Contract 2022-179A2022-179A
RIGHT OF ENTRY AGREEMENT
THIS RIGHT OF ENTRY AGREEMENT (the "Agreement"), effective as of the last
date of execution below (the "Effective Date"), is made among ORANGE COUNTY, a charter
county and political subdivision of the State of Florida ("County"), CITY OF ORLANDO, a
municipal corporation organized and existing under the laws of the State of Florida ("City", and
together with County, the "Owners"), and CITY OF CLERMONT, a municipal corporation
organized and existing under the laws of the State of Florida ("Licensee"). County, City, and
Licensee are individually referred to herein as a "Party" and collectively referred to as the
"Parties."
RECITALS
A. County and City jointly own certain real property located in Lake County, Florida,
located at Five Mile Road, Clermont, Florida 34711, bearing Lake County Property Appraiser's
Parcel Identification Number 13-23-25-0900-013-00000 (the "Consery II Property").
B. Licensee has requested a right of entry license for access to the cross -hatched portion
of the Consery II Property shown on Exhibit "A" (the "License Area") in order to collect
wetland data (the "Work").
C. The Parties desire to enter into this Agreement for the purposes of evidencing their
respective rights and obligations in connection with Licensee's request.
NOW THEREFORE, for and in consideration of the mutual promises and obligations
set forth in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
1. Recitals; Exhibits. The foregoing recitals are true and correct. The recitals and
exhibits attached to this Agreement are hereby incorporated into this Agreement by reference.
2. License; No Grant of Easement. The Owners hereby grant Licensee a non-
exclusive license over, upon, and across the License Area for the purposes, and under the terms
and conditions, set forth in this Agreement (the "License"). This Agreement is intended and will
be construed only as a temporary license to enter the License Area and complete the Work. This
Agreement does not grant an easement to the Licensee or anyone else or create or confirm any
ownership or possessory interest in any portion of the License Area, in the Licensee or anyone
else. The Owners reserve the right to use the License Area in any manner whatsoever.
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3. Purpose of the License. The sole purpose of the License is to permit Licensee
and its employees, contractors, consultants, and agents (collectively, the "Entrants") to enter
upon the License Area to complete the Work.
4. Prior Notice and No Interference with Owners' Operations Permitted.
Licensee will provide at least ten (10) days written notice to Owners prior to entering upon
the License Area to conduct Work under this License. Under no circumstances may Licensee
block any operation of the Owners or impede or restrict the normal operation of the Owners on
the License Area without the prior written consent of the Owners. Any interference with
operations of the Owners as determined by the Owners in their sole discretion may result in
immediate suspension or termination of this Agreement. If the Owners determine that Licensee's
activities, in whole or in part, unreasonably interfere in any way with the convenient, safe, or
continuous use, maintenance, or improvement of the License Area, Licensee will, upon receipt of
notice, immediately alleviate the interference at no cost to the Owners.
5. Term. This Agreement will commence upon the Effective Date and, except as
otherwise provided in this Agreement, will remain in effect until the earlier of: (a) the expiration
date of the City's Conditional Use Permit ("CUP") on October 11, 2031, or (b) at such time as
the Work has been completed and Licensee has satisfied its obligations under Section 6 (Property
Restoration) (the "Term"). Notwithstanding the foregoing, this Agreement is terminable at
will by the Owners, upon written notice to Licensee.
6. Property Restoration. Licensee will restore the License Area to a condition as
good as, or better than, the condition existing prior to the commencement of Work. This Section
will survive any termination of this Agreement or revocation of the License.
7. Inspections. All work, materials, and equipment are subject to inspection and
approval by the Owners at any time.
8. Information Sharing. Within thirty (30) days after Owners' request, all
information and data obtained by Licensee from the Work will be provided to Owners and
Woodard & Curran, Inc./Water Consery II, either electronically or in writing. In addition,
Licensee will provide Owners and Woodard & Curran, Inc./Water Consery II a written or
electronic copy of any and all reports, studies, summaries, analyses, or other such documentation
prepared by Licensee or Licensee's consultants/contractors, that incorporate any information or
data obtained by Licensee from the Work.
9. Presence of Abnormal Conditions. In the event Licensee or the Entrants
encounter any abnormal condition which may indicate the presence of a hazardous substance,
toxic waste, or pollutants, Licensee must immediately cease all work within the License Area
and immediately contact the Owners. Abnormal conditions may include, but are not limited to,
discolored earth or groundwater, visible fumes or smoke, abnormal odors, excessively hot soil or
water, tanks or barrels, or other conditions which appear abnormal. The Owners will notify
Licensee of any suspension or revocation of the License to allow for contamination assessment
and remediation. The suspension or revocation will remain in effect until otherwise notified by
the Owners.
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10. Regulatory Compliance. Licensee will ensure that the Work is performed in
compliance with all applicable laws, rules and regulations, and will obtain all permits necessary
for the conduct of the Work. Licensee will locate utilities on the License Area prior to any
invasive work on the License Area.
11. Indemnification. To the extent provided by law, Licensee agrees to indemnify,
defend, and hold harmless the Owners from and against any and all claims, suits, actions, causes
of action, damages, liabilities, injuries, judgments, fines, attorneys' and other professionals' fees,
penalties, losses, costs, or expenses ("Claim") arising from Licensee's use of the License Area
or from the exercise by Licensee of any rights granted by this Agreement, provided that Licensee
has no obligation to indemnify or hold harmless the Owners against that portion of any Claim to
the extent caused by or resulting from the negligence of the Owners. Nothing herein will be
construed to waive the Owners' sovereign immunity protections or the limitations of liability
established under Florida law, including those limitations established in Section 768.28, Florida
Statutes. This Section will survive any termination of this Agreement or revocation of the
License.
