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2010-142
%(+$1$%$1$-"$%.1, 2010142 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$Ș2ș#§º«(´¯º¯§²¹ FirstAmendmentɋOrdinanceNo.201021009/14/10JR SecondAmendmentɋOrdinanceNo.201414305/13/14JR ThirdAmendmentɋOrdinanceNo.201533111/10/15JR FourthAmendmentɋOrdinanceNo.201711304/04/17JR s:\legal\our documênts\,jrdinances\10\380 amended agr-allegiance hillview.doc ORDINANCE NO. 2010-142 AN ORDINANCE APPROVING A CHAPTER 380 ECONOMIC DEVELOPMENT GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, LP; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Allegiance Hillview, LP ("Allegiance") has made a request of the City of Denton ("City") 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, on May 15, 2007, the City Council adopted Ordinance No. 2007-113 which included an Economic Development Grant Agreement (the "Original Agreement") establishing an economic development program under Chapter 380; and WHEREAS, on March 10, 2009, the City Council adopted Ordinance No. 2009-064 which amended the Original Agreement (the "Amendment"); and WHEREAS, Allegiance has requested that certain terms of the Original Agreement, as amended by the Amendment, be again amended; and WHEREAS, due to the nature of the requested amendments and to clarify the intent of the parties, Allegiance and the City desire to enter into a new agreement ("Agreement") with regard to the economic development grant described herein; and WHEREAS, it is in the public interest to authorize the approval of the Agreement, which is attached hereto and made a part of; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The Mayor, or the Mayor Pro Tem, is hereby authorized to execute the Agreement on behalf of the City of Denton and to exercise all rights and duties of the City of Denton under this 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 15~hday of , 2010. -f. . M RK B O , MAYOR , UIr - - ~ s:\legal\our documents\ordinances\10\380 amended agr-allegiance hillview.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY ~ BY: ~ APPRO ED J TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ~ t. ~ \ Page 2 - ' J/ THE STATE OF TEXAS § COUNTY OF DENTON 5 ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. This Economic Development Program Grant Agreement (this "Agreement") is made and entered into by and between ALLEGIANCE HILLVIEW, L.P. ("Grantee"), a New York Limited Partnership, and the CITY OF DENTON, TEXAS (the "City"), a Texas municipal corporation, for the purposes and considerations stated below. Grantee and the City are individually referred to as a"Party" and collectively as the "Parties." Section l. Authorization. This Agreement is made pursuant to the Economic Development Program provisions of TEXAS LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local economic development and to stimulate business and commercial activity in the City. Section 2. Definitions. "Eligible Improvements" means any improvements included within the categories identified on Exhibit A. "EliQible Phase I Costs" means the actual amounts paid for Eligible Improvements in Phase I, including amounts paid for the Highway 380 Improvements. "Eligible Phase II Costs" means (i) the actual amounts paid for Eligible Improvements in Phase II plus (ii) the amount by which the amounts paid for Eligible Improvements in Phase I exceed $20 million. "Grantee" means Allegiance Hillview, L.P., and its successors and assigns as permitted by this Agreement. Page 1 1915\O10\951 1.2 "Hig_hway 380 Improvements" means the reconstruction of US Highway 380 consisting of two additional lanes (one on the north side and one on the south side of the highway) from the intersection of US 380 and Bonnie Brae to the intersection of US 380 and the nearest service road right-of-way for Interstate 35, including utility relocations required by the reconstruction. "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. "Phase I" means the portion of the Property located north of US 380, consisting of approximately 153 acres described in Exhibit B. "Phase II" means the portion of the Property located south of US 380, consisting of approximately 257 acres described in Exhibit B "Program Effective Date for Phase I" is defined in Section 3 of this Agreement. "Program Effective Date for Phase II" is defined in Section 3 ofthis Agreement. "Program Grant for Phase I" means 240 consecutive monthly payments made by the City to Grantee beginning on the Program Effective Date for Phase I and continuing for the term of the Program Grant for Phase I as described in Section 4.1 of this Agreement. Each monthly payment will be calculated as a percentage of the 1.5% sales tax collected by the City with respect to Total Taxable Sales in Phase I as reported in the Monthly Sales Tax Report, all as described in Section 5.1 of this Agreement. "Program Grant for Phase II" means 240 consecutive monthly payments made by the City to Grantee beginning on the Program Effective Date for Phase II and continuing for the term of the Program Grant for Phase II as described in Section 4.2 of this Agreement. Each monthly payment will be calculated as a percentage of the 1.5% sales tax collected by the City with respect to Total Taxable Sales in Phase II as reported in the Monthly Sales Tax Report, all as Page 2 191 S\O 1 0\95I 1.2 described in Section 5.2 of this Agreement "Property" means the approximately 410 acres described on Exhibit B. "Required Infrastructure for Phase I" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase I, including but not limited to, Highway 380 Improvements and the road and utilities in Phase I that will be needed to serve the contemplated residential development at the north of Phase I. "Required Infrastructure for Phase II" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase II, including but not limited to the portion of Heritage Trail located with in Phase 11. "Retail Improvements in Phase