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HomeMy WebLinkAboutZB Appeal Letter & Supporting DocumentsTEW CARDENAS LLP ATTORNEYS AT LAW BOB de la FUE" rE Direct Line: (305) 536-8460 E-Mail: bdra tewlaw.con1 April 5, 2010 VIA HAND DELIVERY Mr. Anel Rodriguez Administrative Assistant II City of Miami Hearing Boards 444 S.W. 2nd Avenue Miami, Florida 33130-1910 FOUR SEASONS TOWER 15TH FLOOR 1441 BRICKELLAVENUE MIAMI, FLORIDA33131-3407 T 305.536.1112 F 305.536.1116 W W W.TEWLAW. COM miss' - _j = zl• Re: Notice of Appeal Regarding Zoning Board Resolution No. ZB-R-10-008 Dear Mr. Rodriguez: This law firm represents Outlook Media of South Florida, LLC ("Outlook"). Pursuant to Article 20 of the Zoning Code, we file this appeal of the above -referenced Zoning Board decision. The Resolution is attached hereto as Exhibit A. Background On March 22, 2010, the Zoning Board denied Outlook's appeal of the Zoning Administrator's December 16, 2009 decision regarding Carter -Pritchett -Hodges, Inc.'s ("Carter") submittal of FDOT Forms 575-070-04 for the following locations (collectively, the "September 25 Locations")1: a) Contemporary Contractors - Miami Dade County Folio 01-3124-003-1440 b) GT Used Trucks - Miami Dade County Folio 01-3125-035-0360 ' Outlook Media of South Florida has filed this appeal because Outlook has an agreement with Carter Outdoor for the placement of outdoor advertising signs in the City of Miami ("OM -Carter Agreement"), pursuant to which agreement the applications for the September 25 Locations were submitted to the City of Miami. The agreement is attached hereto as Exhibit B. Therefore, Outlook has standing in accordance with Sec. 2002 of the City Zoning Code, which provides, "Such request may be filed by the applicant or petitioner or by any person or persons, jointly or severally, aggrieved by the action of the zoning board, or by any officer, department, board, commission, or bureau of the city." Further, "An aggrieved or adversely affected person having standard to sue is a person who has a legally recognizable interest which is or will be affected by the action of the zoning authority in question." Renard v. Dade County, 261 So. 2d 832 (Fla. 1972). Pursuant to the OM -Carter Agreement, Outlook is entitled to some of the September 25 Locations; accordingly, Outlook is an aggrieved party and has standing to file this appeal. Mr. Anel Rodriguez Administrative Assistant II City of Miami Hearing Boards April 5, 2010 Page 2 of 3 c) Brickell Village Land Company - Miami Dade County Folio 01-0205- 000- 1131 d) CanPartners Realty - Miami Dade County Folio 01-4137-036-0020 e) The Little Old Real Estate - Miami Dade County Folio 01-3125-025-0280 f) Tanaka - Miami Dade County Folio 01-3113-025-0041 On December 16, 2009, the City denied the applications for the September 25 Locations in an email to Rex Hodges, attached as Exhibit C. The reason for the denial cited by the City is "because Carter has no entitlement to such under the authority of either the City of Miami Zoning Ordinance, Carter's Settlement Agreement with the City, dated August 18, 2003, or the City's/FDOT's 1000 FT Pilot Program." Carter is Entitled to Permits Pursuant to the Carter Settlement Agreement Carter has a settlement agreement with the City of Miami (attached as Exhibit D), which permits the relocation of outdoor advertising signs. Since the Carter Settlement Agreement was approved in 2003, the City has issued at least five (5) relocation permits without asserting that Carter "has no entitlement" to permits for outdoor advertising signs. It is a mystery why the City is now asserting that Carter "has no entitlement" to permits, when the City has previously issued Carter permits in accordance with the Carter Settlement Agreement. Carter is Entitled to Permits Pursuant to City of Miami Zoning Ordinance Section 10.4.5 of the City Zoning Code permits outdoor advertising signs pursuant to settlement agreements. Carter has a settlement agreement with the City, and the City has previously issued at least 5 permits for outdoor advertising signs in accordance with the settlement agreement and the City Zoning Code. Therefore, Carter is entitled to permits for outdoor advertising signs in accordance with the City Zoning Code. The FDOT Pilot Program Was Not Yet Adopted When the September 25, 2009 Applications Were Filed The City has clearly asserted that prior to the adoption of the FDOT Pilot Program, it did not regulate spacing for outdoor advertising sign applications. On September 25, 2009, the City had not yet adopted the FDOT Pilot Program. Furthermore, the City has no Zoning in Progress ordinance. Accordingly, it was improper to deny any of the September 25, 2009 Locations based on any aspect of the FDOT Pilot Program. TEW CARDENAS LLP Four Seasons Tower, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 Mr. Anel Rodriguez Administrative Assistant II City of Miami Hearing Boards April 5, 2010 Page 3 of 3 The City is Estopped from Denying the Permits "The doctrine of equitable estoppel may be invoked against a municipality as if it were an individual." Hollywood Beach Hotel Co. v. City of Hollywood, 329 So. 2d 10, 15 (Fla. 1976); Sun Cruz Casinos, LLC v. City of Hollywood, 844 So. 2d 681 (Fla. 4th DCA 2003). See also Castro v. Miami -Dade County Code Enforcement, 967 So. 2d 230 (Fla. 3d DCA 2007). The City has previously approved at least 5 other outdoor advertising permits for Carter, and is estopped from denying the applications for the September 25 Locations based upon the bare assertion that Carter "is not entitled" to the permits. For these reasons, there is no basis for the City's denial of the applications for the September 25 Locations. The City Commission should therefore reverse the Zoning Board's decision. Please accept this notice of appeal, in accordance with Article 20 of the Zoning Code. Outlook reserves the right to supplement this appeal prior to and/or at the City Commission meeting. In accordance with Article 18, all actions are stayed pending resolution of this appeal. Therefore, no outdoor advertising applications should be accepted or approved within 1000 feet of the September 25 Locations, pending the outcome of this appeal. Since; ly, ob de la Fuente For the Firm cc: Carlos Migoya, City Manager Warren Bittner, Esq. Orlando Toledo Lourdes Slazyk Veronica Xiques, Esq. Pieter Bockweg ThW CARDENAS LLP Four Seasons Tower, 15th Floor, 1441 Brickell Avenue, Miami, Florida 33131-3407 • 305-536-1112 *' IXIIIt Him* .rA 1 0 % Miami Zoning Board Resolution No.: ZB-R-10-008 Monday, March 22, 2010 Mr. Angel Urquiola offered the following resolution and moved its adoption Resolution: AFTER CONSIDERING THE FACTORS SET FORTH IN ZONING ORDINANCE NO. 11000, THE ZONING BOARD DENIED THE APPEAL BY AMANDA L. QUIRKE, ESQUIRE, ON BEHALF OF OUTLOOK MEDIA OF SOUTH FLORIDA, LLC, THEREBY AFFIRMING THE ZONING ADMINISTRATOR INTERPRETATION DATED DECEMBER 16, 2009, RELATED TO THE ISSUANCE OF A PERMIT FOR OUTDOOR ADVERTISING SIGNS, REGARDING A PROVISION CONTAINED IN ARTICLE 10 OF THE ZONING ORDINANCE NO, 11000, AS AMENDED, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, Upon being seconded by Mr. Cornelius Shiver, the motion was passed and adopted by the following vote: Mr. Bret Berlin Mr. Ron Cordon Mr. Charles A, Garavaglia Ms, Ileana Hernandez -Acosta Mr. Lazaro Lopez Mr, Juvenal A. PiPIa Mr. Cornelius Shiver Mr. Angel Urquiola Motion carries 6-1. Yes Away No Yes Yes Yes Yes Yes AYE: 6 NAY: 1 ABSTENTIONS: 0 NO VOTES: 0 ABSENT: 1 Anel Rodriguez Hearing Boards File ID#: 09-01464za Z.1 BILLBOARD AGREEMENT This Billboard Agreement ("Agreement") is made and entered into this al day of September, 2009 by and between CARTER PRICHETT HODGES, INC. d/b/a CARTER OUTDOOR ADVERTISING, INC. ("Carter"), whose address is 10675 SW 186'1' Street, Miami, Florida 33157 and OUTLOOK MEDIA OF SOUTH FLORIDA, LLC ("Outlook"), whose address is 2295 S. Hiawassee Road, Suite 203, Orlando, Florida 32835. RECITALS A. The City of Miami (the "City"), a Florida municipality and Carter are parties to that certain Settlement Agreement dated August 18, 2003 ("Carter Settlement Agreement"). A copy of the Carter Settlement Agreement is attached to and incorporated herein as Exhibit "A". B. The Settlement Agreement sets forth a program whereby Carter is authorized to remove and then replace or relocated up to twenty (20) billboard signs ("Signs") within an allowed geographical location in the same zoning district within the City ("Sign Relocation Credits"). C. Outlook has land leases, pending Sign permit applications, and City and State appeals for seven (7) outdoor advertising locations within the City of Miami ("Sign Locations"). D. Carter desires i.o acquire from Outlook ail right, ti': e, and interest to• four (4) Sign Locations (the "Carter Locations") and Outlook desires to acquire from Carter all right, title, and interest to three (3) Sign Relocation Credits to be used by Outlook for three Sign Locations ("Outlook Locations"). A list of the Carter Locations is attached to and incorporated herein as Exhibit "B". NOW, THEREFORE, in consideration of the mutual covenants, promises, and undertakings contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Carter and Outlook mutually agree as follows: 1. Recitals. reference into this Agreement. 