ACCESS AND INGRESS/EGRESS PARKING LICENSE AGREEEMENTACCESS AND INGRESS/EGRESS PARKING LICENSE AGREEMENT
This Access and Ingress/Egress License Agreement (this "Agreement"), dated as of
el ay. -S , 2024 (the "Effective Date"), is made by and between THE CITY OF
CLEARWATER, FLORIDA (the "Licensor"), a Florida municipal corporation, whose mailing
address is P.O. Box 4748, City of Clearwater, FL 33758, and PLDD HARBORVIEW, LLC (the
"Licensee"), a Florida limited liability company, whose mailing address is 3060 Alternate 19
North, Palm Harbor, FL 34683 (collectively the Licensor and the Licensee are the "Parties").
RECITALS
A. Licensor is the fee simple owner of that certain real property located in Clearwater,
Pinellas County, Florida, bearing parcel identification number 16-29-15-43956-000-0010 adjacent
to the Clearwater Main Library and more particularly described on Exhibit A (the "Main Library
Lot").
B. Licensor and The DeNunzio Group, LLC ("DeNunzio") entered into that certain
Development Agreement dated August 4, 2022, as amended (the "Development Agreement"),
whereby Licensor, inter alia, authorized DeNunzio to develop property located at 50 N. Osceola
Avenue, Clearwater, Florida (the "Harborview Site"), as more particularly described on Exhibit
B, which is adjacent to the Main Library Lot.
C. Licensor has subsequently received approval for such development pursuant to
FLD2023-04008, as approved by the Community Development Board on July 18, 2023 and as
amended by that certain minor revision development order dated July 29, 2024, which specifies
the only ingress and egress to the Harborview Site is available through the Main Library Lot.
D. Pursuant to the Development Agreement, Licensor has agreed to grant DeNunzio a
revocable license for access, ingress and egress upon, in, over, across and through the Main Library
Lot, and subject to the terms and conditions of a license agreement to be executed by the Parties.
E. DeNunzio has assigned its interests in the Development Agreement to PLDD
Harborview, LLC, a Special Purpose Entity as defined in the Development Agreement, which shall own
the Harborview Site and be the Licensee under this Agreement.
E. The Development Agreement provides that upon execution of the license
agreement, the license agreement will be considered incorporated by reference into the
Development Agreement.
F. This Agreement will satisfy the requirement for the license agreement set out in the
Development Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1
1. Recitals.
The foregoing recitals are true and correct and are incorporated herein by this reference.
2. Grant of License.
Licensor hereby grants to Licensee, its employees, agents, members, contractors,
customers, invitees, and licensees (collectively, the "Licensee Parties") a revocable license for
the Main Library Lot for the following permitted uses (the "Permitted Uses"):
(a) Access. Licensor hereby grants to the Licensee Parties a revocable license upon,
in, over, across and through the access the library parking area depicted on Exhibit C (the
"Access Area") for the purposes of pedestrian and vehicular access to the Harborview Site
in the manner configured in said Exhibit, together with upon written approval from the City
as described in Paragraph 5: (i) the right to construct improvements needed to make it
suitable for use as a pedestrian and vehicular access, and (ii) the right, but not the
obligation, of maintaining and repairing the Access Area.
(b) Ingress/Egress. Licensor hereby grants to the Licensee Parties a revocable
license upon, in, over, across and through the Main Library Lot for the purposes of
pedestrian and vehicular ingress and egress.
3. Term.
The term of this Agreement (the "Term") shall commence on the Effective Date and shall
continue for a period of thirty (30) years, unless terminated due to a modification or termination
of the Development Agreement or extended pursuant to the terms of this Agreement. Following
the initial 30 -year term, the term of this Agreement shall automatically renew for perpetual
additional ten-year terms for so long as the Harborview Project continues in existence as described
in the Development Agreement. This Agreement may, at the sole discretion of the Licensor,
terminate upon the discontinuance of the Harborview Project.
4. License Fee.
During the Term, Licensee shall not be required to pay to Licensor a license fee or any
other charge for any of the Permitted Uses.
5. Condition of the Main Library Lot; Improvements.
Licensee accepts the Main Library Lot in its "AS IS, WHERE IS" condition and with all
faults, and Licensee agrees that Licensor has made no representations or warranties with respect
to the Main Library Lot or its condition or suitability for the Permitted Use. The License shall in
no way be considered to convey an easement, a leasehold interest, or any other interest in the Main
Library Lot to Licensee. No improvements or alterations may be made by Licensee to the Main
Library Lot without the prior written consent of Licensor, which consent may be in Licensor's
2
reasonable discretion.
