Resolution No. 2024-60 Clear Channel Outdoor LLC Reconstruction Agreement - September 3, 2024 CITY OF AVENTURA RESOLUTION NO. 2024-60
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, APPROVING A RECONSTRUCTION
AGREEMENT WITH CLEAR CHANNEL OUTDOOR, LLC TO REMOVE
THE COMPANY'S FORMER EXISITING SIGNS AND RELOCATE AND
CONSTRUCT TWO NEW SIGNS WITHIN THE CITY OF AVENTURA;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY
TO CARRY OUT THE AIMS OF THIS RESOLUTION; 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, Clear Channel Outdoor, LLC ("Clear Channel") 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, Clear Channel operated four (4) legally existing, nonconforming sign
structures (the "Former Existing Signs") in the City on certain real property described
in the Agreement attached hereto as Exhibit "A"; and
WHEREAS, the Former Existing Signs were lawfully permitted and erected in
conformity with the land development regulations in effect at the time, and remained
lawful, conforming structures under the City's current Land Development Code until
they were removed; and
WHEREAS, Clear Channel has removed the Former Existing Signs and
proposes to relocate and construct two new 14' x 48' double-faced outdoor advertising
signs with digital display faces that meet all current engineering and wind load
requirements at the locations listed in the Agreement (the "New Signs"); and
WHEREAS, in consideration of the City permitting Clear Channel to construct and
operate the two New Signs within the City, Clear Channel shall pay the City a signage fee
in the amounts enumerated in the attached Agreement; and
City of Aventura Resolution No. 2024-60
WHEREAS, the City desires to allow Clear Channel to construct the New Signs,
pursuant to §70.20, Florida Statutes, and this Agreement; and
WHEREAS, the City of Aventura hereby finds that it is in the best interest of the
City's residents to approve this Reconstruction Agreement with Clear Channel.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
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 with Clear Channel for the construction
of two new signs within the City limits.
Section 3. City Manager Authorized. That the City Manager is hereby
authorized to take all necessary steps to implement this Resolution.
Section 4. Effective Date. That this Resolution shall become effective
immediately upon its adoption.
The foregoing Resolution was offered by Commissioner Friedland, who moved its
adoption. The motion was seconded by Commissioner Bloom, and upon being put to a
vote, the vote was as follows:
Commissioner Amit Bloom Yes
Commissioner Rachel S. Friedland Yes
Commissioner Billy Joel Yes
Commissioner Paul A. Kruss Yes
Vice Mayor Dr. Linda Marks Yes
Mayor Howard S. Weinberg Yes
PASSED AND ADOPTED this V day of September, 2024.
Page 2 of 3
City of Aventura Resolution No. 2024-60
db
WARD S. WEINBERG, ES
MAYOR
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4e
ATTEST:
ELLISA L. HORVAT , MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
ROBERT MEYERS
CITY ATTORNEY
WEISS SEROTA HELFMAN COLE + BIERMAN, P.L.
Page 3 of 3
RECONSTRUCTION AGREEMENT
THIS RECONSTRUCTION AGREEMENT(the "Agreement")is made on and shall
be effective as of September , 2024,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 Clear Channel
Outdoor, LLC ("Clear Channel"), a Florida 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, Clear Channel 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, Clear Channel operated four (4) legally existing, nonconforming sign structures
(the "Former Existing Signs") in the City on certain real property more particularly described in
Exhibit A to this Agreement, and
WHEREAS,the Former Existing Signs were lawfully permitted and erected in conformity
with the land development regulations in effect at the time, and remained lawful, conforming
structures under the City's current Land Development Code (the "LDC") until they were removed;
and
WHEREAS, Clear Channel has removed the Former Existing Signs and proposes to relocate
and construct two new 14' x 48' double-faced outdoor advertising signs with digital display faces
that meet all current engineering and wind- load requirements at the locations listed on Exhibit B
hereto (the "New Signs"); and
WHEREAS,the City desires to allow Clear Channel to construct the New Signs, pursuant
to §70.20,Florida Statutes, and this Agreement; and
WHEREAS, the City and Clear Channel desire to enter into this Agreement, establishing
the terms and conditions under which Clear Channel will be permitted to construct and maintain
the New Signs; and
WHEREAS, the City acknowledges and agrees that Clear Channel is relying on this
Agreement and that Clear Channel will proceed to construct the New Signs, which activities will
require the expenditure of substantial monies by Clear Channel; and
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WHEREAS, the City finds and determines that the provisions of this Agreement are in the
public interest; and
WHEREAS,the City Commission at a public hearing on July 2,2024 adopted Ordinance 2014-
12 amending Chapter 31 "Land Development Regulations" of the City Code of Ordinances to provide
that billboards may be permitted by resolution of the City Commission; and
WHEREAS,on September ,2024 the City Commission adopted Resolution No. 2024-XX
authorizing the execution of this Agreement; and
WHEREAS, the City desires to ensure that the New Signs are operated in a manner consistent
with Florida law and conforming to building codes and the City's 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 Clear Channel 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 New Signs.
