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HomeMy WebLinkAboutExhibitOutdoor Advertising Sign npuw 12-13*62 Property Address 400Scz11Avenue atthe James L. Knight Center npuusoeu July 8,zoza Selection Committee Meeting June z6,zoz* City Manager's Approval mCommittee's Recommendation July r'zom Selected Proposer outfro",Media Miami, uc(f/k/aVan Wagner Proposal Summary Project Investment and Anticipated Sales: ° Cost ofimplementing marketing plan and installation: $500000.00 w Cost ofimplementing maintenance plan: $32'I2O.0O(first year) ° Amount ofanticipated sales: $3O0,O08.UO(first year) Return to the City * Permit Fee ($14.UO/Sq.PLofsign face xl2months) $l12,896.0U(per year) w Proposed Minimum Base Use Fee: $IZ'OOO.00(per year) w Proposed Percentage Fee: 796 of Gross Sales Marketing Plan: ° Proposer will sell eight (8)second spots ona64'secondloop. * Proposer expects that it will attract similar pool of advertisers to the wall murals they operate throughout the City of Miami including the following categories: automotive, consumer products, fashion, financial services, real estate, telecommunications, and the like. • Due to its location on the James L. Knight Center, this digital display will have added appeal to advertisers that are participating in the various events being held at the facility throughout the year. m To maximize revenues to the City, the Proposer will reach out to advertisers currently buying out -of -media in Miami. w A typical advertising contract covers a 4-week period. Some advertisers purchase spots on a month -to -month basis, while others, purchase on a 12'month basis. Proposer will create a mix of permanent, campaign, and domination advertising so as to maximize revenues for the City. w In the event that any of the spots are not being used, Proposer will provide the City use of the spots for its own messaging and branding efforts. Installation and Maintenance Plan: 0 Proposer will install a 13mm LED screen that measures 14'h x 48'w. Page 1 of 4 �� w The display is manufactured by Daktronics, a leading manufacturer of digital displays in the world. • Thisdisp|ayiscommon|yusedforroadsidesignagebecauseitcanbepre'assemb|ed' minimizing interference tothe roadway below. * Proposer will construct the display with rear access through a door in the walkway behind the sign space. • After obtaining all required permits, their plan is to bolt steel structure tothe steel frame ofthe building that will cantilever about 24^off the wall. m The display will be modular and can be pre -assembled and lifted as a single unit. m The digital display comes equipped with se|fdiagnooticsoftware, including camera that enables tosee, inreal time, the full board. m Many issues can be addressed remotely, however, if the issues are deemed incapable if being fixed remotely, their crews (Certified technicians) will be notified of the problem immediately and can be dispatch right away to remedy the problem. Repairs are typically completed within 24hours from the time they are reported. Financial Capacitv: The Proposer's 2013 revenues were approximately $275 million and had a net worth of more than $3Smillion. Effective October 1, 2014 CBS Outdoors merged with Van Wagner Communications, LLC. the Proposer's parent company, now the largest privately held out -of -home advertising company in the U.S. and the North American's most diversified out of home provider. Submission Requirements: / Copies: 1ohgina| plus ZOoopies / Registration Form / Registration Fee $lSU.O0 / Earnest Money Deposit $l0,U0O / Required Fee Schedule: Greater of Minimum Base Rent (with 5% annual escalator) or Percentage Rent / Letter ofBank Commitment showing capacity to complete project / RFL|Submission Form (Exhibit E) Experience, Background of Proposer & References / Minimum 3 yearexperience installation, management, operations and leasing of outdoorwall advertising venues / Minimum 3 year experience developing and implementing marketing program(s) with revenue initiatives for large population exposure locations. / Information onManagement/0perations/Deve|opmentTeam members / Resumes on each principal / Resumes each management team member v/ Three (3) references for each person identified in Section 2(G) (management, operations, and development team). Page Iof4 `/ Evidence of Pnopose/s Financial Capacity/wherewithal or financing from a financial institution on letterhead stationary showing the Propose/s capacity to develop, maintain, and operate the Project as required and proposed in the RFL| proposal. / Proposer nor any principal, officer, owner, or stockholder of Proposer shall be in arrears or in default of any debt or contract involving the City, nor have failed to perform faithfully on any previous contract with the City. Other Elements for Inclusion in Proposal: / Rendering Requirements: A) Building elevation with signs location 8) Site Plan with placement onwall [) Site Survey D) Active Area ofOutdoor Advertising Signs dimensions E) Embellishment Area & total sign area cost °' Comprehensive Marketing Plan / Hurricane Preparation Plan & protocol for sign removal / installation/Maintenance Lighting Plan (p. 10) ,' Night Illumination v' Notarized Certificate ofAuthority (Exhibit F) / Executed Proposer's Declaration (ExhibitG) Page 3of4 ,L. 1a 400 S.E. 2nd AVENUE, EAST FACE l�11lwl 11VOil111 l, 11111111111i11111y Vi MmV 1X lwq W!N" Wm WIVW . i. .. 4J ddl�lu�i "1w tl,l'd�Jnn Page 4 of 4 Outdoor Advertising Sign nnuo 12-13-06 Property Address mmsEz`1Avenue at the James L.xmcht Center xFuuoveu July 8,zo13 Selection Committee Meeting June z6,zom City Manager's Approval o,Committee's Recommendation July r'zuz4 Selected Proposer o"tfron,Media Miami, LLc(f/k/aVan Wagner Miami, LLC) UoseSummam Initial Term of the License is five (5) years and three (3) five (5) year option to renew. Minimum Base Use Fee. The Minimum Base Use Fee is an annual guaranteed fee of Twelve Thousand Dollars ($12,000.00) per License Year to be paid in monthly installments of One Thousand Dollars ($1,OOO.00)per calendar month. Minimum Percentage Use Fee. The Minimum Percentage Use Fee is 20% of Effective Gross Sales earned from the sale of advertising on the Sign Apparatus during a License Year. "Effective Gross Sa|es" is defined as the total amount of Gross Sales after all valid exclusions and deductions, including a reduction equal to anyamounts paid by Userduring each License YearforanyCity Permit Fee inaccordance with Article IX. Sec. 2'779.(e)ofthe Code. * Example: Gross Sales (projections for l'tyear) $300000.00 Valid Exclusions, Permit Fee ($14.00/Sq.Ft.ofsign face x12months) $112'896.80 Effective Gross Sales $187,104.00 Percentage Rent X 2096 Percentage Rent Amount $ 37'421.00 Less Minimum Base Rent Paid $ 12.000.00 Total Rent l'tLicense Year $ 25,421.00 Total City Revenue: Permit Fee ($14.0O/Sq.Ft.ofsign face xIImonths) Total Rent I"License Year Total Revenue to the City $I12,896.00 $ 25'421.00 $138,317.00 � The Minimum Base Use Fee shall be adjusted on an annual bads by 5%escatator upon the anniversary date of the Effective Date of the License. � |nthe event that the City Pert -nit Fee, according toArticle IX. Sec 2'779.(e)ofthe Code, isamended and the annual fee amount is reduced, then User shall agree to adjust the Minimum Base Use Fee to reflect an increment equivalent to the amount reduced to the existing annual permit fee. Page 1of4 The City reserves the right to terminate at wi I I at anytime upon not less than thirty (30) days written notice bythe City Manager. If the City the City terminates the License for any reason other than due to a default the City shall reimburse User for the unamortized costs of the Sign Apparatus and all other capital expenditures made by User in connection with this License in accordance with User's costs and reimbursement ohedu|e(Exhibit"F")|nnoeventvviUthe[ityreimbursementexceedtheamountof$4I4,7SO.Oq aslisted onExhibit F"Capital Expenditure Costs and Reimbursement Schedu|e°. Capital Expenditure Costs: Capital Expenditures Cos Structural work toBuilding Wall $150/000 Electrical $20,000 14X4OLED Screen $I19,250 LED Shipping $2,500 Engineering $3,000 Survey & Other Professional $1,500 Direct Labor $10,500 Permitting $3,000 KUisc $5,000 Total (Cap) $414,750.00 Page Iof4 Reimbursement Schedule: Termination during License Year Percent ofUser's Capital Expenditures Eligible for Reimbursement Year 90% Year 98% Year SO% Year 25% Year 10% Years6'ZS O% � The City will have access to use the LED Sign faces through the State of Florida's Office of Emergency Management ("OEM"), upon official activation of the 0EK1 for certain limited emergency reasons such ashurricanes, amber alerts, and police orfire emergency situations. � All repairs and maintenance to the Sign Apparatus as well as any repairs to necessary installations, equipment orfacilities thereon shall bemade byUser atits own expense. User shall pay all proper charges for gas, e|echcity, light, heat, water and power, telephone, protective and other communication services, as well as all other public orprivate utility services, which shall be consumed or utilized by the Sign Apparatus, at any time during the Term. Page 3 of 4 400 S.E. 2nd AVENUE, EAST FACE ELEVATIONS WO, ,11 111:41r "vor,,,,,;:omw041,0,0',,,t,-.0000pomvw,040 140000,04;044,,,, SCAL EL I /16' I-0' ,41 , ,,1,1,11111 „111, „ liiiiii11110111i0011110,1„ , )(1.11:111111.411110111;ILJ,4,,,,,6,,,,vd„Lo..„11,.., Page 4 of 4 LICENSE AGREEMENT This LICENSE AGREEMENT ("License") is entered into, as of the Effective Date, by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida ("City"), and OUTFRONT MEDIA MIAMI, LLC, a Delaware for -profit limited liability company, authorized to transact business in the State of Florida ("User" and, together with the City, the "Parties"). RECITALS A. The City owns that certain property, and the improvements thereon, as more particularly described in Exhibit "A" attached hereto and made a part hereof ("Property"), located at 400 Southeast Second Avenue, Miami, Florida. B. The City, on July 8, 2013, issued a Request for Letters of Interest No. 12-13-062 (as amended, "RFLI") a copy of which is available at the City Clerk's Office, and any addendums issued to this RFLI, all of which are deemed as being incorporated by reference into this License as additional documents providing supplemental terms and conditions; provided, however, that in the event of any express conflicts between this License and the other documents referenced this License shall govern. C. User's response to the RFLI ("Proposal" and, together with the RFLI, the "Solicitation Documents"), was selected as the most qualified proposal, and is incorporated, by reference, herein. D. User changed its name from Van Wagner Miami LLC to OUTFRONT Media Miami LLC on November 20, 2014. User retains the same Federal Tax identification Number. The name change is reflected in the Letter to the City Manager dated January 28, 2015 which is attached hereto and made a part hereof, as of Exhibit "F". E. The Miami City Commission, by Resolution No. R-15- , passed and adopted on , 2015, approved the selection of User. F. This License: (i) does not transfer any interest in real property, including any leasehold or any other possessory interest in real property owned by the City; (ii) does not convey or transfer any right to exclude the City from any real or personal property; (iii) permits only certain, enumerated, and specific permitted uses, and does not permit anything further; and (iv) is revocable -at -will by the City Manager subject to the terms and conditions of this License. NOW, THEREFORE, in consideration of the mutual promises of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1.1 herein: ARTICLE I: EXHIBITS & DEFINITIONS Exhibits. The following Exhibits shall form a part of this License and are incorporated Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" The Property License Area Sign Apparatus Insurance Requirements Capital Expenditure Schedule Letter to City Manager Gross Sales Report Page 1 of 33 1.2 Definitions. Any word contained in the text of this License shall be read as the singular or the plural and as the masculine, feminine or neuter gender as may be applicable in the particular context. More specifically, however, for purposes of this License, the following words shall have the meanings ascribed to them in this Section 1.2. 