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HomeMy WebLinkAboutC-7914-1 - Temporary Entry permit (for 1650 Ford Road)TEMPORARY ENTRY PERMIT THIS Temporary and Non -Exclusive Entry Permit ("Entry Permit") is made as of , 2020, ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city (hereinafter "Licensor"), and CROWN CASTLE TOWERS 06-2 LLC, a Delaware limited liability company (hereinafter "Licensee"). RECITALS A. Licensor is the owner of certain property in the City of Newport Beach, consisting of that certain real property within the City of Newport Beach, County of Orange, State of California, with Assessor's Parcel Numbers 458 702 01, 458 712 02, 458 712 03, 458 712 04, 458 712 05, 458 712 06, 458 712 07, 458 712 08, and 458 712 09, (collectively, "Property"), depicted on Exhibit "A" attached hereto and incorporated herein by reference. B. Licensee has been retained as a consultant by Pacific Bell Telephone Company, a California corporation and owner of certain property adjacent to the Property, with the common street address of 1650 Ford Road, Newport Beach, California, with an Assessor's Parcel Number 458 361 02. C. Licensee desires to access certain portions of the Property for the purpose of conducting inspections that do not result in physical changes to the Property, an engineering analysis of the slope, a utility locate, conducting soils sampling and surveys, visual surveys, and such other activities Licensor may expressly authorize in writing from time to time. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Term. The term of this Entry Permit shall not exceed a period of ninety (90) calendar days, commencing on the Effective Date, and terminating automatically without further notice or action by the Licensor. Licensor may, in its sole and absolute discretion, and with not less than twenty-four (24) hours prior written notice to Licensee, terminate this Entry Permit. 2. Activities. Licensee's activities related to this Entry Permit are limited to those activities listed in Exhibit "B" attached hereto and incorporated herein by reference. Should Licensee desire to engage in any action not explicitly listed in Exhibit "B," prior to engaging in such action, Licensee must submit a written request to engage in such actions on the Property and receive written approval from Licensor's City Manager, or his or her designee. All actions and activities permitted under this Entry Permit and any subsequent actions approved by the City Manager, or his or her designee, pursuant to this Section shall be collectively known as "Activity" or "Activities" for the purpose of this Entry Permit. Prior to engaging in any Activity which results in a physical change to the 1 Property, Licensee shall execute and deliver to Licensor any bonds required by this Entry Permit. 3. License to Enter Property. Licensor hereby grants to Licensee a nonexclusive license and permission to enter upon the Property for the Activities set forth above and for no other purpose, subject to Licensee's strict compliance with all the terms of this Entry Permit; provided, that Licensee's uses of the Property permitted hereunder shall not interfere with the reasonable use and enjoyment thereof by Licensor or any lessees, occupants or persons claiming through or under Licensor. Licensee shall not permit any other party, except Licensee's duly authorized employees, agents and independent contractors, to enter or use the Property during the term of this Entry Permit without Licensor's prior written consent. Notwithstanding anything to the contrary in this Entry Permit, (a) if Licensee desires to undertake any inspection, investigation or testing of the Property with respect to the presence of hazardous or toxic substances or any substance which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action or policy, Licensee shall perform such inspections, investigations or tests using only environmental engineers or consultants reasonably approved, in writing, by Licensor and pursuant to a work plan reasonably approved, in writing, by Licensor, and (b) if Licensee desires to perform soils borings or other intrusive testing of any type, Licensee shall perform such work only using contractors reasonably approved, in writing, by Licensor and pursuant to a site walk and work plan approved, in writing, by Licensor. 3.1 No Interest in Property. Nothing herein shall be deemed to create a lease, license, or easement of any property right, or to grant any, possessory or other interest in the Property, or any public right-of-way, other than a right to enter upon the Property to perform the work specified herein, revocable and for a temporary term as set forth in this Entry Permit. 4. Government Regulations and Other Obligations of Licensee. Licensee shall obtain at its sole cost and expense all governmental permits and authorizations of whatever nature required by any and all applicable governmental agencies, including Licensor, for Licensee's use of the Property, and will furnish Licensor evidence of such permits and authorizations. While on the Property, Licensee will comply and will cause Licensee's contractors and Licensee's and its contractors' respective employees, invitees, representatives, agents and subcontractors and any other parties directly or indirectly employed by any of the foregoing or for whose acts any of the foregoing may be liable (collectively, "Representatives") on the Property to comply with all applicable governmental laws and regulations. All persons who enter upon the Property pursuant to this Entry Permit do so at their own risk, and shall comply with any and all instructions and directions of Licensor. Licensee shall cause such persons to observe strict fire and smoking precautions, and shall ensure that no fires are lighted on the Property and that no hazardous materials, firearms or intoxicating liquor shall be carried onto the Property by any persons entering thereon pursuant hereto. 