HomeMy WebLinkAboutContract 49105-CA3-UDate Received: 11-11-2024 Record Number: PN24-00063
Time Received: 3:56 p.m. City Secretary Number: 49105-CA3
ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT
City Secretary Contract No. 49105
THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is
made and entered into as of this 11tn day of November , 2024 _, by and between
the CITY OF FORT WORTH, a Texas home -rule municipal corporation ("City"), SM
Real Estate Portfolio, LLC, a Delaware limited liability company("Assignor"), and AV
Xander, LLC, a - Texas 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. 49105 (the "Encroachment Agreement"), on the 13th day of November, 2023, 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 16th day of November,
2023, as Instrument No. D223205153 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.
Encroachment Assignment Agreement OFFICIAL RECORD Pagel of 9
CITY SECRETARY Rev 12/2022
FT. WORTH, TX
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 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 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
Development Services Department
200 Texas Street
Fort Worth TX 76102
Attention: Director
Assignor
16504 Goddard St
Overland Park, KS 66221
Assignee
286 N Main St STE 301
Spring Valley, NY 10977
Encroachment Assignment Agreement Page 2 of 9
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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
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ASSIGNOR:
SM Real Estate Portfolio, LLC
a Delaware limited liability company
By: 1 J
Name: Mukesh Goel
Title: Manager
Date: 10 1 1 0 17
STATE OF ��- W,—S«> §
COUNTY OF
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
, on this day personally appeared Mukesh Goel, Manager known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or
she executed the same for the purposes and consideration therein expressed, as the act and deed
of SM Real Estate Portfolio, LLC, a Delaware limited liability company, and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this C:'day of
202�+
i
REX L HUITT
Notary Public in and for the Notary Public - State of Kansas
My State of Appointment Expires / 7-> 7
�� S S
Encroachment Assignment Agreement Page 4 of 9
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ASSIGNEE:
AV Xander, LLC
a Texas limited liability company
by: Bartlett Lonestar, LLC
a Texas limited liability company
its manager
By: / X
Name: Stuart Englard
Title: Manager �p
Date:
STATE OF Z�� \�ol� §
COUNTY OF�������
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
NI , on this day personally appeared Stuart Englard, Manager known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or
she executed the same for the purposes and consideration therein expressed, as the act and deed
of AV Xander, LLC, a Texas limited liability company, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
Qz--11" , 20QA .
ar Public in and for the
State of ► V c,�� tk\C
APPROVED AS TO FORM AND
Joseph M. Nussbaum
Notary Public, State of New York
No. 01 NU5080263
Qualified in Rockland County
Commission Expires June 16, 20 a'7
CITY OF FORT WORTH
Encroachment Assignment Agreement
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EXECUTED to be effective on the date signed by the City's Director of Development Services Department
LEGALITY:
OalfOn T. lfarrell
Dalton J. Harrell (Nov 11, 2024 15:23 CST)
DJ Harrell, Director
Hye Won Kim Development Services Department
Assistant City Attorney
City Attorney's Office
Date: Nov 11, 2024
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ATTEST:
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Jannette Goodall
City Secretary
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
o reporting requirements.
Rebecca Diane Owen (Nov 11, 2024 14:52 CST)
Rebecca Owen
Development Manager
STATE OF TEXAS § OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Encroachment Assignment Agreement Page 6 of 9
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COUNTY OF TARRANT §
This instrument was acknowledged before me on the 11th of November 2024 by DJ
Harrell, Director, 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.
WENDY L BEARDSLEE i
o�PRYp
a
Notary Public
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STATE OF TEXAS
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Notary I.D. 13323719-3
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. . . . .
My Comm. Exp. July 28, 2025
. . . . . . . . . .
