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Resolution No. 2022-43 Approving Outfront Media LLC Reconstruction Agreement for Billboard Sign - July 19, 2022 CITY OF AVENTURA RESOLUTION NO. 2022-43 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, APPROVING A RECONSTRUCTION AGREEMENT WITH OUTFRONT MEDIA LLC; AUTHORIZING THE CITY MANAGER TO NEGOTIATE WITH THE CONTRACTOR THE TERMS AND CONDITIONS ASSOCIATED WITH THE REMOVAL OF AN EXISTING SIGN AND THE CONSTRUCTION AND OPERATION OF A REPLACEMENT SIGN; PROVIDING FOR IMPLEMENTATION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Section 70.20, Florida Statutes, expressly authorizes and encourages agreements of this type by empowering municipalities and owners of billboard signs to enter into relocation and reconstruction agreements, on mutually agreeable terms, that allow the municipality to accomplish its public goals while allowing the continued maintenance of private investment in outdoor advertising signs as a medium of commercial and non-commercial communication; and WHEREAS, Outfront Media LLC ("Outfront") is engaged in the business of constructing, operating and maintaining one or more billboard signs in Miami-Dade County, Florida and, in particular, within the City of Aventura (the "City"); and WHEREAS, Outfront operates a legally existing, nonconforming sign structure (the "Existing Sign") in the City on certain real property more particularly described in Exhibit "A" to this Agreement (the "Existing Sign Parcel"); and WHEREAS, the Existing Sign was lawfully permitted and erected in conformity with the land development regulations in effect at the time, and remains a lawful, conforming structure under the City's current Land Development Code (the "LDC"); and WHEREAS, Outfront proposes to remove the Existing Sign and construct a Replacement outdoor advertising sign (the "Replacement Sign") that meets all current engineering and wind-load requirements; and WHEREAS, the City desires to allow Outfront to remove the Existing Sign and reconstruct the Replacement Sign, pursuant to §70.20, Florida Statutes, and this Agreement; and WHEREAS, the City and Outfront desire to enter into this Agreement, establishing the terms and conditions under which Outfront will be permitted to remove the Existing Sign, and to construct and maintain the Replacement Sign in a manner consistent with Florida law and conforming to building codes and the LDC, and in a manner satisfactory to the City; and City of Aventura Resolution No. 2022-43 WHEREAS, the City Commission finds and determines that this Resolution is in the best interest of the City and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, AS FOLLOWS: Section 1. Recitals Incorporated. That each of the above-stated recitals are hereby adopted and confirmed. Section 2. Reconstruction Agreement Approved. That the City Commission hereby approves the Reconstruction Agreement, attached hereto as Exhibit"B"to remove an Existing Sign and construct and operate a Replacement Sign within the City Section 3. City Manager Authorized. That the City Manager is hereby authorized to negotiate the terms and conditions associated with the construction and operation of the Replacement Sign. Section 4. Implementation. That the City Manager is hereby authorized to take all other necessary steps to implement the purposes of this Resolution. Section 5. Effective Date. That this Resolution shall become effective upon its passage. The foregoing Resolution was offered by Commissioner Shelley, who moved its adoption. The motion was seconded by Vice Mayor Landman, and upon being put to a vote, the vote was as follows: Commissioner Rachel S. Friedland Yes Commissioner Billy Joel Yes Commissioner Dr. Linda Marks Yes Commissioner Marc Narotsky Yes Commissioner Robert Shelley Yes Vice Mayor Denise Landman Yes Mayor Enid Weisman Yes PASSED AND ADOPTED this 19th day of July, 2022. Page 2 of 3 City of Aventura Resolution No. 2022-43 qb '- { ENID WEISMAN, MAYOR ATTEST- ELLISA L. HORVA , MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Page 3 of 3 RECONSTRUCTION AGREEMENT THIS RECONSTRUCTION AGREEMENT (the "Agreement") is made on and shall be effective as of July 19, 2022,by and between the City of Aventura,Florida(the"City"), a municipal corporation organized and existing under the laws of the State of Florida, and Outfront Media LLC ("Outfront"), a Delaware limited liability company. WHEREAS, Section 70.20, Florida Statutes, expressly authorizes and encourages agreements of this type by empowering municipalities and owners of billboard signs to enter into relocation and reconstruction agreements, on mutually agreeable terms,that allow the municipality to accomplish its public goals while allowing the continued maintenance of private investment in outdoor advertising signs as a medium of commercial and non-commercial communication; and