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HomeMy WebLinkAboutCRA-R-24-0017 BackupOMNI CRASS SUPpLMENTAL AQIEEMENTIQ TIM LICENSE, AGREEMENT BETEN ADRIENNEAIRSHT MbilERIAIIELRICAND. ORANGE pARREL MEW1. IL, G The OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body politic created pursuant to Section 163.356, Florida Statutes ("OMNI CRA") is accessing Adrienne Arsht Center Trust, Inc. a Florida not for profit corporation ("Arsht Center") License Agreement pursuant to the Invitation to Bid for the On Premise Digital Media Program (December 3, 2020) with Orange Barrel Media, LLC ("OBM"), a Delaware limited liability company authorized to conduct business in Florida, attached hereto and incorporated by reference herein (the "Agreement"). This Supplemental Agreement to the Agreement between Arsht Center and OBM includes applicable Omni CRA and City of Miami legal requirements ("Supplement"). The term of the Agreement and this Supplement is from May 1, 2023, to December 31, 2043, with one (1) additional ten (10) year automatic renewal period, extending the Agreement to December 31, 2053. The Agreement is attached hereto as Exhibit "A" and made a part hereof. The effective date of access by the Omni CRA shall be as of May 1, 2023, provided that in no event shalt the Rent applicable to the Supplement commence until the first Sign is installed and capable of hosting advertisements. 1. All references to the "Adrienne Arsht Center Trust, Inc. or Licensor" shall be deleted and replaced with the "Omni Community Redevelopment Agency " or the "Omni CRA" as applicable. 2. All references to "Orange Barrel Media, LLC," "Orange Barrel Media," or "Licensee" shall be the same as references to "Orange Barrel Media, LLC," or "OBM," as applicable. 3. The parties hereto acknowledge and agree that the "Management Agreement" defined in the Agreement is not applicable to this Supplement. 4. The parties further acknowledge and agree that all references to the "Signs" shall be deemed to refer to two (2) 672 sf digital LED screens (having a total square footage of 750 sf each when including embellishments), which Signs shall be installed on the rooftop of the Miami Entertainment Complex located at 50 NW 14th Street, Miami, Florida. 5. The parties further acknowledge and agree that Pelli Clarke Pelli Architects is not involved in the design of the Signs. 6. Section 2. oft( Mies titled "license Term." is hereby deieted_.in its entirety and fsnlaced with added Section 42. titled "Termination" and consisting of the followina language; A. Termination for Cause. The Omni CRA, by and acting through its Executive Director, shall have the right to terminate this Supplement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the Omni CRA shall not be obligated to pay any amounts to OBM for Services rendered by OBM after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the Omni CRA be liable to OBM for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the Omni CRA be liable for any direct, indirect, special, consequential, or incidental damages. 7. Section 4.5 of the Agreement titled "Licensor Sign" is hereby deleted in its entirety and replaced with "Intentionally omitted." 8. jle fvlig ink g lanauacie is hetgb r a&led as Uctlotti .' 6 of the Aor @ment and titled "Contract Documents": In case of any contradictions and/or discrepancies between the parts of the Agreement and this Supplement, precedence shall be given in the following decreasing order: a. This Supplement and its Exhibits; b. The Sections of the Agreement and any Amendments thereto without their exhibits; c. The Exhibits thereto the Agreement; and d. The Invitation to Bid for the On Premise Digital Media Program (December 3, 2020). 