1.2.1 "Additional Use Fee" shall mean all those additional sums, charges, or amounts due under this License, whether so labeled or not, and distinct from Base Use Fee, Percentage Use Fee, and Administrative Use Fee.1.2.2 "Administrative Use Fee" shall mean a sum equal to fifteen (15%) percent of any Additional Use Fee, where and as expressly applied by any provision herein. 1.2.3 "Ammal Statement" shall have the meaning ascribed to it in Section 5.4.2. 1.2.4 "Breakpoint" shall have the meaning ascribed to it in Section 5.1.2. 1.2.5 "Casualty" shall have the meaning ascribed to it in Section 8.2. 1.2.6 "City Charter" shall mean the Charter of the City of Miami, Florida. 1.2.7 "City Clerk" shall mean the Clerk of the City of Miami, Florida, or his/her designee. 1.2.8 "City Code" shall mean the Code of the City of Miami, Florida. 1.2.9 "City Manager" shall mean the chief administrator of the City, or his/her designee. 1.2.10 "City" shall have the meaning ascribed to it in the Title. 1.2.11 "Default Rate" shall mean an amount equal to the maximum percentage permitted by law, not to exceed eighteen (18%) percent per annum. 1.2.12 "Effective Date" shall mean the date on which City Clerk shall have attested to the City Manager's signature; which date shall be so entered and recorded on the signature page. 1.2.13 "Governmental Authority" shall mean any federal, state, county, municipal or other governmental department, entity, authority, commission, board, bureau, court, agency, or any instrumentality thereof. 1.2.14 "Gross Sales" shall have the meaning ascribed to it in Section 5.3. 1.2.15 "Hazardous Materials Laws" shall mean all applicable requirements of federal, state and local environmental, public health and safety laws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of 1975. 1.2.16 "Hazardous Materials" shall mean any material, substance or waste that is hazardous, toxic, ignitable, reactive or corrosive, including, without limitation, petroleum, PCBs, asbestos, materials Page 2 of 33 known to cause cancer or reproductive problems and those materials, substances and/or wastes, including infectious waste, medical waste and potentially infectious biomedical waste, which are or later become regulated by any local governmental authority or the United States Government, including, but not limited to, substances defined as "hazardous substances," "hazardous materials," "toxic substances," or "hazardous wastes" under any Hazardous Materials Laws. 1.2.17 "Imposition" shall mean all assessments, fees, charges and levies imposed by a Governmental Authority, including without limitation, assessments imposed by the City in its municipal capacity, franchise fees, excises, impact fees, license and permit fees, levies, charges and taxes (including ad valorem real estate taxes on the land under the License Area and on any improvements, including the Sign Apparatus, whether installed by the User or by the City on the User's behalf), personal property taxes, sales taxes, and fire fees of any kind now or hereafter enacted, whether general or special, ordinary or extraordinary, foreseen or unforeseen, and of which is properly levied against the Premises, the improvements or the estate, as applicable. 1.2.18 "Indemnitees" shall have the meaning ascribed to it in Section 9.2. 1.2.19 "Insurance Requirements" shall have the meaning ascribed to it in Section 9.1. 1.2.20 "Liabilities" shall have the meaning ascribed to it in Section 9.2. 1.2.21 "License Area" shall mean that portion of the Property, being more particularly described in Exhibit "B" attached hereto and made a part hereof. Specifically, the License Area is comprised of the northwest facade of the Property. 1.2.22 "License Year" shall mean that period commencing on the earlier of: (i) the date that construction of the Sign Apparatus is completed and activated; or (ii) the date that is one hundred twenty (120) days from the Effective Date (the "Commencement Date") and terminating at the close of the twelfth (12th) calendar month following the Commencement Date; and thereafter consisting of successive periods of twelve (12) calendar months each; provided, that if the end of the first License Year falls on a day other than the last day of a calendar month, then such first License Year shall be extended so that it ends on the last day of the calendar month during which the first License Year otherwise would have ended. The second License Year shall begin on the day immediately following the end of the first License Year and shall end one (1) year thereafter, and each subsequent License Year shall begin on the anniversary of the conunencement of the prior License Year and shall end one (1) year thereafter. 1.2.23 "User Contractors" shall have the meaning ascribed to it in Section 6.3. 1.2.24 "User Representatives" shall have the meaning ascribed to it in Section 4.3.3. 1.2.25 "Miami City Commission" shall mean the Commission of the City of Miami, Florida. 1.2.26 "Minimum Base Use Fee" shall have the sum ascribed to it in Section 5.1.1. 1.2.27 "Minimum Percentage Use Fee" shall have the meaning ascribed to it in Section 5.1.2. 1.2.28 "Notice Recipient" shall have the meaning ascribed to it in Section 4.3.3. 1.2.29 "Notifying Party" shall have the meaning ascribed to it in Section 4.3.3. 407156 Page 3 of 33 1.2.30 "Obscene Material" shall include the following items and matters related thereto, as the same are defined in Section 847.001, Florida Statutes, as amended; (a) "Adult entertainment establishment;" (b) "Child pornography;" (c) "Sexual conduct;" (d) "Nudity;" (e) "Obscene;" (f) "Sexual excitement;" (g) "Sexually oriented material;" and (h) "Specific sexual activities." 1.2.31 "Obscenity Law" shall mean: (a) Title XLVI, Chapter 847 of the Florida Statutes, as amended; and (b) all regulations promulgated thereunder. 1.2.32 "OEM" shall have the meaning ascribed to it in Section 4.2. 1.2.33 "Permitted Use" shall mean the placement, operation and maintenance of the Sign Apparatus, and no other purpose whatsoever. 1.2.34 "Prohibited Use" shall mean: (a) the display of offensive material as determined by the City Manager in his/her sole discretion; (b) the display of tobacco or tobacco -related products; (c) the display of Obscene Material, material prohibited by any applicable Obscenity Law, and any other material related thereto; or (d) the display of libelous material. 1.2.35 "Receipt" shall have the meaning ascribed to it in Section 11.1. 1.2.36 "Restricted Entity" shall mean (i) any person, group, entity, or nation named by any executive order of the United States Department of Treasury as a terrorist; (ii) any person, group, entity, or nation listed on the "Specially Designated National and Blocked Person" List, as amended from time to time, published by the Office of Foreign Assets Control; or (iii) other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control. 1.2.37 "Risk Manager" shall mean the Director of the City's Department of Risk Management, or its successor department. 1.2.38 "Security Deposit" shall the meaning ascribed to it in Section 5.2. 1.2.39 "Sign Apparatus" shall mean an off -premise electronic light emitting diode -based sign and its supporting equipment, being more particularly described in Exhibit "C" attached hereto and made a part hereof. 1.2.40 "Tax Year" shall mean each period as may be established by the taxing Governmental Authority having lawful jurisdiction over the License Area. 1.2.41 "Term" shall have the meaning ascribed to it in Section 2.1. 1.2.42 "Termination Damages" shall have the meaning ascribed to it in Section 7.3. 1.2.43 "Termination Date" shall mean the date that is 5 years following the Effective Date. 1.2.44 "Use Fee" shall have the meaning ascribed to it in Section 5.1. ARTICLE II: TERM 2.1 Tenn. The Initial Tenn ("Initial Tenn") of this License shall last five (5) years. The Initial Term shall commence on the Effective Date and shall terminate, without necessity of notice from Page 4 of 33 either Party, on the Termination Date. This License may be extended for an additional three (3) five (5) year terms ("First Extension", "Second Extension" and "Third Extension"), for a total term length not to exceed 20 years, as long as the User is not in default of any of the License provisions pursuant to the provisions of Section 7.2. To exercise the First Extension, the User must give City written notice not less than one hundred eighty (180) days before the expiration date of the Initial Term. To exercise the Second Extension, the User must give City written notice not less than one hundred eighty (180) days before the expiration date of the First Extension. To exercise the Third Extension, the User must give City written notice not less than one hundred eighty (180) days before the expiration of the Second Extension. The First Extension, the Second Extension and the Third Extension will be on the same terms and conditions as the Initial Term, except that the Use Fee will be adjusted as set forth in Sections 5.1.1 and 5.1.2 herein. Together, the Initial Tenn, the First Extension (if any), the Second Extension (if any) and the Third Extension (if any) are hereinafter collectively referred to as the "Term". The Term shall not exceed a total of twenty (20) years. 