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Letter with designation of Program Effective Date
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5 Our umoll Wr I)W MBO Ag Mmi DMA SslnlJ c
ORDINANCENO 00" a
AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER
CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF
PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE
BUSINESS ACTIVITY IN THE CITY OF DENTON, APPROVING AN ECONOMIC
DEVELOPMENT PROGRAM GRANT AGREEMENT WITH DENTON CROSSING
PARTNERS, LTD REGARDING THE DEVELOPMENT OF AN APPROXIMATE 52 ACRE
PARCEL OF LAND LOCATED AT THE SOUTHWEST CORNER OF LOOP 288 AND
SPENCER ROAD, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, Denton Crossing Partners, Ltd ("DCP") has made a request of the City of
Denton to establish an economic development program under Chapter 380 of the Texas Local
Government ("Chapter 380") to stimulate the development of commercial property within the
City of Denton, and
WHEREAS, the City Council by this ordinance is establishing an economic development
program under Chapter 380 which will stimulate business activity in the City and promote the
public interest (the "Program"),
WHEREAS, to effectuate the Program the City and DCP have negotiated an Economic
Development Grant Agreement (the "Agreement"), a copy of which is attached hereto and made
a part hereof by reference, and
WHEREAS, the City Council finds that the Program and Agreement promote economic
development and will stimulate commercial activity within the City of Denton for the benefit of
the public, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION 1 The recitals and findings contained in the preamble of this ordinance are
incorporated into the body of this ordinance
SECTION 2 The Mayor or in case of her absence the Mayor Pro Tem, is hereby
authorized to execute the Agreement on behalf of the City of Denton and to carry out the City's
responsibilities and rights under the Agreement, including without limitation the authorization to
make the expenditures set forth in the Agreement
SECTION 3 This ordinance shall become effective immediately upon its passage and
approval
PASSED AND APPROVED this the a day of &Vegkoli 12001
&� Ae
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
idL' / d./.. G.l,//4 i
i
APPROVED AS TO LEGAL FORM
(MOM]
:•
Page 2
THE STATE OF TEXAS §
COUNTY OF DENTON §
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
DENTON CROSSING PARTNERS, LTD
This Economic Development Program Grant Agreement ("Agreement") is made and
entered into by and between DENTON CROSSING PARTNERS, LTD ('DCP"), a Texas
limited partnership, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for
the purposes and considerations stated below
Section 1. Authorization.
This Agreement is made pursuant to the Econonuc Development Programs provisions of
TEX LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local econonuc
development and to stimulate business and commercial activity in the City of Denton
Section 2. Definitions
"Actual Cost" or "Actual Cost of the Public Participation Items", means the actual
amount of money paid for the construction, design and other work listed among the Estimated
Costs of the Public Participation Items at Exhibit A attached hereto, but as to construction and
design applicable to such items, not to exceed the reasonable and customary cost for the
construction and design of similar items in the Dallas -Fort Worth area The parties agree and
understand that the Actual Cost of any individual category of items listed may exceed the
corresponding estimated amount listed in Exhibit A provided that the total amount of the
Program Grant excluding Interest shall not exceed $7,250,000,000
"Grantee" means DCP, its successors, or any party to whom DCP may assign this
Agreement
"Improvements" means retail shopping center buildings containing a minimum of
350,000 square feet of floor area to be constructed on the Property in a manner consistent with
other high quality shopping venues located in the Dallas -Fort Worth area (the "Retail
Improvements") along with the Public Participation Items listed as Exhibit A attached hereto
"Interest" means interest on any unpaid balance of the Program Grant which shall accrue
at a rate equal to the London Interbank Offered Rate (LIBOR) plus 275 basis points, and shall be
calculated and compounded monthly The unpaid balance of the Program Grant shall be
calculated based on the Actual Costs of the improvements and work represented as Public
Participation Items in Exhibit A As such Actual Costs are incurred by Grantee, such costs shall
represent an equivalent component of the Program Grant for purposes of calculating Interest
Such Program Grant components shall accrue interest for the term of the Program from the date
that Grantee incurs the corresponding costs for the design, construction, or other work
representing the Public Participation Items
"Monthly Sales Tax Report" means the monthly report received from the Texas State
Comptroller that shows the amount of Total Taxable Sales for a month period
"Program" means 180 consecutive monthly payments of economic development grant
installments and accrued Interest approved by the City Council pursuant to the Act and this
Agreement
"Program Effective Date" means the date upon which Grantee elects to begin
participation in the Program, which may be the first day of any month following Tenant
Occupancy, as provided in Section 3
"Program Grant" means a grant of of 1% of the Total Taxable Sales for a period of 180
consecutive months, but not to exceed $7,250,000 00 plus accrued Interest, and not to exceed the
Actual Cost of the Public Participation Items, to be paid by the City to the Grantee in 180
monthly installments during the term of the Program
"Property" means that certain tract of approximately 52 acres more particularly described
in Exhibit B attached hereto
"Public Participation Items" means those improvements, design construction and other
work and cost items described on Exhibit A
"Retail Improvements" (see "Improvements" )
"Spencer Road Improvements" means the construction of two additional lanes of Spencer
Road from the northeast corner to the northwest corner of the Property in accordance with City
of Denton specifications
"Substantial Completion of the Improvements" means with regard to any public works
items, the date the contractor issues a certificate of completion, and for the Retail Improvements
the date of final inspection approval by the City Building Official of a mimmum of 350,000
square feet of space for retail shopping
"Total Taxable Sales" means the total amount of all sales from which sales and use tax is
collected from businesses located on the Property
"Tenant Occupancy" means the date a certificate of occupancy is issued for the first retail
tenant of the Retail Improvements
Section 3. Term
This Agreement shall be effective as of the date of execution by both parties At any time
following execution of this Agreement but not before Tenant Occupancy, the Grantee may elect
to designate the first day of any month to be the Program Effective Date by providing written
notice to the City of such election 60 days prior to the designated date The term of the Program
will be 180 consecutive months beginning on the date of the first Program Grant installment
payment This Agreement will terminate upon the earlier of a) the payment to Grantee of the full
amount of the Program Grant, or b) payment in full of all 180 Program Grant installments
pursuant to the computation method provided at Section 5 of this Agreement for each month
during the term of the Program
Section 4. Program Grant
For each month of the Program Grant term, City agrees, subject to the conditions
contained in this Agreement, to make a Program Grant installment payment to Grantee on or
before thirty days following the City's receipt from the State Comptroller of the Monthly Sales
Tax Report indicating sales tax revenue from businesses located on the Property Monthly
Program Grant installment payments shall be calculated as provided in Section 5 below Tenant
