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HomeMy WebLinkAboutContract 45560 (2)CITY SECRETARY S5 � 0 CONTRACT NO. _y....... . rpi O. 1 flolg 0 AV 03M333U LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CITIZENS SUPPORT GROUP FOR THE FORT WORTH POLICE MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK This LICENSE AGREEMENT FOR A PORTION OF WEST COMMUNITY PARK ("License") is made and entered into by and between the CITY OF FORT WORTH ("Licensor"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Charles Daniels, its duly authorized Assistant City Manager, and CITIZENS SUPPORT GROUP FOR THE FORT WORTH POLICE MOUNTED PATROL ("Licensee"), a Texas non- profit corporation, acting by and through Bradford S. Barnes , its President. RECITALS WHEREAS, Licensor owns and operates the West Community Park located at 8787 Heron Drive, Fort Worth, Texas; and WHEREAS, Licensor has authorized the use of 10 acres of West Community Park for the purpose of constructing, operating and maintaining a Police Department Mounted Patrol Equestrian Facility (M&C L-15459, 10/23/12); and WHEREAS, Licensor and its residents desire to construct a Mounted Patrol Equestrian Facility ("Facility") to provide a modern facility for housing, training and care of Licensor's horses, as well as educational opportunities for students participating in the Future Farmers of America (FFA) program; and WHEREAS, several generous benefactors in the community have stepped forward to pledge funds to Licensee for construction of the Facility; and WHEREAS, Licensor desires to license to Licensee and Licensee desires to license from Licensor a portion of West Community Park for the purpose of allowing Licensee to construct the Facility, after which Licensee intends to donate the Facility to the City of Fort Worth. NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: I. PROPERTY LICENSED. Licensor hereby grants unto Licensee a non-exclusive license over 10 acres of West Community Park, the location and boundary of which are attached as Exhibit "A" and incorporated herein for all purposes (the "Licensed Premises"). Licensor shall provide Licensee full access to the Licensed Premises during the Term, as defined herein. � OFFICIAL RECORD CITY SECRETARY ¶E!PJVM. Tx. 1 2014 2. TERM OF LICENSE. The Term of this License shall commence on the date of its execution ("Infective Date") and expne on the earlier of (i) eighteen (18) months after the Effective Date, or (ii) seven (7) days after Licensor s receipt of notice from Licensee, of Licensee's abandonment of the Licensed Premises ("Term"). 3. RENT. Licensee shall pay to Licensor the sum of $100.00 as rental for the full Term of the License, on or before the effective date, and prior to Licensee's entry onto the Licensed Premises. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Discretionary Improvements. Licensee may, at its sole discretion and subject to the terms herein, perform modifications, renovations, improvements and other construction work on the Licensed Premises. Any modifications renovations, improvements or other constiuction work on the Licensed Premises shall be referred to hereafter as 'Discretionary Improvements", and shall be performed by an independent contractor engaged by and paid exclusively by Licensee ("Licensee's Contractor') Licensee may not initiate any Discretionary Improvement on or to the Licensed Premises unless it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Licensor, or its designated representative ("Licensor's Representative"), which Licensor herein designates as the Director of the Parks and Community Services Department or his designee. Upon start of construction of any Discretionary Improvement on or to the Licensed Premises by Licensee pursuant to plans approved by Licensor pursuant to Section 4.2, Licensee shall substantially complete the Discretionary Improvements in accordance with the plan specifications within the Term. For the purposes of this Section, "start of constiuction" shall mean the date stated in a Notice to Proceed (or other similar document) issued by Licensee to its Contractor, and "substantial completion" shall mean that point in time when the Discretionary Improvements are completed to such extent as the City of Fort Worth could issue a Certificate of Occupancy and a final punch -list is developed by Licensee and its Contractor. Licensee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the performance of any such Discretionary Improvements. Upon completion of any such Discretionary Improvements or earlier termination of this License, Licensor shall take full title to any Discretionary Improvements on the Licensed Premises. Any of Licensor's property adjacent to the Licensed Premises that is damaged during the course of constructing the Discretionary Improvements shall be repaired and returned to LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 2 of 16 its previous condition or better, at Licensee's sole cost and expense. Such repairs shall be performed prior to Licensee's Contractor demobilizing from the Licensed Premises. Licensee agrees that no improvement to the Licensed Premises will be designed or constructed in such a manner that it causes an adverse impact to the usability of Licensoi's adjacent property, which is parkland. 4.2. Process for Approval of Plans. Licensee's plans for construction and improvements shall conform to the architectural standards established by Licensor s Representative and must also receive written approval from the Chief of Police of the City of Fort Worth or his/her designee and any other city departments as shall be required under ordinance or City policy. All plans, specifications and work shall conform to all federal, state and local laws ordinances, rules and regulations in force at the time that the plans are presented for review. The City of Fort Worth shall inspect all woilc pursuant to its construction inspection procedures. 4.3. Documents. Licensee shall supply Licensor's Representative with comprehensive sets of documentation relative to any Discretionary Improvements, including, at a minimum, as - built drawings of each project. As -built drawings shall be new drawings or redline changes to drawings previously provided to Licensor's Representative Licensee shall supply the textual documentation in computer format as requested by Licensor. 4.4 Indemnification. LICENSEE FURTHER AGREES TO DEFEND AND INDEMNIFY LICENSOR FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE LICENSED PREMISES WHICH LICENSOR POSSESSES PURSUANT TO THIS LICENSE, ARISING OUT OF THE PERFORMANCE OF CONSTRUCTION OF DISCRETIONARY IMPROVEMENTS BY LICENSEE'S CONTRACTOR ON THE LICENSED PREMISES. 5. USE OF LICENSED PREMISES. Licensee hereby agrees to use the Licensed Premises strictly in accordance with the terms and conditions of this License, solely for purposes related to equestrian care, or for the construction of Discretionary Improvements related to equestrian care. 6. UTILITIES. Licensee, at Licensee's sole cost and expense, shall be responsible for the installation and use of all utilities services to all portions of the Licensed Premises and for all other related utilities expenses, including, but not limited to, deposits and expenses required for the installation of meters LICENSE AGREENIENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 3 of 16 until the expiration or earlier termination of the Term. Licensee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Licensed Premises during the Term. In addition, Licensee agrees that all utilities, air conditioning and heating equipment and other electrically -operated equipment which may be used on the Licensed Premises shall fully comply with Licensor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 7. MAINTENANCE AND REPAIRS. 7.1. Maintenance and Repairs by Licensee. Licensee agrees to keep and maintain the Licensed Premises in a good, clean and sanitary condition at all times throughout the Term. Licensee covenants and agrees that it will not make or suffer any waste of the Licensed Premises. Licensee, at Licensee's sole cost and expense, will make all repairs necessary to prevent the deterioration in condition or value of the Licensed Premises and any improvements thereon, including, but not limited to, doors, windows and roofs for such improvements, and all fixtures, equipment, modifications and pavement on the Licensed Premises throughout the Term. Licensee shall be responsible for all damages caused by Licensee, its agents, servants, employees, contractors, subcontractors, licensees or invitees during the Term, and Licensee agrees to fully repair or otherwise cure all such damages at Licensee's sole cost and expense. Licensee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of e\ ery kind or description which may at any time be on the Licensed Premises shall be at Licensee s sole risk or at the sole risk of those claiming under Licensee. Licensor shall not be liable for any damage to such property or loss suffered by Licensee's business or business operations which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 7.2. Compliance with ADA. Licensee agrees to submit the plans and specifications for the Discretionary Improvements to the Texas Department of Licensing and Regulation for review and approval for compliance with applicable accessibility statutes and regulations prior to the commencement of construction of the Discretionary Improvements. 7.3. Inspections. 7.3.1. Licensor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Licensed Premises Except in the event of an emergency, Licensor shall conduct such inspections during Licensee's ordinary business hours and shall use its best efforts to provide Licensee at least two (2) hours' notice prior to any inspection. LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 4 of 16 7.3.2. If Licensor determines during an inspection of the Licensed Premises that Licensee is responsible under this License for any maintenance or repairs, Licensor shall notify Licensee in writing. Licensee agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a reasonable time, considering the nature of the work to be done. If Licensee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Licensor may, in its discietion, perform such maintenance or repairs on behalf of Licensee. In this event, Licensee will reimburse Licensor for the cost of the maintenance or repairs, and such reimbursement will be due immediately upon written request of Licensor. 