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HomeMy WebLinkAboutR-2021-096 View Zone Media, LLC Billboard-Sign Reconstruction AgreementRESOLUTION NO.2021-096 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 (THE "AGREEMENT") BETWEEN THE CITY AND VIEW ZONE MEDIA, LLC, ("VIEW ZONE") 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, View Zone Media, LLC, ("View Zone"), a Florida Limited Liability Company, is engaged in the business of constructing, operating and maintaining one or more billboard signs in Broward County, Florida and in particular, a billboard within the City; and WHEREAS, View Zone operates a legally existing, conforming sign structure (the "Existing Sign") in the City on certain real property bearing Folio Number 504220000602, with a street address of with a street address of 7951 Ravenswood Road, Dania Beach, Florida 33316, and is adjacent to I-95 in Dania Beach, Florida (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, View Zone 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 View Zone 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 View Zone desire to enter into this Agreement, establishing the terms and conditions under which View Zone will be permitted to remove the Existing Sign, and to construct and maintain the Replacement Sign; and WHEREAS, the City acknowledges and agrees that View Zone is relying on this Agreement and that View Zone will proceed to remove the Existing Sign and construct the Replacement Sign, which activities will require the expenditure of substantial monies by View Zone, the relinquishment of significant property rights by View Zone or both; and WHEREAS, the City finds and determines that the provisions of this Agreement are in the public interest; and WHEREAS, View Zone 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 #2021-096 PASSED AND ADOPTED on June 22,2021. ATTEST: -�e TAMXRA JAMES MAYOR 3 RESOLUTION #2021-096 BILLBOARD RELOCATION AND RECONSTRUCTION AGREEMENT THIS RELOCATION AND 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 View Zone Media, LLC, ("View Zone"), 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, VIEW ZONE 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, VIEW ZONE owns and operates a legally existing, conforming outdoor advertising sign structure (the "Existing Sign") in the City on certain real property bearing Folio Number 504220000643, as 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 City's LDC or other current statutory requirements; 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 safety, engineering and wind -load requirements; and WHEREAS, VIEW ZONE proposes to remove the Existing Sign and construct one new dual -face monopole billboard (hereinafter, the "Replacement Sign") at a location as is more particularly described in this Agreement utilizing two light -emitting diode (LED) faces, or such other automatic changeable faces as View Zone may elect to utilize from time to time (all such automatic changeable facing, whether now or in existence or developed in the future, hereinafter referred to as the "LED Faces"); and WHEREAS, the City desires to allow VIEW ZONE to remove the Existing Sign and reconstruct the Replacement Sign, pursuant to §70.20, Florida Statutes, and this Agreement; and 4 RESOLUTION #2021-096 WHEREAS, the City and VIEW ZONE desire to enter into this Agreement, establishing the terms and conditions under which VIEW ZONE will be permitted to remove the Existing Sign, and to construct and maintain the Replacement Sign; 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 Replacement Sign will meet all current safety, engineering and wind - load requirements of the LDC and applicable State sign regulations. 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 hereby acknowledged the City and VIEW ZONE 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 Sign. A. Location. The Existing Sign will be removed and the Replacement Sign constructed as one double -face monopole sign structure, utilizing two (2) LED Faces, located on Folio No. 504220000602 as depicted in the site plan attached hereto as Exhibit B (the "New Sign Location"). B. Permits and Construction. VIEW ZONE 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, 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 VIEW ZONE, 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 VIEW ZONE in obtaining any necessary permits, and approvals from the FDOT (or any other State or local agency or department), for the removal of the Existing Sign, the erection and maintenance of the Replacement Sign or both by, among other things, timely executing such forms, applications or other documents as may be required for VIEW ZONE to obtain all such permits or approvals. C. Description. The City and View Zone agree that the size, type, height and location of the Replacement Sign shall be measured pursuant to, and shall 5 RESOLUTION #2021-096 comply with the applicable provisions of, Chapter 479, Florida Statutes, the related Florida Administrative Code provisions and any other applicable FDOT regulations (collectively, the "State Sign Regulations"), and the City Code. Without limiting the generality of the foregoing, View Zone shall have the right to utilize LED facing or any other type of automatic changeable facing permitted by the State Sign Regulations, as they may be amended from time to time. D. Repair and Maintenance. Upon completion, and provided it complies with the applicable provisions of the State Sign Regulations, the Replacement Sign shall, in all respects, be deemed a conforming sign under the City's LDC for the purpose of future operation, maintenance, repair and replacement. E. 