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HomeMy WebLinkAboutContract 60634Date Received: 12/21/2023 Time Received: 4:09 p.m. Record Number: PN23-00170 City Secretary No.: 60634 PUBLIC PROPERTY RIGHT-OF-WAY ENCROACHMENT LICENSE AGREEMENT TIER II THIS AGREEMENT is made and entered into by and between THE CITY OF FORT WORTH, a home rule municipal corporation of Tarrant County, Texas ("City"), acting by and through its duly authorized City Manager, Assistant City Manager, or Director of the Development Services Department, and GTJ North Freeway Owner, LLC, a(n) California limited liability company ("Licensee"), acting by and through its duly authorized Manager. TT - ♦ T [ KEI-11 ALA WHEREAS, Licensee is the owner of the real property located at 5812 North Freeway, Fort Worth, Texas 76137 ("Property"), being more particular described as, Lot 3, Block 44, Stoneglen at Fossil Creek, by Instrument Number D223167684, in Tarrant County, Texas, and; WHEREAS, the City owns a right-of-way (the "Public Property") adjacent to the Property, recorded in in the plat records of Tarrant County as plat number FS-18- 203; and WHEREAS, Licensee desires to construct, place, and maintain certain improvements which will encroach in, on, above, or below the Public Property; and WHEREAS, to accommodate the needs of the Licensee, the City will allow the encroachment under the terms and conditions as set forth in this Agreement. NOW, THEREFORE, the City and Licensee agree as follows: AGREEMENT 1. The City, in consideration of the payment by Licensee of the fee set out below and covenants and agreements hereinafter contained to be kept and performed by Licensee, hereby grants permission to Licensee to encroach in, on, above, or below and occupy a portion of the City's Public Property as described in and at the location shown on Exhibit "A," but only to the extent shown thereon, for the purpose of constructing, installing, and maintaining a Stormwater pipe (the "Encroachment"). Upon completion of the Encroachment, Licensee agrees to be responsible for maintaining the Encroachment within the Public Property. Licensee shall not expand or otherwise cause Tier II ROW Encroachment Agreement OFFICIAL RECORD page 1 of 12 CITY SECRETARY Revised 12/2022 FT. WORTH, TX the Encroachment to further infringe in or on the Public Property beyond what is specifically described in Exhibit "A." 2. All construction, installation, maintenance, and operation of the Encroachment and the use or occupancy of the Public Property shall comply with and be performed in strict compliance with this Agreement and with the charter, ordinances, codes, and policies of the City. Prior to the construction or installation of the Encroachment, Licensee shall submit all plans and specifications to the Director of the Development Services Department or duly authorized representative. Licensee shall not commence construction or installation of the Encroachment nor make any use of the Public Property until after the execution of this Agreement. 3. 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 and the use and occupancy of the Public Property, including the securing the approval and consent of the appropriate utility companies and agencies of the State of Texas and its political subdivisions. In the event that any installation, reinstallation, relocation, or repair of any existing or future utility or improvements owned by or 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 the Encroachment and use of Public Property, Licensee shall pay to City an additional amount equal to such additional cost as determined by the Director of Transportation and Public Works, the Director of the Water Department, the Director of the Development Services Department, or their duly authorized representative. 