7.3.3. During any inspection, Licensor may perform any obligations that Licensor is authorized or required to perform under the terms of this License or pursuant to its governmental duties under federal state or local laws, rules or regulations. 7.3.4. Licensee will permit the City's Fire Marshal or his or her authorized agents to inspect the Licensed Premises and Licensee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Licensed Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Licensee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 7.4. Environmental Remediation. To the best of Licensor's knowledge, the Licensed Premises comply with all applicable federal, state and local environmental regulations or standards. Licensee agrees that it has inspected the Licensed Premises and is fully advised of its own rights without reliance upon any representation made by Licensor concerning the environmental condition of the Licensed Premises LICENSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT I7' SHALL BE FULLY RESPONSIBLE FOR THE REMEDIA TION OF OR ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 7.5 Protection of Lake Worth. Due to the proximity of the Licensed Premises to Lake Worth Licensee shall use commercially reasonable efforts to protect the integrity and water quality of Lake Worth, including, without limitation, providing and maintaining suitable methods and means for LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 5 of 16 the disposal of trash, body waste, and excreta in compliance with applicable sanitation laws and ordinances. 8. RIGHTS AND RESERVATIONS OF LICENSOR. Licensor hereby retains the following rights and reservations: 8.1. Licensor reserves the right to take any action it considers necessary to prevent Licensee from erecting or permitting to be erected any building or other structure which, in the opinion of Licensor, would limit the usefulness of the Licensed Premises or diminish the capability of use of adjacent property owned by Licensor. 8.2. Licensor reserves the right to develop and improve adjacent property owned and operated by Licensor and any improvements thereon. 8.3. Licensee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights -of -way granted by Licensoi for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Licensee s rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly - owned property for the provision of utility services. 9. INSURANCE 9.1. Licensee shall require Licensee's Contractor to procure, and maintain at all times during the Term, in full force and effect, the following policies of insurance: (i) statutory worker s compensation insurance for all of Contractor's employees and all workmen on the Licensed Premises performing construction of Discretionary Improvements, (ii) commercial general liability insurance, (iii) business automobile insurance, and (iv) builder's risk insurance. The commercial general liability insurance policy and the automobile liability insurance policy shall be primary to all other insurance maintained by Licensee or Licensor and shall be non-contributory; shall contain an endorsement listing the Licensoi and Licensee as additional insured (endorsement CG 20 10 10 01 and CG 20 37 10 01) such that coverage is provided to the additional insured parties for completed operations; and shall be written for not less than the limits of liability as follows: (i) Commercial General Liability: $2,000,000 each occurrence; $3,000,000 general aggregate per project; $3,000,000 product / completed operations aggregate; and $2,000,000 personal and advertising injury. LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 6 of 16 (ii) Business Automobile Liability: $1,000,000 combined single limit. The commercial general liability policy shall contain a contractual liability endorsement and a products completed operations endorsement. The insurance policies shall not include an) of the following endorsements excluding or limiting coverage: (i) contractual liability limitation, CG 21 39; (ii) amendment of insured contract definition, CG 24 26; (iii) exclusion — explosion, collapse and underground property damage hazard, CG 21 42 or CG 21 43; (iv) limitation of coverage to designated premises or project, CG 21 44 07 98; (v) exclusion — damage to work performed by subcontractors on your behalf, CG 22 94 or CG 22 95; (vi) any type of construction defect completed operations exclusion, and/or (vii) any type of punitive, exemplary, or multiplied damages exclusion. The worker's compensation policy shall contain a waiver of subrogation endorsement in favor of Licensor and Licensee. 9.2. Certificates. As a condition precedent to the effectiveness of this License, Licensee shall furnish Licensor with appropiate certificates of insurance signed by the respective insurance companies as pioof that it has obtained the types and amounts of insurance coverage required herein If any such policy shall expire before the Term of this License, Licensee shall furnish to Licensor a renewal certificate of insurance not less than thirty (30) days prior to the expiration of any such insurance policy required hereunder. 9.3. Additional Requirements. All insurance companies providing coverage pursuant to the requirements of this License Agreement shall have a minimum Best's Rating of A- and a Financial Size Category listing of no lower than VII, both as provided by A.M. Best Company, Inc. Upon request by Licensor, Licensee shall deliver a copy of all such policies of insurance required in this License Agreement. 10. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Licensee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Licensor. Licensee shall have the exclusive right to control the details of its operations and activities on the Licensed Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Licensee acknowledges that the doctrine of respondent superior shall not apply as between Licensor and Licensee, its officers, agents, employees, contractors and subcontractors. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Licensor and Licensee. LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR FHE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 7 of 16 11. INDEMNIFICATION. LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF OR OPERATIONS ON THE LICENSED PREMISES DURING THE TERM OR WITH THE MAINTENANCE, USE, OR OCCUPANCY OF THE LICENSED PREMISES OR ANY IMPROVEMENTS TIIEREON DURING THE TERM, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS, AGENTS, SERVANTS 01Z EMPLOYEES. DURING THE TERM OF THE LICENSE, LICENSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR, ITS OFFICERS, A GENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS 01? LAWSUITS FOR EII'IIEI? PROPERTY DAMAGE 01? LOSS AND/OR PERSONAL INJURY, INCLUDING DEA1'II, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE, MAINTENANCE, OR OCCUPANCY OF THE LICENSED PREMISES 01? ANY CONSTRUCTION OF IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS AGENTS, SERVANTS OR EMPLOYEES. LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR FOR ANY AND ALL INJURIES OR DAMAGES TO THE LICENSED PREMISES 01? ANY IMPROVEMENTS THEREON, WHICH ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS 01? OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 12. DEFAULT AND TERMINATION. In addition to termination rights contained elsewhere in this License, Licensor shall have the right to terminate this License as follows: 12.1. Failure by Licensee to Pay Rent, Fees or Other Charges. If Licensee fails to pay any rent, fees or other charges due under this License, Licensor shall deliver to Licensee a written Invoice and notice to pay the invoice within ten (10) calendai days. If Licensee fails to pay the balance outstanding within such time, Licensor shall have the right to terminate this License immediately. LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR TI-IE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 8 of 16 12.2. Breach or Default by Licensee. If Licensee commits any breach or default, other than Licensee's failure to pay rent, Licensor shall deliver written notice to Licensee specifying the nature of such breach or default. Licensee shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Licensee fails to cure the breach or default within such time period, Licensor shall have the right to terminate this License immediately. 12.3. Abandonment or Non -Use of the Licensed Premises. Licensee's abandonment or non-use of the Licensed Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this License by Licensor. 12.4. Discontinuation or Failure to Complete Construction of Discretionary Improvements. If Licensee ceases construction of the Discretionary Improvements foi more than thirty (30) consecutive calendar days, Licensoi shall deliver written notice to Licensee specifying the nature of such breach or default. Licensee shall have ten (10) calendar days following such written notice to resume construction If Licensee fails to resume construction within such time period, Licensor shall have the right to terminate this License immediately. If Licensee fails to substantially complete construction of the Discretionary Impr ovements in accordance with the approved plans and specifications within twelve months of the start of construction, Licensee shall be in default of the License, absent a mutually agreed -upon written waiver of this time requirement for substantial completion. In the event of a default or termination under this Section 12.4, in addition to Licensee's financial obligations to Licensor upon termination as provided in Section 12.5, Licensee shall have the right, pursuant to Section 4.4, to draw down the necessary fluids to pay the reasonable costs of completion of the Discretionary hmprovements in accordance with the approved plans and specifications. Licensor reserves all other rights and remedies available to it whether expressly stated or not. 12.5. Licensee's Financial Obligations to Licensor upon Termination, Breach or Default. If Licensor terminates this License for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 12.1, 12.2, 12.3, or 12.4 of this License, Licensee shall be liable foi and shall pay to Licensor all rent due Licensor for LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR [HE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNU Y PARK PAGE 9 of 16 the remainder of the Term as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Licensed Premises by Licensor be construed as an election by Licensor to forfeit any of its rights under this License. 