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HomeMy WebLinkAboutR-2021-094 All Digital All Day, LLC Billboard-Sign Reconstruction AgreementRESOLUTION NO.2021-094 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, PURSUANT TO SECTION 70.20, FLORIDA STATUTES, AUTHORIZING A BILLBOARD/SIGN RECONSTRUCTION AGREEMENT BETWEEN THE CITY AND ALL DIGITAL ALL DAY, LLC ("ADAD"), A FLORIDA LIMITED LIABILITY COMPANY, TO INSTALL A REPLACEMENT ELECTRONIC BILLBOARD AND TO PROVIDE CERTAIN NEIGHBORHOOD ENHANCEMENT CONTRIBUTIONS TO THE CITY; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Section 70.20, Florida Statutes, expressly authorizes and encourages agreements to empower 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, All Digital All Day, LLC ("ADAD") is engaged in the business of constructing, operating and maintaining one or more billboard signs in Broward County, Florida and in particular, within the City; and WHEREAS, ADAD operates a legally existing, conforming sign structure (the "Existing Sign") in the City on certain real property bearing Folio Number 5042-23-00-0510, with a street address of 851 Eller Drive, Dania Beach, Florida 33316 (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, ADAD proposes to remove the Existing Sign and construct a Replacement outdoor electronic advertising sign (the "Replacement Sign") that meets all current engineering and wind -load requirements; and WHEREAS, the City desires to allow ADAD to remove the Existing Sign and reconstruct the Replacement Sign, pursuant to Section 70.20, Florida Statutes, and this Agreement; and WHEREAS, the City and ADAD desire to enter into this Agreement, establishing the terms and conditions under which ADAD will be permitted to remove the Existing Sign, and to construct and maintain the Replacement Sign; and WHEREAS, the City acknowledges and agrees that ADAD is relying on this Agreement and that ADAD will proceed to remove the Existing Sign and construct the Replacement Sign, which activities will require the expenditure of substantial monies by ADAD, the relinquishment of significant property rights by ADAD or both; and WHEREAS, the City finds and determines that the provisions of this Agreement are in the public interest; 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; and WHEREAS, ADAD will provide certain neighborhood enhancement contributions to the City, including: $10,000.00 annually, certain public service and special event advertising for the City; and preclude certain content from the billboards; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the above "WHEREAS" clauses are ratified and confirmed, and they are made a part of and incorporated into this Resolution by this reference. Section 2. That the parties desire to enter into a Reconstruction Agreement, which Agreement is attached as Exhibit "A" and made a part of this Resolution by this reference. Section 3. That the City Manager and City Attorney are authorized to make minor revisions to such documents as are deemed necessary and proper for the best interests of the City. Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be in force and take effect immediately upon its passage and adoption. 2 RESOLUTION #2021-094 PASSED AND ADOPTED on June 22, 2021. ATTEST: I'HOMAS sD _ " • i CITY CLERK THOMA'S J. CITY ATTO TAMARA J MAYOR J RESOLUTION #2021-094 RECONSTRUCTION AGREEMENT THIS RECONSTRUCTION AGREEMENT (the "Agreement") is made on 2021, by and between the City of Dania Beach, Florida (the "City"), a municipal corporation organized and existing under the laws of the State of Florida, and All Digital All Day, LLC ("ADAD"), a Florida limited liability company with a mailing address of 401 East Las Olas Boulevard, Suite 1400, Fort Lauderdale, Florida 33301. 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, ADAD is engaged in the business of constructing, operating and maintaining one or more billboard signs in Broward County, Florida and, in particular, within the City; and WHEREAS, ADAD operates a legally existing, conforming sign structure (the "Existing Sign") in the City on certain real property bearing Folio Number 5042-23-00-0510, and with a street address of 851 Eller Drive, Dania Beach, Florida 33316 (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, ADAD 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 ADAD to remove the Existing Sign and reconstruct the Replacement Sign, pursuant to §70.20, Florida Statutes, and this Agreement; and WHEREAS, the City and ADAD desire to enter into this Agreement, establishing the terms and conditions under which ADAD will be permitted to remove the Existing Sign, and to construct and maintain the Replacement Sign; and WHEREAS, the City acknowledges and agrees that ADAD is relying on this Agreement and that ADAD will proceed to remove the Existing Sign and construct the Replacement Sign, which activities will require the expenditure of substantial monies by ADAD, the relinquishment of significant property rights by ADAD or both; and WHEREAS, the City finds and determines that the provisions of this Agreement are in the public interest; and WHEREAS, on , 2021, the City Commission adopted Resolution No. 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 ADAD 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 Existing 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 A. B. Permits and Construction. ADAD 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 ADAD, 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 ADAD 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 ADAD to obtain all such permits or approvals. C. 