HomeMy WebLinkAboutContract 52467 JVN25 2919 CITY SECRETARY
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AGREEMENT
FOR MAINTENANCE OF NON-STANDARD
IMPROVEMENTS
THIS AGREEMENT FOR MAINTENANCE OF NON-STANDARD IMPROVEMENTS
("Agreement"), is by and between the City of Fort Worth, a Texas home rule municipal corporation
("City"), MOB Alliance Partners, LLC, a Texas limited liability company ("Developer"), and Texas
Health Resources, a Texas not for profit corporation ("Landowner"). City, Developer, and
Landowner are sometimes referred to as a Party or Parties. This Agreement will be effective as of the
Effective Date established herein.
SECTION 1
DESCRIPTION OF PROPERTY
1.01 Developer is the Tenant and Landowner is the Owner of a certain 4.569-acre acre property
located at 10900 Founders Way in Fort Worth, Tarrant County, Texas, described as Lot 4, Block A,
THR Tarrant, an addition to the City of Fort Worth, Tarrant County, Texas, according to plat recorded
in instrument number D2182269049, of the Official Public Records, Tarrant County Texas, being a
portion of a 40.0-acre tract of land conveyed to Texas Health Resources according to deed recorded in
instrument number D209326476,of the Official Public Records, Tarrant County Texas, and a portion of
a 0.797-acre tract of land conveyed to Texas Health Resources according to deed recorded in instrument
number D218214947, of the Official Public Records, Tarrant County Texas, and being depicted on
Exhibit "A",attached and incorporated into this Agreement (the"Developer Property").
1.02 The City, Developer, and Owner hereby agree that Developer will provide, furnish, and
perform the services specified herein on City-owned sidewalks and rights-of-way (the "Project
Site") located adjacent to the Developer Property, as further described in this Agreement in
Exhibit "B",attached and incorporated into this Agreement.
SECTION 2
DUTIES AND RESPONSIBILITIES
2.01 Developer shall commence, carry on, and provide the services contemplated in the Contracts
as herein defined in accordance with this Agreement and its attachments and all applicable laws. In
providing such services, Developer shall take such steps as are appropriate to ensure that the work
involved is properly coordinated with any related work performed by the City or the City's
authorized representative, as designated in writing from time to time.
2.02 Developer represents that it has or will secure, at its own expense, all materials, supplies,
machinery, equipment, tools, superintendence, labor, personnel, insurance, and other accessories and
services necessary to provide maintenance of the following elements ("Improvements"), all of which
are to be installed pursuant to and as more particularly described in the contract for construction
services between Developer and Structures and Interiors, Incorporated, Developer's contractor,
("Construction Contract"), which is the subject of Community Facilities Agreement No. 18-085
("CFA") between Developer and the City of Fort Worth (such Construction Contract and CFA are
referred to herein as "Contracts"):
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Maintenance Agreement—Alliance Medical Park—Lot 4, Block A,THR Tarrant ®FF rage of18 �®
CITY SECRETARY
FT. WORTH,TX
a. Maintain special concrete pavers and pavement treatments in driveway entries and
accessible sidewalk ramps as shown on Exhibit"B".
2.03 Developer shall maintain the areas described in Section 2.02 in good working condition so
that the Improvements perform their design function and if Developer fails to so perform then
Landowner shall perform such maintenance. If pursuant to notice from the City, Developer and
Landowner are made aware of any deficiency in the safe and proper functioning of the
Improvements described in Section 2.02 then Developer shall promptly inspect the Improvements
and submit an inspection report to the City and Landowner. Such inspection report shall (i) note any
areas described in Section 2.02, or portions thereof, which need maintenance or replacement to
perform their design function and (ii) address the corrective actions to be taken by Developer in
accordance with Section 2.06 of this Agreement.
2.04 The City shall be responsible for maintaining its streets and travel lanes excluding the
special pavement treatments described in Section 2.02 in accordance with normal City policies and
procedures. The City shall take such steps as are appropriate to ensure that the work involved is
properly coordinated with any related work performed by Developer or the Developer's authorized
representative.
