HomeMy WebLinkAboutContract 46410-CA3 Date Received: 11/10/21 Permit Number: PN21-00149
Time Received: 12:55 pm City Secretary No.: 46410-CA3
ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT
City Secretary Contract No. 46410
THIS ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT
("Assignment") is made and entered into as of this 8th day of November 1 2021 1 by and
between the CITY OF FORT WORTH, a Texas home-rule municipal corporation (" Lq"),
KRE Topaz Sovereign Owner, LLC, a Delaware limited liability company ("Assignor"), and,
West Shore Sovereign LLC, a Delaware limited liability company, Bass Sovereign LLC, a
Delaware limited liability company and Andover Sovereign LLC, a Delaware limited liability
company, as Tenants in Common (collectively the "Assignees"). Sometimes herein City,
Assignor, or Assignees may also be referred to individually as a "Party" or collectively as the
("Parties").
WITNESSETH:
WHEREAS, the City entered into an Easement Encroachment License Agreement,
City Secretary Contract No. 46410 — CA2 (the "License Agreement") with FW Tarrant
Partners, LLC, a Georgia limited liability company, dated February 10, 2015 as recorded in
County Clerk's Document No. D215031069, as assigned by that certain Assignment and Consent
of Encroachment Agreement from FW Tarrant Partners, LLC to BR Carroll Keller Crossings,
LLC, a Delaware limited liability company, as recorded in County Clerk's Document No.
D216019568 (the "First Assignment and Consent"), and as further assigned by that certain
Assignment and Consent of Encroachment Agreement from BR Carroll Keller Crossings, LLC
to Assignor as recorded in County Clerk's Document No. D219267404 (the "Second
Assignment and Consent" and together with the License Agreement and First Assignment and
Consent, the "Encroachment Agreement"), as the owner of certain real property more
particularly described in the attached Legal Description (the "Property") located adjacent to or
near the City's easement 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, Assignor desires to assign the Encroachment Agreement to Assignees.
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:
OFFICIAL RECORD
Encroachment Assignment Agreement CITY SECRETARY
PN21-00149 FT. WORTH, TX
1. Assignor hereby assigns, transfers, and conveys all rights and interests and
delegates it duties and obligations under the Encroachment Agreement to Assignees.
2. Assignees hereby accept 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 Assignees' 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 Assignees.
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 Assignees 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 (1) 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.
Citv
Development Services Department
200 Texas Street
Fort Worth TX 76102
Assignoor
Encroachment Assignment Agreement Page 2 of 11
PN21-00149 Rev 04/2020
KRE Topaz Sovereign Owner LLC
3301 West End Avenue, Suite 200
Nashville, TN 37203
Assignees
West Shore Sovereign LLC, a Delaware limited liability company,
Bass Sovereign LLC, a Delaware limited liability company, and
Andover Sovereign LLC, a Delaware limited liability company,
as tenants in common
c/o West Shore LLC
One International Place, Suite 3900
Boston, MA 02110
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. Assignees shall cause this Assignment to be filed of record at Assignees' 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 Assignees 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 11
PN21-00149 Rev 04/2020
ASSIGNOR:
KRE TOPAZ SOVEREIGN OWNER LLC,
a Delaware limited liability company
B .
Name: Paul Wasserman
Title: Vice President
STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me by Paul Wasserman, as the Vice President
of KRE TOPAZ SOVEREIGN OWNER LLC,a Delaware limited liability company,on behalf
of said corporation.