Occupancy shall be a condition precedent to the initiation of Program Grant payments Program
Grant payments may be withheld at any time if there are delinquent property taxes on the
Property and will not be resumed until such delinquency is cured Notwithstanding anything
contained herein to the contrary, the Program Grant installment payments will cease, this
Agreement will automatically terminate, and Grantee will refund to the City all Program Grant
payments previously made if there is not Substantial Completion of the Improvements by
December 31, 2004
Section 5. Computation of Program Grant
Program Grant installment payments for each month of the Program term shall be made
in an amount equal to '/Z of 1% of the Total Taxable Sales for the preceding month indicated by
the most recent State Comptroller's Monthly Sales Tax Report for the Property The City's
obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax
Report If the State Comptroller shall cease to issue Monthly Sales Tax Reports, City and
Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative
method of computing monthly installment payments
Section 6. Other Grantee Obligations
In consideration of the Program Grant, Grantee agrees as follows
(a) The Retail Improvements shall be designed and constructed to provide attractive
retail environment consistent with other first class retail centers in the Dallas -Fort
Worth area Design shall reflect an attention to architectural details, the use of
high quality materials and finishes, visual interest, and articulation of building
facades that is generally consistent with the design features shown in Exhibit C
(b) In the event of tenant turnover, Grantee shall diligently seek to obtain quality
retail tenants that are new to the Denton retail market However, existing Denton
retail businesses shall not be prohibited from leasing retail space at the Property
(c) The Spencer Road Improvements will be constructed by the City as a part of a
City public works project to extend Spencer Road to Woodrow Lane (the "Public
Works Project") Grantee shall advance to the City the cost of the Spencer Road
Improvements as determined by the lowest responsible bidder for the Public
Works Project within 30 days after written notice to Grantee from the City of such
cost Such cost is currently estimated to be $701,500 00 Failure to do so will be
a default under tins Agreement and the City may withhold all Program Grant
payments until said sum is received by the City As provided at Exhibit A,
reimbursement for the Actual Cost of the Spencer Road Improvements is included
in the calculation of the Program Grant
(d) The Property will not be conveyed during the term of this Agreement to any entity
whose ownership of the Property would cause the Property to become exempt
from ad valorem taxes unless an agreement with the City to ensure a program of
payments in lieu of ad valorem taxes has first been agreed upon
With the exception of certain engineering design costs incurred for Spencer Road as provided
below, Grantee shall have no obligations pursuant to this Agreement if Grantee provides City
with notice of its intention to terminate this Agreement ("Notice of Termination") prior to
designating a Program Effective Date or taking receipt of Program Grant installment payments
pursuant to this Agreement Notwithstanding the foregoing, Grantee shall be obligated to
reimburse City for any Spencer Road engineering design costs incurred by the City between the
effective date of this Agreement and the date of the Notice of Termination up to an amount not to
exceed $50,000 provided that City gives Grantee 14 days prior written notice of its intent to
incur such costs The City shall not be liable for any reimbursements of costs expended for
Improvements if Grantee terminates the Agreement pursuant to this section
Section 7. Audits and Monitoring
During the term of this Agreement, the City reserves the right to conduct audits of the
sales and use tax records of businesses located on the Property if, in the sole opinion of the City,
such action is determned to be necessary Grantee agrees upon request to use reasonable efforts
to assist the City in obtaining such records from tenant taxpayers Failure to provide such
assistance shall be grounds for default, and City may withhold any installment payment until
such assistance is provided During the term of this Agreement, the City will keep, or cause to
be kept, copies of the Monthly Tax Reports and proper and current books and accounts in which
complete and accurate entries shall be made of the amount of sales taxes received by the City
from the State of Texas attributed to the Retail Improvements and such other calculations,
allocations and payments required by this Agreement During the term, the City shall prepare
within 180 days after the close of each fiscal year of the City, a complete financial statement for
such year in reasonable detail covering the above information, and shall furnish a copy of such
statement to Grantee Upon the request of Grantee, and at Grantee's expense, City shall have the
annual Program Grant financial statement prepared by an independent certified public
accountant Upon request of Grantee, City shall provide copies of City records related to the
Program Grant to investors, lenders, or other parties designated by the Grantee
Section 8 Default
If either party should default (the 'Default Party") with respect to any of its obligations
hereunder and should fail, within thirty (30) days after delivery of written notice of such default
from the other party (the "Complaining Party") to cure such default, the Complaining Party, by
action or proceeding at law or in equity, may be awarded its damages and/or specific
performance for such default The Complaining Party may exercises any other rights and
remedies it may have under this Agreement or as provided by law which rights and remedies are
cumulative
Section 9. Mutual Assistance
The City and the Grantee shall do all things necessary or appropriate to carry out the
terms and provisions of this Agreement and to aid and assist each other in carrying out the terms
and provisions of this Agreement
Section 10. Indemnity
It is understood and agreed that Grantee in performing its obligations hereunder is acting
independently and the City assumes no responsibilities or liabilities in connection therewith to
third parties and grantee agrees to defend, indemnify and hold harmless the City from and
against any and all claims, suits, and causes of action of any nature whatsoever ansing out of
grantee's obligations hereunder Grantee's indemnification obligations include the payment of
reasonable attorney's fees and expenses incurred by the City in connection with such claims,
suits, and causes of action
Section 11. Representations by the City
The City represents that
(a) The City is a home rule Texas municipal corporation and has the power to enter
into and has taken all actions to date required to authorize this Agreement and to carry out its
obligations hereunder,
(b) The City knows of no litigation, proceedings, initiative, referendum, investigation
or threat of any of the same contesting the powers of the City or its officials with respect to this
Agreement that has not been disclosed in writing to Grantee,
(c) The City knows of no law, order, rule or regulation applicable to the City or to the
City's governing documents that would be contravened by, or conflict with the execution and
delivery of this Agreement
(d) This Agreement constitutes a valid and binding obligation of the City, enforceable
according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of
general application affecting creditors' rights and by equitable principles, whether considered at
law or in equity Subject to the indemnity provided by Section 10 of this Agreement, the City
will defend the validity of this Agreement in the event of any litigation ansing hereunder that
names the City as a party or which challenges the authority of the City to enter into or perform
its obligations hereunder City recognizes that Grantee intends to commence construction and
