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Interoffice Memorandum
SEE MINUTES
.EOR MOTiON
AUG 2 0,2013 NPltf\S
GOVERNMENT
FLORIDA
August 5, 2013
TO:
Mayor Teresa Jacobs
-ANDCounty Commissioners
FROM:
Jon Weiss, P.E. Director
Community Environmental & Development Services Department
SUBJECT:
August 20, 2013- Consent Agenda
Hickman Billboard Agreement - Proposed Second Amendment
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On June 18, 2013, the Board approved a first amendment to an agreement
approved on August 8, 2000, related to an existing billboard within the Vineland
Pointe Planned Development (PD) (original agreement and amendment
attached). Essentially, the amendment extended the term of the billboard which
was to have expired in June 2013. The billboard is located on the east side of
Interstate 4, south of Lake Willis in District #1. This amendment was between
Orange County and Impact Communications of Central Florida II, Inc., the
billboard company. It did not include the Vineland Pointe Property owner.
However, the property owner (Carter-Vineland Pointe, LLLP) now wishes to
include a joinder and consent to the agreement through a proposed Second
Amendment. County Staff and Impact Communications concur with this request.
Note, also scheduled for August 20, 2013 is a public hearing on a substantial
change request for Vineland-Pointe PD related to the billboard. This consent item
will be pulled and considered with the PD land use hearing.
Action Requested:
Attachments
Approval of Second Amendment to
Agreement dated as of August 14, 2000 and
Amended June 6, 2013 by and between
Orange County, Florida and Impact
Communications of Central Florida II, Inc.
District 1.
m'PROVE!l -BY ORANGE COUNlY BOAf{O
OF COUNTY. COMM,SSIONEflS
AUG J .ft 2013 tif)~
Second Amendment
to
Agreement dated as of August 14, 2000
and Amended June 18,2013
Orange County, Florida
and
Impact Communications of Central Florida II, Inc.
THIS SECOND AMENDMENT (the ''Second Amendment") to that certain Agreement
dated as of August 14, 2000 (the "Original Agreement") as amended by Amendment to
Agreement dated June 6, 2013 and approved by the Orange County Board of County
Commissioners on June 18, 2013 (the ''First Amendment" and tol?.._e,t!~r with the Original
Agreement the "Agreement"), is entered into as of the ___ day ch'Uti J 0 28132013, by
Orange County, Florida, a chatter county and a political subdivision of the State of Florida
("County") and Impact Communications of Central Florida II, Inc., a Florida corporation
("Impact").
WHEREAS, in 2000, Impact removed three billboards from property abutting I-4 in
southwest Orange County known as the Hickman Planned Development (now the Vineland
Pointe PD) and replaced them with one billboard, all pursuant to the Original Agreement entered
into by Orange County and Impact, as well as the property owner; and
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WHEREAS, the Original Agreement had a tem1 ending June l. 2013, at which point the
Original Agreement required Impact to remove the billboard; and
WHEREAS, pursuant to the First Amendment the County and Impact amended the
to allow Impact to continue operating the billboard on the Property (as defined
below) until June 1, 2038; and ·
Agreement
WHEI~EAS, Carter-Vineland Pointe, LLLP, a Florida limited liability limited
partnership (the "Current Property Owner") owns the property upon which the billboard is
located (the ''Property"); and
WHEREAS, County and Impact now intend to further amend the Agreement to include a
joinder and consent of the Current Property Owner to the Agreement, as amended by this Second
Amendment, and to contirm and acknowledge c~rtain rights of the Current Property Owner
thereunder.
NOW THEREFORE, the parties amend the Agreement as follows:
I.
The Current Property Owner executes this Second Amendment in its cupacity as
owner of the Property to join in and consent to the terms and conditions of the Agreement, as
an1cnded by this Second Amendment.
0038902\15<J02t\f52137Rvl
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2.
The Current Property Owner is a third party beneficiary of the Agreement, as
amended by this Second Amendment, and shall be entitled to enforce the rights and perform the
obligations of Impact under the Agreement in the event Impact fails to enforce or perform same.
In addition, Current Property Owner's written joinder shall be required for any modification to or
termination of the Agreement or any assignment, transfer or relocation of any rights to operate or
maintain a billboard on the Property pursuant to the Agreement.
3.
County and Impact shall provide copies of all notices they deliver pursuant to the
Agreement to Current Property Owner. The address for all such notices to be delivered to
Current Property Owner pursuant to Paragraph 7 of the Agreement is as follows:
Carter-Vineland Pointe, LLLP
c/o Maury L. Carter & Associates, Inc.