2. Effective Date. full execution of this Agreement. AGREEMENT The recitals above are true and correct and are hereby incorporated by This Agreement shall become effective (the "Effective Date") upon the 3. Permits Required. Outlook and Carter hereby agree to use their best efforts to obtain all necessary permits for the Sign Locations. Best efforts shall include, but are not limited to, filing applications, signing all necessary forms, and providing any documentation required to obtain all necessary permits for the Sign Locations. 4. Term. The term of this Agreement shall commence on the Effective Date and unless terminated earlier in the manner hereinafter set forth, or extended by mutual written agreement of the parties, shall continue for a. term of three (3) years (the "Term). Outlook and Carter acknowledge that the purpose of this Agreement is for Carter to obtain all. necessary permits for the Carter Locations and for Outlook to obtain three (3) Sign Relocation Credits from Carter, thus the parties contemplate that the terns of this Agreement will be extended until such time as the Parties have fulfilled the purpose of this Agreement. 5. Independent Contractor. Both Parties are independent entities and not an employee of the other Party for any purpose. Neither Party shall be deemed a partner of the other Party in the conduct of either Party's business, duties or responsibilities, or a joint venturer or a member of any joint enterprise. The provisions herein set forth with respect to compensation payable hereunder are included solely for the Page 1 of 7 Carter -Outlook Agreement OM Final purpose of providing a method whereby payment for services rendered or products or instruments exchanged is to be measured and ascertained and shall not be deemed to create any relationship between the Parties hereto other than that of an independent Parties conducting an arms -length transaction. 6. Outlook to Sublease the Sign Locations to Carter. Within five (5) days of this Effective Date, Outlook shall execute the necessary documentation to sublease the Sign Locations to Carter, together with Notices of Termination of the Subleases for the Outlook Locations (collectively, the "Sublease Documents"). Outlook shall deliver the Sublease Documents to Herminio San Roman, Esquire, 500 S. Dixie Highway, Suite 302, Coral Gables, FL 33146 who shall serve as escrow agent ("Escrow Agent"). The Escrow Agent shall hold the Sublease Documents in escrow until Outlook provides written notice to the Escrow Agent that the City has confirmed in writing that Outlook has been assigned three (3) Sign Relocation Credits from Carter ("Notice of Completion"). In the event the Escrow Agent receives Outlook's Notice of Completion, the Escrow Agent shall release the Sublease Documents for the Carter Locations to Carter and release the Sublease Documents for the Outlook Locations to Outlook. A copy of the Sublease Documents is attached to and incorporated hereinto this Agreement as Exhibit "E". Outlook stipulates and guarantees all leases, agreements, and contracts are assignable or subject to sublease. 7. Carter to Assign Three Relocation Rights. Carter shall do all things necessary, including without limitation; remove two (2) of its sites within the City of Miami so that the City will issue Carter a total of seven (7) Sign Relocation Credits. The five (5) sites previously removed by Carter for which Carter has secured five (5) Relocation Credits in accordance with the Carter Settlement Agreement are listed on Exhibit "C", which is attached to and incorporated in this Agreement. The two (2) sites to be removed by Carter ("Sites to Be Removed") so that the City will issue the additional two (2) Sign Relocation Credits are listed on Exhibit "D," which is attached to and incorporated in this Agreement. Carter shall execute the necessary documentation to assign to Outlook the right, title and interest to three (3) Sign Relocation Credits ("Outlook's Sign Relocation Credits"). Within five (5) days of the Effective Date, Carter shall deliver the documents assigning Outlook's Sign Relocation Credits to the Escrow Agent, a copy of which is attached to and incorporated herein to this Agreement as Exhibit "F". 8. Duties of Escrow Agent. In the event the Escrow Agent is in doubt as to its duties and liabilities under the provisions of this Agreement, the Escrow Agent, in its sole discretion, may continue to hold the Sublease Documents or other documents until the Parties mutually agree in writing to distribution of the documents, or until a judgment of a court of competent jurisdiction determines the rights of the Parties. In the event of any suit between Outlook and Carter in which the Escrow Agent is made a Party by virtue of acting as such Escrow Agent, the Escrow Agent will be entitled to recover reasonable attorneys' fees and costs incurred. All Parties agree that the Escrow Agent will not be liable to any Party or person whomsoever for misdelivery of the documents to Outlook or Carter, unless such misdelivery is due to willful breach of this Agreement or gross negligence on the part of the Escrow Agent. Outlook and Carter agree that the status of Carter's counsel as Escrow Agent under this Agreement does not disqualify such law firm from representing Carter in connection with this Agreement and in any dispute that may arise between Outlook and Carter. 9. Carter & Outlook to Procure All Permits. Carter and Outlook, jointly, shall fully cooperate and procure all the permits necessary to construct outdoor advertising signs at the Sign Locations. Notwithstanding the above, neither Party shall be deemed to be in breach of this Agreement if one or more of the permits for the Sign Locations is not issued, unless the failure to so procure said one or more permits for the Sign Locations is due to an intentional act or omission, willful conduct, or gross negligence .of one of the Parties. Time is of the essence, so both Parties shall use its reasonable commercial efforts to procure the permits for the Sign Locations. The procedure for obtaining the permits shall be as follows: a. Within 2 days of the Effective Date of this Agreement, Outlook shall execute subleases to Carter for the Sign Locations and deliver the sublease documents to the Escrow Agent. b. Within 2 days of the Effective Date of this Agreement, Outlook and Carter shall execute documents to terminate the subleases for the Outlook Locations, and deliver the documents to the Escrow Agent. Page 2 of 7 Carter -Outlook Agreement OM Final c. Within 2 days of the Effective Date of this Agreement, Carter shall deliver documents to the Escrow Agent assigning Outlook's Sign Relocation Credits and all permit documents related to the Outlook Locations to Outlook. d. Carter and Outlook shall jointly meet with the City officials to obtain the City's approval on FDOT Form 575-070-04 (the "City Approval"). The City Approval for the Carter Locations shall be in the name of Carter. If the City accepts FDOT Form 575-070-04 for the Outlook Locations in the name of Outlook, then the City Approval for the Outlook Locations shall be in the name of Outlook. If the City refuses to accept FDOT Form 575-070-04 for the Outlook Locations in the name of Outlook, then the City Approval for the Outlook Locations shall be in the name of Carter. e. Carter shall apply for and obtain the FDOT permits for the Carter Locations and Outlook shall apply for and obtain the FDOT permits for the Outlook Locations. f. Within 2 business days of the issuance of an FDOT permit for a Carter Location, Carter shall deliver the FDOT permit to the Escrow Agent. Within 2 business days of the issuance of an FDOT permit for an Outlook Location, Outlook shall deliver the FDOT permit to the Escrow Agent. Carter shall pay the $20,000 fee set forth in the Carter Settlement Agreement for each of the Carter Locations and Outlook shall pay to the City the $20,000 fee set forth in the Carter Settlement Agreement for each of the Outlook Locations. g. Within 2 business days of the issuance of a building permit for a Carter Location, Carter shall deliver the building permit to the Escrow Agent. Within 2 business days of the issuance of a building permit for an Outlook Location, Outlook shall deliver the building permit to the Escrow Agent. h. Within 5 business days of the submission of applications for building permits for the sixth and seventh sites, Carter shall remove the Sites To Be Removed, so that the City will issue the last two building permits for the sixth and seventh sites. i. Upon issuance of the seventh building permit for a sign location, the Escrow Agent shall release documents pertaining to the Outlook Locations to Outlook and documents pertaining to the Carter Locations to Carter. j. Carter and Outlook shall each bear its own costs of the required costs to prepare the necessary documents to permit their respective sites with the City, to include, without limitation, survey, structural plans, soil sample, and any other required document required by the City to complete the application. 