, term and provision of this Agreement shall be
considered independent, reasonable, and severable. If a court of competent jurisdiction or arbitrator(s)
makes a final determination that any paragraph, sentence, term or provision of this Agreement is
unreasonable, invalid or unenforceable, the remaining paragraphs, sentences, terms and provisions of this
Agreement shall be unimpaired and the unreasonable, invalid or unenforceable paragraph, sentence, term
or provision of this Agrcemenr shall be deemed replaced by a paragraph, sentence, term or provision that
is valid, reasonable and enforceable and that most closely approximates the intention of the Parties with
respect to the unreasonable, invalid or unenforceable term or provision, as evidenced by the remaining
valid enforceable terms and conditions of this Agreement.
15
Page 362 of 2240_
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1. udit. At least once during each year of the Term Citi, its internal or external auditors shall be
entitled to audit Deco's books and records as related to the Program and Deco's expenditure of the
Equipment Fees and advances. In the event that Citi finds that Deco has overstated such expenditures or
misused such Equipment Fees cr advances, Cm shall be entitled to terminate this Agreement and reeeivc
a refund of such Equipment Fees and/or advances.
J. Publics. Neither Party shall issue any press release or public announcement concerning this
Agreement, or identifying, mentioning or using the name of the other Parry, without obtaining the prior
approval of the other Parry hereto, which approval shall not be unreasonably withheld, conditioned or
delayed, provided, however, that Citi shall be entitled to include the Program in any list of its
sponsorships.
K. Notire. Unless otherwise specified herein, all notices, requests, demands, payments, consents and
other communications hereunder shall be transmitted in writing and shall be deemed to have been duly
given (i) when hand -delivered, (ii) upon delivery when sent by express mail, courier, overnight mail or
other overnight or next -day delivery service, (iii) when received when sent by facsimile or via email,
provided that such facsimile or email is e;cctronically confirmed to have been received, or (iv) three (3)
days after the date mailed when sent by registered or certified United States mail, postage prepaid, return
receipt requested, or when deposited with a public telegraph company for immediate transmittal, charges
prepaid, addressed as follows.
Citi' Citibank, N.A.
Atrtt' Elyssa Gray
One Court Square
Long Island City, NY 1 1 120
With a copy to: Citi Legal Department
Attn: Jane G. Pullack or Anne Rubinson
One Court Square, 41 st Floor
Long Island City, N1' 11120
Deco: 41 NC 17 TER, MIAMI, FL 33132
Citi or Deco may change its address by giving written notice of such change of address to the others.
L. Survival. The following prm isions shall survive expiration or termination of this Agreement:
Sections VIII(6X2), VIII(BX4), VIII(BX 7), IX — Xll.
M. L n ire Agreement. This Agreement, including all exhibits, schedules, and other attachments to
this Agreement as well as documents Specifically referenced in this Agreement, constitute the entire
expression of the Parties' agreement with regard to the subject matter of this Agreement_ All prior and
16
Page 363 of 2240
7/7/2oi4
contemporaneous negotiations and agreements between the parties with regard to the subject matter of
this Agreement are expressly superseded by this Agreement.
N. Countemarts. This Agreement may be executed in one or more counterparts, each of which
be deemed an original, but all of which ;&ken together constitute one and the same instrument. Deli,
of an executed counterpart of a signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivory of a manually executed original counterpart of this f\greel
rN WITNESS WHEREOF, the Partiei hereto have executed this Agreement as of the date
above. /
CITIBANK, N.
By:
Print Name:
DL•COBIICE, LLC
By.
Print Name: c��
rizwn_,�) ?bs='��rr7
Tit) : Title: ►�t;� (}i�J I
— Page36 of 2240
7/7/2014
Sponsorship Benefits
In addition to the benefits outlined in Scctiuns I and III of the Nprettient. Deco shall provide tV Cat the
follow;ng sponsorship henefits during each year of ;he Term
Status, Rigbts & Ettclusiviry
• C10 N ill he the exclusive brie sponsor of the Program
• Cni colors as selected by Ciii shall be incorporated into the branding of the Program, subject
to approval by the cities of Miami and Miami Beach
• During each year of the Term. Deco will provide Citi with a most favored discounted rate on
all passes and memberships in the program and will give Citi S7500 of free Program
memberships in the form of passes, member access cards or key fobs to be distributed by Cal
in its sole discretion, but in compliance with the terms and conditions of the Program.
