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HomeMy WebLinkAboutContract 47553 CITY SECRETM RECLi' L. CONTRACT MAR -1 2016 EASEMENT ENCROACHMENT LICENSE AGREEMENT 0, ��C TI YS�C RT�RYT� Commercial THIS AGREEMENT is made and entered into by and between THE CITY OF FORT WORTH, a home rule municipal corporation of Tarrant County, Texas ("City"), acting by and through its duly authorized Planning and Development Director, and Kroger Texas L.P., hereinafter referred to as "Licensee", owner of the property located at NWC Bailey Boswell and Old Decatur("Property"). RECITALS WHEREAS, Licensee is the owner of certain real property described as (Lot 1, 2, Block 1 Boswell Marketplace), an addition to the City of Fort Worth, Tarrant County, Texas as recorded in County Clerks Document No. D215255096 of the Real Property records of Tarrant County ("Property"); and WHEREAS, the City has a IS foot wide water easement, 15 foot wide sewer easement (the "Easement") in the Property as shown on the map attached to this Agreement as Exhibit"A"and incorporated herein; and WHEREAS, Licensee desires to construct/place and maintain domestic water and fireline services, storm drainage and sewer services which will be purpose of encroachment (the "Encroachment") and which will encroach onto the City's Easement as shown on the attached survey and only to the extent shown thereon; and WHEREAS,to accommodate the needs of the Licensee,the City will allow the Encroachment under the terms and conditions as set forth in this Agreement. NOW, THEREFORE,the City and Licensee agree as follows: AGREEMENT 1. The City, in consideration of the payment by the Licensee of the fee set out below and covenants and agreements hereinafter contained, to be kept and performed by the Licensee, hereby grants permission to the Licensee to encroach upon and occupy a portion of the City's Easement as described in and at the location shown on Exhibit A for the purpose of constructing domestic water and fireline services, storm drainage and sewer services (the "Encroachment"). Upon completion of the Encroachment, Licensee Page 1 of 9 JFFR90AL RECORD Cab,V 'MCRE`TARY i Gam.VI o TH,'TX agrees to be responsible for maintaining any and all structures and buildings within and above the Easement. Licensee shall not expand or otherwise cause the Encroachment to further infringe in or on the City's Easement beyond what is specifically described in the exhibit(s) attached hereto. 2. All construction, maintenance and operation in connection with such Encroachment, use and occupancy shall comply and be performed in strict compliance with the Charter, Ordinance and Codes of the City and in accordance with the directions of the Director of the Transportation and Public Works Department or the Director of the Water Department of City, or his duly authorized representative. Prior to the construction of the Encroachment, Licensee shall submit all plans and specifications to the applicable Director or his duly authorized representative. Licensee shall not commence construction of the Encroachment until such approval shall be indicated in writing by the Director. However, such approval shall not relieve Licensee of responsibility and liability for concept, design and computation in the preparation of such plans and specifications. 