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 ADAD. 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. ADAD 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 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, ADAD 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. The placement of the Replacement Sign must conform with Chapter 479, Florida Statutes, and any and all other applicable federal, state, county and municipal regulations. F. 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, as provided in Paragraph 2(G) below. The Sign shall not emit any sound of any kind and shall not use or release any steam or smoke or any other substance. G. Description, The City and ADAD 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. The Replacement Sign shall be a double -face monopole structure. The size of each face of the Replacement Sign shall not exceed 14 feet in height and 48 feet in length, not including embellishments. The term "embellishment" means a temporary extension of a sign face which contains a portion of the message or informative contents, and which is added, modified, or removed when the message is changed. Pursuant to Sec. 14-10.006 of the Florida Administrative Code, as amended from time to time, embellishments shall not extend more than five (5) feet beyond the permanent sign face. The Replacement Sign will utilize LED or other similar electronic changeable message technology (as may be determined by ADAD from time to time). Operation of the changeable message displays shall comply with all applicable FDOT regulations (as they may be amended from time to time) relating to brightness and the interval of copy change, which regulations are currently set forth in Section 14-10.004 of the Florida Administrative Code, a copy of which is attached as Exhibit B. There shall be no side -by -side or stacked billboards. 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. I. Compliance with Agreement/Laws. ADAD 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 ADAD to remove the Replacement Sign; provided, however, prior to the exercise of any such legal or equitable remedies, the City shall first provide ADAD 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. ADAD shall have 30 days from the receipt of the City's notice to cure such 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. However, if ADAD fails to come to completion within a maximum of 60 days, then the City may pursue any and all equitable and legal remedies, including but not limited to removal of the billboard. 3. Sign Removal. Contemporaneously with the submission of ADAD's permit application to the City for construction of the Replacement Sign, ADAD 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. ADAD 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. ADAD 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 ADAD is unable to obtain all necessary permits and approvals for the construction and maintenance of the Replacement Sign, ADAD 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. ADAD will make the Replacement Sign available for the dissemination of public service information. ADAD voluntarily offers announcements and advertising slots to the City 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 ADAD 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 ADAD at least 10 days prior to the scheduled advertising run commencement date; and (iii) in the event the City desires to utilize ADAD advertising artwork/design/graphics, ADAD 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 contact persons shall be: CITY: Name & Title at (954) 924-6800, ext ; and ADAD: Matt Ashley, VP of Real Estate, (561) 353-6167. (A) Public Service Advertising. On a space available basis, ADAD 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, ADAD 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 ADAD in the event that space so occupied by City Announcements is leased or rented to third parties by ADAD. ADAD agrees to give the City reasonable notice of anticipated space availability on the Replacement Sign for City Announcements; provided, however, that ADAD 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) During times of declared weather emergencies affecting the City, ADAD will make the Replacement Sign available, and will add one Slot on each face of the Replacement Sign 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) ADAD will make the Replacement Sign available, by adding one Slot on each face of 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. (D) Finally, ADAD will add one Slot on each face of the Replacement Sign and make that Slot available for the display of official emergency notifications issued by the City of Dania Beach Police Department (the "Agency") to advise the public of an active or imminent public threat posed by: (i) a dangerous condition other than weather, (ii) a fugitive known or reasonably suspected to be in the area, or (iii) an active -shooter situation (the "Local Emergency Announcements"). The City or the Agency shall be responsible for providing ADAD with a template for use by ADAD in displaying the Local Emergency Announcements, which template shall be compatible with ADAD's policies and procedures (the "Alert Template"). The Alert Template will be maintained by ADAD at