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HomeMy WebLinkAboutZB 09-14-09 Backup DocumentationSeptember 1 2009. Miami Z Board. Backup D % F4 w\gcRlib\D\ la + so September 1 2009. Miami Z Board. Backup D TEW • CARDENAS LLP A T T O R N E Y S A T L A W MIAMI • TALLAHASSEE • WASHINGTON DC AMANDA L. QUIRKS, N`ITER'S IDIRf-. "T1ANE. 305.535.8210 1-INIAH.: AQ@Jewllaw.com May 22, 2009 FOUR SEASONS TOWER 15TH FLOOR 1441 BRICKELLAVENUE MIAMI, FLORIDA 33131-3407 T 305.536.1112 F 305.536.1116 WWW.TEWLAW.COM Ms. Teresita Fernandez 01. City of Miami Clerk of the Hearing Boards 4 444 S.W. 2nd Avenue HAI V. Miami, Florida 33130-1910 Re: Appeal of May 20, 2009 Zoning Administrator Determination Dear Ms. Fernandez: In accordance with Article 18 of the City zoning code, please consider this a Notice of Appeal of the Zoning Administrator's determination dated May 20, 2009 (the "May 20 Determination," attached as Exhibit A) which certifies that the proposed outdoor advertising sign located on Miami Dade County Folio # 01-0110-090-1070 (the "Lummus Sign") is "in compliance with all duly adopted local ordinances and has been or will be issued the necessary permits." This application was improperly authorized by the zoning administrator, because there is a pending appeal on the denial of the renewal of the local government approval for an outdoor advertising sigh within 1500 feet of the Lummus Sign. On May 22, 2008, the City of Miami gave local govermnent permission on FDOT Forin 575-070-04 (attached as Exhibit B) to Outlook Media of South Florida LLC ("Outlook") for an outdoor advertising sign located on Miami Dade County Folio 01- 4137-036-0020 (the "CanPartners Sign"). On February 13, 2009, Outlook submitted a request for the renewal of the local government permission for the Canpartners Sign, as well as several other locations previously approved by the City (the "Renewal Locations"). Outlook submitted a revised request on February 18, 2009 (the "February 18 Request," attached as Exhibit C), to clarify that the Renewal Locations, including, but not limited to the CanPartners Sign, were requested on behalf of CBS Outdoor, Inc. ("CBS"). On February 19, 2009, the Zoning Administrator denied the February 18 Request, and Outlook appealed to the zoning board in accordance with Article 18 of the City Zoning Code (the "February 24 Appeal," attached as Exhibit D). The February 24 Appeal remains pending as of this date. In accordance with Section 1803 of the City Zoning Code, "[a]n appeal stays all proceedings in furtherance of the action appealed Ms. Teresita Fernandez City of Miami Clerk of Hearing Boards May 22 2009 Page 2 of 2 from." Therefore, since Section 926.15.2.1(a) requires that all outdoor advertising signs shall be spaced a minimum of fifteen hundred (1500) feet from another such advertising structure on the same side of a limited access highway including expressways facing in the same direction, no outdoor advertising sign can be approved by the City within 1500 feet of the CanPartners Sign (or any of the other Renewal Locations) while the February 24 Appeal remains pending. For these reasons, Outlook hereby appeals the May 20 Determination granting local government permission for the Lummus Sign. The Lummus Sign is not "in compliance with all duly adopted local ordinances" because it is located within 1500 feet of the CanPartners Sign, which is the subject of a pending appeal. A- ALQ: Enclosure cc: Santiago D. Echemendia, Esq. Joe Little Glenn Smith, Esq. Harkley Thornton TEw CARDENAS LLP Four Seasons Tower, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 RECEIVED JUL 1 7 2006 FLORIDA DEPARTMENT OF TRANSPORTATION 57"70.04 } - MC44T OF WAY oGc-lam RE: LftmenaS Application for outdoor advertising sign permit To be completed by applicant: Name of Applicant or Company: G 8.5 DW Lp?' P f,✓'G Sign is: ❑ existing proposed Gounty:"&d/- PE Municipality, if applicable:41 1 Highway Name & Number. S ft4l'5 Sign location descrilption: IVIFS'1 5 f to SOF ,:r S R '9 ;Z 10 / SOur# P% AIkl Section: / Township: 5V r Range: Parcel 1D#: DI ' //O' 674 D — %O t a To be completed by appropriate zoning official: Designation of parcel on the Future Land Use Map: O FF'IG The allowable land uses under this designatio are (list all):y ii Current zoning of panni (from Land Development Regulations). O <✓r The allowable land uses under this designation are (list all : 0 F leg NOTE: Copies of the applicable pages of the land use documents may be submitted in lieu of listing all allowable uses above. Is location within city limits: (YYes ]--] No if yes, name of city: C-! 