HomeMy WebLinkAboutContract 47880 (2)3
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CITY 9ECRETAIN' �r1�
CONTRACTNO0..___
EASEMENT ENCROACHMENT 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 City Manager, its duly designated Assistant
City Manager or Planning and Development Director, and WGK Development, Inc., a
Texas corporation ("Licensee"), acting by and through its duly authorized President,
owner of the real property located at 6351 North FWY, Fort Worth, TX 76131
("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 30' sanitary sewer easement (the "Easement") in the
Property as shown on the map attached to this Agreement as Exhibit "A" 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, THEREFORE, the City and Licensee agree as follows:
AGREEMENT
1.
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 a private drainage infrastructure (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, Licensee 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 specifically described in the Exhibit(s) attached hereto.
2015 Easement Encroachment Agreement -Commercial
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
age o
Rev. 02/2015
2.
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
directions 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 Fnci oachment 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 entei 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 of 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
Works o1 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 $325.00 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.
5.
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
2015 Easement Encroachment Agreement -Commercial
Page 2 of 14
Rev. 02/2015
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 same.
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 foi 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 KIND 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 HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
SUCH CLAIMS OR SUITS. LICENSEE SHALL LIKFWISE 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--OMISS1uNS OF LTCENNSEE; -ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, OR INVITEES.
2015 Easement Encroachment Agreement -Commercial
Page 3 of 14
Rev. 02/2015
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 agi eement 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 Certificate of Insurance is
attached as Exhibit "B" and incorporated herein for all purposes. Licensee agrees to
submit a similar Certificate of Insurance annually to City on the anniversary date of the
execution of this Agreement
•
Licensee agrees, binds and obligates itself, its successors and assigns, to maintain
and keep in force such public liability insurance at all times dui ing 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.
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.
2015 Easement Encroachment Agreement -Commercial
Page 4 of 14
Rev. 02/2015
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 foi 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 permitting Licensee to construct, maintain 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 thud 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 4 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 appi oval 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
said lender notifies City in writing within 60 days of such foreclosure or assignment and
assumes all of Licensees' rights and obligations hereunder However, no change 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.
2015 Easement Encroachment Agreement -Commercial
Page 5of14
Rev. 02/2015
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 Easement Encroachment Agreement -Commercial
Page 6of14
Rev. 02/2015
THIS AGREEMENT may be executed in multiple counterparts, each of which
shall be considered an original, but all of which shall constitute one instrument.
City
CITY OF FORT W I RTH
By:
andle H., 00
Director
Planning and Development
Date: %iJNG prig , 20_6
EST:
reP
iiSSfAty Secretary
NO )V&&C
2WRED
Licensee:
WGK DEVELOPMENT, INC.,
A Texas corporation
By:
W. W. Willingham III
President
Approved As To Form and Legality
2015 Easement Encroachment Agreement -Commercial
La
ssistant City Attorney
tkenilL.C.,
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 7 of 14
Rev. 02/2015
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on c, /3. 201 la
by Randall Harwood, Director of the Planning and Development Department of the City
of Fort Worth, on behalf the City of Fort Worth.
ry Public, State of Texas
£C. MGCARTHY
Notary Pubis State of Ikon
Count Expires 06424019
Notary fD 4718094
After Recording Return to:
Cassandra Foreman
Planning and Development Department
1000 Throckmorton Street
Fort Worth TX, 76102
2015 Easement Encroachment Agreement -Commercial
Page 8 of 14
Rev. 02/2015
N,• '\\ Jcos'
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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 W. W. Willingham III, President, 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 WGK Development Inc., a Texas corporation, and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
(fisien 5 20 /(40 ,
g0 Br* 46
eft
4frelky pdesfio
1111�����
2015 Easement Encroachment Agreement -Commercial
nd
day of
Notary Public in and for the
State of Texas
•
Page 9 of 14
Rev. 02/2015
LEGAL DESCRIPTION OF THE PROPERTY
X Cut Found —La"
LOT 1 BLOCK 1
SEDQVA PLACE
1
FOSSIL RIDGE
LID
D211025976
RXa'N
Zoned C
A
Nome
C1
X Qrt Found-1
58957'401 31.90 --I
N0017792'w 51.32'-/L
5/8' C1R Tunaway.
CU) DDE!4BLOCK b4 ROAD1 Amami poor OF BEGINNING
Cress Development CC OW Denton Rood, LLC
D214167763 7CC1N
N89'4620$ 58$ 24_
WCK DEVELOPMENT INC.
TCCIN D207066441
Remainder o! 16.139 Acre Tract
a623 Acres
(7.978 Acres Net)
S89'46'40'W 5323' \1/4i '
I 1 z
5/8` PRE
170t 6353*
I
kS10x5'02"E k 11.5L'
KK DEVELOPMENT INC.