11 %0111Illlllr/��
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PVBR�T� otat Pub State of Texas
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x` [SIGNATURES CONTINUE ON FOLLOWING PAGE]
�IINIjNH111
Encroachment Assignment Agreement OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ASSIGNEE:
West Shore Sovereign LLC,
a Delaware limited liability company
By: 1 {
Name: Lee E. Rosenthal
Title: President
NOTARY ACKNOWLEDGEMENT
STATE OF As
COUNTY OF S'AJ L
On this Z19 day of _ �bew- , 2021, before me, the undersigned officer,
personally appeared Lee E. Rosenthal on behalf of West Shore Sovereign LLC, a Delaware
limited liability company (the "Company"), being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the Company as such
President of the Company.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission expires: Z
DAVID J. SAM
ufcoNotary PublicYMONWNotaFALTH Of MASSACPublic
HUSETfS
My Commission Expires
May 17, 2024
OFFICIAL RECORD
Encroachment Assignment Agreement CITY SECRETARY
PN21-00149
FT. WORTH, TX
ASSIGNEE:
Bass Sovereign LLC,
a Delaware limited lia ility company
By- 1, ifT
Name: Lee E.Rosenthal
Title: President
NOTARY ACKNOWLEDGEMENT
STATE OF a 65 aCL&F1&,
COUNTY OF Sk
On this Z.6 day of _� �)p(,r 2021, before me, the undersigned officer,
personally appeared Lee E. Rosenthal on behalf of Bass Sovereign LLC, a Delaware limited
liability company(the"Company"), being authorized so to do, executed the foregoing instrument
for the purposes therein contained by signing the name of the Company as such President of the
Company.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission expires: 1 ^v / ! Z
DAV16 J. SACCO
Notary Public
Uf
COM110MwEM.Tt1 of MASSACNUS1i1TS
My Commission Expires
May 17, 2024
OFFICIAL RECORD
Encroachment Assignment Agreement CITY SECRETARY
PN21-00149
FT. WORTH, TX
ASSIGNEE:
Andover Sovereign LLC,
a Delaware limited liability company
BY: 4zm
Name: Lee E. Rosenthal
Title: President
NOTARY ACKNOWLEDGEMENT
STATE OF_66"04
COUNTY OFi�1�M
On this Zd day of 19C40&1V 2021, before me, the undersigned officer,
personally appeared Lee E. Rosenthal on behalf of Andover Sovereign LLC, a Delaware limited
liability company(the"Company"),being authorized so to do, executed the foregoing instrument
for the purposes therein contained by signing the name of the Company as such President of the
Company.
1N WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission expires: I
OAVID J. SACCO
Notary Pualic
COMMOWWMTH OF MASSACHUSETTS
My Commission Expires
Ulf May 17, 2024
OFFICIAL RECORD
Encroachment Assignment Agreement
CITY SECRETARY
PN21-00149 FT. WORTH, TX
APPROVED AS TO FORM AND CITY OF FORT WORTH
LEGALITY:
DJ Ha02112:25 CST)
FWBC Sec. 3210 DJ Harrell, Director
Thomas Royce Hansen, Assistant City Attorney Development Services Department
City Attorney's Office
Date: Nov 5,2021 Date: Nov 8,2021
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ATTEST: ��o o0
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Ronald P. Gonzales, Acting City Secretary �4 °°00000000°°
[No M&C Required] �a�
Date: Nov 9,2021
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.
3"011 c2sr�arn��sar'�
Janie S. Morales
Development Manager
Date: Nov 5,2021
OFFICIAL RECORD
Encroachment Assignment Agreement CITY SECRETARY
PN21-00149 FT. WORTH, TX
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on November the 8th 2021 by DJ
Harrell, Interim 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.
o,�pRYPGe/ WENDY L BEARDSLEE Wendy Beardslee
L Digitally signed byWendyL
2 a Notary Public
*®* STATE OF TEXAS Beardslee Date:2021.11.0816:44:40
06 ao
,9�oF�P Notary I.D. 13323719-3
My Comm.Exp.July 28,2025 Notary Public, State of Texas
OFFICIAL RECORD
CITY SECRETARY
Encroachment Assignment Agreement FT. WORTH, TX
PN21-00149 Rev 04/2020
EXHIBIT A
ORIGINAL AGREEMENT WITH ATTACHED EXHIBITS
Encroachment Assignment Agreement Page 10 of 11
PN21-00149 Rev 04/2020
CITY sErr ww
CONTRACT
EASEMENT ENCROACHNIENT LICENSE AGREEMENT
Commercial
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 Planning and Development Director, and FW Tarrant
Partners, LLC, a Georgia Limited Liability Company by Morrow Investors, Inc., a
Georgia Corporation, its sole member, hereinafter referred to as "Licensee", owner of the
property located at 5301 ,North Tarrant Parkway Fort Worth, TX 76244("Property"').
RECITALS
WHEREAS, Licensee is the owner of certain real property described as Lot 1,
Block 1 of the Sovereign Addition, an addition to the City of Fort Worth, Tarrant County,
Texas as recorded in County Clerks Document No. D213119066 or Volume and Page No.