9. Section 9. of the Agreement titled "Insurance." is hereby deleted in its fairla.,11111/21glirdidAthIlltaaintillahMariC The Licensee shall obtain and keep in full force and effect, at its sole cost and expense insurance. The following are the minimum required insurance limits and may not be construed or otherwise interpreted to limit or restrict OBM's indemnification obligations pursuant to this Supplement: I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required Omni CRA and City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Schedu led Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000.00 B. Endorsements Required Omni CRA and City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 V. Network Security and Privacy Injury (Cyber Liability) Coverage* *Proof of Ci'ber Liabilit,v Policy due to the Omni CRA and the City of Miami by Julv11, 2023. All other policies must be in effectprior to this Supplemental Agreement taking effect. Each Claim $1,000,000.00 Policy Aggregate $1,000,000.00 Retro Date Included OBM agrees to maintain Professional Liability/Errors & Omissions Coverage, along with Network Security and Privacy Injury ("Cyber Liability") Coverage, if applicable, for a minimum of one (1) year after termination of the Supplement period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the Omni CRA and the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no Tess than "A--" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by City's Risk Management Department prior to insurance approval. 10. Section 10. of the Aareement titled "Indemnification." is hereby deleted in its tir ty and reolac-ed wtth he fo € . Section 10. Indemnification. Subject to Section 11 of the Agreement, OBM shall indemnify, save and hold harmless, and defend (at its own cost and expense), the Omni CRA, the City, its officers, agents, directors, and/or employees and instrumentalities, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attomey's fees, to the extent caused by the negligence, recklessness, negligent act or omission (where there is a duty to act), or intentional wrongful misconduct of OBM and persons employed or utilized by OBM in the performance of this Supplement. OBM shall further indemnify, save and hold harmless, and defend (at its own cost and expense), the Omni CRA, the City, its officers, agents, directors, and/or employees and instrumentalities against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the Services, even if it is alleged that the Omni CRA, the City, its officers, agents, directors, and/or employees and instrumentalities were negligent. In the event that any action or proceeding is brought against the Omni CRA or the City by reason of any such claim or demand, OBM shall, upon written notice from the Omni CRA or the City, resist and defend such action or proceeding by counsel satisfactory to the Omni CRA and the City. OBM expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by OBM shall in no way limit the responsibility to indemnify, save a hold harmless, and defend (at its own cost and expense) the Omni CRA, the City, its officers, agents, director, and/ or employees and instrumentalities as herein provided. The indemnification provided above shall obligate OBM to defend (at its own cost and expense), to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the Omni CRA's or the City's option, for any and all claims of liability and all suits and actions of every name and description which may be brought against the Omni CRA or the City, whether performed by OBM, or persons employed or utilized by OBM. These duties will survive the cancellation or expiration of the Supplement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. OBM shall require all subcontractor agreements include a provision that each subcontractor shall indemnify the Omni CRA and the City in substantially the same language as this Section. OBM agrees and recognizes that the Omni CRA and the City shall not be held liable or responsible for any claims which may result from any actions or omissions of OBM in which the Omni CRA or the City participated either through review or concurrence of OBM's actions. In reviewing, approving, or rejecting any submissions by OBM or other acts of OBM, the Omni CRA nor the City, in no way, assumes or shares any responsibility or liability of OBM or subcontractors under this Supplement. 