12.6. Rights of Licensor Upon Termination or Expiration. Upon termination or expiration of this License, title to all improvements on the Licensed Premises, including the Discretionary Improvements, and all fixtures and other items attached to any structure on the Licensed Premises shall pass to Licensor. In addition, all rights, powers and privileges granted to Licensee hereunder shall cease and Licensee shall vacate the Licensed Premises. Within twenty (20) days following the effective date of termination or expiration, Licensee shall remove from the Licensed Premises all tools, machinery, equipment, materials and supplies placed on the Licensed Premises by Licensee pursuant to this License (other than machinery, equipment and materials incorporated into or used in the operation of the Facility). After such time, Licensor shall have the right to take full possession of the Licensed Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Licensed Premises. Licensee agrees that it will assert no claim of any kind against Licensor, its agents, servants, employees or representatives, which may stem from Licensor's termination of this License or any act incident to Licensor's assertion of its right to terminate or Licensor's exercise of any rights granted hereunder. 13. NOTICES. Notices required pursuant to the provisions of this License shall be conclusively determined to have been delivered when (i) hand -delivered to the other party, its agents, emplo} ees servants or representatives, or (ir) deposited in the United States Mail, postage prepaid, addressed as follows: To LICENSOR: City of Fort Worth Police Department Attn: Joe Komisarz 350 Belknap Fort Worth, TX 76102 With a copy to: City of Fort Worth Parks and Community Services Department Attn• Da\ id Creek 4200 South Freeway, Suite 2200 Fort Worth, TX 76115 LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 10 of 16 With a copy to: City Attorney's Office Attn: Leann Guzman 1000 Throcknrnrton Fort Worth, TX 76102 To LICENSEE: Citizens Support Group for the Fort Worth Mounted Patrol Attn: Bradford S. Barnes PO Box 150 Fort Worth, Texas 76107 14. LIENS BY LICENSEE. Licensee acknowledges that it has no authority to engage in any act or to make any contract, which may create or be the foundation for any hen upon the property or interest in the property of Licensor. If any such purported hen is created or filed, Licensee at its sole cost and expense, shall liquidate and discharge the same within ninety (90) days of such creation or filing Licensee's failure to discharge any such purported lien shall constitute a breach of this License and Licensor may terminate this License upon thirty (30) days' written notice. However, Licensee's financial obligation to Licensor to liquidate and discharge such lien shall continue in effect following termination of this License and until such a time as the lien is discharged. 15. TAXES AND ASSESSMENTS. Licensee agrees to pay any and all federal, state or local taxes, or assessments which may lawfully be levied against Licensee due to Licensee's use or occupancy of the Licensed Premises or any improvements or property placed on the Licensed Premises by Licensee as a result of its occupancy. 16. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Licensee covenants and agrees that it shall not engage in any unlawful use of the Licensed Premises Licensee further agrees that it shall not permit its officers, agents, servants employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawfiil use of the Licensed Premises and Licensee immediately shall remove from the Licensed Premises any person engaging in such unlawful activities. Unlawful use of the Licensed Premises by Licensee itself shall constitute an immediate breach of this License. Licensee agrees to compl) with all federal, state and local laws; all ordinances, rules and regulations of Licensor; and all rules and regulations adopted by the City Council pertaining to the Licensed Premises. If Licensor notifies Licensee or any of its officers, agents, employees, LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF \WEST COMMUNITY PARK PAGE 11 of 16 contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Licensee shall immediately desist from and correct the violation. 17. NON-DISCRIMINATION COVENANT. Licensee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees that no person shall be excluded from participation in or denied the benefits of Licensee's use of the Licensed Premises on the basis of race, color, national origin, religion, handicap, sex, sexual orientation, familial status, gender identity, gender expression, or transgender. Licensee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Licensed Premises on grounds of race, color, national origin, religion, handicap, sex, sexual orientation, familial status, gender identity, gender expression, or transgender. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY LICENSEE, ITS PERSONAL REPRESENTATIVES, SUCCESSORS IN INTEREST OR ASSIGNS, LICENSEE AGREES TO INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS. 18. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this License, Licensor does not waive or surrender any of its go\ ernmental powers. 19. NO WAIVER. The failure of Licensor to insist upon the performance of any term or provision of this License or to exercise any right granted herein shall not constitute a waiver of Licensor's right to insist upon appropriate performance or to assert any such right on any firture occasion. 20. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this License or of Licensee's operations on the Licensed Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This License shall be construed in accordance with the laws of the State of Texas. 21. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this License and either party should retain attorney s or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUN1 FY PARK PAGE 12 of 16 agreement, Licensor and Licensee agree that each party shall be responsible for its own attorneys' fees. 22. SEVERABILITY. If any provision of this License shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 23. FORCE MAJEURE. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such Force Majeure Event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers, parks, or other City -owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. Licensee hereby waives any claims it may have against the City for damages resulting from any such Force Maj eure Event. 24. HEADINGS NOT CONTROLLING. Headings and titles used in this License are for reference purposes only and shall not be deemed a part of this License. 25. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Licensor and Licensee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this License. The terms and conditions of this License shall not be amended unless agreed to in writing by both parties and, if necessary, approved by the City Council of Licensor. IN WITNESS WHEREOF, the parties hereto have executed this License in multiples, this 2014. 3cdayof LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 13 of 16 LICENSOR: CITY OF FORT WORTH: By: Assis . City Manager "Peactoecee APPROVED AS TO FORM AND LEGALITY: f, By: i Leann D. Guzman J Senior Assistant City Attorney LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX PAGE 14 of 16 ATTEST • By: �� (1./(44- Mary J. Kayser /- City Secretary M & C: C —24(943, Approved: 3/4/2.014 CITIZENS SUPPORT GROUP FOR THE FORT WORTH POLICE MOUNTED PATROL, a Texas non-profit corporation —*e By: Name: Br ford S. Barnes Title: President LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF \VEST COMMUNITY PARK OFFICIAL RECORD CITY SECRETARY ¢T. WORTH, TX PAGE 15of16 EXHIBIT "A" LICENSED PREMISES SEE ATTACHED DOCUMENT LICENSE AGREEMENT WITH CITIZENS SUPPORT GROUP FOR THE FORT WORTH MOUNTED PATROL FOR A PORTION OF WEST COMMUNITY PARK PAGE 16 of 16 • a , • • r , .... ' ow I Y • J'�' YJ1 1n' a •. '. 1 l , 1. .. • .; • l'. • • . �. 0, • .• I: • rr 1a . Y •. .% ti . en. .• I OYAt- E y )• 0 O v 0 c A r n O C n O z M&C Review I COUNCIL ACTION: Approved on 3/4/2014 Page 1 of 2 Official site of the City of Fort Worth, Texas FORT WORTH DATE: 3/4/2014 REFERENCE NO.: C-26699 LOG NAME: 35MPEFDONATE NON- PUBLIC CODE: C TYPE• CONSENT HEARING: NO SUBJECT: Authorize Execution of a License Agreement with the Citizens Support Group for the Fort Worth Police Mounted Patrol to Construct a Mounted Patrol Equestrian Facility at West Park Approve Development Fee Waivers, and Authorize Acceptance of a Gift Deed Conveying to the City of Fort Worth All Interest in the Mounted Patrol Equestrian Facility (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a License Agreement with the Citizens Support Group for the Fort Worth Police Mounted Patrol to construct a Mounted Patrol Equestrian Facility at West Park• 2. Approve the waiver of all development fees associated with the project in the approximate amount of $10,000.00; 3. Find that the waiver of such fees serves to carry out the public purpose of promotion of public safety and the construction of a facility to be donated to the City of Fort Worth pursuant to the License Agreement and that adequate controls are in place through the License Agreement to carry out such public purpose; and 4. Authorize the acceptance of a gift deed conveying to the City of Fort Worth all interest in any real property improvements fixtures and equipment at the Mounted Patrol Equestrian Facility. DISCUSSION: On October 23, 2012, (M&C L 15459) the City Council approved the use of approximately 10 acres of West Park for construction of equestrian facilities for the Fort Worth Police Department. The proposed