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HomeMy WebLinkAboutContract 46301 CITY SECRET° CCWTRACT W. A -- EASEMENT ENCROACHMENT LICENSE AGREEMENT Commercial THIS EASEMENT ENCROACHMENT LICENSE AGREEMENT ("Agreement") is made and entered into by and between FORT WORTH CLUB OF FORT WORTH, TEXAS, of Tarrant County, Texas (the "FW Club"), and THE CITY OF FORT WORTH, Texas (the "City of Fort Worth"). Sometimes the FW Club and the City of Fort Worth may be referred to in this Agreement individually as a "party" and collectively as the "parties." RECITALS A. The FW Club is the owner of certain real property located at 306 W. 7th Street, Fort Worth, Texas, described as LOT A, BLOCK 106, ORIGINAL TOWN OF FORT WORTH, in Tarrant County, Texas, as it appears upon the plat recorded in Volume 388-105, Page 53 of the Plat Records of Tarrant County, Texas (the "Property"). B. The City of Fort Worth has a sidewalk easement (the "Easement") over a portion of the Property. C. Inwood National Bank ("Inwood"), a tenant of the FW Club, desires to install and maintain one or more signs (individually or collectively, the "Signs"), as shown in proposed drawings attached hereto as Exhibit A and made a part hereof for all purposes, which Signs will protrude over a portion of the Easement (the "Encroachment Area"). D. The City of Fort Worth is requiring the FW Club to sign an Easement Encroachment License Agreement that requires the FW Club to indemnify and hold the City of Fort Worth harmless regarding the installation of the Signs by Inwood and the FW Club is willing to sign such Easement Encroachment License Agreement only if Inwood signs an agreement with the City of Fort Worth that is comparable to this Agreement and also signs a separate Indemnification Agreement, in the form attached hereto as Exhibit B, wherein Inwood agrees to indemnify, defend, and hold the FW Club harmless regarding the installation, maintenance, and repair of such Signs. E. To accommodate the needs of Inwood, the FW Club will allow the installation of such Signs (the "Installation") under the terms and conditions as set forth in this Agreement. F. To induce the FW Club to sign this Agreement with the City of Fort Worth, Inwood agrees to sign this Agreement and a separate Indemnification Agreement being signed of even date herewith between Inwood and the FW Club. NOW, THEREFORE, the FW Club and the City of Fort Worth agree as follows: 0OFFICIAL RECORD CITY SECRETARY FT. tMIORTH,TX Page 1 of 11 AGREEMENT 1. In consideration of the covenants and agreements hereinafter contained, to be kept and performed by Inwood, the FW Club hereby grants permission to Inwood to install one or more Signs that will protrude over the Easement as described herein. From and after the date of the execution of this Agreement, Inwood agrees to be responsible for installing and maintaining any and all Signs and Sign structures it installs within and above the Easement. 2. All construction, maintenance, and operation in connection with such Installation shall comply and be performed in strict compliance with the Charter, Ordinance and Codes of the City of Fort Worth and in accordance with the directions of the Director of the Transportation and Public Works Department or the Director of the Water Department of the City of Fort Worth, or his duly authorized representative. Prior to the installation of any Signs over the Easement, Inwood shall submit all plans and specifications to the City of Fort Worth and the FW Club for prior written approval. Inwood may not commence the Installation until such approval has been obtained in writing from both the Director of the Transportation and Public Works Department or the Director of the Water Department of the City of Fort Worth and the FW Club. However, such approval will not relieve Inwood of the responsibility and liability for concept, design, installation and maintenance of such Signs. Moreover, Inwood shall not commence construction of any Signs over the Encroachment Area except on a weekend and not until it has made certain that its sign company contractor has first barricaded the sidewalk from both directions under the area of the Installation in order to protect and safeguard the public. 3. The parties understand and agree that Inwood will agree in the separate agreement between it and the City of Fort Worth that (i) the City of Fort Worth may enter and utilize the referenced Encroachment Area at any time for the purpose of installing, repairing, replacing or maintaining improvements to its public facilities or utilities necessary for the health, safety and welfare of the public for any other public purpose, (ii) the City of Fort Worth will bear no responsibility or liability for any damage or disruption or other adverse consequences resulting from its utilization of the Encroachment Area, and that if any installation, reinstallation, relocation, or repair of any existing or future utility or improvements owned by, constructed by or on behalf of