its national operations center, from which the messaging for the Replacement Sign is controlled. Upon the occurrence of a local emergency within the scope of this Paragraph, the City shall contact the local ADAD representative identified in Paragraph 4 above and provide the representative with the desired text for the Local Emergency Announcement. The text will be relayed by the local ADAD representative to the ADAD national operations center, which will post the Local Emergency Announcement using the Alert Template then on file. ADAD will use its best efforts to post the copy as soon as practicable and will continue to display such copy so long as the threat remains imminent or active. The City may modify the Alert Template at any time, and from time to time; provided that such modification will not be effective until 30 days after receipt by ADAD. (E) ADAD voluntarily offers and the City has agreed that any advertising shall not include any tobacco product, adult retail, adult performance, adult entertainment establishment or adult service, or any advertising messages that may be reasonably construed as "hate speech" against any person or organization or obscene or offensive materials as determined by the City. If the City reasonably objects to any advertisement, such advertisement shall be removed within 24 hours of receipt by ADAD of written notice from the City. (F) Neighborhood Enhancement Contribution. ADAD shall pay the City annual neighborhood enhancement contribution payments in the amount of Ten Thousand 00/100 Dollars for the Replacement Sign for so long as the Sign remains installed and in operation (the "Annual Contribution"). The initial Annual Contribution for the Replacement Sign shall be due and payable within fifteen ( 15) days after completion of construction and issuance of all final permits and approvals necessary for the operation of the Replacement Sign. Thereafter, ADAD shall pay to the City the Annual Contribution on or before the anniversary of the date upon which the initial Annual Contribution payment was paid. The parties understand and agree that the Annual Contribution payments are 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. 5. Indemnification and Hold Harmless. In consideration of the City permitting ADAD to construct and operate the Replacement Sign within the City, ADAD agrees to defend (with counsel of ADAD'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 ADAD 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, ADAD 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 parry 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 ADAD 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 -parry challenge or take any position adverse to ADAD in connection with such third -party challenge. The City will reasonably assist in the defense of any such action by ADAD in such a matter. 6. 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. 7. 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 parry to this Agreement. If any parry 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. 8. Notices. All notices, demands, requests for approvals or other communications required or authorized to be given by either parry 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: C� Ana M. Garcia, ICMA-CM City Manager City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, Florida 33004 Conies to: Thomas J. Ansbro City Attorney City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, Florida 33004 ADAD: Matthew Ashley All Digital All Day, LLC 401 E. Las Olas Blvd. Suite 1400 Fort Lauderdale, Florida 33301 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 parry may rely upon the last address given. 9. 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. 10. 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, ADAD's right to re -erect the Existing Sign, at its current location. 11. 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 Seventeenth Judicial Circuit in and for Broward 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 expressly waive any right to a trial by jury of any matter. 12. 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. 13. 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. 14. Successors and Assigns. This Agreement shall be freely assignable by ADAD. The terms of this Agreement shall be binding upon and shall inure to all successors in interest to the parties to this Agreement. 15. Continuing_Cooneration. 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. 16. 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 parry 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 ADAD, 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. 17. 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. 18. 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. 19. Term. The parties expressly agree that the term of this Agreement shall be for a period of forty (40) years (the "Initial Term"), commencing on the date the last party to this Agreement executes same, and that at the end of the Initial Tenn, this Agreement shall automatically renew for one (1) additional term of forty (40) years (the "Renewal Term"), unless ADAD shall deliver written notice to the City no later than sixty (60) days prior to expiration of the Initial Term opting out of the Renewal Term. 20. Termination. This Agreement may be terminated in the event of imminent threat to public health or the public safety, as may be determined in the reasonable discretion of federal, state or local officials charged with making such determinations, following written notice to ADAD explaining in detail the nature of the alleged threat to public health and safety, and providing ADAD a reasonable time to cure, or commence to cure, the public safety threat. If ADAD shall timely cure or commence to cure the public safety threat, that threat shall be considered resolved and this Agreement shall not be terminable as a result thereof. - SIGNATURES APPEAR ON FOLLOW PAGES — IN WITNESS WHEREOF, the City and ADAD have executed or caused their duly authorized representatives to execute this Agreement. 