4. Licensee agrees that City may enter and utilize the Public Property at any time for any public purpose, including installing, repairing, replacing, or maintaining improvements to its public facilities or utilities necessary for the health, safety, and welfare of the public. The City shall have no responsibility or liability for any damages related to the Encroachment resulting from the City's use of the Public Property; however, the City shall make reasonable efforts to minimize such damage. J Upon termination of this Agreement, Licensee shall, at the option of and at no expense to the City, remove the Encroachment and restore the Public Property to a condition acceptable to the Director of Transportation and Public Works, the Director of the Water Department, the Director of the Development Services Department or their Tier II ROW Encroachment Agreement Page 2 of 12 Revised 12/2022 duly authorized representative. Any such removal of the Encroachment shall be in accordance with then -existing City regulations and policies. It is understood and agreed to by Licensee that if this Agreement terminates and Licensee fails to remove the Encroachment and restore the Public Property, Licensee hereby gives City permission to remove the Encroachment and any supporting structures from the Public Property, to restore the Public Property, and to assess a lien on the Property for the costs expended by the City in taking such actions. 6. In order to defray all costs of inspection and supervision which the City has incurred or will incur as a result of the construction, maintenance, inspection or management of the Encroachment and use of Public Property as 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 Nine Hundred Dollars ($900.00). Additionally, Licensee agrees to pay a fee in the amount of $2.00 per square/linear foot of the encroachment area upon execution of this Agreement and annually thereafter. The term of this Agreement shall be for thirty (30) years, commencing on the date this Agreement is executed by City. However, the City may terminate this Agreement upon Licensee's noncompliance with any of the terms of this Agreement. City shall notify Licensee in writing of any such noncompliance and if Licensee does not cure the noncompliance within thirty (30) days of notice from City, the City may terminate this Agreement. However, the City may, at its sole option, allow the Agreement to remain in effect so long as Licensee has taken reasonable measures to cure the noncompliance or is continuing to diligently attempt to remedy the noncompliance. 8. It is further understood and agreed between the parties hereto that the Public Property to be used and encroached upon is held by City as trustee for the public; that City exercises such powers over the Public Property as have been delegated to it by the Constitution of the State of Texas or by the Texas Legislature; and that City cannot contract away its duty and its legislative power to control the Public Property 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 Public Property to be used for any other public purpose, including but not being limited to underground, surface, or overhead communication, drainage, sanitary sewerage, transmission of natural gas or electricity, or any other public purpose, whether presently contemplated or not, that the parties agree to negotiate in good faith in order to accommodate both the Encroachment and the public purpose. Tier II ROW Encroachment Agreement Page 3 of 12 Revised 12/2022 9. LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND 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, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE, OR LOCATION OF THE ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, ELECTED OFFICIALS, 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 THE ENCROACHMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. 10. While this Agreement is in effect, Licensee agrees to furnish City with a Certificate of Insurance naming City as certificate holder as proof that is 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 $1,000,000 with the understanding and agreement by Licensee that such insurance amounts may 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 not be canceled or amended without at least thirty (30) days prior written notice to the Building Official of the City. A copy of such Certificate of Insurance is attached as Exhibit "B" and incorporated herein for all purposes. Licensee agrees, binds, and obligates itself and 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 the Encroachment and restoration of the Public Property. All insurance coverage required herein shall include coverage of all Licensee's contractors and subcontractors. Tier II ROW Encroachment Agreement Page 4 of 12 Revised 12/2022 11. 