the public or at public expense is made more costly by virtue of the installation, maintenance, or existence of the Signs and use of the Encroachment Area by Inwood, then Inwood shall pay to the City of Fort Worth an additional amount equal to such additional cost as reasonably determined by the Director of Transportation and Public Works or the Director of the Water Department of the City of Fort Worth, or his or her duly authorized representative. Page 2 of 11 t 4. In order to defray all costs of inspection and supervision that the City of Fort Worth has incurred or will incur as a result of the Installation, maintenance, inspection or maintenance of the Signs provided for by this Agreement, the City of Fort Worth will look solely to Inwood to pay to the City of Fort Worth at the time this Agreement is executed an application fee in the amount of Two Hundred Seventy Five Dollars ($275.00). 5. The term of this Agreement will be for thirty (30) years, commencing on the date this Agreement is executed by the City of Fort Worth or an underlying Easement Encroachment License Agreement signed of even date herewith between the FW Club and the City of Fort Worth, whichever is shorter. Provided however, this Agreement may be terminated by the FW Club after Inwood has removed the Signs, repaired all damage caused by the Installation and removal of the Signs, which repairs must be reasonably acceptable to the City of Fort Worth in its reasonable discretion and to the FW Club, and a written termination agreement among Inwood, the City of Fort Worth, and the FW Club. Provided further, this Agreement may terminate, at the written election of the FW Club, upon the non-compliance of any of the terms of this Agreement by Inwood that are not timely cured —with such termination to occur only after written notice from the FW Club to the City of Fort Worth and Inwood and only after the Signs are removed in accordance with the terms of this Agreement, the separate indemnification agreement between Inwood and the FW Club being signed of even date herewith, and approval by the City of Fort Worth of such termination. The City of Fort Worth or the FW Club shall notify Inwood in writing (with a copy of such notice to the non-notifying party) of the alleged non-compliance and specify what is required to cure any alleged non-compliance, and if such non-compliance is not cured within thirty (30) days after the date Inwood receives such written notice, this Agreement will, at the option of the City of Fort Worth or the FW Club, be deemed terminated upon the date of written notice to Inwood and only after Inwood has fully complied with the terms of this Agreement and the separate indemnification agreement between Inwood and the FW Club being signed of even date herewith regarding Inwood's obligations to the FW Club, and only after Inwood has removed the Signs, repaired all damage caused by the Installation and removal of the Signs, which repairs must be reasonably acceptable to the City of Fort Worth in its reasonable discretion and to the FW Club, and a written termination agreement among Inwood, the City of Fort Worth, and the FW Club. 6. It is further understood and agreed upon by and between the parties that the Easement area to be used and encroached upon as described herein, are held by the City of Fort Worth as trustee for the public; that the City of Fort Worth exercises such powers over the Easement area as have been delegated to it by the Constitution of the State of Texas or by the Legislature; and that the City of Fort Worth cannot contract away its duty and its legislative power to control the Easement area for the use and Page 3 of 11 benefit of the public. It is accordingly agreed that if the governing body of the City of Fort Worth at any time during the term hereof determines, in its sole discretion, to use or cause or permit the right of way to be used for any other public purpose that does not preclude the use of the Easement area, including, but not limited to, underground, surface or overhead communication, drainage, sanitary sewerage, transmission of natural gas or electricity, or any other public purpose, regardless of whether presently contemplated, the parties agree to negotiate in good faith in order to accommodate the Installation of the Signs referenced herein and the public purpose. 