HomeMy WebLinkAboutContract 53373 RECEIVED CITY SECRETARY
CONTRACT NO._ 533-73
13'J 9 2020
CITY OF FORT WORTH
CITY SECRETARY
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("Ci�')and Hanfork
Holdings, LLC, a Delaware limited liability company authorized to do business in Texas ("Developer").
City and Developer 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 IMPROVEMENTS
1.01 Developer shall provide, furnish, and perform the services specified herein for the brick paver
hardscape and landscape areas in the public right-of-way of Clearfork Main Street,Gage Avenue and Ozona
Blvd., as shown on Exhibit "A"(collectively, the "improvements") in accordance with-this Agreement.
Clearfork Main Street, Gage Avenue and Ozona Blvd., as shown on Exhibit "A"are hereafter referred to
as the"Project Site."
SECTION 2
DUTIES AND RESPONSIBILITIES
2.01 Developer shall commence, carry on, and provide the services contemplated herein in accordance
with this Agreement and its attachments and all applicable laws. In providing such services for the
Improvements, 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.
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 Improvements, as follows,all of which are to be installed
pursuant to and are the subject of Community Facilities Agreement Contract No. 19-005 between Developer
and the City of Fort Worth(the "Contract"):
Description of maintenance obligations—Maintain landscaping and private irrigation systems.
Remove and replace dead vegetation. Trim and prune trees and shrubs. Maintain brick paver
hardscape and repair/replace as needed.
2.03 Developer shall maintain the areas described in Section 2.02 in good working condition so that
the Improvements perform their design function. If pursuant to notice from the City, Developer is 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. 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 above 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 representa
OFFICIAL RECORD.
Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfo kWsSRETARY
Gage Ave., and Ozona Blvd. JIM$A9�TH,TX k
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
omission 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 Improvements 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 create
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 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 pursuant
to Section 2.03 above, 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 pursuant to Section 2.03 above,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 the cost difference between the City's standard specifications and the
Improvements installed by the Developer. 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 from Developer all reasonable and 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 shalt continue until the earlier
of(i) Developer'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 Contract and that all necessary reviews,approvals,consents.and inspections,if any,required
for installation of the Improvements have been or will be made pursuant to the Contract.
Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork Main Street,
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SECTION 5
RIGHT OF ACCESS
5.01 Developer and its agents have the right at any time to enter the Project Site to perform its
obligations pursuant to this Agreement. Developer shall use good faith efforts to minimize impact on
traffic circulation when performing such obligations. A street use permit, encroachment agreement or
authorization to enter into the public right-of-way shall not be required in connection with performance of
Developer's obligations pursuant to this Agreement.
5.02 The City will have the right but not the obligation to make routine inspections of the
Improvements. In the event the City observes non-compliance of an area or a condition which poses a
threat to life, health, or property, 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, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES,
HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND
EXPENSES OFANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY
DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY
RELATE TO,ARISE OUT OF OR BE OCCASIONED B Y(i)DEVELOPER'S BREA CH OFANY
OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT
OR 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 TO THE EXTENT RESULTING FROM THE NEGLIGENCE OR INTENTIONAL
MISCONDUCT 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 IMMUNITYAS FURTHER PROVIDED BY THE LAWS OF TEXAS.
6.02 Developer. 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. its members. employees.
agents, contractors. subcontractors, invitees, licensees, or trespassers. which may be stolen, destroyed,
or in any way damaged in connection with performance of this Agreement(except to the extent resulting
from the negligence or intentional misconduct of the city or its officers. agents, employees. or separate
contractors),and the Developer 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, its
members, employees, agents, contractors. subcontractors. invitees or licensees in connection with
performance of this Agreement (except to the extent resulting from the negligence or intentional
misconduct of the city or its officers, agents, employees. or separate contractors). 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.
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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 `B", 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" "B.
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
subconsultants,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 respondent superior has no application as between the City and Developer.
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 except as expressly provided herein. 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 tiled,
Developer, its successors or assigns, at its sole expense, shall 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 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 hereunder
shall cease and terminate.
11.02 Developer shall be notified by written correspondence of Developer's failure to comply with any
Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork;Main Street,
Gage Ave., and Ozona Blvd. Page 4 of 10
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 three(3) business days after being placed 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,or occupancy or use of the Project Site,
shall not discriminate against any person or persons because of race,age, gender, religion, color, national
origin, sexual orientation, or disability nor will Developer permit its officers, agents. employees or
subcontractors to engage in such discrimination.