6. Permitted Uses; Compliance; Damage.
Licensee shall not occupy or use the Main Library Lot, and shall not permit any portion of
the Main Library Lot to be occupied, altered, improved or used, for any purpose other than the
Permitted Uses. Licensee shall comply with all applicable laws and regulations applicable to
Licensee's use of the Main Library Lot. Licensee shall be responsible, at its sole cost and expense,
for obtaining any necessary permits or other governmental approvals necessary for the Permitted
Uses. Licensee shall repair or replace, or reimburse Licensor for the costs of repairing or replacing,
any damage or injury done to the Main Library Lot by the Licensee Parties, other than normal wear
and tear as a result of the Permitted Uses. This Agreement shall not be construed in any way to permit
the staging of construction or any other kind of equipment at the Main Library Lot.
7. Property at Licensee's Risk.
All vehicles and other property of the Licensee shall be placed or brought on the Main Library
Lot at the sole risk and responsibility of the Licensee, and Licensor shall not be liable for any damage
to or theft of any such vehicles or property, unless caused by Licensor's gross negligence or willful
misconduct. During the Tenn, Licensee may, at its own cost and expense, provide such security as
Licensee deems reasonably appropriate with respect to the Main Library Lot, and Licensor shall have
no obligation to provide a parking attendant or any security whatsoever for the Main Library Lot
during the Term or in connection with the Permitted Uses.
8. Indemnity; Release.
Licensee shall indemnify, defend, and hold harmless Licensor and its agents, employees,
property managers, directors, officers and shareholders, from any and all losses, claims, demands,
rights, payments, damages, actions, causes of action, recoveries, judgments, executions and suits
at law or in equity, of every nature and description whatsoever related to loss of life, bodily or
personal injury, or property damage caused by the Licensee Parties or by the Licensee Parties' use
or occupancy of the Main Library Lot. Licensee has no power to subject, and is expressly
prohibited from subjecting, the Main Library Lot to any lien or claim of lien, and Licensee shall
indemnify, defend and hold harmless Licensor of and from, and will, at its expense, properly
discharge, all claims, demands, damages, lawsuits, liabilities, expenses and costs (including, but
not limited to, all attorneys' fees) for any lien or claim of lien asserted against Licensor or against
the Main Library Lot caused by the Licensee Parties or by the Licensee Parties' use of the Main
Library Lot. The provisions of this paragraph shall survive the expiration, revocation or
termination of the License and the Term.
9. Sovereign Immunity.
Nothing herein shall be construed as consent by the Licensor to be sued by third parties, or
as a waiver or modification of the provisions of Section 768.28, Florida Statutes or the Doctrine
of Sovereign Immunity.
3
10. Notice.
All notices or other communications hereunder shall be in writing and shall be deemed
duly given if addressed and delivered to the respective parties' addresses, as set forth in the initial
paragraph of this Agreement: (a) by hand delivery; (b) by Federal Express or similar overnight
carrier service; or (c) by certified or registered mail, return receipt requested, postage prepaid.
Licensor and Licensee may from time to time by written notice to the other designate another
address for receipt of future notices.
11. Attorneys' Fees.
In the event of any litigation or other judicial action in connection with or arising out of this
Agreement, the License, or the use of the Main Library Lot by the Licensee Parties, the prevailing
party in any such action shall, in addition to all other remedies, be entitled to recover from the non -
prevailing party all costs and expenses of such action, including, but not limited to, all reasonable
attorney's fees and paralegal fees, and court costs.
12. Miscellaneous.
This Agreement constitutes the entire agreement of the parties hereto respecting the subject
matter of this Agreement. No alterations or modifications of this Agreement shall be valid unless
in writing and executed by both parties hereto.
13. Governing Law, Venue.
This Agreement shall be governed by the laws of the State of Florida. The exclusive venue
selected for any proceeding or suit in law or equity arising from or incident to this Agreement will
be Pinellas County, Florida.
14. Counterparts: Facsimile and PDF Signatures.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original instrument, but all such counterparts together shall constitute one and the
same instrument. Signature pages may be detached from the counterparts and attached to a single
copy of this document to physically form one document. Facsimile, portable document format
(PDF), or other electronically submitted copies of this Agreement and the signatures thereon shall
have the same force and effect as if the same were original.
IN WITNESS WHEREOF, the Parties have cause this Agreement to be executed the date
and year first above written.