11. Section 15. of the Agreement titled "Assignment. Sublettina and Licensee Financing." is hereby deleted in its entirety and reolaced with the following OBM's Services are considered specialized and unique. This Supplement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by OBM, in whole or in part, and OBM shall not assign this Supplement or otherwise subcontract the control of its media sales activities to an unaffiliated third -party operator, without the prior written consent of the Executive Director, which may be withheld or conditioned, in the Executive Director's sole discretion. Notwithstanding the foregoing provisions of this Section, in the event that substantially all operations of Tenant are being transferred to (a) another entity by way of merger, consolidation or sale of substantially all of the stock therein or assets thereof, or (b) any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, , the consent of Landlord shall not be required, provided the acquiring entity, if applicable, shall agree to assume and perform all of the duties, and obligations of Tenant hereunder, including, without limitation, the obligations to pay the Rent and other charges provided for under this Lease. 12. fifiglipansillmAgingagnililiziMnsling_EffelltLiatiereh TWattitdra to include the following lanauaae; All obligations (including, but not limited to, indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Supplement that require continued performance, compliance, or effect beyond the expiration or earlier termination of this Supplement shall survive such expiration or earlier termination. 13. Section ?0. of the Agreement titled "No Modifications." Is hereby deleted in Its entirety and reolaceel width the fplizelna 9e: No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. The Executive Director shall have the sole authority to extend, amend, or modify this Supplement on behalf of the Omni CRA. 14. Secyort 22. of jhe Agree,Qiypt, ieO "Notices." is hereby deleted in itsontirety And replaced with thelpil ino lapgupge: Any notice provided for herein shall be in writing and shall be deemed to have been given, delivered or served on such party when: (i) delivered personally to the party who is to receive such notice; (ii) mailed by U.S. registered or certified mail, retum receipt requested, postage prepaid; or (in) sent via local or nationally recognized overnight courier addressed as follows: TO OBM: Orange Barrel Media Attn: Real Estate and Accounting Departments 250 North Hartford Avenue Columbus, OH 43222 Underhill & Hodge LLC Attn: Lesley Armour, Esq. 8000 Walton Parkway Suite 260 New Albany, OH 43054 TO THE OMNI CRA: H. Bert Gonzalez Exec. Director 1401 N. Miami Avenue, 2nd Floor Miami, Florida 33136 Victoria Mendez City of Miami City Attorney 444 S.W. 2ndAvenue, Miami, FL 33130-1910 Ann -Marie Sharpe City of Miami Director Department of Risk Management 444 S.W. 2"d Avenue, 9th Floor Miami, FL 33130-1910 ASharpeOmiam igov.com Annie Perez, CPPO City of Miami Procurement Director 444 S.W. 2110 Avenue. 8.‘' Floor Miami, FL 33130-1910 APerez@ miamioov.com 15. Section 29, of tileAgreement titled "tinptjygbJ Law." is hereby deleted in its egtirety /ndceplaced with the followina lanau5ge; This Supplement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Supplement. 15. Section 30. of the Aareement titled "Counterparts." is hereby deleted in Its entirety and replaced with the folloWrina language, This Supplement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Supplement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Supplement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute anddeliver to the other parties an original signed Supplement upon request. 17. gect1on 32. of the Aareement tided "Confidentieiity." is hellpy deleted HUM entirety and replaced with the folleJna lanauaae titled "Public Record; A. OBM understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Omni CRA agreements, subject to the provisions of Chapter 119, Florida Statutes, as amended, and agrees to allow access by the Omni CRA and the public to all documents subject to disclosure under applicable laws. If OBM fails or refuses to comply with the provisions of this section and such failure or refusal continues uncured for more than 10 days following receipt of written notice thereof from Omni CRA, then Omni CRA shall have the right to elect to terminate this Supplement. Exercise by OBM of its right to dispute a disclosure shall not be deemed to be a failure or refusal