HomeMy WebLinkAboutContract 38860-CA1Date Received: 4/6/2023
Time Received: 10:12 a.m.
Record Number: PN22-00130
City Secretary Number: 38860-CAl
ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT
City Secretary Contract No. 38860
THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is
made and entered into as of this 7th day of April , 20 23 , by and between the CITY
OF FORT WORTH, a Texas home -rule municipal corporation ("C"), Carlyle/Cypress West
7t", LP, a Delaware limited partnership ("Assignor"), and Block Younger, LLC, a limited
liability company ("Assignee"). Sometimes herein City, Assignor, or Assignee may also be
referred to individually as a "Party" or collectively as the "Parties."
WITNESSETH:
WHEREAS, the City entered into an Encroachment Agreement, City Secretary Contract
No. 38860 (the "Encroachment Agreement"), on the 22nd day of July, 2009, with Assignor, the
owner of certain real property more particularly described in the attached Legal Description (the
"Property") located adjacent to or near the City's right-of-way on which the encroachments are
located. The encroachments are more particularly described in the Encroachment Agreement,
attached hereto as "Exhibit A" and incorporated herein by reference for all purposes, and are
referenced therein and herein as the "Improvements";
WHEREAS, the Encroachment Agreement was recorded the 71n day of July, 2009, as
Instrument No. D209203747 in the Real Property Records of Tarrant County, Texas;
WHEREAS, Assignor desires to assign the Encroachment Agreement to Assignee.
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 it 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
Encroachment Assignment Agreement OFFICIAL RECORD Page 1 of 9
CITY SECRETARY Rev 04/2020
FT. WORTH, TX
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 with 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 Parry 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
Parry at the address set out below or at such other address as the receiving Parry designates by
proper notice to the sending Party.
Ci1y
Development Services Department
200 Texas Street
Fort Worth TX 76102
Attention: Director
Assignor
Carlyle/Cypress West 7t'° LP
816 Foch Street
Fort Worth, TX 75201
Attn: Stacy Hollingsworth
Encroachment Assignment Agreement Page 2 of 9
Rev 04/2020
Assignee
Block Younger, LLC
14643 Dallas Pkwy Ste 950, LB58
Dallas, TX 75254
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
Encroachment Agreement is hereby deleted and replaced with the attached Certificate of Insurance
from the Assignee as "Exhibit B, Revised."
12. 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.
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 which may be evidenced by one counterpart.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
Encroachment Assignment Agreement Page 3 of 9
Rev 04/2020
ASSIGNOR:
Carlyle/Cypress West 7t', LP,
a Delaware limited partnership
by: Carlyle/Cypress West 71l' GP, LLC,
a Delaware limited liability company, its general partner
by: Carlyle/Cypress Retail I, LP,
a Delaware limited partnership, its sole member
by: Carlyle Retail I GP, LLC,
a Delaware limited liability company, its general partner
By: 04r --
Name: JADE NEWBURN
Title: AUTHORIZED PE SO
Date:
STATE OFWaSilington, §
District of Columba
COUNTY OF §
This instrument was acknowledged before me byas the Lef/� 47/ ofj6y,
CarI9 i ' &Ca o�%n/j behalf of said corporation.
1 to f! I s`r 1 119�� _Z1,41,441 ANAW11
Notary Publ c,.�ta+P-�-�
STACY M. WEINER
NOTARY PUBLIC DISTRICT OF COLUMBIA
My Commission Expires November 30, 2026
Encroachment Assignment Agreement
Page 4 of 9
Rev 04/2020
ASSIGNEE:
Block Younger I,I_,C,
a Delaware limited liability company
By: —AL--y
Name: U eV
Title: Q
Date: Mkyd) to, 2-023
State of Te)Os
(� ss:
County of Q6UL �CL9 )
On this IQ_ day of M OL 2023, this instrument was acknowledged before me, the
undersigned, notary public, personally appeared 1A0a\.UYl , the Co- KCS0Cign-r of
BLOCK YOUNGER LLC, a Delaware limited liability compdny, on behalf of said limited liability
company.
