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HomeMy WebLinkAboutExhibit - Agreement (SUB)THIRD AMENDMENT TO SETTLEMENT AGREEMENT THIS THIRD AMENDMENT to Settlement Agreement ("Third Amendment") is made and entered into as of this day of , 2017, by and between the City of Miami ("City"), a Florida municipality, and Clear Channel Outdoor, Inc., a Delaware corporation ("CCO"). RECITALS A. Whereas the Florida Legislature has empowered the City, pursuant to Section 70.20, Fla. Stat. (2002) to enter into relocation and reconstruction agreements, on whatever terms are agreeable to the sign owner and the municipality, and to provide for relocation and reconstruction of signs by ordinance. B. Whereas, in conformance with the powers granted to the City by virtue of Section 70.20, Fla. Stats. (2002), the City entered into a Settlement Agreement with CCO dated July 8, 2004 (the "Original Agreement"), as amended by that certain First Amendment to Settlement Agreement, dated September 2, 2009 ("First Amendment") and Second Amendment dated April 19, 2011("Second Amendment"). The First and Second Amendment, together with the Original Agreement (hereinafter collectively referred to as the "Agreement"), contained relocation and reconstruction provisions. C. Whereas to implement the provisions of Section 70.20, Fla. Stats. (2002), the City and CCO desire to, and by this Third Amendment hereby agree to, further amend the terms of the Original Agreement and the First and Second Amendment as set forth herein. D. Whereas governing laws referred to in the Agreement shall include, but are not limited to, 23 C.F.R. Part 750; 23 U.S.C. Sec. 131, et seq.; Article X, Section 6, Florida Constitution; Ch. 14-10, F.A.C.; Section 70.20, Fla. Stat.; Section 70.001, Fla. Stat.; Section 479 Fla. Stat.; Section 23, Art. VI of the Code of Miami -Dade County, Florida; Section 62.601 et seq., of the Code of the City of Miami, Florida; and the Zoning Code of the City of Miami, Florida. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and CCO agree to amend the Agreement as follows: 1. Incorporation of Recitals. The above recitals are true and correct and are incorporated into and made part of this Third Amendment. 2. Waiver of Just Compensation. CCO hereby expressly waives any right to receive from the City just compensation for the removal of any Signs or Sign Structures pursuant to this Third Amendment, whether such a claim for just compensation is predicated on Section 1 70.001, 70.20(9) or 479.15(2), Florida Statutes; Article X, Section 6 of the Florida Constitution; or any other authority under local, state or federal law. 3. LED Sign faces. 3.1 LED Sign Faces. Notwithstanding anything to the contrary in the Agreement or this Third Amendment, at CCO's option, which it may exercise in its sole and absolute discretion in accordance with the time limit set forth in the Original Agreement, CCO shall be permitted to, erect, install, relocate and/or reconstruct up to three (3) LED Sign Faces as more fully set forth on Exhibit A attached hereto, (which shall have the characteristics described in Sections 3.6 through 3.8 hereof [the "LED Sign Faces"]) as follows: (a) up to three (3) LED Faces shall be placed on CCO's existing Sign Structures (the "Proposed LED Structures"). CCO shall be permitted to exchange any combination of the twelve (12) Sign structures listed on Exhibit B attached hereto, pursuant to the terms and conditions under Section 3.9 hereof, for a maximum of three (3) LED Sign Faces as set forth above. Notwithstanding anything to the contrary in the Agreement, for purposes of relocations and/or reconstruction of existing sign faces and sign structures pursuant to this Third Amendment, and the Agreement, construction materials may consist of either new materials, refurbished materials, or materials from the existing location to be relocated and/or reconstructed. The Sign structure on which the LED Sign face is mounted as provided in this Third Amendment must comply with the design criteria on Exhibit C attached hereto. 