7-Y OF �iij�•G�'J Please provide the name and telephone number of the person the Department may contact if additional information is required: p Name: O u r e s -51a 7'4,/Z-- Telephone #f: 367 �/ � � � 7` ?j I certify that the above information reflects the designation of the parcel as it shown on the current comprehensive plan adopted pursuant to chapter 163, Florida Statutes, and that I am authorized to sign this form on behalf of the 4 county/munici til y9medabove, Signatti Date (J� e t J ©u rGt/ �S c �G Z � ri r 0ti' �-i�t rn in /S 7 2 �' r Printed Name and Title T NOTE: Form must be completed not more than six (6) months prior to receipt of the completed outdoor advertising permit application by the Department. Local Government Permission: Please complete„the items below. You may submit another form of written statement indicating that the sign complies with all local governmental requirements. For a proposed sign location, .a copy of the building permit issued by the local government may.>be submitted. The outdoor advertising sign identified in this application: Pin compliance with all duly adopted local ordinances and has been or will be issued the necessary permits. not in compliance with local ordinances, but is legally existing as a nonconforming sign. []is not in compliance with local ordinances and isfwould be considered to be an illegally maintained structure. I certify that I represent the govemmentai entity within whose jurisdiction the sign described herein is located and that the ..determin .. atiovg5gected in this section de,under my delegated authority. Signa� 1 Gover3—tent L.zmc r _ 'Date` sl,q 7Jyi4 Z o n l n c, �rn i q( Printed Name and Title NOTE: Form must be completed not more than six (6) months prior to receipt of the completed outdoor advertising permit application by the Department. FLORIDA DEPARTMENT OF TRANSPORTATION 575.070-04 RIGHT OF WAY ' OGO-10100 RE: Application for outdoor advertising sign permit To be completed by applicant: Name of Applicant or Company: Outlook Media of South F or aLC Sign is: ❑ existing xQ proposed County: Mi am; -Dade Municipality, if applicabler_Cj,t y of M'jmom,' Highway Name & Number: 1-95 Sign location description:. SE corner of W. Flaaler & SW N River Drive (328-334 Flagler) Section: Township: Range: Parcellm 01--4137-035-0020 Tobe completed by appropriate zoning official: r Designation of parcel on the Future Land Use Map:.? si tt„ The allowable land uses under this designation are (list a!I);, p rj -.. - 14A A.4 ,lr,,r. , &'-At...,...L Current zoning of parcel (from Land Development Regulations): The allowable land uses under this designation are (list NOTE: Copies of the applicable pages of the land use documents may be submitted in lieu of listing all allowable uses above. 0). —d Is location within city limits: (gYes ❑ No if yes, name of city:.,.- M l ciml Please provide the name and telephone number of the person the Department may contact If additional Information is required: / Name: ? iJ 'e Telephone #:�, Y I certify that the above information reflects the designation of the parcel as It is shown on the current comprehensive plan adopted pursuant to chapter 163, Florida Statutes, and that l am authorized to sign this form on behalf of the county/municipality narppd above: f /7 Signature .aiL/0 0 0 ed e .5 2_7 rn ry a s) t.a 1' . k" f o? i NOTE: Form must be completed not more than six (6) months prior to receipt of the -completed outdoor advertising permit application by the Department. Local Government Permission: Please complete the items below. You may submit another form of written statement Indicating that the sign complies with all local governmental requirements, For a proposed sign location, a copy of the