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HomeMy WebLinkAboutContract 50866 CITY SECRETARY RIGHT OF WAY CONTRACT NO.. b t o ENCROACHMENT AGREEMENT (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 herein by and through its duly authorized City Manager, its duly authorized Assistant City Manager or Planning and Development Department Director, and CVS Pharmacy, Inc. a Rhode Island corporation "Licensee", tenant of the real property located at 515 Houston Street, Fort Worth, Texas 76102-("Property"). RECITALS WHEREAS, Licensee is the owner of certain real property situated in the City of Fort Worth, Tarrant County, Texas, more particularly described in the attached Legal Description of the Property; and WHEREAS, the City has a street, alley, sidewalk, and/or other public right-of- way (individually or collectively, the "Public Right-of-Way") adjacent to the Property as shown on the map attached to this Agreement as Exhibit "A" and incorporated herein for all purposes; and WHEREAS, Licensee desires to construct and maintain certain signage which will encroach onto the Public Right-of-Way; and WHEREAS, City will allow the encroachment of the signage under the terms and conditions set forth in this Agreement to accommodate the needs of the Licensee, NOW, THEREFORE, the City and Licensee agree as follows: AGREEMENT 1. City, in consideration of the payment by Licensee of the fee set out below and covenants and agreements hereinafter contained, to be kept and performed by Licensee, hereby grants permission to Licensee to encroach upon, use and/or occupy portions of the space under, on, and/or above the City's Public Right-of-Way to construct/install and/or allow to remain, certain si nae as described in and at the location shown on Exhibit "A" but only to the extent shown thereon. Upon completion of the signage, Licensee agrees to be responsible for maintaining the signage. Licensee shall not expand or Q� 234 ,5 s�otherwise cause the signa _e to further infringe in or on City's Public Right-of-Way beyond what is specifically described in the Exhibit(s) attached hereto. REcelvo 0 2 OFFICIft MORD cn� s D CITU'3ECREURY �9S b S Z `old OW Encroachment Agreement-Commercial FT-WOM,TX Page 1 of 11 Revised 10/2017 All construction, maintenance and operation in connection with such signage, use and occupancy shall be performed in strict compliance with this Agreement and the City's Charter, Ordinances and Codes, and in accordance with the directions of the City's Director of Transportation and Public Works, or his or her duly authorized representative. The plans depicting the Signage/Encroachment are attached hereto as Exhibit " " and Licensee shall construct and maintain the Signage in material compliance with such plans. 3. Upon completion of the construction and installation of the signage, there shall be no other encroachments in, under, on or above the surface area of the Public Right-of- Way,except as described herein and depicted on Exhibit"A". 4. Licensee, at no expense to the City, shall make proper provisions for the relocation and installation of any existing or future utilities affected by such encroachment, use and occupancy, including the securing of approval and consent from any affected utility companies and the appropriate agencies of the State of Texas and its political subdivisions. 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 such encroachment and use, Licensee shall pay to City an additional amount equal to such additional cost as determined in the reasonable discretion of the Director of Transportation and Public Works, or his or her duly authorized representative. 5. Upon prior written notice to Licensee, except in the case of an emergency, 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 or for any other public purpose. City shall bear no responsibility or liability for any damage or disruption or other adverse consequences resulting from the Improvements 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 Improvements 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 Works or the Director of the Water Department, or said Director's duly authorized representative. 6. ROW Encroachment Agreement-Commercial Page 2 of 11 Revised 10/2017 Licensee agrees to pay to City at the time this Agreement is requested an application fee of$325.00 in order to defray all costs of inspection and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement. Licensee agrees to pay a fee in the amount of$.56 per square/linear foot of the encroachment area upon execution of this Agreement and annually thereafter, or may pay the total of the annual fees in advance. 