-of the Real Property records of Tarrant County("Property"); and
WHEREAS, the City has a 20 foot wide drainage easement and two 20 foot
wide sanitary sewer easements (the "Easement") in the property as shown on the map
attached to this Agreement as Exhibit "A"and incorporated herein: and
WHEREAS, Licensee desires to construct/place and maintain a privacy/security
fence and private storm drain pipe which will be a 6 foot tall metal fence and an 18"
HDPE private storm drain pipe (the "Encroachment") and which will encroach onto the
City's Easement as sho-vvn on the attached survey and only to the extent shown thereon;
and
WHEREAS, to accommodate the needs of the Licensee, the City will allow the
Encroachment under the terms and conditions as set forth in this Agreement.
NOW, THEREFORE, the City and Licensee agree as follows:
AGREEMENT
I.
m The City, in consideration of the payment by the Licensee of the fee set out below
c-)
m
c and covenants and agreements hereinafter contained, to be kept and performed by the
m
o Licensee, hereby grants permission to the Licensee to encroach upon and occupy a
T
portion of the City's Easement as described in and at the location shown Exhibit A for the
o purpose of constructing a 6 foot tall metal privacy/security fence and maintaining an
2014 Easement Encroachment Agreement-Commercial LO�D 1 of 9
ARYYX
existing 18"HDPE private storm drainpipe(the "Encroachment"). Upon completion of
the Encroachment. Licensee agrees to be responsible for maintaining any and all
structures and buildings within and above the Easement. Licensee shall not expand or
otherwise cause the Encroachment to further infringe in or on the City's Easement beyond
what is specifically described in the exhibit(s) attached hereto.
2.
All construction, maintenance and operation in connection with such
Encroachment, use and occupancy shall comply and be performed in strict compliance
with the Charter, Ordinance and Codes of the City and in accordance with the directions
of the Director of the Transportation and Public Works Department or the Director of the
Water Department of City, or his duly authorized representative. Prior to the construction
of the Encroachment, Licensee shall submit all plans and specifications to the applicable
Director or his duly authorized representative. Licensee shall not commence construction
of the Encroachment until such approval shall be indicated in writing by the Director.
However, such approval shall not relieve Licensee of responsibility and liability for
concept, design and computation in the preparation of such plans and specifications.
3.
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 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 costly 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
2014 Easement Encroachment Agreement-Commercial Page 2 of 9
Works or the Director of the Water Department of the City, or his duly authorized
representative.
4.
In order to defray all costs of inspection and supervision which City has incurred
or will incur as a result of the construction, maintenance, inspection or management of
the encroachments and uses provided for by this Agreement, Licensee agrees to pay to
City at the time this Agreement is requested an application fee in the sum of Three
Hundred and Twenty Five Dollars ($325.00).
5.
The term of this Agreement shall be for thirty (30) years, commencing on the date
this Agreement is executed by the City of Fort Worth. Provided however, this Agreement
shall tenninate upon the non-compliance of any of the terms of this Agreement by the
Licensee. City shall notify Licensee of the non-compliance and if not cured within thirty
days this Agreement shall be deemed tenninated.
b.
It is further understood and agreed upon between the parties hereto that the
easements 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 easement 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 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 tern hereof determine in its sole discretion to use or cause or permit
the right of way to be used for any other public purpose, that does not preclude the use of
the Encroachment on the Property for a office building or activities related thereto,
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 the parties agree to negotiate in good
faith in order to accommodate the Encroachment and the public purpose.
2014 Fasement Encroachment Agreement -Commercial Page 3 of 9
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 KIND OR CHARACTER,
ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION,
MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID
ENCROACHMENTS 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 HEREBY ASSUMES ALL LIABILITY AND
RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. LICENSEE SHALL
LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL
INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY
PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE
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 the following:
$1,000,000 Commercial General Liability
with the understanding of and agreement by Licensee that such insurance amounts shall
he revised upward at City's option and that Licensee 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
1014 Easement Encroachment Agreement-Commercial Page 4 of 9
Certificate of Insurance is attached as attached as Exhibit "B". Licensee agrees to submit
a similar Certificate of Insurance annually to City on the anniversary date of the execution
of this Agreement.
Licensee agrees, binds and obligates itself, its successors and assigns, to maintain
and keep in force such public liability insurance at all times during the term of this
Agreement and until the removal of all encroachments and the cleaning and restoration of
the city streets. All insurance coverage required herein shall include coverage of all
Licensees' contractors.
9.
Licensee 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 Encroachment on
Easement Ageement 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.
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 said Encroachment and uses.
H.
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.
