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Contract 46782
CITY SECRETAR4 CONTRACT NO. RIGHT OF WAY ENCROACHMENT AGREEMENT (COMMERCIAL) THIS AGREEMENT is made and entered into by and between the City of Fort Worth, a municipal corporation of Tarrant County, Texas, acting herein by and through its duly authorized Planning and Development Department Director, hereinafter referred to as the "City", and 1915 South Main, LLC , acting herein by and through its duly authorized J. Mark Harris, Manager hereinafter referred to as "Licensee", Owner of the property located at 219 S Main St Fort Worth, TX 76104 ("Property"). AGREEMENT 1. For and in consideration of the payment by Licensee of the fee set out below and the true and faithful performance of the mutual covenants herein contained, City hereby grants to Licensee permission to construct/ install and/or allow to remain, Improvement(s) ("Improvement") that encroaches upon, uses and/or occupies portions of the space under, on and/or above the streets, alleys, sidewalks and other public rights-of- way, such Improvement(s) are described as follows: Remove existing City sidewalk and replace with ADA ramp and handrails per previous approved "Encroachment Agreement Initiation Form" submittal package. Ramp will begin at west end and steps will be constructed at east end of said area. The location and description of said Improvement and the encroachment is more particularly described in Exhibit "A", attached hereto, incorporated herein and made a part hereof for all purposes. �o M 2. C-) m < All construction, maintenance and operation in connection with such m c Improvement, use and occupancy shall be performed in strict compliance with this Agreement and the Charter, Ordinances and Codes of the City and in accordance with the OFFICIAL RECORD CA 2014 ROW Encroachment Agreement-Commercial CITY SECRETARY Page 1 of 10 FT.WORTH,TX directions of the Director of Transportation and Public Works of City, or his duly authorized representative. All plans and specifications thereof shall be subject to the prior written approval of the Director of Transportation and Public Works, or his duly authorized representative, but such approval shall not relieve Licensee of responsibility and liability for concept, design and computation in preparation of such plans and specifications. 3. Upon completion of construction and installation of said Improvement and thereafter, there shall be no encroachments in, under, on or above the surface area of the streets, alleys, sidewalks and other public rights-of-way involved, except as described herein and shown on the hereinabove referred to Exhibit "A". 4. Licensee, at no expense to the City, shall make proper provisions for the relocation and installation of any existing or future utilities affected by such encroachment use and occupancy, including the securing of approval and consent from the utility companies and the appropriate agencies of the State and its political subdivisions. In the event that any installation, reinstallation, relocation or repair of any existing or future utility or improvements owned by, constructed by or on behalf of the public or at public expense is made more costly by virtue of the construction, maintenance or existence of such encroachment and use, Licensee shall pay to City an additional amount equal to such additional cost as determined by the Director of Transportation and Public Works of the City, or his duly authorized representative. 5. City may enter and utilize the referenced areas at any time for the purpose of installing or maintaining improvements necessary for the health, safety and welfare of the public or for any other public purpose. In this regard, Licensee understands and agrees that City shall bear no responsibility or liability for damage or disruption of 2014 ROW Encroachment Agreement-Commercial Page 2 of 10 improvements installed by Licensee or its successors, but City will make reasonable efforts to minimize such damage. 6. In order to defray all costs of inspection and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement, Licensee agrees to pay to City at the time this Agreement is requested an application fee in the sum of Three Hundred and Twenty-Five Dollars ($325.00). Upon execution of this Agreement and annually thereafter, Licensee agrees to pay a fee in the amount of $.56 per square/linear foot of the encroachment area. 7. The term of this Agreement shall be for thirty (30) years, commencing on the date this Agreement is executed by the City of Fort Worth. Provided however, this Agreement shall terminate upon the non-compliance of any of the terms of this Agreement by the Licensee. City shall notify Licensee of the non-compliance and if not cured within thirty days this Agreement shall be deemed terminated. 8. Upon termination of this Agreement, Licensee shall, at the option of City and at no expense to City, restore the public right-of-way and remove the Improvement encroaching into the public right-of-way, to a condition acceptable to the Director of Transportation and Public Works, or his duly authorized representative, and in accordance with then existing City specifications. It is understood and agreed to by Licensee that if this Agreement terminates and Licensee fails to remove the Improvement, Owner hereby gives City permission to remove the Improvement and any supporting structures and assess a lien on the Property for the costs expended by the City to remove such Improvement. 