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). The change of message shall occur simultaneously for each entire sign face. The Sign shall not emit any sound of any kind and shall not use or release any steam or smoke or any other substance. F. The Replacement Sign will utilize LED or other similar electronic changeable message technology (as may be determined by VIEW ZONE 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 C. There shall be no side -by -side or stacked hillhnnniq G. Compliance with Agreement/Laws. VIEW ZONE 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 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, provided, however, prior to the exercise of any such legal or equitable remedies, the City shall first provide VIEW ZONE 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. VIEW ZONE 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 VIEW ZONE fails to come to completion within a maximum of 120 days, then the City may pursue any and all equitable and legal remedies. 6 RESOLUTION #2021-096 3. Sign Removal. Contemporaneously with the submission of VIEW ZONE's permit application to the City for construction of the Replacement Sign, VIEW ZONE 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. VIEW ZONE shall take down the Existing Sign, remove all sign debris, and dispose of same in accordance with applicable regulations of the City's LDC, prior to or contemporaneous with erection of the Replacement Sign. VIEW ZONE shall have no obligation to dismantle or remove the Existing Sign unless and until it has obtained all necessary permits and approvals from the City and FDOT for construction and maintenance of the Replacement Sign. In the event that VIEW ZONE is unable to obtain all necessary permits and approvals for the construction and maintenance of the Replacement Sign, VIEW ZONE shall be relieved of any obligation under this Agreement to remove the Existing Sign and shall have the right in its sole discretion to reconstruct and retrofit the Existing Sign utilizing LED or other similar electronic changeable message technology (with no action movements in the signage, consistent with paragraphs 2(E) and 2(F)) under the same terms and conditions as in this Agreement or terminate this Agreement upon thirty (30) days' written notice to the City. 4. Relocation Rights. In the event View Zone is not able to construct the Replacement Sign at the New Sign Location or reconstruct the Existing Sign at its current location, the City and View Zone shall immediately mutually agree to an alternate location which complies with City regulations on Outdoor Advertising Signs in effect at the time the Existing Billboard was originally permitted and constructed as to zoning and land use. Such agreement shall not be unreasonably delayed or withheld, may not be further conditioned, and shall not require an amendment to this Agreement. 5. Indemnity. View Zone agrees to indemnify the City from any lawsuit, and shall defend with counsel selected by View Zone and approved by the City (which approval shall not be unreasonably withheld), and hold the City, its officers and employees harmless against any claim asserted by an affected property owner arising from the reconstruction or removal of the Existing Sign after the date of, and pursuant to, this Agreement. Additionally, in the event of litigation or an administrative proceeding concerning the validity or enforceability of this Agreement brought by any third party, View Zone shall indemnify and hold the City, its officers and employees harmless from any such litigation or administrative proceeding and shall defend with counsel selected by View Zone and approved by the City, which approval shall not be unreasonably withheld. In the event a 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 promptly notify View Zone of such challenge; but in any event the City shall notify no later than 10 business days after the date the City first learns of any such challenge. The City shall not voluntarily join or assist such third party challenge in any fashion, nor shall the City take any position adverse to View Zone, the validity of this Agreement (or any portion thereof) or any rights of View Zone hereunder. The City will cooperate and reasonably assist View Zone in opposing any such third party challenge. In the event any of View Zone's rights under this Agreement are impaired by virtue or as a result of any such third party challenge, View Zone shall have the right, in its sole discretion, to remove the 7 RESOLUTION #2021-096 Replacement Sign (or either face thereof) in resolution of such challenge, in which event View Zone shall be relieved of any future payment obligations to the City under this Agreement with respect to the Replacement Sign or sign face removed. 