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Home My WebLink About049295-CA2 - General - Contract - GLF FW Hotel, LLC & CS1031 Zero Coupon DFW HospitalityEncroachment Assignment Agreement Page 1 of 10 Revised Date Received: _____________________ Record Number: PN25-00121 Time Received: _____________________ City Secretary Number: _____________ SECOND ASSIGNMENT AND CONSENT OF RIGHT-OF-WAY ENCROACHMENT AGREEMENT City Secretary Contract No. 49295 THIS SECOND ASSIGNMENT AND CONSENT OF RIGHT-OF-WAY ENCROACHMENT AGREEMENT (“Assignment”) is made and entered into as of this ____ day of ____________, 20___, by and between the CITY OF FORT WORTH, a Texas home- rule municipal corporation (“City”), GLF FW Hotel, LLC, a Delaware limited liability company (“Assignor”), and CS1031 Zero Coupon DFW Hospitality, a Delaware statutory trust (“Assignee”). Sometimes herein City, Assignor, or Assignee may also be referred to individually as a “Party” or collectively as the “Parties.” W I T N E S S E T H: WHEREAS, Hotel Texas Annex, LLC, a Texas limited liability company (“Hotel Texas Annex”) and the City entered into that certain Encroachment Agreement, City Secretary Contract No. 49295, filed on July 18, 2017 as Instrument No. D217162512 in the Official public Records of Tarrant County, Texas (the “Original Agreement”), as amended by that certain First Amendment to the City Secretary Contract No. 49295-A1 filed on October 29, 2021 and recorded as Instrument No. D221317387 in the Official Public Records of Tarrant County, Texas (the “First Amendment”), with respect to the real property located at 811 Commerce St., Fort Worth, Texas 76102 and more particularly described on “Exhibit A” attached hereto (the “Property”), in connection with certain encroachments affecting an adjacent public right-of-way. The encroachments, as more particularly described in the Original Encroachment Agreement attached hereto as “Exhibit A” and incorporated herein by reference for all purposes, are referenced herein as the “Improvements”; WHEREAS, Hotel Texas Annex assigned the Original Agreement as amended by the First Amendment on November 5, 2021 to 815 Commerce LLC, a Texas limited liability company (“815 Commerce”) and Assignor pursuant to that certain Assignment and Consent of Encroachment Agreement City Secretary Contract No. 49295-CA1 filed on November 17, 2021 in the Official Public Records of Tarrant County, Texas as Instrument No. D224336786 (the “First Assignment”), together with the Original Agreement as modified by the First Amendment and the First Assignment, the “Encroachment Agreement”). Assignor and 815 Commerce are collectively referred to as “Assignee” under the First Assignment; and WHEREAS, Assignor desires to assign its interest in the Encroachment Agreement to Assignee. 815 Commerce LLC is not a party to this Assignment Agreement and is not assigning its interest in the Encroachment Agreement. Encroachment Assignment Agreement Page 2 of 10 Revised A G R E E M E N T: 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 its duties and obligations under the Encroachment Agreement to Assignee. 2.Assignee hereby accepts the Assignment granted herein, and assumes all of Assignor’s rights, duties, and obligations arising under the Encroachment 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. 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 Encroachment 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 Assignee. 5.Except as otherwise expressly set forth in this Assignment, Assignor will be discharged from any and all further obligations under the Encroachment Agreement as of the Effective Date. 6.Assignor represents, warrants, and covenants to the City and Assignee that as of the Effective Date, Assignor is not in default of any of its obligations contained in the Encroachment 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. The failure or delay of City in seeking to enforce any provision of the Encroachment 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. Encroachment Assignment Agreement Page 3 of 10 Revised City Development Services Department 200 Texas Street Fort Worth TX 76102 Attention: Director Assignor GLF FW Hotel, LLC 21500 Biscayne Blvd., Suite 700 Aventura, Fl 33180 Assignee CS 1031 Zero Coupon DFW Hospitality, DST 4851 Lake Brook Dr Glen Allen, VA 23060 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. Assignee shall cause this Assignment to be filed of record at Assignee’s expense in the Real Property Records for Tarrant County, Texas. 