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HomeMy WebLinkAboutContract 49295-CA1 Date Received: Nov 5,2021 Permit No.: PN21-00170 Time Received: 2:08 PM Contract No.: 49295-CAl ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT City Secretary Contract No. 49295 THIS ASSIGNMENT AND CONSENT OF RIGHT-OF-WAY ENCROACHMENT AGREEMENT ("Assignment") is made and entered into by and between (1) the CITY OF FORT WORTH, a Texas home rule municipal corporation ("Citv"), acting by and through its duly authorized City Manager, Assistant City Manager, or Development Services Director; (2) Hotel Texas Annex, LLC, a Texas Limited Liability Company, acting by its duly authorized Manager("Assignor"); and (3) 815 Commerce LLC, a Texas Limited Liability Company, acting by and through its duly authorized Manager ("Tenant"), and GLF FW Hotel, LLC, a Delaware limited liability Company acting by and through its duly authorized Officer ("Owner") (collectively, the "Assignee"). Hereinafter, City, Assignor, and Assignee may be referred to individually as a"Party" or collectively as the "Parties." WITNESSETH: WHEREAS, the City previously entered into a Right of Way Encroachment Agreement identified as City Secretary Contract No. 49295 as amended by that First Amendment to the City Secretary Contract No. 49295 (the "First Amendment")filed on October 29, 2021 and recorded as Instrument No. D221317387 attached hereto as "Exhibit A-l" to this Assignment (collectively, the "Original Agreement"), with Assignor, the then-owner of certain real property located at 811 Commerce St., Fort Worth, Texas 76102 (the "Property") more particularly described in the Original Agreement and the exhibits attached thereto; and WHEREAS, that Original Agreement, filed on July 18, 2017 and recorded as Instrument No. D217162512 in the Real Property Records of Tarrant County, Texas, is attached hereto with exhibits and collectively labeled as "Exhibit A" to this Assignment and incorporated herein by reference as if set forth in full; and WHEREAS, the descriptions of the affected Public Right-of-Way and the encroachments are set forth in the Original Agreement and exhibits attached thereto, which are incorporated herein by reference for all purposes; and WHEREAS, Assignor desires to convey the Property to the Tenant who, in turn, plans on simultaneously conveying the Property to Owner; WHEREAS, Owner will then simultaneously lease the Property back to Tenant for a 99- year term; WHEREAS, the Parties desire that the Assignor assign the Original Agreement to the collective Assignee; OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX WHEREAS, both the Tenant and Owner agree to be bound to the terms of the Original Agreement and any amendments, through this Assignment as the collective Assignee; WHEREAS, the City is amenable to consenting to the assignment of the Original Agreement to the collective Assignee in the order of the conveyances of the Property as described above subject to the terms of this Assignment; and AGREEMENT: NOW, THEREFORE, for and in consideration of the above and foregoing premises and the mutual covenants, terms, and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Assignor hereby assigns, transfers, and conveys all rights and interests and delegates all duties and obligations under the Original Agreement to the collective Assignee. 2. The collective Assignee hereby accepts the Assignment granted herein and assumes all of Assignor's rights, duties, and obligations under the Original Agreement. 3. Assignor has full right, power, and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignor's obligations hereunder. The collective Assignee has the full right, power, and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignee's obligations hereunder. 4. The effective date of this Assignment shall be the date of its execution by the City (the "Effective Date"). All rights, duties, and obligations under the Original Agreement arising, accruing, or relating to the period before the Effective Date are allocated to Assignor, and all rights, duties, and obligations arising, accruing, or relating to the period thereafter shall be allocated to the collective Assignee. 5. Except as otherwise expressly set forth in this Assignment, Assignor will be discharged from any and all further obligations under the Original Agreement as of the Effective Date of this Assignment. 