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SECOND AMENDMENT TO SETTLEMENT AGREEMENT
THIS SECOND AMENDMENT to the July 8, 2004 Settlement Agreement (this
"Second Amendment") is made and entered into as of this day of
2011, by and between the City of Miami (the "City"), a Florida municipality, and Clear
Channel Outdoor, Inc., a Delaware corporation ("CCO").
RECITALS
A. Whereas the City has been empowered by the Florida Legislature, pursuant to
Section 70.20, Fla. Stats. (2002) to enter into relocation and reconstruction
agreements, on whatever terms are agreeable to the sign owner and the
municipality, and to provide for relocation and reconstruction of signs by
ordinance.
B. Whereas, in conformance with the powers granted to the City by virtue of
Section 70.20, Fla. Stats. (2002), the City entered into a settlement agreement
with CCO dated July 8, 2004 (the "Original Agreement"), as amended by
that certain First Amendment to Settlement Agreement, dated September 2,
2009 ("First Amendment"). The First Amendment, together with the Original
Agreement (hereinafter collectively referred to as the "Agreement"),
contained relocation and reconstruction provisions.
C. Whereas to implement the provisions of Section 70.20, Fla. Stats. (2002), the
City and CCO desire to, and by this Second Amendment hereby agree to,
further amend the terms of the Original Agreement and the First Amendment
as set forth herein.
D. Whereas it is the intent of the City to reduce the number of Billboards located
along Bird Road (SW 40th Street) and LeJeune Road (SW 42°d Avenue) which
have been identified by the City as view corridors within the City and to
generally reduce the number of billboard structures within the City.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein and other good and valuable consideration, the receipt and sufficiency of
— — which is -hereby-acknowledged; the City -and CCO agree to amend the Agreement as
follows:
1. Incorporation of Recitals. The above recitals are true and correct and are
incorporated into and made part of this Second Amendment.
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2. Waiver of Just Compensation. CCO hereby expressly waives any right
to receive from the City just compensation for the removal of any Signs or Sign
Structures pursuant to this Second Amendment, whether such a claim for just
compensation is predicated on Section 70.001, 70.20(9) or 479.15(2), Florida Statutes;
Article X, Section 6 of the Florida Constitution; or any other authority under local, state
or federal law.
3. LED Sign faces.
3.1 Notwithstanding anything to the contrary in the Agreement or this
Second Amendment, at CCO's option, which it may exercise in its sole and absolute
discretion in accordance with the time limit set forth in Paragraph 9 hereof, CCO shall be
permitted to, relocate and/or reconstruct up to fourteen (14) of its existing Sign Structures
on Exhibit D of the Original Agreement to erect, install, and maintain up to fourteen (14)
LED Sign Faces (which have the characteristics described in paragraphs 3.6 through 3.8
hereof [the "LED Sign Faces"]) and, on the reverse side, fourteen (14) externally
illuminated bulletin -size (or smaller) billboard faces, on such replaced or relocated Signs
at the "Proposed LED Locations" within the City of Miami identified in Exhibit "M"
attached hereto, or at an Alternate Locations (as the case maybe) within the City of
Miami. Notwithstanding anything to the contrary in the Agreement or this Second
Amendment, to obtain the LED Sign Faces, CCO shall be permitted to exchange any
combination of the thirty-eight (38) Sign structures listed on Exhibit L hereof, pursuant to
the terms and conditions under Section 3.10 hereof, for a maximum of fourteen (14) LED
Sign Faces. Notwithstanding anything to the contrary in the Agreement or this Second
Amendment, for purposes of , relocations and/or reconstruction of existing sign faces and
sign structures pursuant to this Second Amendment, and the Agreement, construction
materials may consist of either new materials, refurbished materials, or materials from the
existing location to be relocated and/or reconstructed. The Sign structure on which the
LED Sign face is mounted as provided in this Second Amendment must comply with the
design criteria on Exhibit K to the First Amendment.
3.2 (a) NEA LED Sign Payments: CCO will pay to the NEA program an
annual payment in the amount of $15,000.00 for years 1 through 6 of this Second
Amendment, $20,000.00 for years 7 through 13 of this Second Amendment, and
$25,000.00 for years 14 through the termination of this Second Amendment (the "NEA
LED Payment") for each bulletin size LED Sign Face erected under the terms of this
Second Amendment. The NEA LED Payment for each poster size LED Sign Face shall
be half of the amount that is required for each bulletin size LED Sign Face. The term of
this NEA LED Payment shall be from the date of issuance of the related Amended LED
�— Permit; as defined in- Paragraph-3:10 herein, and for so long as such LED Sign Face
remains erected, irrespective of whether is it relocated to an Alternate Location. No
other fees shall be required for the issuance of an Amended LED Permit except for
permitting fees to cover the reasonable administrative costs of processing the application
for an Amended LED Permit pursuant to the fee rates set forth in the City of Miami Code
of Ordinances at the time of the application. Nothing contained in this Second
Amendment is intended to modify the annual NEA LED Payments required under the
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terms of the First Amendment. All NEA LED Payments required by this Second
Amendment are in addition to those due pursuant to the First Amendment.