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." 11.All terms and conditions of the Encroachment Agreement not amended herein remain unaffected and in full force and effect, are binding on the Parties, and are hereby ratified by the Parties. Capitalized terms not defined herein shall have meanings assigned to them in the Encroachment Agreement. 12.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 which may be evidenced by one counterpart. [SIGNATURES APPEAR ON FOLLOWING PAGES] ASSIGNOR: GLF FW Hotel, LLC a Delaware limited iiability c pany B � Y• Name: Carlos Felipe Lemos Title: Authorized Officer Date: .2.0I /j+-j� ZQ �� STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me by means of physical presence or online natarization this �� day of nCT �.Grt, , 2025 by Carlas Felipe Lemos, as Aut orized Officer, of GLF FW HOTEL, LLC, a Delaware limited liability company, on behalf of the company, who is personally lcnown to me or has produced , as ideniification. Notary Stamp/Seal �Y •��.. {1LESSANDRAPtlELSEN STANZIQNE ' �,...�' � MY COMMk3SIQN # HH 2O338D •*: +,i :;; F�iPiRE3: Nave�nber 3U, 2425 '';FpF �;�Q� Bonded Th�u Notary Puhlic Undervvriters Encroachrr►ent Assignment Agreement Revised Notary Signature: �u Notary Print: �� . �iAAI'CIOAI� Notary Public, State o lorida Commissron No.: '� �3�80 My Commission Expires; �1QUP1^�P.,c..30f ZOZS. Page 4 of 10 ASSIGNEE: CS1031 Zero Coupon DFW Hospitality, DST a Delaware statutory trust by: CS1031 Zero Coupon DFW Hospitality ST, LLC a Delaware limited liability company its governing person by: CS1031 Zero Coupon DFW Hospitality SPE Member, LLC a Delaware limited liability company ts governing person By: Name: Louis J Rogers Title: Director Date: jb�j� �2'j THE COMMONWEALTH OF VIRGINIA COUNTY OF HENRICO . �BEFU�.E ME, the ur�dersigned author�ty, a Notary Public in and for #he °"�"b`tweal�i-!t o� �; �n: � , on fhis day personally appeared Louis J Rogers�foregoing instrument, and acknow edged to me that the same was the act of CSI0�1 Zero Coupon DFW Hospitality SPE Member, LLC, the goveming person of CS1031 Zero Conpon DFW Hospitality ST, LLC, Ehe governing p�rson of, CS1031 Zero Coupon DFW I�ospitality, DST, for the purposes and consideration therein expressed and in the capacify therein stated. GIVEN LTNDER MY HAND AND SEAL OF OFFICE this � day of �..�:� `� �'�t' , 20 , � . ��.��.... �• SA •, . ,• �,'�S ,... hq� � Q": ' � NOTARI'''•: ` • : pUBi,1C • � � REG # 00279695 ; Z n : MY COMMISSION ; z o_ •_ F�'iRES : Revised '•;,�A�TM pF �''��' �� o � ublic in and for t�e�Commonwealth of Virginia Page 5 of 10 Encroachment Assignment Agreement Page 6 of 10 Revised EXECUTED to be effective on the date signed by the City’s Director of Development Services Department APPROVED AS TO FORM AND CITY OF FORT WORTH LEGALITY: __________________________________ _____________________________ Hye Won Kim D.J. Harrell, Director of the City Attorney’s Office ` Development Services Department Date: ______________________________ Date: __________________________ ATTEST: ______________________ Jannette Goodall City Secretary (M&C not Required) Date: _________________ Contract Compliance Specialist: 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. __________________________________________ Development Services Manager Date: ____________________________________ Encroachment Assignment Agreement Page 8 of 10 Revised ***THIS PAGE FOR CITY OF FORT WORTH OFFICE USE ONLY*** 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_____day of _____________, 2025. __________________________________ Notary Public in and for the