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HomeMy WebLinkAboutExhibitRECONSTRUCTION AND RELOCATION AGREEMENT This Reconstruction and Relocation Agreement is made and entered into as of 2024, by and between the City of Miami (the "City"), a Florida municipality, and SDE Media, LLC, a Florida limited liability corporation, (referred to as "SDE"). RECITALS A. The City has adopted ordinances that, among other things, regulate the size, height, appearance, lighting, and landscaping requirements for outdoor advertising structures ("Signs"). City ordinances have permitted Signs in certain Zoning Districts and prohibited them in others. Certain Signs which SDE erected in accordance with the City's former zoning ordinances do not conform to the City's current Sign regulations. B. As of February 1, 2010, SDE owned two (2) Signs in the City referred to as the Boardworks Sign and the Hampton Inn Sign. Since February 1, 2010, disputes have arisen between SDE and the City regarding City ordinances regulating Signs, the applicability of certain City ordinances to Signs owned by SDE, and the effect of State laws on City ordinances and on the enforcement of such ordinances. These disputes have resulted in code enforcement actions and pending claims. In addition to the code enforcement actions, SDE has asserted additional claims including, but not necessarily limited to, detrimental reliance, equitable estoppel, disparate treatment, denial of equal protection, and deprivation of property rights pursuant to the Bert J. Harris private property Act. C. The City acknowledges that SDE has removed the two Signs that were owned by SDE as a result of the code enforcement actions. D. The City has been authorized by the Florida Legislature, pursuant to Section 70.20, Fla. Stats. (2002) to enter into relocation and reconstruction agreements, on whatever terms are agreeable to the sign owner and the municipality, and to provide for relocation and reconstruction of signs by ordinance or resolution. E. The City and SDE desire to resolve all disputes and the pending claims in this Relocation and Reconstruction Agreement (the "Agreement"). F. As a result of disputes between sign owners and the City regarding whether certain signs were legal, settlement agreements were entered into with the following sign owners applicable to the signs then owned by each owner: i. Carter Pritchett Hodges, Inc., d/b/a Carter Outdoor Advertising, Inc. (Carter), August 18, 2003 [20 Signs]; ii. Clear Channel Outdoor, Inc. (CCO), July 8, 2004 [452 Signs]; iii. CBS Outdoor, Inc. n/k/a Outfront Media LLC (Outfront), July 18, 2008 [53 Signs]; (collectively, the Settlement Agreements). The Settlement Agreements acknowledge that some of the Signs were lawfully constructed and some of the Signs were considered illegal by the City. The Settlement Agreements provide that if neither the City nor the Sign Owner can locate the original sign permit, the City will issue a replacement permit. The Settlement Agreements with Carter and CCO contain a "most favored nation" provision that provides that if the City reaches a settlement with any other billboard owner, Carter and CCO may elect to be governed by such agreement. Carter and CCO are required to give the City notice of election to be governed by such agreement within 60 days of receiving notification of the agreement. G. The City and SDE intend that this Agreement will incorporate, to the extent applicable due to the limited number of signs subject to this Agreement, the terms and conditions of the Settlement Agreements. 2 NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and SDE agree as follows: AGREEMENT 1. Incorporation of Recitals. The above recitals are true and correct and are incorporated into and made part of this Agreement. 2. Definitions. a. As used in this Agreement, the terms "Sign regulation", "Sign law", and "Sign ordinance" mean ordinances adopted by the City that, among other things, regulate the size, Height, appearance, location, lighting, and landscaping requirements for Signs; however, said terms do not mean ordinances relating to structural, electrical and/or engineering requirements, or other health and safety requirements (the "Technical Regulations"). b. As used in this Agreement, the term "Base Building Line" shall have the meaning set forth in §§54-196 through 54-190 of the City of Miami Code (the "City Code"). c. As used in this Agreement, "Height" means the maximum vertical measurements permitted for Signs from the crown of the adjacent road (which in the case of multiple roads, the highest crown shall be used), to the highest point of the "Sign Structure" as established in Section 497.07, Fl. Stats. (2002). d. As used in this Agreement "Full Permit Application" means survey, plans, site plans, structural and electrical plans, and a fully completed permit application uploaded into the City's iBuild system with payment. e. As used in this Agreement, "Gateways" means those areas of the City of Miami designated on the map attached as Exhibit A where, irrespective of Zoning Districts and 3 corresponding restrictions, Signs are not permitted. Subsequent to the Effective Date of this Agreement, should the City amend its Settlement Agreement with Carter, Clear Channel Outdoor, Inc.("CCO") or CBS Outdoor, Inc., now known as Outfront ("Outfront"), and a gateway map designating where Signs are not permitted is made a part of that Settlement Agreement, and said map is different than Exhibit A, then whichever map is less restrictive shall apply to SDE under this Agreement. f. As used in this Agreement, "Zoning District" means the Transect Zone designation for a particular Sign located as determined by the Zoning Ordinance of the City of Miami, currently known as Miami 21, subject to the Relocation standards set forth in Exhibit C. For purposes of this Agreement, Signs are allowed in following zoning districts: T5-O, T6-8, T6- 12, T6-24, T6-36, T6-48, T6-60, T6-80, CI, CI- HD, D 1, D2, and D3 as described in Miami 21 or such equivalent zoning districts as may be adopted by the City from time to time. g- As used in this Agreement, "Termination Date" shall mean 25 years from the "Effective Date" (see paragraph 19.1.). 