7. The term of this Agreement shall be for 30 years commencing on the date this Agreement is executed by City. However, this Agreement shall terminate upon Licensee's non-compliance with any of the terms of this Agreement. City shall notify Licensee in writing of the non-compliance, and if not cured within 30 days, this Agreement shall be deemed terminated unless such non-compliance is not susceptible to cure within 30 days, in which case this Agreement shall be deemed terminated in the event that Licensee fails to commence and take such steps as are necessary to remedy the non-compliance within 30 days after written notice specifying the same, or having so commenced,thereafter fails to proceed diligently and with continuity to remedy same. 8. Upon termination of this Agreement, Licensee shall at no expense to City remove the signage encroaching into the Public Right-of-Way, and restore the Public Right-of- Way to a condition acceptable to the Director of Transportation and Public Works, or his or her duly authorized representative, in accordance with then-existing City specifications. It is understood and agreed by Licensee that if this Agreement terminates and Licensee fails to remove the signage and restore the Public Right-of-Way, Tenant hereby gives City permission to remove the Improvements along with any supporting structures, restore the Public Right-of-Way, and assess a lien on the Property for the costs expended by the City in taking such actions. 9. It is further understood and agreed between the parties hereto that the Public Right-of-Way to be used and encroached upon as described herein, is held by City as trustee for the public; that City exercises such powers over the public right-of way as have been delegated to it by the Constitution of the State of Texas or by the Texas Legislature; and that City cannot contract away its duty and its legislative power to control the Public Right-of-Way 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 Public Right-of-Way to be used for any other public purpose, including but not limited to, underground, surface or overhead communication, drainage, sanitary sewerage, transmission of natural gas or electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall terminate upon 60 days' written notice to Licensee. In the event this ROW Encroachment Agreement-Commercial Page 3 of 11 Revised 10/2017 Agreement is terminated under this Section 9, Licensee shall perform the obligations regarding removing the signage and restoring the Public Right-of-Way described in Section 8. 10. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee to construct, maintain and locate signage over or within the described Public Right-of-Way and is not a conveyance of any right, title or interest in or to the Public Right-of-Way nor is it meant to convey any right to use or occupy any property in which a third party may have an interest. Licensee agrees that it will obtain all necessary permissions before occupying such property. 11. 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 the- gpage, encroachment and uses. 12. 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. 13. 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. 14. 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 KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF THE IMPROVEMENTS AND ENCROACHMENT AND USES GRANTED ROW Encroachment Agreement-Commercial Page 4 of 11 Revised 10/2017 HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED 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 IMPROVEMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, OR TRESPASSERS. 15. While this Agreement is in effect, Licensee agrees to furnish City with a Certificate of Insurance naming City as certificate holder, as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the proposed use and occupancy of public property as described or depicted in Exhibit"A". The amounts of such insurance shall be not less than $1,000,000 Commercial General Liability With the understanding and agreement by Licensee that such insurance amounts may be revised upward at City's option and that Licensee shall so revise such amounts promptly following notice to Licensee of such requirement. Such insurance policy shall not be canceled or amended without at least 30 days prior written notice to the Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as Exhibit "B" and incorporated herein for all purposes. Licensee agrees to submit a similar Certificate 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 public liability insurance at all times during the term of this Agreement and until the removal of all encroachments and the cleaning and restoration of the Public Right-of-Way. All insurance coverage required herein shall include coverage of all Licensees' contractors and subcontractors. 16. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay the fees to record this Agreement in the Real Property Records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth. ROW Encroachment Agreement-Commercial Page 5 of 11 Revised 10/2017 17. 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. 18. Licensee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this Agreement without the prior written approval of the City, and any attempted assignment without such written approval shall be void. In the event Licensee conveys its leasehold interest in the Property, Licensee may assign all of its rights and obligations under this Agreement to the new tenant of the Property, and Licensee shall be deemed released from its duties and obligations hereunder upon City's approval in writing of such assignment, which approval shall not be unreasonably conditioned or withheld. Foreclosure by a secured lender of Licensee or assignment to a secured lender by Licensee in the event of default or otherwise shall not require City approval provided that said lender notifies City in writing within 60 days of such foreclosure or assignment and assumes all of Licensees' rights and obligations hereunder. However, no change of leasehold interest due to foreclosure or assignment to any secured lender of Licensee shall be effective as to City unless and until written notice of such foreclosure or assignment is provided to City. 19. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATIONS CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 20. 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. 21. This Agreement shall be binding upon the parties hereto, their successors and assigns. [SIGNATURES APPEAR ON FOLLOWING PAGE] ROW Encroachment Agreement-Commercial Page 6 of 1 I Revised 10/2017 THIS AGREEMENT may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. City Licensee: CITRT RTH CVS PHARMACY, INC. By: By. i PHaandleood Name: Toni A. Mdttd Ass"Sant Director Title: Planning and Devel pment 00,Date: , 2018 CVs Legal Appvl L�rl, �},nckle 1�►ti, EST: Approved As To Form and Legality 0r-%7` ,® A51. 4ity Secretary `�� ssistant City Attorney _ Z 7 M&C: I►�-A rEX�;S 1295: ®NICIAL H11000 ell"111cffi 1'ARY WORTH,TX 2015 Easement incroac uiicnt Agrccment-Commercial Page 7 of 13 Rev. 02/2015 Contract Compliance Manager By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and report requirements. Janie Scarlett Morales Development Manager OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on 01.tjtA 0 i I , 2018 by Randle Harwood, Director of the Planning and Development Department of the City of Fort Worth, on behalf the City of Fort W 7 Not Public, a e of-T- as ,511N// JENNIFER LOUISE EZERNACK =:°• �'Notary Public, State of Texas Comm.Expires 03-01-2020 Notary ID 130561630 After Recording Return to: Cassandra Foreman Planning and Development Department 1000 Throckmorton Street Fort Worth TX, 76102 FOFFICIAL RgCM Y 3ECRM ' o WORYM,TX 2015 Easement Encroachmcnt Agreement-Commercial Page 8 of 13 Rev.02/2015 STATE OF RHODE ISLAND § COUNTY OF PROVIDENCE § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Tzx_as"� " is day personally appeared (title), known to me to be the person whose name is subscribed to the foregoiri instrument and acknowledged to me that-he/she executed the a g � g same for the purposes and consideration therein expressed, as the act and deed of CVS Pharmacy, Inc., a Rhode Island corporation, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this /5+ day of 2018. Notary Public in and for the State of Rhode Island Gail L. Beaulieu Notary Public 28998 State of Rhode Island My Comm. Expires 06/27/2021 OFFICIAL. Cffy SECREM FT.WOE, 2015 Easement Encroachment Agreement-Commercial Page 9 of 13 Rev.02/2015 LEGAL DESCRIPTION OF THE PROPERTY 2^vis caseiiicnt Encroach,��ent;grcement-Commercial Page 10 of 13 Rev. 02/2015 Legal cescnpt.or,of land , BEING 0.230 acres of land located in Block 84 of the ORIGINAL TOWN OF FORT WORTH, an unrecorded plat.Tarrant County. Texas,and be.ng the same frac;of land conveyed to Tandy Corporation Dy deed recorded in Volume 7164,Page 534, of the Deed Records of Tarrant County.Texas said 0.230 acres,being more particularly described by metes and bounds as follows: BEGINNING at a building corner at the South corner of said Block 84,being the intersection of the Northeast right-of-way line of Houston Street(an 80 foot