7. TO THE GREATEST EXTENT PERMITTED BY LAW AND TO THE EXTENT NOT OTHERWISE COVERED BY INWOOD'S AGREEMENT OF EVEN DATE HEREWITH TO INDEMNIFY, DEFEND, AND HOLD THE CITY OF FORT WORTH HARMLESS, THE FW CLUB COVENANTS AND AGREES TO DEFEND THROUGH LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE CITY OF FORT WORTH (PROVIDED SUCH COUNSEL DOES NOT VOID ANY APPLICABLE INSURANCE COVERAGE), TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD THE CITY OF FORT WORTH HARMLESS, AND DEFEND (THROUGH LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE CITY OF FORT WORTH PROVIDED SUCH COUNSEL DOES NOT VOID ANY APPLICABLE INSURANCE COVERAGE) THE CITY OF FORT WORTH, AND, SIMILARLY THE FW CLUB, TO THE EXTENT NOT OTHERWISE COVERED BY INWOOD'S AGREEMENT OF EVEN DATE HEREWITH, TO INDEMNIFY, DEFEND, AND HOLD THE CITY OF FORT WORTH HARMLESS, COVENANTS AND AGREES, TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF FORT WORTH, EACH OF ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND, IF APPLICABLE, ELECTED OFFICIALS FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH, INWOOD'S INSTALLATION AND MAINTENANCE OF THE SIGNS, AND THE USE, EXISTENCE, OR LOCATION OF SAID ENCROACHMENT AREA AND USES GRANTED HEREUNDER, EXCEPT TO THE EXTENT CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR ELECTED OFFICIALS OF THE CITY OF FORT WORTH; AND THE FW CLUB HEREBY, TO THE EXTENT NOT OTHERWISE COVERED BY INWOOD'S AGREEMENT OF EVEN DATE HEREWITH, ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS ARISING SOLELY IN CONNECTION WITH THE INSTALLATION AND MAINTENANCE OF THE SIGNS. THE FW CLUB SHALL, TO THE EXTENT NOT OTHERWISE COVERED BY INWOOD'S AGREEMENT OF EVEN DATE HEREWITH, LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL DEFEND AND INDEMNIFY BOTH THE CITY OF FORT WORTH AND THE FW CLUB FOR ANY AND ALL INJURY OR DAMAGE TO THE CITY Page 4 of 11 OF FORT WORTH ARISING OUT OF OR IN CONNECTION WITH INWOOD'S SIGN INSTALLATION AND USE OF THE ENCROACHMENT AREA AND ANY AND ALL ACTS OR OMISSIONS OF THE FW CLUB, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR ELECTED OFFICIALS. 8. While this Agreement is in effect, the FW Club agrees to furnish the City of Fort Worth with a true and correct copy of an ACORD 25 Certificate of Insurance, naming the City of Fort Worth as an additional insured, as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the proposed use and occupancy of public property as located and described in the drawings on Exhibit A. The amounts of such insurance shall be not less than the following: $1,000,000 Commercial General Liability with the understanding of and agreement by Inwood that such insurance amounts shall be revised upward at the City of Fort Worth's reasonable option/request and that the FW Club shall so revise such amounts immediately following receipt of written notice to the FW Club of such requirement. Such insurance policy shall provide that it cannot be canceled or amended without at least thirty (30) days prior written notice to the Building Official of the City of Fort Worth. The FW Club agrees to submit a similar copy of the Certificate of Insurance annually to the City of Fort Worth on the anniversary date of the execution of this Agreement. The FW Club agrees, binds, and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of all Signs in the Encroachment Area. All insurance certificates required herein shall include certificates from Inwood's contractors and subcontractors. In connection with the Installation of the Signs contemplated herein and the maintenance, service, replacement, and removal of such Signs, the FW Club agrees to provide the City of Fort Worth and the FW Club, prior to the commencement of any Installation of such Signs or any work on such Signs, with true and correct copies of the original signed endorsements provided from the insurance carrier in conjunction with the certificate of insurance, in a form acceptable to the City of Fort Worth showing that the Inwood and its sign company have an adequate amount of liability insurance coverage, as described herein, on which the FW Club and the City of Fort Worth have been listed as an additional insured on an endorsement form reasonably acceptable to the FW Club and workers' compensation coverage on all such contractor's employees, and such workers' compensation coverage must include an original waiver of subrogation endorsement that is on a form reasonably acceptable to the FW Club that is signed by the authorized agent of the insurance company in favor of the FW Club and the City of Fort Worth. In addition to the indemnification provisions set out above, the FW Club separately and independently agrees to procure and maintain in force during the term of its lease with Inwood, at its expense, occurrence-based commercial general liability (unamended) and property damage insurance policies with companies approved by and Page 5 of 11 acceptable to the City of Fort Worth and the Fort Worth Club, that are (i) authorized to sell insurance in the State of Texas, (ii) adequate to protect against liability for damage claims through public use of the Encroachment Area, arising out of accidents occurring in or around the Encroachment Area, or arising out of the maintenance, use, or occupancy thereof, and (iii) the companies are members of the property and casualty insurance guaranty association created under Article 21.28-C, Insurance Code Article 1.14-2, Texas Insurance Code, in a minimum amount of $1,000,000.00 combined single limit per occurrence, which insurance will include contractual liability coverage recognizing this Agreement and will not have a deductible in excess of $100,000. Such