building permit issued by the local government may be submitted, The outdoor advertising sign identifled In this application: Is in compliance with all duly adopted local ordinances and has been or will be issued the necessary permits. Is not In compliance with local ordinances, but is legally existing as a non -conforming sign. ❑ls not in compliance with local ordinances and is/would be considered to be an illegally maintained structure. I certify that I represent the governmental entity within whose Jurisdiction the sign described herein is located and that the determinatior�refl,scted in this section Isiade under my delegated authority. and NOTE: Form must be completed not more than six (6) months prior to receipt of the completed outdoor advertising permit ,application by the Department. TEW • CA.R DENA.S LLP A T T O R N E Y S A T L A W MIAMI • TALLAHASSICH • WABHINGTON DC AMANDA QUIRKK �i'Ri'I'1'sR'.S' I)iRfaC'i' 1„IN1:7 305,536.8216 G:41AI , AQ(4 owlaw.emn February 18, 2009 VIA FACSIMILE Ms, Lourdes Slazyk Assistant Director Planning and Zoning Department City of Miami 444 SW 2” d Avenue Miami, Florida 33130 FOUR SEASONS TOWER I STHFLOOR 1441 BRICKELLAVENUE MIAMI, FLORIDA 33151 -3407 T 305.536.1112 F 305.536.1116 WS9W.TEWLAW. QOM Re, Renewal of Outdoor Advertising Applications- Revised Request Dear Lourdes: In accordance with the request of CBS, please accept this revised request for the renewal of the outdoor advertising applications, originally submitted on February 13, 2009. This revised request is a clarification that Outlook is requesting the renewal of the approval of the following applications on behalf of CBS. As you are aware, under Section 4(c) of the CBS Settlement agreement with the City of Miami, the City's approval of a location becomes null and void if an. FDOT permit is not issued within 280 days of the City's signature on FDOT Form 575-070-04, In addition, FDOT requires local government approval within 6 months of the application to FDOT. Therefore, Outlook Media of South Florida, on behalf of CBS, is requesting the renewal of the approval of the City of Miami for the following locations: Bakehouse Contemporary Contractors GT Used Trucks Brickell Village Land Elks Lodge Sevennine CanPartners Realty Gibson Park Mary Mays The Little Old Real Estate Tanaka Lourdes Slazyk February 18, 2009 Page 2 of 2 Applications are attached for each one of the aforementioned locations. Please stamp the attached applications received today, and advise when we can pick up the stamped, received copies for our files. Thank you for your assistance. cc: Glenn Smith Warren Bittner Harkley Thornton Santiago D. Echemendia 520242.1 Sincerely, Amanda L, Quirke TE,w CARDENAs LLP Four Seasons Towor, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 TEW e CARDENAS LLP A T T O R N E Y S A T L A W MIAMI - TALLAHASSEE - WASIfINOTON DO AMANDA L, QMR10t Nviurfsit's Diff C'),1.a r, 305.536,8216 E-NL SLI AQ(fr;. mVhAW.w1rj February 24, 2009 Ms. Teresita Fernandez City of Miami Clerk of the Hearing Boards 444 S.W. 2nd Avenue Miami, Florida 33130-1.910 FOUR SEASONS TOWER I5TH FLOOR I44I BRICKELLAVENUE MIAMI, FLORIDA 33131-3407 T 305,536.1112 F 305,536,I1I6 WWW.TEWLAW.COM Re: Appeal of February 19, 2009 Zoning Administrator Determination. Dear Ms. Fernandez: In accordance with Article 18 of the City zoning code, please consider this a notice of appeal of the zoning administrator's detennination dated February 19, 2009 (the "February 19 Determination," attached. as Exhibit A) that the request for renewal of outdoor advertising signs by Outlook Media of South Florida ("Outlook") is not authorized. In support of the determination that Outlook's request for renewal is not authorized, the zoning administrator refers to the following documents: 1, February 18, 2009 letter from CBS Outdoor to the City of Miami, stating that "CBS has not authorized OM to present the Renewal Applications to the City." 2. August 26, 2008 letter from CBS Outdoor to the City of Miami, allegedly withdrawing the "blanket leiter of consent dated May 2, 2008 authorizing 'the City to approve FDOT application forms by Outlook Media of South Florida, LLC on our