10. Re -Negotiate or Acquire New Billboard Lease Agreements. Outlook hereby grants Carter the right to contact the landowners of the Carter Locations in an attempt to re -negotiate with said landowners a new lease or purchase agreements. Additionally, Carter shall have the right, but net obligation, to contact other landowners within the applicable spacing window of the Carter Locations in an attempt to negotiate a lease more favorable to Carter. 11. Rejected Permits. In the event that all necessary permits are not obtained for the Carter Locations, through no fault of either Carter or Outlook, Carter shall provide written notice from the City of Miami or Florida Department of Transportation that the permit has been rejected. Outlook may provide an alternate location to substitute for the rejected permit within 10 days of written notice of the rejected permit. Carter may either (a) accept the alternate location; or (b) provide written notice of the termination of this Agreement. In the event that all necessary permits are not obtained for the Outlook Locations, Outlook may either (a) obtain an alternate site; or (b) provide written notice of the termination of this Agreement. Both parties agree to act in good faith and use their best efforts to obtain all necessary permits for the Sign Locations, including, but not limited to, alternate locations proposed in accordance with this paragraph. 12. Notice of Completion. Provided the Carter Locations are fully permitted so that outdoor advertising signs can be constructed on the Carter Locations and the City has confirmed in writing that Outlook has been assigned three (3) Sign Relocations Credits from Carter, (1) the Parties shall jointly transmit a Notice of Completion to the Escrow Agent to direct that the Sublease Documents and Outlook's Sign Relocation Credits for the Outlook Locations are released to Outlook by the Escrow Agent; (2) Carter Page 3 of 7 Carter -Outlook Agreement OM Final shall assign all permits applicable to the Outlook Locations to Outlook and Outlook shall assign all permits applicable to the Carter Locations to Carter if necessary; and (3) the Sublease Documents for the Carter Locations shall be released to Carter. Both Parties agree to fully cooperate and petition the City to take any other necessary steps to transfer Outlook's Sign Relocation Credits to Outlook. Outlook shall comply with all the terms of the Leases and shall take all action necessary to prevent expiration or termination of the Leases until Notice Completion. 13. Pilot Program. The City of Miami is considering the adoption of an ordinance to implement a pilot program as set forth in Florida Statutes Section 479.07(c) (the "Pilot Program Ordinance"). In the event that the Pilot Program Ordinance requires the removal of two signs as a prerequisite to the construction of one outdoor advertising sign, either party shall have the right to terminate this Agreement within thirty (30) business days of the adoption of the Pilot Program Ordinance., unless extended by mutual written agreement of the parties. 14. Default. Carter shall give Outlook written notice of default. Outlook shall have forty-five (45) days to cure the default. If Outlook fails to cure the default within 45 days, Carter, in addition to any other legal remedy available, including, without limitation, specific performance, may terminate this Agreement Outlook shall give Carter written notice of default. Carter shall have forty-five (45) days to cure the default. If Carter fails to cure the default within 45 days, Outlook, in addition to any other legal remedy available, including, without limitation, specific performance, may terminate this Agreement Written notice shall be given by U.S. certified mail or nationally recognized overnight carrier service to the parties' address set forth herein. 15. Termination. In the event this Agreement is terminated as set forth herein, the Parties shall jointly deliver a written Notice of Termination to the Escrow Agent. Upon receipt of the joint Notice of Termination, the Escrow Agent shall deliver the Sublease Documents to Outlook and deliver Outlook's Sign Relocation Credits to Carter. Any permit documents for the Carter Locations shall be released to Carter and any permit documents for the Outlook Locations shall be released to Outlook. 16. indemnification. Outlook hereby agrees to defend and indemnify Carter from any cause of action by CBS Outdoor, Inc. against Carter for any claims arising from an alleged business relationship between CBS Outdoor, Inc. and Outlook and Outlook agrees to repay Carter all of its out-of-pocket costs and expenses for the permitting and construction of the Carter Locations. Outlook shall be entitled to select counsel to defend Carter in accordance with this paragraph, with Carter's approval, which approval shall not be unreasonably withheld. 17. Pending Litigation. Carter hereby acknowledges that CBS Outdoor, Inc. has an action pending against Outlook Media of South Florida, LLC in the 1 I °' Judicial Circuit in and for Miami Dade County. In the event that an order from a court of competent jurisdiction interferes with Outlook's right, title and interest in the Sign Locations, Outlook shall have the right to terminate this Agreement and Carter shall not be entitled to any compensation claimed as a result of the termination, except as set forth in paragraph 16. Carter hereby waives all causes of action based on Outlook's termination of the Agreement in accordance with this Paragraph. 18. Respond and Communicate. At all times Carter and Outlook shall timely respond to all inquiries and communicate with each other during the course of Agreement. Both Parties shall notify one another immediately upon learning of a development that may prohibit, impede, or delay the issuance of one or more of the Permits. Carter and Outlook shall act in good faith and cooperate to obtain all necessary permits and authorizations for the construction of outdoor advertising signs at the Sign Locations. 19. Legal Compliance. All times both Parties shall perform all acts in full compliance with all laws and regulations of any federal, state, county or municipal authority having jurisdiction over the Sign Locations. 20. Costs of Permitting. Carter shall pay all costs to permit and construct outdoor advertising signs on the Carter Locations, and Outlook shall pay all costs to permit and construct outdoor Page 4 of 7 Carter -Outlook Agreement OM Final advertising signs on the Outlook Locations. Outlook shall pay all costs to the City applicable to the Outlook Locations required under the Carter Settlement Agreement and Carter shall pay all costs to the City applicable to the Carter Locations required under the Settlement Agreement. 21. Good Faith & Waiver. Whenever approval, request, consent, or discretionary determination is required herein by the parties, such action shall be taken in good faith and not in an arbitrary manner. Both parties shall act in good faith in the performance of this Agreement. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any further occasion. 22. Attorneys' Fees. In the event of any disputes as to any party's compliance with the terns hereof, each party shall pay their own legal fees in any legal action related thereto, whether incurred before trial, at trial and upon all appellate levels, except as set forth in paragraph 16. 23. Notices. Any notice to be given shall be in writing and shall be sent by hand delivery, certified mail, return receipt requested, FedEx, Express Mail, UPS, or DHL, to the Party being noticed at the following addresses: AS TO OUTLOOK: Harkley R. Thornton Outlook Media of South Florida, LLC 2295 South Hiawassee Road Suite 203 Orlando, FL 32835 AND: Santiago Echemendia Outlook Media of South Florida, LLC 1441 Brickell Avenue Suite 1500 Miami, FL 33131 AS TO CARTER: Ric Prichett CARTER PRICHETT HODGES, INC. d/b/a CARTER OUTDOOR ADVERTISING, INC. PO Box 3648 Ft. Myers, FL 33918 COPY TO: Rex Hodges 10675 SW 186th Street Miami, FL 33157 24. Enforcement. A default by any Party under this Agreement shall entitle the other Party to all remedies available at law or in equity, which shall include, but not be limited to, the right to damages, injunctive relief and specific performance. 25. Choice of Law; Venue. This Agreement shall be governed by the laws of the State of Florida, and the venue for any legal proceedings under this Agreement shall lie solely in the state courts in and for Miami -Dade County, Florida, or in the of Florida sitting in Miami -Dade County, Florida. 