Page 1 of 9 SITE ACCESS AGREEMENT between BROWARD COUNTY and ENVIRONMENTAL RISK MANAGEMENT, INC.
Page 2 of 9 SITE ACCESS AGREEMENT between BROWARD COUNTY and ENVIRONMENTAL RISK MANAGEMENT, INC. This Site Access Agreement ("Agreement") dated as of, 2013, ("Effective Date") is entered into by and between BROWARD COUNTY, a political subdivision of the state of Florida ("COUNTY") and ENVIRONMENTAL RISK MANAGEMENT, INC. ("ERMI"), upon the terms and conditions set forth herein. RECITALS A. COUNTY is the owner of that certain real property situated in Broward County, Florida, and more particularly described on Exhibit "A" attached hereto (the "Land" and together with all improvements located thereon, the "Property"). B. ERMI desires to inspect the Property. C. COUNTY desires to grant ERMI access to the Property to inspect same, subject in all respects to the terms and conditions of this Agreement. Agreement 1. Grant of License for Limited Purpose. COUNTY hereby grants ERMI and its affiliates a non-exclusive, revocable license ("License") to enter the Property during the Due Diligence Period (as defined below) for the limited purpose of performing the Due Diligence Work (as defined below) in accordance with the terms of this Agreement. The License may be revoked by COUNTY, at any time and without case, upon delivery of at least two (2) Business Days (as defined below) prior written notice to ERMI. As used in this Agreement, the term "Business Day" shall mean any day that is not a Saturday, Sunday or day on which COUNTY's administrative offices are closed for business. 2. Due Diligence Period. The License shall commence on the Effective Date and expire on the date which is one hundred twenty (120) calendar days after the Effective Date ("Due Diligence Period"). 3. Due Diligence Work. The "Due Diligence Work" shall be limited to such tests, studies or inspections deemed necessary by ERMI in order to evaluate the physical 1
Page 3 of 9 condition of the Property for purposes. Prior to accessing the Property or performing any Due Diligence Work, ERMI shall provide COUNTY with a reasonably detailed, written description of the Due Diligence Work to be performed in connection with such access, including, but not limited to the type of tests to be performed, and the time during which such access will be undertaken ("Work Notice"). ERMI shall provide to County copies or results of all testing reports and findings within ten (10) days of receipt of same. 4. Terms of Access. The Due Diligence Work shall be performed during reasonable business hours and COUNTY shall have the right to have a COUNTY representative present during the performance of all Due Diligence Work. ERMI covenants and agrees to perform the Due Diligence Work in such manner and at such times so as not to (i) interfere with the operations of the COUNTY, or (ii) materially interfere with the use of and access to the Property by the public or, unless consented to by COUNTY, close any lanes of traffic. 5. Standard of Due Diligence Work; Compliance with Laws. ERMI agrees to, and will cause it affiliates, contractors, subcontractors (of any tier), agents, representatives, consultants, employees and servants, to conduct the Due Diligence Work in a good and workerlike manner and in compliance with all applicable federal, state and local laws, ordinances, statutes, regulations, judicial decisions, order, injunction, writs, rulings, interpretations, rules, permits or certificates of any court, arbitrator or other governmental authority, including, but not limited to, the requirements of the Florida Commission on Environmental Quality, the U.S. Environmental Protection Agency and the Occupational Safety and Health Administration (collectively "Laws"). 6. Obligation to Restore. If the Property is damaged in any manner as a result of any (i) entry upon or use or occupancy of the Property, or (ii) performance of any Due Diligence Work, in each case by ERMI or any of its affiliates, partners, agents, employees, invitees, servants, representatives, consultants, contractors or subcontractors, ERMI shall, at its sole cost and expense, promptly and with due diligence fully restore and repair the Property to the same condition as existed prior to such entry, use or occupancy or the performance of the Due Diligence Work; provided, however, that ERMI shall not be obligated to restore or repair any damage to the Property resulting from its Due Diligence Work in the event that COUNTY has granted ERMI its approval to not undertake such repair or restoration. 7. Qualified Contractor. ERMI covenants and agrees that any person or entity, whether a direct employee of ERMI or not, that performs any portion of the Due Diligence Work will (i) possess any and all necessary licenses, certifications and/or permits required by applicable law to perform the portion of the Due Diligence Work in question, (ii) be qualified and skilled with respect to the Due Diligence Work to be performed by such person or entity and (iii) maintain the same insurance required to be maintained by ERMI pursuant to the terms of this Agreement and shall evidence same to COUNTY prior to performing such Due Diligence Work. 2
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Page 6 of 9 provision is held invalid or unenforceable in such jurisdiction, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties to this Agreement hereby waive any provision of law that renders any provision thereof prohibited or unenforceable in any respect. 19. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings with respect to such subject matter. Neither this Agreement nor any of the terms thereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification shall be sought. 20. Waiver. Any right created under this Agreement may not be waived, except in writing specifically referring to this Agreement and signed by the party waiving the right. The failure of a party to enforce strictly any provision of this Agreement shall not be deemed to act as a waiver of any provision, including the provision not so enforced. 21. Relationship of the Parties; No Partnership. The relationship of COUNTY and ERMI under this Agreement is that of independent parties, each acting in its own best interests, and nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of landlord and tenant, of principal and agent, of partnership, or of joint venturer or of any association between ERMI and COUNTY, nor to grant any property interest in or to the Property to ERMI. 22. Binding Effect. The provisions of this Agreement shall be binding upon the undersigned parties and their respective heirs, legal representatives, successors and permitted assigns, and shall inure to the benefit of the undersigned parties and their respective successors and permitted assigns. 23. No Third Party Beneficiaries. This document shall not inure to the benefit of any party other than COUNTY and ERMI. 24. Assignments. ERMI shall not have the right to assign this Agreement without the consent of COUNTY, which consent may be withheld in COUNTY's sole discretion. 25. Time. Times set forth in this Agreement for the performance of obligations shall be strictly construed, time being of the essence of this Agreement. [Remainder of Page Intentionally Blank] 5
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EXHIBIT "A" EXHIBIT 2 Page 9 of 9 LEGAL DESCRIPTION: Section 20, Township 51 South, Range 42 East, the North 200 feet of the South 225 feet of the East ½ of the SW ¼ of the NE ¼ of the SE ¼ less the west 175 feet therefrom. BCPA FOLIO NO.: 5142-20-00-0440 8