• At least once during each year of the Term, Deco shall allow Cite to create an email that may,
in Citi's sole discretion. include messaging about Citi products and services, that Deco will
deploy to the Program member base (excluding ntembets who have opted out from receiving
marketing messages)
Citi Branding Visibility an Bicycles
• Program Name and Program Logo on the tenders. fiarnes, and baskerc of all of the Program
bicycles. the exact placement of which shall be mutually agreed upon by the parties. Such
Program Namr and Program Logo %hall appear on all Program bicycles (minimum 1700). as
of the Program Re -Launch Date. Deco will add the Program Name and Program Logo to all
Program bic�ties that it adds Ic the Program. In addition, in the event that Deco orders new
bicycles, such bicycles shall not include the name of the manufacturer of such bicycles on the
seats.
• C.rb sha!1 choose color of hikes and other graphic design elements. subject to approval by
cities of Miami and Miami Beach. Any changes to the design elements of the Program bikes.
including but not limited to any proposed addition of any logos or other elements shall be
sub)ect to Cite's approval As of the Program lee -Launch Date, the 700 downtown Miami area
Program bicycles shall all include design elements chosen by Citi. By January 30, 2015 the
1000 Miami Reach Program bicycles shall ull include design elements chosen by Citi and
there should no longer be any Program brcy;lcs5 that do not include design elements chosen
by Citi.
• Citi responsible for paying for the sticker,, on the hrcycles which need to be rebranded. Such
oust, shall not exceed $60,000 00.
3. Citi Branding Visibility on Station Kiosks. Station Docks & Other
• Program Logo on all station kiosks %%ith the placement to he mutually agreed upon by Ciu
and Deco. The parties acknowledge ttnd agree that Deco will use best effon to obtain
permissions to include Citi branding on any station kiosks or docks which are placed on
private property, provided, however, that the Deco shall tie hem effort% not to place stations
on private property and shall work with Citi to determine an acceptable location for a station
dock or kiosk if such kiosk or dock needs to be placed on private property The parties
acknowledge and agree that currently th-re is only one station on private property
ig
__ __ Page 365 of 2240
7/7/20;4
in the Miami Beach area, Citi shall have the main 22" x 48" ad panel at -;C station kiosks on
which Citi commercial advertising can appear. The Program Name and Program Logo will
appear on all of the stations kiosks (minimum of 100) in the Miami Beach area. In the event
that Citi advetising cannot appear on an ad panel, no information on anv commercial enrih,
(other Than Deco) shall be included on such ad panel; rather, the ad panel shalt consist of
Program, city or tourist related information. In addition, the Program Logo will appear on the
rail locking docks and the stations kiosks and docks will be Citi blue (or feature Citi blue
decals). As Deco adds station kiosks, Citi will receive the same benefits on such kiosks.
In the downtown Miami area, Citi shall have all of the ad panels at every station kiosk
(minimum 70) The main panel shall be 23' M.' x 58"H and the side panels shall be 16"W x
58"H . One side panel shall be used for die bikeshare station network map on all kiosks. As
Deco adds station kiosks, Citi will receive the saute benefits on such kiosks.
Program Logo on all member access cards. Program maintenance tnrcks, rebalancing trailers,
Program uni-orms, ciry makes, and marketing collateral.
d. Marketing and promotions
• Deco will consult and cooperate with Citi :n devising and executing the marketing plan and
all promotional efforts in support of the Program
• Deco will consult and cooperate with Citi on any and all third -party collateral, sponsorships
and promotional nctivities in support of Tile Program or using the Program Name or Logo.
Specifrcally, Cie shall have the right To review and approve all such collateral, sponsorships
and promotional activities. Such approval shail not be unreasonably withheld.
• Deco will prominently display the Program Logo on all proni,otional campaign material for
the Program, including in all social media posts, press releases and marketing collateral
• Deco will also prominently display the Program Logo on any materials associated with
community and bicycle safety programs
• In the event Deco sells advertising space on the Program website andlor Program mobile
application, Deco shall provide Cat with ad inventory on such properties free of charge ttnd
viill not sell ad space to a third pary that is not approved by Citi.
• Deco will undertake at a minimum, the following marketing efforts in support of the
Program,
o Safety, education and comntunuy outreach campaign. including dozens of events in
many areas of the city
o Email blast to 4,300 city staff members regarding the Program and the Program Re -
Launch
o Program launch event with national and global media attention
o Social media activation starting 1 month before Program Re -Launch and ongoing
o Events, tabling, contests. ambassadors and programs to drive increase in membership,
ridership and community ongoing.
o Outreach to tourists, both prior to visit to Vtiamr and :Miami Beach and during their
stays
o Facilitate cross promotional opportunities with hotels, at community events (i.e., Aids
Walk, Relay for Life. Bike Miami Days, and the Winter Party)
S. Public relations
• Citi shall have the right to have Citi designated spokesperson participate in all media events
that Citi considers to be key media.