2014 Easement Encroachment Agreement-Commercial Page 5 of 9
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 solcly 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
pennitting Licensee to construct, maintain and locate the Encroachment over or within
the described 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 permission
before occupying such property.
14.
In any action brought by the City for the enforcement of the obligations of the
Licensee. Cite shall be entitled to recover interest and reasonable attorney"s fees.
15.
The parties agree that the duties and obligation contained paragraphs 3 and 4 shall
survive the termination of this Agreement.
2014 Easement Encroachment Agreement-Commercial Page 6 of 9
16.
Licensee covenants and agrees that it will not assign all or any of its rights,
privileges or duties under this contract without the written approval of City Planning and
Development Director, and any attempted assignment without such written approval
should be void.
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.
EXECUTED this f E day of -__ , 20`1
City Licensee:
City of Fort Worth FW Tarrant Partner, LLC, a Georgia
Limited Liability Company by Morrow
Investors, Inc., a Georgia Corporation,
its sole me nber
By: By: - — --------/
Randle Ha o irector Name: s - �`�d--'7—�i/ _
ng and Development Title: VII
__mot
O °°®°�
ES"�$ Approved As To Form and Legality
000000
AS
City Secreta Assistant City Attorney
2014 Easement Encroachment Agreement Commercial 9
®F�1Cip►�.R0: RRY
CITY SECRETARY
',WORTH,TX
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 Randle Harwood, 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.
IVEN UNDER MY HAND AND SEAL OF OFFICE this day of
0�.
CASSANDRA F. FOREMAN
♦ICY Pi�'S'i
Notary POW,State of Texas
My Commission Expires
L
April 26, 2017
ary Public in and for the State of Texas
2014 Easement Encroachment Agreement-Commercial Page 8 of 9
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CITY SEC Y , Ft l
ECE1-0;ram COWMCi uo.
JAN 212016
CITY OF FORTWORi ASSIGNMEN T AND CONSENT OF ENCROAC4Uta AGREEMENT
OUSECRERARY City Secretary Contract No.
THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is
made and entered into as of this day of October, 2015, by and between the CITY OF
FORT WORTH, a Texas home-rule municipal corporation ("C "), FW TARRANT
PARTNERS, LLC, a Georgia limited liability company ("Assignor"), and BR CARROLL
KELLER CROSSING, LLC, a Delaware limited liability company ("Assignee'). (Sometimes
City, Assignor and Assignee are referred to individually as a "Party" and collectively as the
"Parties").
WITNESSETH:
WHEREAS, the City entered into an Encroachment Agreement, City Secretary Contract
No. 46410 (the "Encroachment Agreement") 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 and are sometimes called
therein and herein the "Improvements";
WHEREAS, the Encroachment Agreement, filed on February 13, 2015 and recorded as
Instrument No. D215031069 in the Real Property Records of Tarrant County, Texas, is attached
hereto as Exhibit "A" and incorporated herein by reference as if set forth in full;
WHEREAS, the description of the Improvements in the body of the Encroachment
Agreement inadvertently did not include certain of the encroachments as shown on the survey
plat of the Property;
WHEREAS, Assignor has sold the Property t ee on tober 29, 2015 as
evidenced by a deed recorded as Instrument No. D the Real Property
Records of Tarrant County, Texas; and
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.
OFFICIAL RECORD
1, kentCITY SECRETARY 9702400 vl
CSC No. to Assignment Page 1 of 7
Right of Way Encroachment Agreement FT.WORTH,TX Rev 03/2015
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 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 assignment. 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 property 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 Par5ty
designates by proper notice to the sending Party.
City
Planning and Development Department
1000 Throckmorton Street
Fort Worth TX 76102
Attention: Director
Assignor
FW Tarrant Partners, LLC
9702400 vl
CSC No.,09
ent to Assignment Page 2 of 7
Right of Way Encroachment Agreement Rev 03/2015
Assignee
BR Carroll Keller Crossing, LLC
c/o Carroll Acquisitions, LLC
3340 Peachtree Road NE, Suite 2250
Atlanta, Georgia 30326
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" Revised2015.
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]
9702400 v I
CSC No. nsent to Assignment Page 3 of 7
Right of ay Encroachment Agreement Rev 03/2015
ASSIGNOR: ASSIGNEE:
FW TARRANT PARTNERS, LLC BR CARR"LL KELLER CROSSING,
a Georgi i-gted lia i�ity company LLC, a Del are lim' liability company
By: By:
f
Name: () Name
Title: Title: 1
STATE OF
COUNTY OFX4-91JV
This instrument was acknowledged before me by JU(P-,V\ a the FW
Tarrant Partners,LLC, a Georgia limited liability comps , on b lialf of said company.