Encroachment Assignment Agreement
�..nr Swe
Wendy Beare (Nov 11, 202415:29 CST)
Notary Public, State of Texas
Page 7 of 9
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EXHIBIT A
ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS
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Tarrant County Clerk
Certification Date:8119/2019
CrNSECRUARY
CONTRACT NO. ,IS
EASEMENT ENCROACIjMENT LICENSE AGREEMENT
�+orrnnercia(
THIS AGREEMENT is made and entered Into by and between THE CITY OF
FORT WORTH, a home rule municipal corporation of Tarrant County, Texas ("City"),
acting by and through its duly authorized City Manager, its duly designated Assistant
City Manager or Plaiting and Development Director, and S2 Realm, LLC, a Texas
limited liability company ("Licensee"), acting by and through its duly authorized Marc
Everett, Vice President, owner of the real property located at 2508 Rldgntar Blvd., Fart
Worth, TX 7611.6 ("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 water and sanitary sewer easement recorded in
Volume 3990, Page 597, DRTCT (the "Easement") in the Property as shown on the map
attached to this Agreement as Exhibit "A/l and incorporated herein for all purposes; and
WHEREAS, Licensee desires to construct/place and maintain certain
improvements which will encroach onto the Easement; 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, TkJEREFORE, die City and Licensee agree as follows:
AGREEMENT
ft#
City, in consideration of the payment by the 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 and occupy a portion of the City's
Easement for the purpose of construction of a monument sign (the "Encroachment")
as described in and at the location shown on Exhibit "A" but only to the extent shown
thereon. Upon completion of the Encroachment, Licciisee agrees to be responsible for
maintaining the Encroachment within and above the Easement. Licensee shall not
expand or otherwise cause the Encroachment to further infringe In or on City's Easement
beyond what is 6pecifrcally described in the Exhibit(s) attached hereto.
2015 Easement Encroacbmenl Agreement
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EXHIBIT A
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Certification Dato:8/19/2019
All construction, maintenance and operation in connection with such
Encroachment, 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
directigns of the Director of the Transportation and Public Works or the Director of the
City's Water Department, 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 Encroachment. Licensee shall not
commence construction of the Encroachment 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 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 Encroachment 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
made more cosily by virtue of the construction, maintenance or existence of the
Encroachment 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.
4.
Licensee agrees to pay to City at the time this 'Agreement is requested an
application fee of S325.00 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.
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Yerffy Cer11ficallon at https:/Aorecordsonline.com
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Tarrant County Cler6
Certification Date:8/19/2019
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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 with 30 days after written notice specifying the same, or having so
commenced, thereafter fails to proceed diligently and with continuity to remedy some,
6.
It is further understood and agreed between the parties hereto that the Easement 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 Easement as have been delegated to it by the
Constitution of the State of Texas or by the Texas Legislature; and that City cannot
contract away its duty and its legislative power to control the Easement 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 Easement to be used for any other public purpose, that does not preclude the use of
the Encroachment on the Property, including but not being limited to underground,
surface or overhead communication, drainage, sanitary sewerage, transmission of natural
gas or electricity, or any other public purpose, whether presently contemplated or not,
that the parties agree to negotiate in good faith in order to accommodate the
Encroachment and the public purpose.
7.
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 HIND OR CHARACTER,
ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION,
MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF THE
ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT
CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, ELECTED OFFICIALS, OR INVITEES OF THE CITY; AND
LICENSEE HE, 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
2015 Easement Encroachment Agreement -Commercial Page 3 of 11
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A True and Correct Copy of Original Record Filed in Tenant County, TEXAS Tarrant County Clem
Yer(%y Cerl(fieadon at hap JAcrecordsonline.com Certification Date:8/19/2019
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OF OR IN CONNECTION WITH THE ENCROACHMENTS AND ANY AND
ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, OR INVITEES.
8.
While this Agreement is in effect, Licensee agrees to furnish City with a
Certificate of Insurance naming City as certificate holder, as proof that It has secured and
paid for a policy of public liability insurance covering all public risks related to the
proposed use and occupancy of public property as located and described in Exhibit "A".