19
7/7/2014
• Ciri will receive a credit as the exclusive title sponsor in all press releases or other controlled
media in a form to be mutually approved by the Parties.
• Citi and the Program Namo and Program Logo will be teatured in all official Program press
announcements and at all Program Events
• Deco will use test effurs to arrange for a press conference to announce the sponsorship with
the participation of the mayors of the cities of Miami Beach and Miami
• Deco will conduct ongoing press outreach concerning the Program
safety
• Deco, together with the cities of Miami and Miami Beach, will execute a variety of programs
designed to bring attention to bicycle safety and helmet usage Deco will consult with Citi
regarding the execution of such Programs and provide Citi with the opportunity to participate
in such Programs, including but not limited to through helmet giveaways at Citibank branch
locations.
• Deco will place safety messaging prominently on the wcbsite, emails and newsletters to
members, and en the station kiosks
• Deco will continue to conduct bicycle safety workshops, bike safety summer camp programs,
and its work with die South Florida Bike Coalition and will provide Citi with the opportunity
to participate in these programs
• Deco will continue to pmvido free helmets to ail annual subscribing Program members at
Deco office location(s) and. in Citi's discretion„ Citi may also allow Deco to provide such
helmets at Ciri branches in the immediate area
20
Page 367 of 2-�Y
7/7/2014
)E hi it
SLAB
All Service Level Agreements are assessed monthly unless otherwise specified.
Ref.
Name
Service Level
Measurement
Performance
Units
Liquidated
Damages
Agreemeet
Tools)
I Level
Per Unit
Every Station, as
well as all
Station &
Bicycles
1
Bicycle
resent, is
� cleaned or
� Deco databases
<989'e
PP�S�> °
S50
cleaaine
wiped down at
least once every
i
14 days.
Every Bicycle
receives a full
2
Bicycle
mechanical
Deco databases
Per Bicycle
Maintenance
: check at least
once every
calendar month.
<100%
per Day
$10
J-
Station
Stations must be
cleaned within
48 hours of
discovery or
notification.
Per instance,
cleaning
Cleaning
per 24 hour
3
after
includes, but is
Dew databases.
<900y0
period
$50
discovery or
not limited to
beyond
notification
wash or wipe -
deadline
down, graffiti,
scratchid and
sticker removal.
Operator must
clean Bicycles
or remove them
rrom the system
Bicycle
within 96 hours
Per instance,
cleaning
of discovery or
per 24 hour
4
after
notification.
Deco databases
<90&e
period
s10
discovery or
Cleaning
beyond
aosit7casifua
includes, but is
deadline
not limited to
wash or wipe -
down, graffiti,
scrawhiti and
21
Page 368 of 2240
7/7/2014
i Serslce level Measurement Performance LiQuidated
Ref. : Name Agreement Tool(s) Level Units Damages
Per Ifait
sticker removal
i
i ' I
i Stations thAt arc
net marked for
repairs,
undergo:ntt
repairs or
temporarily
S Station removed from Deco
Uptime circulation must database(s)
he fully
functiunal
including all
communications
and transaction
W'ebslte
availability
i systems
�Webvite must be
fully functional.
This includes
but is not limited
to the ability to:
process
transactions:
prnvtdc real-
time data and
I map; and
provide
subscriber
account
information,
such as rental
histories.
I
Central The Central
Deco
datahasc(s)
I
<95% Per huur per $50
i station
I
-9?4 c Per hour
Computer
7
System :System
Cemputcr Deco <07;0 o I Per hour
must he databast(sj i
fuily functional
The operator
..tll ensure that
8
Bicycle fleet
Deco
all bicycles that =95 So Per Bicycle
databnse(c )
are not removed
from circulation
22
S50
S50
$15
Page 369 of 2240
7/7/2t114
Ref. Name Service Level
Agreement
for repair,
replacement or
cleanmi; are in
circulation a.
agreed upor. by
--~
Deployed Docks
not (narked for
repair or
replacament
Operational
must be fully
9
Docks
functional This
includes but is
not fintited to
the ability to
rent and receive
Bicy.les
Bicycles shall he
redistributed
10
Bicycle
throughout the
rebalancing
system as
necessary to
meet demand.