I" means a minimum of 400,000 gross square feet (as measured to the exterior building walls) of retail or commercial shopping center buildings located in Phase I. "Retail Improvements in Phase II" means a minimum of 600,000 gross square feet (as measured to the exterior building walls) of retail or commercial shopping center buildings located in Phase II, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase II. "Substantial Completion" means: (i) with respect to the Retail Improvements in Phase I, when final certificates of occupancy have been issued for the Retail Improvements in Phase I; (ii) with respect to the Required Infrastructure for Phase I, when the Required Infrastructure for Phase I has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Retail lmprovements or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Retail Improvements in Phase II, when final certificates of occupancy have been issued for the Retail Page 3 19 I5\O 1 0\951 1.2 Improvements in Phase )I; and (iv) with respect to the Required Infrastructure for Phase II, when the Required Infrastructure for Phase II has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain fnal certificates ofoccupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase II. "Total Taxable Sales" means the total amount of all sales from which sales and use tax are collected from businesses located in Phase I or Phase II, as applicable, excluding sales occurring at any Dillard's, J.C. Penney Cō., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes any store located within the retail shopping area commonly known as the "Golden Triangle Mall." "TxDot" means the Texas Department of Transportation. "US 380" means U.S. Highway 380. Section 3. Terms of Program Grants for Phase I and Phase II. 3.1. ProQram Grant for Phase I. This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase I(but not later than January 1, 2013), Grantee may designate the first day of any month to be the Program Effective Date for Phase I by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase I. The City will begin making Program Grant for Phase I monthly installment payments on the designated Program Effective Date for Phase I and shall continue to make such monthly installment payments for 240 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase I upon the earlier to occur of (i) the date Grantee has been paid for the full amount of the Eligible Phase I Costs and the Eligible Phase II Costs, or (ii) 240 months after the Program Effective Date for Phase I regardless of whether Grantee has been paid the full amount of the Eligible Phase I Costs and Eligible Phase II Costs. Page 4 191 S\010\95I 1.2 3.2 Program Grant for Phase II. This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase II (but not later than January l, 2015), Grantee may designate the first day of any month to be the Program Effective Date for Phase II by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase II. The City will begin making Program Grant for Phase II monthly installment payments on the designated Program Effective Date for Phase II and shall continue to make such monthly installment payments for 240 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase II upon the earlier to occur of (i) the date Grantee has been paid for the full amount of the Eligible Phase II Costs, or (ii) 240 months after the Program Effective Date for Phase II regardless of whether Grantee has been paid the full amount of the Eligible Phase II Costs Section 4. Installment Payments for Program Grants for Phase I and Phase II. 4.1. Program Grant for Phase I. For each month during the term of the Program Grant for Phase I, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase 1 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 Total Taxable Sales from the businesses located in Phase I. The Program Grant for Phase I installment payments shall be calculated as provided in Section 5.1 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase I shall be a condition precedent to the initiation of Program Grant for Phase I installment payments. Program Grant for Phase I installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Grantee and located in the City, and such installment payments will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase I has not occurred on or before January I, 2013, the City, in its sole discretion, may cease the Program Grant for Phase I installment payments and terminate this Agreement as to the Program Grant for Phase I, and Grantee will refund to the City all Program Grant for Phase I installment payments previously Page 5 I 91 5\O 1 0\951 I.2 made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase I if Substantial Completion of the Required Infrastructure for Phase I has not occurred on or before January 1, 2013. 4.2. Program Gi-ant for Phase II. For each month during the term of the Program Grant for Phase II, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase II 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 Total Taxable Sales from businesses located in Phase II. The Program Grant for Phase II installment payments shall be calculated as provided in Section 5.2 of this Agreement. Issuance of the frst certificate of occupancy by the City to any tenant within Phase II shall be a condition precedent to the initiation of Program Grant for Phase II installment payments. Program Grant for Phase II installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Grantee and located in the City, and such installment payments will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase II has not occurred on or before January l, 2015, the City, in its sole discretion, may cease the Program Grant for Phase II installment payments and terminate this Agreement as to the Program Grant for Phase II, and Grantee will refund to the City all Program Grant for Phase II installment payments previously made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase II if Substantial Completion of the Required Infrastructure for Phase II has not occurred on or before January 1, 2015 Section S. Calculation of Installment Payments for Phase I and Phase II. 5.1. Program Grant for Phase I. Program Grant for Phase I monthly installment payments during the term of the Program Grant for Phase l(as set forth in Section 3.1) shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales from businesses in Phase I as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to Page 6 1915\O10\9511.2 issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase I monthly installment payments. Payments of the Program Grant for Phase I monthly installment payments will be used FIRST, to repay Grantee for Eligible Phase I Costs up to a maximum of $20 million and THEN to repay Grantee for Eligible Phase II Costs up to a maximum of $42 million, providing that Phase II installments have been initiated. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business located within Phase I will be reflected in the monthly Program Grant for Phase I installment payment in which such overpayment or underpayment was reported by the State Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax previously collected on reported sales within Phase I, the next scheduled Program Grant for Phase 1 installment payment will be adjusted by the amount of overpayment or underpayment. Should the adjustment result in a negative Program Grant for Phase I installment payment due, Grantee will remit the balance to the City within 30 days. 5.2. Program Grant for Phase II. Program Grant for Phase 11 monthly installment payments during the term of the Program Grant for Phase II (as set forth in Section 3.2) shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales from businesses in Phase II as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase lI monthly installment payments. Payments of the Program Grant for Phase II monthly installment payments will be used to repay Grantee for Eligible Phase II Costs up to a maximum of $42 million. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business located within Phase II will be reflected in the monthly Program Grant for Phase II installment payment in which such overpayment or underpayment was reported by the State Page 7 191 S\010\951 I.2 Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax previously collected on reported sales within Phase II, the next scheduled Program Grant for Phase II installment payment will be adjusted by the amount of overpayment or underpayment. Should the adjustment result in a negative Program Grant for Phase II installment payment due, Grantee will remit the balance to the City within 30 days. Section 6. Other Grantee Obligations. In consideration of the Program Grant for Phase I and the Program Grant for Phase II, Grantee agrees as follows: 6.1 The Retail Improvements in Phase I and the Retail Improvements in Phase II shall be designed and constructed in accordance with thê Rayzor Ranch Architectural Guidelines. 6.2 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. 6.3 Grantee shall fund the Highway 380 Improvements and shall guarantee funding by providing the City with an irrevocable letter of credit pursuant to the Development Agreement for» Rayzor Ranch (US 380). Failure to provide the letter of credit will be a default under this Agreement, and the City may withhold all Program Grant for Phase I and Program Grant for Phase II installment payments until an executed letter of credit is received by the City. Should Grantee receive reimbursement for the Highway 380 Improvements from TxDot, the amount of such reimbursement shall be deducted from the total amount of the Eligible Costs. 6.4 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; provided, however, this Section 6.4 shall not apply to the property designated for the future museum to be located on the Property, or property designated for parks or other public uses, including Cook Children's Hospital and the Denton Municipal Electric substation sites. Page 8 1915\010\9511.2 6.5 Grantee has dedicated within the Property all required right-of-way for the future expansion of Bonnie Brae as a secondary arterial. 6.6 In the event Grantee or any of its affiliates purchases any retail buildings in the retail shopping area commonly known as the "Golden Triangle Mall," Grantee or its aff liate shall offer in writing to sell such buildings to FMP Denton, LLC for: (i) the then fair market value of such buildings as established by a qualified, independent MAI appraiser, or (ii) the amount of any arms-length offer to purchase such buildings received by Grantee or its affiliate from any third-party retail user unrelated to Grantee or any of its affiliates, whichever is greater. Section 7. Audits and Monitoring. From time to time prior to and after the initiation of the Program Grant Installment Payments for Phase I, Grantee will submit statement(s) of Eligible Costs for Phase I expenditures. City will review the statement(s) and within 30 days provide Grantee with a letter, signed by the City Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied as "eligible costs" or requesting additional detail if needed to make the determination of eligibility. From time to time prior to and after the initiation of the Program Grant Installment Payments for Phase II, Grantee will submit statement(s) of Eligible Costs for Phase II expenditures. City will review the statement(s) and within 30 days provide Grantee with a letter, signed by the City Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied as "eligible costs" or requesting additional detail if needed to make the determination of eligibility. During the term of this Agreement, the City reserves the right to conduct audits of the sales and use tax records of businesses located within 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 Program Grant installment payments until