3. Sign Inventory and Removal of Signs. SDE owned, operated, or managed the Signs listed on Exhibit B (the Boardworks Sign and the Hampton Inn Sign) and there are no other Signs within the City that are currently owned, operated or managed by SDE or any of its subsidiaries, affiliated corporations, or affiliated entities as of the Effective Date of this Agreement. SDE represents that: (a) the information set forth in the attached Exhibit B accurately describes all of SDE's inventory of Signs within the City prior to their removal; and (b) Exhibit B identifies the Zoning District in which each of SDE's Signs was located prior to its removal, the number of Sign faces, the location by street address and folio number, and whether the Sign is a roof Sign. With respect to any Sign or Sign structure owned by SDE that is not listed on Exhibit B, if any, SDE will immediately remove said Sign and/or Sign Structure as of the 4 Effective Date of this Agreement. With respect to any Sign operated or managed by SDE which is not listed on Exhibit B, if any, SDE will discontinue operating/managing same as of the Effective Date of this Agreement. If SDE owns any FDOT tags not included on Exhibit B, SDE shall surrender all such tags, if any. a. This Agreement only pertains to the Boardworks Sign as notated in Exhibit B which is referred to interchangeably as "Sign" or "Sign Faces" throughout this Agreement, notwithstanding the reference to the Hampton Inn credit for removal in Paragraph 3.b. below. b. SDE has already removed the Boardworks Sign structure with the Sign Faces listed on Exhibit B and is credited with removal of the Boardworks Sign and the Hampton Inn Sign structure with its Sign Faces as listed on Exhibit B. Provided the City takes no action to compel compliance with any City ordinances applicable to the Signs during the term of this Agreement, with respect to the Sign structures and the Sign Faces listed on Exhibit B, SDE hereby expressly waives any right to receive from the City just compensation or any other relief therefore, whether such claim for just compensation is predicated on Section 70.001, 70.20(9) or 479.15(2), Florida Statutes; Article X, Section 6 of the Florida Constitution; Amendments V and XIV of the United States Constitution; or any other authority under state or federal law. c. SDE will immediately remove any Sign that SDE owns within the territorial limits of the City, as of the Effective Date, not listed on Exhibits B to this Agreement, if any, and SDE hereby expressly waives any right to receive from the City just compensation therefore, whether such claim for just compensation is predicated on Section 70.001, 70.20(9) or 479.15(2), Florida Statutes; Article X, Section 6 of the Florida Constitution; Amendments V and XIV of the United States Constitution; or any other authority under state or federal law. 5 d. The parties shall, five (5) years prior to the Termination Date, enter into negotiations to extend this Agreement, upon mutually acceptable terms. Any such extension of this Agreement will require that the fees to be paid by SDE be renegotiated. 4. Amended Permits. SDE currently has a permit with FDOT which is due to expire and an expired/revoked permit for the Boardworks Sign in its original location. In recognition of SDE's removal of the Sign structures and Sign faces described in this Agreement and waiver of just compensation therefore, the City will amend a maximum of one (1) sign permit (the "Amended Permit") to allow SDE to transfer the permit rights associated with the Boardworks Sign to a new location with a maximum of two 14' x 48' static Sign Faces which can be located back to back on one monopole on the terms and conditions set forth below: a. The City will amend one (1) Sign permit for two static Sign Faces for the Boardworks Sign based on SDE's removal of its Signs listed on Exhibits B; b. Except for the Amended Permit, all other Amended Permits, if any, will allow signs only along those expressway segments identified in Exhibit D. Signs built on expressway locations may be built to the Height allowed by FDOT regulations. Except for the Amended Permit, no other Amended Permit will allow a Sign in a City -designated "Gateway". Furthermore, except for the Amended Permit, no other Amended Permit will allow Signs in any Transect Zones more restrictive than the Zoning District formerly known as Zoning District C-1. c. Upon application by SDE showing compliance with the provisions of this paragraph, the City will amend existing Sign permits to allow for the transfer of permit rights associated with such Sign to locations within the same or a less restrictive Zoning District. For all permit applications for relocation of the Sign, SDE will submit FDOT Form 575-010-04 to the City or such other form as may be required by FDOT, which will be stamped on the date received. The City's signature on Page 2 of the FDOT Form 575-010-04 shall constitute approval of the 6 location of the Sign, and no further approvals from the City shall be required for said location (hereinafter referred to as a "Permitted Location"). d. The City's signature on FDOT Form 575-010-04 shall not relieve SDE of its obligations to comply with the Technical Regulations, the Florida Building Code, Base Building Line, Height and the necessity to apply for an obtain a building permit for