6. Assignor represents, warrants, and covenants with City and the collective Assignee that, as of the Effective Date, Assignor is not in default of any of its obligations contained in the Original Agreement. 7. City hereby consents to this Assignment upon the terms and conditions set forth herein. Unless and until City has executed this Assignment, it is of no effect. The consent granted herein should not be construed as consent to any further assignments, except that Owner may collaterally assign its rights under the Original Agreement to any secured lender of Owner in the event of default by Owner or otherwise as long as said lender notifies City in writing Encroachment Assignment Agreement Revised 4/2020 within sixty (60) days following such foreclosure or assignment and assumes all of Owner's rights and obligations hereunder. No change of ownership due to foreclosure or assignment to any secured lender of Owner shall be effective as to City unless and until written notice of such foreclosure or assignment is provided to City. The failure or delay of City in seeking to enforce any provision of the Original Agreement or this Assignment shall not be deemed a waiver of rights or remedies that City may have or a waiver of any subsequent breach of the terms and provisions therein or herein contained. 8. Any notice given by any Party to another Party must be in writing and shall be effective upon receipt when (i) sent by U.S. mail with proper postage, certified mail return receipt requested, or by a nationally recognized overnight delivery service, and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City Attention: Director Development Services Department 200 Texas Street Fort Worth, Texas 76102 Assi, Hotel Texas Annex, LLC 515 Houston Street, Suite 621 Fort Worth, Texas 76102 Attn: Mobeen Aslam Assignee 815 Commerce LLC 3 Sugar Creek Center Blvd., Suite 100 Sugar Land, Texas 77478 Attn: Kishan Patel and GLF FW Hotel, LLC c/o KAWA 21500 Biscayne Boulevard, Suite 700 Aventura, Florida 33180 Attn: General Counsel 9. Except as herein otherwise provided, this Assignment will be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 10. The collective Assignee shall cause this Assignment to be filed of record at Assignee's expense in the Real Property Records for Tarrant County, Texas. Encroachment Assignment Agreement Revised 4/2020 11. The Certificate of Insurance for the Assignor attached as "Exhibit B" to the Original Agreement is hereby deleted and replaced with the attached Certificate of Insurance for Tenant/Assignee, labeled as"Exhibit B, Revised." 12. All terms and conditions of the Original Agreement not amended herein remain unaffected and in full force and effect, are binding on the Parties, and are hereby ratified by the Parties. Any capitalized terms not defined herein shall have the meaning assigned to them in the Original Agreement. 13. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document. [SIGNATURES APPEAR ON FOLLOWING PAGES] Encroachment Assignment Agreement Revised 4/2020 ASSIGNEE: TENANT 815 COMMERCE LLC, a Texas limited liability company By: 815 COMMERCE MANAGING MEMBER LLC, a Texas limited liability company, its Managing Member By: 815 Commerce Manager LLC, a Texas limited liability company its Manager By: Name: Kunal Mod Title: Manager STATE OF -fin § COUNTY OF § This instrument was acknowledged before me by N , Manager of 815 COMMERCE MANAGER LLC, a Texas limited liability company, Manager of 815 COMMERCE MANAGING MEMBER LLC, a Texas limited liability company, Managing Member of 815 COMMERCE LLC, a Texas limited liability company on behalf of said limited liability company. >N- Notary Public, State of j'---q( [NOTARIAL SEAL] EIRE ISTINANARRis llssioN#12385838:January 2f,2022aline County OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX OWNER: GLF FW Hotel, LLC a Delaware Limitted� Liability Company By: Name:Cristina Baldim Title: Authorized Officer Date: STATE OF FLORIDA § COUNTY OF MIAMI-DADE § The foregoing instrument was acknowledged before me by means of-P physical presence or ❑ online notarization, this tj day of 06 4.M 2021, by _�i,Q y as the Authorized Officer of GLF FW Hotel,LLC,a Delaware limited liability company,on behalf of said entity. Such individual is personally known to me or has produced as identification. J� Notary Public, State of Florida [NOTARIAL SEAL] ALEJANDRA LEA-Puw► MY COMMISSION#HH 158M