5. Special Notice. Licensor shall have no duty to inspect the Property to which this Entry Permit applies and shall have no duty to warn any person of any latent or patent defect, condition or risk that may exist in the Property or that might be incurred in the exercise of the rights granted herein. 6. Maintenance and Condition of Property. During the term of this Entry Permit, Licensee will be responsible for any damage done to the Property during such term by Licensee or its Representatives and, upon departing from or being required to vacate the Property, will pay the costs of repairing and restoring the Property and every portion thereof to at least as good condition as existed prior to Licensee's entry onto the Property. Licensee agrees to pay all utility charges, if any, allocable to its use of the Property. 7. No Construction or Signs without Permission. No structure, signs or other improvement of any kind shall be constructed and no grading or moving of earth shall be undertaken on the Property by Licensee or its Representatives without the express prior written permission of Licensor in each case. No approval by Licensor of any plans or specifications shall be deemed to constitute an approval of architectural or engineering design or to be a representation or warranty by Licensor as to the adequacy or sufficiency of such plans and specifications or the improvements or grading contemplated thereby for any use or purpose; but such approval shall merely be the consent of Licensor as required hereunder in connection with Licensee's performance of said operation. Licensor by approving such plans and specifications assumes no responsibility or liability for any defect in any improvements constructed or grading done on the basis of such plans and specifications. At Licensor's option, all such improvements made by Licensee shall either become the sole property of Licensor upon expiration or termination of this Entry Permit, without the payment of any consideration to Licensee, or shall be removed by Licensee at its sole cost and expense, and the Property shall be fully restored to its original condition. Upon completion of any approved grading, excavation or any test boring site, any exposed openings shall be backfilled and compacted, any improvement or landscaping which has been damaged by Licensee or its Representatives shall be fully restored to its original condition, and any disturbed ground shall be leveled to its prior condition. Licerlsee shall cause all of its Activities hereunder to be performed in a safe manner and shall not cause to exist any dangerous or unsightly condition. 8. Liens. Licensee shall not suffer or permit to be enforced against the Property, or any part thereof, any mechanics', materialmen's, contractors' or subcontractors liens or any claim for damage arising from the work of any construction, excavation, survey, tests, grading, repair, restoration, replacement or improvement, or any other work, performed by Licensee or its Representatives, and Licensee shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Property. Licensee expressly agrees to indemnify, defend and hold harmless Licensor, all of the other "Indemnitees" (as that term is defined below), and the Property free from all liability for any and all such liens, claims and demands, together with reasonable attorneys' fees and all costs and expenses in connection therewith. Notwithstanding anything to the contrary set forth above, if Licensee shall in good faith contest the validity of any such lien, claim or demand, then Licensee shall, at its expense, defend itself and the Indemnitees against the same and shall pay and 3 satisfy any adverse judgment that may be rendered thereon before any enforcement thereof against Licensor or the Property, but only upon the condition that if any Indemnitee shall so require, Licensee shall procure and record or furnish to Licensor a surety bond or other acceptable security satisfactory to Licensor in an amount at least equal to such contested lien, claim or demand indemnifying the Indemnitees against liability for the same, and holding the Property free from the effect of any such lien or claim. Licensor reserves the right at any time and from time to time to post and maintain on said Property, or any portion thereof or improvement thereon, such notices of non -responsibility or otherwise as may be necessary to protect the Indemnitees against liability for all such liens and claims. 9. Notices of Nonresponsibility. Licensor may, at Licensor's sole expense, post on the Property and record in the Office of the Recorder, Orange County, California, a notice or notices of nonresponsibility. 10. Licensor Not Liable. 