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Item 6C (4) HUGHES ,LUCE LLP 1717 Main Street,Suite 2800 ATTORNEYS AND COUNSELORS Dallas,Texas 75201 214,939.5500 214.939.6100 fax April 3,2007 hughesluce.com Ian P. Fredrickson 214.939.5460 Ian.Fredrickson@hughesluce.com Dennis Killough City of Southlake 1400 Main Street Southlake,TX 76092 Re: Encroachment Agreement pertaining to Masco Service Corp.'s dedication of land to the City of Southlake Dear : Mr. Killough, This morning you asked me to explain why we must include a 25-year term in our Encroachment Agreement with the City of Southlake. The purpose of the Encroachment Agreement is to secure the owners' ability to provide necessary parking for tenants of the property while permitting dedication of the Encroachment Area to the City. While you mentioned that the City anticipates making improvements to the Encroachment Area within three years, it is vital that the owners be able to supply parking in this area until such improvements are constructed. The Agreement requires that the owners locate alternative parking upon termination. A shorter term would accelerate this burden upon the owners and may create an untenable business situation if alternative arrangements are not immediately identified. Tenants cannot operate their business without adequate parking and it would advantage both the owners and the City to allow the owners as much time as possible to obtain additional parking. Once public improvements are made or if the area is needed for a public purpose, the City shall have the ability to terminate the Agreement, according to its terms, upon 90 days' written notice if any public use conflicts with the owners' use of the Area as long as such termination is reasonable. These provisions afford ample protection of the City's interests. The owners will be dedicating a sizable portion of land to the City for a trail system and public right-of-way. The City has previously executed an Encroachment Agreement with a 25-year term, and we would like to be treated fairly based on what we are prepared to give to the City. Thank you and I look forward to meeting you this evening. Sincerely, Ian P. Fredrickson 013629.00001:1026249.01