WHEREAS, Outfront is engaged in the business of constructing, operating and maintaining one or more billboard signs in Miami-Dade County, Florida and, in particular, within the City; and WHEREAS, Outfront operates a legally existing, nonconforming sign structure (the "Existing Sign") in the City on certain real property more particularly described in Exhibit A to this Agreement (the "Existing Sign Parcel"); and WHEREAS,the Existing Sign was lawfully permitted and erected in conformity with the land development regulations in effect at the time, and remains a lawful, conforming structure under the City's current Land Development Code (the "LDC"); and WHEREAS, the Existing Sign may not meet current wind-load and other relevant engineering and safety requirements of the applicable building codes and the LDC; and WHEREAS, the City desires to encourage outdoor advertising companies to voluntarily reduce or eliminate outdoor advertising structures within the City that do not comply with current engineering and wind-load requirements; and WHEREAS, Outfront proposes to remove the Existing Sign and construct a Replacement outdoor advertising sign (the "Replacement Sign") that meets all current engineering and wind- load requirements; and WHEREAS,the City desires to allow Outfront to remove the Existing Sign and reconstruct the Replacement Sign, pursuant to §70.20,Florida Statutes, and this Agreement; and WHEREAS, the City and Outfront desire to enter into this Agreement, establishing the terms and conditions under which Outfront will be permitted to remove the Existing Sign, and to construct and maintain the Replacement Sign; and WHEREAS,the City acknowledges and agrees that Outfront is relying on this Agreement and that Outfront will proceed to remove the Existing Sign and construct the Replacement Sign, which activities will require the expenditure of substantial monies by Outfront,the relinquishment of significant property rights by Outfront, or both; and 1 WHEREAS,the City finds and determines that the provisions of this Agreement are in the public interest; and WHEREAS, on July 19, 2022, the City Commission adopted Resolution No. 2022-43 authorizing the execution of this Agreement; and WHEREAS,the City desires to ensure that the Replacement Sign continues to be operated in a manner consistent with Florida law and conforming to building codes and the LDC, and in a manner satisfactory to the City. NOW THEREFORE, for and in consideration of the above recitals and the mutual exchange of the covenants contained in this Agreement, the receipt and sufficiency of which is acknowledged and agreed upon, the City and Outfront agree as follows: 1. Recitals. The foregoing recitals express the intent of the parties and they are incorporated in this Agreement as contractual terms, and not merely recitals. 2. The Replacement Sign. A. Location. The Existing Sign will be completely removed and the Replacement Sign will be constructed on the Existing Sign Parcel, as depicted in the site plan attached as Exhibit B. B. Permits and Construction. Outfront shall be responsible for obtaining and paying for (at normal and customary rates) all required building permits and approvals to remove the Existing Sign and to erect,operate and maintain the Replacement Sign, including any necessary permits or approvals from the Florida Department of Transportation("FDOT"), or any other State, federal or local agency or department. The City shall issue all necessary permits for removal of the Existing Sign and erection of the Replacement Sign within thirty (30) days after submission of a complete permit application(s) by Outfront, including any necessary engineering and construction plans or specifications demonstrating compliance with all applicable building and electrical codes. The City shall cooperate with and assist Outfront in obtaining any necessary permits and approvals from FDOT or any other agency or department, or both, for the removal of the Existing Sign and the erection and maintenance of the Replacement Sign by, among other things, timely executing such forms, applications or other documents as may be required for Outfront to obtain all such permits or approvals. C. Construction Standards. The Replacement Sign shall be constructed, operated, maintained, and replaced by licensed, registered contractors in a manner that meets or exceeds the City's building and electrical requirements, and upon completion of construction, structural certifications by State Licensed Engineers will be provided to the City by Outfront. The Replacement Sign shall be constructed in substantially the location occupied by the Existing Sign, which location shall be approved by FDOT (if necessary) and the City. D. Survey. Outfront shall submit to the City signed and sealed site plan(s) and survey(s) for any proposed construction of the Replacement