10.1 Licensor and its elected or appointed officers, agents, officials, employees and volunteers shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Activities or for injury to or death of any person as a result of Licensee's access to or presence at the Property, performance of the Activities, or for damage to property from any cause arising from the performance of the Activities of Licensee, or its contractors, subcontractors, workers, or anyone employed by any of them. 10.2 Licensee shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Licensee's Activities, or the Activities of any contractor, subcontractor, or supplier selected by Licensee. 10.3 To the fullest extent permitted by law, Licensee shall indemnify, defend and hold harmless Licensor, its elected or appointed officers, agents, officials, employees, volunteers (collectively, the "Indemnitees") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Entry Permit, any Activities performed pursuant to this Entry Permit including, without limitation, defects in workmanship or materials or Licensee's presence or Activities conducted (including the negligent, reckless, and/or willful acts, errors and/or omissions of Licensee, its principals; officers, agents, employees, vendors, suppliers, consultants, subconsultants, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). 4 10.4 Notwithstanding the foregoing, nothing herein shall be construed to require Licensee to indemnify the Indemnitees from any Claim arising from the sole negligence or willful misconduct of the Indemnitees. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Entry Permit. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. 10.5 Licensee shall perform all Activities in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Licensee shall be liable for any private or public property damaged during the performance of the Activities. 10.6 Nothing in this Section or any other portion of the Entry Permit shall be construed as authorizing any award of attorneys' fees in any action to enforce the terms of this Entry Permit, except to the extent provided for above. 10.7 The rights and obligations set forth in this Section shall survive the termination of this Entry Permit. 11. Bonding Requirement. Prior to engaging in any Activity that would create a physical change to the Property, Licensee must execute and delivery to Licensor bonds for the faithful performance of the requirements of this Entry Permit and for the payment of all labor and material in connection therewith. Such performance and labor and material security bonds must be provided by Licensee to Licensor in acceptable corporate surety bonds, which shall be determined by Licensor, which are each one hundred percent (100%) of the estimated cost of the work to return Property to its original condition. The Faithful Performance Bond and Labor and Materials Payment Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property Casualty. No Activities requiring a bond under this Entry Permit may commence without prior written approval of the bond by Licensor. 12. Licensor Payment of Claims. In addition to and not in limitation of Licensor's other rights and remedies under this Entry Permit, should Licensee fail within ten (10) business days of a written request from Licensor either (a) to pay and discharge any lien or claim arising out of Licensee's use of the Property or to have bonded around such liens or claims as provided above in Section 8, or (b) to indemnify and defend the Indemnitees from and against any Claim as provided above in Section 10, then in any such case Licensor may, at its option, pay any such lien or claim or settle or discharge any action therefor or satisfy any judgment thereon, and all costs, expenses and other sums incurred by Licensor in connection therewith (including but not limited to reasonable attorneys' fees) shall be paid to Licensor by Licensee upon written demand, together with interest thereon at the maximum contract rate permitted by law from the date incurred or paid until repaid and any default either in such initial failure to pay or subsequent repayment to Licensor shall at Licensor's option constitute a breach under this Entry Permit. 13. Insurance. 13.1 Licensee shall acquire and maintain, or cause to be acquired and maintained, insurance covering risks relating to Licensee's services to be performed hereunder in form subject to the approval of the Licensor's Risk Manager. The policy or policies shall provide, at a minimum, those items described below. Coverage Requirements 13.1.1 Workers' Compensation - statutory minimum (Licensee certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Licensee certifies that it will comply with such provisions before commencing the performance of the work of this Entry Permit.) 13.1.2 Employer's Liability - $1,000,000 per accident for bodily injury or disease. 13.1.3 Commercial General Liability - $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage. 13.1.4 Automobile Liability - $1,000,000 per accident for bodily injury and property damage (coverage required to the extent applicable to Licensee's vehicle usage in performing services hereunder). 13.1.5 Professional Liability - $1,000,000 per claim and $2,000,000 aggregate. 