3333 S. Orange Avenue, Suite 200
Orlando, FL 32806-8500
Attn: Daryl M. Carter
Telecopy: (407) 422-3155
Lowndes, Drosdick, Doster, Kantor & Reed, P .A.
215 North Eola Drive
Orlando, FL 32801
Attn: Aaron Gorovitz
Telecopy: 407-843-4444
With copy to:
as same may be modified by written notice by Current Property Owner to County and Impact.
4.
The Agreement, as amended by this Second Amendment, shall be binding upon
and inure to the benefit of County, Impact and Current Property Owner and their respective
successors and assigns.
5.
confirmed.
All other provisions of the Agreement remain unchanged and are ratified and
6.
Paragraph 4 of the First Amendment provides that, if the County's Development
Review Commitment ("DRC") determines that approval of the First Amendment constitutes a
substantial change to the development order for the Vineland Pointe Planned Development
approved by the Board of County Commissioners on April 19, 2005, and if the Board of County
Commissioners then votes at a public hearing not to approve the substantial change, then the
First Amendment shall be deemed rescinded and terminated without further action by the parties
hereto. This shall confirm that, in the event the First Amendment is rescinded and terminated
pursuant to Paragraph 4 thereof, this Second Amendment shall be likewise rescinded and
terminated without further action by the parties hereto.
7.
Notwithstanding the effective date of this Second Amendment, the Agreement, as
amended here, continues to constitute "[a] written agreement existing prior to the effective date
of [Section 70.20, Florida Statutes]," as described in Section 70.20(11 ), Florida Statutes.
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0038902\159021 \1521378v1
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date shown above.
CARTER-VINELAND POINTE, LLLP, a
Florida limited liability limited partnership
By:
IMPACT COMMUNICATIONS OF
CENTRAL FLORIDA II, INC., a
Florida cor oration
Carter-Vineland Management, Inc., a
Florida corporat'on,its General Partner
B~-L-
·Frances R. Sirianni, President
ATTEST:
ORANGE COUNTY, FLORIDA
By: Board f County Commissioners
Title:. _ _ _ _ _ _ _ _ __
ATIEST:
Martha 0. Haynie, Orange County Comptroller,
as Clerk of the Board of County Commissioners
By:
[lid~
DeputyCleJl
0038902\159021\JS21378vl
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APPROVED
BY
01
ORANGE COUNTY BOARD
~Ml'Y
COMMISSIONERS
. JUtf 1 8 20 13 C.As lf\W
Amendment
to
Agreement dated as of August 14,2000
Orange County, Florida
and
Impact Communications of Central Florida II, Inc.
TIDS AMENDMENT to that certain Agreeme~ of August 14, 2000
("Agreement"), is entered into as of the _fL day of
, 2013, by Orange
County, Florida, a charter county and a political subdiyj~ion of the State of Florida ("County'')
and Impact Communications of Central Florida II, Inc., a Florida corporation ("Impact").
WHEREAS, in 2000, Impact removed three billboards from property abutting I-4 in
southwest Orange County known as the Hickman Planned Development (now the Vineland
Pointe PD) and replaced them with one billboard, all pursuant to the Agreement entered into by
Orange County and Impact, as well as the property owner; and
WHEREAS, the Agreement had a term ending June I, 2013, at which point the
Agreement required Impact to remove the billboard; and
WHEREAS, the County and Impact now intend to amend the Agreement to allow
Impact to continue operating its billboard for an additional period.
NOW THEREFORE, the parties amend the Agreement as follows:
1.
Subparagraph 3(b) of the Agreement is revised to read as follows: "For purposes
hereof, 'Term' shall mean a period beginning on the date hereof and continuing until June 1,
2038."
2.
confirmed.
All other provisions of the Agreement remain unchanged and are ratified and
3.
Based on representations made by Impact to the County, representations on which
the County has relied, nothing in either the Agreement or this Amendment affects or diminishes
the rights and obligations of the current or any future owner of the Property (as defined in the
Agreement) under any existing contracts between Impact and such owner or owners of the
Property, including the Agreement.
4.
This Amendment takes effect as of the date above. However, if the County's
Development Review Committee ("DRC") determines that approval of this Amendment
constitutes a substantial change to the development order for the Vineland Pointe Planned
Development approved by the Board of County Commissioners on Aprill9, 2005, and ifthe
.