Sign, evidencing compliance with 2 applicable conditions of this Agreement prior to issuance of any Building Permits by the City. Within thirty(30) days after completion of construction/and installation of the Replacement Sign, Outfront shall provide the City with an as-built survey of the Replacement Sign, which shall be a condition precedent to the City issuing a Certificate of Completion for the Replacement Sign. E. Compliance With Applicable Regulations. The placement and operation of the Replacement Sign must conform with Chapter 479, Florida Statutes, Chapter 14-10, Florida Administrative Code, and any and all other applicable federal, state, county and municipal regulations. F. Illumination/Brightness. Outfront will provide the City with an illumination chart, photometric report and proof of brightness report for the LED panels. The illumination will be dimmed at night through dimming software. If it is determined by the City Manager a light disturbance to adjacent residential development exists, Outfront will install an ambient light sensor and secondary backup to ensure illumination levels are not more than 0.3 foot candles above ambient light levels (as they may change throughout the day), measured based on distance of 250 (feet) from the source. G. Description. The Replacement Sign shall be a double-face monopole structure. The Replacement Sign will utilize LED or other similar electronic changeable message technology (as may be determined by Outfront from time to time). The size of each face of the Replacement Sign shall not exceed 14 feet in height and 48 feet in length. The Replacement Sign shall not be illuminated by flashing, intermittent, or moving lights (i.e.,the message shall be static, and shall not include any full-motion video or animation), and shall otherwise comply with all requirements of Chapter 14-10, Florida Administrative Code, as that Chapter may be amended from time to time. In no event shall the displayed message change more often than once every 8 seconds. The Sign shall not emit any sound of any kind and shall not use or release any steam or smoke or any other substance. The City and Outfront agree that the height of the Replacement Sign shall be measured pursuant to, and shall comply with the provisions of, Chapter 479,Florida Statutes, and the related Florida Administrative Code provisions and FDOT regulations, and that the overall height of the Replacement Sign shall not exceed 55 feet. H. Repair and Maintenance. Upon completion, the Replacement Sign shall be deemed a conforming sign in all respects under the City's current LDC for the purpose of future repair, replacement and maintenance. L Compliance with Agreement/Laws. Outfront agrees that it shall operate the Replacement Sign in accordance with the terms of this Agreement and all laws, rules, ordinances and regulations: (i) pursuant to which any permits issued are issued; and (ii) promulgated by the Florida Legislature and Florida Department of Transportation. Failure to abide by the terms of this Agreement, or to adhere to all applicable laws will be deemed a violation of this Agreement, and the City may pursue any and all equitable and legal remedies relating to the violations/defaults, including, but not limited to, requiring Outfront to remove the Replacement Sign; provided, however, prior to the exercise of any such legal or equitable remedies, the City shall first provide Outfront written notice of any alleged violation/default,which notice shall state the nature of the violation/default with as much specificity as is practicable under the circumstances. Outfront shall have 30 days from the receipt of the City's notice to cure such 3 violation/default, or if the violation/default is not reasonably capable of being cured within 30 days, to commence to cure the violation/default and to diligently pursue the cure to completion. 3. Sign Removal. Contemporaneously with the submission of Outfront's permit application to the City for construction of the Replacement Sign, Outfront shall also apply for a demolition permit for the Existing Sign, which permits the City shall issue within thirty (30) days after submission of complete permit applications for same, as provided in Paragraph 2(B) above. Outfront shall demolish the Existing Sign, remove all sign debris, and dispose of same in accordance with applicable regulations of the City's ordinances and the LDC, prior to or contemporaneous with erection of the Replacement Sign. Outfront shall have no obligation to demolish or remove the Existing Sign unless and until it has obtained all necessary state and local permits and approvals for construction and maintenance of the Replacement Sign. In the event that Outfront is unable to obtain all necessary permits and approvals for the construction and maintenance of the Replacement Sign, Outfront shall be relieved of any