2.2 Termination. This License shall terminate upon the earlier to occur of: (a) the Termination Date; or (b) cancelation or termination at will at any time by the City Manager upon not less than thirty (30) days written notice to User. User hereby waives its right to a notice to vacate, quit or otherwise terminate its use of the License Area and must remove the Sign Apparatus within sixty (60) days of the expiration or earlier termination of the Term. In the event that User fails to do so, User shall be liable to the City for any and all direct damages which the City shall suffer by reason thereof. If the City terminates this License for any reason other than due to a default by User, the City shall reimburse User for the unamortized costs of the Sign Apparatus and all other capital expenditures made by User in connection with this License in accordance with User's costs and reimbursement schedule (Exhibit "E") In no event will the City reimbursement exceed the amount of $414,750.00, as listed on Exhibit "E" "Capital Expenditure Costs and Reimbursement Schedule". In the event of a cancellation by the City Manager, the User must submit proper invoices as defined by Florida Statute 218.72, which show actual costs incurred by the User. Such sufficiently detailed invoices shall indicate, in detail the amount and nature of all costs incurred by the User under this License, as well as the name and address of any third party payee in Users employ. The City shall deem the submission and receipt of these invoices a condition precedent to payment of the allowable costs, and the City must receive such invoices within forty-five (45) days of any recognized cancellation under this License Agreement. ARTICLE III: LICENSE AREA 3.1 License. The City hereby grants a license to use the License Area for the Permitted Use. The City further grants to Licensee and its agents the right to vehicular (as may be allowed or limited as applicable) and pedestrian ingress and egress to and from the Sign Apparatus over and across the Property for all purposes reasonably necessary for (i) the erection, construction, installation, placing, operating, maintaining, modifying, servicing and removal of the Sign Apparatus, (ii) providing or establishing electrical power to service the Sign Apparatus, and (iii) the placement of incidental and electronic equipment, software and hardware required by User for the operation of the Sign Apparatus. 3.2 Condition. Notwithstanding any other provision to the contrary, User has inspected the License Area and accepts the same in its present "as is" condition. The City makes no representation or warranty of any type or nature whatsoever, express or implied, as to the fitness of the License Area for the Permitted Use or any other particular purpose. 3.3 Assignments and Transfers. This License, shall not be assignable or otherwise transferable. User shall not assign, sell, pledge, encumber, or dispose of this License, in whole or in part, Page 5 of 33 or otherwise transfer its privilege of use. Notwithstanding the aforementioned, User may assign this License to an entity controlling, controlled by, or under common control with, User, subject to the written approval of the City Manager as to the confirmation of the foregoing facts. ARTICLE IV: USE & OPERATIONS 4.1 Use. Beginning on the Effective Date, User shall continuously operate and use the License Area for the 'Permitted. Use and for no other purpose whatsoever. Without limning the general prohibition of the foregoing sentence, User covenants not to use, nor suffer the use of, the License Area for any Prohibited Use, 4.2 Sign Display Program. The City will have access to use the LED Sign faces through the State of Florida's Office of Emergency Management ("OEM"), upon official activation of the OEM for certain limited emergency reasons such as hurricanes, amber alerts, and police or fire emergency situations. 4.3 Operations. User, at its own expense, shall develop, procure, maintain and repair the Sign Apparatus and all related installations, fixtures, hardware and supporting connections in accordance with the City Code and any other applicable regulation of a Governmental Authority having lawful jurisdiction over the License Area. 4.3.1 Maintenance and Repairs. All repairs to the Sign Apparatus or any installations, equipment or facilities thereon shall be made by User at its own expense. In addition to any repairs that may generally be required herein, User, at its expense, shall keep the Sign Apparatus, together with all electrical and other mechanical installations on the Sign Apparatus, in good order and repair, and shall make all required replacements thereto. Following its vacation, quitting or complete termination of use of the License Area, User shall restore the License Area to as good a condition as was prior to User's initial use thereof. Depreciation caused by ordinary wear and tear, damage by Casualty, or Act of God, shall be excepted from the above duty. User shall not overload the electrical wiring within or serving the License Area, and shall subject to the provisions of Section 4.3.2, any additional electrical wiring which may be required in connection with User's apparatus. 4.3.2 Utilities. User shall pay, or cause to be paid, all proper charges for gas, electricity, light, heat, water and power, telephone, protective and other communication services, as well as all other public or private utility services, which shall be consumed or utilized by the Sign Apparatus, at any time during the Term. User shall also comply with all contracts relating to any such services and shall conduct all necessary business required for the maintenance and continuance of such services as are necessary for the proper operation of the Sign Apparatus. User, at its sole expense, shall procure all necessary permits, licenses or other authorization required for the lawful and proper temporary installation and maintenance upon wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any such utilities, services or substitutes to the Sign Apparatus. The City shall not be responsible for providing any utility service to the Sign Apparatus, nor for providing meters or other devices for the measurement of utilities supplied to the Sign Apparatus, and User shall arrange for the furnishing to the Sign Apparatus of such utility services as it may require, as well as for the installation of all such meters or other devices, to the extent possible. 4.3.3 Hazardous Materials. User hereby agrees that its officers, directors, employees, representatives, agents, contractors, subcontractors, and any other users of the License Area (collectively, "License Representatives") shall not use, generate, manufacture, refine, produce, process, store or dispose of, on, under or about the License Area or transport to or from the License Area in the future for the purpose of generating, manufacturing, refining, producing, storing, handling, transferring, processing or 407156 Page 6 of 33 transporting Hazardous Materials, except in compliance with all applicable Hazardous Materials Laws. Furthermore, User shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by the User or any such License Representatives of any Hazardous Materials in the License Area, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the License Area. Each party hereto (for purposes of this paragraph, "Notifying Party") shall immediately notify the other party (the "Notice Recipient") in writing of: (a) any enforcement, clean up, removal or other governmental or regulatory action instituted, contemplated or threatened concerning the Property pursuant to any Hazardous Materials Laws; (b) any written claim made or threatened by any person against the Notifying Party or the Property relating to damage contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials on or about the Property; and (c) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Property, including any complaints, notices, warnings or asserted violations in connection therewith, all upon receipt by the Notifying Party of actual knowledge of any of the foregoing matters. Notifying Party shall also supply to Notice Recipient as promptly as possible, and in any event within five (5) days after Notifying Party first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Building or License Representatives' use thereof. The provisions of this Section 4.3.3 shall survive the expiration or early termination of this License. 4.4 Permits and Other Approvals. User shall be responsible for securing all necessary permits and other approvals as may be required any Governmental Authority having jurisdiction over the License Area prior to the commencement of any work pursuant to this License. ARTICLE V: USE FEES, IMPOSITIONS & REPORTS 5.1 Use Fees. User covenants to pay to the City, as a fee for the use of the License Area, the following: the greater of (A) Minimum Base Use Fee as defined in sub -section 5.1.1; or (B) Minimum Percentage Use Fee as defined in sub -section 5.1.2; as well as the permit fee for the erection of an outdoor advertising sign prescribed by Section 2-779(e) of the City Code, as amended, which is deemed as being incorporated by reference herein; plus an (C) Additional Use Fee; and (D) Administrative Use Fee (collectively, "Use Fee"), without any setoff, deduction, or demand therefor. Any Additional Use Fee or Administrative Use Fee shall become due and payable with the next installment of the Minimum Base Use Fee. 5.1.1 Minimum Base Use Fee. The Minimum Base Use Fee shall be defined as an annual guaranteed fee of Twelve Thousand Dollars and 00/00 cents ($12,000.00) per License Year to be paid to the City in equal monthly installments of One Thousand Dollars and 00/00 cents ($1,000.00) per calendar month. In the event that the City Permit Fee, according to Article DC. Sec. 2-779. (e) of the Code, is amended and the annual fee amount is reduced, then User shall agree to adjust the Minimum Base Use Fee to reflect an increment equivalent to the amount reduced to the existing annual permit fee. 5.1.2 Minimum Percentage Use Fee. The Minimum Percentage Use Fee shall be defined as 20% of Effective Gross Sales earned from the sale of advertising on the Sign Apparatus during a License Year. "Effective Gross Sales" shall be defined as the total amount of Gross Sales after all valid exclusions and deductions, including a reduction equal to any amounts paid by User during each License Year for any City Permit Fee in accordance with Article IX. Sec. 2-779. (e) of the Code. 5.1.3 Manner of Payment: 407156 Page 7 of 33 5.1.3(a) Base Use Fee :Due. User shall pay to the City a Minimum Base Use Fee of Twelve Thousand Dollars $12,000.00 for each License Year, made payable in equal monthly installments ofOne Thousand Dollars $1,000.00 in advance of the first day of each calendar month during this License. The first such payment due under this Section 5.1.3(a) shall be prorated to include any period from the Effective Date to the first day of the first full calendar month to occur thereafter. 5.1.3(b) Minimum Percentage Use Fee Due. From the Effective Date and continuing throughout the Term of the License, User shall pay to the City a percentage of User's annual Effective Gross Sales (as defined herein) made within the License Area, in excess of the ammal Minimum Base Use Fee for that same time period. Minimum Percentage Use Fee shall be computed in arrears at the end of each License Year. Minimum Percentage Use Fee shall be payable within sixty (60) days after the end of each License Year. User shall deliver to the City a statement setting forth the Gross Sales during the applicable License Year, and User shall pay to the City the amount, if any, by which the applicable percentage of the Effective Gross Sales exceeds the annual Minimum Base Use Fee (as the same is increased pursuant to the terms of this License). Each statement shall be signed and certified to be complete and correct by an officer of User. Such statement shall show the annual Gross Sales and an itemization of any valid exclusions or deductions for the current License Year. User shall use a Gross Sales Report, a sample of which is attached herewith and incorporated herein as Exhibit "G" to itemize any and all reportable Gross Sales. Any excess Percentage Use Fee paid by User to the City shall first be applied to any future Minimum Base Use Fee payable under this Article V or returned to User within ten (10) days of the City's Receipt of demand from the User. 5.1.3(c) Base Use Fee Adjustment. The Minimum Base Use Fee shall be adjusted on an annual basis by a 5% escalator upon the amaiversary date of the Effective Date of the License. 