ENTRY AND TESTING AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______day of ______, 201_, by and between Eco-Site, Inc.(“Grantor”) and ______(“Grantee”), concerning property controlled by Grantor having an address of ______located in the City of ______, County of______, State of ______and more commonly known as site # ______, name ______(“Property”).
A.Grantee has an interest in subleasing the Property for use as an antenna site for the receipt and transmission of wireless communications signals; and
B.In order for Grantee to determine the viability and feasibility of the Property as an antenna site, it is necessary for employees, agents or independent contractors of Grantee to enter upon and inspect the Property and/or temporarily locate communications equipment on the Property to conduct short term radio propagation tests and to make application with local, state and federal governmental entities for approval of the Property as a tower or antenna site; and
C.Grantor and Grantee desire to provide for the entry upon, inspection and/or testing activities and applications concerning the Property pursuant to the terms contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, undertakings, and other consideration set forth in this Agreement, Grantor and Grantee agree as follows:
1.Consent. Grantor consents and agrees that Grantee, its employees, agents and independent contractors (“Authorized Parties”) may enter upon the Property to conduct and perform some or all of the following activities (“Permitted Activities”): surveys, geotechnical soil borings and analyses, phase I environmental audits, boundary surveys, radio propagation studies, and such other tests and inspections of the Property which Grantee may reasonably deem necessary or advisable. Grantee agrees to be responsible for any and all costs related to the Permitted Activities, including installation on and operation and removal of equipment on the Property.
2.Filings. Grantor consents and agrees that the Authorized Parties may make and file applications on Grantor’s behalf to such local, state and federal governmental entities whose approval Grantee may consider necessary or advisable to have the Property approved as an antenna site, including, but not limited to, governmental approvals for zoning variances, rezoning applications, building permits and wetland permits. Grantor hereby agrees that an executed copy of this Agreement is as effective as the original. However, if requested by the Authorized Parties, Grantor agrees to execute such other and further documents as may be reasonably required by the governmental entity in question to evidence Grantor’s consent to the action which is proposed to be taken.
3.Access. Grantor agrees that the Authorized Parties may enter upon the Property to perform the Permitted Activities for a period of thirty (30) days following the execution of this Agreement on regular business days during the hours of 8:00AM and 5:00PM (and other hours as may be reasonably necessary when approved by Grantor in advance).
4.Removal of Property. Grantee agrees that it will, upon the conclusion of the term of this Agreement, remove any equipment installed on the Property as a part of the Permitted Activities, repair any damage that might have been caused in connection with any of the Permitted Activities, and will return the Property to the condition it was in before Grantee’s entry onto the Property. In the event any equipment installed on the Property by Grantee is not timely removed, Grantor will have the right to remove such equipment and Grantee agrees to be responsible for the reasonable costs of such removal.
5.Indemnity. Grantee agrees to indemnify, save harmless, and defend Grantor, its respective directors, officers and employees from and against any and all claims, actions, damages, liability and expense in connection with personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Property caused by the act or omission of the Authorized Parties in conducting the Permitted Activities. Any defense conducted by Grantee of any such claims, actions, damages, liability and expense will be conducted by attorneys chosen by Grantee, reasonably acceptable to Grantor, and Grantee will be liable for the payment of any and all court costs, expenses of litigation, reasonable attorneys’ fees and any judgment that may be entered therein.
6.Insurance. Grantee shall provide Grantor with liability insurance naming Grantor as additional insured with respect to the Property in the form of a Certificate of Insurance evidencing the following insurance during the term of this Agreement: (i) "All Risk" property insurance which insures the insuring party's property for its full replacement cost; and (ii) Comprehensive General Liability Insurance with a Commercial General Liability endorsement having a minimum limit of liability of $2,000,000 aggregate, with a combined limit of $1,000,000 for bodily injury and/or property damage for any one occurrence, and (iii) Excess or Umbrella coverage of $5,000,000. Grantee shall also carry, at its expense, Commercial Automobile and Workers’ Compensation at statutory limits. Upon execution of this Agreement, Grantee shall provide Grantor with an original Certificate evidencing the existence of the insurance and setting forth that all policies are fully paid for and in effect. Such Certificate of Insurance shall contain a clause setting forth that Grantor shall be provided with at least thirty (30) days notice prior to the expiration or termination of the insurance coverage provided.
7.Governing Law. The parties agree that the interpretation and construction of this Agreement shall be governed by the laws of the state in which the Property is located, without regard to such state’s conflict of laws provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
GRANTOR:Eco-Site, Inc.
BY:
NAME:
TITLE:
DATE:
GRANTEE:______
BY:
NAME:
TITLE:
DATE:
1