coverage must be at least as broad as the most commonly available ISO Commercial General Liability (CGL) policy form CG 00 01 and must include coverage for bodily injury, broad form property damage, premises/operations, blanket contractual liability, products liability, and completed operations liability. The FW Club also agrees to obtain a written obligation from the insurers to notify the City of Fort Worth in writing at least thirty days prior to cancellation, change in coverage, or refusal to renew any such policies. Such language on the certificate of insurance will read as follows: "If any of the above-referenced policies are canceled before the expiration date thereof, the coverage changed, or non-renewed, the issuing company shall provide the additional insured with at least thirty days' prior written notice." The FW Club also agrees to deliver a copy of each insurance policy and all endorsements required in this Agreement to the City of Fort Worth within ten days of the date of receipt of any request by the City of Fort Worth during the term of Inwood's lease with the FW Club, within at least ten days of the renewal of such insurance coverage. Each public liability, commercial property, and other insurance policy required under the terms of this Agreement to be maintained by Inwood will state that it is (i) primary coverage as respects to any claims, losses, or liabilities arising out of the FW Club's use of the Encroachment Area, (ii) non-contributing, (iii) not supplemental to and not in excess of coverage that the City of Fort Worth may carry or that may be available to the City of Fort Worth and that any insurance coverage carried by the City of Fort Worth will be excess insurance. The FW Club will also be responsible for making certain that Inwood's Sign installation contractor obtains workers' compensation insurance covering all individuals hired or employed by or on its behalf in connection with any work done on or about the Encroachment Area or the FW Club's premises with respect to which claims for death or personal and/or bodily injury could be asserted against the the City of Fort Worth or the Encroachment Area and providing the City of Fort Worth with proof of such coverage and an original signed endorsement provided from the insurance carrier in conjunction with a certificate of insurance, in a form reasonably acceptable to the City of Fort Worth, waiving subrogation claims against the City of Fort Worth. Any commercial general liability insurance coverage required of the FW Club under this Agreement may be furnished by the FW Club under a blanket policy carried by the FW Club, but only if(i) the endorsement identifies the Encroachment Area with Page 6 of 11 specificity stating the particular address of the Encroachment Area, and (ii) expressly waives any pro rata distribution requirement contained in Inwood's blanket policy covering the Encroachment Area. 9. The FW Club agrees to deposit with the City of Fort Worth (to the extent that such amount is not being paid by Inwood) when this Agreement is executed a sufficient amount of money to be used to pay necessary fees to record this Agreement in its entirety in the real property records of Tarrant County, Texas. After being recorded, the original will be returned to the FW Club and a copy of the recorded document shall be mailed to the City of Fort Worth. 10. The FW Club agrees to require Inwood to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the construction, operation and maintenance of said Signs installed, and uses. 11. The FW Club, to the extent not paid by Inwood, agrees to pay promptly when due all fees, taxes, or rentals provided for by this Agreement or by any federal, state or local statute, law, or regulation. 12. The FW Club covenants and agrees that it shall operate hereunder as an independent contractor as to all rights and privileges granted hereunder and not as an officer, agent, servant or employee of the City of Fort Worth, and the FW Club shall have exclusive control of and the exclusive right to control the details of its operations, Inwood's Installation of the Signs and all persons performing same, and will be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The doctrine of respondeat superior will not apply as between the City of Fort Worth and the FW Club, its officers, agents, servants, employees, contractors, and subcontractors, and nothing herein will be construed as creating a partnership or joint enterprise between the City of Fort Worth and the FW Club. 13. The FW Club agrees and acknowledges that this Agreement is being entered into solely for the purpose of permitting Inwood to install, maintain, and locate one or more Signs over the Encroachment Area and is not a conveyance of any right, title, or interest in or to the Easement area nor is it meant to convey any right to use or occupy property in which a third party may have an interest. The FW Club agrees that it will obtain all necessary permission from the City of Fort Worth before installing or allowing Inwood to install any Signs. Page 7 of 11 14. In any action brought by the City of Fort Worth for the enforcement of the FW Club's obligations, the City of Fort Worth, as the case may be, will be entitled to recover interest and reasonable attorney's fees. 15. The parties agree that the duties and obligation contained in this Agreement that contemplate performance after the termination of this Agreement for any reason will survive the termination of this Agreement for all purposes. 