obligation under this Agreement to remove the Existing Sign and shall have the right to terminate this Agreement upon thirty (30) days' written notice to the City. 4. Advertising and Notifications by the City/ Public Service Messages. Outfront will make the Replacement Sign available for the dissemination of public service information as more particularly described below. Outfront voluntarily offers announcements and advertising slots to the City (on a space-available basis) as provided in this paragraph, and the City accepts this offer. Unless expressly stated otherwise in subparagraphs (A) and (B) of this Paragraph 4, the following terms shall apply: (i) all announcements and advertising slots provided by Outfront to the City shall be at no cost to the City; (ii) all artwork/design/graphics relating to the City's chosen advertisements shall be provided by the City to Outfront at least 10 days prior to the scheduled advertising run commencement date unless an emergency situation exists; and (iii) in the event the City desires to utilize Outfront advertising artwork/design/graphics, Outfront shall provide the artwork/design/graphics to the City (at the City's expense) for its approval at least 10 days prior to the scheduled advertising run commencement date. For purposes of this Paragraph 4, the initial contact persons shall be: City: Bryan Pegues, Assistant City Manager at (305) 466-8995; and Outfront: Chris Ashley, VP of Real Estate, (561) 353-6167. (A) Public Service Advertising. On a space available basis, Outfront will allow the City to post public service announcements and advertise City-sponsored events (the "City Announcements") on the Replacement Sign, pursuant and subject to the terms, conditions and restrictions contained in this Agreement. Any such City Announcements shall be strictly for the benefit of the City. If after posting a City Announcement any third party asserts that the announcement is defamatory or infringes on any copyright, trademark, or other intellectual property or privacy right, or if adverse publicity results from, it, Outfront shall have the right to remove the City Announcement, and to discontinue the display of City Announcements until such time as the City shall supply a new,or designate a previous, City Announcement.Any such public service announcements may be removed by Outfront in the event that space so occupied by City 4 Announcements is leased or rented to third parties by Outfront. Outfront agrees to give the City reasonable notice of anticipated space availability on the Replacement Sign for City Announcements; provided, however, that Outfront shall have no obligation to notify the City if such space availability is limited to time periods of less than 30 days. All artwork, design, graphics, production and installation costs relating to the City Announcements shall be at the sole expense of the City. (B) Emergency Messages. During times of declared weather emergencies affecting the City, Outfront will make the Replacement Sign available, and will add one Slot on each face of the Replacement Sign (if necessary) for the sole and limited purpose of communicating emergency information to the City's citizens and the travelling public, in accordance with the terms and conditions of the emergency alert notification program (the "Emergency Notification Program")adopted by the Florida Outdoor Advertising Association(the "FOAA") and the Florida Division of Emergency Management ("FDEM"), which sign shall not be required to provide the 10 day advance notice required under subsection (A), above. (C) Amber Alerts. Outfront will make the Replacement Sign available, by adding one Slot on each face of the Replacement Sign (if necessary), for the display of"amber alerts" issued by the Florida Department of Law Enforcement ("FDLE"), or such other law enforcement agency that may from time to time be responsible for issuance of same, when it is determined (pursuant to guidelines and procedures already in place between the FDLE or such other agency/agencies and the outdoor advertising industry to identify appropriate situations, duration and sign locations) that display of the "amber alert" on the Replacement Sign would provide information to the travelling public that could be instrumental in assisting authorities in resolving an abduction. 5. Content Restrictions. Outfront voluntarily offers and the City has agreed that advertising copy on the Replacement Sign shall not include any tobacco product, alcoholic beverages, adult retail, adult performance, adult entertainment establishment or adult service, pari-mutuel betting, gaming or gambling activities or other use that is reasonably objectionable as determined by the City Manager. 