[Signature Page Follows]
4
Draft — 6-30-2023
(CITY SIGNATURE PAGE]
Licensor and Licensee have executed this Agreement as of the Effective Date.
Countersigned
Bruce Rec
Mayor
Date:
1l
Approved as to Form:
David Margolis
City Attorney
Date: II - s - a. S6
LICENSOR:
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
Jen ( P
City anager
Date: l///9/1)0 tl
Date of Execution: Alvah bJ-, l 9 , 2024
Attest:
Rosemarie Call
City
� y
Date: ` ; vn Y
5
[LICENSEE SIGNATURE PAGE]
LICENSEE:
PLDD Harborview, LLC, a Florida limited liability
company.
By: TDG Manager, LC, a Florida limited liability
comp y, Its
By:
ustin unzio, =ger of TDG Manager,
LLC
Date: /O //cl ZOZ y
STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was ackEtow)e ged before me by means n physical presence or ❑ online
notarization, this (L/ day of (1 C f0 , 2024, by Dustin J. DeNunzio as Manager of TDG
Manager, LLC, a Florida limited liability company, who /is personally known to me or ❑ who has
produced a driver's license as identification.
Signature:
Print name:
My commi,,;
6
Exhibit "A" - Library Lot
REMAINDER OF LOT 4
(NOT INCLUDED)
PORTION OF I I
LOT A (P8 21/74)
VESTED N CITY PER
ORB 2253/74 & 2284/554
ORIGINAL W UNE LOT 5
(PBH 7/19 do Pe 4/10)
W 15' LOT 4 REPLATTED --�
N P8 20/7 &
AGAIN IN Pe 21/74
BOUNDARY ITOF
PROPOSED FAC:
OF WALK EXTENSION
DESCRIPTION
A portion of Lots 4 & 5 of Jeffords and Smoyer'sFirst Addition to the Town of Clearwater, as shown on the plat
recorded in Plat Book 7, page 19 of the PUDIIc Records of Hillsborough County, Florida, of which Pinellas County
was formerly a port; also according to the corrected plot thereof recorded in Plot Book 4, page 10 of the Public
Records of Pinellas County, Florida; AND a portion of Lot A, Sunset Court, as shown on the plat recorded in Plat
Book 21, page 74 of said Public Records of Pinellas County, AND a portion of Lot 5 of Rompon's & Baskin's
Corrected Map of Causeway Business District, as shown on the plat recorded in Plot Book 57, page 1 of said
Public Records of Pinellas County, said portions being more particularly described as follows:
Beginning at the Southeast corner of Lot 5 of said Jeffords and Smoyer's plats; thence N 89' 30'04"W along the
South line of said Lot 5, a distance of 15.00 feet to the Northeast comer of Lot 5 of said Rompon's & Baskin's
plat; thence S 00' 06'32"W along the East line of said Lot 5 of Rompon's & Baskin's plat, o distance
of 7.09 feet; thence N 89' 11'37"W, a distance of 192.69 feet; thence N 00' 43'12"E, a distance
of 84.73 feet; thence S 89' 04'50'E, a distance of 206.79 feet to the East line of said Lot 5 of Jeffords and
Smoyer's plat; thence S 00' 06'32"W along the East line of said Lot 5 of Jeffords and Smoyers plat, a distance
of 77.16 feet to the Point of Beginning.
Containing 17,411 square feet, or 0.39970 acres, more or less.
NOTES
1. THIS IS A SKETCH TO ACCOMPANY A DESCRIPTION AS DEFINED IN CHAPTER
SJ -17.052 OF THE FLORIDA ADMINISTRATIVE CODE AND IS NOT A FIELD SURVEY.
2. BEARINGS SHOWN HEREON ARE BASED ON GRID NORTH. AS REFERENCED TO THE
FLORIDA STATE PLANE COORDINATE SYSTEM, WEST ZONE, AS ESTABUSHED BY
THE NATIONAL OCEAN SERVICES' PROGRAM OFFICE NATIONAL GEODETIC SURVEY
AND THE WEST UNE OF OSCEOLA STREET BEING SOUTH 00'06'32" WEST.
3. COORDINATES SHOWN HEREON ARE REFERENCED TO FLORIDA STATE PLANE
COORDINATES, WEST ZONE, NORTH AMERICAN DATUM OF 1983. 2011
ADJUSTMENT AS ESTABLISHED USING THE FLORIDA DEPARTMENT OF
TRANSPORTATION'S FLORIDA PERMANENT REFERENCE NETWORK OF BASE
STATIONS. THE COORDINATES ARE DISPLAYED IN US SURVEY FEET.