the relocation of the Sign. e. SDE will pay the City a one-time permit amendment fee in the amount set forth in Paragraph 6(a) below. f. During the term of this Agreement, except as set forth in 4(d) above, the City shall take no action to compel the SDE Sign which is the subject of the Amended Permit to come into compliance with City Sign ordinances currently or formerly in effect or hereafter adopted. Subject to SDE's payment of the fees set forth herein and its compliance with all applicable FDOT regulations and the other requirements set forth in paragraphs 4(c) and 4(d), no further City zoning authorization, building permit or other approval of any kind shall be required for the Sign which is the subject of the Amended Permit. g. SDE shall have the right to relocate and reconstruct the Sign in accordance with the Relocation Standards attached hereto as Exhibit C. However, nothing contained in this Agreement shall be construed to permit the relocation, construction, or installation of the Sign without the consent of the owner of the real properly where it will be located. SDE and the City acknowledge that SDE bears the sole risk of finding, securing and maintaining the sites for its Amended Permits, and that its failure to find and secure suitable sites or to take advantage of the Amended Permit rights granted herein shall not give rise to any claim for compensation or other relief from the City, and SDE expressly waives any such claim arising out of such failure. SDE's 7 Amended Permit rights as provided herein are not dependent in any way on its ability to find or secure sites for the Signs subject to the Amended Permits. h. No prejudice will result to SDE if the current FDOT permit expires prior to execution of this Agreement. i. SDE shall be permitted to enter into agreements to manage and operate the Sign and/or Sign Faces. Additionally, SDE shall be permitted to enter into agreements to manage and operate the Sign Faces on signs that are included in any relocation and reconstruction agreement with the City pursuant to Chapter 62, Article XIII, Division 6 of the City Code, as amended, provided that such Sign and/or Sign Face(s) is in compliance with the terms and conditions of this Agreement or a relocation and reconstruction agreement, as applicable. However, SDE shall provide written notice to the City within 30 days of entering into any agreement to manage and/or operate the Amended Permit and/or Sign Faces, or any other signs permitted by this paragraph, but no further City consent shall be required. 5. Default. a. Nothing contained in this paragraph shall prevent the City from enforcing its police powers and safety regulations in a manner not inconsistent with this Agreement. b. In the event SDE fails to perform its obligations under this Agreement, after written notice and a thirty (30) day cure period, the City shall be entitled to all legal and equitable remedies allowed under Florida law, including, but not limited to, the remedies of specific performance. c. In the event the City fails to perform its obligations under this Agreement, after written notice and a thirty (30) day cure period, SDE shall be entitled to all legal and equitable remedies allowed under Florida law, including, but not limited to, the remedies of specific performance. 8 6. Status of Remaining Signs. There are no other signs owned by SDE remaining in the City of Miami. Pursuant to Paragraph 7 below, upon issuance of the Amended Permit, SDE will own one single sign with two Sign faces. a. SDE will pay the City an amended permit issuance fee of $2,500 for this Sign. During the term of this Agreement, the Sign for which the amended permit is issued shall be deemed a lawful Sign or lawful nonconforming Sign, as applicable, under all applicable City Codes and ordinances, but only for so long as said Sign is owned and/or operated by SDE or its assigns as assigns are defined in paragraph 19(f) below. Upon completion of the issuance of the Amended Permit, the City shall not require SDE to obtain any further permits or approvals from the City for the Boardworks Sign other than the payment of annual renewal fees as specified herein. SDE shall maintain and keep in good repair its Sign for which the Amended Permit is issued, and the City will issue any permits which may be required for SDE to exercise its maintenance and repair obligations under this Paragraph as long as they are in conformity with required law not inconsistent with this Agreement. b. During the term of this Agreement, except as provided in Paragraph 4(d) above, the City shall take no action to compel the Sign for which the City issues the Amended Permit to be removed or to come into compliance with City Sign ordinances currently or formerly in effect or hereafter adopted. In the future the City may adopt additional ordinances regulating Signs. During the term of this Agreement, however, the City shall take no action to compel SDE Signs for which the City issues the Amended Permit to come into compliance with City Sign ordinances currently or formerly in effect or hereafter adopted. During the term of this Agreement, the Sign erected pursuant to the Amended Permit may remain as lawful, lawful non- conforming uses, or lawful non -conforming characteristics of uses as currently or hereafter 9 constructed. During the term of this Agreement, SDE may replace, reconstruct, repair, maintain, and upgrade (which shall not include increasing the sizes, number of faces or any nonconfonnities) the Sign erected pursuant to Amended Permit. The City will issue SDE any permit necessary to effectuate the purposes of this paragraph as long as it is in conformity with required law not inconsistent with this Agreement. Nothing herein contained shall relieve SDE from complying with the Technical Regulations. c. Any City Sign regulation adopted prior to or after the Effective Date of this Agreement shall not be applied to diminish SDE's rights under this Agreement. d. SDE and the City acknowledge that SDE bears the sole risk of finding, securing, and maintaining the sites for the Signs it owns and/or operates, including any replacement Signs, and that its failure to maintain said sites shall not give rise to any claim for compensation or other relief from the City, including code enforcement actions by Miami -Dade County, and SDE expressly waives any such claim. 