9. 2014 ROW Encroachment Agreement-Commercial Page 3 of 10 It is further understood and agreed upon between the parties hereto that the public rights-of-way, alleys, sidewalks ("public right-of-way") to be used and encroached upon as described herein, are held by City as trustee for the public; that City exercises such powers over the public right-of way as have been delegated to it by the Constitution of the State of Texas or by the Legislature; and that City cannot contract away its duty and its legislative power to control the public right-of-way for the use and benefit of the public. It is accordingly agreed that if the governing body of City may at any time during the term hereof determine in its sole discretion to use or cause or permit the right of way to be used for any other public purpose, including but not being limited to underground, surface of overhead communication, drainage, sanitary sewerage, transmission of natural or electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall automatically terminate. 10. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee to construct, maintain and locate the Improvements over or within the described public right of way and is not a conveyance of any right, title or interest in or to the public right of way nor is it meant to convey any right to use or occupy property in which a third party may have an interest. Licensee agrees that it will obtain all necessary permission before occupying such property. 11. Licensee agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the construction, operation and maintenance of said Improvement, encroachment and uses. 12. Licensee agrees to pay promptly when due all fees, taxes or rentals provided for by this Agreement or by any federal, state or local statute, law or regulation. 13. 2014 ROW Encroachment Agreement-Commercial Page 4 of 10 Licensee covenants and agrees that it shall operate hereunder as an independent contractor as to all rights and privileges granted hereunder and not as an officer, agent, servant or employee of City and Licensee shall have exclusive control of and the exclusive right to control the details of its operations, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The doctrine of respondeat superior shall not apply as between City and Licensee, its officers, agents, servants, employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Licensee. 14. LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND 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 HIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID IMPROVEMENT AND ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES OF THE CITY; AND LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. LICENSEE SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, 2014 ROW Encroachment Agreement-Commercial Page 5 of 10 CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, OR TRESPASSERS. 15. While this Agreement is in effect, Licensee agrees to furnish City with a Certificate of Insurance, naming City as certificate holder, as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the proposed use and occupancy of public property as located and described in 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 Licensee that such insurance amounts shall be revised upward at City's option and that Licensee shall so revise such amounts immediately following notice to Licensee 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 Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as attached as Exhibit "B". Licensee agrees to submit a similar Certificate of Insurance annually to City on the anniversary date of the execution of this Agreement. Licensee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of all encroachments and the cleaning and restoration of the city streets. All insurance coverage required herein shall include coverage of all Licensees' contractors. 16. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay necessary fees to record this Consent Agreement in its entirety in the deed records of Tarrant County, Texas. After being 2014 ROW Encroachment Agreement-Commercial Page 6 of 10 recorded, the original shall be returned to the City Secretary of the City of Fort Worth, Texas. 17. In any action brought by the City for the enforcement of the obligations of Licensee, City shall be entitled to recover interest and reasonable attorney's fees. 18. Licensee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this contract without the prior written approval of the Director of Planning and Development. Any attempted assignment without prior written approval will be void. 19. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATION CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 20. This Agreement shall be binding upon the parties hereto, their successors and assigns. EXECUTED this day of , 20 2014 ROW Encroachment Agreement-Commercial Page 7 of 10 City Licensee City of Fort Worth 1915 South Main, LLC By: By ` Randle Harwood, rector Name:J. Mark Harris Planning and Development Title:Manager NO M&C REQUIRED ATTEST: Approved As To Form and Legality i� FORT City Se4 �� °°°� ''` O Assistant City Attorney 0 $ g2 Vp 8Q O 000��{ 00000000 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 2014 ROW Encroachment Agreement-Commercial Page 8 of 10 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 J. Mark Harris, Manager, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of 1915 South Main,LLC, and in the capacity therein stated. 