3.2 (a) NEA LED Sign Payments: CCO will pay to the NEA program an additional annual payment in the amount of $25,000.00 for years 1 through 6 of this Third Amendment, $30,000.00 for years 7 through 13 of the Third Amendment, and $35,000.00 for years 14 through the termination of this Third Amendment (the "NEA LED Payment") for each bulletin size LED Sign Face erected under the terms of this Third Amendment. The term of this NEA LED Payment shall be from the date of issuance of the related Amended LED Permit, as defined in Section 3.9 herein, and for so long as such LED Sign Face remains erected, irrespective of whether it is relocated to an Alternate Location. The City shall charge all relevant permitting fees for the processing of the Building Permit Application for an Amended LED Structure pursuant to the fee rates set forth in the City of Miami Code of Ordinances. Nothing contained in this Third Amendment is intended to modify the annual NEA LED Payments required under the terms of the First and Second Amendments. All NEA LED Payments required by this Third Amendment are in addition to those due pursuant to the First and Second Amendment. (b) NEA LED Payment Date: The first annual NEA LED Payment for each LED Sign Face erected under this Third Amendment, as pro -rated under Section 3.2(c), is due immediately upon the issuance of all City and State permits necessary for the erection, installation, and operation of that particular LED Sign Face. All other subsequent NEA LED Payments for each LED Sign Face which has been fully permitted by the appropriate City and State agencies and issued pursuant to Section 3.9, shall be due on January 31 st of the following year, and on each January 31 st thereafter as long as such LED Sign Face remains erected under the terms of this Third Amendment. 2 (c) NEA LED Payment Proration: The NEA LED Payment for each LED Sign Face shall be pro -rated for that year to take into account the time for which an amended permit was issued by the City for each LED Sign Face in a calendar year. By way of example only, if this Third Amendment were signed on January 1, 2012 and the City issues an Amended LED Permit for a particular bulletin size LED Sign Face on July 1, 2012, the NEA LED Payment for said bulletin size LED Sign Face shall be $12,500.00 for the first year, instead of $25,000.00. (d) NEA LED Credit: The City will provide CCO with a credit toward the next NEA LED Payment due for an Amended LED Permit issued under this Third Amendment (the "NEA LED Payment Credit") in the event that: (1) a City issued Amended LED Permit expires without the applicable LED Sign Face being erected; or (2) an Affected LED Sign Face is unable to be relocated and reconstructed under Sections 3.4 or 3.5 CCO shall provide the City written notice 60 days prior to the beginning of the City's Fiscal Year' of a potential expiration or cancellation of a lease agreement which may occur in the upcoming Fiscal Year so that the City can appropriately account for a potential NEA LED Payment Credit in its upcoming budget. (e) NEA LED CPI Adjustment: The NEA LED Payment shall be adjusted annually, either up or down, based upon the consumer price index for the Metropolitan Miami -Dade area (the "CPI Adjustment"). The CPI Adjustment shall begin on the third anniversary date of the first NEA LED Payment pursuant to this Third Amendment. 3.3 Emergency Messages. In addition, the City will have access to use the LED Sign faces through the State of Florida's Office of Emergency Management (the "OEM"), upon official activation of the OEM for certain limited emergency reasons such as hurricanes, amber alerts, and police or fire emergency situations. Such access shall be subject to the agreements CCO has in place from time to time with the FBI, State of Florida and the OEM. The City shall from time to time be entitled to provide display copy to CCO for CCO to display at no cost on the LED Sign faces for Public Service announcements relevant to City programs on a space available basis and in accordance with CCO's standard terms and conditions. 3.4 Affected LED Sign Face. In the event the view of any LED Sign Face is substantially impaired from the roadway, highway or expressway from which it is intended to be viewed, CCO is unable to install and/or operate an LED Sign Face at a Proposed LED Location through no fault of CCO, or CCO is unable to enter into a lease agreement with the property owner on terms acceptable to CCO in its sole and absolute ' The City's fiscal year runs from October 1st of the preceding year to September 30t' of the following year (the "Fiscal Year"). 