project is needed to replace the existing facility used by the Mounted Patrol Unit in the near northside/Stockyards area. The existing facility is more than 25 years old, lacks restroom and locker room facilities and has inadequate storage and office areas. Since this facility was originally built, the size of the Mounted Patrol Unit has more than doubled, and although temporary stalls were added to house the additional animals, the current site does not provide sufficient exercise or turn -out areas for the animals Construction of a new larger facility at West Park will allow the Police Department to correct all of these deficiencies. During 2013, the Citizens Support Group for the Fort Worth Police Mounted Patrol raised $3.2 million from private sources to construct this facility and now desires to design and construct the equestrian facility. The facility is projected to cost $3.2 million to design and construct and the projected completion date is December 2014. The City and the Citizens Support Group for the Fort Worth Police Mounted Patrol will enter into a License Agreement outlining rules and requirements governing the relationship between the two parties, allowing contractor access to the site for design and construction work, and providing for the donation of the facility to the City upon completion of the improvements via a Gift Deed. Staff recommends that the City Council agree to waive the following fees related to the project that would otherwise be charged by the City: (i) all building permit, plan review, inspection, and re - inspection fees, (ii) all zoning fees, (iii) all temporary encroachment fees, (iv) all platting fees and, (v) all fire, sprinkler, and alarm permit fees. All other fees charged or assessed by the City, in accordance with applicable federal state and local laws ordinances, rules and regulations, including, http://apps.cfwnet.org/council_packet/mc_review.asp2lll=19475&councildate=3/4/2014 3/6/2014 M&C Review Page 2 of 2 but not limited to, transportation impact fees and water and sewer impact fees, are not waived and shall be fully payable. The estimated value of the fees to be waived is in the amount of $10,000.00. Staff recommends these fee waivers as an appropriate tool that incentivizes and promotes private financial participation in City projects and maximizes the fiscal efficiency of the financial participation. Construction of this facility will be overseen through the permitting processes outlined in the City Code. The fee waivers will serve the public purpose of public safety and the construction of a facility to be donated to the City pursuant to the License Agreement, which puts in place adequate controls to carry out such public purpose. The Police Department will budget for operating costs of this facility beginning in the City's Fiscal Year 2015 annual budget. The Fort Worth Police Department and the Parks and Community Services Department has executed an Interdepartmental Agreement that specifies the roles and responsibilities of each department. The Fort Worth Mounted Patrol Citizens Support Group retains the naming rights for this facility in perpetuity, provided the exercise of this right does not negatively impact the reputation of the City. West Park is located in COUNCIL DISTRICT 7, Mapsco 59F. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that approval of the above recommendations will have no material effect on City Funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for Citv Manaaer's Office bv: Charles Daniels (6199) Originating Department Head: Jeffrey W. Halstead (4231) Additional Information Contact: Joe Komisarz (4289) ATTACHMENTS mounted site.pdf http://apps.cfwnet.org/council_packethnc_review. asp7ll)=19475&councildate=3/4/2014 3/6/2014 MAYOR AND COUNCIL COMMUNICATION WEST COMMUNITY PARK INSR LTR TYPE OF INSURANCE A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X OCP GEN'L AGGREGATE LIMIT APPLIES PER: IPOLICY I I J CT ( LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS UMBRELLA LIAB EXCESS LIAB DED SCHEDULED AUTOS NON -OWNED AUTOS RETENTION $ OCCUR CLAIMS -MADE WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN Client#: 80950 18CITIZSUP JACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 04/24/2014 THIS CERTIFICATE IS ISSUED AS A MATTERIOF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wortham Insurance & Risk Mgmt. 1600 West Seventh Street Fort Worth, TX 76102-2505 817 336-3030 INSURED Citizens Support Group for the Fort Worth Mounted Patrol P.O. Box 150 Fort Worth, TX 76101 CONTACT NAME: PHONE 817 336-3030 [A/C, No, Ext): E-MAIL ADDRESS: FAX 817-336-8257 INSURER(S) AFFORDING COVERAGE INSURER A: Cincinnati Specialty Underwrite INSURER B : INSURER C : INSURER D INSURER E : INSURER F : NAIC # 13037 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CERTIFICATE 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. ADDL SUBR POLICY EFF POLICY EXP INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) CSU0057235 04/21/2014 12/31/2014 N/A DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) CERTIFICATE HOLDER City of Fort Worth Fort Worth Police Dept. Attn: Joe Komisarz 350 W Belknap Fort Worth, TX 76102 CANCELLATION LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $1,000,000 $ $ $2,000,000 $ $ $ $ $ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) 1 of 1 #S456874/M456873 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 18BKS INSR LTR TYPE OF INSURANCE A GENERAL LIABILITY A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X I OCCUR GENT. AGGREGATE LIMIT APPLIES PER: POLICY X I PRO• I I LOC AUTOMOBILE LIABILITY X X ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS $ UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE DED I X RETENTION$ 10, 000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below D BUILDERS ALL RISK C X VALUE - SPECIAL FORM N CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/15/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CA #0H64724 1-972-581-4400 IMA, Inc. (Dallas Division) 14185 Dallas Parkway S uite 800 Dallas, TX 75254 INSURED S EDALCO, Inc. & SEDALCO, LP 2554 E. Long Avenue Fort Worth, TX 76137 FAX (A/C. No): michelle.saucedo@imacorp.com INSURER(S) AFFORDING COVERAGE INSURER A: AMERISURE INS CO INSURER B: ST PAUL FIRE & MARINE INS CO INSURER C : TEXAS MUT INS CO INSURER D: TRAVELERS LLOYDS INS CO INSURER E INSURER F : CONTACT Michelle Saucedo NAME: PHONE 972-581-4400 (A/C. No. Extl: EMAIL ADDRESS: 972-581-4490 NAIC 11 19488 24767 22945 41262 COVERAGES CERTIFICATE NUMBER: 39249108 REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CERTIFICATE 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. 'ADDL'SUBR' POLICY EFF POLICY EXP INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS CPP2073835 12/31/12 12/31/14 N/A CA207383600 12/31/12 ZUP12P2959413NF 12/31/14 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) 12/31/1_ 12/31/14 TSF0001207457 12/31/12 12/31/14 QT6608850L189 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE $ 1,000,000 $ 300,000 $ 10,000 $ 1,000,000 $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ 1,000,000 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 WC STATU- OTH- TORY LIMITS FR X E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1, 000, 000 E.L. DISEASE- POLICY LIMIT $ 1,000,000 12/31/12 12/31/14 MAX ANY OCC 20,000,000 EXCEPT FRAME/BV/JM 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: New Facility for the Fort Worth Police Mounted Patrol. Citizens Support Group and City of Fort Worth are included as Additional Insured on the General and Auto Liability Policies if required by written contract or agreement subject to the policy terms and conditions. This Insurance is Primary/Non-Contributory on the General and Auto Liabilty Policies subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of "Additional Insured" on the Worker's Compensation Policy if required by written contract or agreement subject to the policy terms and conditions. CERTIFICATE HOLDER Citizens Support Group for the Fort Worth Police Mounted Patrol P.O. Box 150 Fort Worth, TX 76101-0150 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) msaucedo 39249108 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD • Policy #:CA207383600 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS ADVANTAGE COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. The premium for this endorsement is $ 1. BROAD FORM INSURED SECTION 11 - LIABILITY COVERAGE, Al. Who Is An Insured is amended by the addition of the following: d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or a majority interest, will qualify as a Named Insured. However, (1) Coverage under this provision is afforded only until the end of the policy period; (2) Coverage does not apply to "accidents" or "loss" that occurred before you acquired or formed the organization; and (3) Coverage does not apply to an organization that is an "insured" under any other policy or would be an "insured' but for its termination or the exhausting of its limit of insurance. e. Any "employee" of yours using: (1) A covered "auto" you do not own, hire or borrow, or a covered "auto" not owned by the "employee" or a member of his or her household while performing duties related to the conduct of your business or your personal affairs; or (2) An "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission while performing duties related to the conduct of your business. However your 'employee" does not qualify as an insured under this paragraph (2) while using a covered "auto" rented from you or from any member of the "employee's" household. f. Your members, if you area limited liability company, while using a covered "auto" you do not own, hire or borrow and while performing duties related to the conduct of your business or your personal affairs. Any person or organization with whom you agree in a written contract, written agreement or permit, to provide insurance such as is afforded under this policy, but only with respect to your covered "autos". This provision does not apply: (1) Unless the written contract or agreement is executed or the permit is issued prior to the "bodily injury" or ' property damage"; (2) To any person or organization included as an insured by an endorsement or in the Declarations; or (3) To any lessor of "autos" unless: (a) The lease agreement requires you to provide direct primary insurance for the lessor; (b) The "auto" is leased without a driver; and g• Includes copyrighted material of Insurance Services Office, Inc. CA 71 18 11 09 Page 1 of 5 rrnrr wi WII III IIIIII IIIIIIIIIIIIIIIIII IVI l IIIIIIII lI lPIIII I II IIIIII II I II I II II 111111 11111 III I It I I II I Policy #:CA207383600 (c) The lease had not expired. Leased "autos' covered under this provision will be considered covered "autos" you own and not covered 'autos" you hire. h. Any legally incorporated organization or subsidiary in which you own more than 50% of the voting stock on the effective date of this endorsement. This provision does not apply to "bodily injury" or "property damage" for which an "insured' is also an insured under any other automobile policy or would be an insured under such a policy but for its termination or the exhaustion of its limits of insurance, unless such policy was written to apply specifically in excess of this policy. 