3. Licensee agrees that City may enter and utilize the referenced areas at any time for the purpose of installing, repairing, replacing or maintaining improvements to its public facilities or utilities necessary for the health, safety and welfare of the public for any other public purpose. City shall bear no responsibility or liability for any damage or disruption or other adverse consequences resulting from the Encroachment installed by Licensee, but City will make reasonable efforts to minimize such damage. In the event that any installation, reinstallation, relocation or repair of any existing or future utility or improvements owned by, constructed by or on behalf of the public or at public expense is made more costly by virtue of the construction, maintenance or existence of the Encroachment and use, Licensee shall pay to City an additional amount equal to such additional cost as reasonably determined by the Director of Transportation and Public Page 2 of 9 Works or the Director of the Water Department of the City, or his duly authorized representative. 4. In order to defray all costs of inspection and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement, Licensee agrees to pay to City at the time this Agreement is requested an application fee in the sum of Three Hundred and Twenty Five Dollars ($325.00). 5. The term of this Agreement shall be for thirty (30) years, commencing on the date this Agreement is executed by the City of Fort Worth. Provided however, this Agreement shall terminate upon the non-compliance of any of the terms of this Agreement by the Licensee. City shall notify Licensee of the non-compliance and if not cured within thirty days this Agreement shall be deemed terminated. 6. It is further understood and agreed upon between the parties hereto that the easements to be used and encroached upon as described herein, are held by City as trustee for the public; that City exercises such powers over the easement as have been delegated to it by the Constitution of the State of Texas or by the Legislature; and that City cannot contract away its duty and its legislative power to control the easement for the use and benefit of the public. It is accordingly agreed that if the governing body of City may at any time during the term hereof determine in its sole discretion to use or cause or permit the right of way to be used for any other public purpose, that does not preclude the use of the Encroachment on the Property for a office building or activities related thereto, including but not being limited to underground, surface of overhead communication, drainage, sanitary sewerage, transmission of natural or electricity, or any other public purpose, whether presently contemplated or not, that the parties agree to negotiate in good faith in order to accommodate the Encroachment and the public purpose. Page 3 of 9 7. LICENSEE COVENANTS AND AGREES TO INDEMNIFY,AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND ELECTED OFFICIALS FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER HIND OR CHARACTER,ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID ENCROACHMENTS AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, ELECTED OFFICIALS OR INVITEES OF THE CITY; AND LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. LICENSEE SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE ENCROACHMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,SUBCONTRACTORS,LICENSEES,OR INVITEES. S. While this Agreement is in effect, Licensee agrees to furnish City with a Memorandum of Insurance, naming City as additional insured, as proof that it has secured and paid for a policy of commercial general liability insurance covering all risks related to the proposed use of the Property and the Encroachment. The amounts of such insurance shall be not less than the following: $1,000,000 Commercial General Liability with the understanding of and agreement by Licensee that such insurance amounts shall be revised upward at City's option and that Licensee shall so revise such amounts immediately following notice to Grantee of such requirement. Such liability coverage may be provided through primary and umbrella/excess policies. A copy of such Memorandum of Insurance is attached as Exhibit B". Licensee agrees to submit a Page 4 of 9 similar Memorandum of Insurance annually to City on the anniversary date of the execution of this Agreement. Licensee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such commercial general liability insurance at all times during the term of this Agreement and until the removal of all encroachments and completion of cleaning and restoration of city streets (to the extent that any encroachment or removal of any encroachment has disturbed any city street). 9. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay necessary fees to record this Encroachment on Easement Agreement in its entirety in the deed records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth, Texas. 10. Licensee agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the construction, operation and maintenance of said Encroachment and uses. 11. Licensee agrees to pay promptly when due all fees, taxes or rentals provided for by this Agreement or by any federal, state or local statute, law or regulation. Page 5 of 9 12. Licensee covenants and agrees that it shall operate hereunder as an independent contractor as to all rights and privileges granted hereunder and not as an officer, agent, servant or employee of City, and Licensee shall have exclusive control of and the exclusive right to control the details of its operations, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The doctrine of respondeat superior shall not apply as between City and Licensee, its officers, agents, servants, employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Licensee. 13. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee to construct, maintain and locate the Encroachment over or within the described Easement and is not a conveyance of any right, title or interest in or to the Easement nor is it meant to convey any right to use or occupy property in which a third party may have an interest. Licensee agrees that it will obtain all necessary permission before occupying such property. 14. In any action brought by the City for the enforcement of the obligations of the Licensee, City shall be entitled to recover interest and reasonable attorney's fees. 15. The parties agree that the duties and obligation contained paragraphs 3 and 4 shall survive the termination of this Agreement. Page 6 of 9 16. Licensee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this contract without the written approval of City Planning and Development Director, and any attempted assignment without such written approval should be void. 17. Any cause of action for breach of this Agreement shall be brought in Tarrant County, Texas. This Agreement shall be governed by the laws of the State of Texas. 18. This agreement shall be binding upon the parties hereto, their successors and assigns. EXECUTED thisr Vday of � 2016. City Licensee: City of Fort Worth KROGER TEXAS L.P., an Ohio limited partnership. By: GP ., Ohi C 'Poration, its g neral partn r By:_kff It By: R ndle Harw d,4irector Rick J. Landru 1 Planning and Development Vice President ATTEST: Approved As To Form and Legality ®° �� City Se Assistant City Attorney 0 �g$ o p O 2014 Easement Encroac eemea cial ge 7 of 9 -' 0 0FF1CW'\L RECORD CITY 5RETARY FV. MORT'% TX STATE OF TEXAS COUNTY OF TARRANT BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Randle Harwood, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth, and in the capacity therein stated. GIVE UNDER MY HAND AND SEAL OF OFFICE this day of 2016. CASSANDRA F. FOREMAN Not( Public,state of texas My Commission Expires 3 2017 Aprll26, Notary Public in and for the State of Texas 2014 Easement Encroachment Agreement-Commercial Page 8 of 9 STATE OF OHIO § COUNTY OF HAMILTON § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Rick J. Landrum, Vice President, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of KROGER TEXAS L.P., an Ohio limited partnership By: KRGP Inc., an Ohio corporation, its general partner, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of February, 2016. ,,,W....."I'1 PRIAL Carrie A.Cortolillo Notary Pudic.State of Ohio My Commission Exko pires 06-15.2019 v> . -O r" Notary Public in and for the State of Ohio eeeenneun„' 2014 Easement Encroachment Agreement-Commercial Page 9 of 9 w E x C �� ENCROACHMENT 17 EXHIBIT 2 \ \ s ED \ \ 5 100 Scale - I I I 1 \ �• 1" 100' 1 '� � ' ��\ ]ENCROACHMENT EXHIBIT 3 i _I r - - - -- t s ® ENCROACHMENT EXHIBIT 1 - — - — - - 1-- C7tuli L 1PQOXIMA i E LOCATION - OF ABSTRACT LINE - � (`variable width �Iof; of—wa ) Ivl f21C1 t GRAVEL E CO 7.5 UTILITY EASEMENT' o CC#D'197091722 5'TECO EASEMENT VOL_8422,PG. 1664 � q .,-„ THE SEAL APPEA IINGONIN T IS DOCUMENT P.E.WAS:AUTHORIZED MARIA 00106 wWinkelmann 020 ® 016 & Associates, Inc. ,..... po ENCROACHMENT KEYMAP SHEET BOSWELL MARKETPLACE CONSULTING CML ENGINEERS ■ SURVEYORS oo 8730 IM EST PLAZA DRIYE,SURE 323 (°72){°0-70°0 GALLAS,TEXAS '3230 (°72,`98_70°°rAx * ADDITION, LOT 1-2, BLOCK 1 Texos Engineers Reglstrotlon No.89 .................................. Rnn Reyistrotlon/Ikense No. 10086600 Expires 12-31-15 MARIA Q BONILLA—NICHOLLS OF COPYRIGHT 0 2015, Winkelman&AssodateR Inc. ................................. Scale N/A �'�: 1006h Date ; 02.08.16 000, .,tic.. ,.: EXHIBIT A 7 Dw . File : 19999 enchroachment—KEYMAP Q �(�' •• CCPQ Pro ect No. : 19999.00 G:\199\99\ENGINEERING\Exhibits\ENCROACHMENT EXHIBITS 19999 enchroachment—KEYMAP.dwg W E - PROPOS60 LOT 1, BLOCK 1 BOSELL MARKETIPLACE % $ _ 0. Scale 1 60' '�� 1 Encroachment Area=0.011 ACRES, i (469S FT.) W E 1�S'SE R EASEME�T 1 Y . , E , ' — r " PROPOSED LOT 3, BLOCK f LOT 2, PROPOSED BLOCK 1 -- BOSWELL - -MARKETPLACE BOSWELL ","MARKETPLACE,, ENCROACHMENT EXHIBIT 1 x 0 -W. BAILEY BOSWELL ROAD (CO. ROAD #4040) - - (variable width right-of-way) OE OE OE OE MARIARINOlfS 8803 R Y C. BONILLA—NICHOLLSE_ X001 �2 Winkelmann 02Q ��016 ENCROACHMENT EXHIBIT 1 OF & Associates, Inc. WATER & SEWER ENCROACHMENT SHEET o,��.• o CONSULTING CIVIL ENGINEERS ■ SURVEYORS p CO •.t�oo IN SEWER EASEMENT 2 57.50 HILLCREST PLAZA DRIVE,SURE 323 (972)490-7090 DALLAS,TEXAS 75250 (972)490-7009 FAX d Texas Englnears Reglstratlon No.69 ... ......................... BOSWELL MARKETPLACE firm Registratlan/lkense Na 10066600 Expires 12-31-15 MARIAC BONIU A-NICHMS COPYRIGHT 0 2015, Wnkalmann&AssoclateS,Inc. ........ ...................�Q ADDITION, LOT 1, BLOCK 1 OF Scale : N/A p'�'• 100106 Date : 02,08.16 Od p•. ! 0.011 ACRES DW . File : 19999—ENC—EXH-1 �0S •••• ' �C9®o (469 SQ. FT.) Project No. : 19999.00 G:\199\99\ENGINEERING\Exhibits\ENCROACHMENT EXHIBITS 19999—ENC—EXH-1.dwg PROPOSED I ��'; N I LOT 1, BLOCK 1 Encroac ment Area=0.002 ACRES r BOSWELL pa SQ.FT.) MARKETPLACY, �'. W E 1 ® - II i i ENCROACHMENT EXHIBIT 2 S 15'SEWER - �' _ - ti - 30' 60' EASEMENT- ; Scale V=60' 15'WATER EASEMENT O .Y I I t�6 rl No \ I 7 p \ CHAIN LINKFENCE { i 1 C EX T j/C j Ess oR, I s PROOSED SLOT 1, BLOCK 1 - BOSWELL MARKETPLACE T � �rl I it , PROPOSED — BOSWELL i MARKETPLACE,, PROPOSED y LOBLOCK 1 t y Y MARKETPLACE QBO " l TH _SE k 11 MA IAACI Nk I MIS DOCUM NT_WAS AUTHORIZED! LA—MCHOLLS P.E. d 100106 `�. Winkelmann 020 Q016 ENCROACHMENT EXHIBIT 2 D & Associates, Inc. °°Q0STORM ENCROACHMENT IN WATER SHEET 0 CONSULTING CIVIL ENGINEERS ■ SURVEYORS ����• •��•, Op 6730 HILLCREST PLAZA DRIVE.SURE 326 c972�{90-709D & SEWER EASEMENT 3 DALLAS,TEXAS 76230 c972 {90-7090 FAX d* '.* BOSWELL MARKETPLACE Texos Englneens Reglst�oNon No.89 . ............................. . Fkm RegW-11on/I1ense No. 10086600 Expkes 12-31-15 MARIA C. BONILLA—NICHOLLSF COPYRIGHT 0 2015, Winkelmann&Associates,Ino. ..............................p�a ADDITION, LOT 1, BLOCK 1 Scale : N/A pp 9; 100106 ;� Dote : 02.08.16 o0p�;•. !