16. The FW Club covenants and agrees that it will not assign all or any of its rights, privileges, or duties under this Agreement without the prior written approval of the City of Fort Worth, and any attempted assignment without such written approval will be void. 17. The parties agree that any cause of action for breach of this Agreement must be brought in Tarrant County, Texas. This Agreement will be governed by the laws of the State of Texas. 18. This Agreement will be binding upon the parties, their successors and permitted assigns. 19. The City of Fort Worth acknowledges and agrees that is it also signing an Easement Encroachment License Agreement of even date herewith with Inwood and that Inwood will be primarily responsible for the Installation, maintenance, repair, and removal of the Signs. Accordingly, the City of Fort Worth agrees to look primarily to Inwood for any indemnification and defense pertaining to any and all claims arising out of the Signs and to first exhaust its remedies against Inwood prior to relying on the FW Club's agreement herein to indemnify, defend, and hold the City of Fort Worth harmless; it being agreed that this Agreement is secondary to the Easement Encroachment License Agreement between the City of Fort Worth and Inwood. [remainder of page intentionally left blank] Page 8 of 11 EXECUTED to be effective as of the 15� day of �C.eQ r-, 2014 ("Effective Date"). Fort Worth Club of Fort Worth, Texas By: S Walter Littlejohn General Manager Mailing Address: 306 West 7th Street, Fort Worth, Texas 76102 Agreed to and accepted this -?0 day of De& m6e, , 2014. City of Fort Worth By: ��, Fernando Costa Asst. City Manager ATTEST: Approved As To Form and Legality 0 City Secretary Assistant City Attorney Mailing Address: h:g ooQtoea©gyp ��, City of Fort Worth e;a � A. 1000 Throckmorton S o ' Fort Worth TX 76102 Attn.: Legal Dept (Easements) °Ed � c��o+aene°°e ? � A OFFICIAL RECORD CITY SECRETARY FT.WORTHS TX Page 9 of 11 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Walter Littlejohn, General Manager of the Fort Worth Club of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of the Fort Worth Club of Fort Worth, Texas, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 16th day of December 2014. ar Public in and for the Sta e of Texas J.WALKER HOLLAND Notary Public STATE OF TEXAS �,4'�,+�F STATE OF MUM ''1>E of��' My Comm.Fap.Oowbr�0.2a17 COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Fernando Costa, Assistant City Manager of the City of Fort Worth, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth, and in the capacity therein stated. `l GIVEN UNDER MY HAND AND SEAL OF OFFICE this 'U day of 2014. r otary Public in and for the State of Texas �".1:1Y PL�/�, EVONIP,DANIELS Notary Public, State of Texas .s,c fbiy Commission Expires A!#v 10; 2017 Page 10 of 11 EXHIBIT A St�3[uRE1kuNT e= } 7. W41t l tJ p -iN'! R � NT3 etitt�iirtGntaiG36iHi tfi�tuYls`q NOIETO Its MAMI5:031 CHQGES MADE FU MOO IF,ME WAT 61 FRI Q HVIED P IROW YANAIR UMR TO 0NLAllt IA0 IE:11 zVoi t� u 4ae s ems «$�lFU Krll{d.iii�A hl� su rsl�c. ve 4-esti (T t«ztpisru.�+rA 71Fhr g tN` vtb6tl iwr Fr+eLN1 Smrlite.Sl�n,ra n 11-11 Page 11 of 11 M:\03\030061.266\2014\xEasement-Encroachment-License-Agr-FWC-City-of-FW(8-12-14)HJP-rv.doc EXHIBIT EASEMENT ENCROACHMENT INDEMNIFICATION AGREEMENT THIS EASEMENT ENCROACHMENT INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into by and between FORT WORTH CLUB OF FORT WORTH, TEXAS, of Tarrant County, Texas (the "FW Club"), and INWOOD NATIONAL BANK ("Inwood"). Sometimes the FW Club and Inwood may be referred to in this Agreement individually as a "party" and collectively as the "parties." The parties agree as follows: A. The FW Club is the owner of certain real property located at 306 W. 7th Street, Fort Worth, Texas, described as LOT A, BLOCK 106 ORIGINAL TOWN OF FORT WORTH, in Tarrant County, Texas, as it appears upon the plat recorded in Volume 388-105, Page 53 of the Plat Records of Tarrant County, Texas (the "Property"). B. The City of Fort Worth has a sidewalk easement (the "Easement") over a portion of the Property. C. Inwood desires to install and maintain one or more signs (individually or collectively, the "Signs"), as shown in proposed drawings attached hereto as Exhibit A and made a part hereof for all purposes, which Signs will protrude over a portion of the Easement (the "Encroachment"). D. To accommodate the needs of Inwood, the FW Club will allow the installation of such Signs ("Installation") under the terms and conditions as set forth in this Agreement. NOW, THEREFORE, the FW Club and Inwood agree as follows: AGREEMENT 1. In consideration of the covenants and agreements hereinafter contained, to be kept and performed by Inwood, the FW Club hereby grants permission to Inwood to install one or more Signs that will protrude over the Easement as described herein. From and after the date of the execution of this Agreement, Inwood agrees to be responsible for installing and maintaining any and all Signs and sign structures it installs within and above the Easement. 