2.05 In the event that any City-owned property, such as utilities, curbs, equipment, turf, trees,
etc., are damaged or destroyed during maintenance of the Improvements due to negligence or acts
of omissions by Developer, Developer shall be responsible for all repairs or replacements of same.
2.06 In the event Developer, its successor or assigns, fails to maintain the areas described in
Section 2.02 in the manner required by this Agreement, City shall provide written notice of the
non-compliant conditions to Developer, its successor or assigns. Developer, its successors or
assigns, shall make any necessary repairs to comply with this Agreement within thirty (30) days
of receipt of such written notice or, if such repairs are not reasonably able to be completed within
thirty (30) calendar days, Developer shall have, within that period, begun work on such repairs
and shall diligently pursue them to completion, provided, however, that if the non-compliant
conditions creates a condition which poses an immediate threat to life, health, or property such
repair shall be completed within thirty (30) days of receipt of written notice. If Developer, its
successors or assigns, does not make such repairs as provided herein, the City may enter upon
the Project Site and take whatever steps reasonably necessary to correct the non-compliant
conditions and to charge the costs of such repairs to Developer, its successors and assigns.
2.07 The City is not obligated to repair the Improvements beyond a level of City's standard
specifications. In the event, however, the City pursuant to this Agreement performs any work
of any nature that is Developer's obligation hereunder and which Developer has failed to
perform, or the City expends any funds in performance of said work for labor, use of equipment,
supplies, materials, and the like that is Developer's obligation hereunder and which Developer has
failed to perform, Developer, its successors or assigns, shall reimburse the City, within thirty (30)
days of the City making such demand, for the costs attributable to such work performed by the City
including: (i) the cost difference between the City's standard street specifications and the
Improvements installed by the Developer and (ii)the total cost of any repairs that are outside of the
street pavement area. In the event that Developer or its successors or assigns fails to pay the City for
the costs incurred under this section, the City may take whatever legal steps are necessary to recover
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from Developer all actual costs incurred by the City for the work performed.
SECTION 3
TERM OF AGREEMENT
The term of this Agreement shall commence upon the Effective Date and shall continue until the
earlier of (i) Developer's or Landowner's permanent removal of the Improvements from the Project
Site and restoration of the Project Site to the then-existing City standards or (ii) the earlier
termination of this Agreement as provided herein.
SECTION 4
TITLE AND CONSTRUCTION
The Parties acknowledge that the Improvements to be maintained as provided in this Agreement
are the subject of the Contracts and that all necessary reviews, approvals, consents, inspections and
modifications of such Improvements, if any, have been or will be made pursuant to those Contracts.
Subject to the provisions of the Contracts, Developer shall retain ownership of the special sidewalk
and driveway pavement pavers and other Improvements installed or located in the City right-of-way
pursuant to the Contracts.
SECTION 5
RIGHT OF ACCESS
5.01 City through its Manager, Transportation and Public Works Director, police and fire
personnel, and other designated representatives, has the right at any time to enter any portion of the
Project Site (without causing or constituting a termination of the use or an interference of the use of
the Project Site by Developer) for the purpose of inspecting and maintaining the Improvements and
taking any and all measures necessary for the proper conduct and operation of the Improvements;
provided this shall not authorize or empower the City to direct the activities of Developer or assume
liability for Developer's activities.
5.02 The City will have the right but not the obligation to make routine inspections of the Project
Site. In the event the City observes non-compliance of an area or a condition which poses a
threat to life, health, or property under the applicable municipal code, rule or regulation, the City shall
notify Developer in writing in accordance with Section 2.06 of this Agreement.
SECTION 6
INDEMNIFICATION
6.01 DEVELOPER, ITS SUCCESSORS OR ASSIGNS, ITS SUCCESSORS OR ASSIGNS,
AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS,
AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED
TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE
OR LOSS TO DEVELOPER'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE
OUT OF OR BE OCCASIONED BY (i) DEVELOPER'S BREACH OF ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii)ANY NEGLIGENT ACT OR
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OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS,
AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR
SUBCONTRACTORS, RELATED TO MAINTENANCE OR THE PERFORMANCE OF
DEVELOPER'S OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY
LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS
OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE
EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND
CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN
SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL
IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS.