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O.wr.IdE wllcNn PR0P9LIY COIII� A CONIRSL GTA f1j•PALFlNI Awm*mll.ppiISM �J NWSpSOr9 r'�trnliiw.4- YV<LSANM falrtl IDWLVAWR a.A.sl .CA.ACOMMAT MM D ON I I I owl I IKD 14-10.004 Outdoor Advertising Permit Applications, Criteria, and Permit Issuance. (1) Applications. An application for a new sign permit is made by completing and submitting an Application for Outdoor Advertising Permit, Form 575-070-04, Rev. 6/15, incorporated herein by reference at hUs://www.fli-ules.oriz/GatewU/reference.asp?No=Ref-05475 to the address listed in paragraph 14-10.0011(2)(a), F.A.C. Each application for a sign permit shall meet the requirements of Chapter 479, F.S., this rule chapter, and the 1972 Federal -State Agreement, incorporated herein by reference at h!Ws://www.flrules.orWGatewgy/reference.asl2?No=Ref-05479. In the event of a conflict between a provision in the 1972 Federal -State Agreement and a provision of Chapter 479, F.S., the more restrictive provision shall apply. (a) A separate application is required for each sign permit requested (i.e. a back to back sign will require two applications). Separate payment for each application is recommended to avoid denial of multiple applications should one application be denied. (b) Prior to issuing a sign permit, the Department will inspect the proposed sign site for compliance with Chapter 479, F.S., and this rule chapter. To ensure that the site being inspected is the same site specified in the application, the applicant shall mark the proposed site in such a manner that the markings are visible from the main -traveled way. The markings shall be displayed upon submission of the application, and shall be maintained by the applicant until the Department has approved or denied the application. (c) The Department will act on sign permit applications in order of the date and time of receipt of complete applications. 1. An application will be considered complete when all items on the application form have been filled in, all required attachments have been received, and the convect permit fees have been submitted. All information provided on the application must be certified as being true and correct. Information required on the application from the local zoning official providing allowable land use and local government approval, must be current as of the date the complete application is received by the Department and the applicant must demonstrate that the conditions are still in effect. 2. Applications submitted with payment that will become void within 30 days from the Department receipt will be returned as incomplete. 3. Applications containing incorrect information will be denied. 4. Incomplete sign permit applications will be returned to the applicant along with any sign permit fees submitted with the application. 5. Completion of, or corrections to, the original submitted document must be initialed by the applicant on the original application. 6. Pursuant to Section 479.07(3)(b), F.S., the written statement from the landowner must have been issued to the applicant, or on behalf of the applicant. If a lease document is submitted as the statement from the landowner, the applicant must be the named lessee, or the document must be accompanied by a properly executed transfer of the leasehold rights to the applicant. The written statement must: a. Identify the property on which the sign is to be located; b. Indicate that the person authorizing placement of the sign on the property is the owner or the person in lawful control of the property. If the person authorizing placement of the sign is not the owner of the property, the legal status which gives him or her lawful control of the property must be indicated; c. Grant the permission to or on behalf of the applicant; and, d. Authorize placement of the sign on the subject property. (2) Application status. Complete applications will be either approved or denied within 30 calendar days of receipt by the Department unless an earlier application for that site or a competing site is under review, the applicant is seeking a vegetation management permit, or removal of a conflicting sign is pending. (a) A denied application will remain in a pending status until the time to request an administrative hearing pursuant to Sections 120.569 and 120.57, F.S., has elapsed. If a hearing is requested, the application shall remain in a pending status until a final order has been issued and the time to request an appeal of the order has elapsed. If an appeal is taken, the application will remain in a pending status until the mandate is issued by the appellate court. Subsequent applications for conflicting sites shall be held without action until the pending status of the earlier application is resolved. (b) If an application is approved, all