wide right-cf-way)and the Northwest right-of-way line of West Fifth Street(a 60 foot right-of-way); TI4ENCE N 30 degrees 00 minutes 00 seconds W 100.00 feet,along the Northeast right-of-way line of said Houston Street,and the Southwest face of said building to a building corner,marking the West corner of said Tandy Corporation Tract,being the South corner of the tract of land conveyed to Sundance West Partners.L.P.,by the deed recorded in Volume 10600,Page 1894 of the Deed Records of Tarrant County,Texas: THENCE N 60 degrees 00 minutes 00 seconds E 100.00 feet,along the Northwest boundary line of said Tandy Corporation Tract,and the Southeast boundary line of said Sundance West Partners Tract,to an 'X'cut in concrete set at the North comer of said Tandy Corporation Tract,from which a"Y"cut found in the face of a brick wail lies S 60 degrees 00 minutes 00 seconds W. 2.00 feet and S 30 degrees 00 minutes 00 seconds E,0.79 feet; THENCE S 30 degrees 00 minutes 00 seconds E 100.00 feet, along the Northeast boundary line of said Tandy Corporation Tract,to a point in the top of a steel drain cover marking the East corner of said Tandy Corporation Tract,lying in the Southeast boundary tine of said Block 84,and the Northwest right-of-way line of aforesaid West Fifth Street,and from which a tack rn the lead plug found lies N 60 degrees 00 minutes 00 seconds E,5.00 feet.and S 30 degrees 00 minutes 00 seconds E 5.48 feet; r THENCE S 60 degrees 00 minutes 00 seconds W 1100.00 feet,along the Southeast boundary line of said Block 84, being the Southeast boundary line of said Tandy Corporation Tract.and the Northwest right-of-way line of aforesaid West Fifth Street,to THE PLACE OF SEG INNING,containing 0.230 acres (10,000 square feet of land). 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' aey /\{ , >f EXHIBIT "C" Copy of Certificate of Insurance Insurance certificate is posted on the insurance company's website at: https://online.marsh.com/marshconnectp ubl is/marsh2/public/moi?client=3 53 5 866 2015 Easement Encroachment Agreement-Commercial Page 13 of 13 Rev.02/2015 II Memorandum of Insurance DATE MEMORANDUM OF INSURANCE 12-Mar- 2018 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum. This Memorandum does not amend, extend or alter the coverage described below. This Memorandum may only be copied, printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use. Any other use, duplication or distribution of this Memorandum without the consent of Marsh is prohibited. "Authorized viewer" shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via https://online.marsh.com/marshconnectpublic/marsh2/public/moi?client=3535866.The information contained herein is as of the date referred to above. Marsh shall be under no obligation to update such information. PRODUCER COMPANIES AFFORDING COVERAGE Marsh USA Inc. "Marsh" o. A See Additional Information Section INSURED Co. B Greenwich Insurance Company VS Health Corporation o. c XL Insurance America OneCVS Drive C 2180, Woonsocket o.DXL Specialty Insurance Company C Rhode Island 02895 Co. E ACE American Insurance Company United States Co. F OVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO TYPE OF POLICY POLICY POLICY LIMITS LTR INSURANCE NUMBER EFFECTIVE EXPIRATION LIMITS IN USD UNLESS OTHERWISE INDICATED DATE DATE B 3ENERAL RGE3001220-0101-Jan-2018 01-Jan-2019 GENERALAGGREGATE USD 28,000,000 [ABILITY PRODUCTS-COMP/OP INCLUDE ommercial AGG ABOVE eneral Liability PERSONAL AND ADV USD 4,500,000 ccurrence INJURY EACH OCCURRENCE USD 4,500,000 IRE DAMAGE(ANY ONE 1,000,000 IRE MED EXP(ANY ONE PERSON) B AUTOMOBILE RAD9437823-0101-3an-2018 01-Jan-2019 COMBINEDSINGLE USD 5,000,000 IABILITY LIMIT Any AtBODILY INJURY(PER Yuo PERSON BODILY INJURY(PER ACCIDENT PROPERTY DAMAGE XCESS LIABILITY EACH OCCURENCE AGGREGATE GARAGE LIABILITY AUTO ONLY(PER ACCIDENT) OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE C WORKERS RWD3001221- 01-Jan-2018 01-Jan-2019 WORKERS COMP LIMITS D COMPENSATION/ 01 01-Jan-2018 01-Jan-2019 EL EACH ACCIDENT USD 2,000,000 EMPLOYERS RW R3001222- EL DISEASE-POLICY USD 2,000,000 LIABILITY 01 LIMIT EL DISEASE-EACH USD 2,000,000 EMPLOYEE E Primary E&O I 30-Apr-2017 30-Apr-2018 $15,000,00 MSPG24560533 09 A Property Refer to 30-Jul-2017 30-Jul-2018 All Risk of Direct Physical Refer to Additional Additional Loss or Damage including Information Flood and Earth Movement, Informatio Property Sectio subject to Policy Terms and Property Sectio Conditions B Boiler& Refer to 30-Jul-2017 30-Jul-2018 Machinery Additional Equipment Breakdown Refer to Additions subject to Policy Terms and Information Conditions Informatio