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HomeMy WebLinkAboutCC Appeal Letter & Supporting DocumentsTEW • CARDENAS LLP A T T O R N E Y S A T L A W MIAMI • TALLAHASSEE • 'WASHINGTON DC A HAND A I.,. Q UI RKE bF'II rl:l° lil R:c T l.,Iti1: 305.5.36.8216 E-htut;: AQ(1 temlhiwxum February 19, 2009 Ms. Teresita Fernandez City of Miami Clerk of the Hearing Boards 444 S,W. 2nd Avenue Miami, Florida 33130-1910 FOUR SEASONS TOWER 15TH FLOOR F;":'j 1441 BRICKELLAVENUE 1 1 MIAMI, FLORIDA 33131-3407 T 305.536.1112 "I .E. F 305.536.1116 J LA.. �.=ay WWW.TEWLAW.COM 83, t Mu;:r Re: NOTICE OF APPEAL - Building Permit Application for Construction of Billboard at 1700 SW 3`d Ave. Dear Ms. Fernandez: Please consider this as a notice of appeal of the zoning board's decision upholding the denial of a building permit for a sign located at 1700 SW 3rd Ave. ("the Sevennine Sign"). On November 6, 2008, Outlook Media of South Florida LLC ("Outlook") submitted an application for a building permit for the Sevennine Sign (attached as Exhibit A). On November 14, 2008, Outlook filed a petition for writ of mandamus ("the Petition"), requesting an order directing the City to process and issue a building permit for the Sevennine Sign. The zoning achuinistrator, Lourdes Slazyk, issued a letter denying the building permit for the Sevennine Sign on December 8, 2008 (the "December 8 Letter," attached as Exhibit B). Outlook appealed the zoning administrator's determination to the zoning board. On February 9, 2009, the zoning board denied the appeal (copy of Resolution attached as Exhibit C). This is a notice of appeal of the zoning board decision, in accordance with Article 20 of the City of Miami Zoning Code. In the December 8 Letter, the zoning administrator cited the lack of evidence of the following items as reasons for denial of the building permit: 1. CBS consent to, approval of, or joinder, in the application for the Sevennine a„, 5 Sign; 4 2. Assignment of rights in the CBS Settlement Agreement to Outlook approved by the City Commission; 3. FDOT permit for the Sevemiine Sign; 4. Satisfaction of the sign removal requirement; to 5. Payment of the permit fees. ;a Ms. Teresita Fernandez February 19, 2009 Page 2 of 7 None of these reasons are a basis for the denial, because Outlook has clearly met all of the requirements for issuance of the building permit, including those cited by the City in the December 8 Letter. In fact, the City has previously approved the location of the Sevennine Sign, and certified that the Sevennine Sign "is in compliance with all duly adopted Iocal ordinances and has been or will be issued the necessary permits." Thus, the building permit should be issued immediately, in accordance with the City's previous certification, and for the following reasons. CBS has consented to the application for the Sevennine Sign On or about May 1, 2008, CBS and Outlook entered into a Letter of Understanding (attached as Exhibit D), which set forth the terns and conditions for the assignment of Amended Permits to Outlook. In accordance with the Letter of Understanding, CBS transmitted a May 2, 2008 letter to the City of Miami authorizing Outlook to file applications for outdoor advertising permits. A. The May 2, 2008 letter is CBS authorization for the Sevennine Sign In the December 8 Letter, the City cites a May 2, 2008 letter from CBS to the City of Miami which states that "CBS Outdoor, Inc. consents to Outlook Media of South Florida, LLC filing Applications for Outdoor Advertising Permits with the Florida Department of Transportation on our behalf." See Exhibit E. Based on this letter, the City signed the FDOT form 575-070-04 for the Sevennine application, certifying that "is in compliance with all duly adopted local ordinances and has been or will be issued the necessary permits." See Exhibit A. Thus, the City previously recognized CBS' consent to the Severmine Application. At the zoning board hearing on February 9, 2009, the City attempted to argue that CBS only authorized Outlook to file FDOT forms for outdoor advertising signs, but not building permit applications. This argument must fail because an FDOT permit and a building permit are inextricably intertwined- the City signature on the FDOT form is approval of the LOCATION of the sign, and the building permit is approval of the STRUCTURE. The City admitted on the record at the February 9, 2009 zoning board hearing that since CBS is not the lessee or property owner of the Sevennine location, the City could not issue a building permit to CBS for the Sevemune Sign. Therefore, Outlook has to be the applicant on the FDOT form and the building permit application because an ownership or other interest in a property is required for both applications. Since the FDOT and building permits are inextricably intertwined, the authorization to file FDOT forms for the location is necessarily authorization to file building permit applications for the structure- the permits cannot be separated, The City cannot claim that it would approve the location for the sign for Outlook, but would only TEw CAIZDENAs LLP Four seasons Tower, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 Ms. Teresita Fernandez February 19, 2009 Page 3 of 7 approve the structure for CBS. Therefore, the May 2, 2008 letter is clearly evidence of CBS consent to the FDOT and building permits for the Sevennine Sign, as previously recognized by the City. B. The City certified that the Sevennine Sign "is in compliance with all duly adopted local ordinances and has been or will be issued the necessary permits" The City asserts that Outlook is not entitled to a building permit for Sevennine because Section 10.4.5 of the City code states that no new outdoor advertising signs shall be issued, except pursuant to a Settlement Agreement authorized by Resolution. However, on June 26, 2008, the City certified that the Sevennine Sign "is in compliance with all duly adopted local ordinances," including Section 10.4.5, The City recognized CBS consent to the Sevennine Application. Thus, the City cannot now assert that there is no evidence of CBS consent to the building permit application, because the City recognized the consent in approving the location of the Sevennine Sign. As discussed above, the FDOT permit and the building permit are inextricably intertwined, and consent to the FDOT application is necessarily consent to the building permit application. Therefore, there is undeniably evidence of CBS consent to the Sevennine application, as previously recognized by the City. C. CBS affirmed their consent in a letter dated October 24, 2008 CBS Outdoor sent a letter on October 24, 2008 (attached as Exhibit F), listing Sevennine as a CBS location pending resolution of State issues, This is further affirmation of CBS consent to the Severmine application. Therefore, there is evidence of CBS consent in the May 2, 2008 letter, which has been affirmed by CBS in the October 24 letter to the City of Miami. Thus, there is evidence of CBS consent and this is not a proper basis for denial of the building permit. City Commission Approval is not required for Assignment of an Amended Permit A. City Commission Approval is only required for an assignment of "all of the rights and obligations of CBS under this Agreement"- NOT for an assignment of an Amended Permit In the December 8 Letter, the City cites Section 19(f) of the CBS Settlement Agreement to assert that CBS has not assigned any rights under the CBS Settlement Agreement to Outlook. Section 19(f) states that an assignn-lent will not be valid unless (1) the assignee shall execute an Agreement to be bound by the terms and conditions of this Agreement and to accept all of the rights and obligations of CBS under this Agreement; and (2) the assignment is approved in writing by the City Commission... TEW CARDENAs LLP Four seasons Tower, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 Ms. Teresita Fernandez February 19, 2009 Page 4 of 7 An `assignment' has been defined as a contract to transfer a complete and present interest in property or some other right. Florida Power & Light Co. v. Road Rock, Inc., 920 So.2d 201 (Fla. 4" DCA 2006). In FPL v. Road Rock, the court found that the assignment of rights required the written consent of the other party. However, the language in that agreement was unequivocal- "[n]either this contract nor any interest herein shall be assignable by either party without the written consent of the other," Id. (emphasis supplied). On the contrary, the CBS Settlement Agreement requires City Commission approval for any assignment in which the assignee accepts "all of the rights and obligations of CBS under this Agreement." Therefore, since the assignment of rights was only an assignment of some rights under the CBS Settlement Agreement, and was not a complete assignment of "all of the rights and obligations of CBS under this Agreement," City Commission approval