(b) NEA LED Payment Date: The first annual NEA LED Payment, as pro-
rated under Paragraph 3.2(c) is due immediately upon the issuance of all City and State
permits necessary for the erection, installation, and operation of that particular LED Sign
Face. All other subsequent NEA LED Payments for each LED Sign Face which has been
fully permitted by the appropriate City and State agencies and issued pursuant to
Paragraph 3.10, shall be due on January 31 st of the following year, and on the anniversary
date thereafter, subject to the provisions in Paragraph 3.2(c) hereof.
(c) NEA LED Payment Proration: The NEA LED Payment for each LED
Sign Face shall be pro -rated for that year to take into account the time for which an
amended permit was issued by the City for each LED Sign Face in a calendar year. By
way of example only, if this Second Amendment were signed on January 1, 2010 and the
City issues an Amended LED Permit for a particular bulletin size LED Sign Face on July
1, 2010, the NEA LED Payment for said bulletin size LED Sign Face shall be $7,500.00
for the first year, instead of $15,000.00.
(d) NEA LED Credit: The City will provide CCO with a credit toward the
next NEA LED Payment due for an Amended LED Permit issued under this Second
Amendment (the "NEA LED Payment Credit") in the event that:
(1) a City issued Amended LED Permit expires without the applicable LED
Sign Face being erected; or
(2) an Affected LED Sign Face is unable to be relocated and reconstructed
under Paragraphs 3.4 or 3.5
CCO shall 'provide the City written notice 60 days prior to the beginning of
the City's Fiscal Year of a potential expiration or cancellation of a lease agreements
which may occur in the upcoming Fiscal Year so that the City can appropriately account
for a potential NEA LED Payment Credit in its upcoming budget.
(e) NEA LED CPI Adjustment: The NEA LED Payment shall be adjusted
annually, either up or down, based upon the consumer price index for the Metropolitan
Miami -Dade area (the "CPI Adjustment"). The CPI Adjustment shall begin on the third
anniversary date of the first NEA LED Payment.
(f) NEA LED Modification to the First Amendment: Notwithstanding
anything to the contrary in the First Amendment, all NEA LED Payments due under
Section 6.2 of the First Amendment shall be paid on January 31, 2011 and on the
anniversary date thereafter so that all annual NEA payments from both the First
Amendment and Second Amendment are made on this same date. As a result, any NEA
LED Payments otherwise due prior to, or otherwise not due until after January 31, 2011
The City's fiscal year runs from October 151 of the preceding year to September 30th of the following year
(the "Fiscal Year").
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according, to the deadlines in the First Amendment, shall not be paid in accordance
therewith, but shall be paid on January 31, 2011 and all such payments due prior to or
after such date shall be appropriately prorated to adjust to the uniform annual payment
date.
3.3 In addition, the City will have access to use the LED Sign faces through
the State of Florida's Office of Emergency Management (the "OEM"), upon official
activation of the OEM for certain limited emergency reasons such as hurricanes, amber
alerts, and police or fire emergency situations. Such access shall be subject to the
agreements CCO has in place from time to time with the FBI, State of Florida and the
OEM.
3.4 In the event the view of any LED Sign Face is substantially impaired
from the roadway, highway or expressway from which it is intended to be viewed, CCO
is unable to install and/or operate an LED Sign Face at a Proposed LED Location through
no fault of CCO, or CCO is unable to enter into a lease agreement with the property
owner on terms acceptable to CCO in its sole and absolute discretion (the "Affected LED
Sign Face"), then CCO shall have the right to relocate and or reconstruct the Affected
LED Sign face and Sign Structure to another location of similar value for outdoor
advertising purposes (each an "Alternate Location"), provided that the Alternate Location
is:
(A) located within a 1 mile (5,280 feet) radius of the existing Sign; and
(B) located in the same zoning district as the existing Sign within the City of
Miami"); and
(C) not located within 100' of Residential T-3 zoned property; and
(D) not located within a Gateway as defined in the First Amendment;
The City shall not impose, as a condition for its approval of a relocation and
reconstruction under this paragraph, that: (a) CCO make any payment to the City except
for permitting fees to cover the reasonable administrative costs of processing the
application for the relocation and reconstruction of the Affected LED Sign Face and Sign
Structure pursuant to the fee rates set forth in the City of Miami Code of Ordinances at
the time of the application; (b) that CCO take down any additional Signs or Sign
structures; (c) that CCO reduce the size or height of the LED Sign Face(s) so relocated;
or (d) that CCO operate the LED Sign Face(s) so relocated in any manner that is
materially inconsistent with the previous operation of the LED Sign Face(s) by CCO,
including, without limitation, requirements (i) that CCO reduce the hours of operation of
the LED Sign Faces(s), (ii) that CCO display advertising in increments that are greater
than eight seconds or increments permitted by FDOT regulations (whichever increment is
greater); (iii) that CCO limit the amount or frequency of commercial advertising
displayed on the LED Sign Face(s); or (iv) except as required by Section 3.3 hereof, that
CCO display messages benefitting any entity or cause. If required, the City shall issue all
necessary approvals and permits to CCO to so relocate the affected LED Sign Face and
LED Sign structure,
3.5 If CCO is unable to relocate the Affected LED Sign Face to an
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Alternate Location as defined herein, then subject to the conditions provided in sub-
paragraphs 3.4 (B)-(D) herein, CCO shall be permitted to transfer the Affected LED Sign
Face to one of its existing locations within the City of Miami where it then owns a Sign
Structure as selected by CCO (each an "Existing Location"). Notwithstanding anything
to the contrary in the Agreement or this Second Amendment, CCO shall be permitted to
transfer the Affected LED Sign Face so as to place back-to-back LED Sign Faces at one
of its Existing Locations.