5.1.4 Late Charges; Interest. If User shall fail to pay any Use Fee within ten (10) days of receipt of notice from the City that it has not received the same by the due date specified herein, User shall be obligated to pay a late payment charge equal to ten (10%) percent of any Use Fee payment not paid when due, to reimburse the City for its additional administrative costs. Any Use Fee that is not paid when the same is due shall bear interest at the Default Rate from the first day due until paid in full. 5.2 Security Deposit. City shall convert Licensee's existing Ten Thousand and 00/100 ($10,000.00) Dollar earnest money deposit into a security deposit to be held by the City for the duration of the Term to secure the performance by User of all obligations imposed under this License which User is required to perform during the term of this License. If User defaults in its payment of Use Fees or performance of any of its other obligations under this License, and any renewals or extensions thereof, beyond any applicable notice and cure period, the City may retain, use, or apply the whole or any part of the Security Deposit to such extent, against any direct damages which the City may sustain by reason of User's failure to perform such obligations, but such application shall not preclude the City from recovering greater damages if the same can be established. In no event shall the Security Deposit serve as a Use Fee. If the City uses, applies, or retains all or any portion of the Security Deposit, User shall restore the Security Deposit to its original amount within ten (10) days of Receipt of written demand from the City. Failure by the User to timely comply with the provisions of this Section 5.2 shall be deemed an Event of Default. Except as may be required by applicable law, the City: (a) shall not be required to keep the Security Deposit separate from, and may commingle the Security Deposit with, its own funds; (b) shall have no fiduciary responsibilities or trust obligations whatsoever with regard to the Security Deposit and shall not assume the duties of a trustee for the Security Deposit; and (c) shall not be required to keep the Security in an interest -bearing account. Provided that the City has determined, in its reasonable discretion, that User has fully and faithfully complied with all the terms, provisions, covenants, and conditions of this License, and any modification, extension, or renewal thereof, the City shall return any unused part of the Security Deposit to User within thirty (30) days of the Termination of this License. The Page 8 of 33 Security Deposit shall not be mortgaged or encumbered by User, and neither the City nor its successors or assigns shall be bound by any such mortgage or encumbrance. 5.3 Gross Sales. For purposes of this License, "Gross Sales" shall mean those actual sales, rentals or other similar transactions, of all goods and merchandise sold, leased, licensed or delivered, including advertising on the Sign Apparatus, and the actual charges for all services performed by User, whether for wholesale, retail, cash, credit, trade-in or otherwise, without reserve or deduction for inability or failure to collect, except as set forth herein. Each installment or credit sale shall be treated as a sale for the full price in the month during which such sale is made, regardless of whether or when User receives payment therefor. No franchise, occupancy, capital stock tax or income, or similar tax based on profits, shall be deducted from Gross Sales, 5.3.1 Exclusions; Deductions. The following shall not be included in Gross Sales: (a) sales, use, luxury or excise taxes separately stated from the sales price; (b) insurance proceeds; (c) art and/or file preparation charges paid by User's advertisers; and (d) late fees or expedite fees assessed by User to its advertiser as compensation for its extra work in display of advertising or collection. Cash or credit refunds to customers on transactions previously reported in Gross Sales may be deducted from Gross Sales. 5.3.2 Maximum Deductions. All such items deductible under Section 5.3.1 shall be so deducted only if complete, accurate and separate records relating thereto are maintained and preserved by User and made available to the City, and the total amount deducted shall not exceed two and one-half (2.5%) percent of Gross Sales plus any applicable sales tax charged on Gross Sales. 5.4 Statements of Gross Sales. 5.4.1 Reports. a. Monthly Reports of Gross Sales. For each month that does not conclude a Quarterly Period, for which a report will be supplied under Section 5.4.1(b) below, User shall deliver to City a written report, signed by an authorized officer or agent of User, showing the Gross Sales made in the preceding calendar month ("Monthly Gross Sales Report"). The City shall be in receipt of the Monthly Gross Report no later than the twentieth (20th) day following the close of each calendar month. b. Quarterly Reports of Gross Sales. Each full consecutive three (3) calendar month period of the Tenn immediately following the Commencement Date is hereinafter referred to as a "Quarterly Period". User shall deliver to the City a written report, signed by User or by an authorized officer or agent of User, which shows the Gross Sales made in the preceding Quarterly Period ("Quarterly Gross Sales Report"). The City shall be in receipt of the Quarterly Gross Report no later than the twentieth (20th) day following the close of each Quarterly Period. c. Annual Statements. User shall deliver to the City a statement of Gross Sales for the preceding License Year (prior to the exclusions or deductions pursuant to Section 5.3.1), and an itemization of all exclusions and deductions made pursuant to Section 5.3.1 for the preceding License Year ("Annual Statement"), which shall conform to and be in accordance with generally accepted accounting principles and Sections 5.3 and 5.3.1. of this Agreement. The Annual Statement shall be accompanied by a signed certificate of the Chief Financial Officer, or an authorized certified public accountant, of User, which states specifically that he/she has examined the Annual Statement, and that the calculation of Gross Sales has been made in accordance with the definition of Gross Sales contained in this License. The City shall be in Receipt of the Annual Statement no later than the sixtieth (60th) day following the close of the applicable License Year. Page 9 of 33 5.4.2 Failed Deliveries. User acknowledges that its failure to deliver Quarterly Gross Sales Reports and Annual Statements as required herein will result in additional (although not readily ascertainable) expenses to the City. As such, User agrees that upon its failure to deliver to the City such Monthly Gross Sales Reports and Annual Statements and within ten (10) days of Receipt of written notice from the City, notwithstanding any other provision to the contrary, it shall pay to the City as liquidated damages: (a) an amount equal to One Thousand and 00/100 Dollars for each failed delivery of an Annual Report; (b) an amount equal to Two Hundred Fifty and 00/100 Dollars for each failed delivery of a Quarterly Report; and (c) an administrative charge equal to Twenty Five and 00/100 Dollars ($25.00) for each day (or portion thereof) of delayed delivery of a Quarterly Gross Sales Report or Annual Statement. 5.5 Use Fee Payments; Delivery of Reports. Notwithstanding the provisions of Section 11.1 herein, Use Fees and statements required by this Article V shall be paid and delivered to the City of Miami, during normal business hours, or at such other time and place as the City Manager may from time to time designate in a written notice to User, as follows: 5.5.1 Use Fee Payments. All payments of Use Fees shall be by check made payable to the "City of Miami, Florida," and delivered to the City at the following address: To the City: Real Estate and Asset Management Department 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33131-1910 Attn: Lease Manager 5.5.2 Returned Checks. In the event a check is returned to the City as a result of nonsufficient funds or said check is otherwise uncollectable, then, in addition to any other remedy available under this License, User shall pay to the City, as an Additional Use Fee, an administrative charge, the amount of which shall be the greater of (a) Two Hundred Fifty and 00/100 Dollars ($250.00); or (b) ten (10%) percent of such returned check. The City may require User to provide a certified or cashier's check, for any future payment due hereunder, upon the occurrence of any returned check. 5.5.3 Partial Payments. Any payment by User or acceptance by the City of a lesser amount than shall be due from User to the City shall be treated as a payment on account. The acceptance by the City of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and the City may accept such check without prejudice to any other rights or remedies which the City may have against User. 5.5.4 Gross Sales Reports; Annual Statements. All Gross Sales Reports and Annual Statements shall be delivered to the City at the following address: To the City: Office of Real Estate and Asset Management 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33131-1910 Attn: Director 5.6 Records; Audit Rights. User will use an accounting system that will separately provide for a detailed accounting of Gross Sales. The detailed accounting shall not be commingled with the User's other operations and User shall provide Florida State Sales and Use tax returns which shall agree with User's financial records and be maintained and available for inspection upon request by the City, its agents and accountants. 407156 Page 10 of 33 User shall maintain records and accounts including invoices, bank statements or duplicate deposit slips, and all other supporting records, in accordance with generally accepted accounting principles. At any time after reasonable advance written notice to User, the City, and its respective agents and accountants, shall have the right to make any examination or audit of those books and records, maintained pursuant to Section 5.4 during normal business hours. If such audit shall disclose a liability in any License Year for Use Fees in excess of the Use Fee theretofore paid by User for such period, User shall promptly pay such liability. Should any such liability for Use Fee equal or exceed three (3%) percent of Percentage Use Fee previously paid for such License Year, or if such audit shall disclose that User has underreported Gross Sales by five (5%) percent or more during any License Year, User shall promptly pay the cost of audit and interest at the Default Rate on all additional Percentage Use Fee then payable, accounting from the date such additional Percentage Use Fee was due and payable. If such audit shall disclose that User's records, in the sole opinion of the City Manager, acting in good faith, are inadequate to accurately reflect User's Gross Sales, the City shall have the right to retain a consultant to prepare and establish a proper recording system for the determination of User's Gross Sales and User agrees that it shall use the system, books and records prescribed by such consultant for such purpose. User shall pay to the City, as Additional Use Fee, the fees and expenses of such consultant. 