26. Agreement the Result of Mutual Draftsmanship. The terms and conditions in this Agreement are the product of mutual draftsmanship by both Parties, each being represented by counsel, and any ambiguities in this Agreement or any documentation prepared pursuant to it shall not be construed against any of the Parties because of authorship. The Parties acknowledge that all the terms of this Agreement were negotiated at arm's length, and that each Party, being represented by counsel, is acting to protect its, his, her, or their own interest. Page 5 of 7 Carter -Outlook Agreement OM Final 27. Disclaimer of Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties, and no right of action shall accrue upon or by reason of this Agreement, to or for the benefit of any third party. Nothing in this Agreement either express or implied is intended or shall be construed to confer upon or give any person, corporation or governmental entity other than the Parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions in this Agreement, and all of the provisions, representations, covenants and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the Parties to this Agreement and their respective representatives, successors and assigns. 28. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of this Agreement if the rights and obligations of the Parties contained therein are not materially prejudiced, and if the intentions of the Parties can continue to be effected. To that end, this Agreement is declared severable. 29. Waiver. A waiver of any provision of this Agreement or any default by a Party shall be effective only in writing. A waiver of one provision shall not constitute a waiver of any other provision, and a waiver of default shall not apply to any other default whether occurring simultaneously or at a later date. 30. Binding Effect. Except as provided hereinabove, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. 31. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which if taken together shall constitute one and the same Agreement. 32. Headings. The headings of these several paragraphs contained in this Agreement are for convenience only and do not define, limit or affect the contents of such paragraphs. 33. Authorization. Each of the Parties represents that this Agreement has been duly executed by a person authorized to bind such Party and that this Agreement constitutes the valid, binding and enforceable obligation of such Party. 34. Waiver of Trial By Jury. THE PARTIES DO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY RIGHT ANY PARTY MAY HAVE TO A JURY TRIAL IN EACH AND EVERY JURISDICTION IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN WITNESS WHEREOF, Carter has executed this Agreement on 2( day of September 2009 and Outlook has executed this Agreement on the day of September 2009. Witnes : .....) . 'c.": ----c9b_j_l_ "CARTER" CARTER PRICHETT [LODGES, INC. d/b/a CARTER OUTD•OR ADfiTISING, INC. BY: ___" 1 plc, Page 6 of 7 Carter -Outlook Agreement OM Final ITS: 5(4"—C "OUTLOOK" Wit ess OUTLOOK M. IIA OF S UTH,/��'� LC ',we/ de ITS: Ilt,,P—c-A/4 c BY: ( Page 7 of 7 Carter -Outlook Agreement OM Final Exhibit "B" Carter Locations Carter - Outlook Billboard Agreement ITEM Site Name LandOwner Address Parcel CAR7 R LOCATIONS'' 1 GT Auto GT Used Trucks 636 NW 23rd St 01-3113-025-0041 2 Austin Burke The Old Real Estate 2601 NW 6th Ave 01-3125-025-0280 3 Tanaka Jimmy Landa 570 NW 67th St 01-3113-025-0041 4 one of the following four sites a Contemporary Contractors Contemporary Contractors 4291 NW 7th Ave 01-3124-003-1440 b Gibson Park City of Miami 411 NW 13th St. 01-3136-037-0181 c Elks Lodge Elks Lodge 4949 NW 7th Ave. 01-3124-001-0340 d Bakehouse Bakehouse 561 NW 32 St. 01-3125-020-0630 Exhibit "C" Carter Sites Removed Carter - Outlook Billboard Agreement ITEM Site Name LandOwner Address Parcel CARTER its<FZe: aved 1 Sloan 1 4248 NW 14th St 2 Sloan 2 1400 NW 42nd Ave 3 USA Cleaner 3880 Bird Road 4 71 Jack 7036 NW 5th Ave 5 Days Inn Wall 1050 NW 14th St Exhibit "D" Carter SitesTo Be Removed Carter - Outlook Billboard Agreement ITEM Site Name LandOwner Address Parcel CARTER Sites.`I e(noved 1 Taxi Shop 3636 NW 22nd Ave 2 Pleasure Emporium 224 SW 6th St ASSIGNMENT OF SIGN RELOCATION CREDIT FOR LOCATION #1 THIS ASSIGNMENT OF SIGN RELOCATION CREDIT ("Assignment"), is made as of this day of , 2009 by and between Carter -Pritchett -Hodges, Inc., a Florida corporation ("Carter"), and Outlook Media of South Florida, LLC, a Florida Limited Liability Company ("Outlook"). WHEREAS, Carter entered into a settlement agreement with the City of Miami (the "City") on August 18, 2003 (the "Settlement Agreement," attached as Exhibit "A"), whereby Carter obtained the right to construct outdoor advertising signs in the City, in accordance with the terms and conditions of the Settlement Agreement; and WHEREAS, in accordance with the Settlement Agreement, upon removal of one (1) outdoor advertising sign in the City, Carter obtains the right to construct one (1) outdoor advertising sign (a "Sign Relocation Credit"); WHEREAS, Carter has obtained five (5) Sign Relocation Credits as of this date; WHEREAS, Carter will obtain two additional Sign Relocation Credits, for a total of seven (7) Sign Relocation Credits; WHEREAS, the purpose of the assignment of the Sign Relocation Credit is so Outlook can construct an outdoor advertising sign on Location #1, which is a location to be selected by Outlook; NOW, THEREFORE, for and in consideration of the sum of $10.00, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Carter and Outlook hereby agree as follows: 1. The above recitals are true and correct and incorporated herein by this reference. 2. Carter hereby remises, releases, transfers, sets over and assigns to Outlook, and its successors, nominees and assigns (i) all right, title and interest to one (1) Sign Relocation Credit; and (ii) any and all plans and permits, which are: (a) necessary to construct an outdoor advertising sign on Location #1 and/or (b) associated with the Sign Relocation Credit and/or Location #1. 3. Carter does hereby warrant and represent that it has not previously conveyed any interest in or to the Sign Relocation Credit, and that Carter has full right, power and authority to bargain, sell, assign, transfer and deliver same to Outlook free and clear of any liens and encumbrances. 4. Subject to the conditions and restrictions set forth herein, Outlook hereby accepts the transfer and assignment of the Sign Relocation Credit and hereby assumes all of the Carter's duties and responsibilities regarding the Sign Relocation Credit, but only as and to the extent necessary to construct an advertising sign on Location #1. {01322897;1} 5. Within 3 days of the execution of this Assignment, Carter shall provide written notice to the City of this Assignment, together with a copy of this Assignment. 7. This Assignment shall be binding upon and inure to the benefit of Carter and Outlook and their respective successors and assigns. 7. This Assignment shall constitute a direction to and full authority to any governmental or private entity to act at Outlooks direction as to the Sign Relocation Credit. Carter hereby acknowledges and agrees that all such parties are hereby irrevocably authorized and directed to rely upon and comply with any written request, notice or demand made by Outlook, its successors, nominees or assigns, with respect to the assigned Sign Relocation Credit. 8. Carter and Outlook agree to promptly take all actions and execute such other documents as may be reasonably necessary and/or as may be required by any entity, individual, consultant, or any other governmental authority or agency to effectuate and secure the Assignment of the Sign Relocation Credit to Outlook and/or to obtain all necessary permits to construct an outdoor advertising sign on Location #1. [SIGNATURE PAGES BEGIN ON FOLLOWING PAGE] 2 {01322897;1} IN WITNESS WHEREOF, the Carter and Outlook have executed this Assignment the date first set forth above. WITNESSES: Carter -Pritchett -Hodges, Inc., a Florida corporation By: Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 2009, by as of Carter -Pritchett -Hodges, Inc., a Florida corporation on behalf of the corporation. Said person (check one) ❑ is personally known to me or ❑ produced as identification. Print Name: Notary Public, State of Florida Commission No.: My Commission Expires: 3 {01322897;1 } WITNESSES: Outlook Media of South Florida LLC, a Florida Limited Liability Company Print Name: Print Name: STATE OF COUNTY OF By: Name: Title: The foregoing instrument was acknowledged before me this day of 2008, by — as of Outlook Media of South Florida LLC, a Florida Limited Liability Company, on behalf of the company. Said person (check one) ❑ is personally known to me or ❑ produced as identification. Print Name: Notary Public, State of Commission No.: My Commission Expires: 4 {01322897;1} GT SUBLEASE THIS SUBLEASE ("Sublease") is entered into as of the day of , 2009, by and