2. COVERAGE EXTENSIONS - SUPPLEMENTARY PAYMENTS Under Section II - LIABILITY COVERAGE, A.2.a. Supplementary Payments, paragraphs (2) and (4) are deleted and replaced as follows; (2) Up to $2,500 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual Toss of earnings up to $500 a day because of time off from work. 3. AMENDED FELLOW EMPLOYEE EXCLUSION Under SECTION II - LIABILITY COVERAGE, B. EXCLUSIONS, paragraph 5. Fellow Employee is deleted and replaced by the following• 5. Fellow Employee "Bodily injury' to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business However, this exclusion does not apply to your "employees" that are officers, managers, supervisors or above. Coverage is excess over any other collectible insurance. b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of paragraph a above. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE AND LOSS OF USE EXPENSE A. Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If any of your owned covered "autos" are covered for Physical Damage, we will provide Physical Damage coverage to "autos" that you or your "employees" hire or borrow, under your name or the "employee's" name, for the purpose of doing your work. We will provide coverage equal to the broadest physical damage coverage applicable to any covered "auto" shown in the Declarations, Item Three, Schedule of Covered Autos You Own, or on any endorsements amending this schedule. B. Under SECTION III - PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions. paragraph b. Loss Of Use Expenses is deleted and replaced with the following: b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement We will pay for loss of use expenses if caused by: (1) Other than collision, only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; Includes copyrighted material of Insurance Services Office, Inc. Page2of5 CA71181109 Policy #:CA207383600 (2) Specified Causes of Loss, only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision, only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $30 per day, to a maximum of $2,000. C. Under SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, paragraph b. is replaced by the following: b. For Hired Auto Physical Damage, the following are deemed to be covered "autos" you own: 1. Any covered "auto' you lease, hire, rent or borrow; and 2. Any covered "auto" hired or rented by your 'employees" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto", nor is any "auto" you hire from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. LOAN OR LEASE GAP COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, the following is added: If a covered' auto" is owned or leased and if we provide Physical Damage Coverage on it, we will pay, in the event of a covered total "loss", any unpaid amount due on the lease or loan for a covered "auto", less: (a) The amount paid under the Physical Damage Section of the policy; and: (b) Any: (1) Overdue lease or loan payments including penalties, interest or other charges resulting from overdue payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; (4) Security deposits not refunded by a lessor; and (5) Carry-over balances from previous loans or leases. 6. RENTAL REIMBURSEMENT Under SECTION III - PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, paragraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to $75 per day to a maximum of $2,000 for transportation expense incurred by you because of covered "loss". We will pay only for those covered "autos' for which you carry Collision Coverage or either Comprehensive Coverage or Specified Causes of Loss Coverage. We will pay for transportation expenses incurred during the period beginning 24 hours after the covered "loss" and ending, regardless of the policy s expiration, when the covered "auto" is returned to use or we pay for its ' loss'. This coverage is in addition to the otherwise applicable coverage you have on a covered "auto". No deductibles apply to this coverage Includes copyrighted material of Insurance Services Office, Inc. CA71181109 Page3of5 1 Policy #:CA207383600 (2) This coverage does not apply while there is a spare or reserve "auto" available to you for your operation. 7. AIRBAG COVERAGE Under SECTION III - PHYSICAL DAMAGE, B. EXCLUSIONS, paragraph 3. is deleted and replaced by the following: 3. We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: (1) Wear and tear, freezing, mechanical or electrical breakdown. However, this exclusion does not include the discharge of an airbag. (2) Blowouts, punctures or other road damage to tires. 8. GLASS REPAIR — WAIVER OF DEDUCTIBLE S ection III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended to add the following: N o deductible applies to glass damage if the glass is repaired rather than replaced. 9. COLLISION COVERAGE — WAIVER OF DEDUCTIBLE Under Section III - PHYSICAL DAMAGE COVERAGE, D. Deductible is amended to add the following: When there is a loss to your covered "auto" insured for Collision Coverage, no deductible will apply if the loss was caused by a collision with another "auto" insured by us. 10. KNOWLEDGE OF ACCIDENT U nder SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions 2 Duties In The Event Of Accident, Claim, Suit Or Loss, paragraph a is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "accident", claim, "suit" or "loss". Knowledge of an "accident", claim, "suit" or "loss" by your' employees" shall not, in itself, constitute knowledge to you unless one of your partners, executive officers, directors managers, or members (if you are a limited liability company) has knowledge of the 'accident", claim, 'suit" or "loss". Notice should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. 11. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) Under SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions paragraph 5. Transfer Of Rights Of Recovery Against Others To Us is deleted and replaced by the following: 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. However, if the "insured' has waived rights to recover through a written contract, or if your work was commenced under a letter of intent or work order, subject to a subsequent reduction in writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form. Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 5 CA 71 18 11 09 Policy #:CA207383600 12. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV - BUSINESS AUTO CONDITIONS , B. General Conditions , paragraph 2. Concealment, Misrepresentation Or Fraud is amended by the addition of the following: We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in your representations as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 13. BLANKET COVERAGE FOR CERTAIN OPERATIONS IN CONNECTION WITH RAILROADS When required by written contract or written agreement, the definition of insured contract" is amended as follows: The exception contained in paragraph H.3. relating to construction or demolition operations on or within 50 feet of a railroad; and Paragraph H.a. are deleted with respect to the use of a covered "auto" in operations for, or affecting, a railroad. Includes copyrighted material of Insurance Services Office, Inc. CA 71 18 11 09 Page 5 of S .W�Wi,i1lluinuum4u 1 11 III 1 n 1 1 I I I 30 Policy #: CA207383600 Named Insured: SEDALCO, Inc THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US Number of Days Notice For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellatior is increased to the number of days shown in the Schedule above. If this policy is cancelled by us we will send the Named Insured and any party listed in the following schedule notice of canoe lation based on the number of days notice shown above. SCHEDULE Name of Person or Organization The Name of Person or Organization is any person or organization holding a certificate of insurance issued for you, provided the certificate: 1. Refers to this policy; 2. States that notice of: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; and 4. Is on file at your agent or broker's office for this policy. Mailing Address The Mailing Address is the address shown for that person or organization in that certificate of insurance. IL 70 45 05 07 II I III II i II I II THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM P olicy Number CPP2073835 P olicy Expiration/Cancellation Date 12/31/14 N amed Insured SEDALCO, Inc. Agency Number Policy Effective Date 12/31/13 Date Account Number Agency IMA, Inc. Issuing Company Amerisure Insurance Company 1. SECTION II - WHO IS AN INSURED is amended to add as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement relating to your business. The written contract or written agreement must require additional Insured status for a time period during the term of this policy and be executed prior to the 'bodily injury "property damage", or "personal and advertising injury" giving rise to a claim under this policy. If, however, "your work' was commenced under a letter of intent or work order, subject to a subsequent reduction to writing within 30 days from such commencement and with customers whose customary contracts require they be named as additional insureds, we will provide additional insured status as specified