7. Payments to City and Issuance of the Amended Permit. Based on the parties' respective undertakings set forth herein, the City has agreed to issue the Amended Permit to SDE as set forth in paragraph 4 and SDE agrees to make certain payments to the City as provided herein: a. SDE will pay the City a one-time permit amendment fee in the amount of $2,500 for issuance of the Amended Permit. b. At such time as a location for replacement and reconstruction of the Boardworks Sign is determined, the City shall deliver a completed and fully executed FDOT Form 575-070-04 for the Amended Permit certifying that, for the address of the Sign location to be determined, it is or will be in compliance with all duly adopted local ordinances not inconsistent with this Agreement and has been or will be issued the necessary City permits. The executed forms and applications for the Amended Permit shall constitute approval of the location of the sign which is the 10 subject of the Amended Permit, and no further approvals from the City shall be required for the Amended Permit. c. The Sign removal requirements for the Amended Permit shall be deemed satisfied by SDE's prior removal of the Signs listed on Exhibit B. d. No Amended Permit shall authorize more than two (2) Sign Faces. 8. Annual Fees to City: a. Once the City has issued an Amended Permit to SDE and the corresponding authorized Sign has been constructed (the "SDE Sign"), SDE will pay the City the sum of One Thousand Five Hundred Dollars ($1,500.00) per year for the Amended Permit ("Annual Fee") for each back to back Sign Face. SDE shall continue to make payment to the City as set forth above, provided that the Sign Face(s) contemplated by the issued Amended Permit remain erected. If prior to the Termination Date, any SDE Sign Face for which the City has issued SDE an Amended Permit is removed and the Sign Face cannot be relocated as provided herein, the Annual Fee paid to the City by SDE for that Sign Face shall not be required to be paid. The Annual Fee shall not be increased until 2027 when it may be increased by a 1.0 percent increase from the prior year. The City may increase the Annual Fees each year thereafter by an amount not to exceed 1.0 percent. b. If relocation or replacement of a Sign Face becomes a necessity, SDE will pay the City a relocation/replacement administrative fee of two thousand five hundred dollars ($2,500) payable at the time of the relocation/replacement application to cover the reasonable administrative costs of processing such relocation/replacement application for the Sign Face. As used herein, "necessity" shall have the meaning defined in Exhibit C. The proposed relocation/replacement of the Sign listed herein meets the necessity criteria on Exhibit C. 11 9. Over Height Signs. The State of Florida has built, and is currently building, sound walls along certain federal aid primary highways. These sound walls obstruct or will obstruct visual access to certain lawfully erected Signs in the City. For those Signs to which visual access is or becomes obstructed by State -constructed sound walls, SDE may raise their elevation to such Height necessary to restore visual access so long as any such elevation complies with applicable FDOT regulations, and provided that the top of the Sign shall under no circumstances exceed 65-feet above the crown of the adjoining highway. 10. Replacement and Relocation of Signs. In the event it becomes a necessity for SDE to replace a Sign Face or to replace or relocate the Sign Face that is relocated to a new site in accordance with this Paragraph (each such Sign Face collectively referred to herein as an "Affected Sign"), the City will authorize SDE to replace/relocate such Affected Sign on the same site (including abutting parcels assembled into one ownership) or to relocate such Affected Sign to a new site in accordance with the attached as Exhibit C. As used herein, "necessity" shall have the meaning defined in Exhibit C. This right to maintain, replace and relocate Signs shall expire and terminate on the Termination Date. During the term of this Agreement, any City Sign law promulgated prior to the Termination Date, shall not be applied retroactively to diminish SDE's rights to maintain and operate the Signs constructed pursuant to this Agreement. Nothing contained in this Agreement shall be construed to permit the relocation, reconstruction, or installation of a Sign without the consent of the owner of the real property where it will be located. SDE and the City acknowledge that SDE bears the sole risk of finding, securing, and maintaining the sites for its Signs, including any replacement Signs, and that its failure to find and secure suitable sites or to take advantage of the replacement right granted herein shall not give rise to any claim for compensation or other relief from the City, and SDE expressly waives any such claim. 12 SDE will pay the City a non-refundable permit fee of $2,500.00 at the time of application for each Affected Sign that is relocated in accordance with this paragraph in order to cover the costs associated with the review and preparation of the amendment to the Affected Sign permit. This fee shall be in addition to all other applicable fees associated with erecting said new structure. 