HomeMy WebLinkAbout2018-060ENTRY & TESTING AGREEMENT
THIS ENTRY & TESTING AGREEMENT ("Agreement"), made this 9th day of March, 2018, by and between Solid Waste
Disposal District (SWDD), a dependent special district of INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida
organized and existing under the Laws of the State of Florida, (hereinafter called Owner), whose address is 1325 74th Avenue
SW, Vero Beach, FL 32968 (collectively and individually, "SWDD") and Comtech Systems, Inc. on its own behalf and on
behalf of its wholly-owned subsidiaries and affiliates (collectively and individually, "Company") having an office at 212
Outlook Point Drive, Suite 100, Orlando, FL 32809
WHEREAS, Indian River County Solid Waste Disposal District (SWDD) awns, manages, and operates the facilities ("Sites")
identified in the attached Exhibit A; and
WHEREAS, Company desires to determine the viability and feasibility of the certain Site, as a communications facility and
to do so it is necessary for employees, agents, or independent contractors of Company to enter upon and inspect the Site
and/or temporarily locate communications equipment on the Site to conduct industry standard due diligence tests and
studies specifically including drive testing or similarly related activities; and
WHEREAS, the Solid Waste Disposal District0and Company wish to define the rights, duties and liabilities between them
and to assure that the interests of SWDD are adequately protected;
NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the
parties agree as follows:
1. Access. Prior to obtaining access for itself and or its agents or independent contractors to any Site listed in the
attached Exhibit A, Company shall provide to SWDD a written idescription of the activities to be performed at the
Site and the equipment to be temporarily located at the Site including its intended location within the Site.
SWDD shall, within forty-eight (48) hours of receipt of said descriptions and an insurance certificate per item 2,
approve or deny Company's request for access to the Site(s)I. SWDD failure to respond to Company's request
within the time period set forth above shall constitute a denial of Company's request for access to the Site to
perform the specified work. Company's access to the Site hereunder shall commence within thirty (30) calendar
days of SWDD approval and end ninety (90) calendar days out to not exceed one -hundred and twenty (120)
calendar days commencing upon initial entry to the Site by Colmpany and/or its contractor. Company agrees that
its activities and equipment or that of its agents or independent contractors will not cause damage to, or in any
way interfere with the operation of, other equipment and systems then in operation at the Site. COMPANY OR
ITS AGENTS MAY NOT PERFORM ELEVATED WORK AT THE SITE.
2. Insurance. Company shall maintain, at its expense, General Liability Insurance with a combined single limit of
$1,000,000 for bodily injury and property damage and a $12,000,000 aggregate. Contractor shall provide a
certificate of insurance to INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT evidencing SWDD as a
certificate holder and as an additional insured, and shall contain a provision for thirty (30) days' notice to SWDD
of cancellation or material change in the policy. Contractor shall also maintain Auto Liability Insurance in an
amount no less than $1,000,000.00 combined single limit for bodily injury and/or property damage. Contractor
shall maintain Statutory Workers' Compensation Insurance and Employer's Liability to statutory limits.
• General Liability: $1m occurrence / $2m aggregate
• Auto Liability: $1m
• Workers Comp: Statutory
• Endorsement must appear on certificate: "INDIAN RIVERIICOUNTY SWDD" and all of its parent companies,
joint ventures, subsidiaries, and affiliates and property owners are named as additional insured.
Entry & Testing Agreement 1 / 4 Revision L
• Certificate Holder: The insurance "Certificate Holder" shall be addressed to Pinnacle Towers LLC, Legal
Department, 2000 Corporate Drive, Canonsburg, Pa 15317
3. Indemnification. Company shall indemnify and hold SWDD, its parent, all of its subsidiary and affiliate
companies, and property owners harmless against any claim of liability or loss from bodily injury and/or property
damage resulting from or arising out of Company's and/or any of its contractors, servants, agents or invitees acts
or omissions during its exercise of rights hereunder, and any breach of the terms, covenants and conditions of
this Agreement, including, but not limited to any claim of liability or loss associated with any Environmental
Hazards as defined in this Agreement, excepting, however such claims or damages to the extent due to or caused
by the sole negligence or willful misconduct of SWDD, or its independent contractors, servants, agents or
invitees. If SWDD is made a party to any litigation commenced by or against Company for any of the above
reasons, then Company shall protect and hold SWDD harmless and pay all costs, penalties, charges, damages,
expenses and reasonable attorneys' fees incurred or paid by SWDD in connection therewith.