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 Agreement in the real property records of the county in which the Encroachment is located. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth. 12. Licensee agrees to comply fully with all applicable federal, state, and local laws, statutes, ordinances, codes, and regulations in connection with the construction, operation, and maintenance of the Encroachment and use of the Public Property. 13. 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. 14. 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. 15. Licensee agrees and acknowledges that this Agreement is solely for the purpose of permitting Licensee to construct, maintain, and locate the Encroachment over or within the Public Property and is not a conveyance of any right, title, or 'interest in or to the Public Property, 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 permissions before occupying such property. 16. In any action brought by the City for the enforcement of the obligations of the Licensee, City shall be entitled to recover interest and reasonable attorneys' fees. Tier II ROW Encroachment Agreement Page 5 of 12 Revised 12/2022 17. The parties agree that the duties and obligations contained in Section 5 shall survive the termination of this Agreement. 18. Licensee covenants and agrees that it will not assign all or any of its rights, privileges, or duties under this Agreement without the written approval of the City, and any attempted assignment without such written approval shall be void. In the event Licensee conveys the Property, Licensee may assign all of its rights and obligations under this Agreement to the new owner of the Property, and Licensee shall be deemed released ftom its duties and obligations hereunder upon City's approval in writing of such assignment, which approval shall not be unreasonably conditioned or withheld. Foreclosure by a secured lender of Licensee or assignment to a secured lender by Licensee in the event of default or otherwise shall not require City approval provided that said lender notifies City in writing within sixty (60) days of such foreclosure or assignment and assumes all of Licensee's rights and obligations hereunder. However, no change of ownership due to foreclosure or assignment to any secured lender of Licensee shall be effective as to City unless and until written notice of such foreclosure or assignment is provided to City. 19. Any cause of action for breach of this Agreement shall be brought in Tarrant County, Texas. This Agreement shall be governed by the laws of the State of Texas. 20. This Agreement shall be binding upon the parties hereto and their successors and assigns. 21. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument [SIGNATURES APPEAR ON FOLLOWING PAGE] Tier II ROW Encroachment Agreement Page 6 of 12 Revised 12/2022 City: CITY OF FORT WORTH company By: DJ HaI—L (Del 21.2D2315:27 CST) D.J. Harrell, Director of the Development Services Department Date: Dec 21, 2023 ATTEST: Jannette Goodall, City Secretary Date: Dec 21, 2023 �dp4Upn 00.. C, 0 do PVo 0 Ppp °o° oo #� Y� o d Y �� nEXA?oAb Licensee: GTJ North Freeway Owner, LLC A California limited liability company By: Greenlaw Partners, LLC A California limited liability By: Name: Wilbur H Smith, III Title: Manager Date: Approved As To Form and Legality Jeremy Anato-Mensah Assistant City Attorney Date: Dec 14, 2023 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Dwayne Hollars on beha f o-F� Dwayne Ho lars on behalf of: (Dec 14, 202313:56 CST) Rebecca Owen Development Services Date: Dec 14, 2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Tier II ROW Encroachment Agreement Page 7 of 12 Revised 12/2022 N:11.`l "''�J -u;�t iLLL�);� �:111 Ir yr l�l ill}.`! Dlu.