11. Public Service Projects. a. For the next 25 years, SDE will, as space is available, provide outdoor advertising space to the City within the limits of the City of Miami, with a "minimum retail value" of no less than $10,000 per year at no cost to the City, for the display of City -prepared and approved advertising materials, subject to the following: (i) The City shall be responsible for providing SDE with any Sign copy the City would like displayed and will pay the cost of installing Sign copy at the same rate that all other customers pay. (ii) If the City does not achieve the annual $10,000 minimum retail value during a particular year due to the failure of SDE to furnish sufficient locations acceptable to the City, any unused portion of the annual minimum retail value will roll over to the following year until used by the City. (iii) If the annual minimum retail value is not achieved by the City during a particular year due to the City's failure to furnish its copy in a timely fashion or to timely select sites, then the unused portion of the annual minimum retail value will not roll over to the following year and will be deemed abandoned. (iv) The Outdoor Rates published by SDE each year shall be utilized for calculating the retail value received by the City each year. 13 12. Pending Cases, Vacating of Liens. Because the lien arising out of Code Enforcement Case No. CE2010002912 relating to the Sign listed on Exhibit A has been fully satisfied and there are no pending cases which require dismissal, this paragraph is no longer applicable to this Agreement. To be consistent with the Settlement Agreements, however, SDE shall remit to the City a permit fee in the amount of $1500.00 for each year from 2010 through 2019, for a total of $15,000.00, which sum shall be payable immediately upon execution of this Agreement by the parties. 13. Property Owners Protected. During the term of this Agreement, so long as SDE complies with the terms and conditions of this Agreement, the City will take no action to enforce its Sign ordinances against the owners of the property on which SDE's Signs are located, as to SDE's Signs. 14. Tenn and Expiration. This Agreement, and all rights and obligations of the parties hereunder, shall terminate and expire twenty-five (25) years after its Effective Date unless extended by Agreement of the parties. 15. Non -waiver of Legal Positions: Condemnation Rights, Unsafe Structures. The parties acknowledge that this Agreement is a compromise resolution of disputed claims and agree that it shall never be treated as an admission, or evidence of liability, by either of them for any purpose whatsoever. a. Nothing in this Agreement shall affect in any way the City's right to condemn a Sign in accordance with applicable eminent domain laws, nor shall it affect SDE's obligation to comply with applicable structural, electrical and engineering requirements and other health and safety requirements. If the City determines that any Sign structure has become unsafe so as to pose a threat of bodily harm to the public, the City shall so notify SDE and SDE shall immediately correct the problem, and if SDE fails to immediately correct the problem, the City may 14 take any such enforcement action as allowed by its police powers for the protection of public safety and health. Any such action by the City shall not be used by SDE as grounds to invalidate this Agreement. Notwithstanding anything to the contrary in this Agreement, SDE's limited waiver of its statutory and constitutional rights to receive just compensation upon removal of certain Signs identified in Exhibits B and C herein is expressly conditioned upon the City's issuance of the Amended Permit. b. Except as expressly provided in paragraph 3 herein, nothing in this Agreement affects SDE's right, if any, or the City's obligation to pay, if any, just compensation if the City elects to remove any lawfully erected Sign belonging to SDE. 16. Further Assurances and Cooperation. a. The parties recognize that the City may elect to amend the zoning ordinances and Code of the City of Miami to be consistent with this Agreement, SDE will assist in this effort as requested by the City. The City agrees to prepare and execute such additional documents, and to take such other actions as may be necessary to effectuate the purposes of this Agreement, and SDE will assist in this effort as requested by the City. As long as the City complies with this Agreement, neither SDE, nor any of its subsidiaries, or parent corporations, or assignees, will sue the City on Sign issues, or provide financial or in -kind support to others who sue the City regarding the City's Sign regulations. The City will reasonably cooperate to resolve issues, if any, raised by Miami -Dade County regarding SDE's Signs and the Amended Permits issued pursuant to this Agreement. The failure of the City to amend its zoning ordinances and Code as set forth in this paragraph, shall not affect the validity and enforceability of this Agreement. 17. Notice. All notices or other communications required or permitted hereunder shall be in writing and shall be delivered to the persons listed below: As to SDE: Santiago Echemendia 808 Brickell Key, Dr., Unit 3306 15 With a copy to: And a copy to: To the: City of Miami With a copy to: Miami, FL 33131 Claudia M. McKenna, Esquire 4464 Coconut Road Lake Worth, Fl 334621 Telephone: (561) 307-6413 Thomas R. Julin, Esquire Brickell World Plaza 600 Brickell Avenue, Suite 3500 Miami, FL 33131 Telephone: (305) 376-6007 Art Noriega, City Manager City of Miami 350 Pan American Drive Miami, Florida 33133 Telephone: (305) 250-5300 George K. Wysong, III, Esquire City Attorney City of Miami 350 Pan American Drive Miami, Florida 33133 Telephone: (305) 416-1800 19. Miscellaneous. a. Construction and Law Governing. This Agreement was drafted by both parties, and therefore any ambiguity shall not be construed against either party. In addition, this Agreement has been executed and delivered in, and shall be interpreted, construed, and enforced pursuant to and in accordance with, the laws of the State of Florida. b. Counterparts. If multiple counterparts of this Agreement are executed, each shall be deemed an original, but all counterparts together shall constitute one and the same instrument. 