TCCIN 0207066441
CURVE TABLE
Radius Arc Length Chord Bearing Chad �L/e�ngth Delta
1L234.47 14580' 510v2'44e£ 14180' 00'44'37'
dR Tsmenval
T: \20r5\r5023-11/akm Carter Sold Plot L_Stuvey\uetn did smma* for PP Ando°
100rttt,
One Inch •
AILoW 1170 UW7ID PAR1HERSIM
18.58 ACES
D201317518 7CC1N
}
_—J
HIGHWAY
MONUMENT
Sheetll of 2
2015 Easement Encroachment Agreement -Commercial
LEGAL DESCRIPTION OF THE PROPERTY (CONT.)
Being a tract of land In the A. Smith Survey, Abstract 1419, City of Fort Worth, Tarrant
County, Texas, and being the remainder of a 16.139 acre tract described in Tarrant
County Clerk Instrument Number (TCCIN) D207066441 to WOK Development, inc.,
more particularly described as follows:
Beginning at the southeast comer of Lot 1, Block 1, Old Denton Road Addition os filed
in TCCIN D214167763 and a 5/8" capped iron found (BDI 6353) being in the western
right-of-way of the North Freeway;
Thence with the said right -of ---way South 10 Degrees 25 Minutes 02 Seconds East, a
distance of 11.52 feet to the beginning of a curve to the right tangent to said line;
Thence continuing with the said right-of-way southerly a distance of 589.07 feet along
the curve to the right having a radius of 11,234.47 feet and a central angle of 3 Degrees
00 Minutes 15 Seconds to a found Highway Monument for the southeast corner,
Thence leaving the sold right-of-way and with the north line of an 18.58 acre tract of
land to Brookhollow 1170 Limited Partnership as described in D201317518 TCCiN
South 89 Degrees 48 Minutes 01 Seconds West, a distance of 647.87 feet to a found
5J8" capped Iron rod "Dunaway" for the most southerly southwest comer being on the
right-of-way of Old Denton Road;
Thence with the sold right-of-way North 00 Degrees 07 Minutes 12 Seconds West, a
distance of 51.32 feet to a found 5/8" capped Iron rod 'Dunaway" for comer;
Thence with the said right-of-way South 89 Degrees 57 Minutes 48 Seconds West, a
distance of 31.90 feet to a found X" Cut in concrete for the most westerly southwest
comet;
Thence with the said right-of-way North 00 Degrees 01 Minutes 48 Seconds East, a
distance of 541.84 feet to a found "X" cut in concrete for the northwest comer;
Thence with the south line of the said Lot 1 North 89 Degrees 46 Minutes 20 Seconds
East, a distance of 586.24 feet to the Point of Beginning containing 8.62 Acres
more or less.
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2015 Easement Encroachment Agreement -Commercial
Sheet 2 of 2
Page 11 of 14
Rev. 02/2015
EXHIBIT "A"
Map of Encroachment and Easement
PRIVATE DRAINAGE EASEMENT
encroaching in t o
SANITARY SEWER EASEMENT
2115+/— to Western Center RouPo ord
6514./ to Lot 1, Block 1, Old Denton
Rd Add'n—TCCll1 D214157026
proposed 3 •
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sewer
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E. Reg,# F-11307 • S. Reg.//10193816
Sheet 1 of 2
Page 12 of 14
Rev. 02/2015
2015 Easement Encroachment Agreement -Commercial
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EXHJBIT "A"
Map of Encroachment and Easement (cont.)
64
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2015 Easement Encroachment Agreement -Commercial
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BOYLIIsrc,n Dzsxaxs, INC,
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E, Reg.# F-11307 • S, Reg.#1019381S
Sheet 2 of 2
Page 13 of 14
Rev, 02/2015
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Ha Easement Encroachment Agreement
CERTIFICATE HOLDER
CITY1.23
The City of Fart Worth
Department DVDEvelnpmEnt
Alin_ David Schroder, Planner
INIQ Thrackmorton:Street
Fort WDith4TX76102
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SWUM ANY OFTHEA4BOVE.DESORESE0 POLICIES SE CJUmCFt r Eri REEO7IE
THE EXPIRRn)E DATE THHEEOP, NOTICE WILL RE DELIVERED Di
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Sd 1888 2014ACORD CORPORATION. All dgida re waived.