State of Texas Encroachment Assignment Agreement Page 9 of 10 Revised EXHIBIT A ENCROACHMENT AGREEMENT AND AMENDMENT Page 1 of 16 ' � � FI�G,��EO ��1 �� S�� RIGHT OF WAY ENCROACHMENT AGREEMENT (COMMERCIAL) CITY SECRETARY � CONTRACT N0. % 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 herein by and through its duly authorized City Manager, its duly authorized Assistant City Manager or Planning and Development Department Director, and Hotel Texas Annex, �LC [full legal name], a Umited Li�bility Co. [type of entity] "Licensee", acting herein by and through its duly authorized pa��'� �� [title], the owner of the real property located at $11 CO�#'11'1�fCe tt�8 , 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 far 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/ar occupy portions of the space under, on, and/or above the City's Public Right-of-Way to construcdinstall andJar allow to remain, certain improvements for the purpose of �'� ��n9 �4�(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. ZO15 ROW Encroachment Agreement -Commercial Page 1 of 12 — rev. 02/2015 Description: TX Tarrant Document - Year.Doc2D 2017.162512 Page 1 of 16 Order: 1 Con¢nent: Page 2 of 16 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 applicab(e Director or his or her duIy 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 specifcations. 3. Upon completion of the constructian 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 praper 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 ec{ual 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 ar 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 2015 ROW Encroachment Agreement -Commercial Page 2 of 12 — rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 2 of 16 Order: 1 Con¢nent: Page 3 of 16 made more costly by virtue of the construction, maintenance or existence of the Improvments and use, Licensee shall pay to City an additionai 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 arder to defray all costs of inspectian and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection ar 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-af-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 ROW Encroachment Agreement -Commercial Page 3 of 12 — rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 3 of 16 Order: 1 Con¢nent: Page 4 of 16 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 ar electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall terminate upon 60 days' written natice 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 ar 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 offcer, 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 perfarming same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The doctrine af 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 ROVV Encroachment Agreement -Commercial Page 4 of 12 rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 4 of 16 Order: 1 Con¢nent: Page 5 of 16 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 ASSUIYIES 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 proaf 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 51,000,000 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 af the Public Right-of-Way. All insurance coverage required herein shall include coverage of all Licensees' contractors and subcontractors. 2015 ROW Encroachment Agreement -Commercial Page 5 of 12 . — rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 5 of 16 Order: 1 Con¢nent: Page 6 of 16 16. Licensee agrees to deposit with the City when this Agreement is executed a suffcient sum of money to be used to pay the fees to record this Agreement in the Real Property Records af Tarrant County, Texas. After being recorded, the original shall he returned to the City Secretary of the City of Fort Worth. 