Measurement Performance
Tool(s) Level
Deco
datahasr(s)
i
i
Deco
database(s)
I
i
I Liquidated
L'nits Damages
Per Unit
Deco shall be exempt from the SLA requirements in this exhibit under the following circumstances:
(a) Damaged or Stolen Stati,)ns and Components In the event a station is damaged by acts of
god or multiple stations are damaged at the same time as a result of an event beyond the
direct control of Deco, Deco shall he excused from complying with SLA terms for such
stations, bikes and components; provided, however, that Deco takes all necessary steps to
ensure that riders cannot access such stations, bikes or components until they are fixed and
provided further that such time Deco is excused is less than thirty (30) days unless further
delay Is the result of a Force Majeure Event under the Agreement or the result of a delay by
the municipality or other governing body. Deco shall use best reasonable efforts to replace or
repair such equipment quickly. It is agreed by the parties that in the event equipment must he
ordered or removed for repairs, there will be a corresponding dov,rtime for such equipment
of which Deco will not be penalized.
(b) Temporary Removal or Relocation of Stations: During the Tcrnt. stations may be moved or
removed temporarily for repairs, upgrades (including for the rollout of the new equipment as
set forth to the Agreement) and,or to make way for construction projects (such as repaving or
road infrastructure work) Deco shall be exempt from complying with SLA terms for such
stations and shall not be penalized, provided, however, that Deco shall use all commercially
21
Page 370 of 2240
7/7/2oi4
reasonable effort to have any station that is effected by such construction project relocated to
a different area during the project and shall aiso notify Citi of such removal.
(c) 3`d Party Communicarion Providers: In the rare event a cellular data service provider
(such as AT&T or T-Mobile for example) experiences an issue that impacts that data
communication and performance of Deco's stations, Deco shall be exempt from the SLA
during such period and shall not be penalized. Deco shall notify the communication
prodder immediately upon identifying and attempting to troubleshoot the issue. Deco
will notify members (viu email or social media) and Citi of any impact on the operation
of the system if it is likely to persist for more than two hours.
24
Page 371 of 2240
7/7/2014
Exhibit
Program Metrics
The utilization metrics for the Program shall be as follows:
• Contract Years I & 2 - An average of 2 Rides (defined below) per day per bicycle (based on the
Program fleet levels set forth in the Agreement)
• Contract Years 3, 4 & 5 - Any average of 2.5 Rides per day per bicycle (based on the Program
fleet levels set forth in the Agreement)
No later first quarter of the second contract year of the Term, Deco would perform a formal ridership
analysis to determine the degree of utilization of the Program over the first year of the Initial Term.
In the event that the re,,iew demonstrates that the degree of utilization of the Program during the first
contract year of the Tetra is less than an average of at least two Rides (as defined below) per day per
bicycle has not been mct, then Deco and Citi will come to mutually agreeable revised marketing and
public relations commitments for Deco. which may include increasing the financial resources and
manpower commirted by Deco and related to those commitments, including but not limited to
providing Citi with additional media placements, increasing public relations activities, and holding
additional ?Deal promotions with Miami and Miami Beach agencies. After the initial audit, Deco will
conduct quarterly ridership analyses and continue the revised marketing and public retations actions
until the agreed -upon metrics have been met for at least two consecutive quarters, The parties
acknowledge and agree for the purposes of making such calculations the limited time periods during
which new docks were installed throughout Miami Beach and locks were changed out throughout
Miami Beach will not be counted. Once such metrics have been satisfied for two consecutive
quarters such reviews will be conducted at least once annually based on the metrics set forth above
for the remainder of the Initial Term, unless an} review shows that such metrics have not be satisfied
in which case a review shall be conducted fur the following quarter. In the event that the metrics are
not met for two consecutive quarters, Citi shall have the option to terminate die Agreement as set
forth in Section Vll(BX3).