6. Pam. In order to offset the expense to the City of negotiating, adopting and implementing this Agreement, and in consideration for the opportunity for View Zone to relocate, reconstruct the Existing Sign or both, View Zone agrees to pay the City as follows: (i) All required and customary City building permit fees; and (ii) Annual payments in the amount of Five Thousand and 00/100 Dollars ($5,000.00) for each LED Face of the Replacement Sign, for a total of Ten Thousand and 00/100 Dollars ($10,000.00) for the Replacement Sign (the "Annual Fee"), so long as each such sign face remains installed and operational. The first such annual payment(s) shall be paid within thirty (30) days after the issuance of all required State and local permits for the construction, installation and operation of Replacement Sign. Thereafter, View Zone shall pay the City $5,000.00 annually per LED sign face on or before the anniversary of the first such payment. Except as expressly provided in this Agreement, View Zone shall not have any additional or further obligation for payment of any fees, costs or expenses to the City for the right to erect, operate and maintain the Replacement Sign. 7. Non -Monetary Consideration. In addition to the financial payments set forth in Paragraph 6 above, View Zone further agrees as follows: (a) View Zone will make the Replacement Sign available for the dissemination of public service information as follows: (i) during times of declared weather emergencies affecting the City, View Zone will make the Replacement Sign available 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 applicable governmental agency/agencies; and (ii) View Zone will make the Replacement Sign available 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; (b) On a space available basis, View Zone 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 and shall not include the names or logos of any third -party businesses or sponsors. If after posting a City Announcement any third party asserts that said announcement is defamatory or infringes on any copyright, trademark, or other intellectual property or privacy right, or if adverse publicity results therefrom, View Zone 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 8 RESOLUTION #2021-096 announcements may be removed by View Zone in the event that space so occupied by City Announcements is leased or rented to third parties by View Zone. The City shall be responsible, at its sole cost, for providing View Zone with approved public service announcement copy, which may be updated by the City at any time, and which shall be in such format as designated by View Zone from time to time. The City shall be responsible for providing View Zone with such copy at least thirty (30) days prior to the date of requested publication. (c) On a space available basis, View Zone will allow not -for -profit entities located or operating within the City to post announcements advertising projects or events taking place within the City or communicating/promoting the not -for -profit's mission The (the "Non Profit Announcements"). To be eligible to participate in this program the not -for -profit must provide View Zone with written confirmation from the City that the not -for -profit and the program or event sought to be promoted satisfies the requirements set forth above. Any such Non Profit Announcements shall be strictly for the benefit of the subject Non Profit and shall not include the names or logos of any third -party businesses or sponsors. If after posting a Non Profit Announcement any third party asserts that said announcement is defamatory or infringes on any copyright, trademark, or other intellectual property or privacy right, or if adverse publicity results therefrom, View Zone shall have the right to remove the Non Profit Announcement, and to discontinue the display of Non Profit Announcements from the subject Non Profit until such time as the subject Non Profit shall supply a new, or designate a previous, Non Profit Announcement. Any such Non Profit Announcements may be removed by View Zone in the event that space so occupied by Non Profit Announcement is leased or rented to third parties by View Zone. The Non Profit shall be responsible, at its sole cost, for providing View Zone with approved copy, which may be updated by the City at any time, and which shall be in such format as designated by View Zone from time to time. The Non Profit shall be responsible for providing View Zone with such copy at least thirty (30) days prior to the date of requested publication. 8. Additional Nonmonetary Incentives. VIEW ZONE 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 VIEW ZONE of written notice from the City. 9. 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 to the date, 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. 