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INGRESS/EGRESS AND PARKING LICENSE AGREEMENTINGRESS/EGRESS AND PARKING LICENSE AGREEMENT This INGRESS/EGRESS AND PARKING LICENSE AGREEMENT (this "Agreement"), being signed this 02 day of February , 2026 (the "Effective Date"), is entered into by and between the CITY OF CLEARWATER, FLORIDA ("Licensor"), a Florida municipal corporation, whose mailing address is P.O. Box 4748, City of Clearwater, FL 33758, and MOSS & ASSOCIATES, LLC ("Licensee"), a Florida limited liability company, whose mailing address is 6363 NW 6th Way, Fort Lauderdale, Florida 33309-- (collectively, Licensor and 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 numbers: 16-29-15-00000-130-0500, 16-29- 15-00000-130-0600, 16-29-15-00000-130-0700, and 16-29-15-00000-130-0800, collectively referred to as the "City Lot". B. Moss & Associates, LLC has been selected as the Contractor to construct certain improvements associated with a Development Agreement dated August 4, 2022 as amended by that certain First Amendment to Development Agreement dated June 16, 2024 (the "Development Agreement"), whereby Licensor, inter alia, authorized development of property located at 150 S. Osceola Avenue, Clearwater, Florida (the "Old City Hall Site"). C. Development of the Old City Hall Site has been approved by a Development Order, and the City wishes to assist in developing an efficient logistical plan that facilitates construction in an economical way while minimizing disruptions in the downtown core. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties agree as follows: 1. Recitals. The above recitals are true and correct and are a part of this Agreement. 2. Grant of License. a. Licensed Premises. Licensor hereby grants to Licensee, its employees, agents, members, contractors, customers, invitees, and other sub -licensees (collectively, the "Licensee") a revocable license for a portion of the City Lot as more particularly described in Exhibit A, attached hereto and made a part hereof. Specific areas of authorized use within the City Lot depicted on Exhibit A as Moss Staging Area, Office Area, and Management and Employee Parking Areas are referred to herein as the "Licensed Premises". b. Access. Licensor grants Licensee a revocable right of access in, over, across, and through the City Lot for the purposes of pedestrian and vehicular traffic as needed to access the Licensed Premises. Construction staging, temporary structures, and storage of other logistical assets for the support of construction on the Old City Hall Site shall remain within the Licensed Premises only. All access to the City Lot and use of the adjacent roadways and sidewalks shall be in accordance with approved permits. Any amendment or material change to the Licensee's maintenance of traffic plan or other plans submitted as part of the approved permits, shall be resubmitted through a permit modification request and is subject to City approval in the City's sole discretion. The City retains the right to revoke or modify permits consistent with the applicable laws, regulations, and City policies. c. Use. Licensee shall use the Licensed Premises only for the permitted uses described herein, and in compliance with all applicable laws, regulations, and City Code requirements, including all posted rules, markings, and instructions applicable to the Licensed Premises or other City parking facilities as applicable, along with any temporary reconfigurations implemented by Licensor for public safety or other access needs. d. License Only. This Agreement creates a revocable license only; it is not, and shall not be construed as, a lease, easement, or other real property interest. Nor shall it be construed as any other approval or permit. 3. Term. Licensor may revoke this License, in whole or in part, for any reason or no reason, upon thirty (30) days' prior written notice to Licensee. This License shall automatically expire on August 1, 2028, unless earlier terminated as provided herein. 4. License Fee. a. Base License Fee. The base fee for this License shall be $750.00 per month, due and payable, prior to entry, and subsequently on the first day of each applicable month or on a schedule mutually agreed to in writing by both parties. b. Manner of Payment. All amounts are payable without setoff or deduction, in lawful U.S. currency, to Licensor at the following address: CITY OF CLEARWATER, FLORIDA, Attention: Parking System PO Box 4748, Clearwater, FL 33758 Reference: "Moss City Lot License — 303 Pierce St. (include payment dates)" The reference shall be adjusted as necessary to account for the frequency of payments made. 5. Improvements. a. No warranties. Discretionary Approval. The Licensor makes no warranties or