to comply with the provisions of this section. OBM shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the Omni CRA to perform this Service; (2) upon request from the Omni CRA's custodian of public records, provide the Omni CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, as amended, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Supplement's term and following completion of the Supplement if OBM does not transfer the records to the Omni CRA; (4) upon completion of the Supplement, transfer, at no cost, to the Omni CRA all public records in possession of the OBM or keep and maintain public records required by the Omni CRA to perform the Service, if OBM transfers all public records to the Omni CRA upon completion of the Supplement, OBM shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if OBM keeps and maintains public records upon completion of the Supplement, OBM shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the Omni CRA, upon request from the Omni CRA's custodian of public records, in a format that is compatible with the information technology systems of the Omni CRA. Notwithstanding the foregoing, OBM shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Supplement. B. Should OBM determine to dispute any public access provision required by Florida Statutes, then OBM shall do so at its own expense and at no cost to the Omni CRA. Omni CRA shall provide OBM with notice of a public records request and ample opportunity for OBM to dispute such disclosure in accordance with the provisions of Florida law, at its own expense and at no cost to Omni CRA. IF OBM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO OBM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE SUPPLEMENT, CONTACT THE OMNI CRA AT (305) 679-6870, VIA EMAIL AT HuGonzalez@miamigov.com, OR REGULAR MAIL AT OMNI CRA OFFICE OF THE EXECUTIVE DIRECTOR, 1401 NORTH MIAMI AVENUE, 2ND FLOOR, MIAMI, FL 33136. 18. Section 34. of the Agreement titled "Third Party Beneficiary," ," is hereby deleted in its entirety and replaced with the following language: No persons other than OBM and the Omni CRA (and their successors and assigns) shall have any rights whatsoever under this Supplement. 19. Section 35 of the Agreement titled "City Ownership of Property" is hereby deleted in its entirety and replaced with "Intentionally omitted." 20. Section 37. of the Aareepept titled "Misc@tlaneous. Ethic, and Conflicts" is hereby added with thy following lanauaaq: Pursuant to City of Miami Code Section 2-611, as amended ('City Code"), regarding conflicts of interest, OBM hereby certifies to the Omni CRA that no individual member of OBM, no employee, and no subconsultants under this Supplement nor any immediate family member of any of the same is also a member of any board, commission, or agency of Omni CRA or the City. OBM hereby represents and warrants to the Omni CRA that throughout the term of this Agreement, OBM, its employees, and its subconsultants will abide by this prohibition of the City Code. 21. Section 311. of the Agreement titled "Dispute Resolution Procedu(e." is hereby added with the followina Ianguaae; OBM understands and agrees that all disputes between OBM and the Omni CRA based upon an alleged violation of the terms of this Supplement by the Omni CRA shall be submitted to the Executive Director for his/her resolution, prior to OBM being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty Five Thousand Dollars ($25,000.00), the Executive Director's decision shall be approved or disapproved, as applicable, by the Omni CRA Board, whose decision shall be final. OBM shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received the Executive Director's written decision, approved or disapproved, as applicable, by the Omni CRA Board if the amount of compensation hereunder exceeds Twenty Five Thousand Dollars ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the Executive Director a detailed statement of the dispute, accompanied by all supporting documentation, one hundred twenty (120) days if the Executive Director's decision is subject to Omni CRA Board approval; or (iii) if the Omni CRA has waived compliance with the procedure set forth in this Section by a written