6.02 Developer, its successors or assigns, and Landowner, its successors or assigns, covenants
and agrees that City shall in no way nor under any circumstances be responsible for any property
belonging to Developer or Landowner, its members, employees, agents, contractors, subcontractors,
invitees, licensees, or trespassers, which may be stolen, destroyed, or in any way damaged, and the
Developer and Landowner hereby releases the City from any and all such claims. The City does not
guarantee police protection and will not be liable for any loss or damage sustained by Developer
and Landowner, their respective members, employees, agents, contractors, subcontractors, invitees,
licensees, or trespassers on the Project Site. It is further agreed that the acceptance of this release
shall not constitute a waiver by the City of Fort Worth of any defense of governmental immunity,
where applicable or any other defense recognized by the statutes and court decisions of this State.
SECTION 7
INSURANCE
Developer shall not commence work under this Agreement until it has obtained and provided
documentation thereof for the insurance required by Exhibit "C", attached hereto and incorporated
herein. Developer shall be responsible for delivering to the City Developer's certificate of insurance
for approval. Any contractors performing maintenance on the Improvements shall also provide to
Developer and City documentation of insurance required by Exhibit"C".
SECTION 8
INDEPENDENT CONTRACTOR
Developer shall perform all work and services hereunder as an independent contractor and not as
an officer, agent, servant or employee of the City. Developer shall have exclusive control of, and
the exclusive right to control the details of the work performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, agents, employees
and sub-consultants/subcontractors. Nothing herein shall be construed as creating a partnership or
joint venture between the City and Developer, its officers, agents, employees and
subconsultants/subcontractors, and doctrine of respondeat superior has no application as between the
City and Developer.
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SECTION 9
LICENSES AND PERMITS
Developer shall comply with all federal, state and local laws, rules and regulations as well as
with all regulations, restrictions and requirements of the police, fire and health departments now or
hereafter in effect which are applicable to its operations. Developer shall obtain and keep in effect at
its own cost and expense all licenses, permits, and taxes incurred or required in connection with this
Agreement and its operations hereunder.
SECTION 10
LIENS
Developer, its successors or assigns, agrees that it shall do no act nor make any contract that may
create or be the foundation for any lien upon or interest in the City's property, and any such contract
or lien attempted to be created shall be void. Should any purported lien on City property be created
or filed, Developer, its successors or assigns, at its sole expense, shall liquidate and discharge same
within thirty (30)days after notice from City to do so.
SECTION 11
TERMINATION AND DEFAULT
11.01 Subject to the provisions of Section 11.02 below, in the event Developer or Landowner fails to
comply with any of the terms and conditions of this Agreement after notice and the passage of
the appropriate cure period provided in this Agreement, City shall have the right, and without further
notice, to declare this Agreement immediately terminated and to enter into and take full possession
of the City's interest in the Project Site, save and except such personal property and equipment as
may be owned by Developer. In the event of such termination of this Agreement by the City, all
rights, duties and privileges of Developer and Landowner hereunder shall cease and terminate.
11.02 Developer and Landowner shall be notified by written correspondence of Developer's failure
to comply with any of the terms and conditions of this Agreement. Developer shall have thirty (30)
calendar days from the date of written correspondence to correct deficiencies or, if such deficiencies
are not reasonably able to be corrected within thirty (30) calendar days, Developer shall have, within
that period, begun work on such corrections and shall diligently purse them to completion.
11.03 Upon termination, the parties shall be released from all obligations contained in this
Agreement except for any indemnification obligations pursuant to Section 6 of this Agreement
occurring prior to the effective date of such termination.
11 .04 Termination notice shall be considered rendered as of the date notice is received in the
United States Postal Service for delivery to the other party in accordance with Section 13.
SECTION 12
NON-DISCRIMINATION/DISABILITIES
Developer, in its installation or maintenance of the Improvements occupancy or use of the Project
Site shall not discriminate against any person or persons because of race, age, gender, religion, color,
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Maintenance Agreement—Alliance Medical Park—Lot 4, Block A,THR Tarrant Page 5 of 18
national origin, sexual orientation, or disability.