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
200 Texas Street
Fort Worth, Texas 76102
With cry to:
City Attorney's Office
200 Texas Street
Fort Worth, Texas 76102
DEVELOPER:
Hanfork Holdings LLC
Attn: Kathy K. Binford
5847 San Felipe, Suite 3600
Houston, Texas 77057
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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 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 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
Improvements ("Allowed Assignment"). In the event of an Allowed Assignment. Developer will notify
the City within thirty (30) days of such assignment. 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.
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 wav affect
anv 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 the City of any default or breach of a term,covenant or condition of this Agreement
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
This Agreement shall be recorded in the Real Property Records of the applicable county.
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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.
18.03 This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original,and all of which,taken together, shall be one and the same instrument. Electronic signatures and
facsimile. pdf or other copies of original signatures shall be binding as originals.
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'').
[Signature Pages and Exhibits Follow]
Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork Main Street,
Gage Ave.,and Ozona Blvd. Page 7 of 10
CITY OF FORT WORTH DEVELOPER:
By: By: Hanfork Holdings LLC,
Dana Burghd f, a Delaware limited liability company
Acting A�s sit t City Manager
Date: I ts(W L0 By: THC Fort Worth LLC,
a Delaware limited liability company.
its managing member
By: KaqAw A/4��
Ka y K. Binf d,Vice Preside t
Date: / — / 7r
Approved as to F d Legality nn
Bv: M&C:
Assistant C;tv, Attorney ,= �� r Date:
r E6
ATTEST
CJ: V
Bv:
MaryJ. ay r
City Secretary y�k�r•
Contract Compliance Manager
Janie S. Morales, Planning Manager
Development Services Division
OFFICIAL REC®RI)
CITY SECRETARY
FT. WORTH;TX
Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork Main Street,
Gage Ave.. and Ozona Blvd. Page 8 of 10
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 Dana Burghdoff, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that 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
2010.
toll-
__ __---- -- of ry Public in and for the State of exas
%RIA S.SANCHEZ
* My Notary ID#2256490
"• `',•lF GF,�+ E m9,2021
x
ber i
l
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for C111artork Main ree,
Gage Ave., and Ozona Blvd. Page 9 of 10
THE STATE OF TEXAS §
COUNTY OF fgeoe/S §
BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas.on this
day personally appeared Kathy K. Binford, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and
consideration therein expressed, as Vice President of THC Fort Worth LLC, a Delaware limited
liability company, Managing Member of Hanfork Holdings LLC, a Delaware limited liability
company, on behalf of said limited liability company.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2019.
Notary Public m and for the State of Texas
�"°V P" TRACY BOONE
_: Dlz-
Notary Notary Public,State of Texas
,lNComm.Expires 02-20-2021
ID 6732538
r
IAI RECOR10)ISECRETARY WORTH
TX
Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork Main Street,
Gage Ave.,and Ozona Blvd. Page 10 of 10
Exhibit"A"
LEGEND
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CLEARFORK MAIN STREET
(PUBLIC ROW)
MAINTENANCE OWNER: !i!il PELOTON
THE HANOVER
80 AGREEMENT
OVERCLEARF EXHIBIT COMPANY s FORTIWoTM50
5847 SAN FELPE,SUITE 3600 SUITE 2 TX 76177
50
GRAPHIC SCALE DATE,
'LIAV 2019 PHA 1 2873100 PHONE
817-962.3350
Exhibit A-Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork
Main Street,Gage Ave.,and Ozona Blvd.—Page 1
Exhibit`B"
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 Liability 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— If Developer will utilize employees to perform work within
the term and scope of this Agreement, then it shall maintain. during the term of this
Agreement and any, extension period, statutory Workers' Compensation Insurance on all
of its employees engaged in work under this Agreement,and for all subcontractors unless
such subcontractors maintain their own Workers' Compensation Insurance.
d. Professional Liability (Errors & Omissions) — If appropriate. Insured shall maintain
Exhibit B-Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork
Main Street.Gage Ave.,and Ozona Blvd.—Page I
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 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 ANII 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.
Exhibit B-Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork
Main Street,Gage Ave..and Ozona Blvd.—Page 2
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.
in. 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.
Exhibit B -Hanfork Holdings LLC Brick Paver Hardscape and Landscaping Maintenance Agreement for Clearfork
Main Street.Gage Ave.,and Ozona Blvd.—Page 3
Endorsement# 09
Blanket Notification to Others of Cancellation Z U RI C H
Policy No. Eff.Date of Pol. Exp.Date of Pol. Eff.Date of End. Producer Add9 Prem. Return Prem.