The amounts of such insurance shall be not less than
$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
Immediately 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 Cerlificate 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 awdversary date of the
execution of this Agreement
Licensee agrees, binds and obligates itself, its successors and assigns, to maintain
and keep hi force such public liability insurance at all times during the term of this
Agreement and until the removal of the Encroachment and the cleaning and restoration of
the Easement. All insurance coverage required herein shall include coverage of all
Licensees' contractors and subcontractors.
9.
Licensee agrees to deposit with City when this Agreement is executed a sufficient
sum of money to be used to pay necessary fees to record this Agreement in the Real
Property Records of Tarrant County, Texas. After being recorded, the original shall be
returned to the City Secretary of the City of Fort Worth.
10.
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 Encroachment and uses.
2015 Easement Encroachment Agreement -Commercial Page 4 of i t
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A True and Correct Copy of Original Record Filed in Tarrant County, TEXAS
Vero, Ceriffication at https:lltcrecordsonline.com
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Tarrant County Cler..
Certification Date:8/19/2019
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11.
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.
12.
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.
13,
Licensee agrees and acknowledges that this Agreement is solely for the purpose
of pemutting Licensee to construct, maintaitl and locate the Encroachment over or within
the Easement and is not a conveyance of any right, title or interest in or to the Easement
nor is it meant to convey any right to use or occupy property in which a third party may
have an interest, Licensee agrees that it will obtain all necessary permissions before
occupying such property.
14.
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.
15.
The parties agree that the duties and obligation contained Sections 3 and A shall
survive the termination of this Agreement.
16.
Licensee covenants and agrees that it will not assign all or any of its rights,
privileges or duties under this Agreement without the written approval of City, and any
attempted assignment without such written approval shall be void. In the event Licensee
conveys the Property, Licensee may assign all of its rights and obligations under this
Agreement to the new owner of the Property, and Licensee shall be deemed released
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
2015 Easement Encroachment Agreement -Commercial Page 5 of 11
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Tarrant County Cleric
Certification Dato:8/19/2019
said lender notifies City in writing within 60 days of such lbreclosure 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.
17.
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.
18.
This Agreement shall be binding upon the parties hereto, their successors and
assigns.
SIGNATURES APPEAR ON FOLLOWING PAGE]
2015 Basement Encroachment Agreement -Commercial
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Rcv. 02/2015
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Tarrant County Clern �yy v�
Certification1Date:8/19/2019
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
CI1
By:
litreclor
Planning and Development
Dote:
ATTEST:
City Secre
Licensee:
S2 REALM, LLC
By: 7c'W&
Name: Scott Everett
Title: Manager
Approved As To Fomi and Legality
Assistant Ci ttomey
2015 Easoment Encroachment Agreemont -Commercial Pago 7 of 11
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A True and Correct Copy of Original Record Filed In Tarrant County, TEXAS Tarrant County ClerK
Yef y Certoeation at https:/Acrecordsontine.com Certification Date:B(14/2014
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STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on !)•%J / 5 , 2011
by Randle Harwood, Director of the Planning and Developr nt Department of the City
of Fort Worth, on behalf the City of Fort Worth.
Notary Public, State of Texa
IRMA SAENL
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After Recording Return to:
Cassandra Foreman
Planning and Development Department
1000 Throckmorton Street
Fort Worth TX, 76102
2015 Basement Encroachment Agreement -Commercial Page 8 of 11
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A True and Correct Copy of Original Record Filed in Tarrant County, TEXAS Tarrant County Clem
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LEGAL DESCRIPTION OF THE PROPERTY
PATE, PETERSON SURVEY Abstract 1202 Tract 4G
20)5 Easement Encroachment Agroement -Commercial Page 10 of 11
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A True and Correct Copy of Original Record Filed in Tarrant County, TEXAS Tarrant County Clerk
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EXHIBIT "A"
Map of Encroachment and Easement
(see attached)
2015 Easement Encroachment Agreement -Commerelat Page 11 of I 1
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A True and Correct Copy of Original Record Filed in Tarrant County, TEXAS Tarrant County Clerf
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Encroachment Assignment Agreement Page 9 of 10
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