expend substantial monies in reliance upon the accuracy of the representation and warranty of
the City as set forth in this Section 11
Section 12. Representations and Warranties by Grantee
Grantee represents that
(a) Grantee is a Texas linuted partnership duly organized and validly existing under
the laws of the State of Texas and is, or will prior to the effective date of this Agreement, be
qualified to do business in the State of Texas, has the legal capacity and the authority to enter
into and perform its obligations under this Agreement,
(b) The execution and delivery of this Agreement and the performance and
observance of its terms, conditions and obligations have been duly and validly authorized by all
necessary action on its part to make this Agreement,
(c) Grantee knows of no litigation proceeding, initiative, referendum, or investigation
or threat of any the same contesting the powers of the City, Grantee or any of its principals or
officials with respect to this Agreement that has not been disclosed in writing to the City, and
(d) Grantee has the necessary legal ability to perform its obligations under this
Agreement and has the necessary financial ability, through borrowing or otherwise, to construct
the Improvements This Agreement constitutes a valid and binding obligation of Grantee,
enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and
other laws of general application affecting creditors' rights and by equitable principles, whether
considered at law or in equity
Section 13 Rights of Lenders and Interested Parties
The City is aware that financing for acquisition, development and/or construction of the
Improvements may be provided, in whole or in part, from time to time, by one or more third
parties, including, without limitation, lenders, major tenants, equity partners and purchasers or
developers of portions of the Property (collectively, "Interested Parties") In the event of default
by Grantee, the City shall provide notice of such event of default at the same time notice is
provided to Grantee, to any Interested Parties previously identified to the City If any Interested
Parties are pernutted under the terms of its agreement with Grantee, to cure the event of default
and/or to assume Grantee's position with respect to this Agreement, the City agrees to recognize
such rights of any Interested Parties and to otherwise permit such Interested Parties to assume all
of the rights and obligations of Grantee under this Agreement The City shall, at any time upon
reasonable request by Grantee, provide to any Interested Party an estoppel certificate or other
document evidencing that this Agreement is in full force and effect and that no event of default
by Grantee exists hereunder (or, if appropriate, specifying the nature and duration of any existing
event of default) Upon request by any Interested Party, the City will enter into a separate
assumption or similar agreement with such Interested Party, consistent with the provisions of this
Section 13
Section 14. Changes and Amendments
Except as specifically provided otherwise in this Agreement, any alterations or deletions
to the terms of this Agreement shall be by written amendment executed by both parties to this
Agreement
Section 15. Successors and Assigns
This Agreement shall be binding on and inure to the benefit of the parties, their respective
successors and assigns The Grantee may assign all or part of its rights and/or obligations
hereunder upon written notice to the City of such assignment
Section 16 Notice
Any notice and/or statement required or permitted to be delivered shall be deemed
delivered by depositing same in the United States mail, certified with return receipt requested,
postage prepaid, addressed to the appropriate party at the following addresses, or at such other
addresses provided by the parties in writing,
If to the Grantee Denton Crossing Partners, Ltd
8235 Douglas Avenue
Suite 1300
Dallas, Texas 75225
Attn Ben Hummel
and to
Jenkens & Gilchrist, P C
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
Attn Susan Mead
If to the City City Manager
City of Denton
215 E McKinney
Denton, Texas 76201
Section 17. Venue
The obligations of the parties to this Agreement are performable in Denton County,
Texas, and if legal action is necessary to enforce same, exclusive venue shall lie in Denton,
Texas
Section 18. Applicable Laws
This Agreement is made subject to the provisions of the Charter and ordinances of City,
as amended, and all applicable State and federal laws
Section 19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws and
court decisions of the State of Texas
Section 20 Legal Construction/Partial Invalidity of Agreement
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Agreement shall be
considered as if such invalid, illegal, or unenforceable provision had never been contained in this
Agreement
fh
EXECUTED and effective as of the day ofh"& 2001, by City, signing by
and through its Mayor, duly authorized to execute same by action of the City Council and by
Grantee, acting through its duly authorized officials
CITY OFF DENTOONN,,�TEXAS
�J
EULINE BROCK, Mayor
ATTEST
JENNIFER WALTERS, CITY SECRETARY
ill L' l �/ w _/,11 I/ /
APPROVED AS TO LE AL FORM
HERBERT LeAOUT , CITY ATTORNEY
M1
GRANTEE
DENTON CROSSING PARTNERS, LTD a Texas
limited partnership
By Denton Crossing GP, LLC, a Texas limited
liability company, its sole General Partner
By HUNT PROPERTIES, INC a Texas
corpin, Mr
By o
AL ALLRED, President
ACKNOWLEDGMENTS
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the,
Brock, Mayor of the City of Denton, Texas, on behalf
ANN FORSYTHE
Notary Public, State of Texas
My Commission Expim
'+xt;, y�*" MAY 9, 2002
STATE OF TEXAS
COUNTY OF ZDALGAS
Notary
y of 2001, by Eulme
9 city
I AA
in and for the tate of Texas
My Commission expires 9 '1194 `0 �-
This instrument was acknowledged before me on the I I1 day of �'�/�' 4 2001 by Al
Allred, President of Hunt Properties, Inc , a Texas corporation, as manager for Denton Crossing
GP, LLC, a Texas linuted liability company, as general partner of Denton Crossing Partners,
Ltd , a Texas limited partnership, on behalf of said limited partnership
l�, JO ANN M STEPHENS Notary Pu ic, m and for a State of Texas
�7 `° "s Notary Public state of Texas
My Commission Expires 1107 04 My Commission expires 1 � � o7- 0Commission
4U,."
EXHIBIT "A"
THE "PUBLIC PARTICIPATION ITEMS"
Denton Crossing Partners, Ltd
Chapter 380 Estimated Costs Eligible for Reanbursement
Site Work
$794,924
Wetlands Ivhtigation
45,500
Drainage Improvements
493,350
Grading — Pond Drain & Fill (404 Permit)
289,894
Brinker Road (Includes Utilities)
586,650
Spencer Road (Includes Utilities) - Contribution to City Project
701,500
Loop 288 Utilities (Relocation & Upgrade)
500,700
SignaLzation Upgrades on Loop 288 @ Brinker and Spencer
40,000
Impact Fees (Water & Sewer)
600,000
Engineering & Contingency for Road & Utility Improvements
230,684
Appraisal
15,000
Legal
250,000
Architectural
400,000
Replatting
25,000
Survey
50,000
Environmental
5,000
Geotechmcal
25,000
Construction Testing/Inspection
100,000
Title & Closing
125,000
Harmon Comm on Hudspeth
17,923
Construction Interest (Land, Hard & Soft Costs)
1,853,875
Property Taxes During Construction
100,000
Total
$7,250,000
11
Hunt Properties Mary L Austin, Survey, A-4
54 13 Acres J S Taft Survey, A-1256
STATE OF TEXAS §
COUNTY OF DENTON §
BEING a 54 13-acre tract of land situated in both the Mary Austin Survey, Abstract No 4
and the J S Taft Survey, Abstract No 1256, Denton County, Texas, and consisting of the
following tracts of land 1) Lot 1, Block A, of the Lone Star Par 3 Addition as recorded in
Cabinet 1, Slide 277, Deed Records, Denton County, Texas, 2) a 5 08-acre tract of land
conveyed to Roy Dean and wife, Patsy Smith, by deed dated January 8, 1963, and
recorded In Volume 489, Page 92, of the Deed Records of Denton County, Texas, 3) a
0 82-acre tract of land conveyed to Orval L Allison and wife, Manlyn Allison by deed dated
August 21, 1968, and recorded in Volume 571, Page 486 of the Deed Records, Denton