17. In any action brought by the City for the enforcement af 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 atl 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 af 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 ROW Encroachment Agreement -Commercial Page 6 of 12 rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 6 of 16 Order: 1 Con¢nent: Page 7 of 16 [SIGNATURES APPEAR ON FOLLOWING PAGE] 2015 ROW Encroachment Agreement -Commercial Page 7 of l2 rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 7 of 16 Order: 1 Con¢nent: Page 8 of 16 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: CITY OF FORT WORTH, Licensee: Hote! Texas Annex, LLC A � � r By: By: �— � Randle Harwood Name: FaNkh ASlam Director Planning and Development Department Date:_ {Z� �r. � � _, 20� �oF.Fo�T� U .•' ��7� *' :Z �, .x ';;: �.. .... . .� 2015 ROW Encroachment Agreement -Commerciai Title: Partner Approved As To Form and Legality �� `�'J � �, � � /,�� , •1 � � ' 1 I �: I ♦ � Page 8 of 12 rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 8 of 16 Order: 1 Con¢nent: A TTL`C�T. Page 9 of 16 STATE OF TEXAS § COUNTY OF TARRANT § T is instru ent ��;�cnowledged before me on � l 3 , 201 `� by - , i�ctor of the Planning and De lopm nt Department of the City of Fort Worth, on behalf the City of Fort Worth. .,,��,"„ lf2MA SAENZ ��p��+P�'�`�° flotary Fublic, S1ate o1 iey�s n::� •• - ,�^�..r�.;�- Comm. Expires Ol-'1_5-2020 '-',;E�o��;�'� Noiary ID 2724984 �„��` - After Recording Return to: Cassandra Foreman � Planning and Development Deparhnent 1000 Throckmorton Street Fort Worth TX, 76102 2015 ROW Encroachnnent Agreement -Commercial � � Notary Public, State of Texas Page 9 of 12 rev. 0212015 Description: TX Tarrant Docvment - Year.DoclD 2017.162512 Page 9 of 16 Order: 1 Coffinent: STATE OF TEXAS COUNTY OF TARRANT Page 10 of 16 �7 BEFORE ME, the undersigned authority, a Notary Public in and for the Sta.te of Texas, on this day personally appeared Farukh Aslam Partner (title), known ta 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 Notel Texas Annex, LLC , a Limited L'tability Co. ', and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this �o? � day of ��r.�P , 20/�. � "�= au�n cHR�-� _;� :: Myr�or�ryio��zsso ya2 990 '`' Expires Au9ust 5, :�� or {�, 2015 ROW Encroachment Agreement -Commercial Notary Public in and for the State of 7exas` Page 10 of 12 rev. 0212015 Description: TX Tarrant Docvment - Year.DoclD 2017.162512 Page 10 of 16 Order: 1 Co�nent: Page 11 of 16 LEGAL DESCRIPTION OF THE PROPERTY Lots 1-8 Block 111, Original Town af Fort Worth, Unrecorded Plat. 2015 ROW Encroachment Agreement -Commercial Page 11 of 12 rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 11 of 16 Order: 1 Con¢nent: Page 12 of 16 EXHIBIT "A" Location and Description of Encroachment and Improvements 2015 ROW Encroachment Agreement -Commercial Page 12 of 12 rev. 02/2015 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 12 of 16 Order: 1 Con¢nent: Page 13 of 16 ATTACHMENT A LOCATION MAP LV Lf—� GRAPHIC SCALE: NQT TO SCALE PROJECT: �� Bni�, HAMPTQN & BROWL�i, IHc. The Commerce LOCATION MAP � ENGINEERING 6t SURVEYING at 811 Commerce SUeet SCALE: NOT TO SCALE SHEET eaoo Ridg�ea amce, sce �oo Fort Worih, TX 7B718 Tel: 877-338-1277 Fax: 817-338�g245 F� WoRh, Texas 76102 DA1E: 6/21�7 Exh C 1. � TBPE Firm OOOD44 E-Meil: mail@bhbinc.mm Web Site: www.bhbinc.com TBPLS FIRM 10011900 DRAWN BY: LM BHB PROJECT No: 2014.183.000 CHECKED BY: TS 1 of 2 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 13 of 16 Order: 1 Con¢nent: IIVIV W � s Page 14 of 16 m �❑ t ❑ W � N � W � � THE �OMMERCE ATTACHMENT A -�,�� ARFJ1 6.2 SF AREA 7.1 SF � .. � �. . _ . _ . . � — . � — — � �—�-. � .. � e � $ � $ � � � � � � � 3 � �° m.o n:p n:o e:p �Gp MCo NCo ...o o�� om� � �� offi� � o�� @� r c c c � I � � r THE COMMERCE I MUU STORY CONC. & GRA TE BUILDING —ENCiRQ�`iHYQ�fT AREi\ 11.5 SF � � � � � � � � � I � � � � �RQA�I1AiENP AREA 7.1 SF � I QiCRO�MCHMENr AREA a.7 SF — \ r—�'� �i ENCROACHMfM AREA 0.7 SF COMMERCE S7REET ENCROACHMENT EXHIBIT DESCRIPTION UANTITY ENCROACHMENT(SFi DOORS 7 VARIES TOTAL = 33.3 � � 3 � 15 0 30 GRAPHICSCALE:1"= 30' ❑ W a . y W � PR°'E°T: ENCROACHMENT EXHIBIT (DOORS) �� BAIRD, HAMPTQN & BROWI�I, INC. The Commerce __ � ENGINEERING &SURVEYING at811 CommerceStreet SCALE: 1�=so�-o' SHEET 6300 Ridglea Place, Ste 700 Fort Worlh, TX 78116 Tel: 857-g38-1277 Fa�c: 877-938-9245 FOrt WOf�h, Texas 76102 DATE: 6/2/17 Exh C 1,� TBPE Firm 000044 E-Mail: meil@bhbinc.com Web Site: www.bhbinc.com TBPLS FIRM 10011300 DRAWN BY: LM BHB PROJECT No: 2074.783.