6. Annual LED Fee. In consideration of the City permitting Outfront to construct and operate the Replacement Sign within the City, Outfront shall pay the City an annual LED signage fee so long as the Replacement Sign remains installed, operational and utilizing automatic changeable message displays (the "Annual Fee"). The Annual Fee shall be in the following amounts: a. Years 1 through 5: $35,000 per face ($70,000 total) b. Years 6 through 10: $40,000 per face ($80,000 total) c. Years 11 through 15: $45,000 per face ($90,000 total) d. Option 1 /Years 16 through 25: $50,000 per face ($100,000 total) e. Option 2 /Years 26 through 35: $52,500 per face ($105,000 total) The Annual Fee for Year 1 shall be due and payable within fifteen (15) days after completion of construction of the Replacement Sign, and issuance of all final permits and approvals necessary for the operation of the Replacement Sign (the "Commencement Date"). 5 Thereafter, Outfront shall pay the Annual Fee to the City on or before the anniversary of the date upon which the Year 1 Annual Fee was paid. The parties understand and agree that the Annual Fee is being paid to mitigate any impacts to the City and its residents from the rights granted under this Agreement and actions taken pursuant to it. 7. Indemnification and Hold Harmless. Outfront agrees to defend (with counsel of Outfront's choosing, subject to the prior approval by the City Attorney, which approval shall not be unreasonably withheld), indemnify and hold harmless the City, its officers, agents and employees, from and against any and all claims, suits, actions, damages and causes of action whatsoever, arising during the term of this Agreement and resulting in personal injury, loss of life or damage to property sustained by any person or entity as a result of the doing of any work in this Agreement as authorized or the failure to do any work in this Agreement as required, or as a result of this Agreement or the construction, maintenance or use related to the removal of the Existing Sign and installation of the Replacement Sign or the use by Outfront of the Property upon which the Replacement Sign is to be located. Such obligation to indemnify and hold harmless shall continue notwithstanding any negligence (except gross negligence) on the part of the City relating to such loss or damage and shall include all costs, expenses and liabilities incurred by the City in connection with any such claim, suit, action or cause of action, including the investigation of any of them and the defense of any action or proceeding brought on any of them and any order, judgment or decree which may be entered in any such action or proceeding or as a result of any of them. These provisions shall survive the expiration or earlier termination of this Agreement. Nothing in this Agreement shall be construed to affect in any way the City's rights, privileges, and immunities under the doctrine of "sovereign immunity" and as set forth in Section 768.28, Florida Statutes. With respect to the removal of the Existing Sign pursuant to this Agreement, Outfront waives and releases the City from and against any and all claims for compensation or other reimbursement which it has or may have in the future as a result of any provisions of Section 70.20,Florida Statutes, or the provisions of any other statute or under common law, except as otherwise specifically provided in this Agreement. In the event that any third party brings any challenge either to this Agreement as a whole or to any application for permits or approvals under this Agreement, the City shall give sufficiently prompt notice to Outfront of such challenge and shall in all events give such notice within 10 business days of the date that the City first learns of the challenge. The City will not voluntarily assist in any such third-party challenge or take any position adverse to Outfront in connection with such third-party challenge. The City will reasonably assist in the defense of any such action by Outfront in such a matter. 8. Complete Understanding_ This Agreement, and all the terms and provisions contained in this Agreement, including without limitation its Exhibits (if any), constitute the full and complete agreement between the parties with respect to the matters covered in this Agreement, and supersedes and controls over any and all prior agreements, understanding, representations, correspondence and statements whether written, oral or implied, which are deemed to be merged into this Agreement. 9. Amendment. The parties may amend this Agreement only by a written instrument signed by each of the parties. There cannot be any waiver, variation, modification, amendment or change to the terms of this Agreement except as may be made in writing and executed by each 6 party to this Agreement. If any party fails to enforce its respective rights under this Agreement or fails to insist upon the performance of another party's Agreement obligations , such failure shall not be construed as a permanent waiver of any rights or obligations in this Agreement. 