County, Texas, 4) a 0 99-acre tract of land described as the First Tract conveyed to Mark A
Kuhn by deed dated August 14, 1998, and recorded in Volume 4163, Page 680, Deed
Records of Denton County, Texas, 5) a 6 8-acre tract of land described as the Second Tract
conveyed to Mark A Kuhn by deed dated August 14, 1998, and recorded in Volume 4163,
Page 680, Deed Records of Denton County, Texas, being that same tract of land conveyed
to Baptist Foundation of Texas by deed recorded in Volume 4163, Page 674, Deed Records
of Denton County, Texas, 6) a 0 68-acre tract of land conveyed to Doris M Shiflet and
William P Schweitzer by deed recorded in Volume 1129, Page 61, Deed Records of Denton
County, Texas, 7) a 0 51-acre tract of land conveyed to William D Schweitzer by deed
recorded in County Clerk's File No 95R-0080326, Deed Records of Denton County, Texas,
8) a 0 50-acre tract of land conveyed to J Hudspeth and wife, Dons Hudspeth by deed
recorded in Volume 1708, Page 661 of the Deed Records, Denton County, Texas, 9) a
1 96-acre tract of land conveyed to J Hudspeth and wife, Dons M Hudspeth by deed
recorded in Volume 1492, Page 129 of the Deed Records of Denton County, Texas, said
54 13 acres being more particularly described as follows with the basis of bearing being the
northeasterly line of Spencer Road as it intersects the northwesterly right-of-way line of
State Highway 288, being called North 74036'30" West, in Volume 1492, Page 129 of the
Deed Records, Denton County, Texas
BEGINNING at a 1/2-inch iron rod found for the southwest corner of Lot 1, Block A, of the
Lone Star Par 3 Addition, also being the southeast corner of Waterford at Spencer Oaks
Addition, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet N,
Page 221-223, of the Plat Records, Denton County, Texas, also being in the northwesterly
right-of-way line of State Highway Loop 288 (variable width right-of-way),
THENCE, North 00013'40" West, leaving the northwesterly right-of-way line of said State
Highway 288, with the common line of said Lone Star Par 3 Addition, Waterford at Spencer
Oaks Addition and two tracts of land conveyed to Charles E Bailey as recorded in Volume
4083, Page 1299, Deed Records, Denton County, Texas, a distance of 1679 76 feet, to a
1/2-inch iron rod found for the northwest corner of the said Lone Star Par 3 Addition, also
being in the south right-of-way line of Spencer Road, (55-foot right-of-way at this point),
THENCE, South 88°03'04" East, leaving the east line of the said Bailey tracts, with the
south right-of-way line of said Spencer Road, a distance of 1125 52 feet, to a 1/2-inch iron
rod found for the northeast corner of the said Lone Star par 3 Addition, also being the
northwest corner of a tract of land conveyed to Lone Star Gas, as recorded in Volume 410,
page 455, Deed Records, Denton County, Texas,
Hunt Properties Mary L Austin, Survey, A-4
54 11 Acres J S Taft Survey, A-1256
THENCE, South 02010'48" West, leaving the south nght-of-way line of said Spencer Road,
with the west line of the said Lone Star Gas tract, a distance of 144 97 feet, to a 1/2-inch
iron rod found for corner, also being the most westerly north comer of a tract conveyed to
Roy Dean and Patsy Smith, as recorded in Volume 489, Page 92, Deed Records, Denton
County, Texas,
THENCE, South 88°01'49" East, with the south line of said Lone Star Gas Co tract, a
distance of 50 43 feet to a 1/2-Inch iron rod marking the southeast corner of said Lone Star
Gas Co tract,
THENCE, North 02003'00" East, with the east line of said Lone Star Gas Cc tract, a
distance of 145 51 feet to a 1/2-Inch iron rod marking the northern most northwest corner of
said Roy Dean and Patsy Smith tract of land, said point being in the south right-of-way line
of Spencer Road,
THENCE, South 88035'12" East, with the south right-of-way line of Spencer Road and north
line of said Roy Dean and Patsy Smith tract, a distance of 259 91 feet to a 1/2-inch iron rod
found for the northeast corner of said Roy Dean and Patsy Smith Tract,
THENCE, North 00042130" West, leaving the south right-of-way line of said Spencer Road, a
distance of 5164 feet, to a 1/2-Inch Iron rod found for corner in the north nght-of-way line of
said Spencer Road, also being the northwest comer of the said Dons M Shiflet and William
D Schweitzer tract, recorded in Volume 1129, Page 61, Deed Records, Denton County,
Texas,
THENCE, South 88°33'38" East, continuing with the north right-of-way line of said Spencer
Road, a distance of 139 74 feet, to a 3/8-inch iron rod found for corner, from which a 3/8-
inch iron rod found in the south right-of-way of said Spencer Road, bears South 00013'09"
East, a distance of 5179 feet,
THENCE, South 88°12'54" East, continuing with the north right-of-way line of said Spencer
Road, a distance of 216 64 feet, to a 3/4-inch iron rod found for corner,
THENCE, South 86053'07" East, continuing with the north right-of-way line of Spencer
Road, a distance of 257 31 feet, to a 3/4-inch iron rod found for corner,
THENCE, South 74036'30" East, continuing with the north right-of-way line of Spencer road,
a distance of 247 19 feet, to a 1/2-inch iron rod found for corner in the northwesterly nght-of-
way line of State Highway 288,
THENCE, South 29041'00" West, leaving the north right-of-way line of said Spencer Road,
and with the northwest nght-of-way line of said State Highway 288, a distance of 59 86 feet
to a brass right-of-way monument found for corner,
Hunt Properties Mary L Austin, Survey, A-4
54 11 Acres J S Taft Survey, A-1256
THENCE, South 19°53'05" East, continuing with the northwest right-of-way line of said State
Highway 288, a distance of 55 59 feet to a 5/8-Inch Iron rod (with yellow cap stamped
"Cotton Surveying") set for corner from which a wood highway monument bears South
19053'05" East, 0 93 feet, said Iron rod also being the point of beginning of a non -tangent
curve to the right, having a radius of 2804 93 feet, a chord bearing South 44°05'54" West,
and a chord distance of 772 44 feet,
THENCE, southwesterly with the northwesterly nght-of-way of State Highway 288 along
said curve to the right, passing at 90 66 feet a found 2-inch Iron pipe marking the
southeastern corner of that certain tract of land conveyed to J Hudspeth and wife, Doris
Dudspeth by deed recorded in Volume 1492, Page 129 of the Deed Records of Denton
County, Texas, a total arc distance of 774 90 feet, to a brass right-of-way monument found
for corner,
THENCE, South 58029'42" West, continuing with the northwesterly right-of-way line of State
Highway 288, a distance of 195 86 feet, to a brass right-of-way monument found for corner,
being the beginning of a curve to the right, having a radius of 2789 93, a chord bearing of
South 58"13'22" West, and a chord distance of 213 44 feet,
THENCE, southwesterly with the northwesterly right-of-way of State Highway 288 along
said curve to the right, a total arc distance of 213 49 feet to a brass right-of-way monument
found for corner,
THENCE, South 60°43'30" West, continuing with the northwesterly nght-of-way line of State
Highway 288, a distance of 302 44 feet, to a 5/8-inch Iron rod found for the southwest
corner of a tract of land conveyed to Orval Allison, as recorded in Volume 571, Page 488,
Deed Records, Denton County, Texas
THENCE, South 60023'32" West, continuing with the northwesterly right-of-way line of State
Highway 288, a distance of 673 15 feet to a found 1/2-inch iron rod,
THENCE, South 65038'34" West, along the said north right-of-way line, a distance of 585 32
feet to the POINT OF BEGINNING, CONTAINING 54 13 acres of land In Denton County,
Texas
DECEMBER 3, 2001
1 OOCS\ENG\CPC\DALLAS\HUNT PROPERTIES
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4989 00274
1.3`_3P'.rG2
THE STATE OF TEXAS §
COUNTY OF DENTON §
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
DENTON CROSSING PARTNERS, LTD
This Economic Development Program Grant Agreement ('Agreement") is made and
entered into by and between DENTON CROSSING PARTNERS, LTD ("DCP"), a Texas
limited partnership, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for
the purposes and considerations stated below
Section 1. Authorization.