assurances regarding the fitness of the Licensed Premises for the Licensee's intended use. The Licensee accepts the property as -is, where -is. No improvements or alterations may be made by Licensee to the Licensed Premises without Licensor's prior written consent, which may be granted or withheld in Licensor's sole discretion. b. Inspection. Prior to mobilization, Licensee shall perform and submit a comprehensive pre -construction video survey documenting existing conditions of all areas used for laydown, parking, staging, or any area impacted by construction. Licensee shall be fully responsible for restoring any areas damaged and impacted during the course of construction to an equal or better condition than prior to use at Licensee's own expense based on the pre -construction inspection. c. Permits Required. Licensee shall obtain, at its sole cost, all permits and approvals required for its work and use, including right-of-way, trailer installation permits, as applicable, and any tree removal permits with the associated replacement plan as required, each in accordance with applicable codes and City procedures. d. No City Costs. Licensee shall be solely responsible for all costs of its use, occupancy, or work on or relating to the Licensed Premises; no costs shall be borne by Licensor. e. Fencing. Licensee shall be responsible for creating ingress and egress to its laydown area, as well as any necessary fencing, and for repairing and replacing impacted portions of existing perimeter fence, to a condition equal to or better than immediately prior to establishing use of the lot. Licensee shall carefully remove any fencing in a manner so as to be repurposed by the Parks and Recreation Department. f. Tree Protection. Licensee may remove trees only with prior approval from a City - designated arborist. The large centrally located oak tree on site must be protected using the current best management practices for tree protection; no structures or storage of items is permitted within the preserved tree's drip line. If a City arborist determines that the preserved tree has been damaged beyond repair by actions of the Licensee, then the Licensee shall compensate the City's tree trust fund in the amount specified by City Code. g. Grading and Slope. Licensee may adjust the existing slope of the lot to accommodate a permanent pedestrian sidewalk, at its sole cost, and shall conduct a slope stability analysis with engineering calculations for review through the customary permitting process applicable to such construction. No additional grading, regrading, or alteration of the Site shall be permitted. h. Pedestrian and Sidewalk Access; Approvals. All pedestrian and sidewalk access plans affecting or relating to the Licensed Premises shall be submitted to the City for approval in the City's sole discretion. Any pedestrian routing or detours shall be approved by the designated City official in writing. i. Adjacent improvements. The area of Coachman Park impacted by construction at the Old City Hall Site consists of the grass embankment area. This area is proposed to be utilized as a haul road, and shall be fully restored to its current condition in accordance with all applicable City Standards and Specifications upon completion of the project. Any sabal palms removed, damaged, or otherwise impacted as a result of the work are to be replaced with crepe myrtles or an as -equal, alternative tree species as approved in writing by the City Parks and Recreation Department. New ADA Sidewalk. Licensee shall construct a new ADA -compliant sidewalk along the south side of Pierce Street providing adequate detour to pedestrian traffic leading into to Coachman Park. The sidewalk shall be a permanent installation meeting current City standards. Upon completion of the construction project at Old City Hall Site, the City may accept the ownership and maintenance responsibilities of said sidewalk. In the event the sidewalk is damaged during construction, Licensee shall repair the same along with Licensee's site restoration obligations.. k. Coordination with City Projects, Events, and Other Stakeholders. Licensee shall coordinate in good faith with the City's contractors regarding construction logistics for the Osceola Parking Garage and Osceola Corridor Improvements. Licensee shall minimize to the greatest extent possible any obstruction to the right of way to ensure sufficient access for Pierce 100 residents and other patrons of the City Lot, the Marina and Coachman Park. No road closure or other significant obstruction of the right-of-way shall occur without the City's approval through the right-of-way permit process. The City reserves the right to revoke any approval related to the right of way in its sole discretion and may immediately revoke this License in the event Licensee fails to ensure sufficient access or comply with conditions of right of way permits. 