In the event that CCO is unable to relocate the Affected LED Sign Face to
one of its Existing Locations within the City of Miami where it then owns a Sign
Structure, then CCO shall not be required to make any additional NEA LED Payments
for the particular Affected LED Sign Face and the City shall issue a credit for any pre-
paid annual NEA LED Payments on a pro-rata basis. The credit shall be applied to any
future NEA LED Payments for other LED Sign Faces due under this Agreement and shall
be appropriately pro -rated to take into account the period of time for which the Affected
LED Sign Face was not erected in that particular calendar year. By way of example only,
if the NEA LED Payment for an Affected bulletin -size LED Sign. Face sign face was
made on January 31, 2010, and CCO removes the Affected LED Sign Face on April 31,
2010, then the City shall issue a credit to CCO in the amount of $10,000.00 instead of
$15,000.00.
3.6 LED Sign faces facing in the same direction shall be placed at a
minimum of six hundred (600) feet apart, irrespective of whether they are placed on the
same or different sides of the roadway. In the case of LED Sign faces located on
opposite sides of the roadway, the six hundred (600) feet shall be measured excluding the
width of the roadway, highway or expressway.
3.7 The bulletin size LED Sign Faces shall havedigital advertising
faces no larger than 14' x 48'. The poster size LED Sign Faces shall have digital
advertising faces n0 larger than 1.4' x 25' for each face. The LED Sign structures shall be
constructed in the manner depicted and described in Exhibit K of the First Amendment.
3.8 LED Sign faces shall allow for display of remotely changeable off -
premise advertising in increments of eight seconds, or increments permitted by FDOT
regulations, whichever increment is greater.
3.9 Notwithstanding anything to the contrary in the Agreement or this
Second Amendment, CCO shall be permitted to place 2 LED Sign Faces per Sign
structure at two (2) of the Proposed LED Locations within the City of Miami identified in
Exhibit "M" attached hereto, or to Alternate Locations as the case may be, provided that
the 4 LED Sign Faces shall count against the 14 LED Sign faces that CCO has been
granted the right to install under this Second Amendment. Notwithstanding the
foregoing, CCO shall be permitted to transfer an Affected LED Sign Face as provided in
Section 3.5 hereof in order to place back-to-back LED Sign Faces at on of its Existing
Locations.
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3.10 At CCO's option, which it may exercise in its sole and absolute
discretion in accordance with the time limit set forth in Paragraph 9 hereof, CCO may, at
its sole cost and expense, permanently and voluntarily remove or replace, as the case may
be, its Signs and all apparatus associated therewith ("Sign Structures") listed on Exhibit
L, in accordance with and subject to the terms and conditions set forth in Sub -sections 3.1
through 3.11 hereof. In electing to do so, CCO shall comply with any and all federal,
state and local requirements, including permit requirements and the City shall issue any
and all necessary permits associated therewith.
In recognition of CCO's removal of Signstructures identified in Exhibit L, the
City will amend up to a maximum of fourteen (14) existing permits to allow CCO to
transfer the existing permit rights associated with such Sign structures to the Sign
structures at the Proposed LED Locations identified on Exhibit M attached hereto, or to
an Alternate Location, as the case may be, and to upgrade the related sign faces at such
structures for LED Sign Faces (the "Amended LED Permits"). CCO may only submit
one (1) application for an Amended LED Permit for the LED Sign Face(s) at a time.
CCO may exchange:
(a) any four (4) of the Sign structures listed in Exhibit L for one (1) Sign
structure consisting of (1) bulletin size LED Sign Face and (1) externally illuminated
bulletin size sign face; or
(b) any two (2) of the Sign structures listed in Exhibit L for one (1) Sign
structure consisting of one (1) poster size LED Sign Face and (1) externally illuminated
poster size sign face; or
(c) one (1) existing poster size LED Sign Face permit (DDA School location)
and any two (2) of the Sign structures listed in Exhibit "L" for one (1) sign structure
consisting of one (1) bulletin size LED Sign Face and one (1) externally illuminated
bulletin size sign face.