EXPIRES:July 28,2026 '''•tos r°�' Wnded Ttuu NOM Pubk Unde*Am OFFICIAL RECORD CITY SECRETARY Assignment and Consent of Encroachment License Agreement FT. WORTH, TX ASSIGNOR: Hotel Texas Annex, LLC a Tex a Limtt ability Company Name: Mobeen Aslam Title: Manager STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged on the day of November 2021, before me by Mobeen Aslam, as the Manager of Hotel Texas Annex, LLC, a Texas limited liability company, on behalf of said entity. l NICK PAPPAS My Commission Expires November 2021 3' Notary Public, State of CCS [NOTARIAL SEAL] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX APPROVED AS TO FORM AND CITY OF FORT WORTH LEGALITY: DJ Ha 02111:49 CDT) FWBC Sec. 3210 DJ Harrell, Director T. Royce Hansen Development Services Department Assistant City Attorney II Date: Nov 3,2021 Date: Nov 2,2021 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 report requirements. a��FORr��a Janie Scarlett Morales �h°°°°°°°°°lya� Development Manager ATTEST: ��►o G��d ~o odd 0v0 °=d ° o° d Ronald P. Gonzales ��"F°°°° °°°o pd 00 NoAsststant City ts&C Required] a� ����nEXAs-oAp STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on November-3 120 21 by DJ Harrell, as the Director of the Development Services Department of the City of Fort Worth, a Texas home rule Municipal Corporation, on behalf of the City of Fort Worth. Digitally signed by Jennifer L. Jennifer L. Ezernack Ezernack Date:2021.11.03 11:56:40-05'00' °�PRYPUe/ JENNIFER L. EZERNACK Notary Public, State of Texas _ Notary Public + + STATE OF TEXAS "� e Notary I.D. 130561630 9�°F� My Comm.Exp.Mar. 1,2024 OFFICIAL RECORD CITY SECRETARY Encroachment Assignment Agreement FT. WORTH, TX EXHIBIT A ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS Encroachment Assignment Agreement Revised 4/2020 Exhibit A CITY SECRETARY All q� CONTRACT NO. 0 RIGHT OF WAY r ENCROACHMENT AGREEMENT h, (COMMERCIAL) Colo 10 YHIS AGREEMENT is made and entered into by and between the City of Fort W a home rule municipal corporation of Tarrant County, Texas ("City"), acting « , n by and through its duly authorized City Manager, its duly authorized Assistant ity Manager or Planning and Development Department Director, and Hotel Texas Annex, LLC [full legal name], a Limited Liability Co. [type of entity] "Licensee", acting herein by and through its duly authorized partner, Farukh Aslam [title], the owner of the real property located at 811 Commerce Street , Fort Worth, Texas 76102("Property"). RECITALS WHEREAS, Licensee is the owner of certain real property situated in the City of Fort Worth, Tarrant County, Texas, more particularly described in the attached Legal Description of the Property; and WHEREAS, the City has a street, alley, sidewalk, and/or other public right-of- way(individually or collectively, the "Public Right-of-Way") adjacent to the Property as shown on the map attached to this Agreement as Exhibit"A" and incorporated herein for all purposes; and WHEREAS, Licensee desires to construct/place and maintain certain improvements which will encroach onto the Public Right-of-Way; and WHEREAS, City will allow the encroachment under the terms and conditions as set forth in this Agreement to accommodate the needs of the Licensee, NOW, THEREFORE, the City and Licensee agree as follows: AGREEMENT 1. 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 upon, use and/or occupy portions of the space under, on, and/or above the City's Public Right-of-Way to construct/install and/or allow to remain, certain improvements for the purpose of door-swings crossing ROW(whether one or more, the "Improvements") as described in and at the location shown on Exhibit "A" but only to the extent shown thereon. Upon completion of the Improvements, Licensee agrees to be responsible for maintaining the Improvements. Licensee shall not expand or otherwise cause the Improvements to further infringe in or on City's Public Right-of-Way beyond what is specifically described in the Exhibit(s) attached hereto. 