4. Environmental Matters. Company and its agents and independent contractors shall not bring to, transport
across or use any Environmental Hazards on any Site without SWDD's prior written approval. Company's use of
any approved substances constituting Environmental Hazards must comply with all applicable laws, ordinances
and regulations governing such use. The term "Environmental Hazards" means hazardous substances, hazardous
wastes, pollutants, asbestos, polychlorinated biphenyl (PCB), petroleum or other fuels (including crude oil or any
fraction or derivative thereof) and underground storage tanks. The term "hazardous substances" shall be
defined in the Comprehensive Environmental Response, Compensation and Liability Act, and any regulations
promulgated pursuant thereto. The term "pollutants" shall be as defined in the Clean Water Act, and any
regulations promulgated pursuant thereto.
5. Payment. Company shall pay to SWDD the amount of $150.00 per day as consideration for the rights granted to
Company herein. Such payment shall be made upon full execution of this Agreement and payable based on the
duration of use.
6. Renewal and Termination. The Company may request in writing to SWDD Managing Director to renew the
agreement at least four (4) times per year. The request for renewal shall not be unreasonably refused. The
Agreement shall terminate after two (2) years and will require formal SWDD approval.
7. Radio Frequency Exposure Safety.
i. Company represents and warrants and shall cause its agents, independent contractors, servants, and
invitees to represent and warrant that they are fully aware of and knowledgeable about the inherent
dangers of working on or near tower, rooftop, or other wireless communication sites that are "live", i.e., that
are actively receiving and/or transmitting radio signals that may create radio frequency radiation ("RFR")
(hereinafter "Live Sites").
ii. Company shall implement all procedures and take all measures necessary to ensure that only those
Company's employees or agents or its independent contractor's employees or agents who make the
representations set forth in this subsection i., and who have satisfactorily completed RFR safety training in
accordance with FCC OET 65, the most current applicable updates in OSHA regulations and guidelines, and
commonly recognized industry practices, may enter a Live Site or perform work on a Live Site. SWDD shall
have no responsibility whatsoever to monitor access to the Live Sites, or to monitor the performance of
work on such Live Sites, by Company's or its lower tier contractor's employees or agents, or to verify training
of the same.
iii. The presence at, or performance of any work on a Live Site by any of Company's or its lower tier
contractor's employees or agents (i) who have not made the above representations, and (ii) who have not
satisfactorily completed RFR safety training, shall constitute a material breach of this Agreement. Upon such
material breach, SWDD shall have the right to immediately terminate this Agreement, and Company shall be
liable to SWDD for any damages and costs incurred a result of said termination.
Entry & Testing Agreement 2 / 4 Revision L
8. Compliance. Company and its agents and independent contractors shall comply with all laws, statutes,
ordinances, rules and regulations, which are applicable to the jurisdiction in which the Site is located.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written,
intending to be legally bound hereby.
Owner: AlCO,I`j'+
INDIAN RIVER COUNTY SOLID WASTE DISP09AE D CT
By:r:
Peter D. O'Bryan, Chairman q .
•��9000NTY.
Date: March 20, 2018 ••..,, '� •♦
APPROVE
By: _
Jason E. rown) County Administrator
APPROVED AW FORM AND LEGAL SUFFICIENCY:
By:
an Reingold, County Attorney
ATTEST:
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest: 44XL J•��
v�
Deputy Clerk
Contractor:
COMTECH SYSTEMS, INC.
By: _- - 9 Mar 2018
John W. Boelke, Vice President of Contracts
Entry & Testing Agreement 3 / 4 Revision L
Exhibit "A"
Authorized Sites
B.U. # Site Address
1325 741h Ave SW, Vero Beach FL32968
Entry & Testing Agreement 4 / 4 Revision L