/C ®�O 0.002 ACRES DW File 19999—ENC—EXH-6 Q �tP '•E •�� (78 SQ. FT.) Pro ect No. : 19999.00 G: 199 99 ENGINEERING Exhibits ENCROACHMENT EXHIBITS 19999—ENC—EXH-6.dwg ,� N I W_' E Pi PO D' _ LOT 1,BLOCE1 BONE MA E=T ACE \� X30' 60' _ r 22, Encroachment a 0.001 ACRES - Scale 1"=60' ` (30 SQ.FT.) i ENCROACHMENT EXHIBIT 3 15'WATER EASEMENT � i E PROPOSED LOT 3, BLOCK 1 f € BOSWELL � I L � MARKETPLACE f ! E f ' } I A i f. 1 '1L L \f W. BAILEY BOSWELL OD_ (CO. ROAD #4040) (variable width right-of-way) OE OE @E _ E SE41 APPEARING ON THIS DOCUMENT WAS AUTHOR ED MARIA C. BONILLA—NICHOLLS P.E. if 100106 Winkelmann 020 a016 ENCROACHMENT EXHIBIT 3 & Associates, Inc. a®��•��.� Q� STORM ENCROACHMENT IN WATER SHEET CONSULTING CIVIL ENGINEERS ■ SURVEYORS d A-: •••• 00 9750 HILLCREST PLAZA DRNE,SUITE 323 (972)490-7090 * • * EASEMENT DALLAS,TDCAS 79230 (972)490-7099 PAx • ••. Texos Eng7ne—Re&t-ff-No.89 .. ............................. . BOSWELL MARKETPLACE grin Reg7slrotlon/Ilcense No. 10088800£xplres 12-31-15 MARIA C. E30NILLA-NICHULLS COPYRIGHT ns 2015, ftkelmmn&A9soofotee,Ino. ............................�o ADDITION, LOT 1, BLOCK 1 �F SCole : N/A p-® 100106 Dote : 02.08.16 0.001 ACRES DW . File : 19999-ENC-EXH-2 QQ°�(��i'•..•• •'"��9®Q (30 SQ. FT.) Pro ect No. : 19999.00 �01VA1� o G:\199\99\ENCINEERINC\Exhibits\ENCROACHMENT EXHIBITS 19999-ENC-EXH-2.dwg 810 810 805 PROP. GRADE 805 _ PROPOSED PRI VA TE — — — — — _JI SEWER LINE CROSSING 8OO0 GRADE PROPOSED 800 WATER LINE CROSSING 5x3' RCB ® 0.259 795 795 790 790 0+00 1+00 2+00 EXHIBI T 1 STORM LINE THE SEAL APPEAR/NG ON THIS DOCUMENT WAS AUTHOR/ZED -NICHO11.1Z FF I 10n106 RY MARIA C. BONILLA Winkelmann o2- 0016 OF °pna ENCROACHMENT EXHIBIT 1 & Associates, Inc. o @?(� •..�El.�oo WATER & SEWER ENCROACHMENT SHEET CONSULTING CIVIL ENGINEERS ■ SURVEYORS •••• 00 9=RILLCROIT PAU DM SUM H ceM))490-7000 * , � • � IN SEWER EASEMENT 5 DMIA%TOGS 75M t014)490-1000 In Taxers Engin"ReglafroNm Na 69 .*.:............................. gOSWELL MARKETPLACE am Reeppfafraflan,41 a se Na 10056600 EThes 12-31-15 � A A S CCAN60NT o 101 Whkehmmn h Araociafe3/na ................................. ADDITION, LOT 1, BLOCK 1 OF Scale : N/A 0-o•• 100106 Dote : 02.08.16 00A, !/CE O .-��� 0.011 ACRES Dw . File : 19999 Enchroachment Prole 000sSjaNA� Q (469 SQ. FT.) Pro ect No. : 19999.00 pp 000 G:\199\99\ENGINEERING\Exhibits\ENCROACHMENT EXHIBITS 19999 Enchroachment Profile.dwg 810 810 PROP. GRADE 805 805 EX. GRADE 800 800 PROPOSED 4" PVC @ 2.629' SEWER LINE CROSSING 11111 L PROPOSED 795 795 WA TER LINE CROSSING 790 790 0+00 1+00 2+00 EXHIBIT 2 STORM LINE THE SEAL APPEAR/NG ON THIS DOCUMENT WAS AUTHORIZED D�`� Winkelmann 02— 0016 & Associates, Inc. oo��•OF ?,% Doo ENCROACHMENT EXHIBIT 2 SHEET CONSULTING CML ENGINEERS . SURVEYORS y'�e: .' '•v'O0Q STORM ENCROACHMENT 6>�RI �M ass �o>z„�;;=■A. a * • •. * IN WATER & SEWER EASEMENT 6 okuws.,oua 7S2J0 Texea Engkiaas Ropfatrotlm Na I .*. .......................:.*. BOSWELL MARKETPLACE Fkm Regfafratianllicenae Na 10086600 EVkea 12-31-15 m"Q A S` Ccwmair©2014 ftkafinenn s Aeaodete;Ina ...................�..Q............. ADDITION, LOT 1, BLOCK 1 OF SCOIe N/A Q 1=06 Dote : 02.08.19 QQ�,�. !/CO;���' 0.002 ACRES DW . File : 19999 Enchroachment Profile opOSS�QNA`.� oo (78 SQ. FT.) Pro'ect No. : 19999.00 4p 000 G:\199\99\ENGINEERING\Exhibits\ENCROACHMENT EXHIBITS 19999 Enchroachment Profile.dwg 810 810 805 805 EX. GRADE PROP. GRADE 800 800 'rl'7 I21" RCP @ 0.25q 795 795 PROPOSED WA TER LINE CROSS/NG 790 790 1+00 2+00 3+00 EXHIBIT 3 STORM LINE l THE SEAL APPEARING ON THIS DOCUMENT WAS AUTHORIZED BY M) 1106 Winkelmann 020016 ENCROACHMENT EXHIBIT 3 & Associates, Inc. , o0 0SHEET CONSULTING CIVIL ENGINEERS ■ suRVEroes o'te.