1. Road Closures. Any closures or material obstructions along Osceola Avenue that overlap with the Osceola Corridor Improvement Project shall be closely coordinated with the Osceola Corridor Improvement Project's contractor, the City's designated project manager, and the Transportation Division. The Licensor shall provide all schedules, closure plans, and related updates necessary to ensure full coordination and avoid all impacts to city's project. The Licensor may revoke this License in the event Licensee obstructs the right of way without the proper approval. m. Future Access Adjustments. City may require reasonable access accommodations and adjustments in the future in consideration of multiple projects and potential road realignments, including but not limited to utility tie-ins or excavation work; Licensee shall comply with such requirements. 6. Maintenance and Restoration a. Obligation to Maintain. Licensee shall maintain the Licensed Premises in a safe and orderly condition, and shall promptly repair or replace, at their sole cost, any damage to the Licensed Premises caused by Licensee or the Licensee's invitees, ordinary wear and tear excepted. b. Notice of Damage. If Licensor notifies Licensee of conditions that require repair, the Licensee shall promptly respond by making the repair or providing the Licensor with a corrective action plan that details how and when repairs shall be made. c. Critical Infrastructure Access. Licensee shall not obstruct or impair, and shall at all times ensure, unobstructed access by Public Utilities Staff and other City personnel and vehicles (including larger maintenance vehicles) to the adjacent City lift station and its appurtenances. Licensee agrees that vehicles may be towed and/or other obstructions may be removed at the Licensee's sole expense in the event access to the lift station is impeded in any way. The cost for removal of such obstructions will be added to the monthly License Fee. d. Point of Contact. Licensee shall designate and maintain a 24/7 on-call point of contact to respond immediately to any access issues and will coordinate promptly to clear any impediments. Said point of contact must include a publicly available phone number and email address for Pierce 100 residents, marina patrons, park patrons, users of the City Lot, and other stakeholders to address concerns. e. Restoration on Exit. Upon any termination, revocation, or expiration of this Agreement, Licensee shall fully and promptly repair and restore the Licensed Premises to its condition existing as of the Effective Date, except that certain improvements as described herein may be inspected and accepted by to Licensor's reasonable satisfaction. If hazardous materials, chemicals, or related equipment are stored on site, the City may request, at no cost to City, soil sampling to demonstrate that no contamination has occurred. Licensee acknowledges that a Certificate of Occupancy for Licensee's permit at the Old City Hall Site may be withheld if the City Lot is not restored as required by this Section. f. Restoration of Pierce St Wall. Licensee shall restore, at its sole cost and expense, the portion of Pierce Street wall and railing to be removed to accommodate the haul road. All associated items shall be restored to their original condition. Licensee acknowledges that a Certificate of Occupancy for Licensee's permit at the Old City Hall Site may be withheld if the impacted wall is not restored as required by this Section. g. Additional Restoration. In addition to the requirement to restore the Licensed Premises, the Licensee agrees to restore the Coachman Park wall (adjacent to parking spaces). Licensee shall monitor the wall for stability throughout construction. Once construction activities are ceased in the near vicinity of the wall, the Licensee shall provide a signed and sealed report from a licensed professional engineer specializing in structural engineering confirming the structural integrity of the wall. In the event of damage or movement to subject wall, the Licensee shall restore and or/replace to a condition equal to or better than previous at contractors own expense. Licensee acknowledges that a Certificate of Occupancy for Licensee's permit at the Old City Hall Site may be withheld if the impacted wall is not restored as required by this Section. 