behalf," The City of Miami is aware of a Letter of Understanding executed ora or about May 1, 2008 between CBS and Outlook, attached as Exhibit B. In accordance with the May 1, 2008 Letter of Understanding, CBS sent a letter dated May 2, 2008 (the May 2 Authorization, attached as Exhibit C), stating that "in accordance with the terms of the Agreement, 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," Outlook submitted applications :for the following sites, in reliance on the Letter of Understanding and the May 2 Authorization; Ms. Teresita Fernandez City of Miami Cleric of Hearing Boards February 24, 2009 Page 2 of 3 a. Bakehouse - Miami Dade County Folio 013125-020-0630 b. Conteinporary Contractors - Miami Dade County Folio 01-3124-003-1440 c. GT Used Trucks - Miami Dade County Folio 01-3125-035-0360 d. Brickell Village Land Company - Miami Dade County Folio 01-0205- 000- 1131 e. Elks Lodge - Miami Dade County polio 01-3124-001-0340 f. Sevennine - Miami Dade County Folio 01-4138-001-2070 g. CanPartners Realty - Miami Dade County Folio 01-4137-036-0020 h. Gibson Park - Miami Dade County Folio 01-3136-058-0010 i. Maly Mays - Miami Dade County Folio 01-3136-036-0020 j. The Little Old Real Estate - Miami Dade County Folio 01-3125025-0280 k. Tanaka - Miami Dade County Folio 01-3113-025-0041 Furthermore, the above referenced applications were submitted prior to the August 26, 2008 CBS letter, which is cited as a basis for the February 19 Determination, Since Outlook acted in reliance on the Letter of Understanding and the May 2 Authorization, CBS is estopped from attempting to revolve any authorizations or prior approvals of the above referenced applications. The effect, if any, of the February 18, 2009 and August 26, 2008 letters from CBS on the Letter of Understanding and the May 2 Authorization is a matter of contract interpretation between CBS and Outlook. It is not within the City's purview to interpret or detenninc the effect of the. CBS letters dated August 26, 2008 and February 18, 2009. Revocation is governed by the principals of contract law, and is clearly not within the scope of the zoning administrator's duties which are limited by the "terms, provisions, and requirements" of the zoning ordinance. (City Zoning Code Section 21.01.2). Please accept this notice of appeal, in accordance with Article 18 of the zoning code. Furthermore, in accordance with Article 18, all actions are stayed pending resolution of this appeal. The February 13, 2009 letter requested that the attached applications be stamped received by the City on that date. Therefore, no applications should be accepted or approved within 1500 feet of the locations proposed for renewal, Taw CAl i)wAS LLP Four Seasons Tower, 15th Floor, 1441 Brickell. Amme, Miami, Florida 33d$1-3407 - 305-536-1112 Ms, Teresita Fernandez City of Miami Clerk of Hearing Boards February 24, 2009 Page 3 of 3 pending the outcome of this appeal of the zoning administrator's determination that the February 13, 2009 request is not authorized. Sincerely, .Amanda L, uirke ALQ: Enclosure cc: Santiago D, Echemendia, Esq. Joe Little Glenn Smith, Esq. Harlcley Thornton Trm CARDENAS LLP Four Seasons Tower, 15th Floor, 1441 Briokell Avenue, Miami, Florida 33131-3407 - 305-536-1112 n February 19, 2009 Amanda L. Urke Taw Cardenas, LLP Faun Seasons Tower, 15" Floor Miami, Florida 33181 f Re, Renewal of Ouidoor Advertising Applications Door Ms. Qtalrke,, d2 r'Y[)lita (3,4NDEZ, P r. evil ,,,�yee I am in rer,elpt of a faxed letter with back up From your office dated February 23, 2009 anti' j id again, as modified, dated February 18, 2009 requesting renewal of certain outdoor advartislns:sig") am Informing you that, icer The nttarhed irsttars from CB5, and their representatives, the request 1,%'A authorized. sincerely, (A00rdoeN41azyk Uning Administmtor Orlando of Planning, Dullding and Wins; Warren Wttnas, Asslstent QTy Morney Vorunioa Xlques, AsMstnnt C11y Attorney Plett7r Bockweg„ Mslstant to Seniar Dir000r of Planning, Quilding and Zoning f, H'ARThif';N'r ( )r K)NIN01 ...... ...,n .... I.,,n W-1—,IWOIt I h,l 011-I0 111Ruden mcclosky T,obruary 18, 2009 Fax a>u 7..11 811 M4, Lourdes S1axyk Assistant Dia'ectal' Planning and Zoning Department City of Mrtuni 444 SX 2nd Svoot Miuni, p'latida 33130 80d RA89'}liiMM SOULi suIf; r-Q&T tAUDERV)ALR, PLOFQD,ti q POST MICE W3 ,,j FORTLAUD09DALP, rrr,�MID4°'11 .,.... _ _.