instrument clearly waiving compliance, signed by the Executive Director. In no event may the amount of compensation under this Section exceed the total compensation herein this Supplement. The adherence to this Section is the condition precedent to the institution of any civil action by OBM against the Omni CRA. 22. The Exhibits A, B. and B-1 attached to the Acireement are hereby deleted in their entirety and replaced with Exhibits A, B, and B-1 attached hereto. (SIGNATURE PAGE FOLLOWS) IN WITNESS WHEREOF, the Parties have executed this Supplement, or have caused the same to be executed, as of the date and year first above written. "BMr ORANGE BARREL MEDIA, LLC liability company a i _ conduct business in Florida ATTEST: BY: By: Narne: AA", &et he Title:_ rM',.b Ci c ATTEST: APPROVED AS TO LEGAL FORM AND INSURANCE CORRECTNESS: Name: y ctt, 4V'1I A VI Ct Title: Gin t Executive othhGer "OMNI CRA" Omni CRA, a Florida municipal corporation IL I t'L. is - ! Humberto'Bert' Go Executive APPROVED REQUIREM, B Anne M - rie Sharpe, Director Risk M nagerr ent COMPANY RESOLLIIM petcR'V are WHEREAS, Orance Barrel Media, LLC an -Ohio limited liabilitycompany, desires to enter into a Lime Agreement with the Omni Community Redevelopment Agency ("Omni CRA') for the purpose of performing the Services described in the Supplement to which this resolution is attached; and WHEREAS, the Members have considered the matter in accordance with the operating agreement of the company; NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS that this company is authorized to enter into the Supplement with the Omni CRA, and "t t GGti� flab 4(1et Name), the C E 0 (1'Title), and kAi Wb Bprirlt►tP 2nd Name), the 0 0 0 (2nd Title), are hereby authorized and directed to execute the Supplement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 0 c* day of M a , 2023 ("Orange Barrel Medial A++ Ghio limited liability company. Pt1AWAVt, By: % V �c��-� (Signature of 10 Name above) Name & Title: Ply f; AAhr1 atid, C E 0 (print) By: err (Signature of 2"d Name above) Name & Tide:* A fl' i' Gil {,ir coo (print) Exhibit "A" Property Legal Description 16 yew JERTA NT MOIL 50 NW 1e #7 7 Of LEGAL DESCRIPTION The legal descrription is below. A copy of the legal won and the moat recent deeds of Muster am included in Addenda B. Le Recants): Alice Baldwin Et Al Sub Pb B-87 & Pb 6.43 Ali Blk 4 & Strip Bet Blk 4 Pb 6-43 & Fee Rlw & Strip Bet Lots 1-8 & Lots 9-16 Less Beg 37.53ftw Of Se Cor Lot 9 W144.59ft N1y65.80ft Se157.32it To Pob & Less N10ft Of Bik 1 ForRfw & Less Beg 5ftn Of Se Cor Of Lot 8 Coat N (Ong W 143.68ft S 87 Deg 31597ft SelyAd 83.62ft S 67 Deg E 145.21ftN 87 Deg 187.58ft r To Pob & Beg 109.60iin Of Se Cor Of Lot 8 Th 8 87 Deg W 181k N 02 Dag W 188 S 87 Deg W i 272.83ft N 02 Deg W 16.68ft N 87 Deg E 290.82ft S 02 Deg E 34.68ft To Pob Lot Size 84804 Sq 8 Ft Mt1. E Legal D Wa n Description (Lost un& Deng: e All of Block 4 ofibe Subdivisienoften of Govommum Lot 2, Simko 36, Township S3 Serth, 2 Range 41 Segos surveyedatd Platted by Omega L. McDon C.B., flay Alice Baldwin and others acacrdleg to the Fist *weer recorded in Plat Book W. at pew 57, offs PrtSis Beards W of Dade County, Fkcrrde, sod tit strip of lard lying hansom Blade 4 amid aob&visiao above deed and the rightacvwuy of the Plain& Bad Coast Rairragy C ceng my, Ind also flat I aarlp of lead Wag bent/ ere Leta 1 to tk, ino%udne, ad Lola 9 to 16 &mid Bio kc 4, the said prop being bounded on the Bast by N.W. Miami Caott ioaor+s. Avenue) m the 2 South by Nmiwest 13th► Street (theoaarly Lemon , on :be North by Northwest 146 Street .. (fosmerty Waadddl Street) gad cry the West by the right•ot a de* Florida, Bast CornCornitathwq Company, bring and belle in Miami -Dade County, Flaarlda. Law an wept that ;part of let 9. 1 Block 4. Bs win led Om Subdirhioo, according to Plat recorded in Plat Book A. Par 579 of the Plinio Recede of Dade County, Florida,and that ship of lying between said Block 4 4 of the abovo4tvaibed and the Righief-way of t o Florida. Ban Goan ltalhe y B Company, MCIIC putirsdarty described at Mow f W Begin on the South Line of Lot 9 at a5 point 37.53 Boot, South 117. 