subsequently received applications for conflicting sites shall be denied. (c) When a permit application is received for a new sign site where vegetation management is required pursuant to Section 479.106, F.S., the permit will not be issued until the applicant has been issued a vegetation management permit by the Department in accordance with Rule 14-10.057, F.A.C. A permit shall not be issued to an applicant for a location at which unpermitted cutting, removal, or trimming of vegetation has occurred until such time as payment of the administrative penalty and mitigation as required by Rule 14-10.057, F.A.C., and Section 479.106(7), F.S., respectively, have been collected and the applicant has surrendered two nonconforming signs in accordance with Section 479.106(5), F.S. (d) Applications for sign permits at locations which conflict with spacing requirements relating to the location of an expired or canceled sign permit will not be processed until the sign for which the expired or canceled permit was issued is removed, except for a sign permit being canceled as a condition for issuance of a new sign permit. (3) Reduced Spacing on Interstates. For applications to be considered for a sign with between 1,000 feet and 1,500 feet of spacing from the nearest outdoor advertising sign along an interstate in accordance with Section 479.07(9xc), F.S., in addition to the requirements of subsection (1) of this section, the applicant must submit: (a) A copy of the local government adopted policy, ordinance, or other official document authorizing the placement of a new outdoor advertising sign along an interstate highway, in exchange for the removal of an existing sign from areas specifically designated by the local government; and, (b) A copy of the agreement between the local government and the sign owner allowing such removal and replacement. (4) Size. Each sign facing shall not exceed 30 feet in height. Each sign facing shall not exceed 60 feet in length. Advertising copy shall not exceed 950 square feet for all sign faces. Embellishments shall not extend more than five feet beyond the permanent sign face, and are included in any measurement of the height, width, or area of the sign facing. (5) Number of Sign Faces. There shall be no more than two faces showing at one time for each sign facing. (6) Location. Signs shall not be located in such a manner as to obscure or otherwise interfere with the effectiveness of an official traffic sign, signal, or device. (7) Spacing. The distance between a proposed sign and the nearest permitted sign shall be measured along the edge of pavement of the main -traveled way from the location marked by the applicant to the location of the permitted sign. For signs that are permitted, but not constructed, the milepost location reflected in the permitted sign's application shall be used. Measurement along the edge of pavement shall be from a point perpendicular to a tangent on the edge of the main -traveled way nearest the location of the sign. (a) For V-type, or back-to-back signs, to be considered one sign for spacing purposes, the sign facings must either be connected by the same sign structure or cross -bracing, or the sign structures must be not more than fifteen feet apart at their nearest point. (b) Official signs, signs exempt from permitting under Section 479.16, F.S., and structures that are not permitted signs shall not be considered in determining compliance with spacing requirements. (c) The width of any intersections will be included in the measured distance between signs. This distance is measured in a direct line from the points of intersection of the edges of the main -traveled way. (d) No sign permit shall be issued for a sign to be located on the interstate highway system, which is outside the boundaries of an incorporated municipality and within 500 feet of an interchange, intersection at grade, or rest area. The distance shall be measured along the interstate in the direction leading away from the interchange, intersection at grade, or rest area beginning at the pavement widening of the exit from the main -traveled way, or at the end of pavement widening of the entrance to the main -traveled way. For the purposed of this subsection, all portions of an interchange between the points of pavement widening of the entrance and exit ramps of the same interchange shall be considered part of that interchange. (e) When a sign or proposed sign is, or would be located within the controlled area and visible from any portion of the main - traveled way of more than one highway subject to the jurisdiction of the Department, pursuant to Section 479.07(1), F.S., the sign shall meet the permitting requirements of all highways, and be permitted to the roadway with the stricter controls. (8) Sign Structure Height. The height of a sign structure shall be measured from the elevation of the crown of the main -traveled way to which the sign is permitted to the top of the highest sign face, excluding embellishments. (9) Lighting. Signs shall not be illuminated by flashing, intermittent, or moving lights. Signs shall not be illuminated so that it interferes with the effectiveness of or obscures, an official traffic sign, device, or signal. (10) Changeable messages — Signs may have an automatic changeable facing provided: (a) The static display time for each message is at least six seconds; (b) The time to completely change from one message to the next is a maximum of two