Notary Public
My Commission Expires: F %•�
[Notarial Seal] ����PYP��i VICKIE WILTCHER
Notary Public, State of Texas
Comm. Expires 03-16-2023
Notary ID 130154090
Encroachment Assignment Agreement Page 5 of 9
Rev 04/2020
APPROVED AS TO FORM AND
LEGALITY:
CITY OF FORT WORTH
DJ Harrell (Apr 5, 2023 09:30 CDT)
FWBC Sec. 3210 DJ Harrell, Director
Thomas Royce Hansen, Assistant City Attorney Development Services Department
City Attorney's Office
Date: Apr 3, 2023
ATTEST:
Jannette Goodall
City Secretary
(M not Required)
Date: Apr 6, 2023
Date: Apr 5, 2023
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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.
xtek� uAcu�eu ( &WZ424
Bichson Nguyen (o ehalf of) (Apr 4, 2023 09:29 C )
Date: Apr 4, 2023
Rebecca D. Owen
Development Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Encroachment Assignment Agreement Page 6 of 9
Rev 04/2020
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on Y�j`, 20Q3by DJ
Harrell, as the Director of the Development Services Department of the City of Fort Worth, a Texas
municipal corporation on behalf of the City of Fort Worth.
Sawa
'1kr►��,, BROOKE BONNELL
�t,Notary Public, State of Texas
Comm. Expires 10-11-2020
;;���.� Notary ID 134009525
Encroachment Assignment Agreement
Notary Public, State of Texas
Page 7 of 9
Rev 04/2020
EXHIBIT A
ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS
Encroachment Assignment Agreement Page 8 of 9
Rev 04/2020
CITY SECRETARY
CONTRACT NO.
ENCROACHMENT AGREEMENT
STATE 01= TEXAS §
COUNTY OF TARRANT §
THIS AGREEMENT is made and entered into by and between the City of
Fort Worth, a municipal corporation of Tarrant County, Texas, acting herein by
and through its duly authorized Planning and Development Department Director,
hereinafter referred to as the "City', and CarlyleZCypress
West 7th, LP, a Delaware limited partnership
1
acting herein by and through its duly authorized general partner
hereinafter referred to as "Grantee", Owner of the property located at
2672 Crockett ("Property").
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o7
WITNESSETH:
For and in consideration of the payment by Grantee of the fee set out
below and the true and faithful performance of the mutual covenants herein
contained, City hereby grants to Grantee permission to construct/ install and/or
allow to remain, Improvement(s) ("Improvement") that encroaches upon, uses
and/or occupies portions of the space under, on andlor above the streets, alleys,
1 07-20-09 P02=14 IN
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sidewalks and other public rights -of -way, such Improvement(s) are described as
follnws- See Attached Signage Package
The location and description of said Improvement and the encroachment is more
particularly described in Exhibit "A", attached hereto, incorporated herein and
made a part hereof for all purposes.
2.
All construction, maintenance and operation in connection with such
Improvement, use and occupancy shall be performed in strict compliance with
this Agreement and the Charter, Ordinances and Codes of the City and in
accordance with the directions of the Director of Transportation and Public Works
of City, or his duly authorized representative. All plans and specifications thereof
shall be subject to the prior written approval of the Director of Transportation and
Public Works, or his duly authorized representative, but such approval shall not
relieve Grantee of responsibility and liability for concept, design and computation
in preparation of such plans and specifications.
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3.
Upon completion of construction and installation of said Improvement and
thereafter, there shall be no encroachments in, under, on or above the surface
area of the streets, alleys, sidewalks and other public rights -of -way involved,
except as described herein and shown on the hereinabove referred to Exhibit "A".
4.
Grantee, at no expense to the City, shall make proper provisions for the
relocation and installation of any existing or future utilities affected by such
encroachment use and occupancy, including the securing of approval and
consent from the utility companies and the appropriate agencies of the State and
its political subdivisions. In the event that any installation, reinstallation,
relocation or repair of any existing or future utility or improvements owned by,
constructed by or on behalf of the public or at public expense is made more
costly by virtue of the construction, maintenance or existence of such
encroachment and use, Grantee shall pay to City an additional amount equal to
such additional cost as determined by the Director of Transportation and Public
Works of the City, or his duly authorized representative.