Tlus Agreement is made pursuant to the Economic Development Programs provisions of
TEX LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local econorruc
development and to stimulate business and commercial activity in the City of Denton
Section 2. Definitions
"Actual Cost" or "Actual Cost of the Public Participation Items", means the actual
amount of money paid for the construction, design and other work listed among the Estimated
Costs of the Public Participation Items at Exhibit A attached hereto, but as to construction and
design applicable to such items, not to exceed the reasonable and customary cost for the
construction and design of similar items in the Dallas -Fort Worth area The parties agree and
understand that the Actual Cost of any individual category of items listed may exceed the
corresponding estimated amount listed in Exhibit A provided that the total amount of the
Program Grant excluding Interest shall not exceed $7,250,000,000
"Grantee" means DCP, its successors, or any party to whom DCP may assign this
Agreement
"Improvements" means retail shopping center buildings containing a minimum of
350,000 square feet of floor area to be constructed on the Property in a manner consistent with
other high quality shopping venues located in the Dallas -Fort Worth area (the "Retail
Improvements") along with the Public Participation Items listed as Exhibit A attached hereto
"Interest" means interest on any unpaid balance of the Program Grant which shall accrue
at a rate equal to the London Interbank Offered Rate (LIBOR) plus 275 basis points, and shall be
calculated and compounded monthly The unpaid balance of the Program Grant shall be
calculated based on the Actual Costs of the improvements and work represented as Public
Participation Items in Exhibit A As such Actual Costs are incurred by Grantee, such costs shall
represent an equivalent component of the Program Grant for purposes of calculating Interest
4989 00275
Such Program Grant components shall accrue interest for the term of the Program from the date
that Grantee incurs the corresponding costs for the design, construction, or other work
representing the Public Participation Items
"Monthly Sales Tax Report" means the monthly report received from the Texas State
Comptroller that shows the amount of Total Taxable Sales for a month period
"Program" means 180 consecutive monthly payments of econorruc development grant
installments and accrued Interest approved by the City Council pursuant to the Act and this
Agreement
"Program Effective Date" means the date upon which Grantee elects to begin
participation in the Program, which may be the first day of any month following Tenant
Occupancy, as provided in Section 3
"Program Grant" means a grant of ih of 1% of the Total Taxable Sales for a period of 180
consecutive months, but not to exceed $7,250,000 00 plus accrued Interest, and not to exceed the
Actual Cost of the Public Participation Items, to be paid by the City to the Grantee in 180
monthly installments during the term of the Program
"Property" means that certain tract of approximately 52 acres more particularly described
in Exlubit B attached hereto
"Public Participation Items" means those improvements, design construction and other
work and cost items described on Exhibit A
"Retail Improvements" (see "Improvements" )
"Spencer Road Improvements" means the construction of two additional lanes of Spencer
Road from the northeast corner to the northwest corner of the Property in accordance with City
of Denton specifications
"Substantial Completion of the Improvements" means with regard to any public works
items, the date the contractor issues a certificate of completion, and for the Retail Improvements
the date of final inspection approval by the City Building Official of a mimmum of 350,000
square feet of space for retail shopping
"Total Taxable Sales" means the total amount of all sales from which sales and use tax is
collected from businesses located on the Property
"Tenant Occupancy" means the date a certificate of occupancy is issued for the first retail
tenant of the Retail Improvements
Section 3. Term
This Agreement shall be effective as of the date of execution by both parties At any time
following execution of this Agreement but not before Tenant Occupancy, the Grantee may elect
4H9 00276
to designate the first day of any month to be the Program Effective Date by providing written
notice to the City of such election 60 days prior to the designated date The term of the Program
will be 180 consecutive months beginning on the date of the first Program Grant installment
payment This Agreement will terminate upon the earlier of a) the payment to Grantee of the full
amount of the Program Grant, or b) payment in full of all 180 Program Grant installments
pursuant to the computation method provided at Section 5 of this Agreement for each month
during the term of the Program
Section 4 Program Grant
For each month of the Program Grant term, City agrees, subject to the conditions
contained in tits Agreement, to make a Program Grant installment payment to Grantee on or
before thirty days following the City's receipt from the State Comptroller of the Monthly Sales
Tax Report indicating sales tax revenue from businesses located on the Property Monthly
Program Grant installment payments shall be calculated as provided in Section 5 below Tenant
Occupancy shall be a condition precedent to the initiation of Program Grant payments Program
Grant payments may be withheld at any time if there are delinquent property taxes on the
Property and will not be resumed until such delinquency is cured Notwithstanding anything
contained herein to the contrary, the Program Grant installment payments will cease, this
Agreement will automatically terminate, and Grantee will refund to the City all Program Grant
payments previously made if there is not Substantial Completion of the Improvements by
December 31, 2004
Section 5. Computation of Program Grant
Program Grant installment payments for each month of the Program term shall be made
in an amount equal to '/2 of 1% of the Total Taxable Sales for the preceding month indicated by
the most recent State Comptroller's Monthly Sales Tax Report for the Property The City's
obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax
Report If the State Comptroller shall cease to issue Monthly Sales Tax Reports, City and
Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative
method of computing monthly installment payments
Section 6. Other Grantee Obligations
In consideration of the Program Grant, Grantee agrees as follows
(a) The Retail Improvements shall be designed and constructed to provide attractive
retail environment consistent with other first class retail centers in the Dallas -Fort
Worth area Design shall reflect an attention to architectural details, the use of
high quality materials and finishes, visual interest, and articulation of building
facades that is generally consistent with the design features shown in Exhibit C
(b) In the event of tenant turnover, Grantee shall diligently seek to obtain quality
retail tenants that are new to the Denton retail market However, existing Denton
retail businesses shall not be prohibited from leasing retail space at the Property
(c) The Spencer Road Improvements will be constructed by the City as a part of a
'4909 00277
City public works project to extend Spencer Road to Woodrow Lane (the "Public
Works Project") Grantee shall advance to the City the cost of the Spencer Road
Improvements as determined by the lowest responsible bidder for the Public
Works Project within 30 days after written notice to Grantee from the City of such
cost Such cost is currently estimated to be $701,500 00 Failure to do so will be
a default under this Agreement and the City may withhold all Program Grant
payments until said sum is received by the City As provided at Exhibit A,
reimbursement for the Actual Cost of the Spencer Road Improvements is included
in the calculation of the Program Grant
(d) The Property will not be conveyed during the term of this Agreement to any entity
whose ownership of the Property would cause the Property to become exempt
from ad valorem taxes unless an agreement with the City to ensure a program of
payments in lieu of ad valorem taxes has first been agreed upon
With the exception of certain engineering design costs incurred for Spencer Road as provided
below, Grantee shall have no obligations pursuant to this Agreement if Grantee provides City
with notice of its intention to terminate this Agreement ("Notice of Termination") prior to
designating a Program Effective Date or taking receipt of Program Grant installment payments
pursuant to this Agreement Notwithstanding the foregoing, Grantee shall be obligated to
reimburse City for any Spencer Road engineering design costs incurred by the City between the
effective date of this Agreement and the date of the Notice of Termination up to an amount not to
exceed $50,000 provided that City gives Grantee 14 days prior written notice of its intent to
incur such costs The City shall not be liable for any reimbursements of costs expended for
Improvements if Grantee terminates the Agreement pursuant to this section
Section 7 Audits and Monitoring
During the term of this Agreement, the City reserves the right to conduct audits of the
sales and use tax records of businesses located on the Property if, in the sole opinion of the City,
such action is determined to be necessary Grantee agrees upon request to use reasonable efforts
to assist the City in obtaining such records from tenant taxpayers Failure to provide such
assistance shall be grounds for default, and City may withhold any installment payment until
such assistance is provided During the term of this Agreement, the City will keep, or cause to
be kept, copies of the Monthly Tax Reports and proper and current books and accounts in which