is not required. B. The partial assignment of rights to Outlook was ratified by the City The City signed FDOT Form 575-070-04, which is a ratification of the partial assignment of rights to Outlook under the CBS Settlement Agreement. The City took notice of the assignment, with the May 2, 2008 letter and the Sevennine Agreement. Thereafter, the City signed the FDOT form for Sevennine, which was a ratification of the partial assignment of rights. The City admitted at the zoning board hearing that an FDOT form would not be approved for an entity without a settlement agreement. Thus, the approval of the FDOT form for Sevennine is necessarily a ratification of the assignment, and recognition of rights pursuant to the CBS Settlement Agreement. Based on the ratification, the City cannot now claim that the assignment was invalid. C. The City is estopped from asserting that the assignment of rights to Outlook requires City Commission approval The first time that the City asserted that assiguuxlent of rights to Outlook required City Commission approval was the December 8 Letter denying the building pennit for the Sevennine Sign. In fact, the City recognizes the May 2, 2008 letter from CBS as authorization for Outlook to submit FDOT applications for outdoor advertising signs. The City never asserted that this May 2, 2008 authorization required any City Commission approval. In fact, the City signed the local govenunent permission section of FDOT Farm 575-050-04 on June 26, 2008, certifying that the outdoor advertising sign is "in compliance with all duly adopted local ordinances and has been or will be issued the necessary permits." TEw CARDFNAs LLP Four seasons Tower, 15th Floor, 1441 Drickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 Ms. Teresita Fernandez February 19, 2009 Page 5 of 7 The City acknowledged that the reason the City signed the FDOT form 575-070- 04 for Sevennine was because Outlook had authorization from CBS. The City stated on the record that an FDOT form would not be accepted from any entity- it had to be an entity with a settlement agreement or that was otherwise authorized to file forms in accordance with one of the settlement agreements. Thus, the City recognizes that the May 2, 2008 authorization was an assignment of rights, but the City did not require City Commission approval prior to approving the location of the Sevennine Sign. At the zoning board hearing on February 9, 2009, the City attempted to argue that CBS only authorized Outlook to file FDOT forms for outdoor advertising signs, which authorization was not an assignment of rights. However, this argument must fail because as previously discussed, the FDOT and building permits are inseparable. The City had to recognize an assignment in order to approve the location of the Sevennine Sign- the City cannot assert that City Commission approval is required for the structure (the building permit), but not for the location of the sign (the FDOT form). The approval of the location requires the recognition of the assignment of rights under the CBS Settlement Agreement, and the City is estopped from now asserting that approval of the structure is an assignment which requires City Commission approval. Outlook relied on the City's signature on the FDOT form 575-070-04, and incurred significant expenses incurred in securing a permittable location for the sign, as well as expenses incurred in an administrative hearing in pursuit of the FDOT permit for Sevennine Sign. Therefore, the City is estopped from now claiming that the City Commission must approve the assignment of the Amended Permit. An FDOT Permit is Not a Prerequisite to the Issuance of a Building Permit There is no requirement in the City of Miami code, or the CBS settlement agreement, that proof of an FDOT permit is required as a prerequisite to the issuance of a building permit for an outdoor advertising sign. It is acknowledged that both a permit from the City and FDOT is required for the construction of an outdoor advertising sign. However, the issuance of the FDOT permit is not a prerequisite to the issuance of a building permit. In fact, FDOT accepts a building pen -nit for an outdoor advertising sign as evidence of local government permission, Thus, neither is a prerequisite to the other. The Sevennine Sign application has been complete and pending approval contingent upon the resolution of the administrative appeal for the sign proposed at 299 SW 17i1' Rd. (See Letter frond FDOT dated July 3, 2008, attached as Exhibit E). FDOT issued a Final Order denying the conflicting permit on January 22, 2009 (attached as Exhibit G). Although this Final Order has been appealed to the First DCA, case law is abundantly clear that "[a] party cannot raise issues on appeal that were not properly excepted to or challenged before an administrative body." See Cornm'n on Ethics v. Barker, 677 So.2d 254, 256 (F1a.1996); Couch v. TFw CARDENAS LLP Four seasons Tower, 15th Floor, 1441 Drickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 Ms. Teresita Fernandez February 19, 2009 Page 6 of 7 Comm'n on Ethics, 617 So.2d 1119, 1124 (Fla. 5th DCA 1993); Kantor a Sch. Bd. of Monroe County, 648 So.2d 1266 (Fla. 3d DCA 1995); Henderson v. Department of Health, Bd. of Nursing, 954 So.2d 77 (Fla. 5" DCA 2007). Therefore, Outlook is confident that the appeal will be summarily dismissed, which will allow the processing of the FDOT application for the Sevennine Sign. Most importantly, although an FDOT permit will be required prior to construction of the Sevennine Sign, the FDOT permit is not a prerequisite to the issuance of a building permit by the City of Miami. Therefore, the pending FDOT permit is not a basis for the denial of a building permit for the Sevem-line Sign. Compliance with all requirements- Sign Removal and Permit Fees At the zoning board hearing on February 9, 2009, the zoning administrator admitted on the record that (1) the sigh removal requirement is a prerequisite to the construction of the outdoor advertising sign- NOT the issuance of a building permit; and (2) permit fees are not due until the of issuance of the building permit. Section 4 of the CBS Settlement Agreement requires that any signs removed in exchange for an Amended Permit must be removed prior to construction of the new outdoor advertising sign. There is no requirement, in the City of Miami ordinances or the CBS Settlement Agreement, that signs must be removed prior to issuance of the building permit. The zoning administrator conceded this point on the record at the zoning board hearing on February 9, 2009. The fact that the pennit fees have not been paid as of this date is not a basis for denial of the building permit. There is no requirement, in the City of Miami ordinances or the CBS Settlement Agreement, that permit fees must be paid at the time of application for a building permit. The zoning administrator also conceded this point on the record at the zoning board hearing on February 9, 2009- permit fees are not due until the issuance of the building permit. Proffered Conditions In order to obviate any doubts as to Outlook's entitlement to the building pen -nit application, Outlook is willing to affirm the following conditions: 1. Outlook agrees to travel under the CBS Settlement Agreement, and will assign the lease, FDOT permit, and building permit for the Sevennine Sign to CBS. 2. Outlook stipulates the Sevennine Sign will not be an LED. 3. Outlook will obtain an FDOT permit prior to construction of the outdoor advertising sign. TEW CAM NAs LLP Four seasons Tower, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 Ms. Teresita Fernandez February 19, 2409 Page 7 of 7 For the aforementioned reasons, Outlook has clearly met all prerequisites for the issuance of a building permit for the Sevennine Sign, as asserted in the Petition, In accordance with Section 2001 of the City Zoning Code, any aggrieved party may request review of the decision of the zoning board. Since Outlook is the applicant for the building permit in dispute, Outlook is undeniably an aggrieved party of the denial of the Sevennine building permit, and has standing to appeal this decision. Therefore, pursuant to Section 2001 et seq. of the Zoning Code, Outlook has submitted this request for review of the zoning board decision, to preserve any rights, arguments, or remedies related to the denial of the application for a building permit for the Sevennine Sign by the zoning administrator. Sincerely, Amanda L. Quirke Enclosures cc: Santiago D. Echemendia TEW CARDFNAs LLP Four Seasons Tower, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 I,1 City of Miami t Building Department 4 Permit Application ,''• { f`O `�4 Process #: 01600 f 136 Total Due Permit #: Job Location - . - . ' Owner Lessee Information' Folio Number. .t- I S5 � to ! 090 Owner: S S j tr r.1� Job Address: t z W a Zip. 