n this endorsement. However, if your have entered into a construction corn -act subject to Subchapter C of Chapter 15.1 of Subtitle C of Title 2 of the Texas Insurance Code with the additional insured, the insurance afforded to such person(s) or organization(s) only applies to the extent permitted by Subchapter C of Chapter 151 of Subtitle C of Title 2 of the Texas Insurance Code. 2. SECTION II - WHO IS AN INSURED is amended to add the following: It the additional insured is: An individual, their spouse is also an additional insured. b. A partnership or joint venture, members, partners, and their spouses are also additional insureds. c. A limited liability company, members and manacers are also additional insureds. d. An organization other than a partnership, joint venture or limited liability company, executive officers and directors of the organization are also additional nsureds. Stockholders are also additional Insureds, but only with respect to their liability as stockholders. e. A trust, trustees are also insureds, but only with respect to their duties as trustees. The insurance provided to the additional insured under this endorsement is limited as follows: a. That person or organization is only an additional insured with respect to liability arising out of: (1) Premises you own, rent, lease, or occupy; or (2) Yniir ongoing operations, unless the written contract or wrrften agreement also requires completed operations coverage (or wording to the sarre effect), in which case the coverage provided shall extend to your completed operations for that additional insured. Premises, as respects this provision shall induce common or public areas about such premises if so required in the written contract or written agreement. Includes copyrighted material o- Insurance Services Office, Inc. CG 70 851211 Page 1 of 2 Policy #.CPP2073835 Ongoing operations, as respects this provision, does not apply to "bodily injury" or "property damage" occurring after: (a) All work including materials, parts or equipment furnished in connection with such work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than arother contractor or subcontractor engaged in performing operations for a principal as a part of the same project. The limits of insurance applicable to the additional insured are the least of those specified in the written contract or written agreement or in the Declarations of this policy. The limits of insurance applicable to the addtional insured are inrli isive nf and not in additinn to the limits nf insurance shnwn in the lienlaratinns c. The additional insured status provided by this erdorsement does not extend beyond the expiration or termination of a premises lease or rental agreement nor beyond the term of this policy. ri. If a written nnntrant nr written agreement as ni itlined ahnve rani iires that adrlitinnal insi wed status he provided by the use of CG 20 10 11 85, then the terms of that endorsement, which are shown below, are incorporated into this endorsement as respects such additional insured, to the extent that such terms do not restrict coverage otherwise provided by this endorsement: ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: Blanket iNhere Required by Written Contract or Agreement that the terms of CG 20 10 11 85 apply. (If no entry appears above, Information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) rs ameided to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. Copyright, Insurance Services Office, Inc., 1984 CG 20 10 11 85 e. The insurance provided to the additional insured does not apply to "bodily injury", "property damage", or personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including but not limited to: (1) The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, design specifications; and (2) Supervisory, inspection, or engineering services. f. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is deleted and replaced with the following: 4. Other Insurance. Any coverage provided in this endorsement is excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless the written contract or wntten agreement requires that this insurance be primary, in which case this insurance will be primary without contribution from such other insurance available to the additional insured Includes copyrighted material o= Insurance Services Office, Inc. CG 70 85 12 11 Page 2 of 2 Policy #:CPP2073835 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CONTRACTOR'S GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Under SECTION I - COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, paragraph 2. EXCLUSIONS, provisions 1. through 6. of this ondorccmcnt amend the policy as follows: 1. LIQUOR LIABILITY Exclusion c. Liquor Liability is deleted. 2. NONOWNED WATERCRAFT Exclusion g. Aircraft, Auto or Watercraft, subparagiaph (2) is deleted and replaced with the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to cany persons or property for a charge. 3. PREMISES ALIENATED A. Exclusion j. Damage to Property, subparagraph (2) is deleted. B. The following paragraph is deleted from Exclusion j. Damage to Property; Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. 4. PROPERTY DAMAGE LIABILITY - ELEVATORS AND SIDETRACK AGREEMENTS A. Exclusion j. Damage to Property, paragraphs (3), (4), and (6) do not apply to the use of elevators. B. Exclusion k. Damage to Your Product does no: apply to: 1. The use of elevators; or 2. Liability assumed under a sidetrack agreement. 6. PROPERTY DAMAGE LIABILITY - BORROWED EQUIPMENT A. Exclusion J. Damage to Property, paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. B. With respect to any one borrowed equipment item, provision 5.A. above does not apply to "property damage" that exceeds $25,000 per occurrence or $25,000 annual aggregate. 6. PRODUCT RECALL EXPENSE A. Exclusion n. Recall of Products, Work or Impaired Property does not apply to "product recall expenses" that you incur for the "covered recall" of "your product'. This exception to the exclusion does not apply to 'product recall expenses" resulting from: 1. Failure of any products to accomplish their intended purpose; 2. Breach of warranties of fitness, quality, durability or performance; 3. Loss of customer approval or any cost incurred to regain customer approval; 4. Redistribution or replacement of "your product", which has been recalled, by like products or substitutes; 5. Caprice or whim of the insured; Includes copyrighted matenal o= Insurance Services Office, Inc. CG 70 63 1211 Page 1 of 10 Policy #:CPP2073835 6. A condition likely to cause loss, about which any insured knew or had reason to know at the inception of this insurance; 7. Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; 8. Recall of your product(s)" that have no known or suspected defect solely because a known or suspected defect in another of "your product(s)" has been found. B. Under SECTION III - LIMITS OF INSURANCE, paragraph 3. is replaced in its entirety as follows and paragraph 8, is added: 3. The Products -Completed Operations Aggregate Limit is the most we will pay for the sum of. a. Damages under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY because of 'bodily injury" and "property damage" included in the "products completed operations hazard" and b. 'Product recall expenses". Subject to paragraph 5. above, $25,000 is the most we will pay for all "product recall expenses" arising out of the same defect or deficiency The insurance afforded by reason of provisions 1. through 6. of this endorsement is excess over any valid and collectible Insurance (including any deductible) available to the insured whether primary, excess or contingent and SECTION IV., paragraph 4 Other Insurance is changed accordingly. 7. BLANKET CONTRACTUAL LIABILITY - RAILROADS When a written contract or written agreement requires Contractual Liability - Railroads, the definition of "insured contract' in Section V - Definitions is replaced by the Following with respect to operations performed for, or affecting, a railroad: A. Except for any provision of a construction contract subject to Tex. Ins. Code § 151.102, 9. "Insured Contract" means: a. A contr act for a lease of premises. However that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; Any easement or license agreement; An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization provided the "bodily injury" or 'property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that pars of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or Instructions, or failing to give them; Includes copyrighted material o= Insurance Services Office, Inc. Page 2 of 10 CG 70 6312 11 Policy #:CPP2073835 (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragrapi (1) above and supervisory, inspection, architectural or engineering activities. With respect to any provision of a construction contract subject to Tex. Ins. Code § 151.102, 9. "Insured Contract" means: a. A contract for a lease of premises. However that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; A sidetrack agreement; c. Any easement or license agreement; An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; I. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization but only to the extent that the "bodily injury" or "property damage' is caused by your acts or omissions or by the acts or omissions of those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them; (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in f aragrapi (1) above and supervisory, inspection, architectural or engineering activities. 8. CONTRACTUAL LIABILITY - PERSONAL AND ADVERTISING INJURY Under SECTION 1 - COVERAGE B., paragraph 2. Exclusions, paragraph e. Contractual Liability is deleted. 9. SUPPLEMENTARY PAYMENTS Under SECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES A AND B, paragraph 1.b. is deleted and replaced with the following• 1. b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bui ids 10. BROADENED WHO IS AN INSURED SECTION II - WHO IS AN INSURED is deleted and replaced with the following: 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. Includes copyrighted material o- Insurance Services Office, Inc. CG 70 63 12 11 Page 3 of 10 Policy #:CPP2073835 c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you aro an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Paragraphs (1)(a), (1)(b) and (1)(c) above do not apply to your "employees" who are: (i) Managers; (ri) Supervisors; (ni) Directors; or (iv) Officers; with respect to "bodily injury" to a co -"employee". 