10. 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 parry fails to enforce its respective rights under this Agreement or 9 RESOLUTION #2021-096 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. 11. 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: Cam: Ana M. Garcia, ICMA-CM City Manager City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, Florida 33004 Copies to: Thomas J. Ansbro City Attorney City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, Florida 33004 VTF.W ZONF.- View Zone Media LLC 980 North Federal Highway Suite 110 Boca Raton, FL 33432 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. 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) 10 RESOLUTION #2021-096 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 parry 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 parry from initiating or pursuing legal action based on the other parry'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 parry 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. 11. Controlling Law and Venue, Jua 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. The burdens of this Agreement shall be binding upon and the benefits of this Agreements shall inure to, all successors in interest to the parties to this Agreement. View Zone shall not assign this Agreement, or any part thereof, to any third party without the prior written approval of the City, which approval shall not be 11 RESOLUTION #2021-096 unreasonably withheld or delayed. Notwithstanding the foregoing, View Zone may freely assign, without prior City approval, this Agreement, or any rights of View Zone hereunder, to an entity that controls, is controlled by or under common control with View Zone, or to a party who purchases title to the subject Replacement Sign, or either of them. In the event of any such assignment, the assignee(s) shall execute an agreement to be bound by the terms and conditions of this Agreement. Nothing contained herein shall preclude View Zone from collaterally assigning its interests under this Agreement to an established financial institution as, and part of, a bona fide loan transaction. 15. 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. 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 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 VIEW ZONE, 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. It is the intent of the parties hereto that the term of this Agreement be perpetual, subject only to the termination rights expressly set forth herein. In the event that it is determined by a court of competent jurisdiction that a perpetual term is unlawful, then the parties intend for the term to be ninety-nine (99) years. View Zone shall have the right to terminate this Agreement at any time upon providing the City thirty (30) days prior written notice, and permanently dismantling and removing the Replacement Sign. Upon the effective date of any termination of this Agreement, the Replacement Sign shall be removed and the parties shall be relieved of any further obligations under this Agreement. 20. Present and Future Billboard Regulations. View Zone shall comply with and be bound by all State and federal regulations governing the construction, operation and maintenance of the Replacement Sign. View Zone shall similarly comply with and be bound by all applicable City sign regulations regarding Billboard Signs, to the extent that said sign regulations are not inconsistent with the provisions of this Agreement and do not materially impair View Zone's rights hereunder. Should the City amend its LDC or other applicable sign code provisions to permit the erection and maintenance of LED or 12 RESOLUTION #2021-096 other automatic changeable message facing billboards on terms more favorable (in View Zone's sole opinion) than those set forth herein, View Zone shall have the right to terminate this Agreement upon thirty (30) days written notice and elect to instead be governed by and comply with the terms of the amended LDC. The City acknowledges and agrees that the Existing Sign listed on Exhibit "A" is a legally conforming billboard under the City Code (the "Legal Conforming Billboard"). SIGNATURES APPEAR ON FOLLOW PAGES 13 RESOLUTION #2021-096 IN WITNESS of the foregoing, the parties have executed this Agreement on , 2021. ATTEST: THOMAS SCHNEIDER, CMC CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: THOMAS J. ANSBRO CITY ATTORNEY CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation TAMARA JAMES MAYOR ANA M. GARCIA, ICMA-CM CITY MANAGER 14 RESOLUTION #2021-096 WITNESSES: Signature PRINT Name Signature PRINT Name STATE OF FLORIDA) COUNTY OF BROWARD) VIEW ZONE MEDIA, LLC a Florida limited liability company Signature PRINT Name Manager Title Dated: 2021 The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, on , 2021, by , as Manager of View Zone Media, LLC, a Florida limited liability company, on behalf of the Company. She/He is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Print Name 15 RESOLUTION #2021-096