4. THIS DESCRIPTION IS BASED ON THE DIMENSIONS PROVIDED IN A BOUNDARY
SURVEY TITLED "THE CITY OF CLEARWATER'S TITLE IN COACHMAN PARK" AND
OTHER CITY PROPERTIES, PREPARED BY MACSURVEY, INC.. ITS PROJECT
2018-023, AND HAVING A SURVEY DATE OF 11/1/2019.
5. PROPOSED INFORMATION PER STANTEC BULLETIN 1 FILE 00C—D801 DATED
11/12/2021.
W
N
7
8
SUNSET
(30' R/W PER PBH
VACATED PER RES 76—
RENANDER OF LOT 5 (NOT INCLUDED
COURT
7/19 & PB 4/10,
156 ORB 4488/1864)
889'01.'50°E 206.79'
LOT 4, LESS W 1
(PBH 7/19 & PS 4 o
VESTS* N CRY PER
ORB 2253176 * 2284/
134
LOT UNE
BOUNDARY ALONG
PROPOSED BACK
OF',CURB & EXTENSION
LOT 5
(PBH 7/19 & PB 4/10)
N€51,6 IN'; CITY PER
ORB 2,,2165/259; 260, & 262
N0930'04"W 15.00'
PORTION OF LOT 5 (P8 57W -
N8911'37'W 192.69'
NE COR OF LOT 5 (P8 57/1)
$00'06'32'W 7.09'
POINT OF BEGINNING
SE COR OF LOT 5
(PBH 7/19 & P8 4/10)
NLD "MACSURVEY LB 7929"
N=1,321,513.426'
E=397,531.603'
LOT 5 (PB 57/1)
VESTED N CITY PER
De 1003/499
6t
S
SCALE 1.=50'
PRFPNED Fat
City of Clearwater
100 S. Myrtle Avenue
13756
writs
COM
N/A
ERAMII
IB& j 5/31/22
CHECKED
aY 15/31/22
FED e000
N/A
FED DAZE
IIA
LEGEND
COR
DB#/#
ORB#/#
PBH#/#
R/W
N=
= CENTERUNE
= CORNER
= DEED BOOK/PAGE
= OFFICIAL RECORDS BOOK/PAGE
= PLAT BOOK/PAGE
= HILLSBOROUGH PLAT BOOK/PAGE
= RIGHT—OF—WAY
= NORTHING(Y) COORDINATE
= EASTING(X) COORDINATE
Sketch of Description
0.40ac Libra Parkin • Lot Parcel
DATE
Ayr► Mut the Lem
SECTION6 TOWNSHP 29 S.. RANGE 15 E.
Mace 1919
George F. Young, Inc.
Zee OR. WIRD/ umlel MO a. MEET. N. St FEtEI1f01e10, ROMA 317SS
anaFI101E OW -4.117 FAX e171-s1e
o.
0.. • WeINVOIMMON OI51 FAIT lEdd01f1i01f
u$TsmasE AE RA1• 11/11A
r
v
406 N0.
200041015S m
SHEET NO.
1OF1
Exhibit B — Harborview Site
-J
///
///////////%/i ////%//%
EXHIBIT C
ACCESS AREA
OSCEOLA AVENUE
(SS' R/W PER P8 57, PAGE 1)
RIGHT-OF-WAY LINE
EST. UNIT Of
REGRADING/RE S URTACING
ON LIBRARY PARCEL TO
PROVIDE ACCESS TO
SUBGRADE PARKING
PROPOSED LIBRARY
PAVEMENT MARKINGS (TMP.)
ADA SIGNAGE
EX. LIBRARY PAVEMENT
MARKINGS (TO REMAIN TMP.)
<t$1RNG
4IRARY
6' WIDE WHITE (THERMO)
WITH 4' WIDE WHITE
(THERMO) 6' O.C. AT 45'
-33'3---
163 15 Of 24'
WHITE (THERMO)
( R-1 "STOP -
50 -x30-
20 -A20'
OBSTRUC
INCHES
TO BE C
2 STOF
HOTEL LC
EXHIBIT LEGEND
EX. 900K R(T{!AN
ACCESS AREA STR""T tE
--> VEHICULAR FLOW
f A.k.V 17 E F
1
6: YELLOW
ABIT) WITH 4'
YELLOW (PAINT)
AT 45' CROSS
PATTERN 6' O.C.
NORTHERN -
PROPERTY LINE