A. Location. The New Signs will be constructed on the New Sign Parcels, as
depicted in the site plan attached as Exhibit B.
B. Permits and Constnictinn Clear Channel 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 New Signs,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 and erection of
the New Signs within thirty(30) days after submission of a complete permit application(s)by Clear
Channel, 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 Clear Channel in obtaining any necessary permits and approvals from
FDOT or any other agency or department, or both, for the erection and maintenance of the New
Signs by, among other things, timely executing such forms, applications or other documents as
may be required for Clear Channel to obtain all such permits or approvals.
C. Construction Standards. The New Signs 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 Clear Channel. The New
Signs shall be constructed at the locations on the New Sign Parcels approved by FDOT (if
necessary) and the City.
D. Survey Clear Channel shall submit to the City signed and sealed site plan(s)
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and survey(s) for any proposed construction of the New Signs, evidencing compliance with
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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 New Signs, Clear
Channel shall provide the City with an as-built survey of the New Signs,which shall be a condition
precedent to the City issuing a Certificate of Completion for the New Signs.
E. Compliance With Applicable Regulations. The placement and operation
of the New Signs 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/Bri ham. Clear Channel 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, Clear Channel 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 New Signs shall be double-face monopole structures. The
New Signs will utilize LED or other similar electronic changeable message technology(as may be
determined by Clear Channel from time to time). The size of each face of the New Signs shall not
exceed 14 feet in height and 48 feet in length. The New Signs 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 New Signs 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 Clear Channel 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.
H. Repair and Maintenance. Upon completion, the two New Signs shall be
deemed a conforming sign in all respects under the City's current LDC for the purpose of future
repair, replacement and maintenance. Clear Channel shall have the sole option to operate the sign
faces as digital or as printed/non digital type at any time, in any combination and for any duration.
L Compliance with Agreement/Laws. Clear Channel agrees that it shall
operate the New Signs 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 Clear Channel to remove the two New
Signs; provided, however, prior to the exercise of any such legal or equitable remedies, the City
shall first provide Clear Channel written notice of any alleged violation/default in accordance with
Section [10] below, which notice shall state the nature of the violation/default with as much
specificity as is practicable under the circumstances and Clear Channel shall have 4 5 d a y s
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from receipt of city's notice the ability to cure such violation/default as provided
therein. If the violation/default is not reasonably capable of being cured within 45 days, to commence to
cure violation/default and to diligently pursue cure to completion.
3. Advertising and Notifications by the City/ Public Service Messages. Clear
Channel will utilize the two New Signs to display content for the dissemination of public service
information as more particularly described below. Clear Channel will display announcements and
advertising slots provided by the City (on a space-available basis) as provided in this paragraph.
(Unless expressly stated otherwise in subparagraphs (A) and(B) of this Paragraph 4,the following
terms shall apply: (i) all announcements and advertising slots utilized by Clear Channel for City
copy 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 Clear Channel 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 Clear Channel advertising artwork/design/graphics, Clear Channel shall
provide the artwork/design/graphics to the City (at the City's expense) for its approval at least ten
(10) days prior to the scheduled advertising run commencement date. During any time period in
which Clear Channel chooses to operate one or more of the sign faces as printed/non digital type,
the requirement to display content from the City on that sign face shall be null and void.
For purposes of this Paragraph 3,the initial contact persons shall be:
City: Bryan Pegues, Assistant City Manager at(305) 466-8995; and
Clear Channel: Jeff Andres, VP of Real Estate, (305) 592-6250.
(A)Public Service Advertising. On a space available basis, Clear Channel will utilize the
subject signs to display public service announcements and advertise City-sponsored events (the
"City Announcements"),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
and shall not include any names, logos or marks associated with any third-party non-
governmental person or entity, or any products or services associated with any third-party non-
governmental person or entity.