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2015 Easement Encroachment Agreement -Commercial
Page 14 of 14
Rev. 02/2015
t
4
EXHIBIT "A"
Map of Encroachment and Easement
PRI VA TE DRAINAGE INFRASTRUCTURE
encroaching into
SANITARY SEWER EASEMENT
•
4
proposed 30.00
SaniOrEsmt
Sewer
40 FEET
One inch
•
5.C. eGroeTai
I$
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2015 Easement Encroachment Agreement -Commercial
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222 W. tscSn •Ava,Swm 101
ra.twatd.,TX 7016+
Voices a17626-7176 rem s17626.7e79
Clvli Engineering•Surveying•Land Planning
E. Reg.' F-11307 • S. Reg.,410193818
Sheet 1 of 2
Page 12 of 14
Rev. 02/2015
EXHIBIT "A"
Map of Encroachment and Easement (cont.)
64C
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CERTIFICATE OF LIABILITY INSURANCE
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER_ THIS
CERTIFICATE DOES HOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXR ND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING LNSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER.
IMPORTANT: tt the certificate holder la an ADDITIONAL INSURED, the pdtcypea) must be endorsed_ If SUBROGATION IS WAIVED, subject to
the femme and cond[lons-of the policy, certain policies may require an endoreemenL A statement on UM certificate d0ea not confer rights to the
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WGK Development
Bitty Willingham
B525 Ferndale, Suds 204
Dalea, TX 75238
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INDICATED. MGVMrHSTANU333 ANY REQUIREMENT, TERM OR ccenmON OF ANY CONTRACT OR OTHER DOCUMENT WITH RE3FEGT TO WHICH THIS
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EXCLUSIONS ANC -CONDITIONS OF SUCH POLICIES. LIMITS -SHOWN MAY HAVE SEEN REDUCED Ef 'AID CLAIMS.
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(See attached wording)
RE: Easement Encroachment Agreement
CERTIFICATE HOLDER
CITY-i3
The City of Fort Worth
Department of Development
Attn: David Schroder, Planner
1000 Thrackniorton Street
Fort Worth, TX 76102
CANCELLATION
3
3 1,000,00
15,000,00C
15,OOD,OOC
1,000,00
1,000,00
1,Oo0,D0
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II
ACCORDANCE WITH THE POLICY PROVISIONS.
AUrlloJlieo ittNitAANtAMNtE
m 151111 2014 ACORD CORPORATION. All rignfa reserved.
ACORD 25 (2014101) The AGGRO name and Logo are reglatered marks of AGGRO
2015 Easement Encroachment Agreement -Commercial
Page 14 of 14
Rev. 02/2015
JUN 19 2006
CERTIFICATE OF FORNIA.TION
FOWPROFIT CORPORATION
WGK DEVEi,OI'11�ENT, INC,
In accordance with the Texas Business prganizatians Codes (the "Cade"), the
undersigned natural person of the age of eighteen years or more, acting solely in the capacity as
the sole organizer of a for -profit corporation under the Code, hereby adopts this Certificate of
1 ormation for WOK Development, Inc. (the "Corporation"};
ARTICLE I
The filing entity being formed is a fox -profit cox oration, The name of the ezltity is WGK
Development, Inc.
ARTICLE II
The initial registered agent of the Corporation, �I. Craig Kinney, is an individual resident
of the State of Texas. The business address of the registered agent and the xegiswred office of
the Corporation is 8525 Ferndale Road, Suite 204, Dallas, Texas 75238,
ARTICLE III
The number of directors constituting the initial Board of Directors of the Corporation and
the names and mailing addresses of such persons, rho are to serve as directors until the first
annuat meeting of the shareholders or until their successors are elected and qualified, are as
follows:
Name
W.W. 'Willingham lII
H. Craig Kinney
Gale "Gigi" Gartner
WGK Development, ]nc.
Certificate ofpormation (611�/06)
Address
8525 Ferndale Road, Suite 204
Dallas, Texas 75238
SS25 Ferndale Road, Suite 204
Dallas, Texas 75238
8525 Ferndale Road, Suite 204
Dallas, Texas 75238
Page 1
ARTICLE IV
The total number of shares the Corporation is authorized to issue is ten thousand
(10,000). The par value of each of the authorized shares is $1.00.
ARTICLE V
The purpose for which the Corporation is farmed is for the transaction of any and all
lawful purposes for which a for -profit corporation may be organized under the Code.
AR'Z'ZCLE VX
The name and address of the organizer of the Corporation is Richard M. DaoIey,
d00 Walnut Green Tower, 7502 Greenville Avenue, LB 11, Dallas, Texas 75231• 3856.
ARTICX,E V)<I
This Certificate of Formation shall become effective when it is filed by the Secretary of
State of Texas,
The undersigned organizer has executed this Certif cate of Formation subject to the
penalties imposed by law for the submission of a materially false or fraudulent instavMCI,
DATED:
aillmgham�ugkscno(formation• corp.dec
June, 200h
VA �j�i111F+V 1
WGK Deve]opmeni, inc.