'
Board of County Commissioners then votes at a public hearing not to approve the substantial
change, then this Amendment shall be deemed rescinded and terminated without further action
by the parties hereto.
5.
Notwithstanding the effective date of this Amendment, this Agreement, as
amended here, continues to constitute "[a] written agreement existing prior to the effective date
of [Section 70.20, Florida Statutes]," as described in Section 70.20(11 ), Florida Statutes.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date shown above.
IMPACT COMMUNICATIONS OF CENTRAL
FLORIDA II, INC.
By:
~~-~
~. ·7/L&/,~ ~_/-gL--·
Frances R. Sirianni, President
ORANGE COUNTY, FLORIDA
By: Board of County Commissioners
AITEST:
Martha 0. Hayne, Orange County Comptroller,
as Clerk of the Board of County Commissioners
By:
&a~
Deputy clfrk
s:\jprinseH\agrcnt\impact communications i·4 billboard agreement- amendment- 06-0S-lJ.doc"
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APPROVED
BY ORANGE COUNTY BOARD
OE COUNTY.
~IIG
08
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COMMISS~ERS
200Q
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EXIJ.iiBIT "G"
AGREEMENT
THIS AGREEMENT (the "Agreement.,'} is entered into as of the
day of ~
· 2000, by nnd among ANDRE FRANCOIS HICKMAN and HAROLD A. MILLER
CoTrustees of lhe James W. Hickman Marital Trust Under Agreement Article vni ("Trust..), with an
address of Post Office Box 1618, Maitland, Florida 32794-1618, IMPACT
COMMUNICATIONS 01«' CENTRAL FI.ORlDA U. JNC., a Florida corporation ("Impact•'),
with au address of 1712 Demetreo Drive, Winter Park, Florida 32789, and ORANGE
COUNTY," FI.ORIDA, a political subdivision of the State of Florida ('·County"). with an
address of201 S. Rosalind Avenue, Orlando, Florida 32801.
_i:/_
WITNESSETH:
WHEREAS, Trust is the Owner of certain real property located in Orange County,
Florida fronting ori Interstate 4 (the "Property''), which Property is more particulady described
on Exhibit "A'' attached hereto and incorporated herein by this reference;
WHEREAS, there currently exist three (3) billboards on the Property (the "Existing
Billboards");
WHEREAS, Impact is in the business of developing, constructing and operating outdoor
billboard advertising;
WHEREAS, Impact and Trust have agreed in part, that upon the lawful removal of the
Existing Billboards and subject to the tenns and conditions set forth in that certain Easement
Agreement between Impact and Trust, Impact may construct a single pole billboard, comprised
of permanent double sided 14' x 48' facing, eitheT side of which may also be a rotating tri-vision
or backlit face (the ..Billboard..) to be located on ari approximately 10' .x 40' portion of the
Property fronting along Interstate 4 (the "Site");
WHEREAS, County has agreed to r,rant to Impact all necessary approvals and pem1its
for the construction and operntion of the Billboard, and to permit the construction and operation
of the Billboard for a limited period of time subject to the prior removal of the Existing
Billboards; and
·
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WliEREAS, all the parties hereto desire to set forth more fully tho tcnns of their
agreement.
NOW, THER.Ell'ORE. in consideration of the m~tual promises herein contained and
other good and valuable consideration, the TCccipt and sufficiency or which are hereby
acknowledged, the parties agree to a5 follows:
1.
RF..ClTALS. The foregoing recitals arc true and correct and are expressly
incorporated herein by this reference.
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2.
CONDITION PRECEDENT. It shall be a condition precedent to the
construction of the Billboard on the Site tl1at the rights of the owners of lhc Existing Billboards
shall have expired or otherwise been terminated and the Existing Billboards removed from tl1c
'Property.
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·3.
BILLBOARD AfPROVAI •.
. (a)
County hereby agrees to grant and issue to Impact any and all pcnnilS and
approvals necessary for Impact to construct and operate lhe Billboard for the Tcnn (as defined in
paragraph 2(b) below), including in particular, but without limitation~ building permits and
approvals required for submission to the Florida Department of Transportation; provided,
however, the issu3.ncc of any building permits is conditioned upon Impact's con1pliancc with the
applicable provisions of the Ora11ge County Code (the ..Code") as to any required submittals lo
receive a building permit for the Billboard.
(b)
For purposes hereof, "Term" shall mean a period .beginning on the date
hereof and continuing for twelve (12) years following the completion of construction of the
Billboard on the Site or until June 1, 2013. whichever is earlier.
4.
VESTING OF BILLBOARD.