"j
Notary ubllc
[NOTARIAL SEAL]
DALE POZZI
NOTARY PUBLIC-STATE OF NEW YORK
No. 01 P06275397
� ) Qualified in New York County
STATE OF /" O✓IL§ My Commission Expires January 25. 2017
11
COUNTY OF'v ()✓IC§
t
This instrument was acknowledged before me by , as the { '
of BR Carroll Keller Crossing, LLC, a Delaware limited liability company, on behalf of said company. u
L, �77 /
Notary Public
[NOTARIAL SEAL]
DALE POZZI
NOTARY PUBLIC-STATE OF NEW YORK
No. 01 P06275397
Qualified in New York County
My Commission Expires January 28, 2017
9702400 vi
CSC No. onsent to Assignment Page 4 of 7
Right of W y Encroachment Agreement Rev 03/2015
APPROVED AS TO FORM AND CIT OF FOR ORTH
LEGALITY:
a-
Assistant Ci Attorney Ra dle Hanv d, Director
Planning and Development Department
T:
�0000uocoo'6�
YY o0
ity Secretary moo°" ;�' %
[No M&C Required] �o $��p
®O omi.
t3 0
0
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on 20 by Randle
Harwood, as the Director of the Planning and Development epartment of the City of Fort Worth, a
Texas municipal corporation on behalf of the City of Fort Worth.
aU
Notary ub ,?State of Texas
�p0.
q, MARYBEI PINA
Notary.Public, St
of Texas
[N - � SEoF }}ommission Expires
September 10, 2018
970_'400 v1
CSC No.4� '
onsent to Assignment Page 5 of 7
Right of Way Encroachment Agreement Rev 03/2015
LEGAL DESCRIPTION OF THE PROPERTY
BEING 19.729 acres of land situated in the John Edmonds Survey, Abstract Number 457 and being all of
Lot 1, Block 1, The Sovereign Addition, an addition to the City of Fort Worth, recorded in instrument
number D213119066 of County Records, Tarrant County, Texas and being all of those tracts of land
(TRACT 1 and TRACT 2) described in deed to FW Tarrant Partners, LLC, recorded in instrument
number D212119066 of said County Records and being more particularly described by metes and bounds
as follows:
TRACT 1
BEING a tract of lands situated in the John Edmonds Survey, Abstract Number 457, City of Fort Worth,
Tarrant County,Texas and being all that certain tract (TRACT 1) of land described in deed to FW Tarrant
Partners, LLC recorded in Instrument Number D212074583 of County Records, Tarrant county, Texas
and being more particularly described by metes and bounds as follows:
BEGINNING at a railroad spike, found at the southeast corner of said Lot 1, Block 1, being the Southeast
corner of said Tract 1 and being the Southwest corner Lot 1, Block A of Aventine at Parkway, an addition
to the City of Fort Worth recorded in Cabinet "A", Slide 9634 of said County Records and being in the
North right-of-way of North Tarrant Parkway (a 200 foot public right-of-way);
THENCE S 89036'34" W, 645.08 feet, with said North right-of-way, to a 5/8 inch iron rod with plastic
cap, stamped "Peleton", found at the Southwest corner of said Lot 1, Block 1;
THENCE N 00004'12" W, 1017.37 feet, departing said North right-of-way, to a 5/8 inch iron rod with
plastic cap, stamped "Peleton" found in North line of said Lot 1, Block 1 and being in the South line of
Lot 8, Block 3, of Vineyards at Heritage, an addition to the City of Fort Worth, recorded in Cabinet "A",
Slide 6724 of said County Records;
THENCE N 42031'20" E, 3.71 feet with said common line, to a 5/8 inch iron rod with plastic cap stamped
"Carter&Burgess", found;
THENCE N 56028'50" E, 599.66 feet, continuing with said common line, to a 5/8 inch iron rod with
plastic cap, stamped "Peleton", found;
THENCE N 46057'14" E, 40.36 feet, to a 5/8 inch iron rod with plastic cap stamped "Carter& Burgess",
found at the Northerly Northeast corner of said Lot 1,Block 1 and being the Northwest corner of Lot 25x,
Block 17 of Valley Brook, an addition to the City of Fort Worth, recorded in Instrument Number
D212271248 of said County Records;
THENCE S 60030'46" E, 121.09 feet, to a 5/8 inch iron rod, with plastic cap stamped "Carter& Burgess",
found at the Northwest corner of aforesaid Lot 1, Block A, Aventine at Parkway addition;
THENCE S 00023'26" E, 1314.83 feet with the west line of said Lot 1, Block A, to the POINT OF
BEGINNING and containing 781,651 square feet or 17.944 acres of land more or less.