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M i..001SHiWNIU ` e 9ey t xha r - " y is yow S �'•�n if}""li Si v Is ss o.m.,e•m,. ct61, i do = fago F. -NA 9 � i •`.'ass � ;�ECi fi t FiFf a •tp e F� [i •Y�m to s fp ��` 1t'c� i Dt � B�e�Pi [� ' CARILLON PROPERTIES INC. CN CL CC# D2044373572 D. R. T. C. T. u CURRENT OWNER --c 201 S. MAIN PARTNERS, LTD. CC# D207205354 D . R. T. C. T. I Ah BUILDING ON UNE CIT, P.21 POINT 100.001 EAST Ycwer i gas Rate � ,est ve _DING ON LINE W 6UL sign ILA ! � O 215 S. Main St. � ± CQ r Ln 1 —story brick Ln RQC 23 Tract 1 � , -4 water power 'fit meter EAST 1 00. 00 sewer,dei 3 POINT `Cdtphcx►e o teC"rkcf- t • water, mete* - - meter Sewer I . r i a 2 219 S. Main St- x is I 3—story trick \ ` + 0 Im13 Trar-t POINT Z F{ meter mEAST 1 V. 00 met � _ l % BUILDING 0.1' NORT' OF LINE f - �A�'1 �STi�tpt , C 1,K. NAILS BEARS oz E. B r a d w a �/ V e ; 38'59'43" W 3.55' - 1 3 " c S 04'1 2'53" w 4..45' aspho(t r r rn� _ ti i n t 4 w i. EAST AS T 2- ast � rnonaQoie X SEa i poor ►i .h' , canc 1 Pc pole O / sign 4 Sewer gnttary / go Pa POINT MCnhojC BEARS 4" St nc X4'19'37" E - p° t podpope concrete t = O 5.29' a 301 S. Main St. O o asphcit 11 Z lL7 U-) Tract 3 brick \ \ \ \ retch r,. ,BUILDING ON LINE wall DATE(MM/DD/YYYY) ACC?R ® CERTIFICATE OF LIABILITY INSURANCE 5/21/2015 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 endorsements. PRODUCER CONTACT NAME: Legacy Texas Insurance Services PHONE FAX fAIC - -7300 ('C' AIC No):972-461-7340 707 E.Arapaho Rd. E-MAIL Suite 200 ADDRESS: Richardson TX 75081 INSURERS AFFORDING COVERAGE NAIC# INSURER A�ZUIOch Insurance Company INSURED HFMAN-1 INSURER B: HF Management Companies, Ltd INSURER C: 'See Below Additional Named Insured' INSURER D: 2929 W 5th Street Ste A Fort Worth TX 76107 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2128198911 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." INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR I S D POLICYNUMBER MM/DD/YYYY MM/DDM'W A GENERAL LIABILITY CP05570963-02 /19/2014 /19/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE (RENTED PREMISESS Ea occurrence) $300,000 CLAIMS-MADE li-I OCCUR MED EXP(Any one person) $10,000 PERSONAL BADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000.000 JECTPOLICY X. PRO- LOC $ A AUTOMOBILE LIABILITY CP05570963-02 /19/2014 /19/2015 Ea accident $1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIREDAUTOS X AUTOS Peraccident $ E A UMBRELLA LIABX OCCUR AUC0175402 /19/2014 /19/2015 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X I RETENTION$/A $ WORKERS COMPENSATION WC STATU- I OTH- AND EMPLOYERS'UABILITY YIN JORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) 'Additional Named Insured: Ridgmar Retail Group, LLC; Foch St.South, LP,; Foch Street, LP; Cullen Rupert, LLC; 2816 Shamrock, LLC; 1915 South Main, LLC; 8 Feet Development, Inc. The General Liability Policy includes blanket automatic additional insured endorsement that provides additional insured status to the certificate holder when there is a written contract,written agreement or permit between the named insured and the certificate holder. The above applies to The City of Fort Worth. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DES BEFORE THE EXPIRATION DATE THEREOF,�NOTIyCEp eWILL BE DELI ERED IN Witty of Fort Worth ACCORDANCE WITH THE POLICY IV�"Til3r AL RECORD 1000 Throckmorton Fort Worth TX 76102 AUT.UORIZED REPRESENTATIVE G p?. FT.WORTh, Tc ©1988-2010 ACO reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD EXHIBIT B 2. The last paragraph of Section II —Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision. C. Insured Status—Employees Paragraph 2.a.(1)of Section II—Who Is An Insured is replaced by the following: 2. Each of the following is also an insured: a. Your"volunteer workers"only while performing 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. However, none of these"employees"or 'Volunteer workers"are insureds 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, (c) For which there is any obligation to 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. However.- Paragraphs owever:Paragraphs (1)(a)and(1)(d)do not apply to your"employees"or"volunteer workers", who are not employed by you or volunteering for you as health care professionals, for"bodily injury"arising out of "Good Samaritan Acts"while the "employee"or"volunteer worker"is performing duties related to the conduct of your business. "Good Samaritan Acts"mean any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received. Paragraphs (1)(a), (b) and (c) do not apply to any "employee" designated as a supervisor or higher in rank, with respect to"bodily injury"to co-"employees". As used in this provision, "employees" designated as a supervisor or higher in rank means only"employees"who are authorized by you to exercise direct or indirect supervision or control over "employees"or 'volunteer workers" and the manner in which work is performed. D. Additional Insureds—Lessees of Premises 1. Section II—Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. This provision does not apply after the person or organization ceases to lease or rent premises from you. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III—Limits Of Insurance: U-GL-1345-B TX(04/13) Page 2 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph D.I. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph D. shall not increase the applicable Limits of Insurance shown in the Declarations, E. Additional Insured—Vendors 1. The following change applies if this Coverage Part provides insurance to you for"bodily injury"and"property damage" included in the "products-completed operations hazard": Section II—Who Is An Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph E. as vendor)who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendors business: However, the insurance afforded to such vendor: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor. 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: (1) "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; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) 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 original container; (5) 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 the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product, (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "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: (a) The exceptions contained in Subparagraphs(4)or(6); or (b) 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. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of"your products"for which coverage is excluded under this Coverage Pa rt. U-GL-1345-B TX(04/13) Page 3 of 12 Includes copyrighted material of Insurance Serrices Office,Inc.,with its permission. 3. With respect to the insurance afforded to the vendor under this endorsement, the following is added to Section III —Limits Of Insurance: The most we will pay on behalf of the vendor is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph E.1. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph E.shall not increase the applicable Limits of Insurance shown in the Declarations. F. Additional Insured—Managers, Lessors or Governmental Entity 1. Section II—Who Is An Insured is amended to include as an insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omission of those acting on your behalf; and resulting directly from.- a. rom:a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the"bodily injury", "property damage"or offense that caused"personal and advertising injury"; b. To any person or organization included as an insured under Paragraph 3. of Section II—Who Is An Insured; c. To any lessor of equipment if the 'occurrence"or offense takes place after the equipment lease expires, d. To any: (1) Owners or other interests from whom land has been leased by you; or (2) Managers or lessors of premises, if: (a) The"occurrence"or offense takes place after the expiration of the lease or you cease to be a tenant in that premises; (b) The"bodily injury", "property damage"or"personal and advertising injury"arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (c) The premises are excluded under this Coverage Part. 3. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section 111—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph F.1. above (of this endorsement); or U-GL-1345-B TX(04/13) Page 4 of 12 Includes copyrighted material of Insurance Services Cffice,Inc.,with its permission. b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations. G. Damage to Premises Rented or Occupied by You 1. The last paragraph under Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c.through n. do not apply to damage by"specific perils"to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Section III—Limits Of Insurance. 2. Paragraph 6.of Section III—Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by one or more "specific perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner. H. Broadened Contractual Liability The"insured contract"definition under the Definitions Section is replaced by the following: "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"specific perils"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; c. Any easement or license agreement; d. 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', "property damage", or "personal and advertising injury" arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. 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, if that is the primary cause of the injury or damage; or (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 Paragraph (1)above and supervisory, inspection, architectural or engineering activities. I. Definition —Specific Perils The following definition is added to the Definitions Section: "Specific perils" means: a. Fire; b. Lightning, c. Explosion; U-GL-1345-B TX(04/13) Page 5 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. d. Windstorm or hail; e. Smoke; f. Aircraft or vehicles; g. Vandalism; h. Weight of snow, ice or sleet; i. Leakage from fire extinguishing equipment, including sprinklers; or j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam. J. Limited Contractual Liability Coverage—Personal and Advertising Injury 1. Exclusion e.of Section I—Coverage B —Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury"for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for"personal and advertising injury" if: (a) The "personal and advertising injury" arises out of the offenses of false arrest, detention or imprisonment; (b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; and (c) The "personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement. Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal and advertising injury" described in Paragraph (a) above, provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same written contract or written agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. Paragraph 2.d. of Section I—Supplementary Payments—Coverages A and B is replaced by the following: d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; 3. The following is added to the paragraph directly following Paragraph 2.f. of Section I — Supplementary Payments—Coverages A and B Notwithstanding the provisions of Paragraph 2.e.(2) of Section I—Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance. K. Supplementary Payments The following changes apply to Supplementary Payments—Coverages A and B: Paragraphs 1.b. and 1.d.are replaced by the following: U-GL-1345-B TX(04/13) Page 6 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. b. Up to$2,500 for the 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 bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$500 a day because of time off from work. L. Broadened Property Damage 1. Property Damage to Contents of Premises Rented Short-Term The paragraph directly following Paragraph (6) in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3)and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), including "property damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III—Limits Of Insurance. 2. Elevator Property Damage a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability.- Paragraphs iability:Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy. b. The following is added to Section III—Limits Of Insurance: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage"to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $25,000 per"occurrence". 3. Property Damage to Borrowed Equipment a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability: Paragraph(4)of this exclusion does not apply to"property damage"to equipment you borrow from others at a jobsite. b. The following is added to Section III—Limits Of Insurance: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage"to equipment you borrow from others is$25,000 per"occurrence". M. Expected or Intended Injury or Damage Exclusion a. of Section I—Coverage A—Bodily Injury And Property Damage Liability is replaced by the following. a. Expected Or Intended Injury Or Damage "Bodily injury"or"property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. N. Definitions—Bodily Injury The"property damage"definition under the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease. O. Insured Status—Amateur Athletic Participants Section II—Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for: a. "Bodily injury"to: (1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic activities; or U-GL-1345-B TX(04/13) Page 7 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company) while participating in such amateur athletic activities, or b. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by: (1) Your"employee", 'Volunteer worker'or any person you sponsor;or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). P. Non-Owned Aircraft, Auto and Watercraft Exclusion g. of Section I—Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: g. Aircraft,Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto"or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and"loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence"which caused the"bodily injury"or"property damage"involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto"or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract"for the ownership, maintenance or use of aircraft or watercraft; (5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or in part by an insured; or (6) "Bodily injury" or"property damage"arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of"mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged, or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". Q. Definitions—Leased Worker, Temporary Worker and Labor Leasing Firm 1. The "leased worker" and "temporary worker" definitions under the Definitions Section are replaced by the following: "Leased worker' means a person leased to you by a "labor leasing firm" under a written agreement between you and the "labor leasing firm", to perform duties related to the conduct of your business. "Leased worker" does not include a"temporary worker'. "Temporary worker" means a person who is furnished to you to support or supplement your work force during "employee" absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short- term workload conditions. 'Temporary worker"does not include a"leased worker". 2. The following definition is added to the Definitions Section: "Labor leasing firm"means any person or organization who hires out workers to others, including any: a. Employment agency, contractor or services; b. Professional employer organization; or U-GL-1345-B TX(04!13) Page 8 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. c. Temporary help service. R. Definition—Mobile Equipment Definition 12.in Section V—Definitions is replaced by the following: 12. "Mobile equipment"means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles,whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills;or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b.,c. or d.above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not"mobile equipment"but will be considered "autos". (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment"does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is license or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered"autos". S. Definitions—Your Product and Your Work The'your product"and"your work"definitions under the Definitions Section are replaced by the following: "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. U-GL-1345-B TX(04/13) Page 9 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of'your product", and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. "Your work".