)5
Page 372 of 2240
7/7/2014
Citi Hike name
Citi Bike Design logo
Blue Wave Design
Citi
Citi with Arc Design
Citibank
Exhibit D
Citi Marks
26
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7/7/2014
DecoBike Name and Lugo
OccoBike Bicycle Design
Exhibit E
Deco Marks
27
Page 374 of 2240
7n/z014
Exhibit F
Progrmrn Membership Pricing Ranges
o Standard Monch!y Bike Pass Subscription (unlimited 30 Min rides): $15-Sig
o Deluxe Monthly 31ke Pass Subscription (unlimited 60 Min rides): $25-$30
o Annual Pre -Paid Bike Pass (unlimited 30 Min r des): S150.5160
0 30 Min: $4-S6
0 1 Hour: $6•$9
0 2 Hour. 510-$13
0 4 Hour $18-522
0 1 Day: 524 $30
• Deco may modify its prices in accordance with the ranges noted above upon providing ten (10) days prior
notice to dtL Deco shall be permitted to offer other various short-term passes not listed here at its
discfetton, but all subject to any reaulrements set forth in the Agreement. For the avoidance of doubt, Deco
shall be able to offer discounts off of the prices below in its discretion, provided that it gives notice to Gill and
that such discounts are not related to method of payment for such passes.
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Page 375 of 2240
SECOND AMENDMENT TO THE MIAMI AREA BICYCLE SHARE SPONSORSHIP AGREEMENT
This AMENDMENT NO. 2, dated as of June _, 2019 (this "Amendment"), to that Miami Area Bicycle
Share Sponsorship Agreement (the "Agreement') by and between Citibank, N.A. ("Citi") and DecoBike,
LLC, ("Deco') effective July 7, 2017 is entered into between Citi and Deco. All other definitions and
capitalized terms have the same meaning as defined in the Agreement.
WHEREAS, the Parties have agreed to extend the term of the Agreement to December 31, 2022
("Term"); and
WHEREAS, the Parties have agreed to Sponsorship Fees to be paid for the new Term of the
Agreement.
THEREFORE, in consideration of the premises set forth below, the Parties agree to the following:
Section V. A will be amended to add the following bullets at the end of V.A:
• For the Fourth Quarter of 2019, Citi will pay Deco a total not to exceed $571,290.00;
such payment will be made on or before October 15, 2019.
• For the 2020 contract year, Citi will pay Deco a total not to exceed Two Million Three
Hundred Thirty -Six Thousand Five Hundred and Seventy -Six Dollars (S2,336, 576.00) in
equal quarterly installments each of which shall be due on the fifteenth day of the first
month of the calendar quarter, of Five Hundred Eighty -Four Thousand One Hundred
Forty -Four Dollars ($584,144), based on invoices received from Deco at the start of each
calendar quarter.
• For the 2021 contract year, Citi will pay Deco a total not to exceed Two Million Three
Hundred Eighty -Nine Thousand One Hundred and Forty -Nine Dollars (S2, 389, 149.00)
in equal quarterly installments each of which shall be due on the fifteenth day of the first
month of the calendar quarter, of Five Hundred Ninety -Seven Thousand Two Hundred
Eight -Seven Dollars and twenty-five cents ($597,287.25), based on invoices received
from Deco at the start of each calendar quarter.
• For the 2022 contract year, Citi will pay Deco a total not to exceed Two Million Four
Hundred Forty -Two Thousand Nine Hundred and Five Dollars ($2,442,905.00) in equal
quarterly installments each of which shall be due on the fifteenth day of the first month of
the calendar quarter, of Six Hundred and Ten Thousand Severn Hundred and Twenty -Six
Dollars and twenty-five cents ($610,726.25), based on invoices received from Deco at the
start of each calendar quarter.
• In the event that 2200 bicycles are operational and additional 8 kiosks are added during
this Term, Citi will pay Deco an additional One Hundred Thousand Dollars ($100,000) in
the quarter after Deco attests to the fact that the bicycle expansion is complete. Deco
must provide Citi with at least six (6) months advance notice of the date in which Deco
anticipates it will meet this milestone. The Parties must agree as to the completion date at
that time.
Other than the Fees set forth above, no additional Fees shall be payable by Citi.
Page 376 of 2240
2. Section VIII.A. shall be amended by deleting the section in its entirety and replacing it
with the following:
A. Term. This Agreement was to expire on November 15, 2019. The Parties agree
to extend this Agreement and it shall now expire on December 31, 2022. The Parties agree to
meet in the second quarter of 2021 to discuss extending the Term of this Agreement until the
natural expiration of Deco's City of Miami's contract, which is September 30, 2023). However,
Citi shall not have any obligation to agree to such extension. Notwithstanding the foregoing, in
the event that Deco elects not to renew the Agreement and entire into an agreement with a third
party for the title sponsorship, Deco must, prior to entering into such agreement, provide Citi with
the option renew its title sponsorship under the same terms and conditions offered to such third
Pay
There shall be no other changes to the Agreement except as specifically set forth in this First
Amendment and all other terms and conditions of the Agreement shall remain the same and in full force
and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written
above.