between OUTLOOK MEDIA OF SOUTH FLORIDA LLC, a Florida limited liability company, as Sublessor, and CARTER- PRITCHETT-HODGES, INC., a Florida corporation, as Sublessee Recitals A. Sublessor is the tenant under a lease with ("Landlord") dated , the "Lease", which is hereby incorporated into and made a part hereof by reference. All capitalized terms contained herein without being defined herein shall have the meanings ascribed to them in the Lease. B. The Lease is for the property located at , more specifically described as Miami Dade County Folio Number (the "Property"). C. Sublessor and Sublessee have agreed to enter into a sublease on the terms hereof. NOW, THEREFORE, Sublessor and Sublessee agree as follows: 1. Terms. Sublessee hereby leases the Property for the term ("Sublease Term") commencing on and continuing through and including . Sublessee agrees to comply with all terms and provisions of the Lease during the Sublease Term to the same extent as if Sublessee had been named Tenant thereunder. Outlook shall pay all amounts due under the Lease, until a Notice of Commencement is issued for the construction of an outdoor advertising sign on the Property. Beginning on the date that a Notice of Commencement is issued for the construction of an outdoor advertising sign, Sublessee shall be required to timely make all payments due under the Lease. 2. Indemnity. Sublessee hereby agrees to indemnify, defend and hold Sublessor harmless of and from all damages, costs, losses and expenses (including reasonable attorneys' fees and costs at all levels) arising in any way from: (a) Sublessee's failure to pay all amounts and perform all obligations under the Lease that are imposed upon Sublessor with respect to the period of the Sublease Term; (b) any use of the Property during the Sublease Term; and/or (c) Sublessee's negligence or willful misconduct. Sublessee shall also carry such insurance as is required by the Lease and shall include Sublessor as additional insured party thereunder. 3. No Assignment or SubSublease. Sublessee shall not assign this Sublease or enter into any subsublease or allow anyone else to occupy the Property. 4. Default. If either party shall fail to perform its obligations hereunder, the other party shall have all rights and remedies at law or in equity. All amounts due hereunder which are not paid when due shall bear interest at the maximum lawful rate. SUBLEASE THIS SUBLEASE ("Sublease") is entered into as of the day of , 2009, by and between OUTLOOK MEDIA OF SOUTH FLORIDA LLC, a Florida limited liability company, as Sublessor, and CARTER- PRITCHETT-HODGES, INC., a Florida corporation, as Sublessee Recitals A. Sublessor is the tenant under a lease with ("Landlord") dated , the "Lease", which is hereby incorporated into and made a part hereof by reference. All capitalized terms contained herein without being defined herein shall have the meanings ascribed to them in the Lease. B. The Lease is for the property located at , more specifically described as Miami Dade County Folio Number (the "Property"). C. Sublessor and Sublessee have agreed to enter into a sublease on the terms hereof. NOW, THEREFORE, Sublessor and Sublessee agree as follows: 1. Terms. Sublessee hereby leases the Property for the term ("Sublease Term") commencing on and continuing through and including Sublessee hereby assumes all obligations for payment of Rent and all other amounts imposed by the Lease and for performance of all obligations required by the Lease for the entire Sublease Term. Sublessee accepts the Property "as -is, where -is and with all faults." Sublessee agrees to comply with all terms and provisions of the Lease during the Sublease Term to the same extent as if Sublessee had been named Tenant thereunder. Sublessor retains all rights to the Security Deposit for the Lease 2. Indemnity. Sublessee hereby agrees to indemnify, defend and hold Sublessor harmless of and from all damages, costs, losses and expenses (including reasonable attorneys' fees and costs at all levels) arising in any way from: (a) Sublessee's failure to pay all amounts and perform all obligations under the Lease that are imposed upon Sublessor with respect to the period of the Sublease Term; (b) any use of the Property during the Sublease Term; and/or (c) Sublessee's negligence or willful misconduct. Sublessee shall also carry such insurance as is required by the Lease and shall include Sublessor as additional insured party thereunder. 3. No Assignment or SubSublease. Sublessee shall not assign this Sublease or enter into any subsublease or allow anyone else to occupy the Property. 4. Default. If either party shall fail to perform its obligations hereunder, the other party shall have all rights and remedies at law or in equity. All amounts due hereunder which are not paid when due shall bear interest at the maximum lawful rate. From: Slazyk, Lourdes Y Sent: Wednesday, December 16, 2009 11:22 AM To: rex@carteroutdoormiami,com; hsanromanlaw@bellsouth.com Cc: Bittner, Warren; Bockweg, Pieter; Toledo, Orlando Subject: FDOT Applications The City declines to sign -off on the six (6) FDOT Applications for Outdoor Advertisement Signs submitted by Carter Pritchett Hodges, Inc., d/b/a Carter Outdoor Advertising, Inc. ("Carter") because Carter has no entitlement to such under the authority of either the City of Miami Zoning Ordinance, Carter's Settlement Agreement with the City, dated August 18, 2003, or the City's/FDOT's 1000 FT Pilot Program. End of Forwarded Message SETTLEMENT AGREEMENT This Settlement Agreement is made and entered into this IL day of J e 2003, by and between the City of Miami (the "City"), a Florida municipality, and Carter Pritchett Hodges, Inc., d/b/a Carter Outdoor Advertising, Inc. ("Carter"), a Florida corporation, RECITALS A. The City has adopted ordinances that, among other things, regulate the size, height, appearance, lighting, and landscaping requirements for outdoor advertising structures ("Signs"). City ordinances have also prohibited Signs in certain zoning districts. B. As of April 2001, Carter owned 20 Signs in the City. Since April 2001, disputes have arisen between Carter and the City regarding the legality of City ordinances regulating Signs, the applicability of certain City ordinances to Signs owned by Carter, and the effect of Slate laws on City ordinances and on the enforcement of such ordinances. These disputes have resulted in enforcement actions and litigation now pending in the Appellate Division of the 11th Circuit Court in and for Miami -Dade County: Mary E. Bolton, Vicnel, Inc. & Carter Outdoor Advertising, Inc. v. City of Miami, Appellate Case No. 02-302-AP. C. The City and Carter desire to resolve all such disputes and the pending litigation between them in this Settlement Agreement ("Agreement"): NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Carter agree as follows: A GREEMENT 1. Incorporation of Recitals. The above recitals are true and correct, and are incorporated into and made part of this Agreement. 2 Sin Inventory and Removal of Sins. Carter owns all Signs listed on Exhibits A through C, and there are no other Signs within the City that are currently owned by Carter or any other of its subsidiaries or affiliated corporations or entities. Carter represents that (a) the information set forth in the attached Exhibits A through C accurately describe all of Carter's inventory of Signs within the City; and (b) Exhibits A through C identify each Career Sign within a C-1 or more restrictive district of the City. Carter has already voluntarily removed a total of two Signs. The City of Miami will issue any permits or approvals which may be required so that Carter can remove or relocate the Signs described herein: a. Set forth on attached Exhibit A is a list of Signs that Carter has already voluntarily removed. b. Set forth on attached Exhibit B is a list of all Carter Signs located in a C-1 district. Carter will remove all Signs listed on Exhibit B no later than December 31, 2023, provided the City takes no action to compel either the removal of such Signs or their, compliance with City ordinances prior to the voluntary removal deadline set forth herein. With respect to each of the Signs and Sign faces listed on Exhibit 13, Carter hereby expressly waives any right to receive from the City just compensation or any other relief therefor, whether such 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; Amendments V and XIV of the United States Constitution; or any other authority under state or federal law. Upon payment of a $20,000 per Sign relocation fee, the City will permit Carter to relocate any Sign structure listed on Exhibit B that is voluntarily relocated no later than December 31, 2008 to an allowed geographical location within a C-2 or less restrictive district. Nothing contained in this Agreement shall be construed to permit the relocation, construction, or installation of a Sign without the consent of the owner of the real property Where it will be located. Carter and the City acknowledge that Carter bears the sole risk of finding, securing and maintain the sites for its Signs, including any relocated Signs, and that its failure to find and secure suitable sites or to take advantage of the relocation right granted herein by December 31, 2008 shall not give rise to any claim for compensation or other relief from the City, and Carter expressly waives any such claim. Carter's obligation to remove its Signs as provided herein is not dependent in any way on its ability to find or secure sites for relocated Signs. c. Carter has no roof top Signs located within the City limits. d. Carter hereby expressly agrees that it will pay the City a liquidated penalty of $10,000 per day per Sign for any Sign it does not remove in accordance with the terms set forth herein. To secure its performance of these obligations, Carter shall, on December 31, 2022, post a performance bond equal to the total value of each Sign listed on Exhibit B that still remains in a C-1 district. ]n the event Carter fails to perform its obligations under this Agreement, the City shall be entitled to the remedies of specific performance and injunctive relief. e. Nothing contained in this Paragraph 2 shall prevent the City from reasonably enforcing its police powers and safety regulations. 