Certificate ofFormation (6!19!Q6) Page �
NOTICE OF CONFIDENTIALITY RIGHTS:
IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRII4CE ANY OF THE
FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
Mailing Address of Grantee:
WGI�. Development, Inc.
8525 Ferndale Road, Suite 204
Dallas, Texas 75238
SPECIAL WARRANTY DEED
(WITH VENDOR'S LIEN)
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
That I�&B Commercial Texas, Ltd. (as to a 50% undivided interest), Gartner -Western
Center, Ltd. (as to a 25% undivided interest), W. W. Willingham III (as to a 15% undivided
interest) and H. Craig Kinney (as to a 10% undivided interest) (collectively, "Grantor"), for and
in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable
consideration paid by WGK Development, Inc., a Texas corporation ("Grantee"), with an
address as set forth hereinabove, the receipt and sufficiency of which is hereby acknowledged
and confessed, and for the further consideration of the execution and delivery by Grantee of
separate promissory notes (the "Notes") payable to the order of each of the parties comprising
Grantor which total $4,080,000 in principal amounts, the proceeds of the Notes having been used
to pay a portion of the purchase price for the Property, and the Notes being secured by the
Vendor's Lien and Superior Title retained herein below, and being additionally secured by a
Deed of Trust (herein so called) from Grantee to Richard M. Dooley, Trustee for Grantor, have
GRANTED, BARGAINED, SOLD AND CONVEYED, and by these presents does GRANT,
BARGAIN, SELL AND CONVEY unto Grantee, the Property.
As used herein, the tern "Property" means that certain land situated in the City of Font
Worth, Taixant County, Texas, more particularly described on Exhibit A, together with all
benefits, privileges, leases, tenements, rights -of --way, easements, hereditaments, rights and
appurtenances thereon or in anywise belonging or appertaining thereto, including, without
limitation, any right, title or interest of Grantor in or to adjacent streets, alleys or rights -of way.
1C&B Commercial Texas/Gartner-Western Center/
W. W. Willingham/H. Craig l�imley
Special Warranty Deed (2/22/07)
Page 1
Notwithstanding anything contained herein to the contrary, the Property does not include
any of the cell tower improvements which are located upon a portion of the Property and Grantor
reserves and/or imposes upon the Property the easements, reservations, restrictions and
covenants contained in Annex A attached hereto and incorporated herein by reference for all
purposes. Grantee joins in the execution of this Deed to grant and/or agree to the easements,
reservations, restrictions and covenants contained in attached Annex A. Notwithstanding
anything contained herein to -the contrary, the -Property -does not include any interest in any lease
pertaining to the cell tower improvements.
Notwithstanding anything contained herein to the contrary, Grantor hereby excepts fiom
the Property and reserves unto Grantor and Grantor's heirs, devisees, executors, administrators,
personal representatives, successors and assigns all minerals and mineral rights, interests and
royalties, including, without limiting the generality of the foregoing, oil, natural gas and other
hydrocarbon substances, as well as metallic or other solid minerals, in and under the Property,
together with the right of ingress and egress to and from all parts of the Property for the purposes
of drilling, exploring, mining, developing and transporting the same, provided that no entry on
the Property for the purposes of drilling, exploring, mining developing and/or transporting such
minerals shall be made at any level above 500 feet below the surface grade of the Property (the
"Mineral Reservation").
This Deed is made and accepted subject to all easements, reservations, restrictions,
covenants and other encumbrances of record on the date of this Deed (the "Permitted
Exceptions") but only to the extent that the same are valid and subsisting and affect the
Property, The Permitted Exceptions also shall be deemed to include the easements, reservations,
restrictions and covenants contained in Annex A and the Mineral Reservation,
TO HAVE AND TO HOLD the Pxoperiy, subject to the Permitted Exceptions, together
with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and
Grantee's successors and assigns, and Grantor does hereby bind Grantor and Grantor's heirs,
devisees, executors, administrators, personal representatives and successors to WARRANT AND
FOREVER DEFEND, subject to the Permitted Exceptions, all and singular the Property unto
Grantee and Grantee's heirs, devisees, personal representatives and assigns against every party
whomsoever lawfully claiming or to claim the same or any part thereof by, through or under
Grantor, but not otherwise.
Notwithstanding anything to the contrary contained herein, Grantor hereby retains and
reserves a Vendor's Lien and Superior Title against the Property until the Notes are fully paid
according to their face, tenor, effect and reading when this Deed shall become absolute. The
parties comprising Grantor agree that the Vendor's Lien and Superior Title retained against the
Property in this paragraph may be released pursuant to the release provisions contained 11+1 the
Deed of Trust.
