Resolution No. 2020-33 Approving Second Amendment to Agreements with Clear Channel Outdoors for Commercial Advertising Signs - May 14, 2020RESOLUTION NO. 2020-33
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, APPROVING SECOND AMENDMENT TO
AGREEMENTS (THE "AGREEMENT") CONCERNING COMMERCIAL
ADVERTISING SIGNS BETWEEN THE CITY OF AVENTURA AND
CLEAR CHANNEL OUTDOORS, INC.; AUTHORIZING THE CITY
MANAGER TO EXECUTE AND TO TAKE ALL ACTIONS NECESSARY
TO IMPLEMENT THE AGREEMENT; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City Commission finds that approval of the attached Second
Amendment to Agreements Concerning Commercial Advertising Signs (the "Second
Amendment") between the City of Aventura, Florida (the "City") and Clear Channel
Outdoors, Inc. ("Clear Channel") is in the best interest of the City.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AS FOLLOWS:
Section 1. Recital. That the foregoing "WHEREAS" clause is ratified and
confirmed as being true and correct and is made a specific part of this Resolution.
Section 2. Second Amendment Approved. That the Second Amendment
between the City and the Clear Channel, in substantially the form attached hereto and
incorporated herein as Exhibit "A," is hereby approved.
Section 3. Implementation. That the City Manager is hereby authorized to
execute the Second Amendment, and to take any action which is necessary to implement
this Resolution and the Second Amendment.
Section 4. Effective Date. That this Resolution shall take effect immediately
upon adoption and shall be applied retroactively to coincide with the effective date of the
Second Amendment.
The foregoing Resolution was offered by Commissioner Shelley, who moved its
adoption. The motion was seconded by Commissioner Landman, and upon being put to
a vote, the vote was as follows:
Commissioner Denise Landman
Yes
Commissioner Dr. Linda Marks
Yes
Commissioner Gladys Mezrahi
Yes
Commissioner Marc Narotsky
Yes
Commissioner Robert Shelley
Yes
Vice Mayor Howard Weinberg
Yes
Mayor Enid Weisman
Yes
City of Aventura Resolution No. 2020-33
PASSED AND ADOPTED this 14t" day of May, 2020.
ENID WEISMAN, MAYOR
ATTEST:
,ram � t'a�-.
ELLISA L. HORVATH, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
V4 �� 141le
CITY ATTORNEY
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SECOND AMENDMENT TO AGREEMENTS
CONCERNING COMMERCIAL ADVERTISING SIGNS
THIS SECOND AMENDMENT TO AGREEMENT (the "Second Amendment") is entered into
this day of 2020 by and between the City of Aventura, a Florida municipal
corporation (the "City") and Clear Channel Outdoor, Inc., a Florida corporation ("Clear Channel").
WITNESSETH:
WHEREAS, Clear Channel owns billboards located at the southwest corner of Biscayne Boulevard
and Ives Dairy Road in the City of Aventura (the "Billboards"), and the Billboards have a total of four (4)
faces, as depicted in the schematic drawing attached hereto as Exhibit "A," which is attached hereto and
incorporated herein by reference; and
WHEREAS, on September 3, 2002, the City and Clear Channel entered into an Agreement
Concerning Commercial Advertising Signs to provide for Clear Channel to provide for an agreed upon
height for the existing Billboards, to prohibit any advertising on Face 3 and Face 4 of the Billboards, and
to provide for the removal of two (2) existing billboards on Biscayne Boulevard (the "2002 Agreement")
WHEREAS, on September 6, 2005, the City and Clear Channel entered into an Agreement
Concerning Commercial Advertising Sign — Charter School Revenue, to provide for sharing of revenue
generated from advertisements placed on Face 4 of the Billboards (the "2005 Agreement"); and
WHEREAS, on April 10, 2007, the City and Clear Channel entered into an Amendment to
Agreement for Commercial Advertising Sign to provide for additional revenue payments to the City in
consideration of permitting additional advertising on Face 3 of the Billboards (the "April 2007
Amendment"); and
WHEREAS, 2002 Agreement, the 2005 Agreement, and the 2007 Agreement are collectively
referred to as the "Agreements," and serve both a municipal and public purpose, and are in the best interest
of the City; and
WHEREAS, on November 6, 2007, the City and Clear Channel entered into First Amendment to
Agreement Concerning Commercial Advertising Sign, to amend the Agreements in order to provide
additional conditions related to advertising placed on the billboards (the "First Amendment"); and
WHEREAS, the City and Clear Channel desire to enter into this Second Amendment to provide
for the placement of LED changeable copy panels on Face 1 and Face 2, to provide for additional revenue
payments to the City in consideration of permitting additional advertising on the Billboards, to include the
billboards at the termination of the William Lehman Causeway and Biscayne Boulevard as part of the
Agreement, and to extend the Agreement for an additional ten (10) years.
NOW, THEREFORE, in consideration of the promises, mutual covenants, provisions,
and undertakings hereinafter contained, and for other good and valuable considerations, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. That the recitals set forth above are true and correct and are incorporated herein by
reference.