�Q0 CHECKED BY: TS 2 oi 2 Description: TX Tarrant Document - Year.DoclD 2017.162512 Page 14 of 16 Order: 1 Con¢nent: 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 -��,� MARY LOUISE NICHOLSON COUNTY CLERK �`c��.f,' ��Ei�`'e�9e �Ct 28� 2021 ��➢'illlt �0,: �'�� % Titne Received: 2:16 pm Contract No.: 49295-A1 I'IRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 49295 �3iG�i'�' O�+' ��1��' �]�1�R0�1��1��1�1T �a��.�Ei��i�'�' 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 Uy and through its duly authorized City Manager, its duly designated Assistant City Mana�er or Developtnent Services Department Director, hereinafte�• referred to as the "City," and Hotel Texas Annex, LLC acting herein by and tlu•ough its duly authorized partner, hereinafter referred to as "Licensee". R�CITALS �'6'��C+ ��, th� City of T'ort Worih ("City") ancl Lic�,ns�;e rnacl�; aild ent�ered ii�to 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 flie use of public right-of-way for door swings encroaching into the public right of way; and WHEItEAS, the parties wish to amend the Agreement to include "Exhibit A-1" to add seven (71 additional door swin�s encroachin� into tiie public right of way; and �1�i�9��, it is the mutual clesire of City ��iid Lic�;ilsee to execute tl�is Alneuclil�e�lt to tl�c. Agreetnent to revise the exhibit in the Agl�eement to depict the revised encroachment areas, NOVV THEREFORE, City and Licensee, acting herein by and through tlieir duly authorized representatives, enter into the following that amends the Agceement: �, Right of Way Amendment Page 1 of 5 D221317387 Page 2 of 6 66Exhibit A�1" is hereby aitacl�cd hcreto and incorporat�ed hcrein to t�hc Agrc�ement; consisting of atl additional description of the encroaching improvements. � All other }�rovisions of the Agreement which are not expressly amended herein shall remain in filll force and effect EXECUTED on this the 28th day of October , 20 21 [R�l@�IAII�]��33 �I' 'Q'�� A�� T'� �Z�l0��i1�1 k�L,l��1��] Right of VV1y Amendment Pa;c 2 of 5 D221317387 ��'9,�' �I' F'��'�' �%V��'I'�I: DJ Ha�2021 10:48 CDT) DJ Tlal�rcll, i�irector Development Services Department Date: OCt 27, 2021 ��7rove�� a�� t� I+oi•ty� �Y�ci ��alityo � j`� %' _ , � �.z,_ � ', r_ �� > FWBC Sec. 3210 T. Royce Hansen, Assistant City Attorney II City Attoiney's Office Ri�ht of �T��ay Amcndmcnt �,I��I�1��: Hotel Texas Annex, LLC a Texas limited liaUility company � � �/,/,� / £�ti/ ' (�(/.F�i Moveen Aslam Manager Date: / � , � L � � I l�tte�tec� byo �-,�`'` l� �'�` Ronald P. Gonzales Acting City Secretary ��1�TTRA�C'�' ��I�'�PL�AI�� I��1�� e By signing I acknowledge that I am the person responsiUle for the monitoring and Administration of this contract, including ensuring all performance and reporting requirements. �G�i��L /C��QiL� di�L ��/'.Ci��i d`i EvelynRo sonbehalfof(Oct27.20211021CDT) Jai�ie Scarlett Morales Developtnent Manager Pagc 3 of 5 Page 3 of 6 D221317387 Page 4 of 6 sTaTr or I��S COUNTY OF�� BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Mobeen Aslam, Manager 1alown to me to be the person whose uaine is subscribed to the foregoin� instlltment, and acicnowledged to me th�t l�e/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 ��C�, 20 2- � 66ee6e6 ` AIDC ARRIAGA 1 n � Notary PubNc, State of Texas r V � My Comm. Exp. Q5-19-2025 ID Na i3311o84-5 Notary Pul�lic, S ate of Texas Rigllt of ��Vay An�cndmcnt Pa;c 5 of 5 D221317387 Page 5 of 6 STATE OF TEXAS § COUNTY OF TARRANT � BEFORE ME, the undersi�iled authority, a Notary Public iu aud for the �tate o�f Texas, on this day personally appeared DJ I3arrell, lcnown to me to be the person whose name is subscriUed to the foregoing instrument, and acknowledged to me that he/she executed the same for the putposes and consideration therein expressed, as the act and