complete and accurate entries shall be made of the amount of sales taxes received by the City
from the State of Texas attributed to the Retail Improvements and such other calculations,
allocations and payments required by this Agreement During the term, the City shall prepare
within 180 days after the close of each fiscal year of the City, a complete financial statement for
such year in reasonable detail covering the above information, and shall furnish a copy of such
statement to Grantee Upon the request of Grantee, and at Grantee's expense, City shall have the
annual Program Grant financial statement prepared by an independent certified public
accountant Upon request of Grantee, City shall provide copies of City records related to the
Program Grant to investors, lenders, or other parties designated by the Grantee
4989 00238
Section S Default
If either party should default (the "Default Party") with respect to any of its obligations
hereunder and should fad, within thirty (30) days after delivery of written notice of such default
from the other party (the "Complaining Party") to cure such default, the Complaining Party, by
action or proceeding at law or in equity, may be awarded its damages and/or specific
performance for such default The Complaining Party may exercises any other rights and
remedies it may have under this Agreement or as provided by law which rights and remedies are
cumulative
Section 9 Mutual Assistance
The City and the Grantee shall do all things necessary or appropriate to carry out the
terms and provisions of this Agreement and to aid and assist each other in carrying out the terms
and provisions of this Agreement
Section 10. Indemnity
It is understood and agreed that Grantee in performing its obligations hereunder is acting
independently and the City assumes no responsibilities or liabilities in connection therewith to
third parties and grantee agrees to defend, indemnify and hold harmless the City from and
against any and all claims, suits, and causes of action of any nature whatsoever arising out of
grantee's obligations hereunder Grantee's indemnification obligations include the payment of
reasonable attorney's fees and expenses incurred by the City in connection with such claims,
suits, and causes of action
Section 11. Representations by the City
The City represents that
(a) The City is a home rule Texas municipal corporation and has the power to enter
into and has taken all actions to date required to authorize this Agreement and to carry out its
obligations hereunder,
(b) The City knows of no litigation, proceedings, initiative, referendum, investigation
or threat of any of the same contesting the powers of the City or its officials with respect to this
Agreement that has not been disclosed in writing to Grantee,
(c) The City knows of no law, order, rule or regulation applicable to the City or to the
City's governing documents that would be contravened by, or conflict with the execution and
delivery of this Agreement
(d) This Agreement constitutes a valid and binding obligation of the City, enforceable
according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of
general application affecting creditors' rights and by equitable principles, whether considered at
law or in equity Subject to the indemnity provided by Section 10 of this Agreement, the City
will defend the validity of this Agreement in the event of any litigation arising hereunder that
4989 00279
names the City as a party or which challenges the authority of the City to enter into or perform
its obligations hereunder City recognizes that Grantee intends to commence construction and
expend substantial monies in reliance upon the accuracy of the representation and warranty of
the City as set forth in this Section 11
Section 12 Representations and Warranties by Grantee
Grantee represents that
(a) Grantee is a Texas limited partnership duly organized and validly existing under
the laws of the State of Texas and is, or will prior to the effective date of this Agreement, be
qualified to do business in the State of Texas, has the legal capacity and the authority to enter
into and perform its obligations under this Agreement,
(b) The execution and delivery of this Agreement and the performance and
observance of its terms, conditions and obligations have been duly and validly authorized by all
necessary action on its part to make this Agreement,
(c) Grantee knows of no litigation proceeding, initiative, referendum, or investigation
or threat of any the same contesting the powers of the City, Grantee or any of its principals or
officials with respect to this Agreement that has not been disclosed in writing to the City, and
(d) Grantee has the necessary legal ability to perform its obligations under this
Agreement and has the necessary financial ability, through borrowing or otherwise, to construct
the Improvements This Agreement constitutes a valid and binding obligation of Grantee,
enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and
other laws of general application affecting creditors' rights and by equitable principles, whether
considered at law or in equity
Section 13 Rights of Lenders and Interested Parties
The City is aware that financing for acquisition, development and/or construction of the
Improvements may be provided, in whole or in part, from time to time, by one or more third
parties, including, without limitation, lenders, major tenants, equity partners and purchasers or
developers of portions of the Property (collectively, "Interested Parties") In the event of default
by Grantee, the City shall provide notice of such event of default at the same time notice is
provided to Grantee, to any Interested Parties previously identified to the City If any Interested
Parties are permitted under the terms of its agreement with Grantee, to cure the event of default
and/or to assume Grantee's position with respect to this Agreement, the City agrees to recognize
such rights of any Interested Parties and to otherwise permit such Interested Parties to assume all
of the rights and obligations of Grantee under this Agreement The City shall, at any time upon
reasonable request by Grantee, provide to any Interested Party an estoppel certificate or other
document evidencing that this Agreement is in full force and effect and that no event of default
by Grantee exists hereunder (or, if appropriate, specifying the nature and duration of any existing
event of default) Upon request by any Interested Party, the City will enter into a separate
assumption or similar agreement with such Interested Party, consistent with the provisions of this
Section 13
4989 00280
Section 14 Changes and Amendments
Except as specifically provided otherwise in this Agreement, any alterations or deletions
to the terms of this Agreement shall be by written amendment executed by both parties to this
Agreement
Section 15 Successors and Assigns
This Agreement shall be binding on and inure to the benefit of the parties, their respective
successors and assigns The Grantee may assign all or part of its rights and/or obligations
hereunder upon written notice to the City of such assignment
Section 16. Notice
Any notice and/or statement required or permitted to be delivered shall be deemed
delivered by depositing same in the United States mail, certified with return receipt requested,
postage prepaid, addressed to the appropriate party at the following addresses, or at such other
addresses provided by the parties in writing,
If to the Grantee Denton Crossing Partners, Ltd
8235 Douglas Avenue
Suite 1300
Dallas, Texas 75225
Attn Ben Hummel
and to
Jenkens & Gilchrist, P C
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
Attn Susan Mead
If to the City City Manager
City of Denton
215 E McKinney
Denton, Texas 76201
Section 17. Venue
The obligations of the parties to this Agreement are performable in Denton County,
Texas, and if legal action is necessary to enforce same, exclusive venue shall lie in Denton,
Texas
'4989 00281
Section 18 Applicable Laws
This Agreement is made subject to the provisions of the Charter and ordinances of City,
as amended, and all applicable State and federal laws
Section 19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws and
court decisions of the State of Texas
Section 20. Legal Construction/Partial Invalidity of Agreement
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Agreement shall be
considered as if such invalid, illegal, or unenforceable provision had never been contained in this
Agreement i
EXECUTED and effective as of the , %—day of 2001, by City, signing by
and through its Mayor, duly authorized to execute same by action of the City Council and by
Grantee, acting through its duly authorized officials
CITY OF DENTON, TEXAS
EULINE BROCK, Mayor
ATTEST
JENNIFER WALTERS, CITY SECRETARY
MR, �i V, I irwilmron" M.
APPROVED AS TO LEGAL ORM
HERBERT L rTY,C
Y ATTORNEY
BY e
4989 OO28z
GRANTEE
DENTON CROSSING PARTNERS, LTD a Texas
limited partnership
By Denton Crossing GP, LLC, a Texas limited
liability company, its sole General Partner
By HUNT PROPERTIES, INC a Texas
rcor tion a ger
By
AL ALLRED, President
ACKNOWLEDGMENTS
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged
Brock, Mayor of the City of Denton
ANNFORSYTHE
Notary Public, State of eTexas
sxes
My Commission Expires
MAY 9, 2002
STATE OF TEXAS )
COUNTY OF '�AU.Ahlb
)
This instrument was acknowledged before me on the 1) day of 2001 by Al
Allred, President of Hunt Properties, Inc , a Texas corporation, as manager for Denton Crossing
GP, LLC, a Texas limited liability company, as general partner of Denton Crossing Partners,
Ltd , a Texas linuted partnership, on behalf of said limited partnership
before me on theme y of 2001, by Euhne
Texas, on behalf of a city /J
Notary Pub ic, in and fo the Sta of Texas
My Comnssion expires
,"^°'"Jp ANN M� STEPHENS
0 �*•�
Notary Public state of Texas
My Commission Expires 11 07 04
m.