SECTION 13
NOTICES
Any notice required shall be sufficient if deposited in the U.S. Mail, postage prepaid and addressed
to the other party as follows:
CITY:
City of Fort Worth
Transportation &Public Works Department
Attn:Assistant Director for
200 Texas Street
Fort Worth, Texas 76102
With cop,
City Attorney's Office
200 Texas Street
Fort Worth, Texas 76102
DEVELOPER:
MOB Alliance Partners, LLC
1545 East Southlake Blvd., Suite 100
Southlake, Texas 76092
Attention: Mark Hood
LANDOWNER:
Texas Health Resources
251 Westpark Way, Suite 200
Euless, Texas 76092
Attention: Dick McHargue
SECTION 14
VENUE AND JURISDICTION
This Agreement shall be governed by the laws of the State of Texas. Venue for any action brought
to interpret or enforce, or arising out of or incident to,the terms of this Agreement shall be in Tarrant
County. Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
SECTION 15
ASSIGNMENT
15.01 Developer and Landowner agrees that it will not assign all or any part of its rights,
privileges or duties hereunder without the prior written consent of the City and any attempted
assignment of same without such prior consent of the City shall be void except that Developer
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may, without prior written consent, assign any or all of its rights, privileges or duties hereunder to
an affiliate (defined as an entity under common control with Developer) or to an authorized Public
Improvement District whose boundaries include the Project Site ("Allowed Assignment"). In the
event of an Allowed Assignment of either Landowner or Developer's interest in the Project Site,
Developer or Landowner, as applicable, will notify the City within thirty (30) days of such
assignment of their respective interest. If notice of an Allowed Assignment is not provided within
thirty (30) days to the City such assignment shall be void. In the event of an assignment permitted
above, Developer shall automatically be released from any further obligation or liability under this
Agreement. Notwithstanding the foregoing, or anything in this Agreement to the contrary, it is
understood and agreed that Developer will contract or subcontract various parts of its obligations
hereunder to others to perform on behalf of Developer, and such contracting or subcontracting is
expressly permitted hereunder.
15.02 Subject to the limitations contained herein, the covenants, conditions and agreements made
and entered into by the parties hereunder are declared to be for the benefit of and binding on their
respective successors, representatives and permitted assigns, if any.
15.03 Notwithstanding anything herein to the contrary, no provision of this Agreement shall be
construed to prohibit or restrict Developer's or Landowner's ability to sell, lease, pledge or otherwise
transfer the Developer Property or any part thereof. Upon any such transfer of the Developer
Property, the benefits and obligations of this Agreement shall run with the Developer Property, or
portion thereof, and bind Developer's successors in interest in proportion to the interest in the
Developer Property so transferred.
SECTION 16
WAIVER, SECTION HEADINGS, AND SEVERABILITY
16.01 In the event any covenant, condition or provision herein contained is held to be invalid by any
court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no
way affect any other covenant, condition or provision herein contained; provided however, that the
invalidity of any such covenant, condition or provision does not materially prejudice either
Developer or City in connection with the rights and obligations contained in the valid covenants,
conditions or provisions of this Agreement.
16.02 The waiver by any party to this Agreement of any default or breach of a term, covenant or
condition of this Agreement b y a n o t h e r p a r t y shall not be deemed to be a waiver of any
other breach of that term, covenant or condition or any other term, covenant or condition of this
Agreement, regardless of when the breach occurred.
16.03 The headings in this Agreement are inserted for reference only, and shall not define or limit
the provisions hereof.
SECTION 17
RECORDATION
17.01 This Agreement shall be recorded in the Real Property Records of the applicable county and
shall be a covenant running with the land binding upon all parties having any right, title or interest
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in the Developer Property and Project Site, or any part thereof, including their heirs, successors
and assigns, and shall inure to the benefit of the owners of the Developer Property and Project Site and
to the City.
SECTION 18
ENTIRE UNDERSTANDING
18.01 This written instrument including all Attachments, Schedules, and Exhibits attached hereto
constitutes the entire agreement by the Parties concerning this Agreement and the obligations of the
Parties, and any prior or contemporaneous oral or written agreement that purports to vary from the
terms hereof shall be void. This Agreement cannot be modified or amended without the written
consent of all the Parties.