46° 36' We km the Southtern corner thereof, thence South 87$ 46' 36" West 94.97 ife, euti add South lire to the 8arahrnaaNt el mama of Lot 9, t South se 30' 26' Wear. 49.62 feet to the tine of Honda Bast Coast ReIhv y Company, theme Northerly 65.80 feet along s41 lady fit* of-wayDue, thence South 67' 5& Ott" sas4 157.32 Stet to Paint of Beitonleg. yam; and Leas Morin bads deaadbe4 in that Warranty Deed, recorded August 29, 19*6 in Offal Records Book 13004, prge 284. The following legal description is for the lot that was owned by the F.D.T.O. It is the adjacent south parcel owned by the State of Florida DOT and it was quit claim deeded to OMNI for parking purpose on 0402212015. f -- DEUTSCHE VALUATIONS 1*1 Resvesmat. AND COMIERcim. Real Estate Appraisals Packet Pg. 41-1 1.2.a 17 MAAS ETERTAINAMENT CENTER., SO PON 14' St. mil FL 33132 Ae Ot AUGlii x per m of land withla o florid' Orapsrtree t of Ira tiers Property acquired as Parcel 117 le F.P. No,. 2316812, by OAS. 17344 it 4414� April b 2011: b the la j / 1M;1oo 34 TOrmddp 53 Seidik 41�et tad deekted in sheet 7 of JiA.T Wit of fr Isis far ILL fD4 Elea �, The CRAWL t Mostly ear a psalm of NeckNeck4, sad Its M1w middle 10 lest alley. of Mgr i, Iwo 41ar dlip sad Creeks !. Oust thobiliklea fonotiad. soeerdlnl lea the plat theme, u needed In part Seek 0. et polo 1ri.lireloof Mei a of WW 1- Awm% dosed new waned by the Cwereiislee se holy T 190s to leak C et ft 374, saw podium of street of the west Ins of said Bird[ 4 eat ssaeted, of the Thilde Oast carnet Iul or+eT RPM eel of the Pablo Records et literal lode Canty, FlerWal the petal of and Waets& bets nears perilculert, dontlitsd as MOW Cisiwaacs eta being She !ss! ter* et the St center of lot 4 as m.saileed slang the oast Woe e4 said rat 114 lie Mack 4: dorm rue M03'111s'w alone the east lies of talc Meet 4 for Meluroa of 1011441 Hit In the relit et eel are hereinafter Miseries wool: Mimics run �, a Ile wed lent s hi sold 42 tow a Ohm* et Wee Fret te the fir! !< MeraadioaWO a Sao Vial 11.00 fret westerly of ►lid penie+f wash the east lane of Bald clock 41 MOMS neat NortriI'W. aim* dm last Ord pentad lee. bra ditonor of MOO Fart to tin Wait of Intae7MWea with a Ilse Wimp Mee feat soutlieefy of sad penile! with the � late, and Rs of an existing believe within said sled: 4; OW* do "W, clang the last *seabed parallel Is. ter s Astoria of 17241 feet te the point of Mbsrsscdlon with a Is lying WOO feet easterly di the pnepMfl Sae art sold Iwrsd 117, as lMMitfld the westerly extension of the southerly tea of told I thence run � sr NZ1i7Yw. along the Fat intersected Ono, Flee s errs ikedi et 14.ie feet to the Met ere kitsrsecdea with the wessaetlt eemaaeles et bee of said *Alen, wldaa0 slide siI Olio* 4: thence rune �9-S, oleos the lest intersected Ina and s0(* Mity tact et pill bWlNlg. her a distance of ZOOM feet le the point of Inewsecgoa with the lest lens of said (Mock 4: Ihanrele relic SSI'WIS E, 'hump tars tress 0tre of said Iaock 4a fora *Ones of 3441 feet lie the Point of iylarkg. Centelnirg an area of WI sewers test„ heron er lase. ASSESSORS PARCEL NUMBERS As per survey, the subject is recognized as Tax Assessor's parcel numbers: 01-3136-009-0420 HISTORY OF TITLE & OWNERSHIP Ownership of the subject is currently vested in the name of Omni Redevelopment District Community Redevelopment Agency with mailing address of 1401 N Miami Avenue, Miami, FL 33136. Omni Redevelopment District Community Redevelopment Agency acquired the subject from School Board OfMiami-Dade County, as Grantor, on February 13, 2011 for 13,100,101 or $34.95 per square foot. The transfer was recorded in O. R. Book 327588 at Page 1942 of the Miami - Dade County public records. A Dopy of the most recent deed is inchuded in the addenda. The lot that was owned by the F.D.T.O. which is the adjacent smith parcel, was quit claim deeded to OMNI for parking purpose on 04/2212015 by the F.D.T.O. The transfer was recorded is O. R Book 29595 at Page 3391 of the Miami Dade County public records. A copy of the most recent deed is also included in the addend According to the public records there has been no recorded transfers of ownership in the last 3 yeas. = DEUTSCHE VALUATIONS REecturnnt AND COMEAcIAL Real Estate Appraisers Packet Pg. 42 1 a E e r L a a 1 PROPERTY OVERVIEW 50 NW 14th Street Miami, FL 33136 PROPERTY INFORMATION pia 0 Owner: Itefof Sire Size of Parcel: Omni R dev&fopmet District Comm/nit)? Redevelopment Agency *1.95 Aa es 2 Packet Pg. 43 di id MI +_ 11110rr1a11rrr111+11r1 ■rplaig+mit 1 • CONCEPTUAL DESIGN VIEW EASTBOUND Exhibit "B-1" Depletion of Premises and Signs 1 L v.