2015 ROW Encroachment Agreement-Commercial OFFICIAL RECORD Page 1 of 12 CITY SECRETARY rev.02/2015 FT.NORTH,TX 2. All construction, maintenance and operation in connection with such Improvements, use and occupancy shall be performed in strict compliance with this Agreement and the City's Charter, Ordinances and Codes, and in accordance with the directions of the City's Director of Transportation and Public Works, or his or her duly authorized representative. Licensee shall submit all plans and specifications to the applicable Director or his or her duly authorized representative prior to the construction of the Improvements. Licensee shall not commence construction of the Improvements until receiving written approval by the Director, but such approval shall not relieve Licensee of responsibility and liability for concept, design and computation in the preparation of such plans and specifications. 3. Upon completion of the construction and installation of the Improvements, there shall be no other encroachments in, under, on or above the surface area of the Public Right-of-Way, except as described herein and depicted on 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 any affected utility companies and the appropriate 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, 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 in the reasonable discretion of the Director of Transportation and Public Works, or his or her duly authorized representative. 5. Upon prior written notice to Licensee, except in the case of an emergency, Licensee agrees that City may enter and utilize the referenced areas at any time for the purpose of installing, repairing, replacing, or maintaining improvements to its public facilities or utilities necessary for the health, safety and welfare of the public or for any other public purpose. City shall bear no responsibility or liability for any damage or disruption or other adverse consequences resulting from the Improvements installed by Licensee, but City will make reasonable efforts to minimize such damage. 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 20 15 ROW Encroad-irrient Agreement-Commercial Page 2 of 12 -- rev.02/2015 made more costly by virtue of the construction, maintenance or existence of the Improvments and use, Licensee shall pay to City an additional amount equal to such additional cost as reasonably determined by the Director of Transportation and Public Works or the Director of the Water Department, or said Director's duly authorized representative. 6. Licensee agrees to pay to City at the time this Agreement is requested an application fee of$325.00 in order to defray all costs of inspection and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement. Licensee agrees to pay a fee in the amount of$.56 per square/linear foot of the encroachment area upon execution of this Agreement and annually thereafter. 7. The term of this Agreement shall be for 30 years commencing on the date this Agreement is executed by City. However, this Agreement shall terminate upon Licensee's non-compliance with any of the terms of this Agreement. City shall notify Licensee in writing of the non-compliance, and if not cured within 30 days, this Agreement shall be deemed terminated unless such non-compliance is not susceptible to cure within 30 days, in which case this Agreement shall be deemed terminated in the event that Licensee fails to commence and take such steps as are necessary to remedy the non-compliance within 30 days after written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy same. 8. Upon termination of this Agreement, Licensee shall at no expense to City remove the Improvements encroaching into the Public Right-of-Way, and restore the Public Right-of-Way to a condition acceptable to the Director of Transportation and Public Works, or his or her duly authorized representative, in accordance with then-existing City specifications. It is understood and agreed by Licensee that if this Agreement terminates and Licensee fails to remove the Improvements and restore the Public Right-of-Way, Owner hereby gives City permission to remove the Improvements along with any supporting structures, restore the Public Right-of-Way, and assess a lien on the Property for the costs expended by the City in taking such actions. 9. It is further understood and agreed between the parties hereto that the Public Right-of-Way to be used and encroached upon as described herein, is 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 Texas Legislature; and that City cannot contract away its duty and its legislative power to 2015 RO`JV Encroachiment :greernent-Commercial Page 3 of 12 -- rev.02/2015 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 Public Right-of-Way to be used for any other public purpose, including but not 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 this Agreement shall terminate upon 60 days' written notice to Licensee. In the event this Agreement is terminated under this Section 9, Licensee shall perform the obligations regarding removing the Improvements and restoring the Public Right-of-Way described in Section 8. 