3 discretion (the "Affected LED Sign Face"), then CCO may have the right to relocate and or reconstruct the Affected LED Sign face and Sign Structure to another location (each an "Alternate Location"), provided that the Alternate Location is: (A) located within a 1 mile (5,280 feet) radius of the existing Sign; and (B) located in the same zoning district as the existing Sign within the City of Miami; and (C) not located within 100' of Residential T-3 zoned property at the time of permit issuance; and (D) in compliance with relocation criteria as described in Section 62-618.5 of the City Code. The City shall not impose any additional requirements for the relocation of an Affected LED Sign Face, except as set forth herein. Legal non -conforming signs permitted prior to the original agreement but purchased by CCO after the original agreement that have maintained and kept current their permit fees are not subject to this agreement, may not benefit from, nor be used to violate this agreement. A list of the legal non -confirming signs, as provided by CCO, are attached as Exhibit D. 3.5 Transfer of Affected LED Sign Face to Existing Location. Notwithstanding anything to the contrary in the Agreement or this Third Amendment, CCO may be permitted to transfer the Affected LED Sign Face so as to place back-to-back LED Sign Faces at one of its Existing Locations in accordance with this Third Amendment. In the event that CCO is unable to relocate the Affected LED Sign Face to one of its Existing Locations within the City of Miami where it owns a Sign Structure, then CCO shall not be required to make any additional NEA LED Payments for the particular Affected LED Sign Face and the City shall issue a credit for any pre -paid annual NEA LED Payments on a pro-rata basis. The credit shall be applied to any future NEA LED Payments for other LED Sign Faces due under this Agreement and shall be appropriately pro -rated to take into account the period of time for which the Affected LED Sign Face was not erected in that particular calendar year. By way of example only, if the NEA LED Payment for an affected bulletin -size LED Sign Face sign face was made on January 31, 2013, and CCO removes the Affected LED Sign Face on April 31, 2013, then the City shall issue a credit to CCO in the amount of $18,750.00 instead of $25,000.00. 3.6 Spacing. LED Sign faces facing in the same direction along the same roadway shall be placed at a minimum of six hundred (600) feet apart, irrespective of whether they are placed on the same or different sides of the roadway. In the case of LED Sign faces located on opposite sides of the roadway, the six hundred (600) feet shall be measured excluding the width of the roadway, highway or expressway. 3.7 Size of Faces; Design. The bulletin size LED Sign Faces shall have digital advertising faces no larger than 14' x 48'. The LED Sign structures shall be constructed in the manner depicted and described in Exhibit C attached hereto. 4 3.8 Change of Messages. LED Sign Faces shall allow for display of remotely changeable off -premise advertising in increments of eight seconds, or increments permitted by FDOT regulations, whichever increment is greater. 3.9 Amended LED Permits. As set forth in Section 3.1, at CCO's option, which it may exercise in its sole and absolute discretion in accordance with the time limit set forth in Section 8 hereof, CCO may, at its sole cost and expense, permanently and voluntarily remove or replace, as the case may be, its Signs and all apparatus associated therewith ("Sign Structures") listed on Exhibit B attached hereto in accordance with and subject to the terms and conditions set forth in Sub -sections 3.1 through 3.9 hereof in order to place the LED Sign Faces on the Proposed LED Structures set forth on Exhibit A. In electing to do so, CCO shall comply with any and all federal, state and local requirements, including permit requirements and the City shall issue any and all necessary permits associated therewith. In recognition of CCO's removal of Sign structures identified in Exhibit B attached hereto, the City will amend up to a maximum of four (4) existing permits to allow CCO to transfer the existing permit rights associated with such Sign Structures to the Proposed LED Structures identified on Exhibit A attached hereto, or to an Alternate Location, as the case may be, and to upgrade the related sign faces at such structures for LED Sign Faces (the "Amended LED Permits"). CCO may only submit one (1) application for an Amended LED Permit for the LED Sign Face(s) at a time. CCO may exchange (a) any four (4) of the Sign Structures listed in Exhibit B for (1) bulletin size LED Sign Face on any one (1) Proposed LED Structures or to an Alternate Location, as applicable. Within fifteen (15) days after CCO's receipt of all necessary final governmental approvals, authorizations and permits for the erection, installation and operation of the first LED Sign Face, CCO shall, at its sole cost and expense, permanently and voluntarily remove (if not already theretofore removed) the Signs and Sign structures selected by CCO from Exhibit B (the "Removed Sign Structures") in exchange for the LED Sign Face. CCO may not apply for an Amended LED Permit for the second LED Sign Face until it has completed the removal of the Removed Sign Structures to be exchanged for the first LED Sign Face. By way of example only, CCO will not be able to apply for any Amended LED Permits to erect, install and operate a LED Sign Face until such time as CCO has completed the removal of the Removed Sign Structures exchanged for said sign. CCO reserves the right to modify the sequence of removal of the Removed Sign Structures and the sequence of erection, installation and operation of the corresponding LED Sign Faces, but in no event shall CCO be entitled to apply for an Amended LED Permit for another LED Sign Face until such time as CCO has completed the removal of the Removed Sign Structure it is working on at that time. CCO shall provide City with proof of removal within the specified time. Amended LED Permits granted pursuant to this Third Amendment are in addition to those granted under the First Amendment and Second Amendment. 3.10 4901 SW 8 St Relocation The City has asked CCO to relocate a sign structure located at 4901 SW 8 St ("4901 Sign Structure") to another location. The 4901 Sign Structure was dully permitted and obtained all necessary governmental approvals. 5 Notwithstanding the Relocation Standards found herein, CCO shall take down the structure within 90 calendar days and retain their right to relocate the 4901 Sign Structure to the location specified in Exhibit "A". 4. Illumination. 4.1 Brightness levels. The LED Sign Faces shall not operate at brightness levels of more than 0.3 foot candles above ambient light, as measured using a foot candle meter at a pre-set distance. Pre-set distances to measure the foot candles impact vary with the expected viewing distances of each size sign as follows: Measurement distance criteria: • 0 (zero) — 350 (three hundred fifty) square feet to be measured 150 (one hundred fifty) feet from source; • 351 (three hundred fifty-one) — 650 (six hundred fifty) square feet to be measured 200 (two hundred) feet from source; • 651 (six hundred fifty-one) — 672 (six hundred seventy-two) square feet to be measured 250 (two hundred fifty) feet from source. 4.2 Ambient Light Sensors. All LED Sign Faces shall have installed ambient light sensors, and at all times allow such sensors to automatically adjust the brightness level of the Sign Face based on ambient light conditions. 4.3 Default Shut off. Notwithstanding anything to the contrary set forth in the First Amendment, all LED Sign Faces shall contain a default mechanism built in to turn the display off or show "full black" on the display in the event of a malfunction. Any LED Sign Face that malfunctions, fails, or ceases to operate in its usual or normal programmed manner, causing motion, movement, flashing or other similar effects, shall be restored to its normal operation conforming to the requirements of this section within twenty-four (24) hours. 5. Permit Expediting Fee. At CCO's option, which it may exercise in its sole and absolute discretion, CCO may pay the City a permit expedition fee in the amount of Twenty-five Hundred Fifty Dollars ($2500.00) in order for the City to timely process an Amended LED Permit Application and issue all permits necessary in order for CCO to erect, install and operate the LED Sign Face(s) which are the subject of that particular Amended LED Permit application within ten (10) business days of its submittal to the City. 6. CCO to Indemnify and Hold Harmless the City. CCO agrees to indemnify, defend, and hold harmless the City, its officials and employees, from any claims, demands, liabilities, losses or causes of action of any nature whatsoever related to the Agreement, the Third Amendment, Signs or Sign Structures owned, operated or managed by CCO, or the removal of any Signs or Sign Structures owned, operated or managed by CCO (collectively, a "Claim"). In the event, a Claim is brought, the City shall promptly notify CCO of such Claim and each party shall cooperate with the efforts 6 of CCO to defend such Claim. In the event of a Claim, CCO shall be entitled, in its sole discretion, to return any LED Sign Faces or LED Sign Structures that has been modified to an LED or digital display to a non -digital conventional printed sign face or faces or remove the LED Sign Faces or LED Sign Structure. If CCO exercises such right, CCO shall be entitled to cease payment hereunder with respect to such LED Sign Faces or LED Sign Structure and the City shall not be entitled to claim any lost revenues or damages against CCO as a result of such election by CCO. 7. Future Sign Regulation. CCO agrees to comply with and be bound by all Federal, State of Florida, Miami -Dade County and City regulations regarding LED Signs adopted prior to the date of this Third Amendment. The City shall take no action to compel any CCO Sign structure and LED Sign Face which is the subject of an Amended Permit or Amended LED Permit and put into placement during prior agreements, to come into compliance with City Sign ordinances currently in effect or hereafter adopted. The City shall take no actions to diminish CCO's rights to maintain and operate such Sign structures and LED Sign Faces, including any Sign structures and LED Sign Faces which are subject to Amended Permits or Amended LED Permits which are later relocated, if any. However, any relocation of a sign previously relocated under the authority of a prior agreement must comply with current sign regulations. Nothing in this paragraph or this Agreement shall be construed to interfere with the City's exercise of its police power. Notwithstanding anything contained herein, the City shall not be liable to CCO in any manner, fmancial or otherwise, should any governmental body adopt or interpret any sign regulations affecting CCO's ability to display LED Signs in the future. CCO shall bear the sole risk of erecting and/or displaying LED Signs. 8. No Further Amendment. Except as expressly modified by this Third Amendment, the Agreement, shall remain unmodified and in full force and effect, and the Parties hereby ratify their respective obligations thereunder. The parties acknowledge the term of this Amendment shall run concurrently with the term of the Original Agreement. 9. Entire Agreement. The Agreement as expressly modified by this Third Amendment, shall constitute the entire agreement among the Parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. 10. Authority; Rights; Severability. The parties agree and acknowledge: That the Original Agreement, the First Amendment, Second Amendment and this Third Amendment (collectively, the "Agreement & Amendments") were negotiated and entered into by the City pursuant to the authority conferred upon it by law including Section 70.20, Fla. Stat. (2002), which provides in part that: [m]unicipalities... are specifically empowered to enter into relocation and reconstruction agreements on whatever terms are agreeable to the sign owner and the municipality... involved and to 7 provide for relocation and reconstruction of signs by agreement, ordinance, or resolution. Fla. Stat. § 70.20(1); That, if any provision of the Agreement & Amendments is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, then said provision shall be severed, and the remaining provisions shall remain in full force and effect. Notwithstanding any provision declared illegal, invalid, or unenforceable, the Agreement & Amendments have valid purposes, which include inter alia facilitating the net reduction of billboards in the City of Miami in order to preserve and improve urban aesthetics and traffic safety while also properly balancing private property and commercial speech rights; That nothing in the Agreement & Amendments shall be read to impermissibly interfere with the exercise of the City's police powers to protect the public from serious threats to health or safety; and That this Section shall apply to all portions of the Agreement & Amendments; and to the extent any language in the Agreement & Amendments is deemed inconsistent or contrary to this Section, the language contained in this Section shall control. 11. Representations and Warranties. CCO hereby represents and warrants that it: (a) is a corporation in good standing under the laws of the State of Delaware; (b) is duly authorized to transact businesses in the State of Florida; and (c) has taken all corporate actions necessary to authorize execution and performance of this Third Amendment. The City hereby represents and warrants that: (a) it is empowered to enter into this Third Amendment; and (b) this Third Amendment has been duly authorized by the City Commission of the City of Miami pursuant to the requirements of Florida law. 12. Terms of Art. Capitalized terms used and defined in this Third Amendment shall have the meanings herein set forth in this Third Amendment and not in the Agreement. Any capitalized terms used and defined in the First Amendment shall have the meanings set forth therein and not in the Third Amendment or the Original Agreement. Capitalized terms defined herein shall not be given the meaning provided herein to similar capitalized terms in the Agreement. For example, "LED Sign Face" as used herein has the definition provided herein for purposes of this Third Amendment, where as "LED Sign Face" as used in the First Amendment has the definition therein for purposes of the First Amendment. 13. Effective Date. This Agreement shall become effective as of the date it is approved by the Board of Commissioners of the City and is signed by the City Manager and CCO. 14. Conflicting Terms. In the event of a conflict between the terms of this Third Amendment and those terms contained in the Agreement, the language in this Third Amendment shall control. 8 [Signature Page Follows] 9 IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be executed by their duly authorized representatives as of the date shown above. ATTEST: CLEAR CHANNEL OUTDOOR, INC., a Delaware corporation By: Corporate Secretary Title "City" ATTEST: CITY OF MIAMI, a Florida municipal corporation By: Todd B. Hannon, City Clerk Daniel J. Alfonso, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney Ann -Marie Sharpe Risk Management Director 10 Exhibit A LOCATIONS TO REBUILD AND CONVERT TO LED PHASE 3 Location #of LED Exhibit D Zoning Media Type Folio Property Address Dist # Panel# Description Faces 836 Expwy NS 180' E/O NW 22 Av F/W Convert Second Amendment commercial 1-14x48 bulletin face 01-3134-051-0300 2170 NW 11 St 1 5366 1-95 WS 100ft S/O NW 32nd St F/N Rebuild & Convert 227 industrial 1-14x48 bulletin face 01-3125-026-0120 656 NW 32nd St 1 5478 1-95 WS 90ft S/O NW 8St F/N convert Settlement Agreement commercial 1-14x48 bulletin face 01-0104-070-1060 350 NW 8 St 5 4061 District 5 or district 1 Convert or new build Third amendment Commercial or industrial 2-poster faces To be determined To be determined 5 or 1 TBD Exhibit B STRUCTURES TO BE REMOVED AS PER THE CITY OF MIAMI PHASE 3 LED PROGRAM Panel Description Exhibit D Property Address Folio # District# panel # 1 NE 20th St SS 100ft E/O N Miami Av F/E - 1 78 1900 NE Miami Ct. 01-3136-002- 0340 2 4995 NE 20th St SS 100ft E/O N Miami Av F/W - 2 - 4996 NE 20th St SS 100ft E/O N Miami Av F/W - 3 - 4997 2 NW 12th Ave WS 100' S/O NW 29th St F/S 108 1200 NW 29 St 01-3126-039- 1831 1 5610 - NW 12th Ave WS 100' S/O NW 29th St F/N - - - - 5611 3 NW 7th Av WS 50ft N/O NW 70th St F/N - 2 173 7004 NW 7th Ave 01-3114-019- 0340 5 7630 NW 7th Av WS 50ft N/O NW 70th St F/S - 1 - 7631 4 NW 7th Av ES 150ft N/O NW 29th St F/N - 1 91 2921 NW 7 Ave 01-3125-024- 2220 5 5310 NW 7th Av ES 150ft N/O NW 29th St F/S - 2 - 5311 5 NW 7th Av ES 97ft N/O NW 21st Tr F/N - 1 99 2097 NW 7 Ave 01-3125-035- 0170 5 5440 6 NW 17th Av ES 50ft S/O NW 47th St F/N - 1 136 4655 NW 17th Ave 01-3123-015- 0050 5 6530 NW 17th Av ES 50ft S/O NW 47th St F/S - 2 - 6531 7 NW 36th St SS 10ft E/O NW 17th Av F/W - 1 230 3505-3535 NW 17 Ave 01-3126-038- 0020 1 5655 8 NW 29th St SS 100' W/O NW 12 Ave F/E 108 1200 NW 29 St 01-3126-039- 1831 1 5613 9 NW 79th St SS 100ft E/O NW 2nd Av F/E - 1 167 196 NW 79 St. 01-3112-048- 0160 5 7510 NW 79th St SS 100ft E/O NW 2nd Av F/W - 2 7511 10 SW 8th St NS 100ft E/O SW 17th Av F/W - 1 53 1643 SW 8 St. 01-4102-012- 0090 3 3980 11 NW 2nd Av ES 50ft N/O NW 37th St F/S - 1 138 3705 NW 2 Ave 01-3124-021- 1371 5 6870 12 12 NW 62nd St NS 10ft W/O N Miami Av F/E - 1 151/152 1 NW 62 St 01-3113-013- 0100 5 7071 N Miami Av WS 10ft N/O NW 62nd St F/S - 1 7072 N Miami Av WS 50ft N/O NW 62nd St F/S - 1 7073 NW 62nd St NS 25ft W/O N Miami Av F/W - 1 7074 NW 62nd St NS 25ft W/O N Miami Av F/W - 2 7075 13 CUSTOM 2" ROLE ON 4' CENTER PERFORATED 1ST SURFACE PANELS PAINTED METALLIC SILVER. OVERLAY ON PAINTED BLACK SASE. SCOPE OF WORK: YESCO MANUFACTURE (2) 20MM FULL COLOR LED MESSAGE DISPLAYS FOR DOI ISLE FACE DIGITAL BILLBOARD. MATRIX! 200 X 704 FABRICATE BRUSHED ALUMINUM FRAME FOR LED DISPLAY UNIT, TRIM DECOR AND POLE COVER. BB 1 DOUBLE FACE DIGITAL BILLBOARD SCALE U6' = -0 401696 CUM BB-1 Exhibit C 14 Exhibit D Address Folio# Location Description Lease Agreement 1 2342 NW 36 St 01-3127-028-0050 NW 36th St SS 150ft W/O NW 23rd Av F/E 65704 Left out of Original Exhibit D 2 3661 NW 27 Ave 01-3122-050-0060 NW 27 Ave ES 50ft S/O 37 St F/N - 1 80163 Purchased 7-27-05 NW 27 Ave ES 50ft S/O 37 St F/S - 2 3 701 NW 79 St 01-3111-006-0240 NW 79 St NS 150ft W/O NW 7 Ave FM - 1 80165 Purchased 7-27-05 NW 79 St NS 150ft W/O NW 7 Ave F/E - 2 4 468 NW 22 Ave 01-4103-035-0200 NW 22 Ave WS 100ft S/O 5 St F/S - 1 80222 Sublease NW 22 Ave WS 100ft S/O 5 St F/N - 2 5 4055 NW 17 Ave 01-3123-038-0110 112 Hwy NS 100ft E/O NW 17 Ave F/W - 1 80233 Sublease 112 Hwy NS 100ft E/O NW 17 Ave F/E - 2 15