� w'r 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 D.J. Harrell, 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 21st day of December , 20 23 rR ay KATHLEEN BRADFORD r Notary P` s�r STATE OF AS W Notary I.D, 15717 9r[ 9F My Comm. Exp. Apr. 12, 2027 Notary Public in and for the State of Texas After recording return to: Development Services Department Development Coordination Office 200 Texas Street Fort Worth, Texas 76102 Tier II ROW Encroachment Agreement Page 8 of 12 Revised 12/2022 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 b: •Fr F �%r 'ss6-'<:;a•'.` r.,E<. .•ash°� s''�Fn"'z'•+yi., ..F. ,`v '.a`,*a.• ,'4arF i• A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of % .€ate j - On ,�rv, oo a` -7_ -7 1? before me, Date personally appeared `. i.e.' i. "i..4:,e �,.Jk• Y6... FO°�Gi` •.��`a1 �„ Here Insert Name and Title of theOfficer n.: -. Names) of Signers) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. = * = I certify under PENALTY OF PERJURY under the ,aE; •ti AMANDA LOUISE MORTON U ' COMM. # 2414528 laws of the State of California that the foregoing 1�.. NOTARY PUBLIC • CALIFORNIA paragraph is true and correct. V* ORANGE: COUNTY n r FORH COMM. EXPIRES SEPT. 29, 2026�` WITNESS my hand and official seal. i Signature �..� Place Notary Seal and/or Stamp Above Signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: ©2017 National Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: EXHIBIT A Depiction and description of the Encroachment Tier II ROW Encroachment Agreement Page 10 of 12 Revised 12/2022 FORTWORTH THE CITY OF FORT WORTH RIGHT-OF-WAY ENCROACHMENTS AGREEMENT LOTS 3, BLOCK 44 STONEGLEN AT FOSSIL CREEK TESLA SSD FACILITY NORTH � � jw SITE LOCATION G UBGnTE n O U $WEETWO�D o P G 2 CHADWICK Z MCAD00 DANCY c NrRELL ENCROACHMENT LOCATION FO GLEN H NEVCOMB �� \ SAMSOM FOSSIL (,REEK- / 4Tr�P o a a 3 ¢ 0 a o � a � 0 //7'< SANDSHELL ;' LLj NORTHEAST NORTHEAST T aoROss U O Or ,KpP �2 O N P N w o ORTHERN ORO; SITE LOCATION MAP �KimleymMorn LEGAL DESCRIPTION RIGHT-OF-WAY ENCROACHMENT BEING a 0.0023 acre (100 square foot) tract of land situated in the J.A. Walker Survey, Abstract No. 1738, City of Fort Worth, Tarrant County, Texas; said tract being part of Sandshell Drive (a 68-foot right-of-way) as dedicated in the plat recorded in Volume 388-140, Page 39 of the Plat Records of Tarrant County, Texas; said tract being more particularly described as follows: COMMENCING at a 1/2-inch iron rod found for the northeast corner of Lot 3, Block 44, Stonglen at Fossil Creek, an addition to the City of Fort Worth according to the plat recorded in Instrument No. D219088064 of the Official Public Records of Tarrant County, Texas, said iron rod being in the west line of said Sandshell Drive, said iron rod being the beginning of a non -tangent curve to the left with a radius of 1,734 feet, a central angle of 12°40'33", and a chord bearing and distance of South 14°51'33" East, 382.84 feet; THENCE in a southerly direction, along the said west line of Sandshell Drive and the east line of said Lot 3, with said non -tangent curve to the left, an arc distance of 383.62 feet to the POINT OF BEGINNING; THENCE North 23°48'12" East, departing the said west line of Sandshell Drive and the said east line of Lot 3, a distance of 4.54 feet to a point for corner; THENCE South 66'11'48" East, a distance of 10.00 feet to a point for corner; THENCE South 23°48'12" West, a distance of 15.49 feet to a point in the said west line of Sandshell Drive and the said east line of Lot 3 for the beginning of a non -tangent curve to the right with a radius of 1,734.00 feet, a central angle of 00°29'24", and a chord bearing and distance of North 18°36'12" West, 14.83 feet, from which a 1/2-inch iron rod found in the said west line of Sandshell Drive and the said east line of Lot 3 bears South 20°01,'20" East, a distance of 71.07 feet; THENCE in a northerly direction, along the said west line of Sandshell Drive and the said east line of Lot 3, with said non -tangent curve to the right, an arc distance of 14.83 feet to the POINT OF BEGINNING and containing 100 square feet or 0.0023 acres of land, more or less. NOTES Bearing