TRACT 2
COMMENCING at a railroad spike, found at the Southeast corner of said Lot 1, Block 1, being the
Southeast corner of said Tract 1 and being the Southwest corner Lot 1, Block a of Aventine at Parkway,
9702400 vl
CSC No.Vousent to Assignment Page 6 of 7
Right of Way Encroachment Agreement Rev 03/2015
an addition to the City of Fort Worth recorded in Cabinet "A", Slide 9634 of said county records and
being in the north right-of-way of north Tarrant Parkway(a 200 foot public right-of-way);
THENCE S 89036'34" W, 645.08 feet, with said North right-of-way, to a 518 inch iron rod with plastic
cap, stamped "Peleton", found at the Southwest corner of said Lot 1 Block 1;
THENCE N 00004'12" W, 456.15 feet, departing said North right-of-way, with the west line of said Lot 1,
Block 1, Sovereign Addition, to a 518 inch iron rod with plastic cap, stamped "Peloton" found at the South
corner of aforementioned tract 2 for the POINT OF BEGINNING;
THENCE N 4605514" W, 379.84 feet, to a 518 inch iron rod with plastic cap, stamped "Peleton", found;
THENCE N 42031'20" E,409.47 feet to a 5/8 inch iron rod with plastic cap, stamped "Peleton", found;
THENCE S 00004'12" E, 561.22 feet to the POINT OF BEGINNING and containing 77,762 square feet
or 1.785 acres of land, more or less.
TRACT 3: Easement Estate
Together with non-exclusive, perpetual easements for pedestrian and vehicular ingress and egress,
landscaping maintenance, and temporary construction granted in the Access Easement and Maintenance
Agreement recorded as Instrument No. D212074584, Real Property Records, Tarrant County, Texas, as
amended by First Amendment to Access Easement and Maintenance Agreement recorded February 28,
2014 under Tarrant County Clerk's File Number D214039440 Official Public Records of Tarrant County,
Texas.
9702400 vt
CSC No. onsent to Assignment Page 7 of 7
Right of Way Encroachment Agreement Rev 03/2015
r.
)
IV��
CITY SECRETARY
CONTRACT NO. 46410 - CAa
ASSIGNMENT AND CONSENT OF ENCROACHMENT AGREEMENT
City Secretary Contract No. 46410
THIS ASSIGNMENT OF ENCROACHMENT AGREEMENT ("Assignment") is
made and entered into as of this day of N OYCM ,2019, by and between the CITY OF
FORT WORTH, a Texas home-rule municipal corporation(" it "), BR CARROLL KELLER
CROSSING, LLC, a Delaware limited liability company ("Assignor"), and KRE TOPAZ
SOVEREIGN OWNER LLC, a Delaware limited liability company ("Assignee"). (Sometimes
City, Assignor and Assignee are referred to individually as a "Party" and collectively as the
"Parties").
WITNESSETH:
WHEREAS, the City entered into that certain Easement Encroachment License
Agreement, City Secretary Contract No. 46410 with FW Tarrant Partners, LLC,a Georgia limited
liability company, dated February 10, 2015, as recorded in County Clerks Document No.
D215031069 (the "License Agreement"), as assigned by Assignment and Consent of
Encroachment Agreement from FW Tarrant Partners, LLC to Assignor, as recorded in County
Clerks Document No. D216019568 (the"Assignment and Consent",the License Agreement and
the Assignment and Consent herein collectively, "Encroachment Agreement"), as the owner of
certain real property more particularly described in the legal description attached hereto as Exhibit
A(the"Pro a ")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
and are sometimes called therein and herein the "Improvements";
WHEREAS, Assignor has sold the Property to Assignee on July _ i, 2019, as
evidenced by a deed recorded on or about such date, in the Real Property Records of Tarrant
County, Texas; and
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.
i
Q'I
-#4848-3907-0105- FT.
,.1
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 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 assignment. 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 property 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 Party designates by
proper notice to the sending Party.
iy
Planning and Development Department
1000 Throckmorton Street
Fort Worth TX 76102
Attention: Director
Assignor
BR Carroll Keller Crossing, LLC
c/o Bluerock Real Estate, L.L.C.
712 Fifth Avenue
9th Floor
New York, NY 10019
a
--#4848-3907-0105-
Assignee
KRE Topaz Sovereign Owner LLC
3301 West End Avenue, Suite 200
Nashville, TN 37203
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
Assignment and Consent is hereby deleted and replaced with the attached Certificate of Insurance
from the Assignee as Exhibit B.
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]
3
-#4848-3907-0105-
[SIGNATURE PAGE TO ASSIGNMENT AND
CONSENT OF ENCROACHMENT AGREEMENT]
ASSIGNOR:
BR CARROLL KELLER CROSSING, LLC, a
Delaware ii- 'ted liability company
By:
N e: `Torr�•un >tftotu
it le: �gylL4-�r,uJCS�cs.v�n,►
STATE OF §
§
COUNTY OF �'{k §
This instrument was acknowledged before me o'n 1 2019, by
ar , as the AAµ ,s..&'�,�,� of BR CARROLL KELLER
CROSSING,L C, a Delaware limited liability company,`6n behalf of said company.
XX� .
Notary Public MASS.&M ;on 4cps
MELISSA M TOMBS
NOTARY PUBLIC-STATE OF NEW YORK
No.02TO6386222
Oualified in New York County
",l Commission Expires 01-22.2023
FoTmuAL RECORD
CITY SECRETARY
r,T, WORTH,TX
4
-#4848-3907-0105-
ASSIGNEE:
KRE TOPAZ SOVEREIGN OWNER LLC, a
Delaware limited liability company
e--
By:
Name: t��.�* rr k•.
Title:
[NOTARIAL SEAL]
STATE OF §
COUNTY OF ; §
This instrument was acknowledged before me on J:,,i,, a+h 2019, by
as the of KRE Topaz Sovereign Owner LLC, a
Delaware limited liability company, on behalf of said company.
KELLY N.HOANG
Notary Public-California z 1 c' [' 1`r �U ►
Z San Francisco County >
Commission t12198269 Np Pub
My Comm.Expires Mar 25,2021
[NOTARIAL SEAL]
��-FXOAL RECORD
a. SECRETARY
WORTH,TX
Encroachment License Assignment Agreement 5
—1,'4848-3907-0105—
APPROVED AS TO FORM AND CITY F ORT ORTII
LEGALITY:
By:
City Attorney/As istant City Attorney Name:
Title:
�L
Planning and Development Department
ATT "1
F®R ] KIP
lry ty ecr to / si nt Secre
[No M&C Req fired] '
e°
STATE OF TEXAS
COUNTY OF TARRANT §
This instrument was aclinowledged before me on 2019, by
4xzti 1vtL� , as the4xejEwx of the Planning and Development
Departrn.ent of the City of Fort Worth,a Texas municipal corporation on behalf of the City of Fort
Worth.
ALIj i
Noll' y Publ' State of Te4as
[NOTARIAL SEAL]
JENNIFER LOUISE EZERNACK
Notary Public,State of Texas
F v' +e Comm.Expires 03 01-2020
Notary 1D 130561630
OFFICIAL RECORD
CITY SECRETARY
6 FT WORTH TX
#4848-3907-0]OS-
Contract Comph2nce Manager
}E,y Si C7 7;9Q Twy�u^'1 Vi��., PY"�(7P �I'1!at_1 am t PP_,Son rt.sp s. ,.^i?�
fof fi_c . Qall�^j_r nl anci ad ninIsL aTion o�this contract, inCiuming
ensuring all performance and reporting requirements.