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 any property in which a third party may have an interest. Licensee agrees that it will obtain all necessary permissions 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 the Improvements, 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. 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. 2015 ROW"Encroaciment Agreement-Cornmiercial Page 4 of 12 rev.02/2015 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, ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF THE IMPROVEMENTS 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, 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 IMPROVEMENTS AND ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, 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 described or depicted in Exhibit"A". The amounts of such insurance shall be not less than $1,000,000 Commercial General Liability 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 promptly following notice to Licensee of such requirement. Such insurance policy shall not be canceled or amended without at least 30 days prior written notice to the Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as Exhibit "B" and incorporated herein for all purposes. 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 Public Right-of-Way. All insurance coverage required herein shall include coverage of all Licensees' contractors and subcontractors. 2015 RO`JV Encroadirrient Agreenjent-Cornniercial Page 5 of 12 - rev.02/2015 16. Licensee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay the fees to record this Agreement in the Real Property Records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth. 17. 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 attorney's fees. 18. Licensee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this Agreement without the prior written approval of the City, andany 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 from 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 60 days of such foreclosure or assignment and assumes all of Licensees' 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. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATIONS CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 20. 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. 21. This Agreement shall be binding upon the parties hereto, their successors and assigns. 2015 RO V Encroachment Agreement-Commercial Page 6 of 12 — rev.02/2015 [SIGNATURES APPEAR ON FOLLOWING PAGE] 2015 ROW Encroachment Agreement-Commercial Page 7 of 12 rev.02/2015 THIS AGREEMENT may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. City: Licensee: CITY OF FORT WORTH, Hotel Texas Annex, LLC By: r �L Randle Harwood Name: Farukh Aslam Director Title: Partner Planning and Development Department Date: l �' , 20i ATTEST: Approved As To Form and Legality 4Sec ant Cry Assist City Attorney OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 2015 R%VJ Encroachment Agreement-Commercial Page 8 of 12 rev.02/2015 STATE OF TEXAS § COUNTY OF TARRANT § TItis instru nt as a�owledged before me on l , 2011 by R �rA?ecfor of the Planning and Dev lopme t Department of the City of Fort Worth, on behalf the City of Fort Worth. G_ YYyt� S C� Notary Public, State of Texas IRMA SAENZ �••`Pp�'p�°��;Notory Public.State of Texos r , yE Comm.Expires 01.28.2020 �rE6;��+'•` Notary ID 272AORA After Recording Return to: Cassandra Foreman Planning and Development Department 1000 Throckmorton Street Fort Worth TX, 76102 2015 ROW Encroachment Agreement-Commercial Page 9 of 12 — rev.02/2015 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 Farukh Aslam , Partner (title), 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 Hotel Texas Annex, LLC , a Limited Liability Co. , and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this k2 /;? day of Notary Public in and for the ; ;it+s+ ,t D►NACHRYSL� State of .Texas f My Notary ID#129908992 F �Wwgagust5,2015 2015 ROW Encroachment Agreement-Commercial Page 10 of 12 rev.02/2015 LEGAL DESCRIPTION OF THE