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HomeMy WebLinkAboutExhibitFOURTH AMENDMENT TO SETTLEMENT AGREEMENT THIS FOURTH AMENDMENT TO SETTLEMENT AGREEMENT (this "Fourth Amendment") is made and entered into as of this day of , 2023, by and between THE CITY OF MIAMI (the "City"), a Florida municipality, and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company and successor -in -interest to Clear Channel Outdoor, Inc., a Delaware corporation ("CCO"). RF.C1TA1N % A. Whereas the City has been empowered by the Florida Legislature, pursuant to Section 70.20, Fla. Stats. (2002) to enter into relocation and reconstruction agreements, on whatever terms are agreeable to the sign owner and the municipality, and to provide for relocation and reconstruction of signs by ordinance. B. Whereas, in conformance with the powers granted to the City by virtue of Section 70.20, Fla. Stats. (2002), the City entered into a Settlement Agreement with CCO dated July 8, 2004 (the "Original Agreement"), as amended by that certain First Amendment to Settlement Agreement, dated September 2, 2009 ("First Amendment"), that certain Second Amendment dated April 19, 2011("Second Amendment"), and that certain Third Amendment dated June 21, 2017 ("Third Amendment"). The First, Second, and Third Amendments, together with the Original Agreement (hereinafter collectively referred to as the "Agreement"), contained relocation and reconstruction provisions. C. Whereas to implement the provisions of Section 70.20, Fla. Stats. (2002), the City and CCO desire to, and by this Fourth Amendment hereby agree to, further amend the terms of the Original Agreement and the First, Second, and Third Amendments as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and CCO agree to amend the Agreement as follows: 1. Incorporation of Recitals. The above recitals are true and correct and are incorporated into and made part of this Fourth Amendment. 2. Extension of Term. Notwithstanding the language in Section 14 of the Original Agreement, the Parties agree to extend the term of the Agreement for ten (10) years after its initial expiration date, subject to the terms and conditions set forth in the Agreement. 3. District 5 LED Poster Initiative. Notwithstanding any language to the contrary in the Agreement, at CCO's option, which it may exercise in its sole and absolute discretion, CCO shall be permitted to erect, install, relocate and/or reconstruct up to ten (10) poster -sized LED sign faces within District 5 of the City (any such face, an "LED Poster Face"). 4. Voluntarily Removal in Connection with Installation. In order to erect, install, relocate, and/or reconstruct the LED Poster Faces within District 5 of the City as contemplated Clear Channel Outdoor, LLC - Fourth Amendment - Page- 1 herein, CCO may, at its sole cost and expense, permanently and voluntarily remove or replace, as the case may be, certain existing static sign inventory within the City subject to the requirements of this section. Specifically, CCO can only erect, install, relocate, and/or reconstruct an LED Poster Face within District 5 of the City if CCO voluntarily removes two (2) static structures for every one (1) LED Poster Face to be erected, installed, relocated, and/or reconstructed within District 5 of the City. Nothing in this Fourth Amendment shall require CCO to install LED Poster Faces within District 5 of the City (and, correspondingly, remove static inventory as contemplated by this paragraph), the decision to do so shall be in the sole discretion of CCO. 5. LED NEA Sign Pam. CCO shall pay to the NEA program an additional annual payment in the amount of $7,500 for years 1 through 5 of this Fourth Amendment, $10,000 for years 6 through 10 of this Fourth Amendment for each LED Poster Face installed under this Fourth Amendment (such amount, an "NEA LED Poster Payment"). The NEA LED Payment shall be adjusted annually, either up or down, based upon the consumer price index for the Metropolitan Miami -Dade area (the "CPI Adjustment"). The CPI Adjustment shall begin on the third anniversary date of the first NEA LED Payment under this Fourth Amendment. The term of this NEA LED Poster Payment shall be from the date of issuance of the related permit for as long as such LED Poster Face remains erected. All NEA LED Poster Payments required by this Fourth Amendment are in addition to those due pursuant to the previous amendments to the Agreement. 6. No Further Amendment. Except as expressly modified by this Fourth Amendment, the Agreement, shall remain unmodified and in full force and effect, and the Parties hereby ratify their respective obligations thereunder. 7. Entire Agreement. The Agreement as expressly modified by this Fourth Amendment, shall constitute the entire agreement among the Parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. 8. Effective Date. This Fourth Amendment shall become effective as of the date it is approved by the Board of Commissioners of the City of Miami and is signed by the City Manager and CCO. 9. Conflicting Terms. -In the event of a conflict between the terms of this Fourth Amendment and those terms contained in the Agreement, the language in this Fourth Amendment shall control. [SIGNATURE PAGE FOLLOWS] Clear Channel Outdoor, LLC - Fourth Amendment - Page- 2 IN WITNESS WHEREOF, the Parties have caused this Fourth Amendment to be executed by their duly authorized representatives as of the date shown above. ATTEST: Corporate Secretary ATTEST: Todd B. Hannon, City Clerk APPROVED AS TO FORM AND CORRECTNESS: CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company Title CITY OF MIAMI, a Florida municipal corporation By: Arthur Noriega V, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director Clear Channel Outdoor, LLC - Fourth Amendment - Page- 3