5.
City may enter and utilize the referenced areas at any time for the purpose
of installing or maintaining improvements necessary for the health, safety and
welfare of the public or for any other public purpose. In this regard, Grantee
understands and agrees that City shall bear no responsibility or liability for
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damage or disruption of improvements installed by Grantee or its successors, but
City will make reasonable efforts to minimize such damage.
A
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,
Grantee agrees to pay to City at the time this Agreement is executed a fee in the
sum of one Hundred seventy Dollars ($ 170. 00).
7.
The term of this Agreement shall be for thirty years, commencing on the date this
Agreement is executed by the City of Fort Worth.
A
Upon termination of this Agreement, Grantee shall, at the option of City
and at no expense to City, restore the public right-of-way and remove the
Improvement encroaching into the public right-of-way, to a condition acceptable
to the Director of Transportation and Public Works, or his duly' authorized
representative, and in accordance with then existing City specifications. It is
understood and agreed to by Grantee that if this Agreement terminates and
Grantee fails to remove the Improvement, Owner hereby gives City permission to
remove the Improvement and any supporting structures and assess a lien on the
Property for the costs expended by the City to remove such Improvement.
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a
It is further understood and agreed upon between the parties hereto that
the public rights -of -way, alleys, sidewalks ("public right-of-way") to be used and
encroached upon as described herein, are held by City as trustee for the public;
that City exercises such powers over the public right -of way as have been
delegated to it by the Constitution of the State of Texas or by the Legislature; and
that City cannot contract away its duty and its legislative power to control the
public right-of-way for the use and benefit of the public. It is accordingly agreed
that if the governing body of City may at any time during the term hereof
determine in its sole discretion to use or cause or permit the right of way to be
used for any other public purpose, including but not being limited to underground,
surface of overhead communication, drainage, sanitary sewerage, transmission
of natural or electricity, or any other public purpose, whether presently
contemplated or not, that this Agreement shall automatically terminate.
10.
Grantee understands and agrees that the granting of any encroachment
hereunder is not meant to convey to Grantee any right to use or occupy property
in which a third party may have an interest, and Grantee agrees that it will obtain
all necessary permission before occupying such property.
5
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11.
Grantee agrees to comply fully with all applicable federal, state and local
laws, statutes, ordinances, codes or regulations in connection with the
construction, operation and maintenance of said Improvement, encroachment
and uses.
12.
Grantee 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.
Grantee 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 Grantee 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 respondent superior shall
not apply as between City and Grantee, its officers, agents, servants, employees,
contractors and subcontractors, and nothing herein shall be construed as
creating a partnership or joint enterprise between City and Grantee.
14.
GRANTEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
6
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OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS
ANDIOR 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 SAID IMPROVEMENT AND
ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT
CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES OF THE CITY; AND
GRANTEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
SUCH CLAIMS OR SUITS. GRANTEE SHALL LIKEWISE ASSUME ALL
LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY
AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR
IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF GRANTEE,
ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, INVITEES, OR TRESPASSERS.
15.
While this Agreement is in effect, Grantee agrees to furnish City with a
Certificate of Insurance, naming City as certificate holder, as proof that it has
secured and paid for a policy of public liability insurance covering all public risks
related to the proposed use and occupancy of public property as located and
i7
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described in Exhibit "A". The amounts of such insurance shall be not less than
the following:
$1,000,000 Commercial General Liability
with the understanding of and agreement by Grantee that such insurance
amounts shall be revised upward at City's option and that Grantee shall so revise
such amounts immediately following notice to Grantee of such requirement.
Such insurance policy shall provide that it cannot be canceled or amended
without at least ten (10) days prior written notice to the Building Official of the City
of Fort Worth. A copy of such Certificate of Insurance is attached as attached as
Exhibit "B". Grantee agrees to submit a similar Certificate of Insurance annually
to City on the anniversary date of the execution of this Agreement.