`k.rr.,"' l CONCEPTUAL DESIGN (coNT.) VIEW WESTBOUND E..`6aa 13 4" Depletion of Promises and Signs ,111110. CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Humberto Gonzalez DATE: March 15, 2023 Executive Director OMNI CRA FR9111: Annie Perez, CPP9 Director/Chief Procurement Officer Procurement Department SUBJECT: Findings Memo for the accessing of the Adrianne Arsht Center Solicitation for On Premise Digital Media Program G. REFERENCES: Solicitation Documents Background: On December 3, 2020, the Adrienne Arsht Center Trust Inc. ("Adrienne Arsht"), issued an Invitation for Bid to New Tradition Media ("New Tradition"), and Orange Barrel Media, LLC ("Orange Barrel") to obtain proposals from experienced and qualified firms for the provision of On,Premise Digital Media Program (see Exhibits A & B) following the Procurement Policy as stated in the Operating and Management Agreement, which was approved by Board of County Commissioners (see Exhibit C). The Bids were due January 15, 2021, both New Tradition, and Orange Barrel submitted Proposals (see Exhibits D & E). These Proposals were reviewed and evaluated on January 27, 2021, per the Evaluation Results provided by Adrienne Arsht (see Exhibit F). On February17, 2021 Adrienne Arsht sent out letters to New Tradition, and Orange Barrel informing them both of the review and consideration of the proposal and notification to Orange Barrel of formal contract negotiations (see Exhibits G & H). Before an agreement was reached with Orange Barrel, Adrienne Arsht contacted Assistant County Attorney Monica Rizo to address the relationship between Orange Barrel and the potential provision and management of digital media screens around the Arsht Center (see Exhibit I). The License Agreement ("Agreement") between Adrianne Arsht and Orange Barrel was signed September 29, 2021 (see Exhibit J). This agreement requires no capital commitment from Adrianne Arsht and Orange Barrel assumes all the compliance and responsibility. Additionally, pursuant to Section 2 of said Agreement, the Agreement may be terminated if the License fee commencement date does not occur within eighteen (18) months following the effective date of the Agreement. Recommendation: The methods used by Adrienne Arsht mirrors the City of Miami Procurement Code ("Code") Section 18- 86 titled Competitive Negotiations/Competitive Sealed Proposals, and Section 18-111 titled Contracts with other governmental entities. Therefor. , e OMNI CRA may access this Agreement if it is in its best interest. APPROVED: Humberto Gonzalez Executive Director, OMNI CRA AP:ejf IA'"2.L 20 Date c: George K. Wysong III, Division Chief, General Government and Land Use Division, City Attorney's Office Pablo Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Procurement Client#: 53546 ORANGBARR ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 6/26/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder In lieu of such endorsement(s). PRODUCER AssuredPartners of Ohio, LLC 285 Cozzins St Columbus, OH 43215 INSURED Orange Barrel Media, LLC 250 N. Hartford Avenue Columbus, OH 43222 CONTACT• : Dorothy Piehl WC, • No, EMI: 614 224-0772 ta/c, No): 614 224-0732 ADDRESS: Dorothy.Piehl@assuredpartners.com INSURER(S) AFFORDING COVERAGE INSURER A : Citizens Insurance Co of America INSURER B : Hanover Insurance Company INSURER C : Travelers Casualty & Surety Company INSURER D : Allmerica Financial Benefit Insurance INSURER E : INSURER F : NAIC # 31534 22292 19038 41840 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF IN INDICATED. NOTWITHSTANDING ANY REQUIREM CERTIFICATE MAY BE ISSUED OR MAY PERTAIN EXCLUSIONS AND CONDITIONS OF SUCH POLICI LSR T A TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: - POLICY X Tor- LOC OTHER: AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY - HIRED X AUTOS ONLY SURANCE LISTED BELOW HAVE BEEN ISSUED