••'- ....... 0 STORM ENCROACHMENT GM IMCREST PLAZA DRIVE,SURE 323 ion>,aD-7D,D ;y� , *° IN WATER EASEMENT DALLAS.TMAS 73230 172)490-7029 FAUX .' •. Tezae�9 RVlsfmffon Na 69 .::•.p:�.......p.�...y.......�..I/.y..S/:y.:�:�. BOSWELL MARKETPLACE FY.n R f2tro6m/6cenae H&10086600 EVk"12-J7-15 �M1A ONSI ISIVfTl1.S..7 pli©201$ Nlkdmonn A.rocktes fnc .............................�. ADDITION, LOT 1, BLOCK 1 OF Scale : N/A p0 100106 Date : 02.08.16 0 ,'o..,• /CENS 0.001 ACRES .:N Poe tNa.1/ 19999 99n00roachment Profile '04400%...... (30 SQ. FT.) 0 G:\199\99\ENGINEERING\Exhibits\ENCROACHMENT EXHIBITS 19999 Enchroachment Profile.dwg C)(4017 B MEMORANDUM-OF-'INSURANCE DATE OF ISSUE: 1/20/2016 PRODUCER: COMPANIES AFFORDING COVERAGE A, B, D& E:(CASUALTY) MARSH-CHICAGO COMPANY A ACE AMERICAN INSURANCE COMPANY LETTER C(PROPERTY)Aon-CHICAGO COMPANY B ILLINOIS UNION INSURANCE CO. LETTER INSURED: COMPANY C LLOYDS AND VARIOUS COMPANIES THE KROGER CO., ITS SUBSIDIARIES AND LETTER AFFILIATES COMPANY 1014 VINE STREET p NATIONAL UNION FIRE INSURANCE CINCINNATI, OH 45202 LETTER COMPANY OF PA COMPANY E VINE COURT ASSUTANCE, INCORPORATED LETTER COVERAGES , This memorandum is furnished to you as a matter of information for your convenience. It is not intended to reflect all the terms and conditions or exclusions of such policies.This memorandum is not an insurance policy and does not amend, alter, or extend the coverage afforded by the listed policies.The insurance afforded by the listed policy is subject to all the terms, exclusions and conditions of such policies. CO TYPE OF INSURANCE POLICY EFF. EXP. LIMITS SHOWN ARE AS REQUESTED LTR NUMBER DATE DATE COMMERCIAL GENERAL LIABILITY XSL G27403499* 1/25/16 1/25/17 EACH OCCURRENCE $ 2,000,000 X COM GEN LIABILITY FIRE DAMAGE(Any Fre $ 2,000,000 CLAIM OCCUR MED EXPENSE(Any one Aperson) N/A OWN&CONT PROT PERSONAL&ADV INJURY $ 2,000 000 X OCCURRENCEFORM GENERAL AGGREGATE $ 30,000,000 X DRUGGIST LIABILITY PRODUCTS-COMP/OP/AGG $ 30,000,000 AUTOMOBILE COMBINED SINGLE LIMIT LIABILITY ISA H08866971 1/25/16 1/25/17 A ANY AUTO,HIRED AUTOS, $ 5,000,000 NON-OWNED AUTOS, PHYSICAL DAMAGE SELF- INSURED ISA H08866971 1/25/16 1/25/17 AUTO ONLY $ 3,000,000 A GARAGE LIABILITY ANY AUTO EXCESS LIABILITY 19086811 1/25/16 1/25/17 D X UMBRELLA FORM EACH OCCURRENCE $ 5,000,000 OTHER THAN UMB AGGREGATE $ 5,000,000 21 STATUTORY LIMITS WLRC4859752A 1/25/16 1/25/17 EL EACH ACCIDENT $ 2,000,000 WORKERS' (CT,DC,DE,FL,ME EL DISEASE—POLICY LIMIT $ 2,000,000 COMPENSATION/ MD,MN,MA,MO,NC EL DISEASE—EACH $ 2,000,000 A EMPLOYES LIABILITY THE EMPLOYEE PROPRIETOR/PARTNERS NV,NJ,NY,SD,RI,VA) EXECUTIVE OFFICERS SCF C48597567(WI) ARE INCLUDED WCU C48597440(All Other States)* B PREMISE POLLUTION PPL G21977020 012 5/1/15 5/1/16 PER CLAIM $ 10,000,000 LIABILITY ALL CLAIMS $ 20,000,000 B MASTER STORAGE TANK UST G2181037A 012 5/1/15 5/1/16 PER CLAIM $ 1,000,000 THIRD PARTY LIABILITY ALL CLAIMS $ 2,000,000 C PROPERTY DP040715 6/30/15 6/30/16 PER OCCURRENCE $ 10,000,000 E HEALTHCARE FACILtTifS 337-1-TLCHPLI 1/25/16 1/25/17 PER OCCURRENCE $ 1,000,000 PROFESSIONAL LIABILITY DESCRIPTION OF OPERATIONSIL'OCATIONSNEHICLES/SPECIAL ITEMS ADDITIONAL INFORMATION: `GL Policy Number XSL G27403499 is subject to a self insured retention of USD$3,000,000. COMMERCIAL GENERAL LIABILITY:Coverage includes Liquor Liability and Professional/Druggist's Liability. Regarding Commercial General Liability and Auto Liability, any party with which the Named Insured is contractually required to include as Additional Insured is automatically granted such status. Additional Insured-Vendors Endorsement is also automatically granted such status where required.However,coverage under the policy only applies to the extent of the coverage required by such contractual