16 c. Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. d. Entire Agreement. This Agreement sets forth all the promises, Agreements, conditions and understandings among the parties hereto as to the subject matters referenced herein, and supersede all prior and contemporaneous Agreements, understandings, inducements or conditions expressed or implied, oral or written, except as herein contained. e. Assignments/Binding Nature. This Agreement will be binding upon and will inure to the benefit of any successor or permitted assigns of the parties hereto subject to the following terms: (i.) Subject to approval by the City Manager or its designee (which approval shall not be unreasonably withheld, conditioned or delayed), SDE shall have the right to assign some or all of its rights and obligations under this Agreement, or to transfer some or all of its Sign inventory in the City to an assignee or transferee, as the case may be, that has, prior to the Effective Date of this Agreement, entered into a relocation and reconstruction agreement with the City pursuant to Chapter 62, Article XIII, Division 6 of the City Code, as amended, provided: (i) that SDE is in compliance with the terms and conditions of this Agreement, (ii) the assignee or transferee is also in compliance with the terms and conditions of its relocation and reconstruction agreement, and (iii) the assignee or transferee executes an agreement with the City to be bound by the terms and conditions of this Agreement with respect to the right and obligations of Sign(s) to be transferred and/or assigned by SDE. If the City Manager or designee determines that SDE is not in compliance with the SDE 17 Agreement or that the proposed assignee or transferee is not in compliance with its relocation and reconstruction agreement, the City Manager or designee shall give notice specifying the details of the non-compliance, within thirty (30) days of being notified in writing that SDE desires to make a transfer or assignment under this subparagraph. SDE and/or the assignee or transferee shall have sixty (60) days from the date of receipt of notification from the City to cure the non- compliance described in said notice and obtain approval of the transfer or assignment from the City. (ii) SDE may assign some or all of its rights and obligations under this Agreement, or to transfer some or all of its Sign inventory to an assignee or transferee, as the case may be, that has not entered into a relocation and reconstruction agreement with the City pursuant to Chapter 62, Article XIII, Division 6 of the City Code, as amended, provided that: (i) the City Commission consents (which consent shall not be unreasonably withheld, conditioned or delayed) to the assignment or transfer; and (ii) the City Commission approves (which approval shall not be unreasonably withheld, conditioned or delayed) a relocation and reconstruction agreement with the assignee or transferee pursuant to Chapter 62, Article XIII, Division 6 of the City Code, as amended. A transfer of or assignment under this Subparagraph shall be deemed effective once the fully executed relocation and reconstruction agreement with the transferee or assignee is recorded in the Public Records. (iii) Any partial transfer of SDE's Sign inventory in the City of Miami or assignment of SDE's rights and obligations under this Agreement shall not relieve SDE of its obligations under the SDE Agreement for the remaining non -assigned or non -transferred Sign inventory. (iv) The City Commission's consent shall not be required for an assignment by SDE of all of its rights and obligations of this Agreement or transfer of its Sign inventory in the City as a result of any corporate merger, consolidation, or reorganization to any entity controlled, controlling or under common control with SDE, provided such assignee assumes the obligations of SDE under this SDE Agreement. (v) Any attempted transfer or assignment in violation of this Paragraph shall be void. f. Representations. SDE hereby represents and warrants that it: (a) is a limited liability corporation in good standing under the laws of the State of Florida; (b) is duly authorized to transact business in the State of Florida; and (c) has taken all corporate actions necessary to authorize execution and performance of this Agreement. The City hereby represents and warrants that: (a) it is empowered to enter into this Agreement; and (b) this Agreement has been duly authorized by the Board of City Commissioners of the City of Miami pursuant to the requirements of Florida law. g. Amendments. No change in, or addition to, this Agreement shall be enforceable unless evidenced by a writing executed by the parties. Any such enforceable amendment(s) shall become effective on the date stipulated therein. h. Release and Waiver. Any condition to a parry's obligation hereunder may be waived by that party, provided such waiver is in writing, However, the waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of 19 any subsequent breach of the same or any other provision hereof. The failure by any party to timely enforce any of the provisions of this Agreement shall not be deemed a waiver