5.7 Payment of impositions. User shall pay, or cause to be paid, all Impositions before they become delinquent (i.e., before any penalty, fine or interest is added to the amount due, but without any requirement that the amount due be paid by any date which will take advantage of any discounts available for early payment). If by way of law any Imposition is payable or may, at the option of the taxpayer, be paid in installments (whether or not interest shall accrue on the unpaid balance of the Imposition), User may pay the same (and any accrued interest on the unpaid balance of the Imposition) in installments, but same shall in all events be paid before they become delinquent. The City may require, if necessary, that the appropriate Governmental Authority separately assess User's fixtures and other installations. 5.7.1 Use Fee Taxes. In addition to the payment of any other tax or Imposition as may be required herein, User shall pay, pursuant to applicable law, any sales, excise or other tax levied, imposed or assessed by a Governmental Authority upon any Use Fee payable hereunder. 5.7.2 Proof of Payment. User shall provide, or caused to be provided, to the City, within thirty (30) days of payment of any tax or Imposition, official receipts of the appropriate Governmental Authority, photocopies thereof or other proof of payment satisfactory to the City Manager. 5.7.3 Tax Year Adjustments. For a Tax Year in which the Ten-n commences or terminates, the provisions of Sections 5.7 and 5.7.1 shall apply, but User's liability for any Imposition or other tax for such year shall be subject to a pro rata adjustment based upon the number of days of such Tax Year falling within the Tenn. ARTICLE VI: TRADE FIXTURES & OTHER INSTALLATIONS 6.1 Trade Fixtures and Other Installations. All trade fixtures and apparatus owned by User and installed in the License Area shall remain the property of User and shall be removable at any time, including upon the expiration of the Tenn, provided User shall not at such time be in default of any term or covenant of this License, and provided further, that User shall repair any damage to the License Area caused by the removal of said trade fixtures and apparatus and shall restore the License Area to substantially the same condition as existed prior to the installation of said trade fixtures and apparatus (ordinary wear and tear accepted). 6.1.1 Trade Fixtures Per Se. The Parties stipulate that, at all times during the Term hereof, the Sign Apparatus shall remain the personal property of User and shall be, for purposes of this License, a 407156 Page 11 of 33 trade fixture per se; it being further agreed that the City's interest in the Sign Apparatus shall be similar to those rights to liens or other security interests that may be granted hereunder, on all trade fixtures. 6.2 Other Improvements. User shall not make, nor cause to be made, any alterations, renovations, improvements or other installations in, on or to any part of the License Area (including, without limitation, any structural alterations, or any cutting or drilling into any part of the License Area) unless and until User shall have caused plans and specifications therefor to have been prepared, at User's expense, by an architect or other duly qualified person and shall have obtained the City Manager's prior written approval thereof, such approval not to be unreasonably withheld, conditioned or delayed. If such approval is granted, User shall cause the work described in such plans and specifications to be performed, at its expense, promptly, efficiently, competently and in a good and workmanlike manner by duly qualified and licensed persons or entities, using first grade materials, without interference with or disruption to the operations of the City or other occupants of the Property in any material respect. All such work shall comply with all applicable codes, rules, regulations and ordinances. The written approval of the City Manager shall not constitute an opinion or agreement by the City that the plans and specifications of the improvements are structurally sufficient or in compliance with any laws, codes or other applicable regulations. Any improvements, excluding trade fixtures and the Sign Apparatus, installed in the License Area at any time, whether by or on behalf of User or by or on behalf of the City, shall not be removed from the License Area at any time, unless such removal is consented to in advance by the City Manager; and at the expiration, or early termination, of this License, all such improvements including improvements such as structural beams but excluding improvements such as digital hardware and excluding the Sign Apparatus itself, shall be deemed to be part of the License Area, not be removed by User when it vacates, quits or otherwise terminates its use of the License Area under the terms of this License, and title thereto shall vest solely in the City without payment of any nature to User. 6.3 No Liens. No work performed by User pursuant to this License, whether in the nature of erection, construction, alteration or repair, shall be deemed to be for the irrmiediate use and benefit of the City such that no mechanic's or other lien, or tax, shall be allowed against the estate or estates of the City by reason of any consent given by the City to User to improve the License Area. User shall place such contractual provisions as the City Manager may request in all contracts and subcontracts for any of User's authorized improvements assuring the City that no mechanic's liens will be asserted against the City's interest or interests in the License Area or the Property. Said contracts and subcontracts shall provide, inter alia, the following: that, (a) notwithstanding anything in said contracts, or subcontracts, to the contrary, User contractors, subcontractors, suppliers and materialmen (collectively, "User Contractors") will perform the work and furnish the required materials on the sole credit of User; (b) no lien for labor or materials will be filed or claimed by User Contractors against the interest or interests of the City, on work conducted in the License Area or the Property; (c) User Contractors will discharge any such lien filed by any of the User Contractors' suppliers, laborers, materialmen or subcontractors within thirty (30) days of Receipt of written notice thereof; and (d) User Contractors will indemnify and hold the City harmless from any and all costs and expenses, including attorneys' fees, suffered or incurred as a result of any such lien undertaken by User Contractors. User shall promptly pay all persons furnishing labor or materials with respect to any work performed by licensed Contractors on or about the License Area. If any mechanic's or other liens shall at any time be filed against the License Area or the Property by reason of non-payment of taxes, work, labor, services or materials performed or furnished, or alleged to have been, regardless of whether any such lien is asserted against the interest or interests of the City or User, User shall forthwith cause the same to be discharged of record or bonded within thirty (30) days of Receipt of written notice thereof to the satisfaction of the City Manager. If User shall fail to cause such lien forthwith to be so discharged or bonded within thirty (30) days of User's Receipt of notice of the filing thereof, then, in addition to any 407156 Page 12 of 33 other right or remedy afforded the City, the City may bond or discharge the same by paying the amount claimed to be due, and such amount paid by the City, including attorneys' fees incurred by the City either in defending against such lien or in procuring the bonding or discharge of such lien, the Administrative Use Fee relative to such costs, together with interest thereon at the Default Rate, shall be due and payable to the City as an Additional Use Fee. ARTICLE VII: DEFAULT 7.1 Defaults. Any one or more of the following events shall constitute an -Event of Default:" 7.1.1 The failure of User to pay any Use Fee or other sum of money within seven (7) days Receipt of written notice by the City. 7.1.2 The written admission of User, or any User guarantor, of its inability to pay its debts when due. 7.1.3 The making by User, or any User guarantor, of an assignment for the benefit of its creditors, or if User's interest under this License, in any manner, shall pass to another by operation of law. 7.1.4 Default by User in the performance or observance of any covenant or agreement contained herein (other than a default involving the payment of money), which default is not cured within ten (10) days Receipt of notice thereof by the City, unless such default is of such nature that it cannot be cured within such ten (10) day period, in which case no Event of Default shall occur so long as User shall conmience the curing of the default within such ten (10) day period and shall thereafter diligently prosecute the curing of same; provided, however, if User shall default in the performance of any such covenant or agreement contained herein two (2) or more time in an twelve (12) month period, then notwithstanding that each of such defaults shall have been cured by User, any further similar default shall be deemed an Event of Default without the ability to cure. 7.1.5 The occurrence of any other event described as constituting an "Event of Default" elsewhere in this License beyond any applicable notice and cure period. 7.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, either party in any instance (except where expressly provided for below or by applicable law) may do any one or more of the following: 7.2.1 Perform, on behalf and at the expense of the other party, any obligation of the other party under this License which the other party has failed to perform and of which it is in Receipt of the other party's notice thereof, the cost of such performance by the other party plus the Administrative Use Fee relative to such costs, together with interest thereon at the Default Rate from the date of such expenditure, shall be deemed payable by the breaching party to the other party upon demand. Notwithstanding the provisions of this Section 7.2.1 and regardless of whether an Event of Default shall have occurred, either party may exercise the remedy described in this Section 7.2.1 without any notice to other party. However, if in its good faith judgment the non -breaching party believes that it would be materially injured by a failure to take rapid action, or if the unperformed obligation of the breaching party constitutes an emergency, in such instance, the non -breaching party shall not be deemed in default of this License and shall not have to pay any costs, expenses or penalties in connection therewith, including, without limitation, the Administrative Use Fee, the Additional Use Fee or default interest. 