Property Section Property Sectio he Memorandum of Insurance serves solely to list insurance policies, limits and dates of overs e. Any modifications here to are not authorized. MEMORANDUM OF INSURANCE DATE 12-Mar-2018 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum. This Memorandum does not amend, extend or alter the coverage described below. This Memorandum may only be copied, printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use. Any other use, duplication or distribution of this Memorandum without the consent of Marsh is prohibited. "Authorized viewer" shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via https://online.marsh.com/marshconnectpublic/marsh2/public/moi?client=3535866. The information contained herein is as of the date referred to above. Marsh shall be under no obligation to update such information. PRODUCER INSURED Marsh USA Inc. CVS Health Corporation "Marsh") One CVS Drive C 2180,Woonsocket Rhode Island 02895 [United States DDITIONAL INFORMATION PROPERTY-Retail Stores Policy Limits:$125,000,000 ARTICIPATING INSURERS: Factory Mutual Insurance Company Policy# 1029059 Interstate Fire&Casualty Company Policy#RTX 200031 17 0 hubb Custom Insurance Company Policy#4486126306 Executive Risk Specialty Ins.Co.Policy#4468126406 General Security Co.of AZ Policy#T0234451703822 * Allied World Assurance Company,Ltd Policy#P010154/010 CE American Insurance Company Policy#MAUD37869995 003 Arch Insurance Company Policy#PRP0057326-03 Lloyds(various syndicates)Policy#BOWPNI700394 Aspen Specialty Insurance Company Policy#PRAEKQE 17 Indian Harbor Insurance Company Policy#PR00046346-02 Tokio Marine America Ins.Co.Policy#LCP6481017-01 axum Indemnity Co.Policy#A)MSP 6029155-02;B)NVA 6029155-02 Liberty Mutual Fire Ins.Co.Policy#MQ2-L9L-423889-027 Brit Ins.Co. Policy#PD-10858-01 anopius Underwriting Policy#CUAD190/00 SF(Munich Re)Policy#3VA3PP0000005-00 Hallmark Insurance Company Policy#73PRX17FO93 Sompo International(US)Policy#ARP10011544400 Hallmark Insurance Company Policy#73PRXI7F095 * Sompo International(Bermuda)Policy#BPD 10011544200 NDI(Aioi)Policy#MAUD37869995003 BERMUDA* HE PROPERTY INSURANCE NUMBERS BPD10011544200 AND P010154/010 PLACEMENTS WERE DE BY MARSH GLOBAL BROKING(BERMUDA).MARSH USA INC.HAS ONLY ACTED IN THE OLE OF A CONSULTANT TO THE CLIENT WITH RESPECT TO THIS PLACEMENT,WHICH IS INDICATED HERE FOR YOUR CONVENIENCE. EXCERPT FROM POLICY FORM: NAMED INSURED VS Health Corporation One CVS Drive Woonsocket,RI 02895 d its allied,affiliated,subsidiary,and associated companies and/or corporations through ownership or anagement and the insured's interest in trusts,partnerships,limited liability companies,and joint ventures as now exist or may hereafter be constituted or acquired including their interests as owners,nominees,mortgagees,agents or others or otherwise as indicated and any party in interest which the insured is responsible to insure,but only for he specific perils for which the insured agreed in writing to provide coverage,hereinafter referred to as"the insured".It is further agreed that as respects joint ventures and partnerships entered into by the named insured,that t the option of the named insured,these entities are insured under this policy VIDENCE/CERTIFICATES OF INSURANCE A.Any evidence of insurance issued in connection with this Policy,including electronic memorandums of surance,shall be issued solely as a matter of convenience or information for the addressee(s),holder(s)or viewer s)of said evidence of insurance,except where under written contract with a third party the Insured is required to provide property insurance for the benefit of a third party and include the interest of such third party under said property Policy as either additional insured,loss payee or mortgagee pursuant to said contract. In such event,the interest of such third party as either additional insured,loss payee or mortgagee as its interest may appear shall be overed under this Policy as of the inception date of this Policy if the contract had been entered into by the Insured prior to the Policy inception date,or as of the date the Insured enters into contract with the third party if such date occurs subsequent to the Policy inception,subject otherwise to all of the Policy,terms,conditions and exclusion. Further,the inclusion of such additional interest(s)shall not increase this Companys limit of liability under this Policy. It is also agreed that in the event of loss or damage to property insured under the Insureds property Policy where he third party has an interest in said property per contract with the Insured as either additional insured,loss