The County hereby· acknowledges that
throughout the Tenn. the 'aillboard shall be vested for all purposes and deemed a perinittcd and
allowed sign as contemplated by Chapter 31.5 (the ..Sign Ordinance") of the Code and other
relevant sections of the Code, as same may be amended or replaced from time to time.
Accordingly, except as provided herein, aU of the rights and obligations concerning the
Billboard, including the future alteration~ relocation or placement of the Billboanl, shall be
governed by the Sign Ordinance, unless othc!Wise provided through agreement or through
revision of tltc Code; provided, however, Impact may replace, reconstruct. maintain a11d repair
the BH1boar'<l during the Term.
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S.
REMOVAL OF BILLBOARD. The parties agree that within thirty (30) days
following the expiration ofthe Term, the Billboard shall be removed from the Property and no
olher outdoor advertising structures may be constructed on the Property, unless permitted at such
time by applicable govcrrunenla1 authorities.
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6..
SEYERABJI ..ITY. If any provision of this Agreement or the application lhen.'Df
to any person or circumstances shall, for any reason, and to any extent~ be invalid o-r enforceable,
the remainder of this Agreement and the application of such provision to other person or
circumstances shall not be affected thereby. but rather shall be enforced to the greatest extent
permitted by law.
7.
NOTICES. All notices. demands, requests, consents, approvals and other
communications required or pc.mnilled hereunder will be in writing and will be conclusively
deemed to have been roccivcd. by a party hereto to be effCGlivc if delivered pcrsona1ly to such
party. or sent by telex, telecopy (followed by written confirmation, or other telegraphic means),
or by ovemight courier se-Nicc, or by certified or registered mail, return receipt requested,
postage pre-paid, addressed to such party at the addresses set forth below or to such other
acldrcss as any party may give to the other :in writing for su~h puJposcs:
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Andre Francois mclanan
Harold A. Miller
Post Office Box 1618
Maitland, Florida 32794-1618
Co-Trustees of the J~es W. Hickman
Marital Trust Onder Agreement Article VTII
Trust:
With a copy to:
Impact:
With acopyto:
As to County:
With a copy to: .
·sobering, White & Luczak, P.A.
201 Soulh Orange Avenue, Suite 1000
Orlando, Florida 32801
Attn: Robert B. White, Jr.
Telephone: (407) 425-4305
Fax: (407) 425-4304
Impact Communications. of
Central Florida 11, Inc.
1712 Demctrec Drive
Winter Park. Florida 32789
Attn: FranceS R. Sirianni, President
Telephone: (407) 645-2155
Fax: (407) 628-1511
Broad and Cassel
390 N. Orange Avenue
Suite 1100
Orlando, Florida 32801
Attn: DouglaS E. Starcher, P .A.
Telephone: (407) 839-4200
Fax: (407) 425-8377
County Administrator
Orange County, Florida
Post Office Box 1393
Orlando, Florida 32802
Telephone: (407) 316·3800
Fax: (407) 836-7399
County Attorney
Orange County, Florida
201 South Rosalind Avenue ·
Post Office Box 1393
Orlando, Florida 32802
Telephone: (407) 836-7320
F~: (407) 836-5888 .
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8.
ATTORNEYS' FEES. Jn the event of a dispute herctmder or of any action to
interpret or enforce th.is Agreement, any provision hereof or any matter arising he:refrom, the
prevailing parties shall be entitled to recover its reasonable costs, fees and expenses, including.
but not limited to, witness fees, expert fees, consu)ling fees, attorney fees, patalegal and legal
assi st:ant fees, costs and expenses .and other professional fees, costs and expenses whcthc;r sui l be
brought or not and whether in settlement, in any declaratory action, at trial or ou appeal.
9.
COST AND EXPENSES. Ea.ch party sha11 bear its own costs .and expenses,
including, but not limited to, attorneys fees and costs, arising from the matters contained in this
Agreement
JN WrJ;'NF.SS WIIF:REO!o"', the parties have executed this Agreement as of the date shown
above.
WITNESSES:
"Jmpact"
lMPAcr COMMUNICATIONS OF CENTRAL
FJ.ORIDA TI, lNC., a Florida corporation
L~~
Frances R. Sirianni. President
WITNESSES:
JAMES W. IDCKMAN MARITAL TRUST
UNDER AGREEMENT ARTICLE VUI
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"County"
ORANGE COUNTY, FJ. . ORIDA
By: Board of County Cotnmissioncrs
ATTF.ST:
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