CITIBANK, N.A.
By: sk-1
Print Name: Edward Skyler
Title: Executive Vice President
DECOBIKE, L
By:
Print Name: Ricardo Pi erdant
President
Title:
Page 377 of 2240
THIRD AMENDMENT TO THE MIAMI AREA BICYCLE SHARE SPONSORSHIP AGREEMENT
This AMENDMENT NO. 3, dated as of August��i022 (this "Amendment"), to that Miami Area
Bicycle Share Sponsorship Agreement (the "Agreement") by and between Citibank, N.A. ("Citi") and
DecoBike, LLC, ("Deco") effective July 7, 2017 is entered into between Citi and Deco. All other
definitions and capitalized terms have the same meaning as defined in the Agreement.
WHEREAS, the Parties have agreed to extend the term of the Agreement to December 31, 2024
("Term"); and
WHEREAS, the Parties have agreed to Sponsorship Fees to be paid for the new Term of the
Agreement.
THEREFORE, in consideration of the premises set forth below, the Parties agree to the following:
Section V. A will be amended to add the following bullets at the end of VA:
For the 2023 contract year, Citi will pay Deco a total not to exceed Two Million Four
Hundred Ninety -Seven Thousand Eight Hundred -Seventy Two Dollars ($2,497,872) in
equal quarterly installments each of which shall be due on the fifteenth day of the first
month of the calendar quarter, of Six Hundred Twenty -Four Thousand Four Hundred
Sixty -Eight Dollars ($624,468), based on invoices received from Deco at the start of each
calendar quarter.
For the 2024 contract year, Citi will pay Deco a total not to exceed Two Million Five
Hundred Fifty Thousand Dollars ($2,550,000) in equal quarterly installments each of
which shall be due on the fifteenth day of the fust month of the calendar quarter, of Six
Hundred Thirty -Seven Thousand Five Hundred Dollars ($637,500). based on invoices
received from Deco at the start of each calendar quarter.
Other than the Fees set forth above, no additional Fees shall be payable by Citi.
2. Section VILLA. shall be amended by deleting the section in its entirety and replacing it
with the following:
A. Term. This Agreement was to expire on December 31, 2022. The Parties agree
to extend this Agreement and it shall now expire on December 31, 2024. The Parties agree to
meet in the second quarter of 2023 to discuss extending the Term of this Agreement). However,
Citi shall not have any obligation to agree to such extension. If Deco's City of Miami contract is
not renewed, Citi shall have all of the right to terminate this Agreement in accordance with the
terms. Notwithstanding the foregoing, in the event that Deco elects not to renew the Agreement
and entire into an agreement with a third party for the title sponsorship, Deco must, prior to
entering into such agreement, provide Citi with the option renew its title sponsorship under the
same terms and conditions offered to such third party.
3. The Sponsorship Benefits, Exhibit A, shall be amended by adding the following bullet to
Section 3 "Chi Branding Visibility on Station Kiosks, Station Docks and Other":
Page 378 of 2240
In the event that Deco elects to place digital displays which feature advertisements on station
kiosks, Citi shall have the right to place advertisements in the ad rotation on each digital display
that Deco deploys. The number of ads in a rotation is estimated to be 6-10 ads, with 10 being the
maximum number of ads permissible in a rotation including any ads placed by Citi. Citi has the
right to place two (2) ads per rotation. Citi and Citi Bike shall also be permitted to place ads in
unsold ad spaces in the rotations if such spaces are not used for PSA's or messaging from the City
of Miami. All other Citi/Citi Bike branding historically on the kiosks, docks, and bikes would
remain as -is, and the digital displays are expressly in addition to the usual Citi/Citi Bike branding
and shall not displace any Citi/Citi Bike branding that has already been deployed. Citi shall be the
sole financial services company featured in the ad rotation. A financial service company means a
company in the business of consumer and business checking (including debit cards), savings,
mortgages, and other personal and commercial loans (including credit cards), investment and
wealth management services.
There shall be no other changes to the Agreement except as specifically set forth in this First
Amendment and all other terms and conditions of the Agreement shall remain the same and in full force
and effect
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written
above.
CITIBANK, N.A.
By:
Print Name: Ex cmep ice President
Gobal Public Affairs
3W Greenwich Street
Title: New York, NY 10013
DECOBIKE, LLC
By:
Print Name: Ricardo pierdant
Title: President
Page 379 of 2240