payee r mortgagee and is not otherwise specifically named under the Policy or made known to the Company prior to loss,such interest will be notified to the Company on the date of the notice of loss per the Policy conditions or as soon as reasonably practicable thereafter.Failure to timely notify the Company in such event will not relieve this Company of any liability for said additional interests,but will be corrected as soon as possible. The Company also authorizes Marsh USA Inc.to issue certificates of insurance or to display Memorandum of Insurance including any mortgagee, loss payee and additional insured clauses consistent with the foregoing. STANDARD MORTGAGEE CLAUSE Loss or damage,if any,under this Policy,shall be payable to any mortgagee,(or trustee)as designated herein by ndorsement or certificate of insurance,as interests may appear,under all Present or future mortgages upon the property herein described in which the aforesaid may have an interest as mortgagee(or trustee),in order of precedence of said mortgagees,and this insurance,as to the interest of the mortgagee or trustee only therein,shall of be invalidated by any act or neglect of the mortgagor or owner of the within described property,nor by any foreclosure or other proceedings or notice of sale relating to the property,nor by any change in the title or wnership of the property nor by the occupation of the premises for purposes more hazardous than are permitted b his Policy;provided,that in case the mortgagor or owner shall neglect to pay any premium due under this Policy, he mortgagee or trustee,shall,on demand,pay the same. Provided also,that the mortgagee(or trustee)shall notify he Companies of any change of ownership or occupancy or increase of hazard which shall come to the knowledge f said mortgagee,(or trustee)and,unless permitted by this Policy, it shall be noted thereon and the mortgagee(or trustee)shall,on demand,pay the premium for such increased hazard for the term of the use thereof;otherwise this Policy shall be null and void. The Company reserves the right to cancel this Policy at any time provided by its terms,but in such case this Policy shall continue in force for the benefit only of the mortgagee(or trustee)for 90 days after notice to the mortgagee or trustee)of such cancellation and shall then cease and the Companies shall have the right,on like notice,to cancel this agreement. Whenever the Companies shall pay the mortgagee(or trustee)any sum for loss or damage under this Policy and hall claim that,as to the mortgagor or owner,no liability therefore existed,the Companies shall,to the extent of such payment,be thereupon legally subrogated to all rights of the party to whom such payment shall be made unde 11 securities held as collateral to the mortgage debt,or may,at its option,pay to the mortgagee(or trustee)the hole principal due or to grow due on the mortgage with interest accrued thereon to the date of such payments,an hall receive a full assignment and transfer of the mortgage and of all such other securities;but no subrogation shall impair the right of the mortgagee(or trustee)to recover the full amount of said mortgagee's(or trustee's)claim. ANCELLATION This Policy may be canceled at any time at the request of the Insured or it may be canceled by the Company by ailing to the Insured at: ice President of Risk Management VS Health Corporation One CVS Drive Woonsocket,RI 02895 d to the additional insureds/loss payees or mortgagee indicated on the certificates of insurance issued during the term of this Policy,written notice stating when,not less than 90 days thereafter,such cancellation shall be effective.The earned premium shall be computed on a pro-rata basis. The mailing of notice as aforesaid shall be sufficient proof of notice and the effective date and hour of cancellation tated in the notice shall become the end of the Policy period.Delivery of such written notice either by the Insured r by the Company shall be equivalent to mailing. Cancellation shall not affect coverage on any shipment in transit on the date of cancellation.Coverage will continue in full force until such property is safely delivered and accepted at place of final destination. In the event of non-payment of premium this Policy may be canceled by the Company by mailing to the Insured at he address shown in A.above stating when,not less than 10 days thereafter,such cancellation shall be effective. Reinstatement of coverage shall be effective immediately upon receipt of premium by the Company. DDITIONAL INSURED,LOSS PAYEE, OR MORTGAGEE Any party which the Named Insured is contractually required