'y'3 0. Owner's Address: 1 SW 1Za M I -Z31 Le al Address: 1 5 Phone: A E h4ail; F,, A 1.1 it No: Lessee: O,rri.pe-,t, M N. Commercial ❑ itesidential ❑ D Ron Lessee Address: '.'d -q 9 , ),) 1 itw q, 5 ❑ Owner ❑ Contractor EdLessee Phone: 4-07,3r.3. 1';.11'a E -Mail: :.":"r -:` Contractorinformation _ GerieralIoformativri Contractor's License/Registration No: +r l 4 $ c7 Pro osed Use of Building: Contractor's Social Netur#y Number: L- %S e Current Use: rnC v1 - L t Ul Oualifeer'sNnme: g0 L. -Cl 1C JobDescri tion: v1.s5T�2r�CC��nl �; �t3eFCR7 company's Name: V,24 1LL K rJC 'G>+v -rj c. New Construction Total Cost? 2cycU 0=-O Address: t l irin 1:1 t,j TZ , New Construction Sq. Ft: }'341y Lineal Ft: Chi,: Miyh& State: EL. Zip- 5 Remodeling Total Cost: Phone: Remodeling Sq. Ft: Lineal Ft: E -Mail: fjaUnits:ZJA Floors: Y Height:V� Gallons: If this is related to another permit, you must provide: Master Permit Number: Plan No: "' Threshold Ins ectar =: Bonding Coin an =`. Name: Name: WA Address: Address: Ph one: Phone: 5 PermitType ^ Engineer/Architect Information OBuilding ❑ Plumbing Engineer's Name: r,;=, ei p ❑ MechanicaVAC ❑ Plumbing/Gas Address: l lbln\3 L ❑Electrical ❑ Doting Phone: -312 1)r -k9. 12C4 E -Mail: NP ❑ Landscaping Sign Architect's Name: -�r-A ❑ Electrical ❑ Roofing Address: ❑ Fire ❑ Mechanical Elevator Phone: E -Mail: -- Change to Esistln Permit .: Building Permit only.-. hange o€ Contractor (CR) [IChange of Qualifier (CQ) ERe-certificationol'Phins(RC) ElPlans revision (R17) Permit (CP) ew Construction ❑ Addition ❑ General Repair/Remodeling ❑ Misc. Buildingompletion ❑ Change of Occupancy ❑ Demolition ❑ Change of ttse aq � aU3 dsz�F�t,>n I understand that separate permits must be obtained for other items (i.e. electrical, plumbing, roofing, etc.), unless specifically covered by this permit. In signing this application, I am responsible for the supervision and completion of the construction in accordance with the plans and specifications and for compliance with all federal, state, and county laws applicable. Owner's Affidavit; I certify that all the forgoing information is correct, Owner Certifies that the aforementioned Contractor has the authorization to perform the work as specified above. Lessee's Affidavit; Lessee certifies that he has full consent and authorization from owner of subject property to perform the above- mentioned work and to hire above captioned contractor. I have read the information contained in this permit and understand that any misrepresentation may constitutes fraud and could void the permit. Sip a CCa til CC :It 11 c tat- D( �IIO'Ta fii truce df ualifier J Print aitTi 'cF FLv Expires 0-(;w120 I,. Print Name S - �' - State of F unty i- d State of Florida, County of Mrimm=�}e r Sw to and sub r, c fore e is Sworn to and subscribed before m t�iis ay of ) i*/ 20&tA Day of fist L 20 (SEA) (SEA[ ) Person ersonally known or Produced Ident�ficatiType �-i� £Identification oduced L _ ��'�" Type of Identification produced FOR BUTWING DEPARTMENT USE ONLY Job Code: i f; j `l Ctrfiiricetes Required: ,PISRS, No. pi'Sheets:. .� f o C.O. ri C.0 o No Tracking required.' 1 w Application Received by:. Date: f ' PeriniAuthorized by; Date Rev 2102 Miami -Dade my Horne My Horne Show Me: Properly information_; Search By: k Selectltem-'Vi 0 Text qr,R PrOO rtLApTrraiser Tax Estimator Summary Details: olio No.: 11ti36-D.01-2070_ Prooerty: 11700SW3AVE ailingEVENNINE LLC tidress: 31 SW 19 RD MIAMI FL 3129- Pmrvewhr Wnrmation: _ "c- - -- — I M_iAMFE q > r ° Digltal Orthophotography - 2007 D 117 ft Sale information: ale OIR: 6461-1880 i� Rome, I �ropvLm intoimas on I Pr4pe_rty_E axes_ Orn - tale Date: 11!2007 I div Neighharhaod I FnOP-Prt -APPraiser ale Amount: 2,000,000 h{ute I L�sing._Ogr Site [ AbGut I Phone die@ctoq, [Privr4y { G?isclFms?' Assewment Information: Addiilonal Information: inity Development i7lstrict inity Redevelopment Area rerment Zone he Zone Ise Development Boundary if you experience technical difficuitles with the Property Information application, or wish to send us your comments, questions or suggestions please email us at 1�Vel}_maste€, Web Site O 2002 M[ami-Dade County, Ali rights reserved, IN W4 5 h ti)://Risims2.miarni.dade.gov/tnyhorne/propmap.asp 6/2012008 140 RESTRICTED rimary Zane: COMMERCIAL LUC: 015 ENTERTAINMENT edslBaths: to ioors: 1 ving Units: d S Foote e' 287. at Size: i 1,746 S4 FT ear Bultt 1986 HOLLEMAN PARK PS 8- 3 SELY90FT OF LOT 8 BEG SW COR OF LOT Legal BLK 14 HOLLEMAN ascription: PARK NW l3DFT W54FT SE130FT NE54FTTO POB I M_iAMFE q > r ° Digltal Orthophotography - 2007 D 117 ft Sale information: ale OIR: 6461-1880 i� Rome, I �ropvLm intoimas on I Pr4pe_rty_E axes_ Orn - tale Date: 11!2007 I div Neighharhaod I FnOP-Prt -APPraiser ale Amount: 2,000,000 h{ute I L�sing._Ogr Site [ AbGut I Phone die@ctoq, [Privr4y { G?isclFms?' Assewment Information: Addiilonal Information: inity Development i7lstrict inity Redevelopment Area rerment Zone he Zone Ise Development Boundary if you experience technical difficuitles with the Property Information application, or wish to send us your comments, questions or suggestions please email us at 1�Vel}_maste€, Web Site O 2002 M[ami-Dade County, Ali rights reserved, IN W4 5 h ti)://Risims2.miarni.dade.gov/tnyhorne/propmap.asp 6/2012008 FLORIDA DEPARTMENT OF TRANSPORTATION at �Fl RE: Application for outdoor advertising sign permit , A Y r' r"i 08 To be completed by applicant: Name of Applicant or Company: __C Sign is: ❑ existing )M proposed County: ) Municipality, if applicable: - Highway Name & Number. r - 9 5 Sign location description: , *7 00 97D 3 Ave . /A"rQx 125 c)f 1-95 Section: _1� Township: ^ 5 L4 S _ Range:- ParcellD##: 01-413$-001-2070 - To be completed by appropriate zoning official: Designation of parcel on the Future Land Use Map: The allowable land uses under this design,,bon are (list ali): 1,,n io 0,111 Current zoning of parcel (from Land Development Regulations): C=am Tha allowable land uses under this desig ation ar (list all): iii I x Cy` NOTE: Copies of the applicable pages of the land use documents may be submitted in lieu of listing all allowable use: above. Is location within city limits: Yes ❑ No If yes, name of city: —M-La—Q21— -- Please proviiae the name and telephone number of the person the Department may contact if additional information is required: Name: L" r'� Telephone #:��- I certify thal if7e above Information reflects the designation of the parcel as it is shown on the current comprehensive plan adopted pursuantto chapter 163, Florida Statutes, and that I am authorized to sign this form on behalf of the countvlmunidpality named above: / Sign /turaSign tura a Government Official Date IL i7 v �-5 r` j Z J�7 r IT 4 r7a rr? 1,5 575-07"4 RIGKI OF WAY oGc-d WW P6ntsd Name and I lue NOTE: Fomi must be completed not more than six (6) months prior to receipt of the completed outdoor advertising pE rr crit application by the Department. Local Government Permission: Please complete the items below. You may submit another form of written stateme7t indicating th.atthe.sign complies Wth all local governmental requirements, For a proposer[ sign location, a copy of the building permit issued by the local government may be submitted. The outdoor advertising sign identified in this application: is in compliance with all duly adopted local ordinances and has been or will ordinances, 'sssued the necessary perm is :s not in compliance with local ordinances, but is legally existing as a non -conforming sign. His not In compliance with local ordinances and is/would be considered to be an illegally maintained structure. I certify that I represent the governmental ontity within whose Jurisdlctlon the sign described herein is }orated and that Ji 3 rtrm-n-rAmatlort, reflected in this section i,� made under my delegated authority, Si not f Local Gover7�z t officiat Date / Printed Name and Title NOTE: Form must be completed not more than six (6) months prior to receipt of the completed outdoor advertising pen alk. application by the Department, Lease No:: . OUTLOOK MEDIA OF SOUTHFLORIDA, LLC GROUND LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is made -and entered into this J . day of May, 2008, by and between. SEYENNINE LLC, whose address is 331 SW 19, Road WatnL FL 33129"(referred to herein as "Lessor''), and OUTLOOK MEDIA OF SOUTH FLORIDA, LLC, 2295 South Hiawassee Road, Suite 203,TVTrido;Tlorida 32835•[referred to herein as "Lessee"). In consideration of the mutual covenants and representations heroin -contained, Lxssor and T essee. eglue as'foliows; Pescription of Property: In consideration of the lefif pfovided for 11; this Lease,. Lessor leases to Lessee real property belonging to Lessor located a 1700 3 Ammue,,in the City of Miami , County of Miami -Dade, State of Florida, and more particularly described as -follows, (referred to herein as the "Property"): parcel ldentiAcation ;number 01-4138-001-2070, or legal description attached hereto Exhibit A and made a