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RESOLUTION APPROVING AWARD OF LICENSE AGREEMENT FOR THE AIRPORT NETWORK MEDIA PROGRAMMING SERVICES, RFP NO. MDAD-02-14 TO AC HOLDINGS, INC., WITH MINIMUM ANNUAL GUARANTEE OF $150,000.00 AS MAY BE ADJUSTED ANNTUALLY TO ENSURE THAT THE GUARANTEE TO MIAMI INTERNATIONAL AIRPORT IS AT PAR WITH OTHER SIMILARLY-TIERED ELIGIBLE AIRPORTS, AND FOR A TERM OF EIGHT YEARS, WITH ONE TWO YEAR OPTION TO RENEW; AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE THE AGREEMENT AND TO EXERCISE ALL PROVISIONS CONTAINED THEREIN, INCLUDING RENEWAL AND TERMINATION PROVISIONS

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WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board hereby approves the award of the License Agreement for Airport Network Media Programming Services, RFP No. MDAD-02-14, between Miami-Dade County and AC Holdings, Inc., in substantially the form attached hereto and made a part hereof, with a Minimum Annual Guarantee (MAG) of $150,000.00, to be adjusted annually to ensure that the MAG is at par with payments to similarly tiered eligible airports, and for a term of eight years, with one two-year option to renew, all as more particularly set forth in the attached memorandum; and authorizing the County Mayor or County Mayor�s designee to execute the Agreement, for and on behalf of the County, and to exercise all provisions therein, including the renewal and termination provisions.

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Date:

To: Honorable Chairman Jean Monestime
and Members, Board of County Commissioners
From: Carlos A. Gimenez
Mayor
Subject: Award Recommendation for Airport Network Media Programming Services RFP No. MDAD-02-14

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners (Board) approve the award of a License Agreement for Airport Network Media Programming Services to AC Holdings, Inc. (ACH) and authorize the County Mayor or the County Mayor�s designee to execute the Agreement in substantially the form attached hereto, with the Exhibits on file with the Clerk of the Board.

Scope
Miami International Airport (MIA) is located primarily within District 6, which is represented by Commissioner Rebeca Sosa; however, the impact of this agenda item is countywide as MIA is a regional asset.

Delegated Authority
In accordance with Miami-Dade County Code Section 2-8-3 related to identifying delegation of Board authority contained within the Agreement, the Miami-Dade Aviation Department (MDAD) Director or the Director�s designee has the authority to exercise the renewal options and to terminate the Agreement.

Fiscal Impact/Funding Source
ACH will pay to MDAD the greater of a Minimum Annual Guarantee (MAG) of $150,000.00 or 50 percent of the net local advertising revenue sold exclusively by the company for airing exclusively at the Airport, and not by third parties or MDAD. Finally, for any ads displayed as part of a national campaign, ACH will pay to MDAD a percentage of net revenues not to exceed 15 percent, calculated by the percentage of the size of the viewing audience at the Airport, as compared to the total viewing audience at the company�s eligible airports. Eligible airports are those contracting with ACH that receive a portion of net revenues.

Track Record/Monitor
ACH has performed in a satisfactory manner on the existing contract.� MDAD�s Chief of Telecommunications, Pedro Garcia, will monitor the contract.�

Due Diligence
Pursuant to Resolution No. R-187-12, due diligence was conducted to determine the responsibility of ACH, including verifying corporate status and that there are no performance or compliance issues. The lists reviewed include: convicted vendors, debarred vendors, delinquent contractors, suspended vendors, and federal-excluded parties. There were no adverse findings relating to the responsibility of ACH.

Background
A Request for Proposals was advertised on March 26, 2015 for an operator to provide, install, maintain, manage and operate first-class Airport Network Media Programming Services throughout MIA.

While MDAD owns the infrastructure distribution system that provides the power and connectivity to distribute programming throughout the Airport, ACH will be responsible for the electrical/cable outlets outward to the display equipment, which includes screens, monitors, speakers, brackets, wall mounts, and any related components necessary to provide the services. Those services include provision of professionally produced news, information and entertainment television programming, and the ability to interrupt a program to broadcast �live� breaking news or special events.

MDAD will be provided with up to six (6), one-minute segments per hour, which may be used as two (2) 30-second spots, per day free of charge. MDAD may use that airtime to promote the local area, concessions or services at the Airport or in the County for public service announcements or to sell to advertisers.

The Selection Committee met and reviewed the one (1) proposal submitted by ACH on September 17, 2015. The committee members found the firm responsible and having met the minimum qualifications. Clear Channel had expressed interest but neglected to submit a proposal. The $150,000.00 MAG submitted by ACH was read aloud and, after discussion by the Committee, determined to be acceptable.

PROJECT: Airport Network Media Programming Services

PROJECT NO.: RFP No. MDAD-02-14

PROJECT LOCATION: Miami International Airport

COMPANY NAME: AC Holdings, Inc.

TERM OF AGREEMENT: Eight (8) years

OPTION(S) TO RENEW: One (1), two-year extension

CONTRACT MEASURES: Voluntary Airport Concession Disadvantaged Business Enterprise (ACDBE) Goal. AC Holdings, Inc. elected not to participate.

COMPANY PRINCIPALS: Deborah L. Cooper, President

GENDER, ETHNICITY &
OWNERSHIP BREAKDOWN: AC Holdings, Inc. is a wholly owned subsidiary of Turner Private Networks, Inc.

COMPANY LOCATION: One CNN Center, SE07
Atlanta, GA 30303-2762

HOW LONG IN BUSINESS: 25 years

PREVIOUS AGREEMENTS
WITH THE COUNTY WITHIN
THE PAST FIVE (5) YEARS:Current

INSPECTOR GENERAL: Provisions included

USING DEPARTMENT: Miami-Dade Aviation Department


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Jack Osterholt, Deputy Mayor