seconds or, if messages are displayed digitally, the message must change instantaneously; (c) The change of message occurs simultaneously for the entire sign face; and, (d) All signs with changeable messages shall contain a default design that will ensure no flashing, intermittent message, or any other apparent movement is displayed should a malfunction occur. (11) Outside an incorporated area, signs will not be permitted within 100 feet of the property line of a cemetery, public park, public reservation, public playground, or state or national forest. For schools and churches outside an incorporated area, signs will not be permitted within 100 feet of the outer edges of the primary building or primary building complex when the individual units of the complex are connected by covered walkways. (12) Changes to Roadway Designations. (a) A sign existing at a location which was not previously subject to the permitting requirements of Chapter 479, F.S., and this rule chapter, but has subsequently become subject to the requirements due to changes in the jurisdictional designation of highways, shall be granted a conforming or non -conforming state permit in accordance with the process outlined below: 1. The Department shall conduct an inventory of outdoor advertising signs on the highway section subject to jurisdictional change and, within 60 calendar days of the effective date of the proposed change, advise all affected sign owners and local governments that the change is being considered, the regulatory effect of the change, and when the change may become effective. 2. Upon approval of the jurisdictional change, the Department will provide a second notice to sign owners and local governments advising that the change in jurisdiction has become effective and that sign owners have 30 calendar days from receipt of the second notice to submit an application for a sign permit. 3. When the Department is unable to provide the advance notice referenced in paragraph (a), the Department will advise the affected sign owners that they have 90 calendar days from receipt of the notice, that the change in jurisdiction has become effective and to submit an application for a sign permit. 4. The sign owner shall submit a completed application as provided in above subsection (1) together with all items required pursuant to Section 479.07(3)(b), F.S. The written statement required by Section 479.07(3)(b), F.S., shall be any written document from the appropriate local governmental official indicating compliance with local requirements as of the date of the permit application. A previously issued building permit shall be accepted as the statement from an appropriate local governmental official, except where the local government has provided notice to the sign owner that the sign is illegal or has undertaken action to cause the sign to be removed. When a building permit is submitted as the statement of the local government, the applicant shall certify in the application that the local government has not provided notice that the sign is illegal, and that the local government has taken no action to cause the sign to be removed. If land use information is not provided in accordance with Section 479.024, F.S., but all other permit requirements are met, the Department shall classify the sign as non -conforming upon permit issuance. (b) When a change in the designation of a highway removes that highway from the Department's regulatory jurisdiction, a notice will be provided to all permittees on the affected roadway informing them their sign is no longer subject to the Department's jurisdiction and their permit will not be renewed. (c) When a controlled road, or any portion of a controlled road, is designated as a scenic highway or scenic byway pursuant to Section 335.093, F.S., new permits will not be issued for signs visible from the portion of the highway designated as a scenic highway or byway. (13) Upon Department verification that an application meets the requirements of Chapter 479, F.S., and this rule chapter, the Department will issue an Outdoor Advertising Permit and a permit tag to the applicant. (14) Posting of Tags. The permit tag issued by the Department must be posted at the sign site within 30 calendar days of issuing the sign permit and must remain in place at all times, whether or not a sign has been erected, or a previously erected sign has been removed. If a permit tag is lost, stolen, or destroyed, the permittee must apply to the Department for a replacement tag on Outdoor Advertising Permit Tag Replacement Request, Form 575-070-01, Rev. 06115, incorporated herein by reference, at h!Ws://www.flrules.orp-/Gatewgy-/r—eference.asp?No=Ref-05477 and shall include a replacement fee of $12.00 per tag. (15) Changes made to the Department's inventory, maintained in accordance with Section 479.02(8), F.S., to reflect physical characteristics of a sign or sign facing existing at the time of an inventory update shall not create a waiver or constitute forgiveness of any violation of Chapter 479, F.S. Rulemaking Authority 334.044(2), 479.02(7) FS: Law Implemented 334.044(28), 339.05, 479.02, 479.04, 479.07, 479.106(5), 479.11, 479.24 FS. History -(Formerly part of Rule 14-10.04, Permits; 14-15.05, Right of Way Bureau Operating Procedures), New 3-28-76, Amended 4-21-77, 12- 10-77, 6-26-78, 12-31-78. 1-1-86, Formerly 14-10.04, Amended 7-7-92, 6-28-98, 8-10-99, 8-19-01, 1-25-04, 3-15-05, 12-31-06, 4-2-09, 10-3-10, 1-7-16.