part hereof. Use of Property: Lessee shall use the Property for the .purpose of erecting, operating, repairing, maintaining..improving, modifying and removing one (1) illuminated outdoor adverdsing-sigri (referned10 herein as "adveidsing display"). Lessor hereby grants to Lessee, any agent of Lessee,. and/or any subcontractof working on behalf of Lessee with the free right of ingress and egress, by all means, over so much of the Property as may be required for the temporary and intermittent staging,ofmaintenance trucks, equipment, and/or personnel for the purpose a£ erecting, operating, repairing, maintaining, improving, modifying and removing the advertising dimplay, including all necessary utility service. Term: The Development Term of this Lease shall commence upon execution of this document or the expiration of the existing lease, if applicable, and shall continue until the brection .of the advertising display with Illumination has been completed and receipt of a full and final inspection from the applicable governmental authority has been received. The Initial Term of this Lease shall commence upon the expiration of the Develapruent Term (hereinafter called "the effective date") and unless terminated earlier in the manner herehiafter set forth, shall continue for an initial period of years from the, first day of the first month following the effective date. Upon expiration of the Initial Term, this Lease shall automatically renew for consecutive year periods (hereinafter called "the Renewal Term" ), until such time as either party gives the other party a minimum ofjjjM days written notice that. the Lease will terminate at the end of the then cuirent term. Consideration: Lessee shall pay a one-time, non-refundable fee for the Development Term of this Agreement in the amount opqW upon the completed execution of this Agreement by all artier. Lessee shalt pay Lessor an arinual base rent, during the Initial. Term and any Renewal 'Perm, in the amount ofORNWAN to be paid is 12 monthly installments, and such payment shall commence on the.effective date, Notices: Notice sent under this Lease shall be writing and sent by certified mall, to the addresses listed herein. Binding Effect: Lessor represents and warrants that he is the owner in fee or the authorized agent of the owner in fee of the Property and that Lessor has the right and authority to enter into this Lease. It is specifically intended that the lights, benefits, and liabilities created hereunder shall run with the Property for the term of this Lease and are thereby binding upon and inure to the benefit of Lessor, Lessee, aird their respective heirs, personal representatives, assigns, and successors. This agreement may be assigned by either party. Lessor agrees to notify Lessee of a change or transfer in ownership or control of the .Property thirty (39) days in advance of such change. Taxes: Lessor shall be responsible for all taxes levied against the Real Property and Lessee shall be. responsible for all taxes levied against the advertising display. "LESSEE" OUTLOOKEDIA OF O 'IH FLORIDA, LLC "LLSSO „ SEYENN C BY: ITS: OV ITS: p �y Address: 2295 South Hiawassee Road, Suite 203 Address: til! _ l�i�t POP �,� Orlando, FL 32835 Telephone: .407 363-1212 'Telephone: Ras: SS# o ax ID THIS LEASE 19 SUBJECT TO THE TERMO Ai+7Il CONDITIONS ON BOTH SIDES OF TATS LEASE. STANDARD CONDITIONS Compliance With The Law*, In its use ot the Property, Lessee shall fully comply with all applicable federal, state, county, and municipal statutes, rules, regulations, and ordinances. Lessee shall secure from the proper authorities all required licenses and permits before commencing construction of the advertising display on the Property. Revairs_and Maintenance. Lessee shall, at all times during the term of this Lease, keep all Improvements placed by Lessee on the Property in good repair, and shall maintain them at all times in a clean and attractive condition. Annul ]3asent Increase_ Qwnershiy, of IW provements: All improvements and ancillary equipment and structures erected or placed by Lessee on the Property shall remain the sole and exclusive property of the Lessee. Lessor acknowledges and- confirms i essee's Tight to negotiate, settle, or litigate its ownership rights in the advertising display as separate and compensable interests.with any condemning authority or other such party separate from Lessor. If.the Property or parent parcel containing the Property is subject to an expropriation or eminent domain proceeding or is subject to rezoning, Lessor shall notify Lessee in writing within fifteen (15) days of becoming aware of such proceeding or action. - Governmental Aprroval: Lessee's obligations under this Lease are contingent upon the governmental authorities issuing Lessee the necessary approvals to own, erect; repair, maintain, improve, modify and remove.the advertising display. All costs and expenses associated with obtaining said approvals shall be holm by Lessee and. Lessor PhO cooperate fully with Lessee and ehall execute all instruments necessary or appropriate to obtaining this approval. Lessee may terminate this Lease during the Development Term and if the governmental authority, for whatever reason, does not issue Lessee the necessary approvals the Lease shall automatically terminate without cause. Prohibition Against Blocking the View:Lessor shall not install, or perinit to be installed, any structure nor allow any trees or other objects to exist that would block, impair or interfere with rite uninterrupted access to or view of Lessee's advertising display over and across the Property and Lessee shall have the right to remove any object or trim any trees that may obstruct the view of Lessee's advertising- display. Indemnity: Lessee agrees to hold Lessor harmless from any and all damages to persons or property by reasons of negligent or willful acts by Lessee or Lessee's agents or employees in the construction, operation, maintenance, repair, change or removal of the advertising display: Lessee agrees to carry, at its own cost and expense, adequate public liability insurance (General Aggregate - $2 Million, Personal & ADV Injury, Ench Occurrence - $1 Million and Worker's Compousadon,'cach accident- $500,000) covering any such contingency so long es the advertising display shall remain on the Property. Lessor agrees to hold Lessee harmless from any and all damages resulting from any negligent or willful act of Lessor. Din sputes: In.the event of any dispute as to any party's compliance with the terms hereof or as to the validity of this Agreement, both parties acknowledge and confirm that this Agreement shall be governed by the Uniform Commercial Code, Section 2A titled "Leases." In the event of any aforementioned dispute, the prevailing party in any legal action related thereto shall be entitled to recover all of its attorneys' fees and costs, whether incurred before trial, at trial or upon all appellate levels. Lessee's principle place of business is in Orlando, Orange County, Florida. Accordingly, any disputes shall be governed by Florida law and shall be brought in the Circuit Court, Orange County, Florida. Severabilltr If any provision of this lease is determined by a court of cam-petent jurisdiction to he illegal or otherwise unenforceable, such provision shall be.d=ed to be deleted and this lease shall be read, interpteted and enforced without such provision. Entire Afreement: . This Agreement contains the entire understanding between the parties hereto. There are no other representations, arrangements, understandings or agreements, oral or written, among parties hereto, relating to the subject matter, hereof. No changes, alterations, modifications, additions, or qualifications to the teens of this Agreement shall he made or be binding unless made in writing and signed by all parties hereto. This. agreement shall be deemed to have been executed and its terms and conditions accepted only upon the acceptance by an authorized agent of Company. North 0 700' 200' Scale I`=100' Date, May 21, 2008 PhysleaE Address Owner Narne Billboard J-700 SW 3 AVE: SEVEMNWE LLC Site Plan Notes 331 SW 29 12OAp Face of BWboard 4B feet MIAMI FL 33y 4 - Pole Diameter 40" sheet number 1 Qt 1 A 12/12/20BB _ 15:37 8775489120 %j-vtt-V Seneunine LLC 331 SW 19`a Road Miami, FL 33129 vrf ��G1KVO/rA��7� d,.Clio IWO � December 81 2008 Outlook Media of South Florida, LLC 2295 S, Hiawassee Rd., #203 Orlando, FL 32835 PAGE 02 PEDRO C. HPPNANDEZ, P.E. Cigy Manager ICERTIPTEO MAIL RETUPS RECEIPT(5) REQUESTED 7006 2760 0001 5320 2759 7006 2760 0001 5320 2742 Re: Building Department Permit Application for Construction of Billboard ,fob Site: 1700 Ste' 3'd Ave-, Miami, FL Sevennine Site Gentlemen: The Building Department is in receipt of a Permit Application, received November 6, 2008, for the construction of a billboard at the above -referenced location, This Application is denied for the following reasons. Section. 