7. Indemnity; Liens; Risk of Loss. a. Indemnity. To the maximum extent permitted by law, Licensee shall indemnify, defend, and hold harmless Licensor and its officers, employees, and agents from and against all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) the acts or omissions of any Licensee Parties, and (b) Licensee's or any Licensee Party's use or occupancy of the Licensed Premises, the City Lot, and any adjacent City properties. b. Liens. Licensee has no authority to subject the Licensed Premises to any lien; Licensee shall promptly discharge any lien or claim of lien asserted by or through Licensee Parties and indemnify Licensor in connection therewith. In the event a lien impacts the Licensed Premises, the Licensor may withhold the issuance of a Certificate of Occupancy until the proper discharge of said lien. c. Property at Risk. All vehicles, equipment, and property of Licensee Parties brought onto the Licensed Premises are at Licensee's sole risk; Licensor shall have no liability for loss, theft, or damage except to the extent caused by Licensor's negligence or willful misconduct. 8. Sovereign Immunity; No Waiver. Nothing herein shall be construed as Licensor's consent 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. 9. Insurance. Licensee shall maintain, at its sole cost, insurance types and limits reasonably satisfactory to Licensor and customary for construction staging, ingress/egress, crane loading and unloading as well as operation, and parking uses of similar scope, naming the City of Clearwater as an additional insured, and provide certificates prior to entry. In the Event the Licensee's provided insurance is not satisfactory, Licensee shall comply with the insurance requirements as further detailed in Exhibit B. 10. Notices. All notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the Parties at their addresses set forth above (or to such other address as a Party designates by notice). Notices are effective upon delivery (or refusal). 11. Attorneys' Fees. In any action arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs (including on appeal). 12. Default; Remedies. If Licensee fails to pay sums when due or otherwise breaches this Agreement and such failure or breach continues beyond any applicable notice and cure period, Licensor may (in addition to revocation and termination) pursue all rights and remedies available at law or in equity. 13. Assignment Sublicensing. This License is personal to Licensee and may not be assigned, transferred, or sublicensed, in whole or in part, without Licensor's prior written consent, which may be granted or withheld in Licensor's sole discretion. Any attempted assignment in violation of this Section is void. 14. Governing Law; Venue. This Agreement is governed by Florida law. The exclusive venue for any action arising out of or related to this Agreement is Pinellas County, Florida. 15. Miscellaneous Provisions. a. Entire Agreement; Amendments. This Agreement (including exhibits) constitutes the entire agreement between the Parties as to the subject matter and may be amended only in a writing signed by both Parties. b. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each deemed an original, together constituting one instrument. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed originals. c. Severability. If any provision is determined invalid or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date set forth above. (LICENSOR SIGNATURE PAGE TO FOLLOW) Countersigned: CITY OF CLEARWATER, FLORIDA, A Florida municipal corporation. Approved as to form: By: Jennifer Pbirrl , City Manager Date: 4/774A David Margolis City Attorney Date: '-'/-Z` (LICENSEE SIGNATURE PAGE) MOSS & ASSOCIATES, a Florida limited liability company -kms 14U tlyLe, Prisms Printed Name & Title STATE OF FLORIDA ) COUNTY OF AIL1.SQ4041-1 The foregoing instrument was acknowledged before me by means of D physical presence or 0 online notarization, this (2 day of rEeR )M4 , 2026 by N l C{) LE EL 5,111 K as Manager of MOSS + P5S©ttfrrES , a Florida limited liability company, on behalf of said company, who is Atlid personally known to me or 0 has produced a valid driver's license as owiimminidentification. "4� ELsW�c'''' G' ------------------ [Notary Seal] _iin COMMISSION g = Notary Public Print Name: N CD G EI -7/014-k.. `�q p4:•�;' My Commission Expires: 02 • • TOF F\;r/1 / EXHIBIT "A" Licensed Premises LEGEND X TREE TO BE REMOVED Q TREE TO REMAIN SOUTH SIDE OF PIERCE STREET CONCRETE SIDEWALK FOR DETOUR ADJUST EXISTING EARTH SLOPE TO ACHIEVE PROPER GRADE w S TEMPORARY PROTECTION FENCE EXISTING FENCE TO BE REMOVED AND REPLACED CREATIVE CONTRACTORS STAGING AREA (OSCEOLA PARKING GARAGE) MOSS STAGING AREA MOSS OFFICE AREA MOSS MANAGEMENT EMPLOYEE PARKING - SHARED SPACE WITH PUBLIC UTILITIES AS NEEDED AREA TO REMAIN OPEN PEACE MEMORIAL PARKING & OSCEOLA DETOUR weer o.Arr.. ST DATE CITY OF CLEARWATER, FLORIDA DEPARTMENT OF PUBLIC WORKS - ENGINEERING 100 S. MYRTLE AVE. CLEARWATER FL 33758 SUM=.11 STATE EXHIBIT A