�. ' .I GLLN'at;SM!'I'I�QpailDl �!� f t I 'Ru, Letter stated February 13, 2009 (the "Fobruary 13, 2009 Lettee) front conn! out)ook Media of Smtb Florida, LLC(" OM'') regarding `Renewal of C3�`: �r Advortiaing Applications" ("Renewal AppllatLtiuxrs") Dear Itis. Sinzyk: As ycm arc aware, this ffiml reprosents CESS Outdoor, lnu, ("CMV), This letter isms �Lg sunt to you on hebalf of C138 in rosponse to 41>.v February 1:3, 2009 Lotter to you from court, Or OM. in tbo Pebrui ry I1 , 2009 Utter, uoumc) fpr OM rcctuests approval by the City of , nx (the "City") of the Renowal Applications tinder the CBS Settlomcat, ftnluoment with tho. )y Please be advised that CBS has not authorized OM to present tha itez ewal Applipationo, o City, Therefore, CBS requests thnt.the City take no action on the ken©wal Applicationfl 14 l,he City roceives fut tbtir oammuni"tions regt)rding same from CBS. Thank you 11:rr your courtesy and mopprotion in this manor. Please contj0`" ,6 undusi,gile'd if yaia ha'vc any questfions. Sincerely, Cionn N, Smith GN&.1ad ITTU,3073299.) RUpEN, 1vMcCL05KI( SMITH, SCHUs'f R & RUMELL, P.A. gUG1 YA1pN • GAWVI/15 FT. jr UUlRUAIk ` MIAMI MANOLI I rURT ST. IMIC • $A0Ayt7TA " 51. PTIF45MM • VAUAHA FAL r TAMPA ' MST I'.:. 4 G.CH Page 7 C;C, Warren Bitta<ae , Rsq, (vin email) Mr, Harrhy it, T,'hamwn (via e-mail) Santiap Splimiondiu, Psg, (via a -mail) Amanda Quirke, Bsq, (via a -mail) Mr. Pieter Bookwog (via a -mail) Mr, Joe little (via c.mdl) Mr, Orlando Tolodo (via a -mail) I?avid Posy, Esq, (vitt o.Tnail) Mr. J. C. Clonentq (via e-mail) Mr. Billy Long (vitt e-trtail) Mr- Edward Scherer (via e-mail) FTL:3973209:1 RUDCN, MeCLOSKY, SMITH, $CHUST[R & RU5535LL, ?A, ROLA RATON V (AItA(AS • 11, LAVOCKfWE MIAMI I NAPILS • URLANOP I PO81 61, LVU V SARASViA I dG PETENSVURQ 0 1WANARS11I + TAMPA F WQ81 PA ft I• $CBS OUTDOOR A.tlgmq 26, 203 Paer tilncl«vG[;' Assistant to Seniclr .Dlmalor City of Miami 444 SX and Av c, Mimi, FL 13130-1910 RF,',., 1.,etter Of Apprtrval for PDOT Outdoor Advanidng Permit ApplloKtions Dow Voter; C)uWoor, Inc, buivAlith witlldvam its blanket letior of consent dated May 2. 2008 mllborizing the City to approve FDOT applioation forim 1)y Outlook'Medla ui'Somh i'1c�rielal, l_,1'.,(" arl aur i7ehatlf'. A copy of that leiter i5 auRolled, KencLromb, 1,111y 'i''19l' T MAdoor advertfsing applieaunn i'arnl aubmii.tcd to tho City by �, Outlook 1111181, 1110judo a. tipoei lvc l aborixat:lon from CBS Chad= hadleming ow applIOVIt. and authorizing thy^ City to pxucass the FDOT form pumm ant to ok.ir Sattlement Agroeal oN with tht; City. FiCMe 1ce1 t"MM to carltaat x110 il'you haul:✓ any qut:ajoils, I�4spGcifully, ,e h.i�tl4 C 13ti Outd.00r,'frac;, VP Kattil )"'.sotto sf3 Cc,, Santiago Euhumealtlitt ?F�•i(11�,Vt'. a'1'i'11 (,Arial:, POMPANO 17 f. AN -1, 1'L )306f • a�154) 971-7,9 5 • PAX (Lt54) 9721.2913 e "�JZwol.c�7m 011Ruden ,McClosky April 21, 2008 Santiago Lrchemendia, Esq, Tew"Cardenas LLP Four Seasons Tower 1441 BrickelI ,Avenue., 15th floor Miami, Florida 33131-3407 M(RDO EAST BROWAFID sOUI.EVARD SQ ITE- 1600 FORT LAUDERDALE, FLORIDA 33301 POST OFFIOF Box loon FORT LAUDERDALE, FLORIDA 33302 (964) 627-206 FAX: (054) 333-4o6B GLFNN.SMITH W RUDEIV,00M Re, Letter of Understanding between CBS Outdoor, Inc. ("CES") and Outlook Medin of South FIbrida, LLC ("OM") bear 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 CES and the City of Miami ("City"), The parties acknowledge and agree as follows; 1. CBS is nogatiating and attempting to finalize a Settlement Agreement with the City whereby the City will issue 15 amended perats .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 .rprnoved) sign faces for each new sign face constructed pursuant to an Amended P=At, 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; b, Under the Settlement Agreement, CBS seeks to obtain 7 Initial Amended Permits (as defined in the Settlenjent Agreement), one of which is tentatively agreed to be located in Tose Mmli 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 FINAL.D00 ... ro.m, RULAN, McCLOSKY, SMITH SCHUSTER & RUSSELL, P,A, CARACAS i ET, LAUDERDALE • MIAMI • NAPLES • ORLANDO • PORTST,LUCIE • SARASO'fA w ST.I1ETEkSRURCf •�YAIIAHAttP., 'YAA1nn Page 2 Company, located at approximately nnMW (the IUM 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 sublease 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 (tile "Porcentage, 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 cighty-five percent (95%) of the sum of the Base sent and Percentage bent 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 hercto and incorporated herein, C. Provided OM obtains four (4) additional sites for placement of signs pursuant to Amended Per4.uts under the Settlement Agreement, CBS agrees to accept said four (4) sites provided CBS deems each site to be con;arraercially viable, "Co,rMlaercially Viable" means inter alia, , CBS' determination that the annual base and percentage rent payrraer�ts due the lease are acceptable, CBS can obtain City and FDOT permits to construct a double- ,underfaced 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 ("Con�nercially Viable Locations"), The parties agree that a lease that contains an annual base rent term of up to VIM on I-95 north of 1395 and 61W on 5-95 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 sublessee, 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%n of the combined lease rent from the previous year (Base Pent plus Percent 9Q0nt 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 QM for each of the Commercially, 'Viable Locations, a development fee of upon the earlier of issuance'of the Certificate of Occupancy for the applicable sign 'by the City ax orae year from the first issuance of the FDOT pernrait ("Development 1�ee"). CNS agrees not to discriminate between CBS developed signs and OM developed signs iu pits construction schedule, C., , Provided that OM rodtices the p ,Site orad four (4). additional Con=orcially Viable Locations, CBS will assign to OM the rights to one (1) of its amended perndts under the Settlement Agreement with the City. CBS will assign to Qlvl, and FINA DOC RUDER, MCCLOSKY, SMITH, SCHUSTER & RUSSELL., P,A. CARACAS, FT. LAUDERDALE K MIAMI - NAPLES r ORLAN DD PORT ST, LUCIE 0 SARASOTA • ST, pPPER„ bURC • TAI I AHASSFF I TAMPA Y n,111 nr,nri Page 8 ,QM will assume, CBS's rights and obligations underAbhe Settlement �,greernent to said amended permit except for CBS' obligations pursuant to paragraphs (70d), (8a), and (12a), C138 will provide for the removal of two (2) of its existing sign structures to allow the City to issue the said AnAended 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 yr each plus interest rate equal to the IRS imputed rate, In the event an affected location is lost due W redevelopment, and QM can provide a Commercially Viable alternative acceptable to CBS, the, obligation for payment of the fee will continue, hi the event no such alternative location can be found, no further Development Fee�paymonts will be made pursuant to that particular location and the partaes 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 131-1, as ameneded from time to time, as appropriate removals for Amended Permits in the Settlement Agreement, Additional possible sigxa 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 13" amended permit to construct a sign on expressways in the City. If CBS accepts a Commercially Viable Location :From OK OM will 'be paid compensation as set forth in 2c hbove, ZF (BS uses to improve one of its existing locations, CBS will pay OM a 0 Dollar Development fee and no reut. 9 CBS obtains a site for the 13th permit based on 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 Commercially Viable Location obtained by OM and if the economicsdof the two (2) .sites are within five percent (5%) of each other, CBS will select the OM site, FINALD00 y RUGEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, p A CARACAS • FT. LAUDERDALE -MIAMI ' NAPLES -ORLANDO -PORT 5T. LUCIE • SARASOTA - ST, PETERSBURG a TALLAHASSF.F • TAMPA . WF¢7PMAA nrarH Page 4 b, CBS will assign the 14`h and 151h 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 n of the market and development of leases, d. The parties agree that CBS will incur costs and lost revenue for the rernaval of signs necessary for the development of the 13 -15th 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, V�% 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 Mianu at any tinge 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 tears 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 lielatew_ d Assets")) on the following terns and conditions: If OM desires to convey all or part of its interest in a Billboard or Billboards (or any of the B111board Related ,Assets), collectively or separately, then UM shall first provido CBS with a written notice (the "First Refusal Notice") stating that OM desires to make such a conveyance and c-nelositxg a true and correct copy of the terms and conditions of the, agreement between OMand 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 a4d -conditions of the }proposed conveyance (the ql ra osed Towns") and .the name, addiess and telephone number of the third party, The First ReAlsal 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 snake the conveyance to C13S pursuant to the Proposed Terms, CBS will accept the conveyance from OMaursuant to the Proposed Terms, notwithstanding Closing shall occur ng less'than six (6) ;montla.� Ater the expirations of the .Ameptance Period (or such later time as may be set forth in the Proposed Te' Ms), attd dais Agre�ment'shall tenninate with respect to the subject Billboard. or Billboards at closzng, 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 izr accordance with the terms hereof by OM to such unaffiliated bona fide FINAL 00 RUMEN, McCLOSKY, SMITH, SCI -LUSTER & RUSSELL, P.A, CARACAS � rL, LAUDERDALE . MIAMI v NAPLES • ORLANDO • PORT ST. LOCK • SARASOTA I ST, PETERSBURG - TALLAHASSEE v TAMPA v WEST PALM REACH Page 5 third party purchaser, Any proposed convoyarlce 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 includin& in the event of the death of Markley 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, contimiation of the default could result in the termination 01 the Lease, C13S may take as a credit the cost of curing such default against any other amounts due OM in Miami -Dade County, PL, OM will seek to have landlords add CBS to any legal notice requirement they might give, G. 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 Haat 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 thifty (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 coanplete a full agreement shall not invalidate the terms of this Lotter of Understanding or excuse either Darty from performing its obligations and responsibilities as set forth herein I' you axe in agreement with the foregoing, please indicate same below, I will proceed with the necessary documentation to effect the intentions expressed herein, Sincerely, CBS OUTDOOR, INC. By: --r FINALAOC RUQEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. CARACAS • FT. LAUD ROALE • MIAMI - NAPLES • ORLANDO • FORT ST. LUCIE . SARASOTA - ST. PETERSBURG - TALLAHAS$kE I TAMPA • WEST PALM BEACH Fags 6 Acknowledged and Ag eed; This 4,t day of � 2008 0P MAL,MO .by RUDEN, McCL05KY, SMITH, SCHUSTER & RUSSELL U, CARACAS P FT. LAUDERDALE -MIAMI • NAPLES - ORLANDO PORT ST, LUCIE I SARASOTA . ST. I'VERSBURO a TAII AHAAW v TAMPA • WFGT r,Al AA imArm C $CBS OUTDOOR May 7, 2000 Orlando Toledo Senior Direr for City Manngvr's Office City of Miami 114 SW Znd AVenUe Mla nil, Florida 33130 Dow. Orlando, CBS Outdoor, Inc, and Outlook Media of South Florida, LX have slgned a letur of understanding dated May J., 7008 (the "Agreement"), Please accept this latter as confirrnAlon that in accordbnce with the terms of the Agreement, CBS Outdoor, Inc, consents to Outlook Media of South Florida, LLC filing Appllcaklons ror Outdoor .Adverdsing permits Wid'i the Florida Department or Transixitation on our behalf, Yours truly, Oul;l;door, Inc, 9�v Lit t,10 OV Real 1 --state SE 6904 (AP RI''S5 V.(�R K r)1iIVQ, ...,,AN11.PA, ...111,1.16.14 44'(t^' (KI1) KXH,5541 1,VAX .,(81'0 8N6 -87,}{4 _.,,`I r�� �lr,rrr.rrirrr