12. Insurance. During the term of this Agreement, Licensee will maintain, and will
ensure that the Entrants performing Work on the License Area maintain, general liability and
automobile insurance with limits of not less than $1,000,000 per occurrence and workers'
compensation insurance or self-insurance as required by Florida Statutes chapter 440. All such
insurance or self-insurance must be primary to, and not contribute with, any insurance or self-
insurance maintained by the Owners. The Owners must be listed as an additional insured on all
such insurance policies except for workers' compensation coverage. Licensee must provide the
Owners with notice of any material change, cancellation, or non -renewal of any insurance policy
required by this Section at least 30 days prior to the occurrence thereof.
13. No Liens. Licensee must keep the License Area free and clear of all liens and
encumbrances arising from the exercise by Licensee of its rights under this Agreement.
14. Limitation of Liability. The Owners make no representations about the
condition of the License Area. This Agreement is conditioned upon Licensee's use of the
License Area "AS IS" and "WITH ALL FAULTS." Licensee and the Entrants will enter upon
the License Area at their own risk, and the Owners will not be held responsible or liable for
injury, damage, or loss incurred by Licensee or any Entrants arising out of or in connection with
activities under this Agreement.
15. No Partnership. Nothing contained in this Agreement will be deemed or
construed by the Parties or by any third party to create the relationship of principal and agent, or
of partnership, or joint venture, or of any other association between the Owners and Licensee.
16. Notices. Any notice, request, direction, instruction, payment, or other
communication required or permitted to be made or given by any Party must be in writing and
sent to the addresses set forth below or to such other address as the recipient may designate in
writing to all Parties and must be (i) delivered in person, (ii) sent registered or certified mail,
return receipt requested, or (iii) sent Federal Express, USPS Express Mail, UPS or other
overnight delivery service with delivery confirmation.
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If to the County: Director, Utilities Department
9150 Curry Ford Road
Orlando, FL 32825-7600
with a copy to: Manager, Real Estate Management
400 E. South Street, 5th Floor
Orlando, FL 32802-2816
Project Manager/Principal
Woodard & Curran, Inc./Water Consery II
PO Box 783125
Winter Garden, FL 34778-3125
If to the City: Manager, Real Estate Management
400 S. Orange Avenue, 7th Floor
Orlando, FL 32801-3317
with a copy to: Public Works Director
400 S. Orange Avenue, 8th Floor
Orlando, FL 32801-3317
If to Licensee: City Manager
685 W. Montrose Street
Clermont, FL 34711-2119
With a copy to: Public Services Director
400 12th Street
Clermont, FL 34711-2018
17. Attorneys' Fees. The Parties agree that each Party will bear the cost of its own
attorney fees, paralegal fees, professional fees, and other incidental costs incurred for any action
arising out of or in connection with this Agreement.
18. Enforcement. If any Party fails to perform or breaches any obligation,
requirement, duty, or covenant contained in this Agreement, the non -defaulting Parties will have
the right, at their option, in addition to any of its other rights, privileges, or remedies otherwise
stated elsewhere in this Agreement, to bring an action for specific performance in a court of
competent jurisdiction. The failure to enforce any other terms or provisions of this Agreement,
however long continued, will in no event be deemed a waiver of the right to enforce the same
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thereafter as to the same breach or violation, or as to any other breach or violation occurring
prior to or subsequent thereto. The Parties waive their right to a jury trial for any dispute or legal
action resulting from or associated with this Agreement.
19. Applicable Law. This Agreement will be governed by and construed under and
in accordance with the laws of the State of Florida. The Parties consent and agree that Orange
County, Florida, will be the exclusive, proper and convenient venue for any legal proceeding in
federal or state court relating to this Agreement, and each Party hereby waives any defense,
whether asserted by motion or pleading, that Orange County is an improper or inconvenient
venue.
20. Entire Agreement. This Agreement contains the entire agreement of the Parties
with respect to Licensee's access to the License Area and supersedes all previous discussions,
understandings, and agreements between the Parties relating to the subject matter of this
Agreement.
21. Amendments. This Agreement may not be modified or amended in any respect
except by written agreement entered into by the Parties in the same a manner as this Agreement.
22. Authority. Each Party to this Agreement warrants and represents that such Party
has full and complete authority to enter into this Agreement and each person executing this
Agreement on behalf of a Party warrants and represents that he/she has been fully authorized to
execute this Agreement on behalf of such Party and that such Party is bound by the signature of
such representative.
23. Third Party Beneficiary. There are no intended or unintended third -party
beneficiaries of this Agreement.
24. Assignment. Licensee may not assign or transfer any interests, rights, or duties
under this Agreement to any other party without the prior written consent of the Owners.
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SIGNATURES APPEAR ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the day and year written below their signatures.
ORANGE COUNTY, FLORIDA,
a charter county and political subdivision of
the State of Florida
By: Board of County Commissioners
BY: le9144VIVIV.
.-Iorly L. Demings
/A range County Mayor
Date: 2>ZV
ATTEST: Phil Diamond, CPA, County Comptroller
As Clerk of the Board of County Commissioners
By: 6-1
I/itDejuty Clerk
Print: �(onQefu((1-
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e
CITY OF ORLANDO, FLORIDA,
a municipal corporation
q. Q .�
Laurie J. Botts
Real Estate Division Manager
61
Date
APPROVED AS TO FORM AND LEGALITY
FOR THE USE AND RELIANCE OF THE
CITY OF ORLANDO, FLORIDA:
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CITY OF CLERMONT,
a municipal corporation organized and
existing under the laws of the State of
Florida
Attest:
Tracy Ackroy , Crty erk Tim Murry, ayor
This I �� day o , 2022
Ap foved` to fo an egality:
Daniel F. Mantzaris, City Attorney
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Exhibit A
Exhibit A
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