2. The City and Clear Channel agree that Clear Channel may install Light -Emitting
Diode ("LED") changeable copy panels on Face 1 and Face 2 on the Billboards, as depicted in
Exhibit "A," which is attached hereto and incorporated herein by reference. The LED changeable
copy panels will change content no less than every eight (8) seconds, the content displayed on the
LED changeable copy panel shall not include any animated content, and the illumination shall be
dimmed at night to minimize any light pollution from the LED changeable copy panels. In
addition, upon the City's written request, Clear Channel shall display emergency messages and
event announcements on the LED changeable copy panels. In consideration of permitting Clear
Channel to install the LED changeable copy panels on Face 1 and Face 2, Clear Channel shall pay
the City the sum of Twenty Five Thousand and 00/100 Dollars ($25,000.00), annually during the
term of this Agreement, for each LED changeable copy panel, for a total of Fifty Thousand and
00/100 Dollars ($50,000.00) per year.
3. The City and Clear Channel agree to provide for the following payments to the City
for Face 3 and Face 4:
a. For Face 3, Clear Channel shall pay to the City a minimum of Three
Hundred Thousand and 00/100 ($300,000.00) or Fifty Five percent
(55%) of revenue generated, annually, from advertising on Face 3,
whichever is greater, each year during the term of this Agreement.
b. For Face 4, Clear Channel shall pay the City an amount equal to
Fifty Five percent (55%) of revenue generated, annually, from
advertising on Face 4, each year during the term of this Agreement.
4. The City and Clear Channel agree to include the billboard at the termination of the
William Lehman Causeway and Biscayne Boulevard, which consists of two (2) faces as part of
this Agreement (the "Causeway Billboard"). The City and Clear Channel agree that Clear Channel
shall construct and operate the Causeway Billboard in conformance with the following
requirements:
a. Clear Channel shall construct a decorative sign support structure to
support the Causeway Billboard, subject to the approval of the City
Manager;
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b. Clear Channel shall be permitted to install LED changeable copy
panels on the two faces of the Causeway Billboard. In conjunction
with the installation of the LED changeable copy panels, Clear
Channel shall provide the City Manager with an illumination chart,
photometric report, and proof of brightness report for the LED
changeable copy panels.
C. Clear Channel shall install an ambient light sensor and secondary
backup to ensure illumination levels are not more than 0.3 foot
candles above changing light levels throughout the day, measured
based on distance (feet) from the source;
d. The LED changeable copy panels will change content no less than
every eight (8) seconds, and the content displayed on the LED
changeable copy panel shall not include any animated content, other
than an eight (8) second flip, and the illumination shall be dimmed
at night to minimize any light pollution to adjacent residential
neighborhoods from the LED changeable copy panels;
e. Clear Channel shall not utilize the LED changeable copy panels to
display any advertisements for alcoholic beverages, tobacco
products, pari-mutual gaming, casino or slot machine gambling,
adult entertainment uses, or any other use that is reasonably
objectionable, as determined by the City Manager;
f. Clear Channel will post, at the City Manager's request, emergency
messages and, on a space available basis and as mutually agreed,
City event announcements on the LED changeable copy panels.
g. Clear Channel shall not object to any existing City landscaping
within the FEC and/or FDOT right of way in the area of the
Causeway Billboard, and will replace any existing City landscaping
disturbed by construction of the new Causeway Billboard. Any
future landscaping installed by the City shall adhere to state
statutory provisions regulating viewing area, or as mutually agreed
upon between the City and Clear Channel.
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5. In consideration of permitting Clear Channel to install the LED changeable copy
panels on the Causeway Billboard, during the first two (2) years of this Agreement, Clear Channel
shall pay the City the sum of Twenty Five Thousand and 00/100 Dollars ($25,000.00) for each
LED Changeable copy panel, for a total of Fifty Thousand and 00/100 Dollars ($50,000.00), (the
"Sign Fee") each year. During years three (3) and four (4) of this Agreement, the amount of the
Sign Fee shall increase by two -percent (2%) annually, and for years five (5) through ten (10) of
this Agreement, the Sign Fee shall increase by three percent (3%) annually during the term of this
Agreement. In addition, Clear Channel agrees that it shall not erect, construct, or install any new
commercial advertising signs, including billboards, within the City's municipal boundaries.
6. The term of the Agreement shall be renewed for an additional ten (10) years,
commencing upon the execution of this Amendment by both parties retroactive from and after
January 6, 2020, and terminating on January 6, 2030.
7. That except as amended herein, the City and Clear Channel ratify, approve and
reaffirm the terms of the Agreements, as amended by the First Amendment, and this Second
Amendment, which shall remain in full force and effect.
8. In the event of any conflict or ambiguity by and between the terms and provisions
of the Agreements, the First Amendment, and this Second Amendment, the terms and provisions
of this Second Amendment shall control to the extent of any such conflict or ambiguity.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year first above written, in several counterparts, each of which shall be deemed an original, but all
constituting only one agreement.
Attest:
Ellisa M. Horvath, City Clerk, MMC
(seal)
CITY OF AVENTURA,
a Florida municipal corporation
By: _
Dated
Ron Wasson, as City Manager
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day of
20
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY FOR THE USE AND
RELIANCE BY THE CITY OF AVENTURA
ONLY:
City Attorney
Weiss Serota Helfman
Cole & Berman, P.L.
CLEAR CHANNEL OUTDOOR, INC. ATTEST:
Print Name:
Title:
Print Name:
Title:
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