10.4.5 of the Miami Zoning Ordiunce provides as follows: 10.4.5. Outdoor advertising sigizs; new signs of outdoor advertising prohibited, For the purposes of this section, "Outdoor advertising signs" are signs used in the conduct of the outdoor advertising business, an outdoor advertisi)ag business, for the purpose of this section, is defined as the business of receiving or paying money for displaying signs where the sign copy does not pertain to the use of the property, a product sold, or the sale or lease of the property on which the sign is displayed and which does not identify the place of business as purveyor of the merchandise or services I advertised on the sign. i Except as otherwise provided in Articles 4 and IQ and/or the City Code, or,__ pursuant to this subsection no new freestanding "Outdoor advertising signs, as defined above shall be avowed. DEPARTMENT OF ZONING 44$ 5.w. 2nd Avenue, 4"F1por, Miami, FL 3313[1 (305) 416-1499 Telecopier (305) 416-1490 Mailing Addre5s= P_O. l30x 330706 fv1)ami, Horida 33233-0708 12/12/2008 15:37 8775485126 Sevenaine, LLC Outlook Media of South Florida, LLC December 8, 2008 Page 2 With respect to existing outdoor advertising signs, Section 926.15 "Outdoor advertising signs" of Ordinaz er, 11000 adopted in 1990, the Zoning Ordinance of the City of Miami, and dealing with "Outdoor advertising signs," is hereby repealed to the extent it is inconsistent with any provision contained in this Article. Nothing, however, in this Article shall affect those provisions of Section 926.15 requiring the termination, and removal of freestanding outdoor advertising signs from the premises on which they were located not later than. five (5) years following the date they became nonconforming as a result of the passage of Ordinance No. 11000 in 1990, and such provisions shall continue to be operative and given full, force and effect. Moreover, nothing in this Article shall affect any legal proceedings begun and all legal proceedings that might have been begun under these provisions of Ordinance No. 11000, as adopted in 1990, and such proceedings skull be given full force and effect. Notwithstanding py provision of this Zoning Ordinance to the contrary, ermits for outdoor advertising signs may be issued pursuant to a Settlement Agreement authorized b Resolution passed b the Cit Commission in conjunction with the settlement of related_,_ litigation, which earessly_ _authorizes issuance of such permits fox said outdoor advertising si ns and then only under the terms and conditions of settlement agreements that result in a net reduction in thepaity to the settlement's number of outdoor advertising signs located in. the City £ Miami, PAGE 03 Cousequently, no new "Outdoor advertising signs" are permitted in the City of Miami Oerekxiafter the "City") except pursuant to a Settlement Agreement authorized by the City Cozy misaion that results in a net reduction in the number of "Outdoor advertising signs" located in the City, The City Commission authorized such a settlement agreement with CBS Outdoor, Inc. (hereinafter "CBS"), on April 28, 2008, Under paragraph 4 of the CBS Settlement Agreement, CBS is required to comply with all applicable Florida Department of Transportation (hereinafter - "FDOT") regulations for any Outdoor advertising sign constructed under the Settlement Agreement. FDOT requires a pen -nit £oz the construction of Outdoor advertising signs, to j enforce their spacing regulations, FDOT requires theapplicable Municipality to sign -off j on the permit prior to its issuance. 12/12/2008 15:37 8775429120 Sevennine, LLC Outlook Media of South Florida, LLC December 8, 2008 Page 3 PAGE 04 On May 2, 2008, CBS authorized Outlook Media of South Florida, LLC. (hereinafter "Outlook Media"), to file applications for outdoor advertising permits with FDOT on -CBS' behalf, and notified the City of that authorization. (See letter attached as Fxhibit 'W ), On June 26, 2008, pursuant to CBS' written authorization of May 2, 2008, the City executed a FDOT Applicatiou for Outdoor Advertising Sign Permit for the above - referenced site, indicating that the Outdoor advertising sign identified in the Application "[i]s in compliance with all, duly adopted local ordinances and has been oz will be issued the necessary permits," (See FDOT Permit Application attached as Exhibit "B"), To date, the City has not been provided any information that an FDOT permit has been issued for this site. Under paragraph 19(f) of the CBS Settlement Agreement, CBS has the right of assignment of its rights and obligations under the settlement agreement, but only After any attempted assignmerkt is approved in writing by the City Commission. Any attempted assignment in violation of these requirements is void. The City has not been ezlce that CBS has assigned its rights under the CBS Settlement provided with any evid Agreement to Outlook Media with regard to this Outdoor advertising sign, nor has the City Commission been requested to approve any such assignment. On November 6, 2008, Outlook Media, as lessee, and Sevennine, LLC., as owner, submitted to the City the subject Permit Application for an Outdoor Advertising Sign at the above -referenced site without providing any evidence of. (a) CBS' consent to, approval of. or joinder in, the Application; (b) an assignment of rights in the CBS Settlement Agreement to Outlook Media approved by the City Commission; and/or (c) the satisfaction of the other requirements for the erection of an Outdoor advertising sign under the CHS Settlement Agreement, including, but not limited to, the applicable sign removal requirements and permit fees. This is in addition to the failure to secure an FDOT permit for this site as indicated above. These material omissions prevent us from taking any further action at this time except to deny the subject PcTmit Application. Because of the City's denial of dais Permit Application for the reasons set forth above, this Application has not been, reviewed by the necessary disciplines. Consequently, the City reserves the right, should it be necessary in the Future, to assert any other de tciencies, technical or otherwise, that may exist in this Permit Application, Should you have any questions, please do not hesitate to contact m.e. Thank you. Sincerely, i )ourdlls�slazyk Zoning Administrator 12/12/2008 15:37 8775489120 PAGE 05 Sevennine, LLC outlook Media of South. Florida, LLC December 8, 2008 Page 4 150708 9 Miami Zoning Board Resolution No.: 09-0006 Monday, February 9, 2009 Mr. Cornelius Shiver offered the following resolution and moved its adoption .Resolution: AFTER CONSIDERING THE FACTORS SET FORTH IN ZONING ORDINANCE NO. 11000, THE ZONING BOARD DENIED THE APPEAL BY AMANDA L. QUIRKE, ESQUIRE ON BEHALF OF OUTLOOK MEDIA OF SOUTH FLORIDA, LLC, THEREBY UPHOLDING THE ZONING ADMINISTRATOR INTERPRETATION DATED DECEMBER 8, 2008, REGARDING A PROVISION CONTAINED IN SECTION 104.5, OF ZONING ORDINANCE NO. 11000, A5 AMENDED, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, ENTITLED "OUTDOOR ADVERTISING SIGNS; NEW SIGNS OF OUTDOOR ADVERTISING PROHIBITED", FOR THE PROPERTY LOCATED AT APPROXIMATELY 1700 SOUTHWEST 3RD AVENUE, LEGALLY DESCRIBED AS EXHIBIT "A" (HEREBY ATTACHED), PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA; ZONED C-1 RESTRICTED COMMERCIAL WITH AND SD - 23 CORAL WAY SPECIAL OVERLAY DISTRICT. Upon being seconded by Mr. Charles A. Garavaglia, the motion was passed and adopted by the following vote: Mr. Bret Berlin Yes Mr. Ron Cordon Yes Mr. Charles A. Garavag Ila Yea Ms. Ileana Hernandez -Acosta Away Mr. Lazaro Lopez Away Mr. Juvenal A. Pina Yea Mr. Cornelius Shiver Yes Mr. Richard Tapia Away Mr, Angel Urqulola Yea AYE: NAY: ABSTENTION$: NO VOTES: ASSENT: Ms. Fernandez: Motion carries 6-0 2xt��A y Lt"i� Teresita L. Fernandez, Executive 86cretary Hearing Boards File ID#: 09-00019za Z.3 C April 21, 2008 Santiago Echemendia, Esq. Tew Cardenas LLP Four Seasons Tower 1441 Brickell Avenue, 15th Floor Miami, Florida 33131-3407 mi200 EAST BROWARD BOULEVARD SUITE 1500 FORT LAUDERDALE, FLORIDA 33301 POST OFFICE BOX 1900 FORT LAUDERDALE, FLORIDA 33302 (954) 527.2466 FAX: (954) 333-4066 GLENN.SMITH @RUDEN.COM Re: Letter of Understanding between CBS Outdoor, Inc. ("CBS") and Outlook Media of South Ftbrida, LLC ("OM") Dear Santy: This letter sets forth the understanding between CBS and OM concerning new sign locations to be utilized in conjunction with the Settlement Agreement between CBS and the City Of Miami ("City"). The parties acknowledge and agree as follows: L CBS is negotiating and attempting to finalize a Settlement. Agreement with the City whereby the City will issue 15 amended permits for the construction of new monopole signs with double faces, on expressways located within the City, in return for which CBS will remove 2 existing (or previously removed) sign faces for each new sign face constructed pursuant