7.2.2 Elect to terminate this License and the right of use created hereby by giving notice of such election to the opposing party, and may, thereupon, re-enter the License Area, without the necessity of legal proceedings, and remove all real and personal all other property from the License Area without being deemed guilty of trespass or becoming liable for any loss or damage occasioned thereby, or as to 407156 Page 13 of 33 the City without waiving sovereign immunity under applicable laws, to the extent permissible pursuant to applicable law. 7.3 Damages. In the event this License is terminated by the City pursuant to Section 7.2, User shall remain liable for (a) any Use Fee and damage which may be due or sustained prior to such termination, all reasonable costs, fees and expenses including, without limitation, reasonable attorneys' fees, costs and expenses incurred by the City in pursuit of its remedies hereunder (collectively, "Termination Damages"), and (b) additional damages which shall be of an amount equal to Use Fees which, but for the termination of this License, would have become due during the shorter of (a) the remainder of the Term or (b) two (2) years from the date of such termination, payable in one lump sum immediately upon demand by the City, and shall bear interest at the Default Rate until paid in full. ARTICLE VIII: DAMAGE & DESTRUCTION 8.1 User's Obligations. User, at its own expense, shall promptly repair any damage to the License Area, and, upon Receipt of written demand, shall reimburse the City, as an Additional Use Fee, for the third party cost of the repair of any damage elsewhere on the Property, caused by or arising from the installation or removal of property in or from the License Area by User, its employees, agents or representatives, regardless of fault or by whom such damage shall be caused (unless caused by the City, its agents, employees or contractors). If User shall fail to commence such repairs within five (5) days after User's Receipt of notice to do so from the City, the City may make or cause the same to be made and User agrees to pay to the City promptly upon City's demand, as an Additional Use Fee, the cost thereof, plus the Administrative Use Fee relative to such costs, with interest thereon at the Default Rate until paid. 8.2 City's Obligations. The City, in a reasonably prompt manner, shall, subject to the provisions present in Section 8.3 supra, repair any damage to the License Area caused by fire, the elements, accident or other casualty (individually and collectively, "Casualty Damage"). All such repairs shall be made at the expense of the City; provided, however, that the City shall not be liable for any interruption or loss or diminution of revenues to User's business or for damage to, or replacement/repair of, User's personal property (which shall include, without limitation, inventory, trade fixtures, furniture and other property removable under the provisions of this License) or to any other pre -authorized improvements installed in the License Area by or on behalf of User, all of which damage, replacement or repair shall be carried out and completed by User promptly. If, as the result of Casualty Damage, the License Area is rendered partially or totally unusable, the Permit Fees, Base Use Fee, and Additional Use Fee shall be fully abated, and the Breakpoint shall be proportionately reduced until the License Area is usable. 8.3 Insurance Proceeds. If the License Area is damaged in whole or in part, is thereby rendered unfit for use and neither the City nor the User elects to terminate this License, the City shall disburse and apply any insurance proceeds received to the restoration and rebuilding of the Property. Except as may otherwise be provided herein, all insurance proceeds from the City's insurance policies payable with respect to the License Area shall belong to and shall be payable to the City and shall be applied toward restoring the License Area to a condition substantially the same as existed prior to such damage. 8.4 User Rights: 8.4.1 The City shall not obstruct, or permit its affiliates, tenants, subtenants, licensees or sublicensees or their respective contractors, subcontractors, employees or agents to obstruct the Sign Apparatus or the signs thereon. It is the understanding of the parties that the unobstructed view of the Page 14 of 33 Sign Apparatus from the 1-95 exit ramp is an essential component of this License. Any obstruction or impairment of said view shall be grounds for early termination of this License by User on not less than thirty (30) days' prior written notice to the City. 8.4.2 If vehicular traffic on the exit ramp from Interstate 95 to Biscayne Boulevard is diverted or rerouted, or the exit ramp is closed, or the Sign Apparatus or signs thereon are obstructed from view, or the value of the License Area or the Sign Apparatus is materially diminished as a result of a Force Majeure Event (as defined below), the User's obligation to pay the Permit Fees and Use Fee shall be abated during and for the entire period of such diversion, rerouting, obstruction or other diminution in value, and, if such diversion, rerouting, obstruction or diminution in value shall continue for more than six (6) months, User may terminate this License on ten (10) days written notice to the City without further obligation other than obligations which have accrued prior to and remain unsatisfied at the time of termination. For purposes hereof, a "Force Majeure Event" shall mean any act of God, fire, casualty, war, enemy act, terrorist act, strike or work stoppage, labor unrest, act or decree of government or any federal, state, local, public or administrative authority, or any other event beyond the control of User. 8.4.3 If it shall become unlawful to maintain off premises, outdoor advertising signs, and/or electronic or digital signage, at the License Area and/or on the Sign Apparatus by reason of legislation or other governmental restriction or regulation or otherwise, including, but not limited to, as a result of the expiration, revocation, nonrenewal or termination of any necessary permits, licenses or other authorization required, User may terminate this License on ten (10) days, or such shorter period as required to comply with such new applicable law, without any further obligations owed by User to the City, other than for obligations that have accrued but remain unsatisfied at the time of such termination. 8.4.4 If the City sells or otherwise conveys the Property within ten (10) years following the Effective Date and, as a result of such conveyance this License is terminated, the City shall reimburse User for the unamortized costs of the Sign Apparatus, as well as for all other capital expenditures made by User in connection with this License, according to Exhibit "E" provided herein. User shall submit to the City a schedule of all capital expenditures made by User, with supporting documentation, prior to execution of this License. ARTICLE IX: INSURANCE & INDEMNIFICATION 9.1 Insurance. User shall obtain and maintain in full force and effect at all times during the Term hereof, the insurance as set forth in Exhibit "D" attached hereto and made a part hereof (collectively, "Insurance Requirements"). The City reserves the right to reasonably amend the Insurance Requirements based upon the requirements of the Risk Administrator upon not less than thirty (30) days prior written notice to User. The policy or policies of insurance shall be so written that the policy or policies may not be canceled or materially changed without advanced written notice to the City, the Receipt of which shall occur no later than thirty (30) days prior to the change. Current evidence and policy of insurance evidencing the aforesaid required insurance coverage shall be supplied to the City upon the execution of this License and an evidence of renewal and policy shall be supplied, Receipt of which shall occur at least twenty (20) days prior to the expiration of each policy. The receipt of any documentation of insurance by the City or by any of its representatives, which indicates less coverage than required shall not constitute a waiver of the User's obligation to fulfill the Insurance Requirements. In the event User shall fail to procure and place such insurance as required above and within ten (10) days Receipt of notice from the City, the City may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid, plus the Administrative Use Fee relative to such premium paid, shall be deemed an Additional Use Fee, payable to the City upon written demand, with interest accruing at the Default Rate until repaid. User's failure to procure insurance shall in no way release User from its obligations and responsibilities as provided under this License. 407156 Page 1.5 of 33 9.1.1 User Contractors. User shall require any contractor of User's performing work in the License .Area to can-y and maintain, at no expense to the City, those specific insurance requirements as may be established by the Risk Administrator, and more specifically set forth in Exhibit "D." The City reserves the right to reasonably amend the insurance requirements based upon the requirements of the Risk Administrator upon not less than thirty (30) days prior written notice to User. 9.2 indemnification. User shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively the "Indemnitees") from and against all third party loss, costs, penalties, fines, damages, claims, liabilities or expenses (including without limitation, reasonable attorneys' fees and costs through litigation and all appeals) (collectively, "Liabilities") by reason of any injury to, or death of, any person or damage to, or destruction or loss of, any property arising out of or resulting from or which is caused, in whole or in part, by the negligence of User or User Representatives in the construction, maintenance, repair, and/or removal of the Sign Apparatus. User expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of User, or any of its contractors, or subcontractors, as provided above, for which the User's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar law. User further acknowledges that, as lawful consideration for being granted a license to use the License Area, User, on behalf of itself, its agents, invitees and employees, does hereby release from any legal liability the City, and its officers, agents and employees, from any and all claims for injury, death or property damage resulting from User's use of the License Area, unless due to the negligence or willful misconduct of the City or its employees. 