All, ak2
Notary P6blic, in and fofthe State of Texas
My Commission expires 11-i77.04
Li989 0028
EXHIBIT "A"
THE "PUBLIC PARTICIPATION ITEMS"
Denton Crossing Partners, Ltd
Chapter 380 Estimated Costs Eligible for Reimbursement
Category
Cost
Site Work
$794,924
Wetlands Mitigation
45,500
Drainage Improvements
493 350
Grading — Pond Drain & Fill (404 Permit)
289,894
Brinker Road (Includes Utilities)
586,650
Spencer Road (Includes Utilities) - Contribution to City Project
701,500
Loop 288 Utilities (Relocation & Upgrade)
500,700
Signalization Upgrades on Loop 288 @ Brinker and Spencer
40,000
Impact Fees (Water & Sewer)
600,000
Engineering & Contingency for Road & Utility Improvements
230,684
Appraisal
15,000
Legal
250,000
Architectural
400,000
Replatting
25,000
Survey
50,000
Environmental
5,000
Geoteclmical
25,000
Construction Teshng/Inspection
100,000
Title & Closing
125,000
Hannon Comm on Hudspeth
17,923
Construction Interest (Land, Hard & Soft Costs)
1,853,875
Property Taxes During Construction
100,000
Total
$7,250,000
I
4989 00284
EXHIBIT "B"
THE"PROPERTY"
12
Hunt Properties Mary L Austin, Survey, A-4
54 13 Acres J S Taft Survey, A-1256
STATE OF TEXAS
COUNTY OF DENTON §
BEING a 54 13-acre tract of land situated in both the Mary Austin Survey, Abstract No 4
and the J S Taft Survey, Abstract No 1256, Denton County, Texas, and consisting of the
following tracts of land 1) Lot 1, Block A, of the Lone Star Par 3 Addition as recorded in
Cabinet 1, Slide 277, Deed Records, Denton County, Texas, 2) a 5 08-acre tract of land
conveyed to Roy Dean and wife, Patsy Smith, by deed dated January 8, 1963, and
recorded in Volume 489, Page 92, of the Deed Records of Denton County, Texas, 3) a
0 82-acre tract of land conveyed to Orval L Allison and wife, Marilyn Allison by deed dated
August 21, 1968, and recorded in Volume 571, Page 486 of the Deed Records, Denton
County, Texas, 4) a 0 99-acre tract of land described as the First Tract conveyed to Mark A
Kuhn by deed dated August 14, 1998, and recorded in Volume 4163, Page 680, Deed
Records of Denton County, Texas, 5) a 6 8-acre tract of land described as the Second Tract
conveyed to Mark A Kuhn by deed dated August 14, 1998, and recorded in Volume 4163,
Page 680, Deed Records of Denton County, Texas, being that same tract of land conveyed
to Baptist Foundation of Texas by deed recorded in Volume 4163, Page 674, Deed Records
of Denton County, Texas, 6) a 0 68-acre tract of land conveyed to Dons M Shiflet and
William P Schweitzer by deed recorded in Volume 1129, Page 61, Deed Records of Denton
County, Texas, 7) a 0 51-acre tract of land conveyed to William D Schweitzer by deed
recorded in County Clerk's File No 95R-0080326, Deed Records of Denton County, Texas,
8) a 0 50-acre tract of land conveyed to J Hudspeth and wife, Doris Hudspeth by deed
recorded in Volume 1708, Page 661 of the Deed Records, Denton County, Texas, 9) a
1 96-acre tract of land conveyed to J Hudspeth and wife, Doris M Hudspeth by deed
recorded in Volume 1492, Page 129 of the Deed Records of Denton County, Texas, said
54 13 acres being more particularly described as follows with the basis of bearing being the
northeasterly line of Spencer Road as it intersects the northwesterly right-of-way line of
State Highway 288, being called North 74036'30" West, in Volume 1492, Page 129 of the
Deed Records, Denton County, Texas
BEGINNING at a 1/2-inch iron rod found for the southwest corner of Lot 1, Block A, of the
Lone Star Par 3 Addition, also being the southeast corner of Waterford at Spencer Oaks
Addition, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet N,
Page 221-223, of the Plat Records, Denton County, Texas, also being in the northwesterly
right-of-way line of State Highway Loop 288 (variable width right-of-way),
THENCE, North 00013'40" West, leaving the northwesterly right-of-way line of said State
Highway 288, with the common line of said Lone Star Par 3 Addition, Waterford at Spencer
Oaks Addition and two tracts of land conveyed to Charles E Bailey as recorded in Volume
4083, Page 1299, Deed Records, Denton County, Texas, a distance of 1679 76 feet, to a
1/2-inch iron rod found for the northwest corner of the said Lone Star Par 3 Addition, also
being in the south right-of-way line of Spencer Road, (55-foot right-of-way at this point),
THENCE, South 88003'04" East, leaving the east line of the said Bailey tracts, with the
south right-of-way line of said Spencer Road, a distance of 1125 52 feet, to a 1/2-inch iron
rod found for the northeast corner of the said Lone Star par 3 Addition, also being the
northwest corner of a tract of land conveyed to Lone Star Gas, as recorded in Volume 410,
page 455, Deed Records, Denton County, Texas,
1?989 00286
Hunt Properties Mary L Austin, Survey, A-4
54 11 Acres J S Taft Survey, A-1256
THENCE, South 02°10'48" West, leaving the south right-of-way line of said Spencer Road,
with the west line of the said Lone Star Gas tract, a distance of 144 97 feet, to a 1/2-inch
iron rod found for corner, also being the most westerly north corner of a tract conveyed to
Roy Dean and Patsy Smith, as recorded in Volume 489, Page 92, Deed Records, Denton
County, Texas,
THENCE, South 88°01'49" East, with the south line of said Lone Star Gas Co tract, a
distance of 50 43 feet to a 1/2-inch iron rod marking the southeast corner of said Lone Star
Gas Co tract,
THENCE, North 02°03'00" East, with the east line of said Lone Star Gas Co tract, a
distance of 145 51 feet to a 1/2-inch iron rod marking the northern most northwest corner of
said Roy Dean and Patsy Smith tract of land, said point being in the south right-of-way line
of Spencer Road,
THENCE, South 88°35'12" East, with the south right-of-way line of Spencer Road and north
line of said Roy Dean and Patsy Smith tract, a distance of 259 91 feet to a 1/2-inch iron rod
found for the northeast corner of said Roy Dean and Patsy Smith Tract,
THENCE, North 00°42'30" West, leaving the south right-of-way line of said Spencer Road, a
distance of 5164 feet, to a 1/2-inch iron rod found for corner in the north right-of-way line of
said Spencer Road, also being the northwest comer of the said Dons M Shiflet and William
D Schweitzer tract, recorded in Volume 1129, Page 61, Deed Records, Denton County,
Texas,
THENCE, South 88033'38" East, continuing with the north right-of-way line of said Spencer
Road, a distance of 139 74 feet, to a 3/8-inch iron rod found for corner, from which a 3/8-
inch iron rod found in the south right-of-way of said Spencer Road, bears South 00013'09"
East, a distance of 5179 feet,
THENCE, South 88012'54" East, continuing with the north right-of-way line of said Spencer
Road, a distance of 216 64 feet, to a 3/4-inch iron rod found for corner,
THENCE, South 86053'07" East, continuing with the north right-of-way line of Spencer
Road, a distance of 257 31 feet, to a 3/4-inch iron rod found for corner,
THENCE, South 74036'30" East, continuing with the north right-of-way line of Spencer road,
a distance of 247 19 feet, to a 1/2-inch iron rod found for corner in the northwesterly right-of-
way line of State Highway 288,
THENCE, South 29°41'00" West, leaving the north right-of-way line of said Spencer Road,
and with the northwest right-of-way line of said State Highway 288, a distance of 59 86 feet
to a brass right-of-way monument found for corner,
49S9j 00f 837
Hunt Properties Mary L Austin, Survey, A-4
54 11 Acres J S Taft Survey, A-1256
THENCE, South 19°53'05" East, continuing with the northwest right-of-way line of said State
Highway 288, a distance of 55 59 feet to a 5/8-Inch Iron rod (with yellow cap stamped
"Cotton Surveying") set for corner from which a wood highway monument bears South
19°53'05" East, 0 93 feet, said Iron rod also being the point of beginning of a non -tangent
curve to the right, having a radius of 2804 93 feet, a chord bearing South 44005'54" West,
and a chord distance of 772 44 feet,
THENCE, southwesterly with the northwesterly right-of-way of State Highway 288 along
said curve to the right, passing at 90 66 feet a found 2-inch iron pipe marking the
southeastern corner of that certain tract of land conveyed to J Hudspeth and wife, Doris
Dudspeth by deed recorded in Volume 1492, Page 129 of the Deed Records of Denton
County, Texas, a total arc distance of 774 90 feet, to a brass right-of-way monument found
for corner,
THENCE, South 58°29'42" West, continuing with the northwesterly right-of-way line of State
Highway 288, a distance of 195 86 feet, to a brass right-of-way monument found for corner,
being the beginning of a curve to the right, having a radius of 2789 93, a chord bearing of
South 58013'22" West, and a chord distance of 213 44 feet,
THENCE, southwesterly with the northwesterly right-of-way of State Highway 288 along
said curve to the right, a total arc distance of 213 49 feet to a brass right-of-way monument
found for corner,
THENCE, South 60043'30" West, continuing with the northwesterly right-of-way line of State
Highway 288, a distance of 302 44 feet, to a 5/8-inch iron rod found for the southwest
corner of a tract of land conveyed to Orval Allison, as recorded in Volume 571, Page 488,
Deed Records, Denton County, Texas
THENCE, South 60023'32" West, continuing with the northwesterly right-of-way line of State
Highway 288, a distance of 673 15 feet to a found 1/2-inch iron rod,
THENCE, South 65°38'34" West, along the said north right-of-way line, a distance of 585 32
feet to the POINT OF BEGINNING, CONTAINING 54 13 acres of land in Denton County,
Texas
DECEMSER 3, 2001
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Filed for Record in
DENTON COUNTY TX
CYNTHIA MITCHLLL, COUNTY CLERK
On Dec 21 2001
At 10 19am
Receipt p 64396
Recording 37 00
Doc/Mgmt 6 00
Doc/Num 2001—R0138262
Doc/Type RGR
Deputy —Jennifer
r
ESTOPPEL CERTIFICATE
Please refer to the Economic Development Program Grant Agreement (the "Grant
Agreement") described in EXHIBIT A attached hereto. ORIX HUNT DENTON VENTURE,
successor -in -interest to Denton Crossing Partners, Ltd. with regard to the Grant Agreement ("Orix
Hunt"), the owner of Property (as defined in the Grant Agreement and herein so called) containing
thereon a retail shopping facility known as DENTON CROSSING, is in the process of selling the
Property to Inland Real Estate Acquisitions, Inc. ("Inland"). The City of Denton (the "City"),
as a party to the Grant Agreement, does hereby certify to Inland and its successors and assigns, that
as of the date hereof:
1. The Grant Agreement is in full force and effect and has not been amended or
modified since its original execution, except as set forth on attached EXHIBIT A; and no other
agreements or understandings exist between Orix Hunt and the City with respect thereto.