Within fifteen (15) days after CCO's receipt of all necessary final
governmental approvals, authorizations and permits for the erection, installation and
operation of the first LED Sign Face, CCO shall, at its sole cost and expense,
permanently and voluntarily remove (if not already theretofore removed) the Signs and
Sign structures selected by CCO from Exhibit "L" (the "Removed Sign Structures") in
exchange for the LED Sign Face. CCO may not apply for an Amended LED Permit for
the second LED Sign Face until it has completed the removal of the Removed Sign
Structures to be exchanged for the first LED Sign Face. By way of example only, CCO
will not be able to apply for any amended permits to erect, install and operate a LED Sign
Face until such time as CCO has completed the removal of the Removed Sign Structures
exchanged for said sign. CCO reserves the right to modify the sequence of removal of
the Removed Sign Structures and the sequence of erection, installation and operation of
the corresponding LED Sign Faces, but in no event shall CCO be entitled to apply for an
amended permit for another LED Sign Face until such time as CCO has completed the
removal of the Removed Sign Structure it is working on at that time. For clarification, all
permits issued under the Original Agreement, the First Amendment and the Second
Amendment for the construction of Sign structures and LED Sign Faces are the
amendment of permits for existing Signs and are not new permits for such structures and
faces. Amended LED Permits granted pursuant to this Second Amendment are in
addition to those granted under the First Amendment.
3.11 Notwithstanding anything to the contrary, CCO shall be permitted to
reconstruct the two (2) existing Sign Structures identified as Sign Numbers 1 and 9 in
Exhibit "M" attached hereto (originally Sign Numbers 2 in Exhibit "D" of the Original
Agreement) at a height of 60 feet at the "Proposed LED Locations" identified in Exhibit
«M
4. Relocation and Reconstruction of DDA Amended Permit.
4.1 Under the terms of the Agreement, in exchange for the removal of signs
on a four for one basis, the City issued CCO an Amended Permit for a sign structure with
two (2) bulletin size static sign faces located at 401 N.W. 3rd Avenue (the "Charter
School Amended Permit") in the City of Miami commonly known as the Downtown
Miami Charter School (the "Charter School Location"). Subsequent to the issuance of
the Charter School Amended Permit, CCO erected the sign structure at the Charter
School Location. However, after the installation of the Sign Structure and prior to the
installation of the two bulletin sign faces at the Charter School Location, CCO realized it
was unable to build to the Sign Structure on the property.
4.2 In order to relocate the sign structure at the Charter School Location to a
different location, CCO shall enter into a license agreement with the City of Miami,
substantially in the form attached hereto as Exhibit "N"(the "License Agreement"), in
order to erect, install, and operate a Sign Structure with two (2) bulletin size static Sign
faces at the property located at 400 N.W. 2nd Avenue commonly known as the Miami
Police Department (the "MPD Location"). In exchange for CCO's removal of the
existing sign Structure at the Charter School Location, the City will amend the. Charet
School Amended Permit to allow CCO to transfer its Amended Permit rights from the
Charter School .Location to the MPD Location (the "Amended MPD Permit"). The City
shall not require any additional NEA Payment for the issuance of the Amended MDP
Permit or any other additional fees except for permitting fees to cover the reasonable
administrative costs of processing the application for the Amended MDP Permit pursuant
to the fee rates set forth in the City of Miami Code of Ordinances at the time of the
application.
4.3 Within fifteen (15) days after CCO's receipt of all necessary final
governmental approvals, authorizations and permits (including, without limitation, all
necessary governmental approvals, authorizations and permits from FDOT) for the
erection, installation and operation of the two (2) bulletin size sign faces and sign
structure at the MPD Location, CCO shall, at its sole cost and expense, permanently and
voluntarily remove (if not already thereto removed) the existing sign structure located at
the DDA Location. The City has agreed to such relocation, and the City will issue to
CCO all permits necessary for such relocation after CCO meets all requirements
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contained herein.
4.4 In the event that the License Agreement is terminated by either party
prior to the expiration of License Agreement Term as defined therein, or CCO is unable
to obtain the necessary FDOT permits for the erection of the Sign Faces and Sign
Structure at the MDP Location, then subject to approval by the City Commission, CCO
shall be permitted to relocate and reconstruct the Sign Faces and Sign Structure located at
the MPD Location to another location of similar value for outdoor advertising purposes
Located either within the City of Miami or along an expressway as defined in the First
Amendment. If required, the City shall issue all necessary approvals and permits for
CCO to so relocate and reconstruct the two (2) bulletin Sign Faces and Sign Structure.