PROPERTY Lots 1-8 Block 111, Original Town of Fort Worth, Unrecorded Plat. 2015 ROW Encroachment Agreement-Commercial Page 11 of 12 rev.02/2015 EXHIBIT"A" Location and Description of Encroachment and Improvements 2015 ROW Encroachment Agreernent-Co,nnmercial Page 12 of 12 rev.02/2015 ATTACHMENT A LOCATION MAP O S O C-) L ELLA ON y T X S B28 y 0 19TH LjJ Y 1 T' G o u o PROJECT E g LOCATION N W E S GRAPHIC SCALE:NOT TO SCALE PROJECT: J E3BAIRD, HAMPTON&L BROWN, INC. The Commerce LOCATION MAP ENGINEERING&L SURVEYING at 811 Commerce Street SCALE: NOT TO SCALE SHEET 83DO Ridglea Place,Ste 700 Fort Worth,TX 76116 Tel:817-338-1277 Fax:817-338-8246 w�vw. Fort Worth,Texas 76102 DATE: 6/2/17 Exh C1.1 o TBPE Firm 000044 E-Mail:mail@bhbinc.com Web Site: bhbinc.com TBPLS FIRM 100113D0 DRAWN BY: LM I- IBHB PROJECT No:2014.183.000 CHECKED BY: TS 1 of 2 ATTACHMENT A THE COMMERCE ENCROACHMENT ENCROACHMENT AREA 6.2 SF AREA 7.1 SF I I C o 0 o�� ! ��p s'�� �e m ❑ r c i r r r � c � c r_ Lu THE COMMERCE F �+ MULT STORY CONC. & GRAN TE BUILDING I �+ W ❑ ENCROACHMENT W AREA 11.5 SF I.❑ ENCROACHMENT AREA 7.1 SF I I , =EZNCRGAICHMENT ENCROACHMENT SF AREA 0.7 SF E4! COMMERCE STREET s E ENCROACHMENT EXHIBIT DESCRIPTION QUANTITY ENCROACHMENT(SF) DOORS 7 VARIES 15 Or 30 TOTAL= 33.3 GRAPHIC SCALE:V= 30' PROJECT: ENCROACHMENT EXHIBIT (DOORS) 13 BAIRD, HAMPTON&BROWN, INC. The Commerce == BENGINEERING&SURVEYING at 811 Commerce Street SCALE: 1'=20'-0' SHEET g 6300 Rioglee Place,Ste 700 Fort Worth,TX 76116 Tel:817-338-1277 Fax:817-338-9245 FOft Worth,Texas 76102 DATE: 6/2Ii7 Exh C1.2 TBPE Firm 000D44 E-Mail:mail@bhbinc.com Web Site:w .bhbinc.com TBPLS FIRM 10011300 DRAWN BY: LM BHB PROJECT No:2014.183.000 j CHECKED BY: TS 2 of 2 A!`�® DATE(MM/DD/YYYY) V CERTIFICATE OF LIABILITY INSURANCE 6/12/2017 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 have ADDITIONAL INSURED provisions or 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: _Stacl Jennings Higginbotham Insurance Agency, Inc. PHONE FAx 500 W. 13TH (nlc,Na,E:t)•817-349-2305 ma c,No):817-347-7094 Fort Worth TX 76102 MESS,sjennings@higginbotham.net INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Evanston Insurance Company 35378 INSURED HOTEL1 -INSURERS: Hotel Texas Annex, LLC INSURER C: 515 Houston St., Suite 800 Fort Worth TX 76102 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2009811583 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 UBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY 3AA117594 8/29/2016 12/31/2017 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE LXj OCCUR PREMISES Ea occurrence) $100,000 _ MED EXP(Any one person) $EXCLUDED PERSONAL&ADV INJURY $EXCLUDED GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X j POLICY PRO L�] LOC PRODUCTS-COMP/OP AGG $EXCLUDED JECT OTHER: $ AUTOMOBILE LIABILITY M IN L LIMIT Ea accident $ de ANY AUTO ! BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY j ; i Per accident) $ S UMBRELLA LIAB L!OCCUR I EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE j AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY I STATUTE ER YIN' r ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A; i, E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? j (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space is required) Re: 811 Commerce St., Fort Worth, TX 76102 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 Texas St ACCORDANCE WITH THE POLICY PROVISIONS. Fort Worth TX 76102 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD EXHIBIT A-1 FIRST AMENDMENT Encroachment Assignment Agreement Revised 4/2020 D221317387 10/29/2021 12:31 PM Page: 1 of 6 Fee: $39.00 Submitter: COFW CFA OFFICE Electronically Recorded by Tarrant County Clerk in Official Public Records to� ,� MARY LOUISE NICHOLSON Exhibit A-1 COUNTY CLERK Date Received: Oct 28,2021 Permit No.: PN21-00137 Thne Received: 2:16 pm Contract No.: 49295-A1 FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 49295 RIGHT OF WAY ENCROACHMENT AGREEMENT This FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 49295 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 City Manager, its duly designated Assistant City Manager or Development Services Department Director, hereinafter referred to as the "City," and Hotel Texas Annex, LLC acting herein by and through its duly authorized partner, hereinafter referred to as "Licensee". RECITALS WHEREAS, the City of Fort Wortli ("City") and