9.3 City's Limited Liability. The City shall not be held liable to User, or to those claiming through User, for any loss or damage which may result from (a) the acts or omissions of any party occupying space in any part of the Property, or their agents, employees, contractors or invitees, unless such third party acts or omissions were negligently or willfully permitted by the City, its employees, agents and/or representatives; or (b) from the breaking, bursting, stoppage or leaking of electrical cable and wires, or water, gas, sewer or steam pipes, unless due to the negligence or willful misconduct of the City, its employees, agents and/or representatives. User acknowledges that its use of the License Area and the Property is at its own risk. 9.4 Increased Premiums. User will not do, or suffer to be done, keep or suffer to be kept, anything in, upon or about the User which violates the terms of this License and thus violates the City's policies of hazard or liability insurance. Commission of any such act prevents the City from procuring such insurance policies in companies acceptable to the Risk Administrator. If anything done, omitted to be done or suffered by User to be kept in, upon or about the License Area in violation of the terms of this License shall directly cause the rate of insurance on the Property to be increased beyond the minimum rate that is from time to time applicable to the Property or to any such property for the use or uses made thereof, User will pay, as an Additional Use Fee, the amount of such increase, upon demand made by the City. ARTICLE X: WARRANTIES & REPRESENTATIONS 10.1 User's Representations. User makes the following representations to the City: (a) User is duly organized and validly existing under the laws of the State of Delaware, is authorized to transact business in the State of Florida, and has full power and capacity to carry on its business as presently conducted, and to perform all obligations necessary under this License Agreement. Page 16 of 33 (b) User's execution, delivery and performance of this License have been duly authorized by all necessary legal actions and such execution, delivery and performance does not, and shall not, conflict with or constitute a default under any indenture, agreement or instrument to which User is currently a party or by which User may be bound or affected, except for such approvals required by this License. (c) This License constitutes the valid and binding obligation of User, enforceable against User, its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws which generally affect the rights of creditors. (d) User has not (i) employed or retained; or (ii) offered to pay, paid, or agreed to pay, any natural person, firm, partnership, association, corporation, Limited Liability Company, trust, public body, authority, governmental unit or other entity employed by the City to secure the award of this License. User is aware and will comply with Article 5, Conflict of Interest, of Chapter 2 of the City of Miami Municipal Code, as the same may be amended from time to time. (e) User is not, directly or indirectly, engaging, instigating or facilitating this transaction, nor acting for or on the behalf of, any Restricted Entity. ARTICLE XI: MISCELLANEOUS 11.1 Notices. Any notice, request, demand, approval or consent given or required to be given under this License shall be in writing and shall be deemed to have been given as follows ("Receipt"): 11.1.1 Notices to the City. If intended for the City, on the fifth (5th) day following the day on which the same shall have been mailed by United States registered or certified mail or express mail, return receipt requested, with all postage charges prepaid, addressed to: To the City: Office of the City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, FL 33131 Attn: City Manager with copy to: Department of Real Estate and Asset Management 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33130-1910 Attn: Director with copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Attn: City Attorney 11.1.2 Notices to User. If intended for the User, upon the earlier to occur of (a) the fifth (5th) day following the day on which the same shall have been mailed by United States registered or certified mail or express mail, return receipt requested, with all postal charges prepaid, addressed to User at the User Notice Address; or (b) actual receipt at the User Notice Address, and in the event more than one copy of such notice shall have been sent or delivered to User, the first actually received shall control for the purposes of this circumstance. For purposes of this License, the "User Notice Address" shall mean: To the User: Outfront Media Miami LLC 2610 N Miami Avenue Miami, Florida 33127 Attn: General Manager copy to: Outfront Media Miami LLC 405 Lexington Ave, 14th Floor New York, New York 10174 Attn: General Counsel 407156 Page 17 of 33 11.1.3 Address Changes. The Parties may, at any time, change their address for purposes of this Section 11.1 by sending notice to the other party stating the change and setting forth the new address. 11.2 Recitals. The Recitals to this License are true and correct, and are incorporated herein by reference and made a part hereof. 11.3 Entire Agreement. This instrument constitutes the sole and only agreement of the Parties, and correctly sets forth the rights, duties, and obligations of the Parties. There are no collateral or oral agreements or understandings between the Parties relating to this License Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except through an instrument, in writing, executed by each Party. 11.4 Severability; Governing Law. It is the express intent of the parties that this document constitutes a License Agreement. Further, should any provision, section, paragraph, sentence, word or phrase contained in this License be deterinined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, such provision, section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this License shall remain unmodified and in full •force and effect, or the use of such provision, section, paragraph, sentence, word or phrase shall be limited. User acknowledges that the City, as a public entity, is subject to Florida's public records laws, which makes all materials corrununicated by or to the City, pursuant to this License, subject to disclosure under such public records laws, unless specifically exempted from such disclosure or made confidential. 11.5 Venue. All disputes arising out of this License shall be subject to the exclusive jurisdiction and venue of the state or federal courts located in Miami -Dade County, State of Florida, and the Parties consent to the exclusive personal jurisdiction and venue of these courts. 11.6 No Joint Venture. Any intention to create a joint venture or partnership relation between the Parties hereto is hereby expressly disclaimed. The provision of this License in regard to the payment by User and the acceptance by the City of a percentage of Gross Sales of User and others is a reservation for use, to be deemed payment for the use of the License Area. 11.7 Captions; Headings; Sections. The captions and headings in this License are for convenience only and are not a part of this License Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this License, or the scope or intent thereof. Reference to one section shall include all subsections (i.e. Section 1.4 shall include Sections 1.4.x, 1.4.x.y, etc.), and vice versa, and shall be read as a whole. 11.8 Non -Discrimination. In connection with the performance of any obligation under this License, User agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation, against any person otherwise qualified on the basis of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status or physical or mental disability; and further agrees to insert the foregoing provision in all subcontracts related to the performance of this License. 11.9 Judicial Interpretation. Should the provisions of this License require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or Page 18 of 33 through its agents prepared same, it being agreed that the agents of the Parties have equally participated in the preparation of this License. 11.10 Waiver. No waiver or breach of any provision of this License shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 11.11 Third -Party Beneficiaries. Nothing in this License, express or implied, is intended to (a) confer upon any person, other than the expressed Parties herein, any rights or remedies under or by reason of this License as a third -party beneficiary, or otherwise; or (b) authorize anyone not a party to this License to maintain an action pursuant to or based upon this License. 11.12 Time of Essence. Time shall be deemed of the essence on the part of the Parties in performing all of the terms and conditions of this License. 11.13 Remedies Cumulative. No reference to any specific right or remedy shall preclude either party from exercising any other right or from having any other remedy or from maintaining any action to which it may otherwise be entitled at law or in equity. No failure by either party to insist upon the strict performance of any agreement, term, covenant or condition hereof, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial use fees during the continuance of any such breach, shall constitute a waiver of any such breach, agreement, term, covenant or condition. No waiver by either party of any breach by the other party under this License or a waiver by the City of any breach by any other occupant, tenant or user under any other agreement for any portion of the Property shall affect this License in any way whatsoever. 11.14 City Inspections and Access. User shall permit the City, and its agents, employees and contractors to enter all parts of the License Area to inspect the same, at any time, and to enforce or carry out any provision of this License, including without limitation, any access necessary for the making of any repairs which are the City's obligation hereunder. Any such entry shall be upon notice, if any, as shall be feasible under the circumstances and shall be made so as to reasonably minimize the disruption of User's use of the License Area. 11.15 Joint and Several Liability. If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall sign this License as User, the liability of each such individual, corporation, partnership or other business association to pay use fees and perform all other obligations hereunder shall be deemed to be joint and several and all notices, payments and agreement given or made by, with or to any one of such individuals, corporations, partnerships or other business associations shall be deemed to have been given or made by, with or to all of them. In like manner, if User shall be a partnership or other business association, the members of which are, by virtue of applicable law, subject to personal liability, the liability of each such member shall be joint and several. 11.16 Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of Radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 11.17 Municipal Powers. It is expressly understood that, notwithstanding any provision of this License and the City's execution thereof', the City shall retain all of its sovereign prerogatives, rights and regulatory authority (quasi-judicial or otherwise) as a municipal corporation under the laws of the state of Florida and shall in no way be estopped from withholding or refusing to issue any approvals of 407156 Page 19 of 33 applications for building, zoning, planning or development under present or future laws and regulations of whatever nature applicable to the planning, design, construction and development of or within the License Area (where applicable), or the operation thereof, or be liable for the same. The City shall not by virtue of executing of this License be obligated to grant User, or any natural person, firm, partnership, association, corporation, limited liability company, trust or other entity acting on User's behalf, any approvals of applications for building, zoning, planning or development under present or future laws and ordinances of whatever nature applicable to the planning, design, construction, development, operation, or any combination thereof, of or within the License Area (where applicable). Notwithstanding and prevailing over any other provision to the contrary, the City's execution of this License shall not bind the Commission of the City of Miami, Florida or any board or other instrumentality of the City to grant or leave in effect any zoning changes, variances, permits, waivers, contract amendments, or any other approvals that may be granted, withheld or revoked in the discretion of the City in the exercise of its police powers. 11.18 Survival. All representation, warranties, covenants, conditions and agreements contained herein which either are expressed as surviving the expiration or termination of this License or, by nature, are to be performed or observed, in whole or in part, after the termination or expiration of this License, shall survive the termination or expiration of this License. 11.19 Force Majeure. Neither Party shall be liable for failure or delay in performing obligations set forth in this License, and neither Party shall be deemed in breach of its obligations, if such failure to delay is due to natural disasters, strike, lock -out, or other industrial or transportation disturbances, law, regulation or ordinance, or any causes reasonably beyond the control of such Party. 11 .20 GOVERNING LAW; VENUE: This License shall be construed according to the laws of the State of Florida and venue shall be in Miami- Dade County. Each party shall bear its own attorney's fees. THIS SPACE LEFT INTENTIONALLY BLANK [Signature page follows] Page 20 of 33 IN WITNESS WHEREOF, in consideration of the mutual entry into this License, •for other good and valuable consideration, and intending to be legally bound, the Parties have executed this License as of the Effective Date of , 2015 CITY OF MIAMI, a municipal corporation of the State of Florida By: Daniel J. Alfonso City Manager ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CO ' CTNESS: REQUIREMENTS: By: By: Victoria Mendez Ann -Marie Sharpe, Director City Attorney Risk Management Department Page 21 of 33 USER: OUTFRONT Media Miami, LLC By: Signature Name/Title ATTESTED BY: By: CORPORATE SEAL Name Title Company Name By: Name Title Company Name Page 22 of 33 EXHIBIT "A" Property Tract C of MIAMI CONVENTION CENTER AMENDED, according to the Plat thereof, as recorded in Plat Book 119 Page 36, in the Public Records of Miami -Dade County, Florida. Page 23 of 33 CEP tZ of3Pc.1 cSURVEY SKETCH FOR MURAL GRAPHIC SCALE 00444 000000400000 iir4T,}- 5,17 ON TA AVT.101, Na g.4,04, RC:Art, 1,316,S. ( IN MET lech •= 00 0. 0*1.1),, I. PAU PRORSarAA, 11AFTli, 3.4 COTT 2",2 TWAliAINN STA-q 'fijokA 71144- 42,-,044 TM-591,M QA, Apnram 1,1,1 S4YFT Int MA: RE 44444,4) 44.4r4j, 4444444,4, ;44 444, '444414,4 t•rtITINC, ,IP1,CAT. Cf. Pr:r 4Tig50.0.S...10 ii Cr fNCIAleRt!«CFS. Vq,10.P. ‘341,i =1,5 0 1,E riS,E,710 ,akni W.; NOZ .1. AT, KrfI,Na UhiE,S P,ST, 4141,44,44, S..0,410 4,40 M4PPER r USW SM: //,,t; DOWFHOWN DISTRIBUTOR FOR NORTH — SOUTH (1-95) X—WAY II— (79-31) 1 -.'i SOUTH LINE OF OVERPASS 4 t--- ---1 14.4; 4 01-14 Dr 444491 I44414,14i44441 __111,431 000 (4000 6 I, C. 0-00 03 144,44 p4,4,4,,i 54c444 __---4,4c4pcs,4 $1,444 PORTION 011 MIAMI CONVENTION CENTER -TRACT C P9.119 G. 36 EXHIBIT "C" Sign Apparatus 400 S.E. 2nd AVENUE, EAST FACE E„ LEMA, 7PONS SCALE, : 1 I Et," = 440 , AW0,0e00A,00 0000 ft0, -000, 00 01 vile,01.40.4reeree . . " Page 25 of 33 EXHIBIT "D" Insurance Requirements Corrirnercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Personal and Adv. Injury $1,000,000 Products/Completed Operations $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement 11. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami included as an Additional Insured 111. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V.Professional Liability/Errors and Omissions Coverage Combined Single Lirnit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date included Umbrella Each Occurrence $2,000,000 Policy Aggregate $2,000,000 A. Endorsements Required City of Miami included as an Additional Insured Excess Follow Form over all applicable liability policies VI.Payment and Performance Bond, TBD (If Applicable) Page 26 of 33 City of Miami listed as obligee on the surety bond. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. The City reserves the right to reasonably amend or change the insurance requirements as may be applicable relative to the scope of services contained within this License. Page 27 of 33 EXHIBIT "E" Capital Expenditure Costs and Reimbursement Schedule Capital Expenditures Cost Structural work to Building Wall $150,000 Electrical $20,000 14X48 LED Screen $219,250 LED Shipping $2,500 Engineering $3,000 Survey & Other Professional $1,500 Direct Labor $10,500 Permitting $3,000 Misc $5,000 Total (Cap) $414,750.00 Reimbursement Schedule Termination during License Year Percent of User's Capital Expenditures E i 'b e for Reimbursement Year 1 90% Year 2 90% Year 3 50% Year 4 25% Year 5 10 `)/0 Years 6-25 0% Page 28 of 33 EXHIBIT "F" Letter to City Manager GreenbergTraurig ---111/-daY EZ 25 AM 8: I 7 DEPAR TMEVi" Al. ESTATE a ASS.ET MANAGEMENT January 28, 2015 VIA REGISTERED MAIL & ELECTRONIC MAIL Mr, Daniel j. Alfonso City Manager City of Miami 3500 Pan American Drive Miami., Honda 33133 Jorge L, NtivtuTo, Lisq. Tel (305) 579-0821 navarrojo@gdaw.com Re: Notice of Corporate Name Change from Van Wagner Miami, 1.1,C to OUT.FRONT Media Miami, LLC / License Agreement for .Mural Advertising / Property Located at 444 SW 2" Avenue in Miami, Florida Dear Mr. Manager: We write to conlirrn the recent corporate name changes concerning OUTFRONT Media Miami, LLC f/k/a Van Wagner Miami, LLC. (the "Licensee"), As you may recall, the City of Miami (the "City") has an existing license agreement with Van Wagner Miami, LLC for outdoor advertising mural uses (the "Agreement") at the Miami Riverside Center located at 444 SW 2" Avenue in the City of Miami, Florida (the "Property"), On October 1, 2014, the outstanding membership interests in Van Wagner Communications, LLC, the direct parent company of the Licensee, were acquired collectively by CBS Outdoor Americas, Inc, and CBS Outdoor, LLC, On November 20, 2014, the aforementioned companies changed their names as follows: CBS Outdoor Americas, Inc, changed its name to OUTFRONT Media, Inc., CBS Outdoor LLC changed its name to OUTFRONT Media LLC; Von Wagner Communications Lf‘C changed its name to OA VW LLC and then to OUTFRONT Media VW Corrununications LLC; and Van Wagner Miami changed its name to OUTFRONT Media Miami, I,LC. Secretary of State and Department of State certificates evidencing the aforementioned name changes Etre attached hereto as Exhibit A. Notwithstanding the change in OUTFRONT Media Miami LLC's indirect ownership, the Licensee remains the same company and the Agreement will continue to be performed by Van Wagner Mia.mi, LLC under its new corporate narne, OUTFR.ONT Media Miami, LLC, If you require any additional information or would like to discuss this request further, please do not hesitate t.o contact me directly at 305-579-0821. Thank you for your considerate attention to this matter, MIA 184311184v1 GREENRERG 7050010 t& ATTORNEYS AT LAW VONVV.GILAW.COM 333 S.E. 2nd Avenue Suite 4109 MOni, FL 33131-3238 t, Tel 305.579.0500 Fax 305.579.0717 Page 29 of 33 Sincerely, GREENBELT 0 TRAURIO — Navarro cc: Daniel Rotenberg, Director of Public Facilities Victoria Mendez, City Attorney MIA 184311184v1 GREENKRG 1RAURIG, ATIORNEXS AT 1 AV VVW W.GILAW.CONA Page 30 of 33 EXHIBIT "A" PAGE 1 The First State X, aEFFREY W. BULLOCK, SECRETARY OF STATE ONTHE STATE OF DELAWARE, DO HEREBY CERTIFY MR ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "VAN WAGNER MIAMI, LI/C", CHANGING ITS NAME FROM "VAN WAGNER MIAMI, LLC" TO "OUTFRONT MEDIA MIAMI LZ.C", FILED IN THIS OFFICE ON THE nomurnErg DAY OF NOVEMBER, A.D. 2014, AT 8 O'CLOCK A.M. 9.153709 eloo 142439239 YOU may vorlry laJle aort;tflorao oraine t map, doleuraset utlwar 'Atm!. orsum WITH ; 2888172 DATE 1.1 r21 -14 Page 31. of 33 State of De1svars Saanstory of State Division of Corpoxstions Delivered 0749 AN 11/2o/24),14 09:00 AM 11/20/2014 SRV 141434239 - 4153709 r.rtiv STATE OF DELAWARE CERTIFICATE OE AMINDENT 1, Name of Limited Liability Company: Van Wagner ioTni, The Certificate of Formation of the limited liability company is hereby amended as follows: ...... First: The name of, Lhe limited I iability company a.a Outfrost 14e3ia Miami I,LC IN WIT S W11JREOE, the unciersiiined have executed thi Certificate on the _ day of \A KAP !V". „ AD, 2014 By; Authorize 17anzi Print or Typo Page 32 of 33 EXHIBIT "G" Gross Sales Report "l71" GROSS SALES, REPORT USER OUTFRONT MEDIA M LAW LLC License Year MInImunBSE* Use Fes Pal d MInImum Percentage Use Fee S12.,E00.00 GTO E.8 Sales Source Gros-e Sales Arnount Total u'mnual Gross Sales Itemization of Exclusions OT Deductions Excluslrg"'"Deductic"I'B Amount Total ExcluelonsMeduchons Effective Gross Sales Annual Minimum Percentage FB,b State Use Tax Total Mlnlmum Percentage Use Fee TOTAL REI4T DUE 1.4.7,,,,,,, 1,414/rarn ie,. Ow twx l'aM (412,000.N) Supplement Page Attached I hereby cern ty to the accuracy of this report and acknowledge that 0 UTF ROUT MEDIA MIAMI, LLC hoe paid ail applicable Florida State sales and WO taxes whfcli are dos and payable, whether directly Cr Indlrectly, under FL. Statute 212 to the State of Florida Department of ReYen us'''. The Crhy or Miami can rely on the above report to be true and accthrate as BilbmItted, „SIG KA„TURE DATE. REMARKS Min -WM Percentage Use Fee Oa! t3 payable WIITh sixty (SO) says of arter the end Dr .E.30 Ucense Year. Jser oral deqN,er or.re Cry a statement selling full the Gross Saies Jurng Lie applicaLle Lloeflee Year, ald "JSET shall pa) lo tre City the 3 0Lifl r ary„ by ,N111;h 111,e appdcacie percentage of :ne Gross Sales exceeds tne amuse Vlilmurn 63Ei. Use Fee 1:3,5 tie same a ii1C-7,E.asEd pursuant to The terms or ants LIcenset Fan stasemer: 6431 e signed 3r4 certrfted to be complete and correct by an Grr!,ET or User. Such statement .sna crow the annual ,Gross Sales and ar, IternZation of any ualId exclusions or deductors Ix the el-117E11 LIderse Year Make oneck payable 10 :he Cry of Mlaml and rEni7f MG report together ua'th the ptoper remittance 10: CTTY00 MIAW REAL ESTATE AND ASSET MANA.GEMENT DEPARTMENT ATTENTION: LEACE MANAGER ..lzut 00 4MIENUE., .3Til FLOOR MIAMI, FL 3,31J ' Gross S,ales Report subject to ohange, and revision. Page 33 of 33