2. No controversy presently exists between Orix Hunt and the City relating to the Grant
Agreement, including any litigation or arbitration, concerning the Property, the Grant Agreement,
or the performance of the terms thereof or any other matter; and, to the best of the City's knowledge,
no violations or defaults exist under the Grant Agreement. More specifically, without limitation,
Substantial Completion of the Improvements (as defined in the Grant Agreement) has occurred.
3. The Actual Cost of the Public Participation Items (both as defined in the Grant
Agreement) currently equals or exceeds $7,250,000.00.
4. Orix Hunt has paid to the City the entirety of the required amount due and owing by
Orix Hunt to the City for the Spencer Road Improvements (as defined in the Grant Agreement).
IN SS WIIEREOF, the City has duly executed this Estoppel Certificate this day
of w L , 2004.
THE CITY:
THE CITY OF DENTON, TEXAS
- - — - - Na 1 hnt� M. CuJ
Title: C oLrN te✓'
CITY AT
CITY OF
Ra
AS TO
EXHIBIT A
Economic Development Program Grant Agreement with Denton Crossing Partners,
Ltd., dated effective as of November 27, 2001, by and between Denton Crossing
Partners, Ltd., and the City of Denton, and recorded in Volume 4989, Page 274, Real
Property Records, Denton County, Texas, as amended by Amendment to Economic
Development Program Grant Agreement, by and between Orix Hunt Denton Venture
and the City of Denton, dated January 21, 2003, and recorded in Volume 5256, Page
1689, Real Property Records, Denton County, Texas.
ESTOPPEL CERTIFICATE - PAGE 2
HA0355\I 10\REA Btoppelcily.wpd
ESTOPPEL CERTIFICATE
(Section 380 Agreement)
TO: Inland Real Estate Acquisitions, Inc., its lenders, successors and assigns
Inland Western Denton Limited Partnership, an Illinois limited partnership, its lenders,
successors and assigns
2901 Butterfield Road
Oak Brook, Illinois 60523
RE: Economic Development Program Grant Agreement with Denton Crossing Partners, Ltd.,
dated November 27, 2001, and recorded on recorded December 21, 2001, at Volume
4989, Page 274; Assignment of Economic Development Program Grant Agreement dated
September 11, 2002 and recorded January 22, 2003 at Volume 5170, Page 84; and
Amendment to Economic Development Program Grant Agreement dated January 21,
2003 and recorded January 22, 2003, at Volume 5256, page 1689 (collectively, the
"Section 380 Agreement")
Ladies and Gentlemen
The following statements are made with the knowledge that Inland Real Estate
Acquisitions, Inc. and Inland Western Denton Limited Partnership and their respective
successors and assigns (individually and collectively, as applicable, "Purchaser"), and their
respective lenders and/or investors, are relying on them in connection with the acquisition and
financing of the certain property encumbered by the Section 380 Agreement by Purchaser and
Purchaser and its respective lenders, successors, assigns and successor owners of such property
may rely on such statements for that purpose.
The undersigned hereby certifies, represents, warrants, covenants and agrees as follows:
1. The undersigned is a party to the Section 380 Agreement.
2. To our knowledge, there have been no assignments, amendments, modifications,
revisions or supplements to the Section 380 Agreement except as stated above.
The Section 380 Agreement is in good standing and in full force and effect.
4. No parties to the Section 380 Agreement (or properties benefited and/or burdened
by the Section 380 Agreement) are in default under the Section 380 Agreement beyond any
applicable cure period, and no event has occurred which, with the giving of notice or passage of
time, or both, could result in such default.
Chapter 380 - Estoppel.DOC
5. As of the date of this estoppel certificate, there is no dispute or litigation between
or among any of the parties to the Section 380 Agreement or properties benefited and/or
burdened by the Section 380 Agreement.
EXECUTED as of the �) day op, 2004.
• •
• Mu � ii��if:Nvar"I ff
APPROVED AS TO FORM:
CITY ATTORNE
CITY OF D EXAS
BY:
141116MMI
ORIX HUNT DENTON VENTURE
100 NORTH RIVERSIDE PLAZA
SUITE 1400
CHICAGO, ILLINOIS 60606
April 8, 2005
The City of Denton, Texas
c/o City Manager
215 E. McKinney
Denton, Texas 76201
RE: Economic Development Program Grant Agreement, dated as of November
27, 2001 (as amended by letter of June 16, 2003, the "Agreement'), by and
between the City of Denton, a Texas municipal corporation (the "City"), and
Denton Crossing Partners, Ltd., a Texas limited partnership ("DCP"), as
"Grantee" thereunder, and recorded with the Clerk of Denton County, Texas
at Volume 4989, Page 274; and with all of the rights, title and interest of
DCP as "Grantee" thereunder having been assigned to Orix Hunt Denton
Venture, an Illinois general partnership ("Orix Hunt') pursuant to that
certain Assignment of Economic Development Grant Agreement, dated
September 11, 2002, by and between DCP, as "Assignee", and ORIX Hunt,
as "Assignor", and recorded with the Clerk of Denton County, Texas, at
Volume 5170, Page 84
Ladies and Gentlemen:
Tenant Occupancy (as defined in the Agreement) has on or before the date hereof been achieved,
and, thus, pursuant to Section 3 of the Agreement, please consider this the election of Orix Hunt to designate
June 1, 2005, to be the Program Effective Date (as defined in the Agreement).
Please contact Orix Hunt with any questions or comments you might have, or in the event further
information is necessary from us. Otherwise, please sign in the appropriate space below indicating the
agreement of the City to this designation of Program Effective Date.
Very truly yours,
ORIX HUNT DENTON VENTURE, an Illinois general
partnership
By: Orix Denton Limited Partnership, an Illinois limited
partnership, Responsible Partner for Administration
By: Orix Power Center Denton, LLC, General Partner
By: Orix Real Estate Equities, Inc., Managing
Member
4--
Name:
/ ..l
a u.
The City of Denton, Texas
April 8, 2005
Page 2
Agreed this 6 day of , 2005
CITY OF DENTON, TEXAS �J
EULINE BROCK, Mayor