thereof. (i) The City hereby releases and forever discharges SDE, its agents, employees, officers, directors, subsidiaries, stockholder and parent corporations from any and all claims, actions, causes of action, damages and costs arising from violations, alleged or actual, of the City's Sign regulations resulting from Signs listed in Exhibits B and C or subject to the Amended Permit or Secondary Amended Permit being located on property within the City limits, which have been or might have been, brought as of the Effective Date of this Agreement. The City does not waive its right to enforce its ordinances against Signs not listed in Exhibits B and C, or against Signs not subject to the Amended Permit or Secondary Amended Permit. In addition, the City does not waive its right to enforce its ordinances against Signs not listed in Exhibits B and C, or against Signs not subject to the Amended Permit or Secondary Amended Permit if the removal of those Signs is required by this Agreement. These release provisions shall also operate to release owners of property upon which SDE's Signs are located, to the same extent SDE is released. (ii) SDE, for itself, and for the owners of the property where its Signs are located, and to the extent SDE has been so authorized by said owners, hereby releases and forever -discharges the City, its agents and employees and elected officials, from any and all claims, actions, causes of action, damages and costs arising out of the City's existing Sign regulations, or enforcement thereof, and without limiting the generality of the foregoing, SDE specifically waives the right to challenge the validity, constitutionality or enforceability of the City's Sign regulations in effect on the date of this Agreement. 20 (iii) Neither SDE nor the City shall be deemed to have waived any right to bring an action to enforce the terms, conditions and limitations of this Agreement. i. Compliance With Electrical and Structural Codes, Setbacks and Encroachments; Indemnification. SDE acknowledges and agrees that this Agreement does not in any way alleviate SDE's responsibility to comply with all Technical Regulations in removing, relocating, maintaining, repairing or in reconfiguring any Sign face or Sign structure, and SDE shall not be excused from complying with the Technical Regulations, and set back and encroachment requirements, in effect at the time a building or electrical permit application filed in connection with construction or reconstruction of an existing Sign. Additionally, SDE will ensure that all columns, foundations, and overhangs are within the Base Building Line. The City will issue SDE any permits or authorization that may be required to enable SDE to comply with this paragraph. Further, SDE shall indemnify and hold the City harmless for any injury either to person or property that results from an SDE Sign structure or associated Sign face. Additionally, SDE agrees to indemnify, defend and hold the City harmless from and against all claims asserted by any person seeking to challenge the efficacy, validity or constitutionality of this Agreement, or any ordinance or resolution enacted to adopt this Agreement, or claiming this Agreement confers rights on that person against the City which the City disputes or which the City does not wish to confer. SDE reserves the right, however, in its sole discretion, to terminate this Agreement at any time. Upon termination, SDE shall have no further obligation to indemnify, defend or hold the City harmless from the aforementioned claims. The City shall promptly furnish a copy of any such claim to SDE within seven (7) business days of receipt of same. SDE shall promptly provide the City with the names of three attorneys with the appropriate background and experience from which the City may choose the counsel to defend 21 such claim. SDE shall have the right to control the defense, subject to reasonable input from the City. If the City desires to take over the defense, it shall have the right to do so, but, in such event, SDE' s obligations under this Agreement shall be terminated. SDE shall have the right to settle or compromise the claim, provided that such settlement does not impose any liability or obligation on the City, or if such is not the case, provided that such settlement shall require the City's express written approval, which approval shall not be unreasonably withheld, conditioned or delayed. If a settlement results in recovery by the City of damages and/or attorneys' fees, SDE shall be entitled to reimbursement of all sums paid on the City's behalf to the extent such recovery covers such sums. j. Invalidity. If any section, phrase, or portion of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision, and such holding shall not affect the validity of the remaining portions hereof. In the event this Agreement is invalidated by a third party, then the parties hereto shall be returned to their respective legal positions as such existed on the date one day prior to the Effective Date of this Agreement. k. Integrated Agreement. Each party's obligations hereunder are dependent upon performance of the material obligations of the other party. 1. Effective Date. This Agreement shall become effective as of the date approved by the City Commission of the City of Miami (following the expiration of the Mayor's veto period - unless a veto is exercised) and is signed by the City Manager and SDE (herein the "Effective Date"). m. Percentages. Whenever calculations involving percentages are utilized in this Agreement, the resulting figure shall be rounded up to the nearest whole number. 