to an Amended Pennit, subject to the terms and conditions of the Settlement Agreement between CBS and the City. 2. With respect to the Settlement Agreement with the City, CBS and OM agree as follows: a. b. Under the Settlement Agreement, CBS seeks to obtain 7 Initial Amended Permits (as defined in the Settlement Agreement), one of which is tentatively agreed to be located in Jose Marti Park. Provided there is no term in the Settlement Agreement and the City does not otherwise require CBS to develop a site in the Jose Marti Park, CBS will abandon its proposed Jose Marti Park site and instead accept a site owned by ft FINAL.DOC RUDEN, MCCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. CARACAS -FT. LAUDERDALE -MIAMI • NAPLES • ORLANDO • PORT ST. LUCIE • SARASOTA w ST. PFTFoczm Eon , Tei i A U-1 - Page 2 Company, located at approximately (the '"M Site"), which is or will be subject to a lease with OM that allows construction and operation of a sign in accordance with the terms of paragraph (2c) below. CBS will enter into a sub -lease agreement with OM for the Site whereby CBS will pay to OM, an annual base rent in the amount of � (the "Base Rent"), or twenty-five percent (25%) of the gross annual income generated on theme Site billboard (the "Percentage Rent"), whichever is greater. The Base Rent shall be payable in equal monthly installments, and the Percentage Rent shall be calculated and paid annually in arrears. The sub -lease agreement (Sub -Lease) shall be in the form of the standard lease known as the "Thornton Lease". However, the Base Rent shall be increased every five (5) years to an amount equal to eighty-five percent (85%) of the sum of the Base Rent and Percentage Rent paid in the previous year. A copy of the standard Thornton Lease to be used as a Sub -Lease for the Site and all other sites subject to a CBS -OM sublease is attached hereto and incorporated herein. C. Provided OM obtains four (4) additional sites for placement of signs pursuant to Amended Perwits under the Settlement Agreement, CBS agrees to accept said four (4) sites provided CBS deems each site to be commercially viable. "Commercially Viable" ineans inter alia, , CBS' determination that the annual base and percentage rent payments due under the lease are acceptable, CBS can obtain City and FDOT permits to construct a double- faced monopole sign that is 14X48 with an overall height of 65 feet above the adjacent expressway, is within 100 feet of the right-of-way, provides visibility to an expressway, and that the sign has a similar "view" and construction to other "amended permits" in the City, and that any business risk of termination is acceptable to CBS ("Commercially Viable Locations"), The parties agree that a lease that contains an annual base rent term of up to amon I-95 north of I-395 and 1� on I-95 south of the river and otherwise meets the above criteria, shall be acceptable to CBS. d. For'each of the sites accepted by CBS, CBS will enter into a sub -lease agreement with OM, whereby OM will be the sub -lessor and CBS will be the sub -lessee. CBS will pay rent to OM for each site an annual base rent or twenty-five percent (25%) of the gross income generated on the respective site, whichever is greater. The parties agree to use the Thornton Lease as set forth above which shall contain a rent increase every 5 years to 85% of the combined lease rent from the previous year (Base Rent plus Percentage Rent paid, if any). Unless through no fault of its own, CBS is prevented from constructing a sign structure on the sub-lease(s), CBS will also pay to OM for each of the Commercially. Viable Locations, a development fee of =11� upon the earlier of issuance 'of the Certificate of Occupancy for the applicable sign "by the City or one year from the first issuance of the FDOT permit ("Development Fee"), CBS agrees not to discriminate between CBS developed signs and OM developed signs in its construction schedule. C. Provided that OM produces the Site and four (4) additional Commercially Viable Locations, CBS will assign to OM the rights to one (1) of its amended permits under the Settlement Agreement with the City. CBS will assign to OM, and FINAL.DOC RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. CARACAS • FT. LAUDERDALE • MIAMI � NAPLES • ORLANDO -PORT ST. LUCIE • SARASOTA • ST. PETERSRURC, • Tet i n"eccFF . re.,�. _ ...�. �......_. _.. Page 3 OM will assume, CBS's rights and obligations underAthe Settlement %agreement to said amended permit except for CBS' obligations pursuant to paragraphs (7a -7d), (Sa), and (12a). CBS will provide for the removal of two (2) of its existing sign structures to allow the City to issue the said Arzkended Permit to OM under the Settlement Agreement f. The parties recognize and acknowledge that some of the OM leases for the above-described sites may have a development clause; i.e, the lessor has the right to require removal of the signs in the event that the landlord decides to develop or redevelop its property. Said leases will be acceptable to CBS if the Settlement Agreement with the City allows the signs affected by the development clauses to be relocated to other locations anywhere on the expressways in the City, provided that the spacing requirements are met. In such event, the Development Fee will be payable in annual installments of kyr each plus interest rate equal to the IRS imputed rate. In the event an affected location is lost due to redevelopment, and OM can provide a Commercially Viable alternative acceptable to CBS, the obligation for payment of the fee will continue. In the event no such alternative location can be found, no further Development FeeXayments will be made pursuant to that particular location and the parties will have no further obligations to the other with respect to that location. g. CBS shall have the right to develop or redevelop billboards known as the Edison Apartments and Halco Holdings within 500 ft of their current permits and OM shall not receive any compensation for CBS' development or redevelopment of these sites. h. CBS' acceptance of the four (4) Commercially Viable Locations referenced in 2c above is expressly conditioned upon the City's approving all locations. on Exhibits B and B'-1, as amended from time to time, as appropriate removals for Amended Permits in the Settlement Agreement. 3. Additional possible sign locations: If said credit is obtained so that CBS is able to obtain a minimum of three (3) amended permits, the parties agree to the following: a. CBS will use the 13th amended permit to construct a sign on expressways in the City. If CBS accepts a Commercially Viable Location from OM, OM will be paid compensation as set forth in 2c above. If CBS uses to improve one of its existing locations, CBS will pay OM a Dollar Development fee and no rent. If CBS obtains a site for the 13th permit based on Spaij% or uses the permit on highways to which the rule does not apply, OM will receive no compensation for said site. If CBS has a choice between a location CBS has obtained and a Conunercially Viable Location obtained by OM and if the economics. of the two (2) sites are within five percent (5%) of each other, CBS will select the OM site. FLNAL.Doc RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. CARACAS r R. LAUDERDALE • MIAMI -NAPLES -ORLANDO • PORT SL LUCIF . RARAs. A . sT PrTFVC91IU1 Page 4 b. CBS will assign the 10 and 15`h amended permits to OM. OM will assume all of CBS' rights and obligations under the Settlement Agreement, pursuant to paragraph (2c) of this Agreement. C. - OM has obtained title to one state permit and sign face during its investigation of the market and development of leases. d. The parties agree that CBS will incur costs and lost revenue for the removal of signs necessary for the development of the 13-15`h permits. Recognizing those permits to be interchangeable, OM agrees to reimburse CBS for its losses connected to the removal of said signs. OM agrees to pay Dollars , or an amount equal to the sum of two thirds of one year's s lost revenue plus the cost of removal of the structures and any lease obligation CBS is required to pay over the full term of the lease, whichever is less. 4. OM may sell �its .interest in a any signs or structures acquired pursuant to this agreement (hereinafter `Billboard" or `Billboards") and the City of Miami at any time to an unaffiliated bona fide third party purchaser; provided that any such sale shall be subject to a right of first refusal as explained herein. OM hereby grants to CBS, for the entire term of the Settlement Agreement a right of first refusal to purchase each of the Billboards and all assets of OM related to the operation thereof (including, without limitation, any of the Leases, advertising contracts and permits related thereto (collectively, `Billboard Related Assets")) on the following terms and conditions: If OM desires to convey all or part of its