10. Notices. All notices, demands, requests for approvals or other communications required or authorized to be given by either party to another shall be in writing and shall be hand- delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or by a recognized overnight courier service to each party indicated below, addressed as follows: City: City Manager City of Aventura 19200 W Country Club Drive Aventura, Florida 33180 Copies to: City Attorney City of Aventura 19200 W Country Club Drive Aventura, Florida 33180 Outfront: Real Estate Manager Outfront Media LLC 2640 NW 17th Ln, Pompano Beach, FL 33064 Copies to: William G. McCormick, Esq. McCormick Law Firm, PLLC 401 E. Las Olas Blvd. Suite 1400 Fort Lauderdale, Florida 33301 Notices given by courier service or by hand delivery shall be effective upon delivery and notices given by mail shall be effective on the fifth (5th) business day after mailing. Refusal by any person to accept delivery of any notice delivered at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section as of the date and time of such refusal. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties in accordance with this provision and such notices shall be effective upon receipt. Until notice of change of address is received as to a party, the other party may rely upon the last address given. 7 11. Default. In the event any party is in default of any Agreement provision, the non- defaulting party, as a condition precedent to the exercise of its remedies, shall be required to give the defaulting party or parties written notice of same pursuant to this Agreement. The defaulting party or parties shall have fifteen (15) business days from the receipt of such notice to cure the default or, if the default cannot be cured within fifteen (15) business days, to commence and diligently pursue a cure. If the defaulting party timely cures the default,the default shall be deemed waived and this Agreement shall continue in full force and effect. If the defaulting party or parties do not timely cure such default, the non-defaulting party or parties shall be entitled to pursue its remedies which are available at law or equity. 12. Severability. The parties covenant and agree that they will not initiate, pursue, assist, participate in (except to oppose or defend against) or in any way aid or support any action or proceeding of any type or nature challenging the constitutionality, legality or enforceability of this Agreement, or having the effect of rendering this Agreement void or unenforceable, or that would negatively impact the validity or enforceability of this Agreement in any way. The foregoing shall not prevent any party from initiating or pursuing legal action based on the other party's default under this Agreement. If any term or provision of this Agreement or the application of it to any person or circumstance is declared invalid or unenforceable as a result of any third party challenge, the remainder of this Agreement, including any valid portion of the invalid term or provision stricken or held invalid, shall not be affected and shall, with the remainder of this Agreement, continue unmodified and in full force and effect. In the event that any portion of this Agreement shall be held invalid, unenforceable or both resulting in the forced removal of the Replacement Sign, the parties shall be released from any further obligations under this Agreement and shall be returned to their respective positions as they existed just prior to the execution of this Agreement, including, but not limited to, Outfront's right to re-erect the Existing Sign, at its current location. 13. Controlling, Venue, Jury Trial Waiver. This Agreement shall be construed under the laws of the State of Florida.Venue for any proceeding arising under this Agreement shall be in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida as to state court actions, and in the United States District Court for the Southern District of Florida as to federal court actions, to the exclusion of any other venue. THE PARTIES EACH HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY DISPUTES RELATING TO OR ARISING OUT OF THIS AGREEMENT. ALL COURT ACTIONS OF ANY NATURE OR KIND SHALL BE NON-JURY. 14. Authority to Execute and Bind. Each party represents and warrants that all requisite actions have been taken to authorize execution of this Agreement by the person signing on behalf of that party, and thereby bind that party to the terms and conditions of this Agreement. 15. Non-Waiver. The failure of any party to promptly or continually insist upon strict performance of any term,covenant, condition or provision of this Agreement, or any of its Exhibits or any other agreement, instrument or document of whatever form or nature contemplated by any other party or parties, shall not be deemed a waiver of any right or remedy that the party may have, and shall not be deemed a waiver of a subsequent default or nonperformance of such term, covenant, condition or provision. 