2. Each of the following is also an insured: a. Your "volunteer workers" only while pertorning duties related to the conduct of your business, or your "employees," other than either your "executive officers," (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. Hcwever, none of these 'employees" or "volunteer workers" are insured for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or volunteer worker as a consequence of paragraph (1)(a) above; For which there is any obligation io share damages with or repay someone else who must pay damages because of the injury described in paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services except as provided in Provision 11. of this endorsement. (2) "Property damage" to property: (c) (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees," "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). Any person (other than your "employee" or `volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only; (1) With respect to liability arising out of the maintenance or use of that property, and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Form. Includes copyrighted material o= Insurance Services Office, Inc. Page 4 of 10 CG 70 63 12 11 Policy #:CPP2073835 e. Your subsidiaries if: (1) They are legally incorporated entities; and (2) You own more than 50% of the voting stock in such subsidiaries as of the effective date of this policy. If such subsidiaries are not shown in the Declarations, you must report them to us within 180 days of the inception of your original policy f. (1) Any person or organization, other than an architect, engineer or surveyor, required to be named as an additional insured in a "work contract", letter of intent or work order. However, such person or organization shall be an additional insured only with respect to covered "bodily injury," 'property damage,' and 'personal and advertising injury" arising out of "your work" under that 'work contract", letter of intent or work order. (2) We will provide additional insured coverage to such person or organization only: (a) for a period of 30 days after the effective date of the applicable "work contract", letter of intent or work order; or (b) until the end of the policy term in effect at the inception of the applicable "wnrk contract", letter of intent or work order; whichever is earlier. Coverage provided under this paragraph f. is excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless the 'work contract'. letter of intent or work order requires this insurance be primary, in which case this insurance will be pnmary without contribution from such other insurance available to the additional insured. (4) This paragraph f. does not apply if form CG 70 85, Texas Contractors Blanket Additional Insured Endorsement, is attached to the policy. Any person or organization to whom you are obligated by virtue of a written contract to provide insurance such as is afforded by this policy, but only with respect to liability arising out of the maintenance or use of that part of any premises leased to you, including common or public areas about such premises if so required in the contract. However, no such person or organization is an insured with respect to: (1) Any "occurrence" that takes place after you cease to occupy those premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. h. Any state or political subdivision but only as respects legal liability incurred by the state or political subdivision solely because it has issued a permit with respect to operations performed by you r nr on your behalf. However, no state or political subdivision is an insured with respect to: (3) 9• (1) "Bodily injury", "property damage', "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) 'Bodily injury" or "property damage" included within the "products -completed operations hazard." i. Any person or organization who is the lessor of equipment leased to you to whom you are obligated by virtue of a written contact to provide insurance such as is afforded by this policy, but only with respect to their liability arising out of the maintenance operation or use of such equipment by you or a subcontractor on your behalf with your permission and under your supervision. However if you have entered into a construction contract subject to Subchapter C ot Chapter 151 ot Subtitle C ot Title 2 of the Texas Insurance Code with the adcitional insured, the insurance afforded to such person(s) or organization(s) only applies to the extent permitted by Subchapter C of Chapter 151 of Subtitle C of Title 2 of the Texas Insurance Code. No such person or organization, however, is an insured with respect to any "occurrence" that takes place ditel the equiplrielit Iedbe explies. Includes copyrighted material o' Insurance Services Office, Inc. CG 70 63 12 11 Page 5 of 10 Policy #:CPP2073835 j. Any architect, engineer, or surveyor engaged by you but only with respect to liability arising out of your premises or "your work." However if you have entered into a construction contract subject to Subchapter C of Chapter 151 of Subtitle C of Title 2 of the Texas Insurance Code with the additional insured, the insurance afforded to such person only applies to the extent permitted by Subchapter C of the Chapter 151 of Subtitle C of Title 2 of the Texas Insurance Code. No architect, engineer, or surveyor, however, is an insured with respect to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys change orders, designs or specifications; or (2) Supervisory, inspection, or engineering services. This paragraph j. does not apply if form CG 70 85, Texas Contractors Blanket Additional Insured Endorsement, is attached to the policy. k. Any manager, owner, lessor, mortgagee, assignee or receiver of premises, including land leased to you, but only with respect to liability arising out of the ownership maintenance or use of that part of the premises or land leased to you. However, no such person or organization is an insured with respect to: (1) Any "occurrence" that takes place after you cease to occupy that premises, or cease to lease the land; or (2) Structural alteration, new construction or demolition operations performed by or on behalf of that person or organization. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage cinder this provision is afforded only until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; c. Coverage B does not apply to ' personal and advertising injury" arising out of an offense committed before you acquired or formed the organization d. Coverage A does not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 4. Any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance is an insured, but only with respect to "bodily injury" or "property damage" arising out of ' your products" that are distributed or sold in the regular course of the vendor's business. However, no such person or organization is an insured with respect to: a. 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement_ b. Any express warranty unauthorized by you; c. Any physical or chemical change in "your product" made intentionally by the vendor; Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the onginai container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of "your products"; Includes copyrighted material o= Insurance Services Office, Inc. Page 6 of 10 CG 70 63 12 11 Policy #:CPP2073835 f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the 'your product", "Your products" which, after distribution or sale by you, have been labeled or relabeled or used as a container part or ingredient of any other thug or substance by or for tho vendor. h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization from which you have acquired "your products", or any ingredient, part, or container, entering into, accompanying or containing "your products". No person or organization is an insured with respect lo the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 11. INCIDENTAL MALPRACTICE LIABILITY 9• As respects provision 10., SECTION II — WHO IS AN INSURED, paragraph 2.a.(1)(d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide medical or paramedical services, provided that you arc not engaged in the business or occupation of providing such services, and your "employee" does not have any other insurance that would also cover claims arising under this provision, whether the other insurance is primary, excess, contingent or on any other basis. Under SECTION III - LIMITS OF INSURANCE, provisions 12. through 14. of this endorsement amend the policy as follows: 12. AGGREGATE LIMITS PER PROJECT The General Aggregate Limit applies separately to each of your construction projects away from premises owned by or rented to you. 13. INCREASED MEDICAL PAYMENTS LIMITS AND REPORTING PERIOD Al The requirement under SECTION I — COVERAGE C MEDICAL PAYMENTS that expenses be incurred and reported to us within one year of the date of the accident is changed to three years. B. SECTION III - LIMITS OF INSURANCE, paragraph 7., the Medical Expense Limit, is subject to all the terms of SECTION III — LIMITS OF INSURANCE and is the greater of: 1. $10,000; or 2. The amount shown in the Declarations for Medical Expense Limit. C. This provision 13. does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Form or by endorsement. 14. DAMAGE TO PREMISES RENTED TO YOU — SPECIFIC PERILS A. The word fire is changed to "specific perils" where it appears in: 1. The last paragraph of SECTION I — COVERAGE A, paragraph 2. Exclusions; 2_ SECTION IV, paragraph 4.h. Excess Insurance. B. The Limits of Insurance shown in the Declarations will apply to all damage proximately caused by the same event, whether such damage results from a "specific peril" or any combination of "specific perils." C. The Damage To Premises Rented To You Limit described in SECTION III - LIMITS OF INSURANCE, paragraph 6., is replaced by a new limit, which is the greater of 1. $1,000,000; or 2. The amount shown in the Declarations for Damage To Premises Rented To You Limit. Includes copyrighted matenal o' Insurance Services Office, Inc. CG 70 63 12 11 Page 7 of 10 Policy #:CPP2073835 D. This provision 14. does not apply if the Damage To Premises Rented To You Limit of SECTION I - COVERAGE A is excluded either by the provisions of the Coverage Form or by endorsement. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, provisions 15. through 17. of this ondorsomont amend the policy as follows: 15. KNOWLEDGE OF OCCURRENCE Under 2. Duties In The Event Of Occurrence, Offense, Claim, Or Suit, paragraph a. is deleted and replaced and paragraphs e. and f. are added as follows: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense, regardless of the amount, which may result in a claim. Knowledge of an "occurrence" or an offense by your "employee(s)' shall not, in itself constitute know edge to you unless one of your partners members, "executive offlceis ' dii ectors, ur managers has knowledge of the 'occurrence" or offense. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. e. If you report an "occurrence" to your workers compensation carrier that develops into a liability claim for which coverage is provided by the Coverage Form, failure to report such an "occurrence' to us at the time of the "occurrence' shall not be deemed a violation of paragraphs a., b. and c. above. However you shall give written notice of this "occurrence" to us as soon you become aware that this "occurrence" may be a liability claim rather than a workers compensatioi claim. f. You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until It has been determined that all such products are free from defects that could be a cause of loss under the insurance. 16. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph 6. Representations is deleted and replaced with the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. We will not deny coverage under this coverage part if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in the description of any premises or operations intended to be covered by the Coverage Form as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. 17. TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) Paragraph 8. Transfer of Rights Of Recovery Against Others To Us is deleted and replaced with the following: Includes copyrighted matenal o- Insurance Services Office, Inc. Page 8of10 CG70631211 Policy #:CPP2073835 8. If the insured has rights to recover all or part of sny payment we have made under this Coverage Form, those rights al e transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring 'suit" or transfer those rights to us and help us enforce them. However, if the insured has waived rights to recover through a written contract, or if ' your work" was commenced under a letter of intent or work order, subject to a subsequent reduction to writing with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form. 18. EXTENDED NOTICE OF CANCELLATION AND NONRENEWAL Paragraph 2.b. of A. Cancellation of the COMMON POLICY CONDITIONS is deleted and replaced with the following: b. 60 days before the effective date of the cancellation if we cancel for any other reason. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 9. When We Do Not Renew is deleted and replaced with the following: 9. When We Do Not Renew a. We may elect not to renew this policy except, that under the provisions of the Texas Insurance Code, we may not refuse to renew this policy soley because the policyholder is an elected official. b. If we elect not to renew this policy, we may do so by mailing or delivering to the first Named Insured, at the last mailing address known to us, written notice of nonrenewal, stating the reason for nonrenewal, at least 60 days before the expiration date. If notice is mailed or delivered less than 60 days before the expiration date, this policy will remain in effect until the 61st day after the date on which the notice is mailed or delivered. Earned premium for any period of coverage that extends beyond the expiration date will be computed pro rata based on the previous year's premium. c. If notice is mailed, proof of mailing will be sufficient proof of notice. d. The transter of a policyholder between admitted companies within the same insurance group is not considered a refusal to renew. 19. MOBILE EQUIPMENT REDEFINED Under SECTION V - DEFINITIONS, paragraph 12. "Mobile equipment", paragraph I. (1) does riot apply to self- propelled vehicles of less than 1 000 pounds gross vehicle weight that are not designed for highway use. 20. DEFINITIONS 1. SECTION V DEFINITIONS, paragraph 4. "Co'.orage territory" is replaced by the following definition: "Coverage territory" means anywhere in the world with respect to liability arising out of "bodily injury," "property damage," or "personal and advertising injury," including "personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a settlement to which we agree or in a "suit' on the merits, in the United States of America (including its territories and possessions) Puerto Rico and Canada. 2. SECTION V — DEFINITIONS is amended by the addition of the following definitions: "Covered recall' means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadeq.iacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". "Product Recall expenses" mean only reasonable and necessary extra costs, which result from or are related to the recall or withdrawal of "your product" for: a. Telephone and telegraphic communication, radio or television announcements, computer time and newspaper advertising; b. Stationery, envelopes, production of announcements and postage or facsimiles; c. Remuneration paid to regular employees for necessary overtime or authorized travel expense; d. Temporary hiring by you or by agents designated by you of persons, other than your regular employees, to perform necessary tasks; Includes copyrighted material o= Insurance Services Office, Inc. CG 70 63 12 11 Page 9 of 10 Policy #:CPP2073835 e. Rental of necessary additional warehouse or storage space; f. Packaging of or transportation or shipping of defective products to the location you designate; and g. Disposal of "your products' that cannot be reused. Disposal expenses do not include: (1) Expenses that exceed the original cost of the materials incurred to manufacture or process such product; and (2) Expenses that exceed the cost of normal trash discarding or disposal, except as are necessary to avoid "bodily injury" or "property damage". "Specific Perils" means fire; lightning; explosion; windstorm or hail; smoke; aircraft or vehicles, not or civil commotion; vandalism; leakage from fire extinguishing equipment; weight of snow, ice or sleet; or "water damage." "Water damage" means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. 'Work contract" means a written agreement between you and one or more parties for work to be performed by you or on your behalf. Includes copyrighted material o- Insurance Services Office, Inc. Page 10 of 10 CG 70 63 12 11 Policy #. CPP2073835 Named Insured: SEDALCO, Inc THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Number of Days Notice EARLIER NOTICE OF CANCELLATION PROVIDED BY US 30 For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellatior is increased to the number of days shown in the Schedule above. If this policy is cancelled by us we will send the Named Insured and any party listed in the following schedule notice of cance lation based on the number of days notice shown above. SCHEDULE Name of Person or Organization The Name of Person or Organization is any person or organization holding a certificate of insurance issued for you, provided the certificate: 1. Refers to this policy; States that notice of: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation; b. Nonrenewal; or c. Material change reducing or restricting coverage; and 4. Is on file at your agent or broker's office for this policy. Mailing Address The Mailing Address is the address shown for that person or organization in that certificate of insurance. IL 70 45 05 07 Policy #. TSF0001207457 WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY InsuranceCceipany WC 42 06 01 TEXAS NOTICE OF MATERIAL CHANGE ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. In the event of cancellation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule. The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. Number of days advance notice: 30 2. Notice will be mailed to: PER LIST ON FILE This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is Indicated below. (The following "attaching clause" need be completed only when this endorsement Is issued subsequent to preparation of the policy.) This endorsement, effective on 2/31 / 13 at 12:01 A.M. standard time, forms a part of Policy No. TSF-0001207457 20111231 of the Texas Mutual Insurance Company Issued to SEDALCO I NC Premium $ 0 , 00 WC420801 (ED. 1-94) INSURED'S COPY Endorsement No. 1 f Authorized Representative WASENDRS ** WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Insurance Company WC 42 03 04 A TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL TEXAS OPERATIONS 3. Premium The premium charge for this endorsement shall be 2 . 00 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations descnbed. 4. Advance Premium INCLUDED , SEE INFORMATION PAGE This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 12/31 / 14 at 12:01 A.M. standard time, forms a part of Policy No. TSF-0001207457 20121231 of the Texas Mutual Insurance Company Issued to SEDALCO I NC Premium $ WC420304A (ED. 1-01-2000) Endorsement No. Authorized Representative AGENT'S COPY QUSER 12-13-2012 SUPPLEMENT TO CERTIFICATE OF INSURANCE NAME OF INSURED: sEDALco, Inc. & SEDALCO, LP DATE 04/15/2014 SUPP (10/00) PAY TO THE ORDER OF • CITIZENS SUPPORT GROUP FOR THE FORT WORTH POLICE MOUNTED PATROL PO BOX 150 PH 817-877-2400 FORT WORTH, TX 76101 0.1'-i)1 nk fork �nlnr-ln 0 he, Y\usickfth_ axa. "" o n PlainsCapitalBankira www.plainscapital.com Weatherford, Texas FOR Liaost ofineAk- DATF T14--�� 111000 5 3 3111 I: L L L 3 2 2 9 91.s: 3 50000 21150 533 88-2299/1113 3383 I $ tDo"/Lo6 DOLLARS el Security lasturac arolndudod. Details on back. rP (mot czi&aUalAGvof,cu,. kt. maC, 1114;e AIL � 610� C4.{P.tAst.- aatr00044:1,