system based on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone (4202). A survey plat of even survey date herewith accompanies this metes and bounds description. The undersigned, Registered Professional Land Surveyor, hereby certifies that the foregoing description accurately sets out the metes and bounds of the encroachment tract. RIGHT-OF-WAY ENCROACHMENT `CD OF TF J.A. WALKER SURVEY, X�12 /Z5IST '' • �'y ABSTRACT No. 1738 MICHAI=L C. BILLINGSLEY ° * CITY OF FORT WORTH REGISTERED PROFESSIONAL ................... TARRANT COUNTY, TEXAS LAND SURVEYOR NO. 6558 EO BILLINGSLEY801 CHERRY STREET, " 58 "■UNIT 11 SUITE 1300 6558 �P�.Kim a * Horn FORT WORTH, TEXAS 76102 E S S�) 801 Cherry Street, Unit 11, # 1300� Tel. No. (817) 335-6511 PH. 817-335-6511 U R v �y Fort Worth, Texas 76102 FIRM # 10194040 www.kimley-horn.com Scale Drawn by Checked by Date Project No. Sheet No. michael.billingsley@kimley-horn.com N/A GRW MCB 11/28/2023 064612101 1OF2 WILLIS, REN 11/28/2023 10:53 AM K:\FTW_SURVEY\064612101-GREENLAW-TESLA SSD\DWG\064612101-�REENLAW- ESLA SSD_E CROACHME T.DWG LEGEND P.O.C. = POINT OF COMMENCING P.O.B. = POINT OF BEGINNING IRF = IRON ROD FOUND �\ \"l_� P.O.C. \ n 1/2" IRF "HALFF" a >w �ACP \ r' W �Cp \ w0'N WQ o r' \W � \ OL1 0.0023 ACRES B\ \ <2 100 SQ. FT. LOT 3, BLOCK 44 STONEGLEN AT FOSSIL CREEK \ \ (INST. NO. D219088064) \ GTJ NORTH FREEWAY OWNER, LLC \ (INST. NO. D223167684) \ LINE TABLE \\ \ NO. BEARING LENGTH \ \ L1 N23°48'12"E 4.54 L2 S66°11'48"E 10.0 L3 S23'48'12"W 15.4 CURVE TABLE NO. C1 NOTES 0 \ o to 9, 12 FOOT UTILITY EASEMENT (VOL. 388-140, PG. 39-41) \ \ I\ \ DELTA RADIUS LENGTH CHORD BEARING CHORD I \ 0°29'24" 11734.00' I 14.83' N18°36'12"W 14.83' \ 1/2" IRF "HALFF" NORTH 0 10 20 GRAPHIC SCALE IN FEET Bearing system based on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone (4202). A metes and bounds description of even survey date herewith accompanies this survey plat. The undersigned, Registered Professional Land Surveyor, hereby certifies that this survey plat accurately sets out the metes and bounds of the encroachment tract. RIGHT-OF-WAY ENCROACHMENT OF TF J.A. WALKER SURVEY, i//Z.y�2 �P• C,ISTE�O Sys ABSTRACT No. 1738 MICHAEL C. BILLINGSLEY G'' CITY OF FORT WORTH REGISTERED PROFESSIONAL ........................... TARRANT COUNTY, TEXAS LAND SURVEYOR NO. 6558 MICHAEL CLEO BILLINGSLEY ..................... 6558..... 801 CHERRY STREET, ��Kimlev*Horn UNIT 11 SUITE 1300 �'..9�F a�P: FORT WORTH, TEXAS 76102 9,1, E S S� ,.G• yo 801 Cherry Street, Unit 11, # 1300 Tel. No. (817) 335-6511 PH. 817-335-6511 S •U•R•`' ` Fort Worth, Texas 76102 FIRM # 10194040 www.kimley-horn.com V Scale Drawn b Checked by Date Project No. Sheet No- michael.billingsley@kimley-horn.com / 1"=20' GRW MCB 11/28/2023 064612101 2OF2 WILLIS, REN 11/28/2023 10:53 AM K:\FTW_SURVEY\064612101-GREEN LAW-TESLA SSD\DWG\064612101-GREEN LAW- LSLA SSD_E CROACHME T.DWG GP5 �2 W EX 24" STORM LINE W-0425 EX COFW INLET 4 W-0425 I do 0000*0 0�p(1 0 P s Fo O� Cj lP6a GRAPHIC SCALE IN FEET EX 21" STORM LINE 0 10 20 40 W-0425 /ROW ENCROACHMENT #1 � I '0 Op, -- I PROPOSED 18" STORM LINE i i i BROW i i i i / LOT 3, BLOCK 44 STONEGLEN AT FOSSIL CREEK (INST. NO. D219088064) / LEGEND PROPOSED STORM SEWER EXISTING STORM SEWER C� EXISTING STORM INLET T E S LA S S D FACILITY Kimley>>>Horn 601 Ch." Sheet, UnR 11 FORT WORTH, TEXAS OWNER/DEVELOPER: SO,1300 NOVEMBER 2023 GTJ NORTH FREEWAY OWNER, LLC F. Nb h,TX76103 61T-33S6611 PB23-13359 2211 MICHELSON DR. slalearTe.a:nea:ahonNo F426 SUITE 200 IRVINE, CA 92612 ENCROACHMENT #1 SANDSHELLI PRIVATE SITE ' RIGHT-OF-WAY 645 JAI i 645 PROPOSED POSEiGRADE ENCROACHMENT�&j AREA EX COFW INLET #4 640 EX 21" STORIV LINE STING GRADE L64 'OSED 18" M LIN ° 635 632 -0+200+00 0+40 635 632 T E S LA S S D FACILITY Kimleym Horn Wl Ch." Street, U"R 11 FORT WORTH, TEXAS OWNER/DEVELOPER: Wile 1300 NOVEMBER 2023 GTJ NORTH FREEWAY OWNER, LLC FartM h,TX76102 61T-09s6511 PB23-13359 2211 MICHELSON DR. slalearT".asneaiso-zhc"No 1421 SUITE 200IRVINE, CA 92612 EXHIBIT B Certificate of Insurance Tier II ROW Encroachment Agreement Page i I of 12 Revised 12/2022 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR SERVICE INDUSTRIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefullyto determine rights, duties, and what is and is not covered. A. WholsAn Insured —Unnamed Subsidiaries B. Who Is An Insured — Employees And Volunteer Workers — Bodily Injury To Co -Employees And Co -Volunteer Workers C. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies D. Blanket Additional Insured — Broad Form Vendors E. Blanket Additional Insured —Controlling Interest F. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers PROVISIONS A. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: G. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises H. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations I. Blanket Additional Insured — Grantors Of Franchises J. Incidental Medical Malpractice K. Blanket Waiver Of Subrogation b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or C. A trust; a. You are the sole owner of, or maintain an as indicated in its name or the documents that ownership interest of more than 50% in, such govern its structure. subsidiary on the first day of the policy B. WHO IS AN INSURED — EMPLOYEES AND period; and VOLUNTEER WORKERS — BODILY INJURY b. Such subsidiary is not an insured under TO CO -EMPLOYEES AND CO VOLUNTEER similar other insurance. WORKERS The following is added to Paragraph 2.a.(1) of No such subsidiary is an insured for "bodily SECTION II —WHO IS AN INSURED: injury" or "property damage" that occurred, or "personal and advertising injury" caused by an Paragraphs (1)(a), (b) and (C) above do not offense committed: apply to "bodily injury" to a co -"employee" while in the course of the co -"employee's" employment a. Before you maintained an ownership interest by you or performing duties related to the of more than 50% in such subsidiary; or conduct of your business, or to "bodily injuryto CG D4 67 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY your other "volunteer workers" while performing duties related to the conduct of your business. C. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or C. A trust; as indicated in its name or the documents that govern its structure. D. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whicheverare less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless 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; (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products"; or Page 2 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 67 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (6) "Your products" that, 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 on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. BLANKET ADDITIONAL INSURED — CONTROLLING INTEREST 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II —WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. F. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. G. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, CG D4 67 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. H. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". I. BLANKET ADDITIONAL INSURED — GRANTORS OF FRANCHISES The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that grants a franchise to you is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of your operations in the franchise granted by that person or organization. If a written contract or agreement exists between you and such additional insured, the limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. J. INCIDENTAL MEDICAL MALPRACTICE medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals 1. The following replaces Paragraph b. of the "Bodily injury" or "property damage" arising definition of "occurrence" in the out of the violation of a penal statute or DEFINITIONS Section: ordinance relating to the sale of pharmaceuticals committed by, or with the b. An act or omission committed in knowledge or consent of, the insured. providing or failing to provide "incidental Page 4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 67 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. CG D4 67 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.