Janie S. INIorales
��c
EXHIBIT A
w
LEGAL DESCRIPTION OF THE PROPERTY
BEING 19.729 acres of land situated in the John Edmonds Survey,Abstract Number 457 and being
all of Lot 1, Block 1, The Sovereign Addition, an addition to the City of Fort Worth, recorded in
instrument number D213119066 of County Records, Tarrant County, Texas and being all of those
tracts of land(TRACT 1 and TRACT 2) described in deed to FW Tarrant Partners, LLC, recorded
in instrument number D212119066 of said County Records and being more particularly described
by metes and bounds as follows:
TRACT 1
BEING a tract of lands situated in the John Edmonds Survey, Abstract Number 457, City of Fort
Worth, Tarrant County,Texas and being all that certain tract(TRACT 1) of land described in deed
to FW Tarrant Partners, LLC recorded in Instrument Number D212074583 of County Records,
Tarrant county, Texas and being more particularly described by metes and bounds as follows:
BEGINNING at a railroad spike, found at the southeast corner of said Lot 1, Block 1, being the
Southeast corner of said Tract 1 and being the Southwest corner Lot 1, Block A of Aventine at
Parkway,an addition to the City of Fort Worth recorded in Cabinet"A", Slide 9634 of said County
Records and being in the North right-of-way of North Tarrant Parkway (a 200 foot public right-
of-way);
THENCE S 89036'34" W, 645.08 feet, with said North right-of-way, to a 5/8 inch iron rod with
plastic cap, stamped "Peleton", found at the Southwest corner of said Lot 1, Block 1;
THENCE N 00°04'12" W, 1017.37 feet, departing said North right-of-way, to a 5/8 inch iron rod
with plastic cap, stamped "Peleton" found in North line of said Lot 1, Block 1 and being in the
South line of Lot 8, Block 3, of Vineyards at Heritage, an addition to the City of Fort Worth,
recorded in Cabinet "A", Slide 6724 of said County Records;
THENCE N 42°31'20" E, 3.71 feet with said common line, to a 5/8 inch iron rod with plastic cap
stamped"Carter& Burgess", found;
THENCE N 56°28'50" E, 599.66 feet, continuing with said common line, to a 5/8 inch iron rod
with plastic cap, stamped "Peleton", found;
THENCE N 46°57'14" E, 40.36 feet, to a 5/8 inch iron rod with plastic cap stamped "Carter &
Burgess", found at the Northerly Northeast corner of said Lot 1, Block 1 and being the Northwest
corner of Lot 25x, Block 17 of Valley Brook, an addition to the City of Fort Worth, recorded in
Instrument Number D212271248 of said County Records;
THENCE S 60030'46" E, 121.09 feet, to a 5/8 inch iron rod, with plastic cap stamped "Carter &
Burgess", found at the Northwest corner of aforesaid Lot 1, Block A, Aventine at Parkway
addition;
THENCE S 00°2326"E, 1314.83 feet with the west line of said Lot 1, Block A, to the POINT OF
BEGINNING and containing 781,651 square feet or 17.944 acres of land more or less.
-94848-3907-0105-
TRACT 2
COMMENCING at a railroad spike, found at the Southeast corner of said Lot 1, Block 1, being
the Southeast corner of said Tract 1 and being the Southwest corner Lot 1, Block a of Aventine at
Parkway, an addition to the City of Fort Worth recorded in Cabinet"A", Slide 9634 of said county
records and being in the north right-of-way of north Tarrant Parkway (a 200 foot public right-of-
way);
THENCE S 89036'34" W, 645.08 feet, with said North right-of-way, to a 518 inch iron rod with
plastic cap, stamped "Peleton", found at the Southwest corner of said Lot 1 Block 1;
THENCE N 00004'12" W, 456.15 feet, departing said North right-of-way, with the west line of
said Lot 1,Block 1, Sovereign Addition,to a 5/8 inch iron rod with plastic cap, stamped"Peleton"
found at the South corner of aforementioned tract 2 for the POINT OF BEGINNING;
THENCE N 46055'14" W, 379.84 feet,to a 5/8 inch iron rod with plastic cap, stamped"Peleton",
found; THENCE N 42°3170" E, 409.47 feet to a 5/8 inch iron rod with plastic cap, stamped
"Peleton", found;
THENCE S 00004'12" E, 561.22 feet to the POINT OF BEGINNING and containing 77,762
square feet or 1.785 acres of land, more or less.
TRACT 3: Easement Estate
Together with non-exclusive,perpetual easements for pedestrian and vehicular ingress and egress,
landscaping maintenance, and temporary construction granted in the Access Easement and
Maintenance Agreement recorded as Instrument No.D212074584,Real Property Records,Tarrant
County,Texas,as amended by First Amendment to Access Easement and Maintenance Agreement
recorded February 28, 2014 under Tarrant County Clerk's File Number D214039440 Official
Public Records of Tarrant County, Texas.
8
-44848-3907-0105-
v v
EXHIBIT B
Certificate of Insurance