Licerisec rnade and entered into that certain Right of Away Encroachment Agreement filed for record at Instrument #D217162512 of the Official Public Records of Tarrant- County, Texas on July 18, 2017 (the "Agreement") to authorize the use of public right-of-way for door swings encroaching into the public right of way; and WHEREAS, the parties wish to amend the Agreement to include "Exhibit A-V to add seven (7) additional door swings encroaching into the public right of way; and WHEREAS, it is the mutual desire of City and Licensee to execute this Amendment to the Agreement to revise the exhibit in the Agreement to depict the revised encroachment areas; NOW THEREFORE, City and Licensee, acting herein by and through their duly authorized representatives, enter into the following that amends the Agreement: 1. Right of Way Amendment Page 1 of 5 D221317387 Page 2 of 6 66Exhibit A-1" is hereby attached hereto and incorporated herein to the Agreement; consisting of an additional description of the encroaching improvements. 2. All other provisions of the Agreement which are not expressly amended herein shall remain in fiill force and effect EXECUTED on this the 28th day of October 20 21 [REMAINDER OF THIS PAGE TO REMAIN BLANK] Right of way Amendment Page 2 of 5 D221317387 Page 3 of 6 CITY OF FORT WORTI-I: LICENSEE: Hotel Texas Annex, LLC a Texas limited liability company DJ DJHa�t27,202110:48CDT) DJ Harrell, Director Mobeen Aslant Development Services Department Manager Date: OCt 2712021 Date: / 2 2 21 Approved as to Forty and Legality: Attested by: FWBC Sec. 3210 T. Royce Hansen, Assistant City Attorney I1 Ronald P. Gonzales City Attorney's Office Acting City Secretary 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. EvelynRo s on behalf of(Oct 27.202110:21 CDT) _ Janie Scarlett Morales Development Manager Right of Way Amendment Page 3 of 5 D221317387 Page 4 of 6 STATE OF--5 Ct5 § COUNTY OFT�VM-� § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Mobeen Aslam, Manager known to me to be the person whose came 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 HOTEL TEXAS ANNEX, LLC and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 22 day of 20 2 96669e6 AIDC AiRIAGA 1 n Notary Public,State of Texas Y V 1 My Comm.Up.05-19.2025 ID No.13311084-5 Notary Public, S ate of Texas Right of Way Amendment Pagc 5 of 5 D221317387 Page 5 of 6 LQ Ili]Y .G ® ® 10111M E II 9 15 b : 611=31 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 DJ Harrell, 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 the CITY OF FORT WORTH, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of October , 20 21 Digitally signed by Jennifer L. 1�9 JENNIFER L. ublic CKJennifer L. EZernackEzernack Notary PublicSTATE OF TEXAS Date:2021.10.27 10:54:49-05'00' Notary I.D. .Mar. 1,2 Notary Public, State of Texas My Comm. Exp.Mar. 1,2024 }� Right of Way Amendment Page 4 of 5 D221317387 Page 6 of 6 Exhibit A-1 ENCROACHMENT EXHIBIT DESCRIPTION HATCH QUANTITY ENCROACHMENT TOTALS (SFj 0 20 40 80 DOORS 7 26 SF CANOPY ® 1 243 SF GRAPHIC SCALE IN FEET TREE GRATES 6 54 SF LIGHT POST 4 12.8 SF TOTAL=I 335.8 SF I I 0 U a 0 U Z w 0 — — — — — — 0 ENCROACHMENT 0 ENCROACHMENT AREA 9.0 SF AREA 5.5 SF ENCROACHMENT I AREA 12.2 SF r- V ENCROACHMENT ENCROACHMENT I 41 IIINft AREA 5.5 SF AREA 3.2 SF I W oN HMENT W I EN AREA C9 0 SF I I Z ENCROACHMENT I V� W ENCROACHMENT Sq- AREA 9.0 SF I J I AREA 5.5 SF ENCROACHMENT TENCROACHMENT j I AREA 1.4 SF AREA 3.2 SF I I ~ W 0 ENCROACHMENT ENCROACHMENT o AREA 5.5 SF AREA 1.4 SF ENCROACHMENT / AREA 9.0 SF I V o I N — — — �E ENCROACHMENT-1 �ENCROACHMENT V S � AREA 9.0 SF AREA 9.0 SF \ Q ENCROACHMENT J �j ENCROACHMENT AREA 3.2 SF I W 0 AREA 3.2 SF COMMERCE STREETY EXISTING � � h ENCROACHMENT II STRIPING Q% AREA 243.0 SF 0) - WW 0 [EUBO ll �/id� R ENCROACHMENT EXHIBIT Pacheco Koch FORT , ROAD WORTH o\ FORT WORTH, TXX 76109 817.412.7155 O TX REG. ENGINEERING FIRM F-469 w TX REG. SURVEYING FIRM LS-10008001 zU) Z Q DRAWN BY CHECKED BY SCALE DA TE ✓OB NUMBER 3 j RDF/JWS HPB 1"=40' 10/06/2021 4761-20.500 EXHIBIT B, REVISED CERTIFICATE OF INSURANCE Encroachment Assignment Agreement Revised 4/2020 ADDITIONAL COVERAGES Ref# Description Coverage Code Form No. Edition Date Employee Benefits-Aggregate Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 2,000,000 Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium rOFADTLCV Copyright 2001,AMS Services,Inc.