Gartner -Western Center GP, LLC is recited in a prior deed as an owner of the 25%
undivided interest which actually is owned prior to the date of this Deed solely by and
Gartner -Western Center, Ltd., and Gartner -Western Center GP, LLC is executing this Deed in its
K&B Commercial Texas/Gartner-Western Center/ �-�C�C
W. W. Willingham/H. Craig Finney
Special Warranty Deed (2/22/07)
Page 2
individual capacity to resolve any doubt that the entire 25%undivided interest, which is shown
in a prior Deed as being jointly owned by Gartner-Westernn Center, Ltd, and Gartner -Western
Center GP, LLC, is being conveyed by this Deed.
EXECUTED by each party comprising Grantor on the date of each such party's
acknowledgment, but dated and made effective for all purposes as of the 23'�� day of February,
2 __
-
- - ----
GRANTOR:
K&B COMMERCIAL TEXAS, LTD.,
a Texas limited partnership
o�
Partner
GARTNER WESTERN CENTER, LTD,,
a Texas limited partnership
By; Gartner Western Center GP, LLC,
a Texas limited liability company,
its General Partner
C
f
igi Gartner
Manager
GARTNER-WESTERN CENTER GP, LLC,
a Texas limited liability company
By _ r
Gigi Gartner
Manager
IC&B Commercial Texas/Garfier-Western Center/
W. W. Willingham/Fi. Craig Kinney
Special Wan�anty Deed (2I22/07)
Page 3
r.
II.
JOINDER
Grantee joins in execution of this Special Wai7anty Deed (with Vendor's Lien) to grant
and/or to agree to the easements, reservations, restrictions and covenants contained in attached
Annex A.
'WGK DEVELCiPN1ENT, INC,,
a Texas corporation
By
Name
Title
THE STATE OF TEXAS §
COUNTY OF DALLAS §
This 'instrument was acknowledged before me on the � day of February, 2007, by
H. Craig Kinney who is the General Partner of I�&B Commercial Texas, Ltd., a Texas limited
partnership, on behalf of such limited partnership.
o �pae nLa,,
XKI
as
Ito IWOMyCommiss'On Exp.07"M2o07
K&B Conunercial Texas/Garhier-Western Center/
W. W. Willingham/H. Craig Kinney
Special WazrantyDeed (2/22/07)
Nofary Public in and for the State of Texas
i
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on theday of February, 2007, by Gigi
Gartner, the Manager of Gartner Western Center GP, LLC, a Texas limited liability company,
which is the General Partner of Gartner -Western Center, Ltd., a Texas limited partnership, on
behalf of such limited partnership.
PY P
ROSALIE BOBOWSKI
' `• - Notary Public, State of Texas
My Commission Exp• 07.19.2007
L,!
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
J c te 512t
Public in and for the State, of Texas
This instrument was acknowledged before me on thew day of February, 2007, by Gigi
Gartner, the Manager of Gartner -Western Center GP, LLC, a Texas limited liability company, on
behalf of such liability company.
Y �ro:`p,AY PVeI� ROSALIB SOBOWSKI
Notary Public, State of Texas
''i;.Cr�' My Commission Exp. 07.19.2007
''or, ,,,%t"
THE STATE OF TEXAS §
COUNTY OF DALLAS §
Notary Public in and'for the State of Texas
This instrument was acicrrowledged before me on the a a day of February, 2007, by
W. W, Willingham 71I.
3z�.'• ea': ROSALIE BOBOWSKI
Notary Public, state of Texas /� J
''•'' ^ M commission Ex Y p.07.19`2007
Notary Public in and for the State of Texas
K&B Conunercial Texas/Gartner-Western Center/
_ W. W. Willingham/H. Craig T�uuiey
Special Warranty Deed (2/22/07)
THE STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on thec;A day of February, 2007, by
H. Craig Kinney.
�O40 P4*C) ROSAI.IE BOBOWSI<I
Notary public, State of Texas
My Commission Exp, 07-19.2007
THE STATE OF TEXAS §
COUNTY OF DALLAS §
l
Public in and for the State of Texas
This instrument was acl wledged before me
W)Ykamiffi=, the si e
R
corporatin behalf of such corporation.