18.02 Neither this Agreement nor any provision hereof may be modified except by an instrument
in writing, signed by the Parties. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and assigns.
SIGNATURE PAGES AND EXHIBITS TO FOLLOW
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IN WITNESS WHEREOF, the Parties have each executed this Agreement by each party's duly
authorized representative. This Agreement shall be effective upon the execution and date subscribed
by the City's designated City Manager("Effective Date").
CITY OF FORT WORTH DEVELOPER:
MOB Alliance Partners,LLC
By: �"� By: 04
Jesus Chapa Mark Hood
Assistant City Manager / Manager
�j
Date: �' �l ` Date: ✓�" 7 9
LANDOWNER:
Texas Health Re s
By: /717
Jon M. S
Vice Preside t, eal Estate Operations
Date:
Approved as to Form and Legality
By: Ql&� M&C: �
Assistant Citv Attorney Date:
Doug Black y )r ,
By:
A4hy �.
City Secretary
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 reporting requirements.
Janie S. Morales
Development Manager, Planning and Development
City of Fort Worth
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Maintenance Agreement—Alliance Medical Park—Lot 4, Block A,THR Tarrant Cj`Page 9 of 18
FT: WORTH,TX
THE STATE OF TEXAS §
COUNTY OFTARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Jesus Chapa 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �� day of
, 2019.
"P MARIA S,SANCHEZ Notaft Public in and for the State ofT xas
My Notary ID#2256490
9Te of *"• Expires December 19,2021
OFFICIAL F` 'Ey RE,
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CffY SFCE-aARY
Maintenance Agreement—Alliance Medical Park—Lot 4, Block A,THR Tarrant PgFe W01KAH, VH K
THE STATE OF TEXAS §
COUNTY OFTARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Mark Hood, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, as Manager of MOB Alliance Partners, LLC, a
Texas limited liability company, as the act and deed of said liability company.
IVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2019.
`�. .•RY P..,!ly%�� N ary P li and r the State of Texas
. Q
���� � 90 9 9g8y6•�. `\��
OF
(7995672: ; OFFICIAL RECORD
Maintenance Agreement—Alliance Medical Park—Lot 4, Block A,THR Tarrant CI'"'Farg-94gy
FT. WORTK, TX
THE 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 Jon M. Sullivan Jr., known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, as Vice President, Real Estate Operations of Texas
Health Resources,a Texas not for profit corporation, as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2019.
4otaryblic in and for the St e of Texas
r LONNIE MCKAY
Notaryl0� 126521352
My Commission Expires
'a,Ea,E.s May 15,2020
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FT WORTH,YX
EXHIBIT A
PROPERTY DESCRIPTION
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EXHIBIT B
DETAILS OF IMPROVEMENTS
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EXHIBIT C
CITY OF FORT WORTH
STANDARD INSURANCE REQUIREMENTS
(1) INSURANCE LIMITS
a. Commercial General Liability — Insured shall maintain commercial general
liability (CGL) and, if necessary, commercial umbrella insurance as
follows:
$1,000,000 each occurrence
$2,000,000 aggregate
If such Commercial General Liabifity insurance contains a general aggregate
limit, it shall apply separately to this Project or location.
i. City shall be included as an additional insured with all rights of
defense under the CGL, using ISO additional insured endorsement
or a substitute providing equivalent coverage, and under the
commercial umbrella, if any. This insurance shall apply as primary
insurance with respect to any other insurance or self-insurance
programs afforded to City. The Commercial General Liability
insurance policy shall have no exclusions or endorsements that
would alter or nullify: premises/operations, products/completed
operations, contractual, personal injury, or advertising injury, which
are normally contained within the policy, unless City specifically
approves such exclusions in writing.
ii. Insured waives all rights against City and its agents, officers,
directors and employees for recovery of damages to the extent
these damages are covered by the commercial general liability or
commercial umbrella liability insurance maintained in accordance
with Agreement.
b. Business Auto — Insured shall maintain business auto liability and, if
necessary, commercial umbrella liability insurance as follows:
$1,000,000 each accident (or reasonably equivalent
limits of coverage if written on a split limits basis).