requirement and for the limits of liability specified in such contractual requirement,but in no event for insurance not afforded by the policy nor for limits of liability in excess of the applicable limits of liability of the policy.The existence of more than one insured or Additional Insured or other interests shall not serve to increase the limits of liability of the policy.The policy automatically waives subrogation if such rights are waived by written contract prior to loss by the Insured. WC Policy Number WCU C48597440 is subject to a self insured retention of USD$5,000,000. Terrorism coverage is included per TRIA provisions,as required by workers compensation statutes. PROPERTY: All risk including boiler and machinery,business interruption and extra expense;all real and personal property;replacement cost.Self-Insured Retention is internally funded for requirements of Contract Terms.. The existence of more than one Insured or Additional Insured or other interests shall not serve to increase the limits of liability of the policy. USD$10,000,000 aggregate limit for Earthquake/Flood where required by contract. Coverage includes a building ordinance extension.Terrorism coverage is included per TRIA provisions. The policy automatically waives subrogation if such rights are waived by written contract prior to loss by the Insured. The policy includes'Rents' Any party with which the Named Insured has a contractual requirement to be included as an Additional Insured,Loss Payee,Mortgagee or Trustee shall automatically be granted such status under this Policy."The above shall also apply to any parties that the landlords of the Named Insured have a written agreement for such interest(s)with respect to property insured hereunder'.However,coverage under the policy only applies to the extent of the coverage required by such contractual requirement and for the limits of liability specified in such contractual requirement,but in no event for insurance not afforded by the policy nor for limits of liability in excess of the applicable limits of liability of the policy. POLLUTION: Regarding Pollution Liability any party with which the Named Insured is contractually required to include as Additional Insured is automatically granted such status. Healthcare Facilities Professional Liability applies only to the operations of The Little Clinic,LLC and Axium Pharmacy Holdings,Inc.and its affiliates and subsidiaries. The Named Insured Includes The Kroger Co.,its subsidiaries,affiliates and dba's including,but is not limited to the following: Inter-American Products,Inc;Dillon Real Estate Co.,Inc.;Fred Meyer Stores,Inc.;Fred Meyer Jewelers,Inc.;Fred Meyer Stores,Inc.dba Quality Food Centers;Bell Markets,Inc.;Cala Foods,Inc.; Ralphs Grocery Co.;Smith's Food&Drug Centers,Inc.;Kroger Limited Partnership I;The Kroger Co of Michigan;Topvalco,Inc.; Kroger Limited Partnership 11;Dillon Companies,Inc.dba King Soopers,Inc.;Smith's Food&Drug Centers,Inc.dba Fry's Food Stores.;Dillon Companies,Inc.; Columbus Bakery a division of The Kroger Co.;The Kroger Co.dba Jackson Ice Cream Co.:Alpha Beta Company,Country Oven,Inc.;Food 4 Less Holdings,Inc.; Kessel FP,LLC;Michigan Dairy,LLC;Pace Dairy Foods Company;Pontiac Foods,Inc.; Kwik Shop,Inc.;Mini Mart,Inc.;Turkey Hill LP.dba Turkey Hill Mini Markets; Turkey Hill LP.;Healthy Options,Inc.,:Kroger 017 Operator,Inc.:Axium Pharmacy Holdings,Inc.and Subsidiaries:The Little Clinic,LLC and its subsidiaries;Junior Food Stores of West Florida,Inc.dba Tom Thumb Stores; Heritage Farms Dairy;Harris Teeter Supermarkets,Inc.,Harris Teeter,LLC,You Technology,LLC; Smith's Food and Drug Centers,Inc.dba Peyton's Phoenix and Peyton's Southeastern,Inc.;Vitacost.com,inc.;84.51°LLC:KTLP;Roundy's Supermarkets,Inc.; ITA,Inc.;Kee Trans,Inc.