2. All construction, maintenance, and operation in connection with such Installation shall comply and be performed in strict compliance with the Charter, Ordinance and Codes of the City of Fort Worth and in accordance with the directions of the Director of the Transportation and Public Works Department or the Director of the Water Department of the City of Fort Worth, or his duly authorized representative. Prior to the Installation of any Signs over the Easement, Inwood shall submit all plans and specifications to the FW Club for prior written approval. Inwood may not commence Installation of any Signs over the Easement until such approval has been obtained in writing from the FW Club. However, such approval will not relieve Inwood of the responsibility and liability for concept, design, Installation and maintenance of such Signs. Moreover, Inwood shall not commence construction of any Signs over the Encroachment area except on a weekend and not until it has made certain that its sign company contractor has first barricaded the sidewalk from both directions under the area of the Installation in order to protect and safeguard the public. 3. In order to defray all costs of inspection and supervision that the FW Club has incurred or will incur as a result of the Installation, maintenance, inspection or maintenance of the Signs provided for by this Agreement, Inwood agrees to reimburse the FW Club its reasonable expenses incurred in connection with the negotiation and drafting of this Agreement and all related sign installation agreements with the City of Fort Worth. 4. The term of this Agreement will be for the term of the underlying office lease agreement between the parties for space in the Fort Worth Club Tower dated December 1, 2012 referred to as Suite 102. 5. TO THE GREATEST EXTENT PERMITTED BY LAW, INWOOD COVENANTS AND AGREES TO DEFEND THROUGH LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE FW CLUB (PROVIDED SUCH COUNSEL DOES NOT VOID ANY APPLICABLE INSURANCE COVERAGE), INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND (THROUGH LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE FW CLUB BUT PROVIDED THAT SUCH COUNSEL DOES NOT VOID ANY APPLICABLE INSURANCE COVERAGE) THE FW CLUB, AND EACH OF ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH, THE INSTALLATION, REMOVAL, AND MAINTENANCE OF THE SIGNS, AND THE USE, EXISTENCE, OR LOCATION OF SAID ENCROACHMENTS AND USES GRANTED HEREUNDER, REGARDLESS OF WHETHER CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OF THE FW CLUB; AND INWOOD HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. INWOOD SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL DEFEND AND INDEMNIFY THE FW Page 2 of 7 CLUB FOR ANY AND ALL INJURY OR DAMAGE TO THE FW CLUB ARISING OUT OF OR IN CONNECTION WITH THE SIGN INSTALLATION, REMOVAL, AND MAINTENANCE AND USE OF THE ENCROACHMENT AREA AND ANY AND ALL ACTS OR OMISSIONS OF INWOOD, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. 6. While this Agreement is in effect, Inwood agrees to furnish to the FW Club with an ACORD 27 Certificate of Insurance, naming the FW Club as certificate holder, as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the proposed use and occupancy of public property as located and described in Exhibit A. The amounts of such insurance may not be less than the following: $1,000,000 Commercial General Liability with the understanding of and agreement by Inwood that such insurance amounts will be revised upward at the FW Club's option/request and that Inwood shall so revise such amounts immediately following receipt of written notice to Inwood of such requirement. Such insurance policy shall provide that it cannot be canceled or amended without at least ten (10) days prior written notice to the FW Club. Inwood agrees to submit a similar Certificate of Insurance annually to the FW Club on the anniversary date of the execution of this Agreement. Inwood agrees, binds, and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of all Signs in the Encroachment area. All insurance coverage required herein shall include coverage of all Inwood's contractors and subcontractors. In connection with the Installation of the Signs contemplated herein and the maintenance, service, replacement, and removal of such Signs, Inwood agrees to provide the FW Club, prior to the commencement of any Installation of such