Such insurance shall cover liability arising out of"any auto", including owned,
hired, and non-owned autos, when said vehicle is used in the course of the
Project. If Insured owns no vehicles, coverage for hired or non-owned is
acceptable.
Insured waives all rights against City and its agents, officers, directors
and employees for recovery of damages to the extent these damages
are covered by the business auto liability or commercial umbrella
liability insurance obtained by Insured pursuant to this Agreement or
under any applicable auto physical damage coverage.
c. Workers' Compensation — Insured shall maintain workers compensation
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and employers liability insurance and, if necessary, commercial umbrella
liability insurance as follows:
Coverage A: statutory limits
Coverage B: $100,000 each accident
$500,000 disease - policy limit
$100,000 disease-each employee
Insured waives all rights against City and its agents, officers, directors
and employees for recovery of damages to the extent these damages
are covered by workers compensation and employer's liability or
commercial umbrella insurance obtained by Engineer pursuant to this
Agreement.
d. Professional Liability (Errors & Omissions) — If appropriate, Insured shall
maintain professional liability insurance as follows:
$1,000,000 - Each Claim Limit
$2,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to
the Commercial General Liability policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other
requirements. Coverage shall be claims-made, and maintained for the
duration of the contractual agreement and for three (3) years following
completion of services provided. The policy shall contain a retroactive date
prior or equal to the Effective Date of the Agreement or the first date of
services to be performed, whichever is earlier. An annual certificate of
insurance shall be submitted to City to evidence coverage.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that Insured has obtained all required
insurance shall be attached to Agreement concurrent with its execution.
Any failure to attach the required insurance documentation hereto shall not
constitute a waiver of the insurance requirements.
b. Applicable policies shall be endorsed to name City as an Additional
Insured thereon, subject to any defense provided by the policy, as its
interests may appear. The term City shall include its employees, officers,
officials, and agents as respects the contracted services. Applicable
policies shall each be endorsed with a waiver of subrogation in favor of
City with respect to the Project.
c. Certificate(s) of insurance shall document that insurance coverage limits
specified in this Agreement are provided under applicable policies
documented thereon. Insured's insurance policy(s) shall be endorsed to
provide that said insurance is primary protection and any self-funded or
commercial coverage maintained by City shall not be called upon to
contribute to loss recovery. Insured's liability shall not be limited to the
specified amounts of insurance required herein.
d. Other than worker's compensation insurance, in lieu of traditional
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insurance, City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups. City must
approve in writing any alternative coverage for it to be accepted.
e. A minimum of thirty (30) days' notice of cancellation or material change in
coverage shall be provided to City. A ten (10) days' notice shall be
acceptable in the event of non-payment of premium.
f. Insurers must be authorized to do business in the State of Texas and have
a current A.M. Best rating of A:VII or equivalent measure of financial
strength and solvency.
g. Any deductible or self-insured retention in excess of $25,000 that would
change or alter the requirements herein is subject to approval in writing by
City, if coverage is not provided on a first-dollar basis. City, at its sole
discretion, may consent to alternative coverage maintained through
insurance pools or risk retention groups. Dedicated financial resources or
letters of credit may also be acceptable to City.
h. In the course of the Agreement, Insured shall report, in a timely manner,
to City's Contract Compliance Manager any known loss or occurrence
which could give rise to a liability claim or lawsuit or which could result in
a property loss.
i. City shall be entitled, upon its request and without incurring expense, to
review Insured's insurance policies including endorsements thereto and, at
City's discretion, Insured may be required to provide proof of insurance
premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or prior
to the date of this Agreement. The certificate of insurance shall state both
the retroactive date and that the coverage is claims-made.
k. Coverages, whether written on an occurrence or claims-made basis, shall
be maintained without interruption nor restrictive modification or changes
from date of commencement of the Project until final payment and
termination of any coverage required to be maintained after final
payments.
I. City shall not be responsible for the direct payment of any insurance
premiums required by Agreement.
m. Subcontractors of Insured shall be required by Insured to maintain the
same or reasonably equivalent insurance coverage as required for
Insured. Upon City's request, Insured shall provide City with
documentation thereof.
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Maintenance Agreement—Alliance Medical Park—Lot 4, Block A,THR Tarrant Page 18 of 18