TO ENT, TERM OR CONDITION OF ANY CONTRACT 0 , THE INSURANCE AFFORDED BY THE POLICIES ES LIMITS SHOWN MAY HAVE BEEN REDUCED ADDL INSR SCHEDULED AUTOS NON -OWNED AUTOS ONLY I SUBR WVD POLICY NUMBER Z7WH88136401 AWWH88140801 THE INSURED NAMED ABOVE FOR THE POLICY PERIOD R OTHER DOCUMENT WITH RESPECT TO WHICH THIS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, BY PAID CLAIMS. POLICY EFF (MM/DDJYYYY) 01/01/2023 POLICY EXP (MM/DDIYYYY) LIMITS 01/01/2024 EACH OCCURRENCE $1,000,000 PREMISES (Eao r nce) $1,000,000 01/01/2023 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 01/01/2024 (a aocideno INGLE LIMIT _11,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) A x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE DED X RETENTION $0 U7WH88136601 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N N/A WHWH82705501 OHIO STOP GAP C Professional Liab 107752882 01/01/2023 01/01/2024 EACH OCCURRENCE AGGREGATE $9,000,000 $9,000,000 $ 01/01/2023 01 /01 /20 24 X STATUTE OTH- %I E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $1,000,000 $1,000,000 $1,000,000 01/01/2023 01/01/2024 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Omni Community Redevelopment and C'ty of Miami are included as Additional Insureds. Cyber Liability coverage included for a period of one year after termination. A 30 day written Notice of Cancellation or material changes is included for above policies. Professional Liability $1 000,000 Retro Dates from 9/27/2011 to 06/29/2021 and $3,000,000 Retro Dates 06/27/2021 to current. CERTIFICATE HOLDER CANCELLATION Omni Community Redevelopment Agency / CRA 1401 N Miami Ave 2nd Floor Miami, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 1 #S523694/M153926 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD JMCGR Client#: 53546 ORANGBARR ACORD,a CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 06/26/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Dorothy Piehl AssuredPartners of Ohio, LLC PHONE 614 224-0772 FAX 614 224-0732 /NC, No, Est): , (AIC, No): 285 Cozzins St E-MAIL ss: Dorothy.Piehl@assuredpartners.com Columbus, OH 43215 INSURER(S) AFFORDING COVERAGE NAIC # INSURED Orange Barrel Media, LLC 250 N. Hartford Avenue Columbus, OH 43222 INSURER A : Citizens Insurance Co of America 31534 INSURER B : Hanover Insurance Company INSURER C : Travelers Casualty & Surety Company INSURER D : Allmerica Financial Benefit Insurance INSURER E : INSURER F : 22292 19038 41840 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUBR! f POLICY EFF I POLICY EXP LIMITS TYPE OF INSURANCE INSR WVD POLICY NUMBER ;MM/DD"'rYvD/ 1 fh1M/DYYYY) LTR A x COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X GEN'L AGGREGATE LIMIT APPLIES PER: O- POLICY 51 TOT LOC OTHER: AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY HIRED X AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Z7WH88136401 b1/01/2023 01/01/2024 EACH OCCURRENCE P MISES (Ea occu once) AW WH88140801 01/01/2023 X UMBRELLA LIAR EXCESS LIAB DED X OCCUR CLAIMS -MADE RETENTION $0 B WORKERS COMPENSATION AND EMPLOYERS' UABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below C Professional Liab N NIA U7WH88136601 WHWH82705501 OHIO STOP GAP 107752882 MED EXP (Any one person) PERSONAL & ADV INJURY $1,000,000 $1,000,000 $10,000 $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 01/01/2024 COMaccidBINEDent( SINGLE LIMIT jEa BODILY INJURY (Per person) 01,000,000 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident] 01/01/2023 01/01/2023 01/01/2024 EACH OCCURRENCE AGGREGATE 01/01/2024 X PER STATUTE OTH- ER $9,000,000 $9,000,000 E.L. EACH ACCIDENT I $1,000,000 E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $1,000,000 $1,000,000 01/01/2023 01/01/2024 3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as an Additional Insureds. Cyber Liability coverage included for a period of one year after termination. A 30 day written Notice of Cancellation or material changes is included for above policies. Professional Liability $1,000,000 Retro Dates from 9/27/2011 to 06/29/2021 and $3,000,000 Retro Dates 06/27/2021 to current. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 1 #S523692/M153926 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD JMCGR