deed of the CITY OF FORT WORTH, and in the capacity therein stated. GTV�N LTND�R MY HAND AND S�AL OF OFFIC� this 27th day of October , 20 21 Digitally signed by Jennifer L. o,�p,RYPUe, JENNIFER L. EZERNACK .lennifer L. Ezernack EZerna�k _ � Notary Public +�* STATE OF TEXAS Date: 2021.10.27 10:54:49 -05'00' NT GV Q Notary I.D. 130561630 9��F� My Comm. Exp. Mar. 1, 2024 Notary Public, state Of Z'eXaS Right of VV�y Amendment Page 4 of 5 D221317387 Page 6 of 6 E�ibit A-1 � � 0 _ U a 0 � U Z W � O 0 � 0 N I � � i � 0 N 0 � U J > i � 0 / 0 0 � O N � � � � � � I � �o Q/ rn�M O / � � O N U ow � U � Y \ � O � L� Q Z W � Z � Z Q � Z �i / ENCROACHMENT EXHIBIT DESCRIPTION HATCH QUANTITY ENCROACHMENT TOTALS (SF� DOORS 7 26 SF CANOPY � 1 243 SF TREE GRATES 6 54 SF LIGHT POST � 4 12.8 SF TOTAL= 335.8 SF W � � y Z � ENCROACHMENT AREA 5.5 SF ENCROACHMENT AREA 5.5 SF ENCROACHMENT AREA 5.5 SF ENCROACHMENT AREA 5.5 SF ENCROACHMENT AREA 1.4 SF ENCROACHMENT AREA 1.4 SF ^ � � � ENCROACHMENT � � ENCROACHMENT V AREA 9.0 SF AREA 9.0 SF ENCROACHMENT COMMERCE STREET AREA 3.2 SF � 0 20 40 80 GRAPHIC SCALE IN FEET I I ENCROACHMENT AREA 9.0 SF ENCROACHMENT AREA 12.2 SF ENCROACHMENT AREA 3.2 SF ENCROACHMENT AREA 9.0 SF ENCROACHMENT AREA 9.a SF ENCROACHMENT AREA 3.2 SF ENCROACHMENT AREA 9.0 SF L ENCROACHMENT I AREA 3.2 SF ENCROACHMENT � AREA 243.0 SF II ��*� � I� � ,�I� ,� =: �� ,� I� �, �� - -- �/ \I�� WW�L�+J� ll �/i-d� ENCROACHMENT EXHIBIT � � � � � � � �E s Z Q � � V `1 W � Q W � � � O �` ^ O � Encroachment Assignment Agreement Page 10 of 10 Revised EXHIBIT B, REVISED CERTIFICATE OF INSURANCE ��R�� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 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 endorsement(s). PRODUCER CONTACT Nanne: Ginn McCarth Brown & Brown RS Insurance Services, LLC PHONE Fax 21650 Oxnard Street, Suite 1600 A�c No exc : 805.336.5426 AIC No : E-MAIL Woodland HIIIs, CA 91367 aooRess: Ginn .McCarth bbrown.com www.bbinsurance.com INSURED Remington Holdings, LP Ashford TRS Pool A, LLC dba Hilton Fort Worth 14185 Dallas Pkwy, Suite 1150 Dallas TX 75254 INSURER(S) AFFORDING COVERAGE a: Safetv National Casualtv Corn (A.M iNsuReR s: Markel American Insurance Co INSURER C : iNsuReR o: Allied World NaYI Assurance Co INSURER E : NAIC # 3est : A++ XV 15105 Best : A XV 28932 . Best : A XV) 10690 GUVtKAGtS ctKiiricAit Num�strt: 86666641 KtVI51UN NUMI3tK: 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 INSD WVD POLICY NUMBER MM/DDIYYYY MM/DDMlYY /� �/ COMMERCIALGENERALLIABILITY � GL6676129 1/1/2025 1/1/2026 EACHOCCURRENCE $2,��,�� CLAIMS-MADE � OCCUR PREM SES�Ea oNcurrDence $ �,OOO,OOO J Innkeepers Liab $1 M MED EXP (Any one person) $ Excluded PERSONAL & ADV INJURY $ 2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE $ZO,OOO,OOO ✓ POLICY � PR� � LOC PRODUCTS - COMP/OP AGG $ 2,000,000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ B � UMBRELLALIAB �/ occuR MKLM6MM70001092 1/1/2025 1/1/2026 EACHOCCURRENCE $10,000,000 EXCESSLIAB CLAIMS-MADE AGGREGATE $'IO,OOO,OOO DED ✓ RETENTION $ � O,OOO $ /� WORKERSCOMPENSATION LDC4050116 1/1/2025 1/1/2026 �/ STATUTE �ERH AND EMPLOYERS' LIABILITY Y I N OFFIC RPMEMBEREXC LUDED?ECUTIVE � N�A E.L. EACH ACCIDENT $ �,OOO,OOO (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ � �� If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $'I OOO OOO D Excess Liabilit 0312-1642 1/1/2025 1/1/2026 15M xs 10M/A DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: 815 Main Street, Fort Worth, TX 76102. Additional Insured to the extent of their interests, where required by written contract: CS1031 Zero Coupon DFW Hospitality, DST, a Delaware statutory trust CERTIFICATE HOLDER City of Fort Worth Contract Management Office PN25-00121 100 Fort Worth Trail Fort Worth TX 76102 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Brown & Brown RSlnsurance Services, LLC � Brown & Brown RS Insurance Services, LLC O 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 86666641 � Liability 1/1/2025-26 $25M � Exc1:AU OT1 OT2 OT3 � Ginny MCCarthy � 8/12/2025 12:31:05 PM (EDT) � Page 1 of 1