;=off"p�Y,•',`;°�,Notary
ROSALIR BOBOWSi<I
;?ru, State ol Was
; My Commisblon Exp. 0719 2007
will{„ghem\wgk\Specwannntydeed-v2.doc
K&B Conunercial Texas/Gartner-Western Center/
W. W. Willingham/II. Craig Finney
Special Warranty Deed (2/22/07)
on the ova day of February, 2007, by
o
f WGK Development, Inc., a Texas
c
Public in and for the State of Texas
EXHIBIT A
Property Description
Being a 16,139 acre tract of land in the A. Smith Survey, Abstract No. 1419 and the
J. A, Walker Survey, Abstract No. 1738, Tarrant County, Texas, Said tract is a portion of that
29,251 acre tract described in deeds recorded in Volume 10721, Page 608, Volume 12558,
Page 544, Volume 13419, Page 539, Volume 16586, Page 625, County Cleric's Instrument
No, D204091354 and County Cleric's Instrument No. D204330210 all being found in the Tarrant
County Deed Records, Said 16,139 acre tract is more particularly described as follows,
Beginning at an "X" set at the southeast corner of Lot 5, Block 1, Western Center
Addition, an adaltion to the City of Fort Worth as shown on the plat recorded in Cabinet A,
Slide 11167, Plat Records, Tarrant County, Texas, at the southeast corner of a 2,033 acre tract
described in a deed to Highway Lodging Center, L.P. and recorded under County Cleric's
Instrument No, D205353550 and also being in the westerly line of Interstate Highway 1-35W;
THENCE S 10 degrees 25 minutes 02 seconds E with the westerly line of Interstate
Highway I"35W, 638.79 feet to a highway monument found at the beginning of a curve to the
right;
Thence 589.07 feet with the arc of said curve to the right and the westerly line of
Interstate Highway I-35W to a highway monument found in the southerly line of said
29.251 acre tract and in the northerly line of an 18.58 acre tract described in a deed to
Brookhollow 1170 Limited Partnership and recorded in Volume 15351, Page 368 said deed
records. Said curve to the right has a radius of 11,234,47 feet, a central angle of 3 degrees
00 minutes and 15 seconds and a long chord which bears S08 degrees 54 minutes 55 seconds E,
589.00 feet;
THENCE S 89 degrees 48 minutes 01 seconds W with the southerly line of said
29,251 acre tract and the northerly line of said 18058 acre tract, 647.87 feet to a 5/8" capped iron
found at the southerly southwest coiner of said 29,251 acre tract, the northwest corner of said
18.58 acre tract and in the easterly line of Old Denton Road;
THENCE. N 00 degrees 07 minutes 12 W with a westerly line of said 29,251 acre tract
and the easterly line of OId Denton Road, 51.32 feet to a 5/8" capped iron found at a corner of
said 29.251 acre tract;
THENCE S 89 degrees 57 minutes 48 seconds W with a line of said 29.251 acre tract,
31.90 feet to an "X" in concrete found in Old Denton Road at the westerly southwest corner of
said 29.251 acre tract;
I�&B Commercial Texas/Gartner-Western Center/
W, W. Willingham/H. Craig Finney
Special Wai7•anty Deed
Exhibit A, Page 1
THENCE N 00 degrees 01 minutes 48 seconds E with the westerly line of said
29.251 acre tract and in Old Denton Road, 1,161.63 feet to an "X" in concrete found at the
southwest corner of said 2.033 acre tract;
THENCE S 89 degrees 56 minutes 16 seconds E with the southerly line of said
2.033 acre tract, at 44.21 feet pass a 5/8" iron with cap found in the easterly line of Old Denton
Road and at the southwest corner of said Lot 5, Block 1, Western Center Addition and continue
on with the southerly lines of said 2.033 acre tract and said Lot 5 for a total distance of
472.49 feet to the point of beginning and containing 16.139 acres or 703,015 square feet.
IC&B Commercial Texas/Garh�er-Western Center/
W. W. Willingham/H. Craig Kinney
Special Warranty Deed
Exhibit A, Page 2
ANNEX A
Easements, Reservations, Restrictions and Covenants: This conveyance is made subject to
the following easements, reservations, restrictions and covenants.
1. Grantor reserves a cell phone tower easement (the "Tower Easement") in, on,
under, across and over the real property described on Schedule 1 and depicted on Schedule 2
attached to this Annex A and incorporated by reference uito this Annex A for all purposes (the
"Tower Easement Tract"), The Tower Easement shall be a flee, perpetual easement in, on,
under, across and over the Tower Easement Tract for the uninterrupted use, liberty and privilege
of the construction, operation, repair, maintenance, inspection and replacement of a cell tower
and related improvements thereon (together, the "Cell Tower Improvements"). The operation
of the Cell Tower Improvements may include placing telecommunications or similar equipment
thereon. The Cell Tower Improvements are not a part of the Property and are not conveyed to
Grantee by this Deed. The Tower Easement shall be an exclusive easement with respect to the
Tower Easement Tract.
2. Grantor reserves anon -exclusive easement that is appurtenant to the Tower
Easement on, across, under and over the area of the Property between the Tower Easement Tract
and Old Denton Road (the "Access Easement Tract") for the free and uninterrupted use, liberty
and privilege in, along, upon, under, across and over the Access Easement Tract for the purposes
of, (i) pedestrian and vehicular access, ingress and egress to and from the Tower Easement Tract
and Old Denton Road; (ii) construction, operation, repair, maintenance, inspection and
replacement of the Cell Tower Improvements; and (iii) location, construction, operation, repair,
maintenance, inspection and replacement of any utilities serving the Cell Tower Improvements.