Signs or any work on such Signs, with the original signed endorsements directly from the underwriters endorsements in a form acceptable to the FW Club showing that Inwood and its sign company have an adequate amount of liability insurance coverage on which the FW Club has been listed as an additional insured (with such endorsements being on ISO forms reasonably acceptable to the FW Club), and workers' compensation coverage on all such contractor's employees. The workers' compensation coverage must be for a minimum amount of $500,000 and must include a waiver of subrogation endorsement that is reasonably acceptable to the FW Club that is signed by the underwriter in favor of the FW Club. No additional insured endorsements to be provided for herein may contain an exclusion for the sole negligence of the additional insured. In addition to the indemnification provisions set out above, Inwood separately and independently agrees to procure and maintain in force during the term of its lease with the FW Club for the office space in the Fort Worth Club Tower, at its expense, occurrence-based commercial general liability (unamended) and property damage insurance policies with companies approved by and acceptable to the FW Club, that are (i) authorized to sell insurance in the State of Texas, (ii) adequate to protect against Page 3 of 7 liability for damage claims through public use of the Property, arising out of accidents occurring in or around the Property, or arising out of the maintenance, use, or occupancy thereof, and (iii) the companies are members of the property and casualty insurance guaranty association created under Article 21.28-C, Insurance Code Article 1.14-2, Texas Insurance Code, in a minimum amount of $2 million combined single limit per occurrence which insurance will include contractual liability coverage recognizing this Agreement and will not have a deductible in excess of$100,000. Such coverage must be at least as broad as the most commonly available ISO Commercial General Liability (CGL) policy form CG 00 01 and must include coverage for bodily injury, broad form property damage, property/operations, owner's protective coverage, blanket contractual liability, products liability, and completed operations liability. Inwood also agrees to obtain a written obligation from the insurers to notify the FW Club in writing at least thirty days prior to cancellation, change in coverage, or refusal to renew any such policies. Such language on the certificate of insurance will read as follows: "If any of the above-referenced policies are canceled before the expiration date thereof, the coverage changed, or non-renewed, the issuing company shall provide the additional insured with at least thirty days' prior written notice." Inwood also agrees to deliver a copy of each insurance policy and all endorsements required in this Agreement to the FW Club within ten days of the date of this Agreement and annually thereafter during the Term of Inwood's lease with the FW Club, within at least ten days of the renewal of such insurance coverage. Each public liability, commercial property, and other insurance policy required under the terms of this Agreement to be maintained by Inwood will state that it is (i) primary coverage as respects to any claims, losses, or liabilities arising out of Inwood's use of the Property (as that term is defined in the underlying lease agreement, (ii) non-contributing, (iii) not supplemental to and not in excess of coverage that the FW Club may carry or that may be available to the FW Club and that any insurance coverage carried by the FW Club will be excess insurance. Inwood will also be responsible for making certain that its Sign installation contractor obtains workers' compensation insurance covering all individuals hired or employed by or on its behalf in connection with any work done on or about the FW Club's premises with respect to which claims for death or personal and/or bodily injury could be asserted against the FW Club or the Property and providing the FW Club with proof of such coverage and an original signed endorsement directly from the underwriter in a form reasonably acceptable to the FW Club waiving subrogation claims against the FW Club. Any commercial general liability insurance coverage required of Inwood under this Agreement may be furnished by Inwood under a blanket policy carried by Inwood, but only if (i) such blanket policy contains an Aggregate Limit per Location endorsement that guarantees a minimum limit available per occurrence for the coverage provided to the FW Club equal to the insurance amounts required to be provided to or for the FW Club in this Agreement for the Property, (ii) the endorsement identifies the Property with specificity stating the particular address of the Property, Page 4 of 7 and (iii) expressly waives any pro rata distribution requirement contained in Inwood's blanket policy covering the Property. 