interest in a Billboard or Billboards (or any of the Billboard Related Assets), collectively or separately, then OM shall first provide CBS with a written notice (the "First Refusal Notice") stating that OM desires to make such a conveyance and enclosing a true and correct copy of the terms and conditions of the agreement between Wand the third party concerning Owner's conveyance of the Billboard or Billboards (and Billboard Related Assets), together with a sworn certification that said agreement evidences all of the terms and conditions of the proposed conveyance (the "Proposed Terms") and the name, address and telephone number of the third party. The First Refusal Notice shall constitute an offer by OM to CBS to make the same conveyance to CBS on the Proposed Terms. CBS shall have thirty (30) days following its receipt of the First Refusal Notice to accept, in writing, the Proposed Terms ("Acceptance Period"). if CBS accepts the Proposed Terms during the Acceptance Period, OM shall make the conveyance to CBS pursuant to the Proposed Terms, CBS will accept the conveyance from OM pursuant to the Proposed Terms, notwithstanding Closing shall occur no less than six (6) month$ after the expiration of the Acceptance Period (or such later time as may be set forth in the Proposed Terms), and this Agreement shall terminate with respect to the subject Billboard or Billboards at closing. If CBS does not accept the Proposed Terms during the Acceptance Period, OM is free to make the proposed conveyance to a third party on the Proposed Terms at any time within one hundred and eighty (180) days after the expiration of the Acceptance Period. This Agreement shall terminate at closing of the sale in accordance with the terms hereof by OM to such unaffiliated bona fide FINAL.DOC RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. CARACAS • IT. LAUDERDALE -MIAMI -NAPLES • ORLANDO • PORT SL LUCIE • SARASOTA • ST. PETERSBURG -TALLAHASSEE • TAMPA • WFGT VAI m RFArw Page 5 third party purchaser. Any proposed conveyance on terms that are different than the Proposed Terms or that is after said one hundred and eighty (180) day period shall be considered another purchase offer to OM and will be subject to CBS's right of written notice and first refusal as previously stated herein. Notwithstanding the foregoing, any conveyance of .OM's interest in and to a Billboard or Billboards to a related third party for the purposes of family planning, estate planning including in the event of the death of Harkley R. Thornton, Stacy J. Thornton or any other member of Outlook Media of South Florida, LLC. (a "Permitted Transfer"), shall not be subject to a right of first refusal as set forth in Sections 4, above, provided that the transferee agrees in writing to be bound by the terms hereof and to assume OM's obligations hereunder. Such a conveyance shall not terminate this Agreement. Any other assignment, sale or transfer in contravention of the terms of this Agreement shall be null and void. 5. In the event OM defaults on its obligations with its underlying landlords, CBS may, but shall not be obligated to cure such default if in its judgment, continuation of the default could result in the terrxination of the Lease. CBS may take as a credit the cost of curing such default against any other amounts due- OM in Miami -Dade County, FL. OM will seek to have landlords add CBS to any legal notice requirement they might give. 6. This letter is a Letter of Understanding and is binding between the parties and establishes the major business points and conditions of the Parties' agreement for this transaction, However, it is not all-inclusive in that it does not contain all the deal points. The Parties agree to expand upon this Letter of Understanding in good faith to prepare a full agreement that can be executed within thitty (30) days of the date of this Letter of Understanding. Such agreement shall be consistent with the terms of this Letter of Understanding and contain such further terms and conditions as are mutually acceptable to the Parties. However, the failure of the Parties to complete a full agreement shall not invalidate the terms of this Letter of Understanding or excuse either Party from performing its obligations and responsibilities as set forth herein If you are in agreement with the foregoing, please indicate same below. J. will proceed with the necessary documentation to effect the intentions expressed herein. Sincerely, CBS OUTDOOR, INC. t gL B y: FINAL.DOC RU DEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. CARACAS • FT_ LAUDERDALE -MIAMI • NAPLES • ORLANDO • PORT ST. LUCIE • SARASOTA • ST. PETERSBURG -TALLAHASSEE • TAMPA • WEST PALM REACH Page 6 Acknowledged and Ag eed: This day of , 2008 OUTLOOK MEDIA OF 12 FINAL.DOC RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. CARACAS . FT. LAUDERDALE • MIAMI -NAPLES • ORLANDO • PORT ST_ ICIE • SAIZAA01e . cr PrTPEKni Iur . T.. i -C... . �...... _ ..,��T............... SCBS au-rDaoR May 2, 2008 Orlando Toledo Senior Director City Manager's Office city of Miami apo Sw'2nd Avenue Miami, Florida 39130 Dear Orlando, C85 Outdoor, Inc, and Outlook Media of South Florida, LLC hBye signed a letter of as understanding dated May 1, 2008 {the "agreement"). Please accept S ol 9 letter , Inc,confIrmation that In accordance with the terms of the Agreement, CBS Outdoor, I consents to Outlook Media of south Fonda, LLC filing Appllcatlons Por Outdoor Advertising Permits with the Ftortda Department of Transportation on our behalf, Yours truly, S Ourt�door, Inc - 3 Little VP OF Real Estate SE 6944 CYPRESS PNP -V- t)RIYE,TAk1FA, Ft. 33634.4462 t (913) BSB -5541 . PAK (813) 904744 • chsootdoor,com E �r illRuden McClosky October 24, 2008 Via E -Mail and U.S. Mail Warren Bittner, Esq. Assistant City Attorney City of Miami - City Attorney's Office 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130-1910 200 FAST BROWARD BOULEVARD SUITE 1500 FORT LAUDERDALE, FLORIDA 33301 POST OFFICE BOX 1900 FORT LAUDERDALE, FLORIDA 33302 (954) 527-2466 FAX: {954)333-4066 GLEN N,SMITH@RUDEN �COM Re: City of Miami ("City")1 CBS Outdoor, Inc. ("CBS") Settlement Agreement Dear Warren: Attached hereto is a Iist of the sites for which CBS, or Outlook on CBS's behalf, has previously submitted FDOT applications to the City (with one exception) for the City's approval in order that state permits may be obtained. The list contains four categories, as follows: 1. Categories 1 and 2 identify sites for proposed Initial Amended Permits and proposed Amended Permits. Each of these sites is pennittable under FDOT rales in that each site meets the 1500 foot spacing requirement. 2. Category 3 contains sites which are under consideration by CBS and for which there are pending state issues. For instance, many of them would only be permittable if 1000 foot spacing is approved by the legislature. Another site is the subject of an appeal concerning the issuance of a state permit. 3. Category 4 is a list of the sites which are being withdrawn by CBS. We ask that Orlando and Peter immediately review this list and inform us of any issues that may exist as to each site. Additionally, we assume that the FDOT application for the Lummis site can now be signed off by the City. In this regard, we ask that Peter have the appropriate official sign off on the CBS application for this site. FTL:2940043:1 RU DEN, MCCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. BOCA RAYON - CARACAS • €T. LAUDERDALE • MIAW • NAPLES • ORLANDO - PORT ST. LUCIE - SARASOTA • Si. PETERSBURG • TALLAHASSEE • TAMPA • WEST PALM BEACH Page 2 Please contact me if you have any questions. Sincerely, tjeAl-l� I ZLJ.- . Glenn N. Smith GNS:lad Enclosure CC: Mr. J. C. Clements Mr. Joe Little Mr. Billy Long Mr..Ed Scherer Veronica Xiques, Esq. F FL:2940043;1 RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. SOCA RATON - WACAS • Fr. LAUDERDALE - MLAM4 - NAPLES • ORLANDO . PORT ST. LUCIE - SARASOTA - ST. PETERSBURG + TALLAHASSEE • TAMPA • WEST PALM BEACH 0 LEM 0 6 Initial Amended �roDerty. Owner ADiDRBSS FOLIO # [ Zoning Gateway merit Permit i City (Jose Marti) of Cof Miami 362 SW 4th Street ES 1-95 &rVo 8!)__ _10-2430-701-030 PR Yes _.__........-...........-City 2 . isllsl City 01 Miami (Fem e) NS SR836 w/o 22nd Ave E 113-13_40-800-0010 PR ^-- —[ 3Lummis 350 NSW 2nd St . 01 0110 099 f070 Q Yes 4A-�tO enheim RE Venture LLC 245 NE 371h St Di -3219-045-0020 SD -8 Yes 46 Titan 7085 NE 79U` Street_ _ 01-3207-016-2934 C-1 Amended Permit Property owner ADDRESS } FOLIO # ; Zoning ameway Comm 5 FOOT 1660 NW 2CP Street -'01 136 035-4340 I i 6 1wrZicit 1201 NW 421dAvenue _ :91-3132-027`0010 C 2 € 1400 NW 37 h Ave NS SR 836 400 ft w/o NWi 1-3132-000-0080 C-1 7 of Miami G and 37th Ave -- _. Laeations underl Paerty Owner ra ADDRESS i FOLIO # l ZoningGateway Comment Consideration Deriding resolution of StateIssues 8 Fu•imo Land Co. 3621 NE CT 01-3124-022-0160_ � SD -8 Yes ` 170 NE 3e ST (NS 1-195 w/o NE 2 �} ;Di 3124-022-0129 t C-1 This iocation would have to be removed Halco Holdings J Yes if Oppenheim 4A) is constructed. 