All proposed City Announcements shall be subject to Clear Channel's standard advertising copy
rejection and removal policies, which allow Clear Channel to approve or disapprove copy and
remove copy once posted or displayed. The City represents and warrants that all copy, content
and materials supplied by the City to for display under this Agreement: (i) are owned or duly
licensed by City and do not infringe or misappropriate the rights of any other person or entity;
(ii) comply with all applicable federal, state, and local laws, rules and regulations and (iii) do
not infringe upon any copyright,trademark or other intellectual property or privacy right of any
third party. The City shall, and hereby does agree to, indemnify, defend and hold harmless
Clear Channel from and against, any claims, costs(including, but not limited to, court costs and
reasonable attorneys' fees), losses, actions or liabilities arising from or in connection with any
third party allegation that any portion of any City Announcement infringes or violates the rights,
including,but not limited to, copyright,trademark,trade secret or any similar right, of any third
party. This indemnity shall not include Clear Channel's lost profits or consequential damages
or any similar right, of any third party.
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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, Clear Channel 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
Clear Channel in the event that space so occupied by City Announcements is sold to
paying advertisers by Clear Channel. Clear Channel agrees to give the City reasonable
notice of anticipated space availability on the New Signs for City Announcements;
provided, however, that Clear Channel shall have no obligation to notify the City if
such space availability is limited to time periods of less than thirty(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,Clear Channel shall utilize the New Signs 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. Clear Channel shall utilize the Replacement Sign 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.
4. Content Restrictions. Clear Channel 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, or
pari-mutuel betting, gaming or gambling activities. In the event the City Manager reasonably
determines that advertising copy is objectionable based on the foregoing, the City Manager shall
notify Clear Channel in writing and Clear Channel shall remove such copy within twenty-four
(24) hours.
5. Annual Fee. In consideration of the City permitting Clear Channel to construct
and operate the New Signs within the City, Clear Channel shall pay the City an annual signage
fee so long as the two New Signs remains installed and operational utilizing message displays
(the "Annual Fee"). The Annual Fee shall be in the following amounts:
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Years 1 through 5: $100,000 per face ($400,000 total)
Years 6 through 10: $110,000 per face ($440,000 total)
Years 1 I through 15: $115,000 per face($460,000 total)
Option 1 /Years 16 through 25: $120,000 per face($480,000 total)
Option 2 /Years 26 through 35:$130,000 per face ($520,000 total)
The Annual Fee for Year I for each New Sign shall be due and payable within fifteen (15) days after
completion of construction of such New Sign with two (2) digital faces, and issuance of all final permits
and approvals necessary for the operation of such New Sign (the "Commencement Date").
Thereafter, Clear Channel shall pay the Annual Fee to the City on or before the anniversary of the
date upon which the Year I Annual Fee was paid as long as it operates the display faces on such
New Sign. In the event Clear Channel is required by law to remove the digital face(s) from a New
Sign but is able to continue to operate such New Sign with a printed face(s),the Annual Fee shall
be reduced in proportion to the loss in revenue and the number of faces. 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.
6. Indemnification and Hold Harmless. Clear Channel agrees to defend (with counsel
of Clear Channel'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 installation of the two New Signs or the use by Clear Channel of the Property
upon which the two New Signs are 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 o u t-o f-p o c k e t
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. 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 Clear Channel 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 Clear Channel in
connection with such third-party challenge. The City will reasonably assist in the defense of any
such action by Clear Channel in such a matter.
7. Complete Understanding_ This Agreement, and all the terms and provisions
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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.
8. 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
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.
9. 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 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
Clear Channel:
Real Estate Manager
Clear Channel
Outdoor,LLC
5800 NW 77 Court
Miami, Fl. 33166
Copies to:
Operations
Counsel
2325 E. Camelback Road, Suite 250
Phoenix,AZ 85016
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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.
10. 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 thirty (30) business days from the receipt of such notice to cure the
default or, if the default cannot be cured within thirty (30) 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.
11. 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 two New Signs,
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.
12. Controlling Law, 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.
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13. 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.
14. 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.
15. Successors and Assigns.This Agreement shall be freely assignable by Clear Channel.
The terms of this Agreement shall be binding upon and shall inure to all successors in interest to
the parties to this Agreement.
16. 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.
17. 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 Clear Channel, 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.
18. 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.
19. 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.
20. 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 Clear Channel 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 -
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IN WITNESS WHEREOF, the City and Clear Channel have executed or caused their duly
authorized representatives to execute this Agreement.
CITY OF AVENTURA
By:
Name:
Title:
CLEAR CHANNEL OUTDOOR,LLC
By:
Name:
Title:
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