Grantee agrees, binds and obligates itself, its successors and assigns, to
maintain and keep in force such public liability insurance at all times during the
term of this Agreement and until the removal of all encroachments and the
cleaning and restoration of.the city streets. All insurance coverage required
herein shall include coverage of all Grantee's contractors.
16,
Grantee agrees to deposit with the City when this Agreement is executed
a sufficient sum of money to be used to pay necessary fees to record this
Consent Agreement in its entirety in the deed records of Tarrant County, Texas.
After being recorded, the original shall be returned to the City Secretary of the
City of Fort Worth, Texas
17.
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In any action brought by the City for the enforcement of the obligations of
Grantee, City shall be entitled to recover interest and reasonable attorney's fees.
18.
"Grantee may not assign or otherwise transfer any of its rights or obligations under this
contract unless specifically authorized in writing by the City, which authorization shall
not be unreasonably withheld; provided, however, that Grantee may make such an
assignment of its rights if in connection with the sale, lease or mortgaging of the Property
without the prior written consent of City, provided, that upon such assignment, Grantee
shall notify City within sixty (60) days of said assignment. If the City fails to receive
notice of the assignment within sixty (60) days such assignment shall be void and
Grantee shall remain liable to City for any failure to perform hereunder by the assignee,
and this provision shall thereafter be applicable to Grantee and such assignee."
19.
THE PARTIES AGREE THAT THE DUTIES AND OBLIGATION
CONTAINED IN PARAGRAPH 8 SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
20.
This Agreement shall be binding upon the parties hereto, their successors
and assigns.
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EXECUTED this(day of
City
City of Fort Worth
By:AL,� DAM-1,6-
Susan a ,
Director
Planning and Development
ATTEST:
IM'Iw
TA I
MAN
k NO �-, ONE 'Ar'AA0
E�EREQu,[RED
Grantee (Business Name)
By:
See Attached Signature Block
Name:
Title:
Approved As To Form And Legality
Assistant City Attorney
10
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CARLYLE/CYPRESS WEST 7TH, LP,
a Delaware limited partnership
By: Carlyle/Cypress West 7`h GP, LLC,
a Delaware limited liability company
By: Carlyle/Cypress Retail I, LP,
a Delaware limited partnership
By: Cypress Equities, LLC,
a Texas limited liability ompany,
its general ner
r
By:
Brian Parro
Vice President/CFO
*TRC* TARRANT Doc: 000203747 Date: 07/31/2009 Vol: 0000000 Page: 00000 Page: 11 Of 19
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 Susan Atanis, 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 day of
20.
Notary Pu in and for the
State of Texas
ANG11A ESIRADA
fJotary Public, State of Texas
•5;��F My commission Expires
August 21. 2011
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STATE OF TEXAS §
DALLAS
COUNTY OF TARRAW= §
BEFORE ME, the undersigned authority, a Notary Public in and for the
State of Texas, on this day personally appeared Brian Parro , Vice President/CFO
or cypress qul a.es, LC
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
Cypress Equities, LLC, the general*
and in the capacity therein
* partner of Carlyle/Cypress Retail I, L.P., the sole member
stated. of Carlyle/Cypress West 7th GP, LLC, the general partner of
Carlyle/Cypress West 7th, L.P.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 22nd day of
June 2009
' tiCRRILEE WAGON
tn. Gomn*Won Expires
May 31. 2010
12
Notary Public in a d for the
State of Texas
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EXHIBIT B
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*TRC* TARRANT Doc: 000203747 Date: 07/31/2009 Vol: 0000000 Page: 00000 Page: 18 Of 19
By:
CITY OF FORT WORTH
1000 THROCKMORTON ST
FT WORTH TX 76102
Submitter: CITY OF FORT WORTHIDEVELOPMENT S PLANNING
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
filed For Registration: E09203747
311200910:38 AM
- - ins rimnent #:
A / 19 PGS $84.00
D209203747
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Printed by: DS
*TRC* TARRANT Doc: 000203747 Date: 07/31/2009 Vol: 0000000 Page: 00000 Page: 19 Of 19
EXHIBIT B, REVISED
CERTIFICATE OF INSURANCE
Encroachment Assignment Agreement Page 9 of 9
Rev 04/2020