3, Status of Remaining Signs, Listed on Exhibit C are all of Carter's Signs that will remain in the City of Miami following the removal of the Signs listed on Exhibits A and B, Unless prohibited by law, the City of Miami shall allow these Signs to remain in their existing locations subject to the payment of annual permit renewal fees as set forth below: a. Carter has provided the City with copies of all permits in its possession for the Signs that are listed in Exhibits B and C. Thereafter, the City will provide to Carter copies of permits in its possession for all other Signs listed on Exhibits B and C. The City will issue replacement permits for any Signs for which neither the City nor Carter is able to locate a copy of the original City permit. For each such replacement permit issued, Carter will pay the City of Miami a permit replacement fee of S5,000,00. Carter has three missing permits representing $15,000.00 in replacement fees, due upon the effective date of this Agreement. Any replacement permit for Signs listed on Exhibits B and C shall be specifically limited to the terms set forth above. Upon completion of the exchange of permits and the issuance of replacement permits, the City of Miami shall not require Carter to obtain any further perrnits or approvals from the City for any of its Signs listed on Exhibits B and C other than the renewal fees specified herein; provided however, nothing herein shall exempt Carter from its obligation to obtain required permits to repair its Signs. b. Some of the Signs listed on Exhibits B and C do not conform with current City ordinances that regulate the height, distance requirements, or orientation of Signs. In the future, the City may adopt additional ordinances regulating Signs. As of the effective date of this Agreement, all Signs listed in Exhibits B and C shall have the legal status designated in Exhibits B and C. The City will permit any Signs listed on Exhibits B and C to obtain variances at no additional costs relating to height, orientation and distance so that they may remain as nonconforming uses or nonconforming characteristics of use for the terrns specified above, provided that such Signs comply with all other regulations regarding Signs including applicable landscaping requirements. Nothing herein shall prevent the City. from reasonably enforcing its police powers and safety regulations. Carter's rights to maintain and repair its Signs under the terms of this Agreement shall expire and terminate on December 31, 2028. Any City Sign law promulgated prior to this date shall not be applied retroactively to Carter. .a_ 4. Required Payment. Carter will, within 10 days following the effective date of this Agreement, pay the amount of money necessary to: (a) satisfy existing fines, (b) satisfy and extinguish any existing liens on properties that have been imposed as a result of enforcement proceedings against Carter's Signs, (c) satisfy any and all fees, permitting and renewal, from January 1, 2000 to the effective date of this Agreement; and (d) reimburse the City for all expenses incurred as a result of the City's enforcement proceedings against Carter's Signs (the "Payment"). The Payment required of Carter pursuant to this Paragraph shall be $350,000. 5, Permit Renewal Fees, In addition to the payment of any one-time permit replacement fees, Carter shall pay the City annual permit renewal fees as follows: a, For the Signs listed on Exhibits B and C, Carter will, annually, pay the City annual renewal fee of $1,5D0 per Sign structure, beginning one year from the effective date . of this Agreement. b. Annual renewal fees shall be increased beginning in 2006 and each year thereafter by the CPI cost of living index, 6. Retrofitting of Signs Elit ible to Remain. Except for those Signs that are under 20 feet in height, all Signs in Exhibit C that are currently supported by multiple J-beams, shall be replaced with monopole structures on a one structure per month basis, commencing January 1, 2004 until all multiple I-beam support structures have been replaced. 7, Overhei:eht Sins. The State of Florida has built and is currently building sound walls along certain highways. These sound walls obstruct or will obstruct visual access to certain lawfully erected Signs in the City. For those Signs to which visual access is or becomes obstructed by State -constructed sound walls, Carter may raise their elevation to such height necessary to restore visual access so long as any such elevation complies with applicable State and county building codes, and provided that the top of the Sign shall under no circumstances exceed 65-feet above the crown of the adjoining highway. The City will issue to Carter any permits or authorizations which may be required to effectuate the purposes of this paragraph. 8. Replacement and Relocation of Signs. in the event it becomes necessary for Carter to replace any •Sign listed on Exhibit C, the City will authorize Carter to replace such Sign on the same site or to relocate such Sign within an allowed geographical location in the same zoning district according to relocation standards to be adopted by the City consistent with this Agreement. This right to maintain, replace and relocate the Signs listed on Exhibit C shall expire and terminate on December 31, 2028, Any City Sign law promulgated prior to this date shall not be applied retroactively to Carter. Nothing contained in this Agreement shall be construed to permit the relocation, reconstruction, or installation of a Sign without the consent of the owner of the real property where it will be located. Carter and the City acknowledge that Carter bears the sole risk of finding, securing and maintaining the sites for its Signs, including any replacement Signs, and that its failure to find and secure suitable sites or to take advantage of the replacement right granted herein shall not give rise to any claim for compensation or other relief frorn the City, and Carter expressly waives any such claim. Carter's obligation to remove its Signs as provided herein is not dependent in any way on its ability to find or secure sites for replacement signs, 9, Public Service Project. Carter will provide outdoor advertising space to the City to publicize City events and related activities, The City shall be responsible for providing Carter with any sign copy it would like displayed, and will pay for the cost of installing the sign copy. For each year between July 1, 2003 and June 30, 2024, Carter will, as space is available, provide outdoor advertising space (o the City within the City and within other major media markets throughout the State of Florida for the display of City -prepared advertising materials, 10 pending Cases: \'acatine of Liens. Within 30 days following Carter's delivery of the Payment to the City, the City shall move to vacate and set aside the Final Administrative Enforcement Orders which are attached hereto as composite Exhibit D, and take appropriate action to satisfy and set aside any liens imposed against property owners who have been the subject of enforcement proceedings as a result of Carter's Signs. The documents vacating and setting aside the enforcement orders and any liens shall be in a recordable form satisfactory to Carter and the property owner. The parties will also dismiss, with prejudice, all code enforcement notices of violation, code enforcement orders, court cases, and appeals regarding the Signs listed in Exhibits A, B, and C. 11 Nonwaiver of Legal Positions; Condemnation Rights., Unsafe Structures, The parties acknowledge that this ,Agreement is a compromise resolution of disputed claims and agree that it shall never be treated as an admission or evidence of liability by either of them for any purpose whatsoever. Nothing in this Agreement shall bar the City from initiating procedures or adopting ordinances to compel the removal of any lawfully erected Sign. Except as expressly provided in Paragraph 2 herein, nothing in this Agreement affects Carter's right to receive just compensation from the City if the City elects to remove any lawfully erected Sign belonging to Carter. Nothing in this Agreement shall affect in any way the City's right to condemn a Sign in accordance with applicable law and/or to take action against any Sign structure determined by the City to be unsafe, Any such action by the City shall not be used by Carter as grounds to invalidate this Agreement. 