3. Grantee shall be entitled to grant other easements over and across, and to use, the
Property (except for the Tower Easement Tract) for such purposes as Grantee shall deem
appropriate as long as such easements and uses do not interfere with the easements reserved
hereunder. Grantee shall not have any right to use any of the Tower Easement Tract.
�}. Other than the Cell Tower Improvements, neither Grantee nor any subsequent
owner of the Properly shall conmact, install, place or permit to exist any cell tower or similar
improvements upon the Property.
5. The easements, reservations, restrictions and covenants herein made, reserved and
established in favor of Grantor shall be for the benefit of Grantor and Grantor's heirs, executors,
administrators, representatives, successors and assigns, and the occupants, users, tenants,
subtenants, licensees and invitees of all or any part of the Tower Easement Tract, and shall be
assignable (both absolutely and/or as security); provided, however, that each such heir, executor,
administrator, representative, successor, assignee, occupant, user, tenant, sublicensee and invitee
shall be bound by and subject to the provisions hereof as if each had been made an original party
hereto.
IC&B Commercial Texas/Gartner-Western Center/
W. W. Willingham/H. Craig I�iimey
Special Wan'anty Deed
Annex A to Exhibit A, Page 1
6. Grantor and Grantor's heirs, executors, administrators, representatives, successors
and assigns shall have the right, fiom time to time, to lease and/or license the right to use the Cell
Tower Improvements, the Tower Easement Tract and the Access Easement Tract. Grantor and
Grantor's heirs, executors, administrators, representatives, successors and assigns also shall have
the right, at any time, to unilaterally release the Tower Easement and the other rights reserved in
this Annex A by recording a release in the Real Property Records of Tarrant County, Texas, and
upon the recordation of such a release, all of the easements, reservations, restrictions and
covenants contained in this Annex A automatically shall lapse and become null and void.
7. By Grantee's joinder on this Deed, Grantee grants and agrees to the easements,
reservations, restrictions, covenants and other rights described herein to Grantor and Grantor's
heirs, executors, administrators, representatives, successors and assigns, and the occupants,
users, tenants, subtenants, licensees and invitees of all or any -part of the Tower Easement Tract.
I�&B Commercial Texas/Gartner-Western Center/
W. W. Willingham/H. Craig Kiimey
Special WaiTanty Deed
Annex A to Exhibit A, Page 2
SCHEDULE I
Description of the Tower Easement Tract
All that certain tractor parcel of land lying and being situated in the Absalom Smith
Survey, Abstract Number 1419, Tarrant County, Texas, and being part of a called 29.251 acre
tract described in a described in a deed to W. W. Willingham III, and H. Craig Kinney, recorded
in Volume 10721, page 508 of the Deed Records of Tarrant County, Texas, and being more
particularly described as follows;
COMMENCING at an iron pin found at the southernmost southwest corner of said 29.251 acre
tract;
THENCE South 89 degrees 45 minutes 15 seconds east, a distance of 10.00 feet to a'/a inch iron
pin set with a yellow plastic cap stamped H & N 1849, at the POINT OF BEGINNING of the
herein described tract;
THENCE North 00 degrees 18 minutes 53 seconds east, a distance of 60.00 feet to a %2 inch iron
pin set with a yellow plastic cap stamped H & N 1849;
THENCE South 89 degrees 45 minutes 15 seconds east, a distance of 60.00 feet to a %2 inch iron
Mn set with a yellow plastic cap stamped H & N 1849;
THENCE South 00 degrees 18 minutes 53 seconds west, a distance of 60.00 feet to a %2 inch iron
pin set with a yellow plastic cap stamped H & N 1849;
THENCE North 89 degrees 45 minutes 15 seconds west, a distance of 60.00 feet to the POINT
OF BEGINNING and containing in all 0.082 acre of land.
I�&B Commercial Texas/Garhier-Western Center/
W. W. Willingham/H. Craig Kinney
Special Warranty Deed Schedule 1 to Annex A of Exhibit A
1
SCHEDULE 2
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K&B Conunercial TexaslGartner-Western Center/
W. W. Willingham/Ii, Craig Kinney
Special Warranty Deed
Schedule 2 to Annex A of Exhibit A
ey:
WGK DEVELOPMENT INC
8525 FERNDALE RD STE 204
DALLAS TX 75238
SubmitEer: DEB SKINNER
SU�ANNE HEN�nERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
1Q0 WEST WEATHERFORD
FORT WORTH, TX 7619&0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
For Registration:
Instrument #:
D20706644'!