9 10 Sevennine LLC 1700 SW 3rd Ave 01-4138-001-2070 G9 11 Tacalcy Development (Edison) 670 NW 6th Ct 01-0113-087-0030 C-1 12 Issac 5850 NW 85th ST 01-3113-025-0100 C-1 13 Srebnick M LLC (Austin Surke) 545 NW 26th ST 01-3125-025-0320 1 U Bakehouse 561 NW 32nd St 01-8125.020-0630 6/1 15 Contem Contractors 4291 NW7th Ave 01-3124-003-1440 C-1 16 GT Used Trucks 636 NW 23rd ST 01-3125-035-0360 l 17 Elks Lode 4.945 NW 7th Ave 01-0124-001-0340 C-1 18 C of Miami (Gibson Paris) 350 NW 13th ST 01-3136-058-0010 PR New. FDOT farm not previously 19 Tanaka 570 NW 67th St 01-3113-025-0041 C-1 submitted to City Lacetionsweare pea Owner 3 ADDtiESS 1 FOLIC # s Z_onina S Gateway Comment WMdrawainn Withdraw 345 NE 36 ST LLC (Richards) 345 NE Se ST 13-2190-000-080 g C-1 Withdraw Cam Partners 328-334 Fla ler 01-4137-036-0020 C 1 Yes w Withdraw MM Mays 1330 NW 2nd Court 01-0135-036-0020 C-1 Yes G t FlaNda Department of 'Transportation CHAILUR CAIS[' 505 Suwurnlae Slreal Sr91111ARM r, K0P [.OUNOS CaVL•UN011 iulluhassac, FL32399.0450 $KCRE AAy July 3, 2009 Outlook Media of South Florida LLC 2295 S. Hiawlassee Road, Suite 203 Orlando, Florida 321335 RE: Outdoor Advertising Permit Applicatlon(a), #57213 and 572'14 Proposed Location; 5o feet west of SW 3 Avpnue Gentlemen: We are unable to review your permit application(u) for the above-rafarenced loaatlon at this time. Prior to receipt of your appllaation, we received an application for a competing loeatlom Pursuant to Section 14.10.004(1)(8), Florida AdmirllMralivs Code, your application(s) will be held without action by the Department until the pending status of the earlier application Is resolved. You will be notified when this occurs. If you wish to withdraw your applications, please ;ubmlt a Written request to me at Mall Station 22 at the address above, referencing the application numbers shown, All application materials, including the check and all attachments will be ref'Wh6d to you. If you have fultherquestions, please contact me at Juan€ce,Hagan@dot,state.fl.us. SincBrely, Juanlce M. Hagan Deputy State Right of Way Manager Outdoor Advertising www,dat,sta e.fl.us tDFam:=P4--n H ANDRES MONSALVE, Petitioner, vs. STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION Haydon Burns Building 605 Suwannee Street Tallahassee, Florida DEPARTMENT OF TRANSPORTATION, Respondent, and OUTLOOK MEDIA OF SOUTH FLORIDA LLC, Intervenor. N FINAL ORDER DOAH CASE NO. 08-4039 DOT CASE NO. 08-067 On June 17, 2008, Respondent, State of Florida, Department of Transportation (Department), received two applications for outdoor advertising permits numbered 57196 and 57197 submitted by Petitioner, Andres Monsalve (Mr. Monsalve). By Notice of Denied Application issued on July 3, 2008, the Department notified Mr. Monsalve that the applications were denied because the applications had no statement, as required by Section 479.07(3)(b), Florida Statutes, from the appropriate local governmental official indicating that the agency or unit of local government would issue a permit to the applicant upon the Department's approval of the state permit application. Page 1 of 5 An amended Notice of Denied Application was issued on July 15, 2008. The amended notice reflected that Mr, Monsalve's applications were denied because the proposed signs would be in conflict with an existing permitted sign and could not, therefore, meet the spacing requirements for outdoor advertising signs set out in Section 479.07(9)(a), Florida Statutes, and because the proposed location does not comply with all local governmental requirements as provided in Section 479.07(3)(b), Florida Statutes. The amended notice also indicated that the building permit submitted with the applications was not in compliance with local governmental requirements. Mr. Monsalve filed a Petition for Formal Hearing on August 4, 2008, and the matter was referred to the Division of Administrative Hearings on August 19, 2008. On September 17, 2008, Outlook Media of South Florida, LLC (Outlook Media), filed a corrected motion to intervene. The motion was granted and Outlook Media was afforded intervenor status. A formal administrative hearing was held on November 4, 2008, by video teleconference with connecting sites in Miami and Tallahassee,. Florida, before Errol H. Powell, a duly appointed Administrative Law Judge. Appearances on behalf of the parties were as follows: For Petitioner: Linda L. Carroll, Esquire Carroll Law Firm 1260 SunTrust International Center One Southeast Third Avenue Miami, Florida 33131-1714 For Respondent: Kimberly Clark Menchion, Esquire Department of Transportation 605 Suwannee Street, Mail Station 58 Tallahassee, Florida 323990458 Page 2 of 5 For Intervenor: Joseph DeMaria, Esquire Amanda Quirke, Esquire Tew Cardenas LLP 1441 Brickell Avenue, Suite 1500 Miami, Florida 33131 At the hearing, Mr. Monsalve's renewed motion for continuance was denied and a motion to dismiss filed by Outlook Media was denied. Mr. Monsalve testified in his own behalf and entered 14 exhibits into evidence. The Department presented the testimony of Lynn Holschuh and entered seven exhibits into evidence. Outlook Media neither presented the testimony of any witness nor offered any exhibits into evidence. The transcript of the hearing was filed on November 17, 2008. The Department and Outlook Media timely filed their proposed recommended orders on December 1, 2008, and Mr. Monsalve filed his proposed reconnnended order on December 2, 2008. There was no objection to the late filing of Mr. Monsalve's proposed recommended order and the Administrative Law Judge Issued his Recommended Order on December 17, 2008. Outlook Media filed exceptions to the Recommended Order on January 5, 2009. No responses to the exceptions were filed. STATEMENT OF THE ISSUE As stated by the Administrative Law Judge in his Recommended Order, the issue presented was: [W]hether Petitioner's applications for a State sign permit should be granted. EXCEPTIONS Outlook Media takes exception to the Reconuilended Order Findings of Tact 7, 8, 17, and 18, and Conclusions of Law 31 and 32, for the purpose of clarifying a clerical error consisting of the failure to reference both application numbers. Outlook Media's exception is Page 3 of 5 well -taken. Findings of fact 7, 8, 17, and 18, and Conclusions of Law 31 and 32 are modified to include both application numbers, FINDINGS OF FACT After review of the record in its entirety, it is determined that the Administrative Law Judge's Findings of Fact in paragraphs, 1 through 6, 7 and 8 as modified, 9 through 16, 17 and IS as modified, and 19 through 25, are supported by competent, substantial evidence and are adopted and incorporated as if fully set forth herein. CONCLUSIONS OF LAW 1. The Department has jurisdiction over the subject matter of and the parties to this proceeding pursuant to Chapters 120 and 479, Florida Statutes. 2. The Conclusions of Law in paragraphs 26 through 30, 31 and 32 as modified, and 33 through 39 of the Recommended Order are fully supported in law, and are adopted and incorporated as if fully set forth herein, ORDER Based upon the foregoing Findings of Fact and Conclusions of Law, it is ORDERED that Andres Monsalve's outdoor advertising permit applications numbered 57196 and 57197 are denied. DONE AND ORDERED this �; lday of January, 2009. U Stephanie C. Kopelousos Secretary M Department of Transportation N.5 Haydon Burns Building 605 Suwannee Street �- Tallahassee, Florida 32399' Page 4 of 5 NOTICE OF RIGHT TO APPEAL THIS ORDER CONSTITUTES FINAL AGENCY ACTION AND MAY BE APPEALED BY ANY PARTY PURSUANT TO SECTION 120.68, FLORIDA STATUTES, AND RULES 9.110 AND 9,190, FLORIDA RULES OF APPELLATE PROCEDURE, BY FILING A NOTICE OF APPEAL CONFORMING TO THE REQUIREMENTS OF RULE 9.110(d), FLORIDA RULES OF APPELLATE PROCEDURE, BOTH WITH THE APPROPRIATE FILING FEE, AND WITH THE DEPARTMENT'S CLERK OF AGENCY PROCEEDINGS, HAYDON BURNS BUILDING, 605 SUWANNEE STREET, M.S. 58, TALLAHASSEE, FLORIDA 32399- 0458, WITHIN THIRTY (30) DAYS OF RENDITION OF THIS ORDER. Copies furnisher) to: Kimberly Clark Menchion, Esquire Assistant General Counsel Department of Transportation Haydon Burns Building 605 Suwannee Street, M.S. 58 Tallahassee, Florida 32399 Errol H. Powell Administrative Law Judge Division of Administrative Hearings The DeSoto Building 1230 Apalachee Parkway Tallahassee, Florida 32399-1550 Lynn Holschuh State Outdoor Advertising Administrator Department of Transportation Haydon Burns Building 605 Suwamiee Street, M.S. 22 Tallahassee, Florida 32399 Linda L. Carroll, Esquire Carroll Law Firm 1260 SunTrust International Center One Southeast Third Avenue Miami, Florida 33131-1714 Joseph DeMaria, Esquire Amanda Quirke, Esquire Tew Cardenas LLP 1441 Brickell Avenue, Suite 1500 Miami, Florida 33131 Page 5 of 5