12, Property Owners Protected. So long as Carter complies with the terms and conditions of this Agreement, the City will take no action to enforce its Sign ordinances against -7- the owners of the property on which Carter's Signs are located. 13. Term and Expiration. This Agreement, and all rights and obligations of the parties, and specifically including any and all vested rights, shall terminate and expire on December 31, 2028. Any City Sign law promulgated prior to this date shall not be applied retroactively to Carter. 14. Further Assurances and Cooperation, The parties recognize that it will be necessary to amend the zoning ordinances and Code of the City of Miami in order to effectuate the purpose of this Agreement. The parties will work cooperatively to draft any necessary Code amendments and ordinance revisions necessary to effectuate this Agreement. Carter and the City agree to prepare and execute such additional documents, resolutions, ordinances, and other actions as may be necessary to effectuate the purposes of this Agreement. Carter covenants not to sue the City, or to provide financial or in -kind support to others who sue the City regarding the City's Sign regulations. The City will reasonably cooperate' to resolve issues, if any, raised by Miami -Dade County regarding the Signs permitted pursuant to this Agreement. 15. Most Favored Nation, In the event the City shall reach a settlement with any other billboard owner, Carter may elect to be governed by all terms, conditions, covenants, and restrictions contained in that settlement agreement. if Carter so elects to be governed, it shall give written notification of its election to the City Attorney or his /her designee within 60 days of the notification of National of such agreement. The election shall be effective as of the date of the election and shall not be retroactive. 16. Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be delivered to the persons listed below: As to Carter: Mr. Richard Pritchett President 0 with a copy to: To the City of Miami: with a copy to: 17, h4iscellaneous, Dispute Resolution: Mediation; Arbitration; Attorneys' Fees, Any a. Carter Pritchett Hodges, Inc,. 6601 Bayshore Road N. Ft, Myers, FL 33918 Telephone: (239) 543-1110 Fax: (239) 543-2122 George F. Knox Douglas M. Seaton THE KNOX FIRM 150 S.E. 2'd Avenue Suite 900 Miami, FL 33131 Telephone: (305) 577-3775 Facsimile: (305) 577-4887 Mayor Manual A. Diaz City of Miami 3500 Pan American Drive Miami, Florida 33133 Telephone: (305) 250-5300 Alejandro Vilarello City Attorney City of Miami 444 S.W, 2nd Avenue Suite 945 Miami, Florida 33133 Telephone: (305) 416-1800 disputes among the parties, except those involving the City's police and safety powers, shall be resolved as follows: In the event disputes arise among the parties regarding the terms of this Agreement, the parties shall use their best efforts to resolve their own disputes; if they cannot resolve their differences, either party may then request mediation, which mediation shall be attended by both parties with a certified mediator chosen by the parties. if the mediator declares an impasse, either party may then demand binding arbitration, if arbitration is instituted between -9- the parties with respect to this Agreement, the prevailing party therein shall be entitled to recover, in addition to all other relief obtained, all reasonable costs, expenses and fees (including reasonable attorneys' fees, paraprofessional fees and expert witness fees), incurred in such arbitration or appeal and in any post -arbitration proceedings, The parties acknowledge and agree that except as to issues arising from the City's police and safety powers, they are agreeing to mediate / arbitrate their disputes, and are expressly waiving their right to litigate their disputes in court. b. Construction. This Agreement has been executed and delivered in, and shall be interpreted, construed, and enforced pursuant to and in accordance with, the laws of the State of Florida, c, Counterparts. if multiple counterparts of this Agreement are executed, each shall be deemedan original, but all counterparts together shall constitute one and the same instrument. d. Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. e, Entire Agreement. This Agreement sets forth al) the promises, agreements, conditions and understandings among the parties hereto as to the subject matters referenced herein, and supersede all prior and contemporaneous agreements, understandings, inducements or conditions expressed or implied, oral or written, except as herein contained. f. Binding Nature. This Agreement will be binding upon and will inure to the benefit of any successor or permitted assigns of the parties hereto. Carter agrees not to transfer or convey any ownership in any Carter Sign identified in Exhibits A through C unless -10- the transferee shall execute and deliver to the City an agreement to be bound by the terms and conditions of this Agreement. Carter hereby represents and warrants that it: (a) is a corporation in good standing under the laws of the State of Florida; (b) is duly authorized to transact business in the State of Florida; and (c) has taken all corporate actions necessary to authorize execution and performance of this Agreement. The City hereby represents and warrants that: (a) it is empowered to enter into this Agreement; and (b) this Agreement has been duly authorized by the Board of City Commissioners of the City of Miami pursuant to the requirements of Florida law. g, Amendments. This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof. No oral statement or prior written material related to the subject matters hereof and not specifically mentioned herein shall be of any force or effect. No change in or addition to this Agreement shall be enforceable unless evidenced by a writing executed by the parties. Any such enforceable amendment(s) shall become effective on the date stipulated therein. h. Release and Waiver. Any condition to a party's obligation hereunder may be waived by that party, provided such waiver is in writing. However, the waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof. The failure by any party to timely enforce any of the provisions of this Agreement shall not be deemed a waiver thereof. (i) The City hereby releases and' forever discharges Carter, 'its agents and employees, from any and all claims, actions, causes of action, damages and costs arising from violations, alleged or actual, of the City's Sign regulations, which have been or might have been, brought as of the effective date of this Agreement. -11- (ii) Carter hereby releases and forever discharges the City, its agents and employees and elected officials; from any and all claims, actions, causes of action, damages and costs arising out of the City's Sign regulations, or enforcement thereof and without limiting the generality of the foregoing, Carter specifically waives the right to challenge the validity, constitutionality or enforceability of the City's Sign regulations and the right, if any, to reimbursement of any fees and costs incurred by Carter in its defense of enforcement proceedings. (iii) Neither Carter nor the City shall be deemed to have waived any right to bring an action to enforce the terms, conditions and limitations of this Agreement. i, Indemnification; Compliance With Electrical and Structural Codes, Carter acknowledges and agrees that this Agreement does not in any way alleviate Carter's responsibilities to comply with all applicable safety and/or construction requirements in removing, relocating, maintaining, repairing or in reconfiguring any Sign fact or Sign structure, and Carter shall not be excused from complying with the requirements of any electrical and • structural building codes and riles and regulations general application in effect at the time a building or electrical pennit application is filed in connection with reconstruction of an existing Sign. Carter agrees to indemnify, defend and hold the City harmless from and against all claims asserted by any person seeking to challenge the efficacy, validity or constitutionality of this Settlement Agreement, or any ordinance or resolution enacted to adopt this Settlement Agreement, including claims