- a. ork":a. Means: (1) Work, services or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of"your work", and (2) The providing of or failure to provide warnings or instructions. T. Priority Condition The following paragraph is added to Section III—Limits Of Insurance. In the event a claim is made or"suit"is brought against more than one insured seeking damages because of"bodily injury"or"property damage"caused by the same "occurrence"or"personal and advertising injury"caused by the same offense, we will apply the Limits of Insurance in the following order.- (a) rder:(a) You; (b) Your"executive officers", partners, directors, stockholders, members, managers (if you are a limited liability company) or"employees"; and (c) Any other insured in any order that we choose. U. Duties in the Event of Occurrence,Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions: Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or "suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II—Who Is An Insured or an "employee"authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence"to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. V. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV — Commerciai General Liability Conditions are replaced by the following: 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that U-GL-1345-a TX(04/13) Page 10 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is property insurance, Builder's Risk, Installation Risk or similar coverage for"your work'; (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (iv) If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Exclusion g. of Section I —Coverage A — Bodily Injury And Property Damage Liability; or (v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to: Equipment you borrow from others; or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", claim or "suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. W. Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by 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. Coverage will continue to apply if you unintentionally.- a. nintentionally:a. Fail to disclose all hazards existing at the inception of this policy; or U-GL-1345-B TX.(04!13) Page 11 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. b. Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. X. Waiver of Right of Subrogation Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Section IV—Commercial General Liability Conditions is replaced by the following: 8. Transfer Of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are 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. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. Y. Liberalization Condition The following condition is added to Section IV—Commercial General Liability Conditions: Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy. All other terms and conditions of this policy remain unchanged. U-GL-1345-B TX(04/13) Page 12 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER:CPO 5570963-02 COMMERCIAL GENERAL LIABILITY CG 2018 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MORTGAGEE, ASSIGNEE OR RECEIVER This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Persons Or Organization(s) Designation Of Premises LEGACYTEXAS BANK 4650 CAMP BOWIE RD 3100 W 7TH ST FORT WORTH, TX 76104 STE 120 FORT WRTH, TX 76107 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to C. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III —Limits Of Insurance: with respect to their liability as mortgagee, If coverage provided to the additional insured is assignee, or receiver and arising out of the required by a contract or agreement, the most we ownership, maintenance, or use of the premises will pay on behalf of the additional insured is the by you and shown in the Schedule. amount of insurance: However: 1. Required by the contract or agreement; or 1. The insurance afforded to such additional 2. Available under the applicable Limits of insured only applies to the extent permitted by Insurance shown in the Declarations; law; and 2. If coverage provided to the additional insured whichever is less. is required by a contract or agreement, the This endorsement shall not increase the insurance afforded to such additional insured applicable Limits of Insurance shown in the will not be broader than that which you are Declarations. required by the contract or agreement to provide for such additional insured. B. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. CG 2018 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL PROPERTY CHANGE ENDORSEMENT NAMED INSURED: POLICY PERIOD: HF MANAGEMENT COMPANIES From: 07/19/2014 To: 07/19/2015 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS POLICY NUMBER: CPO 5570963-02 SUMMARY OF PREMISES (REVISED) PREMISES# 10 PREMISES ADDRESS 4650 CAMP BOWIE RD FORT WORTH, TX 76104 COVERAGE LIMIT OF INSURANCE REAL PROPERTY $450,000 DEDUCTIBLE AMOUNT SPECIAL CONDITIONS MORTGAGE HOLDER: LEGACYTEXAS BANK 3100 W 7T" ST, STE 120 FORT WORTH, TX 76107 LOSS PAYEE: (LOSS PAYABLE) Pagel PPP-0501(06 06)