22 n. Measurement of Distances. Distances specified under this Agreement, and all exhibits thereto, shall be measured along the nearest edge of pavement of the main traveled way of the roadway to which a Sign is permitted. o. Most Favored Nation. If the City approves any type of "fee in lieu of takedowns" provision that allows LED Sign Faces for payment of a fee, SDE shall per permitted to substitute LED Sign Faces for the two static Sign Faces upon payment of the required fee. Additionally, consistent with the Settlement Agreements, if the City reaches a settlement agreement or amended settlement agreement with any other billboard owner, SDE may elect to be governed by all terms, conditions, covenants, and restrictions contained in that settlement agreement or amended settlement agreement. If SDE elects to be so governed, it shall give written notice of its election to the City Attorney or designee within 60 days of SDE's receipt of notification of such agreement. The election shall be effective as of the date of the election and shall not be retroactive. In such event, SDE and the City shall enter into an amendment to this agreement, approval of which shall not be withheld, conditioned or delayed. CITY OF MIAMI SDE MEDIA, LLC By: By: Title: Dated: Attest: Todd B. Hannon, City Clerk Dated: 23 Title: Dated: Approved as to form and correctness: Approved as to Insurance Requirements: George K. Wysong, III, City Attorney Division of Risk Management Dated: 24 Exhibit List Exhibit A — Gateway Signs Exhibit B — Signs already removed as consideration for the Amended Permit and LED Sign Faces (Boardworks and Hampton Inn) Exhibit C — Relocation Standards Exhibit D — Expressway Segments Exhibit E — Design Criteria 25 City of Miami City Designated Gateway Boundaries Mayor Francis Suarez - Citywide Commission Districts 1 - Miguel Angel Gabela 2 - Damian Pardo 3 - Joe Carollo 4 - Manolo Reyes 5 - Christine King Gateway Boundaries City of Miami Boundary 0.5 1 2Miles Created by the City of Id lam Planning Department r-eHry re, zoza r-ne Loaoon NaPlannlnprDlswrzcwVeDrDlsrr GIS Damrary Gateway eoundades EXHIBIT B Relevant SDE signs: 1. Boardworks Sign: FDOT tag as single monopole sign with 2 faces located at 555 NW 79 Street, Miami, Florida. 2. Hampton Inn Sign: FDOT tag as single monopole sign with 2 faces located at 299-301 SW 17 Road, Miami, Florida. 1 EXHIBIT C All relocations by SDE Media must meet the following criteria: 1. Signs shall only be relocated to the following zoning classifications of the Miami 21 Zoning Code: a. T-5-O or a more liberal classification including, without limitation, the zoning classifications referenced in 1 b, 1 c, ld, 1 e and 1 f below; b. CI; c. CIHD; d. D1; e. D2; or f. D3 2. No sign shall be located within 300 linear feet of a T-3 zoning district. 3. Nothing contained herein shall prevent the City from amending or repealing the zoning classifications set forth in paragraph 1 above, enacting a new zoning code or amending or repealing the 2020 Future Land Use Map, as defined in the Miami Comprehensive Neighborhood Plan. However, in such event, the Signs may be relocated to zoning classifications that permit any of the following uses: a. Hotels and motels, general office uses, clinics and laboratories, auditoriums, libraries, convention facilities, places of worship, and primary and secondary schools, general retail, personal and professional services, real estate, banking and other financial services, restaurants, bars, saloons and cafes, general entertainment facilities, private clubs and recreation facilities, major sports and exhibition or entertainment facilities, commercial marinas, retailing of second hand items, automotive repair services, new and used vehicle sales and services, parking lots and garages, heavy equipment sales and service, building material sales and storage, wholesaling, warehousing, distribution and transport related services, and other commercial activities whose scale and land use impacts are similar in nature to those uses described herein. b. Facilities for federal, state and local government activities, major public or private health, recreational, cultural, religious or educational activities, and major transportation facilities and public utilities. 1 c. Industrial activity, such as manufacturing, distribution, processing, assembly, auto -related activities, storage activities, wholesaling, warehousing, fabrication of materials and equipment, repairs of materials, equipment and vehicles. 4. The relocation shall comply with the requirements of Miami 21, except as set forth in paragraphs 1 and 2 above. 5. The relocation shall not be to a Gateway, except that, if the Sign being removed is located in a Gateway, the relocated sign may be relocated in a Gateway. 6. The fee for the relocation shall be $2,500.00, not including building permit fees. 7. Signs shall only be relocated when relocation is a necessity. A relocation is a necessity when the billboard company submits an affidavit or declaration to the City that one or more of the following conditions are present at the existing location: (a) Loss of a lease; (b) Visibility of a Sign from where it is intended to be viewed is diminished; (c) Expiration and/or termination of a lease; (d) The landlord invokes a requirement in a lease to remove a Sign from the property; (e) Removal of a Sign by any government entity through the power of eminent domain; and/or (f) The billboard company is unable to install or continue operating a Sign at the existing location. 2 EXHIBIT D Amended Permit Sites are limited to the following areas: 1. North and South side of 836 between N.W. 7th Avenue and N.W. 45th Avenue 2. North and South side of State Road 112 West of 1-95 3. West and East side of 1-95 between S.W. 1st Avenue and N.W. 81st Street, but excluding Biscayne Boulevard 4. North and South side of 1-195 West of Biscayne Boulevard 5. North and South side of 1-395 West of Biscayne Boulevard