13.1.6 Licensee's Pollution Liability - $1,000,000, for contractors or subcontractors performing construction work providing coverage for liability arising out of a sudden, accidental and gradual pollution 13.2 Concurrently with the execution of this Entry Permit, Licensee shall furnish Licensor with certificates and copies of information or declaration pages of the insurance required hereunder and, with respect to evidence of commercial general liability, automobile liability, and pollution liability insurance coverage, with original endorsements: 13.2.1 Naming the Licensor, its elected or appointed, officers, officials, employees, agents and volunteers, as additional insureds. 9 13.2.2 Stating that insurer waives all rights related to workers' compensation subrogation against the Licensor, its elected or appointed officers, officials, employees, agents and volunteers. 13.2.1 Stating that the insurance required by this agreement shall not be suspended, voided, canceled, or reduced in coverage or in limits. 13.3 Additional Requirements 13.3.1 Licensee must provide declarations and endorsements stating that Licensee's insurance coverage shall be the primary insurance with respect to Licensor, its elected or appointed officers, employees, agents and volunteers, and any insurance or self-insurance maintained by Licensor for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of Licensee's insurance and not contributory with it. 13.3.2 Licensee shall use its commercially reasonable efforts to cause any policies or certificates of insurance required under the provisions of this Section to contain an endorsement or provision that not less than thirty (30) days' prior written notice be given to Licensor prior to cancellation or reduction of coverage or amount of such policy. Notwithstanding the foregoing, Licensee shall immediately provide notice to Licensor of cancellation in coverage or reduction in per occurrence limits by first class mail. 13.3.3 Licensee hereby grants to Licensor a waiver of any right to subrogation which any insurer of said Licensee may acquire against the Licensor by virtue of the payment of any loss under such insurance. This provision applies regardless of whether or not the Licensor has requested or received a waiver of subrogation endorsement from the insurer. 13.3.4 Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to Licensor. 13.3.5 Licensor reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 13.3.6 The insurance obligations under this Entry Permit shall be: (1) all the insurance coverage and/or limits carried by or available to the Licensee; or (2) the minimum insurance coverage requirements and/or limits shown in this Entry Permit, whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the Licensor. No representation is made that the minimum insurance requirements of this Entry Permit are sufficient to cover the obligations of the Licensee under this Entry Permit. 13.3.7 Licensee shall be responsible for causing all contractors, subcontractors and consultants to purchase the same types and limits of insurance in compliance with the terms of this Entry Permit, including adding Licensor as an Additional Insured, providing Primary and Non -Contributory coverage and Waiver of Subrogation as required herein. 14. Termination and Remedies. The right of entry granted by this Entry Permit shall terminate as specified in Section 1. In addition, if Licensee is in breach or threatens breach of any of its obligations under this Entry Permit, Licensor shall have the right to terminate this Entry Permit immediately by providing written notice to Licensee. Licensee acknowledges that this is solely an Entry Permit in the nature of a license and that Licensee has no rights as an owner, purchaser or tenant by virtue hereof. Upon termination of this Entry Permit, Licensee shall promptly vacate the Property and Licensor may reenter and take exclusive possession of the Property and remove all persons or things therefrom, without legal process to the maximum extent permitted by law, or by such legal process as Licensor may deem appropriate. In the event of termination hereof due to a breach or threatened breach by Licensee of any provision hereunder, Licensor may seek any remedy available at law or in equity, including but not limited to a suit for damages for any compensable breach or noncompliance herewith or an action for specific performance or injunction. All remedies provided herein or by law or equity shall be cumulative and not exclusive. No termination or expiration of this Entry Permit shall relieve Licensee of its obligations to perform those acts required to be performed either prior to or after its termination. Notwithstanding the above provisions, Licensor shall have the right, at its sole discretion and without cause, to terminate this Entry Permit at any time by giving twenty four (24) hours' prior written notice to Licensee. 15. Licensor Inspection. Licensor and any authorized representative, employee, agent or independent contractor, shall be entitled to enter and inspect the Property or any portion thereof or improvements or work of Licensee thereon at any time and from time to time. 16. Assignability. This Entry Permit may not be assigned, whether voluntarily or by operation of law, without the prior written approval of Licensor. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Licensee, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Licensee is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Licensee. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. E 17. Notices. All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Contract shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the second business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Licensee to Licensor shall be addressed to Licensor at: Attention: Real Property Administrator City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 All notices, demands, requests or approvals from Licensor to Licensee shall be addressed to Licensee at: Attention: Joel Taubman Crown Castle Towers 06-2 LLC 1220 Augusta Drive, Suite 600 Houston, TX 77057 18. Waiver. A waiver by Licensor of any term, covenant, or condition in the Contract Documents shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 19. No Recordation of Entry Permit. Neither this Entry Permit nor a short form memorandum or assignment hereof shall be filed or recorded in any public office and any attorneys' fees or other costs incurred in clearing such cloud on title to the Property shall be Licensee's responsibility. 20. Damages. Licensee acknowledges that Licensor would not enter into this Entry Permit if it were to be liable for damages (including, but not limited to, actual damages, economic damages, consequential damages, lost profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use) under, or relating to, this Entry Permit or any of the matters referred to in this Entry Permit, including, without limitation, any and all plans, permits, licenses or regulatory approvals, CEQA documents, and transfers. Accordingly, Licensee covenants and agrees on behalf of itself and its successors and assigns, not to sue Licensor (either in its capacity as Licensor in this Entry Permit or in its capacity as the City of Newport Beach) for damages (including, but not limited to, actual damages, economic damages, consequential damages, lost profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use) or monetary relief for any breach of this Entry Permit by Licensor or for any dispute, controversy, or issue between Licensor and Licensee arising out of or connected with this Entry Permit or any of the matters referred to in this Entry Permit, including, without limitation, any and all plans, permits, licenses or regulatory approvals, CEQA documents, transfers or any future amendments or enactments thereto, the parties agreeing that declaratory relief, injunctive relief, mandate and specific performance shall be Licensee's sole and exclusive judicial remedies. 21. Standard Provisions. 21.1 Recitals. Licensor and Licensee acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Entry Permit. 21.2 Compliance with all Laws. Licensee shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Activities engaged in by Licensee shall conform to applicable city, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Licensor. 21.3 Integrated Contract. This Entry Permit represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 21.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Entry Permit and any other attachments attached hereto, the terms of this Entry Permit shall govern. 21.5 Interpretation. The terms of this Entry Permit shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Entry Permit or any other rule of construction which might otherwise apply. 21.6 Amendments. This Entry Permit may be modified or amended only by a written document executed by both Licensee and Licensor and approved as to form by the City Attorney. 21.7 Severability. If any term or portion of this Entry Permit is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Entry Permit shall continue in full force and effect. 21.8 Controlling Law and Venue. The laws of the State of California shall govern this Entry Permit and all matters relating to it and any action brought relating to this Entry Permit shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 10 21.9 Equal Opportunity Employment. Licensee represents that it is an equal opportunity employer and it shall not discriminate against any contractor, subcontractor, employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 21.10 Multiple Licensees. If more than one party executes this Entry Permit as Licensee, then the obligations and liabilities of all such parties shall be joint and several. 21.11 No Attorney's Fees. In the event of any dispute or legal action arising under this Entry Permit, the prevailing party shall not be entitled to attorneys' fees. 21.12 Counterparts. This Entry Permit may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] 11 IN WITNESS WHEREOF, the parties hereto have executed this Entry Permit as of the date first above written. LICENSEE CROWN CASTLE TOWERS 06-2 LLC, a Delaware limited liability company Date: Joel Taubman Project Manager ATTEST: Date: o zo 4 O r `AI.►Fdr Attachments: �rsf� LICENSOR CITY OF NEWPORT BEACH, a California municipal corporation and charter city Date: ?w By: Graceeung City M@viager APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: -�fiaron C. Harp City Atto ey [END OF SIGNATURES] Exhibit A — Map of Right of Entry Exhibit B — Scope of Activities 12 N 0 .t. , CL lro � �£8ss 10 co x LLI N 0 .t. , CL lro � �£8ss Exhibit A Map of Right of Entry A-1 Exhibit B Scope of Activities B-1 EXHIBIT B SCOPE OF ACTIVITIES Licensee's activities related to this Entry Permit are limited to access of certain portions of the Property, as depicted in Exhibit A, for the purpose of conducting visual inspections that do not result in a physical change to the Property. No other Activities are permitted unless specifically allowed pursuant to Section 2 of the Entry Permit.