The City shall not impose, as a condition for its approval of a relocation and
reconstruction under this paragraph, that: (a) CCO make any payment to the City with the
exception of permitting fees to cover the reasonable administrative costs of processing
the application for the relocation and reconstruction of the Sign Faces and Sign Structure
pursuant to the fee rates set forth in the City of Miami Code of Ordinances at the time of
the application; (b) that CCO take down any additional Signs or Sign structures; (c) that
CCO reduce the size or height of the Sign Face(s) so relocated; or (d) that CCO operate
the Sign Face(s) so relocated in any manner that is materially inconsistent with the
previous operation of the Sign Face(s) by CCO.
5. Illumination.
5.1 The LED Sign Faces shall not operate at brightness levels of more than 0.3
foot candles above ambient light, as measured using a foot candle meter at a pre-
set distance. Pre-set distances to measure the foot candles impact vary with the
expected viewing distances of each size sign as follows:
Measurement distance criteria:
...0 (zero) - 3-50 (three hundred fifty) square feet to be measured 150 (one
hundred fifty) feet from source;
■ 351 (three hundred fifty-one) — 650 (six hundred fifty) square feet to be
measured 200 (two hundred) feet from source;
■ 651 (six hundred fifty-one) — 672 (six hundred seventy-two) square feet to
be measured 250 (two hundred fifty) feet from source.
5.2 Ambient Light Sensors. All LED Sign Faces shall have installed ambient
light sensors, and at all times allow such sensors to automatically adjust the
brightness level of the Sign Face based on ambient light conditions.
5.3 Modification of First Amendment. All LED Sign Faces shall contain a
default design that shall have a default mechanism built in to turn the display off
or show "full black" on the display in the event of a malfunction. Any LED Sign
Face that malfunctions, fails, or ceases to operate in its usual or normal
programmed manner, causing motion, movement, flashing or other similar
effects, shall be restored to its normal operation conforming to the requirements
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of this section within twenty-four (24) hours.
5.4 Modification to First Amendment. Paragraphs 5.1 — 5.3 of the Second
Amendment shall apply to the LED Sign Faces erected under the terms of the
First Amendment, and these sub -paragraphs are hereby incorporated by reference
into the First Amendment.
6. Permit Expedition Fee. At CCO's option, which it may exercise in its
sole and absolute discretion, CCO may pay the City a permit expedition fee in the amount
of Seven Hundred Fifty Dollars ($750.00) in order for the City to timely process an
Amended LED Permit Application and issue all permits necessary in order for CCO to
erect, install and operate the LED Sign Face(s) which are the subject of that particular
Amended LED. Permit application within ten (10) business days of its submittal to the
City.
7. CCO to Indemnify and Hold Harmless the City. This Amendment
contemplates the removal of existing Sign structures in exchange for CCO's right to
remove and relocate existing Sign structures from one property to another and for CCO's
right to upgrade Sign faces with LED Sign faces within the City of Miami. It is
recognized that CCO may have lease agreements with property owners (the "Property
Owners") relating to such existing Sign structures that CCO is voluntarily obligating
itself to remove, or may elect to remove, under the terms of this Second Amendment and
the Agreement. Consequently, CCO agrees to indemnify the City from any lawsuit, and
shall defend with counsel designated by CCO and reasonably acceptable to the City, and
hold the City harmless, against any claim asserted by an affected Property Owner arising
from the removal of the Signs and Signs structures that are removed after the effective
date of this Second Amendment.
8. Future Sign Regulation. CCO agrees to comply with and be bound by
all federal, State of Florida, Miami -Dade County, and City sign regulations regarding
LED Signs adopted prior to the date of this Second Amendment, but, during the term of
the Original Agreement, the First Amendment and the Second Amendment, the City shall
take no action to compel any CCO Sign structure and LED Sign Face which is the subject
of an Amended Permit or Amended LED Permit (as defined both in the First Amendment
and Second Amendment) to come into compliance with City Sign ordinances currently or
formerly in effect or hereafter adopted and the City shall take no actions to diminish
CCO's rights to maintain and operate such Sign structures and LED Sign Faces,
including any Sign structures and LED Sign Faces which are subject to Amended Permits
or Amended LED Permits which are later relocated, if any.
9. Time Limit. CCO shall have five (5) years in which to exercise the
removal and relocation rights, and the reconstruction rights, under this Second
Amendment, and if such rights are so exercised, to remove the existing sign faces and
structures listed under Exhibit "L" and construct the LED Sign faces in accordance with
Paragraph 4 at the "Proposed LED Locations" or at an "Alternate Location" (as the case
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may be) within the City of Miami. The City will not issue Amended Permits under this
paragraph more than five (5) years after the effective date of this Second Amendment.
10. Correction to Paragraph 10(a) of the Original Agreement.
Notwithstanding anything to the contrary contained in the Agreement, Paragraph 10(a) of
the Original Agreement is hereby amended to authorize CCO to relocate and/or
reconstruct Sign Numbers 7 and 10 listed on Exhibit "M" hereto at the "Proposed LED
Locations" or at an Alternate Location (as the case may be) within the City of Miami.
11. No Further Amendment. Except as expressly modified by this Second
Amendment, the Agreement, including the First Amendment, shall remain unmodified
and in full force and effect, and the Parties hereby ratify their respective obligations
thereunder.