to include as an Additional Insured,Loss Payee,or Mortgagee is granted such Status under this policy as such interest may appear.Coverage under the policy applies only 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,Additional Insured or other interests shall not serve to increase the limits f liability of the policy. PERILS: "All Risk"of direct physical loss or damage including Earthquake,Flood,and Wind, Subject to policy terms and conditions.Equipment Breakdown(Boiler and Machinery)Perils,Terrorism,Mold and Business Interruption are excluded.Plate Glass Damages are covered.Rental Value is included on an actual loss sustained basis but only to the extent required by the lease. PROPERTY COVERED Real and Personal Property,Extra Expense,Improvements and Betterments,Structures in the Course of Construction,Newly Acquired Locations and as more fully described in the policy(ies). PROPERTY VALUATION Replacement Cost,if replaced,for Assets other then inventory. Inventory is insured at sales price less normal discounts and adjustments.Policy(ies)include a waiver of subrogation to the extent agreed to by the Named Insured in any lease,agreement or written contract. PROPERTY-Retail Stores Equipment Breakdown Coverage(Boiler Machinery) Policy Limit: $25,000,000 Deductible: $25,000 Carrier:Liberty Mutual Fire Insurance Company olicy#:YB2-L9L466167-016 Term: 7/30/17-7/30/18 PROPERTY-Other than Retail Stores OLICY LIMITS: $1,000,000,000 subject to various sub-limits for Flood and Earth Movement. SURER: FM Global OLICY NO.: 1016479 PERILS: "All Risk"of direct physical loss or damage including Earth Movement,Flood and Named Wind Storm subject to policy terms and conditions.Equipment Breakdown(Boiler and Machinery)perils d Business Interruption are included.Terrorism and Mold are excluded. PROPERTY COVERED:Real and Personal property,improvements and betterments,structures in the course of construction,newly acquired locations and extra expenses and as more fully described in the policy. PROPERTY VALUATION: Replacement cost,if replaced,for all assets.Policies include waiver of subrogation to he extent agreed to by the Named Insured in any lease,agreement or other written contract DDITIONAL INSURED,LOSS PAYEE OR MORTGAGEE:Any Party which the Named Insured is contractually required to include as an Additional Insured,Loss Payee or Mortgagee is granted such status under his policy as such interest may appear.Coverage under this policy applies only to the extent of the coverage required by such contractual requirements 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 in excess of the applicable limits of liability f the policy. GENERAL LIABILITY;AUTOMOBILE;WORKERS COMPENSATION;ERRORS&OMMISSIONS; EXCESS WORKERS COMPENSATION POLICIES: Policy#RWE9435483-01 (DC,MA,OH,RI) Policy#RWE9435484-01 (CT,NC,NJ,VA) Insurer:XL Specialty Insurance Company Effective: January 1,2018-January 1,2019 Limits: WC-Statutory Terrorism coverage included on General Liability,Automobile Liability,Workers Compensation and Excess Workers Compensation policies. Virginia Garage Liability coverage is included on General Liability policy#RGE3001220-01 DDITIONAL INSURED-WHERE REQUIRED UNDER CONTRACT OR AGREEMENT SECTION II-WHO IS AN INSURED,IS AMENDED TO INCLUDE AS ADDITIONAL INSURED: ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN DDITIONAL INSURED UNDER THIS POLICY,AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU ENTER INTO WHICH REQUIRES YOU TO FURNISH INSURNACE TO THAT PERSON OR RGANIZATION OF THE TYPE PROVIDED BY THIS POLICY,BUT ONLY WITH RESPECT TO IABILITY ARISING OUT OF YOUR OPERATIONS OR PREMISES OWNED BY OR RENTED TO YOU. HOWEVER,THE INSURANCE PROVIDED WILL NOT EXCEED THE LESSOR OFTHE COVERAGE ND/OR LIMITS OF THIS POLICY,OR THE COVERAGE AND/OR LIMITS REQUIRED BY SAID ONTRACT OR AGREEMENT. SELF-INSURED RETENTIONS: General Liability: SD 500,000(Including Liquor Liability) Excess Workers Compensation: SD 500,000-DC,MA,OH,RI SD 1,000,000-CT,NC,NJ,VA 4/30/2017-04/30/2018 BM E&O- rimary:$15,000,000 Limit;Retention is$20,000,000 Each Claim(Inclusive of Defense Expenses)-ACE American Insurance Company-MSPG24560533 009 BM Excess: 1st Excess-Travelers Casualty and Surety Company($15M x$15M)- 106302662 2nd Excess-Admiral Insurance Company($l OM x$30M)-MCHEO100070414-04 rd Excess-Darwin National Assurance Company-AWAC($IOM x$40M)-03106947 4th Excess-Lexington Insurance Company($1O x$50M)-014209138 5th Excess-Ironshore Insurance Ltd. $40M x$60M -ISH0003513 he Memorandum of Insurance serves solely to list insurance policies, limits and dates of overs e. Any modifications hereto are not authorized.