7. Inwood agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the Installation, construction, operation and maintenance of said Signs. 8. Inwood agrees to pay promptly when due all fees, taxes, or rentals provided for by this Agreement or by any federal, state or local statute, law or regulation. 9. Inwood covenants and agrees that it shall operate hereunder as an independent contractor as to all rights and privileges granted hereunder and not as an officer, agent, servant or employee of the City of Fort Worth or the FW Club, and Inwood shall have exclusive control of and the exclusive right to control the details of its operations, the Installation of the Signs and all persons performing same, and will be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The doctrine of respondeat superior will not apply as between the City of Fort Worth or the FW Club and Inwood, its officers, agents, servants, employees, contractors, and subcontractors, and nothing herein will be construed as creating a partnership or joint enterprise between the City of Fort Worth and Inwood or between the FW Club and Inwood. 10. Inwood agrees and acknowledges that this Agreement is being entered into solely for the purpose of permitting Inwood to install, repair, maintain, remove, and locate one or more Signs over the Encroachment area and is not a conveyance of any right, title, or interest in or to the Easement area nor is it meant to convey any right to use or occupy property in which a third party may have an interest. Inwood agrees that it will obtain all necessary permission from both the City of Fort Worth and the FW Club before installing any Signs. 11. In any action brought by the FW Club for the enforcement of Inwood's obligations, the FW Club will be entitled to recover interest and reasonable attorney's fees. Page 5 of 7 12. The parties agree that the duties and obligation contained in this Agreement that contemplate performance after the termination of this Agreement for any reason will survive the termination of this Agreement for all purposes. 13. Inwood covenants and agrees that it will not assign all or any of its rights, privileges, or duties under this Agreement without the prior written approval of both the FW Club and the City of Fort Worth, and any attempted assignment without such written approval will be void. 14. The parties agree that any cause of action for breach of this Agreement must be brought in Tarrant County, Texas. This Agreement will be governed by the laws of the State of Texas. 15. This Agreement will be binding upon the parties, their successors and permitted assigns. EXECUTED this 16th day of December , 2014. Fort Worth Club of Fort Worth, Texas By: � Walter Littlejohn, General Manager Inwood National Bank B . ame: ----r Title: VF P -d-C.0 I Page 6 of 7 EXHIBIT A Si'S1nREFR4NT En. 1 wf k s- �11i e1tQ.nl�t ii�Y11'�7/t`fNNtlffitf�_�IdTUASj _-__.._... NO EMfOutimis.M(NANOE SMOENCURNER$E(S MIT BtFRIRP(O9EORtFRWEQ4 xkmt1NfRTONdRMNENO no1•a.41 ft�Ert(Fr /Igl1 Sj, �. 7ETOi• -- 5t1. /7 �^ lltal(t SanMbel,U tnd�SuNo 8R arlitOl Is`]ItRtl1 N n u rut / nln iY Page 7 of 7 M:\03\030061.266\2014 FORTWOR-04 CBINGHAM ACC7I;L7►N DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 11/20/2014 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 License#4682 NAME cr Fort Worth,TX-Hub International Insurance Services PHONE {81T 820 8100 FAX (817)870-0310 421 West Third Street,Suite 800 AIC No Exr: } Atc No: Fort Worth,TX 76102 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC d INSURER A:American Zurich Insurance Company 40142 INSURED INSURER B: The Fort Worth Club INSURER C: 306 W.7th St. INSURER D, Fort Worth,TX 76102 WSURERE: INSURER F: 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. IL R TYPE OFINSURANCE ADDL BR POLICY EFF POLICYEXP LIMITS IN D WVD POLICYNUMBER MMIDD/YYYY MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ _ 1,000,000 CLAIMS-MADE N OCCUR CP09696313 11/20/2014 11120/2015 PREMISES Eaoccunence) s 1,000,000 MED EXP(Anyone person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 3,000,000 X POLICY D PRO ❑LOC PRODUCTS-COMPIOPAGG $ 3,000,000 JECT OTHER: LIQUOR LIABILIT $ 1,000,000 AUTOMOBILE LIABILITY d D L $ 1,000,000 (Ea acel _ent)._ A ANYAUTO CP09696313 11/20/2014 11/20/2015 BODILY INJURY(Perperson) $ ALLOWNEO SCHEDULED BODILYINJURY(Per acddent) $ AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident S X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 20,000,000 A EXCESS LIAB CLAIMS KADE UMB9696314 11/20/2014 11/20/2015 AGGREGATE $ 20,000,000 CEO RETENTION$ $ WORKERS COMPENSATION STATUTE ER AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT M $ OFFICEREMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ _ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached It more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE NOTICE THE EXPIRATION DATE THEREOF, WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. 311 W.10th St. Fort Worth,TX 76102 AUTHORIZED REPRESENTATIVE ©19882014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD