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Home My WebLink AboutZB Supporting DocumentsRECEIVED JUL 1 7 2000 FLORIDA DEPARTMENT OF TRANSPORTATION 575-070-04 t RIGHT OF WAY ^ OGc -1N08 RE: Lu~5 Application for outdoor advertising sign permit To be completed by applicant: Name of Applicant orCompany: G $.S Z9 L �o ,✓G - Sign is: ❑ existing proposed County:" N/- ,4A5 Municipality, if applicable: j f T y OF /f-11�9�-1 Highway Name �& Number. S �r� 1�d 19I 9 Sign location description: Section: _ Parcel !Dk Range: / To be completed by appropriate zoning ofitdial: Designation of parcel on the Future Land Use Map: trJF i� IGS The allowable land uses under this designatia are (list all): Current zoning of parcel (from Land Development Regulations): The allowable land uses under this designation are (list all : OFF 1G15' 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 cityilimits: [YYes ❑ No If yes, name of city: C -I fY 99F IYJ,4,t Please provide the name and` telephone number of the person the Department may contact if additional information is required: Name: O u r 5 c��C/ Zai Telephone* 305- t1/!'B � / � ? j I oertify 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 countyimunici lit g9med above: i SignaWamu' �w,einme Date / 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 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 maybe submitted. The outdoor advertising sign identified in this application: kIs 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. ❑Is not in compliance with local ordinances and istwould 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 ,determinatio cted in this section ted under my delegated authority. Sign I Goven 'Dent'Date - 0lJ Gtf-es s- G> ?J�� d h t /l G_ m / 17i Name and Tole J NOTE: Form must be completed not more than six (6) months prior to receipt of the completed outdoor advertising permit application by the Department. ca, ? FLORIDA DEPARTMENT OF TRANSPORTATION 575-070-04 RIGHT OF WAY OGO -10!08 RE: Application for outdoor advertising sign permit To be completed by applicant;: Name of Applicant or Company; Outlook Media of ou h Fl ori da LLC Sign is: ❑ existing XX proposed County: Mi am; -nade Municipality, if applicable: City of Miami Highway Name & Number; 1-95 Sign location description:. SE corner of W. Flaaler & SW N River Drive (328-334 Flagler) Section: Township; Range: Parcel ID#: 01-4137-036-0020 To -be completed by appropriate zoning official; Designation of parcel an the Future Land Use Map; � fo X410 /e Ct The allowable land uses under this designation are (list all).-. Current zoning of parcel (from Land Development Regulations): • The allowable land uses under this designation are (list NOTE: Coples of the appiloable pages of the land use documents may be submitted In lieu of listing all allowable uses above. 0.-1 Is location within city limits; to Yes ❑ No if yes, name of city; Please provide the name and telephone number of the person the Department may contact if additional Information is required: / Name: J tJ �" �[2,; Telephone # ! 6 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 I am authorized to sign this form on behalf of the county/municipality namod above: I A Signature 0. 71FE 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 compiles 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: Nls 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. Ells 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 determinatlowflpcted in this section is7iade under my delegated authority, NOTE: Form must be completed not mpore 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$ A T L A W MIAMI • TALLAHA98RB . WABHINGTON DC ANIAlNDA QUIRKS �i'RI'1'F.R'S I)lrtrc'T I;.INI.; 305,516,8216 F,-* •1AU.i AQ@-wY1aw.ewn 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 16TH FLOOR 1441 BRICKELL AVENUE MIAMI, FLORIDA 33131-3407 T 306.636.1112 F 305.636.1116 WWW,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 Briekell Village Land Elks Lodge S evennine 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 TEw CARDENAS LLP Four Seasons Towor, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 -305-536-1112 T"EW - CARDENAS LLP A T T O R N B Y S A T L A W MIAMI • TALLAHASSEE • WASHINGTON DO 4h9.'1tipA 3:., QUIRI:Is' 305,536,$2.16 E'-NTA.1.4; sAQ@,,tewbtr cwn 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 15TH FLOOR 1441 BRICKELLAVENUE MIAMI, FLORIDA 33131.3407 T 305.536,II12 F 305,536,11I6 WWW.TFWLAW.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 deternnination 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 letter 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 on 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 Authorization: Ms. Teresita Fernandez' City of Miami Cleric of Tearing Boards February 24, 2009 Page 2 of 3 a. Bakehouse - Miami Dade County Folio 01-3125-020-0630 b. Contemporary 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 p'ol'io 01-3124-001-0340 f. Sevemrine - 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. Mary Mays - Miami Dade County Folio 01-3136-036-0020 j. The Little Old Real Estate - Miami Dade County Folio 01-3125-025-0280 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 determine 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 2101,2). 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, TEw CARDP-NAsLLP Four Seasons Tower, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 - 305.536-1112 Ms, Teresita Fernandez City o f Miami Clerk of Searing 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, NY4 Amanda L. uirke ALQ: Enclosure cc: Santiago D. Echemendia, Esq, Joe Little Glenn Smith, Esq, Harldey Thornton TEW CARDENAS LLP Four Seasons Tower, 15th Floor, 1441 Hrickell Avenue, Miami, Florida 33131-3407 - 305-536-1112 February 19, 2009 Amanda L. Urke Tew Cardenas, LLP Faur seasons Tower,151h Floor Miami, Florldo U131 of ,T�CxiC� Re: Renewal of Ouidoor Advertising Applications Door Ms, Quirke; d2 V [!:IVD RO 01, ANDEZ, P r., I am in recalpt of a faxed letter with back up from your office dated February 11, 2009 anti' I ; -.d main, as madified, dated Feiaruory 18, 2009 requesting renawal of certain outdoor advertislrta.sig 1116 am informing you that, per the nttarhad Erstter•s from CHS, and their rap rasentativos, the request E°rl'r� ,1 authorized. Sincerely, (AoorQs 9iaxyk Zoning Adminismitor GC; Orlando Tolodo, Srinlw, Qlrector of Planning, pudding and Zoning WDrran MMO, Asslstent OTy Mornay Veronrta Xiques, As5lstant City Attorney Pleter Bockweg, Asslstant to Senior Director of Planning, Wilding and Zaning ... ... ....n .�. i.nn •,•..I�. �...{..«rl H4, rilh.i Allh 011Ruden mcclosky 1'iabruary 18, 2009 US PBX AnkSLU'L,94—H. Ms, Loardog Slazyk Assistant Dire ,W planning and Zoning Departnwnt City of Mimi 444 SM, 2"d Stroot Mi=i, p'karida 33130 non BASTURowARn BOUL1 Nur; PGRT G,tiUu6RpAGt�„ r•LaRtp,l` PU$TOPPICR>Zl" PORT LAUDIbOXIA, FGt)RId+°'11 (P54) 0 II PaXt q:NY GLUN'N.SMI'1'14 RLIDr 11 r Re, Lotter dated Fobruaxy 13, 2009 (the " pobruary 13, 2009 Cutter') from collar , F Outlook Media of Sauth Florida, LLC ("tOM"� regarding; "Renewal of0 �r Advortisjing Applicationv" ("Ronewal Applications(') J)oarMs. Slazyk., As you arc aware, this fim reprosents CSS Outdoor, Ino, ('10.35"). This later isEis sent to you an behalf of MS in response tc) 4lte February 13, 2009 Lottertp you Pram aouln�. jhg �r OM, in the x^ebruary 13, 2009 Latter, counsel for DM requests approval by the City of (the "City") of the Renowal Applications and et the CBS Settlemcat. A6neomeat with th,y Please be advised that CBS has nt)t atjthori7,ed OM inpreso t the Rwowal A,.pplipations'. e City. Thcre'rnre., C738 rogtmts 'thut.thes City take no action on the �.enmal Applications U", 1'he City roceives futtbor oommvniGatians regtmiing same from CFS. Thank you liar yc,jul• courtesy and opoptrataon in this Tamtor. Please ront)r9`Gh..e 7. undcrSigne;d if You haVc any quostions. Sincexely, Clone N. Smith GNS .lad 11111,3073299:1 RUpEN, McCLOSKSMITH, SCHUSTM & RUSS>"LL, PA. I A. SPCA YA1(iN • GIAVACA5 - PT.IAuUI$DALF • MIAMI • NAPI.es • ORLANuq • rOX7 5i.luGE • SA4A.9n'FA " St. P[IFR58URG , IALLAHA AL * 7AMPA • ww I ;,. G�CN I�,K {i)'t; Page 2 Warren Bitmo , Raq, (via. e -mat)) Mr, Harkloy R, Thumton (via oanail) Saritiap Bohorrlendia, Baq, (via e-mail) ,Amanda Quirke, 'Esq, (via o -mail) Mr. Piety Bookwag (via c -mail) Mr. Joe Little (via o•mail) Mr, Orlando Tol$do (via email) David Posy, Esq, (via mnail) Mr. J. C. Clements (via e-mail) Mr. `Billy Lona (via a-metil) Mr- Edward Sohcrm (via mail) VrL:3973209:1 RUDEN, McCLOSKY, SMITH, SCHUSTGR & RUSSELL, P.A. SOCA MTPN V CARACAS • S 1, LAUM,Kf)ALE I MlhMI , NOLO' • URIANOR I PDVT by, LUCIf V SAM MA ' AI'. PETERSTlURQ I TOMAHAOU $ TAMPA r W@SI N ' R"(' $CBS OUTDOOR A-ugmst 26, 203 1'etar D ne!< yvl Assistant to Senlor Dimator Cyity of Mimi 444 8X 2nd Ave, Mikttni, FT, :13130.1910 R2,.- 1.4ttl-r Of ApprOval for :f, C')QT Outdoor Advertising Permh Applioations Cf.S ("Mdoor, In, hurewlth withdraws its blankot letlor of ounsunl dattod May 2. 2008 laulhariring 1:110 CRY to alllvowh T i��JT itPliliutttit)n forms try (')utJc>alc 'M0dla DI'South 1''lolieltt, I_,1:.C" on aur bc,,half, A uc�py cif tl1(�t lelce�r is atiwahaGl, Hencerortll, any 1''J:)OT madoor advellisinl applicadon form s,0m -wd tt7 ft City by C itl(1ok 11111's( 111clude, a $pmillo a ulhorilat'.lorl f'l'oor CMS Outdoor Indleating 013t apprC)NJ atYd authoriliag tho C:Ity to process tale T'"L?OT 'form punniant to Our Settlement Agroetl' oill with the C11y. blouse feel i:re,c° to conlwt Tno ii'you huvc: any ducemica, i�vsps�ctfltlly, , C33S Outdoor, 'Irlc;, VP Rottl 1'stiltu S1-� C ei Samir Echumendia .r..n...w.,.�.,...+...•....-.-inr.....w«.+-�+-..M.....w..T..v..-.......�...�+-...,,.--�..«-.�rw....•w....w....w.r.i...�.......-..��1 ,{ I.v....�...wr�-. V00 N.%', ITPI 1 1,ANT,`, POMPANO BT1ACH, PL, �300A • (954) 1)71..'A,9 , - TAX (954) y72 2943 e '� � 1f:dpur.ci7m OIIRuden McClosky April 21, 2008 Santiago Echemendia, Esq, TeVCardenas LLP Four Seasons Tower 144113rickell Avenue, 15th Floor Miami, F'lorlda 33131-3407 m1200 EAST BROWARD BOULEVARD TE I BOO FORT LAUDERDALE, PLOR DA 33301 POST FORT LAUD RDALE,, FLORIpA 33,302 (864) 627.2408 FAX: (064) W -406B GLENN,SMITH W RUDE11,COM Re; Letter of Understanding betwoon CBS Outdoor, Inc, ("CBS") and Outlook Media of South 11"1brida, LLC (110M11) bear Santy: This letter sets forth the understanding between CBS and OM concelning 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; 1. CBS is nogotiating and attenaptlng to finalize a Settlement. Agreement with the City whereby the City will issue 15 amended permits for the construction of new Monopole signs Mth double faces, on expressways located within the City, in return for which CBS will renjove 2 existing (or prceviously .r,=Oved) sign faces for each new sign face constructed pursuant to an Amended l iurit, subject to the terms and conditions of the Settlement Agreement between CBS and the City, 2, With respect to the Settlement AgMelnent witb the City, CBS and QM agree as follows; a, ` R, la, Under the Settlement Agreornent, CBS seeks to obtain 7 Initial Amended Permits (as dellned in the Settlement AgreeWent), one of which is tentatively agreed to be located in Tose 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 FINAL.DOO RUDEN, MCCLOSKY, SMITH, SCHUSTLR & RUSSELL, P.A. CARACAS I RJAUDERDALE 4 MIAMI - NAKES • ORLANDO I PORTST.LLICIE • SARASOU 0 5T,jVTFk4R11RC, • YAIIAHAttPc *'(AAto Page 2 Company, located at approximatelyMW (the '100 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 ONS for the 10�1, 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 "Thormton Lease", However, the Base Rent shall be, increased every five (S) years to an arnor)nt equal to eighty-five percent (&S%) 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 -QM sublease is attached hereto and incorporated herein, C. Provided OM obtains four (d) additional sites for placement of signs pursuant to Amended Pelx*& under the Settlement Agreoment, CBS agrees to accept said four (4) sites provided CBS deems each site to be commercially viable, "Ca,mnaercially Viable" means inter alfa, , CBS' determination that the annual base and percentage rent payments due under the lease are acceptable, C13S can obtain City and FDOT permits to construct a double faced auonopole sign that is 14X4$ 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 tertrr of up to MOM on I-95 north of 1-395 and on 1-95 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 sublessor and CBS will be the sub-lessoe, CBS Will pay rent to QM. for each site an annual base rent or twenty-five percent (25%a) 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 bent plus Percentage Stent paid, if any), Valess 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 Corrrmercially, Viable Locations, a development fee of 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 FDQT permit ("Development Tice"). CBS agrees not to discriminate between CBS developed signs and OM developed sighs in 'its construction schedule, e. , Provided talat ONSe roduces the lsM ,Site arld four (A). additional Commercially Viable Locaaans, CBS will assign to OM the rights to one (1) of its aiwnded permits under the Settlement Agreement with the City. CBS will assign to ()NI, and FINALDOC RUDER MCCLOSKY, SMITH, SCHUSTER s: RUSSE=LL, P.A, CARACAS - IL LAVPEKDAIT, % MIAMI N NAPLES NORLANDO • PORT ST, LVCIS M SARASOTA • ST, PVTERSBuRcl • TAI I ANASSFF • rAmp A A. ,nice r Page 3 OM will assume, CBS's rights and obligations underAi;he Settlement Ureerment to said amended permit except for CBS' obligations pursuant to paragraphs (70d), (8a), and (12a). CBS will provide for the removal of two (2) of its existing sign structures to allow the City to issue the said AO, ended 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 DevelolaMODt Fee will be payablo 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 4M 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 Fec payments 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 skull 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 skull not receive any compensation for CBS' development or redevelopment of these sites, h, CBS' acceptwice of the four (4) Commercially Viable Locations referenced in 2e above is expressly conditioned upon the City's approving all locations, on Exhibits B, and B' -I, as alneneded from time to t1ine, as appropriate removals for Annended Permits in the Settlement Agreement, 3, Additional possible sign locations; if said credit is obtained so that C138 is able to obtain a minimum of throe, (3) amended permits, the parties agree, to the following; a. CBS will use the 13t[' amonded porn -lit to constrUCf 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 dbove, IF CBS uses to improve one of its existing locations, CBS will pay OM a MINNINM Dollar Development fee and no mut, If CBS obtains a site for the 13th permit based on or uses the pera -dt 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 economics, of the two (2) sites are within five percent (5%) of each other, CBS will select the OM site, FINALMOC RUDEN McCLOSKY, SMTk {, SCHUSTER & RUSSELL, PA CARACAS • H. LAUDERDALE -MIAMI -NAPLES -ORLANDO • PORT 57. LUCIE • SARASOTA ' 57, P11YURNURC a TALLA LI AA&FF • TAMPA r W6CT VAI AA nrkr A Page 4 b, CBS will assign the 14`4 and 1514 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 resn.oval of signs necessary for the development of the 13-15`h permits, Recognizing those permits to be interchangeable, OM agrees to reiauburse 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 acid any lease obligation CBS is required to pay over the full term of the lease, whichever is less, ;� q, OM may sell 'its interest in a any signs or structures acquired pursuant to this agreement (hereinafter "Billboard" or "Billboards") and the City of Mian- at any time to all 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 terin of the Settlewent Agreement a right of first refusal to purcliase 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 lWatew d Assets")) on the following texas 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, "Eirst Refusal Notice") stating that QM desires to make such a conveyance and enclosing a true and correct copy of the terms and conditlons of the agreement between OMan.d the third party concerning Owner's conveyance of the Billboard or Billboards (and Billboard Related .Assets), together with a sworn certification that said agreement evldences all of the terms ait.d -conditions of the proposed conveyance (the `f ro osed Terins") and .the name, address and telephone number of the third party, The First Re lsal 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 (" ace taiace 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 np less than six (6) m.onth,§ Ater the expiratloia of the Acceptance Period (or such later time as may be set forth in the Proposed Te'f s), and d�is Agree rent 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 We in accordance with the toyms hereof by OM to such unaf'f'iliated bona fide FINAL,000 RUM, McCL05KY, SMITH SCHUSTER & RUSSELL, P,A, CARACAS ► PT, LAUDERDALE - MIAMI r NAPLES - ORLANDO - PORT ST. LOCTE , SARASOTA - ST, PETERSWRG - TALLAHASSEE + TAMPA r WEST PAI,M nEACH Wage 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 l3illboards to a related third party for the purposes of family planning, estate planning including 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, continuation of the default could result in the termination a the Lease, CBS may take as a credit the cost of curing such default against any other amounts due OM in Miamz-Dade County, FL, 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 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 lull agreement that can be executed within thirty (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 Partin. However, the failure of the Parties to complete a full agreement shall not invalidate the terms of this Letter of Understanding or excuse either Darty from perfornung its obligations and responsibilities as set forth herein Tf you are 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, _ FINAL 130 0 RU,DEN, MCCLOSKY, "SMITH, SCHUSTER & RUSSELL, PA. CARACAS - FT. LAUDERPALE • MIAMI - NAPLES • ORLANUo , PORT ST. LUCIE SARASOTA I ST, PEI'ERSHURO • TALLAI,IAS$U -TAMPA • WEST PALM RFACI I Wage 6 Acknowledged and Ag eed; This 4,tday of— 4�-•-_, 2008 OF EINALDOC, .X RUDER, McCLOSKY, SMITH, SCHUSTEIZ & RUSSELL P A, CARACAS . FT. LAUDEKUALF R MIAMI ^ NAPL65 -ORLANDO -PORT SC, LUCIE • SARASOTA . SF, PEYRRSBURC, - IMI AFM W: v TAMPA • WFGT PAim PCAr" A scils OUTDOOR Moy z, 2000 Orlando Toledo Senior Director City Manager's Office City of Miami 414 SW Znd Avenue Minimi, Florida 33130 Dow. Orlando, (.`BS Outdoor, Inc, Lind Outlook Media of South filoridli, LLC have signed a Fitter of understanding dated Moy 1., 2006 (the "Agreement"), Please accept this letter as confirmation that in acc&dance with the terms of the Agreement, CBS Outdoor, Inc, consents to Outlook Media of South Florida, LLC lalling Applioatlons For Outdoor .Advertising permlN w1th the rlorida Department of Transportation on our behalf, Yours truly, �°,m� 3S C)t.ltdoor, Irts~� Li.tt,le VIS 01' Roil 1- stato S 69041 I-Y'k'r�i',5`i PARK r.11 IVQ... TAA1j-/\,,.V1,'1.10;t4 140,.,,, (9.) 888,5541 - VAX (HI'I) 8Hi-147•14 .,.,.41,+1�� Inur,�rirrr