8 16. Successors and Assigns.This Agreement shall be freely assignable by Outfront.The terms of this Agreement shall be binding upon and shall inure to all successors in interest to the parties to this Agreement. 17. Continuing Cooperation. The parties covenant and agree that they will execute such further documents and take such further actions as may be reasonably necessary to effectuate and implement the provisions and intent of this Agreement. 18. Construction. The provisions of this Agreement shall not be construed in favor of or against any particular party as each party has reviewed its terms and conditions and, by execution of this Agreement, acknowledges that each party has carefully considered the legal ramifications of this instrument, has consulted with legal counsel or has knowingly and willingly chosen not to do so. This Agreement has been negotiated by the City and Outfront, and this Agreement, including,without limitation,the Exhibits shall not be deemed to have been prepared by any one party but, rather, by both equally. 19. No Third Party Beneficiaries. It is expressly agreed and understood that there are no third parties intended to be benefited by this Agreement or any of the terms, provisions, rights or benefits conferred in this Agreement, and no private right of action is intended to be created by this Agreement in any third party. 20. Counterparts.This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute a single instrument. 21. Term. The parties expressly agree that the initial term of this Agreement shall be for a period of fifteen (15) years (the "Initial Term"), commencing on the Commencement Date. Upon expiration of the Initial Term, the term of this Agreement shall automatically renew for two (2) additional terms of ten (10) years each (for a total term of 35 years), unless Outfront shall deliver written notice to the City opting out of this Agreement, no later than sixty (60) days prior to expiration of the Initial Term or the first renewal term. - SIGNATURES APPEAR ON FOLLOW PAGES — 9 IN WITNESS WHEREOF, the City and Outfront have executed or caused their duly authorized representatives to execute this Agreement. CITY OF AVENTURA By: `V Ronald J. son, City Manager Dated: July 19,2022 Attest: - Approved as to legal form: Ellisa L.Horvath, C, City Clerk City ttorney Dated: July 19, 2022 Dated: July 19, 2022 OUTFRONT MEDIA LLC By: Printed Name: O�MQSP � Title: (a Dated: 9 a I , 2022 10 "' I T2,5 4pr204 5 Section/Job No.: 87030-2569 Parcel No.: 6000 XHIBIT "A" DESCRIPTION: A portion of Florida Department of Transportation Parcel Numbers 158 and 153 (for State Road 5, Section 87030-2569) being more particularly described as follows : COMMENCE at the Southwest corner of Section 3 , Township 52 South, Range 42 East; thence N87"23'12"E, along the South line of said Section 3, a distance of 101 . 69 feet, to a point on the East Right of Way line of the Florida East Coast Railroad; thence N15029'40"E, along said Right of Way line of the Florida East Coast Railroad, a distance of 509. 35 feet to the POINT OF BEGINNING of this description; thence continue N15029'40"E, along said East railroad Right of Way line and the West line of said Parcel Number 158 a distance of 141.76 feet to the Northwest corner of said Parcel Number 158; thence S76018'50"E, along the North line of said Parcel Number 158, a distance of 61 .45 feet, to a point on the West Right of Way line of State Road 5, and to a point on the arc of a circular curve concave Westerly, whose tangent bears S14°49'03"W from the last described point; thence Southerly along the arc of said curve, and the West Right of Way line of State Road 5, having a radius of 5647.58 feet, a central angle of 00042'17" and an arc distance of 69.47 feet to a point of tangency; thence run S15°31'20"W along said tangent line and the said West Right of Way line of State Road 5, for a distance of 74 .23 feet to a point on the Easterly prolongation of the South line' of said Parcel Number 158; thence N74°30'20"W, along said Easterly prolongation, and said South line of Parcel Number 158, a distance of 61 .77 feet to the Southwest corner of said Parcel Number 158, and to the POINT OF BEGINNING of this description. ;f Said lands are situated in Dade County, Florida, and containing 8, 812 square feet, more or less. arCAMCocwrV aop M&aa% Noway vatF j6 K4RVEY RWIN CUMCMcorcomr 3 e" �•sF �' m�� �S sg ! 8 as alad g o 1 all Is _§ �S5w�Ey��Is§R €tEs /'e/ se $ p c ALL© a p ail ils IS- s'gIR- �. € s� 5g�a €€� to as s!`! g g= s s g g gg Sss3 $ saw $ 3�a a ,uo� BBas Bn -RB a 6�7 ram � R z w� N - c S � s � � W � 6 F�� l I s I �a n � I I \uYm�'p���dp a li OY �3i.q�l it 1/J\ \ Cpps b 91