by lessors of Carter that result directly or indirectly from this Settlement Agreement. Carter will also indemnify and hold the City harmless for any injury, either to person or property, that results from a Carter Sign structure or associated Sign face. j, Invalidity. If any section, phrase, or portion of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision, and such holding shall not affect the validity of the remaining portions hereof. In the event this Agreement is invalidated by a third party, then the parties hereto shall be returned to their respective legal positions as such existed on the date one day prior to the effective date of this Agreement. k. Integrated Agreement, Each party's obligations hereunder are dependent upon performance of the material obligations of the other party, 1, Effective Date. This Agreement shall become effective as of the date it is approved by the Board of Commissioners for the City of Miami and is signed by both parties. CARTER PRITCHETT HODGES, INC, 77 Ci Manager A ' , "`., Its: � :5 Dated't i , 2003. Att 94,,, City Clerks Dated: 200� Approxal asxo iop an Dated: ello,, City Attorney , 2003, Dated: , 2003. -13- ,-�sti r Vl4/Vil r^I.f Exhibit A Physical Address of Board t Voluntarily Removed 4248 NW 14th Street 2 Voluntarily Removed 1400 NW 42nd Ave rr. •.ra V..4V Exhibit B �-aau r uomicl Board Number Physical Address of Board Height Distance As of June 2003 ry 5352 . 566 NW 22 STREET • 42 NA Legal 2 5408 529 W. FLAGLER 49 NA Legal 03- 775 =Anionn l+ Board Number physical Address of Board Height Distance As of June 2003 3514 S. DIXIE HIGHWAY 44.6 NA Legal 5111 3880 BIRD ROAD 42 NA Legal 5217 454 NW 22 AVE 44 NA Legal 5242 1501 NW 7 AVE 28.4 168 Legal 5270 3636 NW 22 AVENUE 31.5 NA Legal 5288 1100 N. MIAMI AVENUE 22 ' 260 Legal 5289 59 NW 36 STREET 24..7 186 Legal 5291 — 561 NYV 29 STREET 48.4 201 Legal 5305 25.4 226 Legal 5324 7036 NW 5 AVENUE 420 NW 37 STREET 30.7 200 Legal 5325 5327 1050 NW 14 STREET (WALL) NA NA Legal 5346 1311 NW MIAMI CT, 30 205 Legal 3825 NW 2 AVENUE 44.8 178 Legal 5356 501 NW 36 STREET 37.8 208 Legal 5402 3640 S. DIXIE HIGHWAY 37.2 NA Legal 5404 224 SW 6 STREET 27 _ NA Legal 5406 03- 775 r , rJV K OFJ,yAMI D.Zr, mxN' r' or .FLA. i�,' G & ZaNIN G. iU ING BOARErs nrvisioN CoIJEENT ORCEMENT BOA.BD IN RE.MA ITER OF; CITY OF MIAMI Pcti•tian er Mary E BeItion Jad VTtmeJ lnt. Rapordents 1 vVJ/UL, C No.; b2O8O13 Case No,: C20.40.% `r QUER Tire Mauer cane to be brdrd at a final beasin on Pay29 2Nr2, cancem1AI vsotzv ory 'the Ci ty of M%srvi Codc Ltd sertotu of the Zoning Ordix»tethe. Special Master baying heard aII irtzer=ted parties, reviewed the rtcord, vn the City of Mi-ezni Code, the Cary ofM'Js u Zoning Orris ce, aad otherwise bring fully advised is the premises, ands as follows: 1, • Tkrc Suljcct sib is 1oetud in n CI zoning c1as ict Article 4 of tho City of Zoning COCK prohibits outdoor advertising signs, such as the subject sign, in C1 zonirt disric; , Therefore Rcspondssrts, Mary E..BoJton and Vic el, Cnc., and art in riolatiori of the City of Miami Cade and axe hereby found Miley of said violation. 2. 0:dinariee I J 000, Ar clo 11, Seaton 11072.2 provided that any sign, billboard, or commercial ac+v=lisLag strztctz;.re which coasoru;es anariconforminp charanTeri stac ofuse sbrll cornpletcI.rit-Loured fJ WJ the premises within Five (5) y("amortization period") hth:t the date it b-ec=te Acacnxtf'o:t in . 3 The c.flective date of Ordinznoc 11000 was Septambez 4, 1990. The fry (5) yeas a ordz.-tcinn poriod expired on September 4, ) 99S, 4. In April, 2042, 'the Miatni Ciy CoCozzunissicm adopted Ordinznce 12Z1. which teptaltd Article 11, Section 1 107..2.2. 5, The Notice of Viola on issued for these proce cti.ngs contains i nm e refer ping to Article J 1 as well us JPrt~^uagc advising thevioJz or(s) of the status L:o1"tlrcir YJae-11min arxordanc:; with other prrovisians of the City of Miami Corse. The Notice is proper. 6. The annortizatian pcdod contair.-d in Artcle 11, Section 1 107.2-2, (1990) c piztd on September 4, 1995 and thv'efore a savings cisme is not requirrxl to "cave'this Article, The subjo:t sirs 03- 775 Received Jul-07-7003 17.P3 Frera-S055774e67 Tc-,MOGAN & HART SON ,L.I. Pace 009 4 • J 5 r zoo cordxnrrrinfi ist Scptexn2=r, 1990 and ille8,41 in Scp'l.l.,bct, 1995, Tbc fact ttas'Arti to 11, ..50ctiort 1101 '' ? was txpc.zirsl is ofiu canes ior.o to these proct=lizzip zts th"un t az~d PtrPo.se a thix secs; oxa Try .aa r� thae atxrtc todcr as an?, did fa o's 3 990 to 1995; The . n,,.,et cxf 111•5nc7r 11071.2 In 20i,2 dots not s rye to Ccmvrrt c t}xt was foiucd tv be Lava 1u 1995 i-atn a lcsal sags. Whcrcfnrc, it iS ADJUDOE7) AA'D ORU1 follows: 1. Tbc subject xig xs arc lllcgal ind Must' lrk rt cved witl;ir, 90 ayes of the daio o1'th'S Ordea% 2. If said vigxs arc 10ot rtr lovrd w rhitz the 90 days the violators will rarb ps}, a .fizc of two hi c td and fifiy dollars ($250.00) pe da; L -dI coarptia cr 1th this C sdcr. DONE AND OR.DER,EtD in :Yilarti., MiWni.r>ctrir, Co.s v -- on this 26`" y or June, 20q'1. Coplct Funaishtd ta: t rot ucto, Special CotmieL, City of Miami! Grvcgc Krim Esgt,ttr, CMtznscl for Mary E. Boit= arrd Vjcncl, inc Job Maxwr..11, Esquire, Deputy CityAttoracy 2 Received Jul-01-2003 IT:23 Protr-30.C7T480T Tcr-HOGAN HARTSoN,L.L. Page 00d n n ry r�r r f T7I Cl i' Y OF lv51A..hil, T`T-.O iU A Car 1$.3R"C BO.a.R.I) tevistant City Managrr 7 ERESITA L f ERNANDEZ, R.A., AE'N .. MIAMI13yL 1019.FEFrli ST MIAMi BEACH FL 3319-6504 Te .anr. �w r vu.ivtr #^IJi tco t,rl~. 19677PG3O3 I REG. Tuc-aday,14e-v-erobor 14, 2000 CR• .16991 c No: 0016991 CART oS I. CI ENC2 City manager A: -dress: 224 5W 6'S fu1.-02.044-000-1020 polies:: 01-0204-000-1020 020 1.ep1: C.:11 Y OF MIAMI SOUTH PE B.41 PT LOTS 3 & 4 DESGBEG SW COR LOT 4 N150FT f22.0871- S Y A 7 59,t55FT SE4ti.59FT'it 35.58E S 5" 1' W TO POD & ,ALL LOT SDLK40 I Iceriag Di ; Wccincsciny, 7vavember OS, 2000 FIN'a.L ApM-1M TL&T 1 NFOP MfENT OFI DER The Code Enforcement. Board has found you guilty of violating the foUowing laws, including Zoning Ordintrncc of the City uCMlntu, l'luriax (OtaLtausx 11000, w arucculc(t): City Code SECT. J0-3 OF TJtE CITY CODE WHICH REFERSTO S-EC'T, 301.1 OF THE Sft3C. WORK COMPLETED WITHOUT A PERMIT. Zoning Ord. ART. 926.15 NONCONFORMING OU'TDOORADVEKTLSJNG SIGN You arc bcrcby ordered to correct sold violation by Wedne$day,Msrrh, 7, 2601. Ifyou fail to comply by sait3 elate, yott w;il therc2rter be Fined the gum oft 0 per day. It iS your respoo3ibility to advise the l:n.spectar imxnt.•distely artzr the vlolitlon bas beet) corm to obtain ais Affidavit of Complbnee-. Founts ua obtain eu Affidavit or CompliinciwllT TestiT2 in tkte tontusntng oct;t•tlal-tif th�daily iZue; A cc.-tificel copy of th.is Vier may bc recorded in the Public Retards of Dade County a.ad therezfter shall ccrost?vvtt A lien np}tinst the above referenced property and any other real or personal properry that ycu own. LIENS THAT REMAIN UNPAID FOR THREE (3) MONTHS MAY BE FORECLOSED IN COURT. In sddivan, the Certif&.cattt of Use and OccupaJ'ianal License of any business occupying this property truly be suspended or withheld. Operating a business without all rtgttlrt4 licenses IS illegal under state and city law, xnd is pttnkltablc by ceritnaawl arl'cot and/or cloatnis tl1C bW�ness• Should you have :my questions regarding this Enforcement Order, or if you wish to advise the Code Err.forcacraent Board that the violation has bin cnt i,.4t,_d, please call TSR.A.FL 3.15ANEZ at City orirt.iauti Code l:p}'vs-.rsucrst Boned Teresina L Fernandes Cbicr of licartng I3oartis .nd Deputy City'Clerl: IV{A. ,u,rvu•tsc�r�x>cJ ocrxr:e rr1+vr1. FL CRCv. F371 tFOP MI Po M„r, HARVEY FiUY1N cLares cu2C'vrr couri3' Ths �O Y ttui flo6 iS 9 btu aid tolled myd frit Cafe Enfoiariazi gl>kr, mod, j - i4 -- ace zdatiriAi (s)D+'CIinkrf4l fieswmem Taros ieaa'i.:.r ..Plnrnam c..Z,C1crk bib mud lA.IX9 1 �} ,y t • atria Of I-ILk.RINGoo,uc5/P.0.Ga.)io7o9/t;arni,Florida 33233-b708/U0S)41&-203D fiCS`1r^sri--►ri nAa, uI„ Ftecslvod Jul-G7-7(43 1/:22 Front-30Ss7I4E87 To-NOCAli i NART1:0N,'t.L. Pave ,,Ot;; ZONING FACT SHEET Legistar File ID: 09-01464za Location: Appeal of Zoning Administrator Interpretation Applicant(s): Amanda L. Quirke, Esquire on behalf of Outlook Media of South Florida 1441 Brickell Avenue 15th Floor Miami, FL 33131 (305) 536-1112 Request: z.1 A RESOLUTION OF THE MIAMI ZONING BOARD DENYING OR GRANTING THE APPEAL BY AMANDA L. QUIRKE OF THE ZONING ADMINISTRATOR DECISION DATED DECEMBER 16, 2009, RELATED TO THE ISSUANCE OF A PERMIT FOR OUTDOOR ADVERTISING SIGNS, REGARDING A PROVISION CONTAINED IN ARTICLE 10 OF ZONING ORDINANCE NO. 11000, AS AMENDED, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA. Purpose: The approval of this appeal may result in the reversal of a zoning interpretation. Finding(s): Office of Zoning: Recommended denial of appeal and uphold zoning administrator's interpretation. Analysis: See supporting documentation. Zoning Board: Continued on February 8, 2010.