12. Entire Agreement. The Agreement, including the First Amendment, as
expressly modified by this Second Amendment, shall constitute the entire agreement
among the Parties with respect to the subject matter hereof and merges all prior and
contemporaneous communications.
13. Authority; Rights; Severability. The parties agree and acknowledge:
13.1 That the Original Agreement, the First Amendment, and all subsequent
amendments including this Second Amendment (collectively, the "Agreement &
Amendments") were negotiated and entered into by the City pursuant to the authority
conferred upon it by law including Section 70.20, Fla. Stat. (2002), which provides in
part that:
[m]unicipalities ... are specifically empowered to enter into
relocation and reconstruction agreements on whatever terms are
agreeable to the sign owner and the municipality involved and
to provide for relocation and reconstruction of signs by agreement,
ordinance, or resolution.
Fla. Stat. § 70.20(1);
13.2 That the rights conferred upon CCO under the Agreement & Amendments
are vested as of their respective effective dates, and as such, any future sign regulation
that may otherwise alter the terms of the Agreement & Amendments, or diminish CCO's
rights with respect to maintaining and operating existing and future Sign structures and
LED Sign Faces that are the subject of the Agreement & Amendments, shall respect and
preserve such vested rights;
13.3 That permits obtained, structures erected, and other actions CCO has taken
pursuant to the Agreement & Amendments were undertaken in reasonable reliance upon
the City's authority to enter into the Agreement & Amendments, and all subparts thereof,
pursuant to Section 70.20 and applicable provisions of the City's Sign Code;
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13.4 That, if any provision of the Agreement & Amendments is held by a court
of competent jurisdiction to be illegal, invalid, or unenforceable, then said provision shall
be severed, and the remaining provisions shall remain in full force and effect.
Notwithstanding any provision declared illegal, invalid, or unenforceable, the Agreement
& Amendments have valid purposes, which include inter alia facilitating the net
reduction of billboards in the City of Miami in order to preserve and improve urban
aesthetics and traffic safety while also properly balancing private property and
commercial speech rights;
13.5 That nothing in the Agreement & Amendments shall be read to
impermissibly interfere with the lawful exercise of the City's police powers to protect the
public from serious threats to health or safety; and
13.6 That this paragraph shall apply to all portions of the Agreement &
Amendments; and to the extent any language in the Agreement & Amendments is
deemed inconsistent or contrary to this paragraph, the language contained in this
paragraph shall control.
14. Representations and Warranties. CCO hereby represents and warrants
that it: (a) is a corporation in good standing under the laws of the State of Delaware; (b)
is duly authorized to transact businesses in the State of Florida; and (c) has taken all
corporate actions necessary to authorize execution and performance of this Second
Amendment. The City hereby represents and warrants that: (a) it is empowered to enter
into this Second Amendment; and (b) this Second Amendment has been duly authorized
by the City Commission of the City of Miami pursuant to the requirements of Florida
law.
15. Terms of Art. Capitalized terms used and defined in this Second
Amendment: shall have the meanings herein set forth in this Second Amendment and not
in the Agreement. Any capitalized terms used and defined in the First Amendment shall
have the meanings set forth therein and not in the Second Amendment or the Original
Agreement. Capitalized terms defined herein shall not be given the meaning provided
herein to similar capitalized terms in the Agreement. For example, "LED Sign Face" as
used herein has the definition provided herein for purposes of this Second Amendment,
where as "LED Sign Face" as used in the First Amendment has the definition therein for
purposes of the First Amendment.
16. Effective Date. This Agreement shall become effective as of the date it is
approved by the Board of Commissioners of the City of Miami and is signed by the City
Manager and CCO.
17. Conflicting Terms. In the event of a conflict between the terms of this
Second Amendment and those terms contained in the Agreement, the language in this
Second Amendment shall control.
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18. Downtown Charter School Payment. Paragraph 5 of the First
Amendment provides for an $80,000 payment to the CRA if certain conditions stated
therein are satisfied. As of the Effective Date of this Second Amendment the referenced
payment has not been made. Notwithstanding any provision or condition of the First
Amendment to the contrary, upon completion of construction of the Sign Structure
located at the MPD Location, CCO shall immediately make the $80,000 payment to the
City. The City and CCO shall mutually agree upon the recipients of $80,000 payment to
the City.
[Signature Page Follows
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IN WITNESS WHEREOF, the Parties have caused this Second_Amendment to be
executed by their duly authorized representatives as of the Effective Date shown above.