EOC 0184021-03 10/15/2018 10/15/2019 10/15/2018 18739000 ---------- ----------
Named Insured and Mailing Address: Producer:
HANOVER R.S. LIMITED PARTNERSHIP MARSH WORTHAM,A DIVISION OF MARSH USA
5847 SAN FELIPE ST INC.
SUITE 3600 PO BOX 1388
HOUSTON, TX 77057 HOUSTON, TX 77251-1388
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
Contractor's Protective Professional Indemnity and Liability Insurance Policy
In consideration of the premium already charged, it is agreed that the policy is amended as follows:
A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of
premium, we will deliver electronic notification that such Coverage Part has been cancelled to each person or
organization shown in a Schedule provided to us by the First Named Insured. Such Schedule:
1. Must be initially provided to us within 15 days:
a. After the beginning of the policy period shown in the Declarations;or
b. After this endorsement has been added to policy;
2. Must contain the names and e-mail addresses of only the persons or organizations requiring notification that such
Coverage Part has been cancelled;
3. Must be in an electronic format that is acceptable to us; and
4. Must be accurate.
Such Schedule may be updated and provided to us by the First Named Insured during the policy period. Such
updated Schedule must comply with Paragraphs 2., 3., and 4.above.
B. Our delivery of the electronic notification as described in Paragraph A.of this endorsement will be based on the most
recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named
Insured. Delivery of the notification as described in Paragraph A. of this endorsement will be completed as soon as
practicable after the effective date of cancellation to the first Named Insured.
C. Proof of emailing the electronic notification will be sufficient proof that we have complied with Paragraphs A.and B.of
this endorsement.
D. Our delivery of electronic notification described in Paragraphs A. and B. of this endorsement is intended as a
courtesy only. Our failure to provide such delivery of electronic notification will not:
1. Extend the Coverage Part cancellation date;
2. Negate the cancellation; or
3. Provide any additional insurance that would not have been provided in the absence of this endorsement.
E. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule
provided to us as described in Paragraphs A.and B.of this endorsement.
ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.
STF-CPP-161-A CW(11/10)
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L. SEVERABILITY
Except with respect to the Limit of Liability, and any rights or duties specifically assigned to you, this insurance
applies:
1. as if each "Named Insured"were the only"Named Insured", and
2 separately to each "Insured"against whom a"Professional Liability Claim" is made.
Misrepresentation, concealment, breach of condition or violation of any duty under this policy by one "Insured"
shall not prejudice the interest or coverage of another"Insured" under this policy.
M. SOLE AGENT
If there is more than one "Insured" named in this policy, the first "Named Insured" shall act on behalf of all
"Insureds" for all purposes, including but not limited to the payment or return of premium, payment of any self
insured retention, receipt and acceptance of any endorsement issued to form a part of this policy, complying
with all applicable claims provisions, giving and receiving notice of cancellation or nonrenewal, and the exercise
of the rights provided in the Extended Reporting Period or Subrogation clause.
N. SUBROGATION AND TRANSFER OF RIGHTS OF RECOVERY
If we make any payment under this policy, we shall be subrogated to all your rights against any person or
organization, including the right to participate with the "Insured" in the exercise of all the "Insured's" rights of
recovery. You shall execute and deliver instruments and papers to us and do whatever else is necessary to
secure such rights. With respect to a "Protective Indemnity Claim,"this includes a written transfer to us of any
assignment(s)of rights obtained under section V. CLAIM PROVISIONS, B. PROTECTIVE INDEMNITY CLAIM
PROVISIONS, paragraph 1.B. if the "Insured" has elected not to pursue same in furtherance of its "Protective
Indemnity Claim". An"Insured"shall do nothing to prejudice such rights as described in this paragraph.
We shall not exercise any such rights against any persons,firms or corporations included in the definition of an
"Insured" or against your clients if, prior to a "Professional Liability Claim," a waiver of subrogation was so
required and accepted under a specific contractual undertaking by you.
Any recovery obtained through subrogation, after expenses incurred in such subrogation are deducted by the
party bearing the expense, reimbursement will be made in the following order:
1. First, to any interest who has paid any amount in excess of the Limit of Liability provided under this policy;
2. next, to us; and
3. then to any interest as are entitled to claim the remainder, if any.
O. POLICY TERRITORY
Coverage under this policy shall extend anywhere in the world, to the extent permitted by law.
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