02/23l2007 02:20 PM
D2070ti6441
$60.00
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.
I, LIEU
ORGANIZATIONAL1 1 .:
•i
GK DEVELOPMENTI
Ine undersigned, being all of the Directors ofDevelopment, c.7 a Texas
corporation (the "Corporation"), named in the Certificate of Formation of the Corporation filed
with the Secretary of State of Texas on June 19, 2006 (Filing Number 800670391), hereby
consent in writing, pursuant to the provisions of Section 6.201(b) of the Texas Business
Organizations Code, to the taking of the following actions and to the adoption of the following
resolutions:
RESOLVED, that the Certificate of Formation of fhe Corporation, as filed with
the Secretary of State of the State of Texas on Tune 19, 2006, is hereby in all respects
confirmed, ratified, approved and adopted, and that upon election, the Secretary of the
Corporation is hereby directed to insert such Certificate of Formation., as certified by the
Secretary of State of the State of Texas, in the minute book of the Corporation; and
further
RESOLVED, that the Bylaws that have been prepared fox the Corporation are
hereby in all respects confirmed, ratified, approved and adopted as the official Bylaws of
the Corporation, to govern the conduct of its corporate affairs, and that upon election, the
Secretary of the Corporation is hereby directed to insert the same in the minute book of
the Corporation; and f ther
RESOLVED, that the appropriate officers of the Corporation are hereby in all
respects authorized, empowered and directed to issue 10,000 fully paid and
non assessable shares of the Common Stock of the Corporation to the following parties in
consideration of the payment (pro rata) to the Corporation of $10,000 cash: 1(i) H. Craig
Kinney— 2,000 shares; (ii) W.W. Willingham 111='1,500 shares; (iii) Kelvin CBerens —
1,500 shares; (iv) Gigi Gartner — 800 shares; (v) Robert Gartner- 750 shares; (vi) Brenda
Berg — 750 shares; (vii) 1992 H. Craig Kinney Trust - 500 shares; (viii) 1992 David B.
Kinney Trust — 500 shares; (ix) 1992 Jane A. Kixmey Stadler Trust - 500 shares; (x) 1992
Lee Kinney Marshall Trust— 500 shares; (xi) 1992 Lisa Z<inney Brown Trust - 500
shares; and (xii) Louise Gartner — 200 shares.
RESOLVED, that the persons listed below are hereby elected to serve an officers
of the Corporation :tn the offices set forth opposite their names below for the ensuing year
or until the earlier of their death, their resignation, their removal from office by the
Directors or the Board.ofDirectors of the Corporation or the election and qualification of
their successors by the Directors or the Board of Directors of the Corporation:
WGI�Development, Inc.
Written Consent of Directors in Lieu of Organizational Meeting (6/19/0� Page 1
1Vame Office
Q WWV Willingham III President
H. Craig Kinney Vice President
Gigi Gartner Secretary/Treasurer
AND FURTHER RESOLVED, that the President is hereby in all respects
authorized for and on behalf of the Corporationn to establish a banking relationship with
away bank, including such accounts with such bank as the President of the Corporation
deems necessary, appropriate or desirable; that the form of any and all resolutions
required by such bank connection with the establishment of such accounts and
approved by the President of the Corporation are hereby in all respects ratified,
confirmed, approved and adopted; and that all such persons as may be authorized and
approved by the President of the Corporation as signatories with respect to such accounts
may. act as signatories with respect to such accounts; andftther
RESOLVED, that the Corporation hereby adopts the calendax year as its fiscal
year for all financial reporting and tax purposes; and further
RESOLVED, that -the Corporation hereby adopts, approves, ratifies and confirms
all contracts (including employment contracts), leases, agreements and other actions
heretofore taken or performed by the organizers, incorporators, promoters and current
directors and officers of the Corporation, and any and all other transactions involving
such persons that heretofore were entered into with a good faith belief that such
transactions wereTor the benefit and on behalf of the. Corporation; and further
RESOLVED, that the Corporation will pay all costs and expenses incurred by any
incorporator, promoter, director or officer of the Corporation in connection with the
promotion, creation, formation and incorporation of the Corporation; and flitCher
RESOLVED, that the appropriate of£tcexs of the Corporation are hereby
authorized to execute and deliver such documents and take such action as they may deem
necessary or appropriate to effect the intent and accomplish the purposes of the foregoing
resolutions.
EXECUTED as of the 19a' day of June, 2006.
WGI� Development, Inc.
Written Consent of Directors in Lieu of Organizational Meeting (6/19/06) Page
GZGZ GA RTNER
G�IGK Aevelopmenf, Tnc.
Written Consent ofDizectors in Lieu of Organizational Meeiing (6/19/0�
Page 3