ATTEST:
CLEAR CHANNEL OUTDOOR, INC., a
Delaware corporation
By:
Corporate Secretary Title
"City"
ATTEST:
CITY OF MIAMI, a Florida municipal
corporation
By:
Priscilla A. Thompson, City Clerk Tony Crapp, Jr., City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Gary Reshefsky
Interim Risk Management Director
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EXHIBIT "L"
Panel Description Exhibit D Folio p District #
1 Bird Rd NS 65ft E/0 SW 39th Av F/W - 1 178 01-4117-003-1010 D-2
Bird Rd NS 65ft E/0 SW 39th Av F/E - 2
2 Bird Rd 5S 130ft E/0 SW 37th Av F/W - 2 180 01-4121-004-0010 D-2
Bird Rd 55 130ft E/0 SW 37th Av F/E - 1
3 Bird Rd NS 36ft E/O SW 38th Av F/W -1 177 01-4117-003-1400 D-2
Bird Rd NS 36ft E/O SW 38th Av F/E - 2
4 Le Jeune Rd ES 225ft N/0 NW 9th St F/N - 1 199 01-3132-013-0310 D-1
Le Jeune Rd ES 225ft N/0 NW 9th St F/5 - 2
5 Le Jeune Rd ES 50ft S/0 NW 9th St F/N - 1 198 01-3132-013-0610 D-1
Le Jeune Rd ES 50ft 5/0 NW 9th St F/S - 2
Le Jeune Rd ES 288ft S/0 NW 9th St F/N - 1 197 01-3132-013-0550 D-1
Le Jeune Rd ES 288ft 5/0 NW 9th St F/S - 2
7 .. Le Jeune Rd ES 194ft 5/0 NW llth St F/N - 1 194 •01-3132-013-0350 D-1
Le Jeune Rd ES 194ft 5/0 NW llth St F/5 - 2
8 NW 62nd St SS 10ft E/0 NW 7th Av F/W -1 250 01-3113-040-0740 D-5
9 NW 22nd Av E5 200ft N/0 Flagler St F/N - 1 11 01-4103-013-0620 D-3
NW 22nd Av ES 200ft N/0 Flagler St F/S - 2
10 Ponce De Leon Blvd ES 200ft S/0 Flagler St F/N - 1 35 01-4104-022-0121 D-4
Ponce De Leon Blvd ES 200ft S/0 Flagler St F/S - 2
Ponce De Leon Blvd ES 200ft S/0 Flagler St F/S - 3
11 W Flagler St NS 300ft E/O SW 16th Av F/E - 1 45 01-4103-014-0010 D-3
12 NW 7th Av WS 50ft S/0 NW 13th St F/N -1 59 01-3125-019-1620 D-5
13 NE 20th St NS 50ft E/0 N Miami Av F/W -1 79 01-3125-000-0120 D-2
14
14 NE 29th St SS 100ft W/O FEC RR Track F/E - 1 82 01-3125-004-0260 D-2
NE 29th St 5S 100ft W/O FEC RR Track F/E - 2
15 S River Dr SS 20ft W/0 NW 5th St F/W - 2 63 01-4138-003-0120 D-3
5 River Dr 5S 20ft W/O NW 5th St F/E - 1
16 NW 7th Av ES 100ft N/0 NW 30th St F/S - 1 91 01-3125-024-2220 D-5
17 NW 7th Av ES 120ft S/0 NW 23rd St F/N - 1 100 01-3125-035-0040 D-5
18 NW 2nd Av WS 140ft 5/0 NW 29th St F/N - 2 93 01-3125-024-3040 D-5
NW 2nd Av WS 140ft S/0 NW 29th St F/S - 1
19 NW 36th St S5 5ft W/O NW 10 Av F/E - 1 102/228 01-3126-028-0010 D-1
NW 36th St SS 5ft W/O NW 10 Av F/W - 2
NW 36th St SS 5ft W/O NW 10 Av F/W - 3
20 NW 36 St S5 30ft E/0 15 Ave F/E - 1
NW 36 St 5S 30ft E/0 15 Ave F/W - 2
21 NW 36th St NS 100ft W/0 NW 19th Av F/E - 1
NW 36th St NS 100ft W/0 NW 19th Av F/E - 2
22 NW 12th Av ES 20ft N/0 NW 21st Tr F/S - 1
NW 12th Av ES 20ft N/D NW 21st Tr F/S - 2
23 NE 29th St 55 150ft W/0 NE 2nd Av F/E - 1
NE 29th St 55 150ft W/0 NE 2nd Av F/W - 2
N/L 01-3126-038-0640 0-1
113 01-3122-040-0010 0-5
107 01-3126-073-0010 0-4
81 01-3125-004-0290 D-2
24 NW 2nd Av ES 25ft 5/0 NW 52nd St F/N -1 146 01-3124-013-0790 D-5
NW 2nd Av ES 25ft S/0 NW 52nd St F/S - 2
25 NW 54th 5t SS 100ft W/0 NW 1st Av F/W - 2 148/237 01-3124-013-0060 D-5
NW 54th St 5S 100ft W/0 NW 1st Av F/W - 3
NW 54th St SS 100ft W/O NW 1st Av F/E - 1
26 NW 7th Av WS 50ft 5/0 NW 75th St F/N - 2 170 01-3111-035-2990 D-5
NW 7th Av WS 50ft S/0 NW 75th St F/S - 1
NW 75th St 55 100ft W/O NW 7th Av F/E - 1
27 NW 29th St NS 25ft E/0 NW 13th Av F/W - 1 110 01-3126-039-4570 D-1
NW 29th St NS 25ft E/0 NW 13th Av F/E - 2
28 N Miami Av ES 100ft N/0 NE 25th St F/N - 1 83 01-3125-010-0011 D-2
N Miami Av ES 100ft N/O NE 25th St F/S - 2
29 NW 7th Av ES 50ft N/0 NW 20th St F/S - 1 98 01-3125-035-0240 D-5
15
30 NW 7 Ave ES 400ft 5/0 NW 79 St F/N - 1 N/L 01-3111-006-0240 D-5
NW 7 Ave ES 400ft 5/O NW 79 St F/S - 2
31 N Miami Av WS 200ft S/0 NW 74th St F/N - 2
N Miami Av WS 200ft S/0 NW 74th 5t F/5 - 1
32 NE 14th St NS 75ft E/0 Miami Av F/W - 1
33 NW 36th St NS 50ft E/0 NW llth Av F/W - 1
34 NW 7th Av ES 50ft N/0 NW 26th St F/S - 2
NW 7th Av ES 50ft N/0 NW 26th St F/N - 1
35 836 Expwy NS 100ft E/0 NW 22 Av F/W -1
836 Expwy NS 100ft E/0 NW 22 Av F/E - 2
36 1-95 ES 150' N/0 NW 3 St (DDA)-1
1-95 ES 150' N/0 NW 3 St (DDA)-2
37 NW 36th St SS 100ft W/O NW 33rd Av F/W - 2
NW 36th St SS 100ft W/O NW 33rd Av F/E - 1
38 NW 8th Av WS 50ft 5/0 NW 2nd St F/S - 1
NW 8th Av WS 50ft 5/0 NW 2nd St F/N - 2
16
165 01-3112-068-0120 0-5
72 01-3136-005-1180 D-1
103 01-3126 021--0270 0-5
101 01-3125-047-0350 D-1
N/A 01-3134-075-0010 D-1
N/A
N/A 01-0107-050-1091 D-2
N/A
129 01-3128-014-3440 D-1
64 01-4138-003-3250 0-5
Exhibit "M"
LOCATION TO REBUILD AND CONVERT TO LED AS PER CITY OF MIAMI SECOND LED AMENDMENT
Proposed Number of LED Exhibit D Zoning Media Proposed Location Proposed
Location Faces Proposed Type/Action Folio Numbers Location
Description Property
Address
1. Bird Rd NS 1-14' x 48' 2 C-2 Replace existing 01-4116-019-0930 2991 SW 37th
100ft E/O Douglas unit at same Ave.
Rd F/W location
2. LeJeune Rd. E/S 2-14' x 48' N/A C-2 Relocate and 01-4105-010-0020 231 NW 42nd
950' N/O Flagler Reconstruct to Ave.
a different
3. F/N & F/5 location
836 Expwy 55 1-14' x 48' Amended C-1 Relocate and 01-3135-000-0164 1155 NW llth
100' E/0 NW 12 Permit Reconstruct to St.
Ave F/W a different
location
4. SW 8 St NS 250' 1-12' x 25' 20 C-1 Replace existing 01-4106-011-1810 5615 SW 8th
W/O SW 56 Ave unit at same St.
F/W location
5. SW 27th Ave 1-12' x 25' 8 C-1 Replace existing 01-4110-002-2650 1651 SW 27th
ES 50' N/O SW 16 unit at same Ave.
Terr F/N location
6. NW 37th Ave 1-12' x 25' 34 C-1 Replace existing 01-4104-023-0190 435 NW 37th
ES 75' S/0 NW 4 unit at same Ave.
St F/N location
7. NW 57th Ave 1-12' x 25' 29 C-2 Replace existing 01-4001-003-3040 601 NW 57th
WS 250' S/O NW unit at same Ct.'
7th St F/5 location
8. W Flagler St 55 1-12' x 25' 25 C-1 Replace existing 01-4001-001-0010 5700 West
15' E/0 SW 57th unit at same Flagler St.
Ct F/E location
9. Douglas Rd EL 1-12' x 25' 2 C-2 Replace existing 01-4116-019-0930 2991 SW 37th
100' N/0 Bird Rd unit at same Ave.
F/N location
10. 2170 NW 11 1-14' x 48' N/A C-1 Relocate and 01-3134-051-0300 2170 NW llth
St (Single Reconstruct to St.
Face/East) a different
location
11. 6695 W. 2-12' x 25' N/A' C-1 Relocate and 01-4001-021-3860 6695 W.
Flagler St F/W Reconstruct to Flagler St.
a different
location
12. NW 27 Ave ES 1-12' x 25' 40 C-1 Replace existing 01-3134-035-0330 801 NW 27th
100' N/0 NW 8 St unit at same Ave.
F/N location
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