such assistarice is provided. During the term of this Agreement, the City will Page 9 191 s\o1 M951i.2 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 retail sales within both Phase I and Phase II and such other calculations, allocations and payments required by this Agreement. During the term, the City shall prepare within 180 days affter the close of each fscal 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 for Phase I and the Program Grant for Phase II financial statements prepared by an independent certified public accountant. Upon request of Grantee, City shall provide copies of City•records related to the Program Grant for Phase I and/or the Program Grant for Phase II to investors, lenders, or other parties designated by the Grantee. Section 8. Default. If a party fails to perform any of its obligations under this Agreement and such failure is not cured within 30 days after written notice, the failure of the non- performing party to cure within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non-defaulting party to all remedies available at law or in equity (including injunctive relief, specific performance, and suspending or withholding Program Grant for Phase I or Program Grant for Phase II payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) MONETARY DAMAGES SHALL BE LIMITED TO THE AíYIOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (il) THE CITY CANNOT TERMINATE TII1S AGREEMENT AS TO PHASE I UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE ,TANUARY 1, 2013 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR PHASE I DOES NOT OCCUR ON OR BEFORE ,TANUARY 1, 2013 AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; (lii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE II UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE Page 10 1915\o1 0\951i.2 REQUIRED INFRASTRUCTURE FOR PHASE II DOES NOT OCCUR ON OR BEFORE ,TANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; AND (iv) THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE RELATED TO PHASE I EXCEPT FOR DEFAULTS RELATED TO PHASE I AND THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE II PAYMENTS OR OTHERWISE RELATED TO PHASE II EXCEPT FOR DEFAULTS RELATED TO PHASE II. 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 reasoriable attorney's fees and expenses incurred by the City in connection with such claims, suits, and causes of action. Section 11. Representations and Warranties by the City. The City represents and warrants that: 11.1 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; Page 11 191 S\010\95I 1.2 ~ 11.2 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; 11.3 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; 11.4 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 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 and warrants that: 12.1 Grantee is a New York 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; 12.2 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; Page 12 191 5\010\951 1.2 i ( 12.3 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 12.4 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 infrastructure and retail improvements required by this Agreement 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 (individually, an "Interested Party" and collectively, "Interested Parties"). In the event Grantee fails to perform any of its obligations under this Agreement, all notices to which Grantee is entitled under Section 8 of this Agreement shall be provided to the Interested Parties at the same time they are provided to Grantee (provided the Interested Parties have previously been identified to the City and provided their notice addresses to the City). If any Interested Party is 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 the Interested Party and to otherwise permit the Interested Party to cure the event of default and 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 ofthis Section 13. Page 13 1915\O 1 0\9511.2 Section 14. Compliance. This Agreement shall be conditioned upon and subject to compliance with all applicable federal, state and city laws, ordinances, rules and regulations, including, without limitation, all provisions of the Development Code of the City of Denton. Section 15. Limitation. This Agreement shall never be construed as constituting permission or authority for development or construction pursuant to Chapter 245 of the Texas Local Government Code. Section 16. Entire Agreement; Changes and Amendments. This Agreement constitutes the entire agreement of the Parties with regard to the subject matter hereof and supersedes and replaces in their entirety all prior agreements related to the subject matter hereof including, but not limited to, that certain "Economic Development Program Grant Agreement with Allegiance Hillview, LP" executed and effective on or about March 10, 2009, and passed and approved by City Ordinance No. 2009-064 dated March 10, 2009. 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 17. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties, their respective successors and assigns. Grantee may assign all or part of its rights and/or obligations in or to or under this Agreement as related to Phase I and/or Phase II upon written notice to the City of such assignment. If an assignee agrees in writing to be bound by the terms and conditions of this Agreement and executes an amendment to this Agreement, the assignor shall be released as to the obligations assigned but not as to any obligations or liabilities of the assignor to the City that arose prior to the assignment. Section 18. Notice. Any notice and/or statement required or permitted to be delivered shall be deemed delivered five business days after being deposited in the United States mail, certifed 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. Any such notice and/or statement shall also be deemed delivered when delivered by a nationally recognized delivery Page 14 191 s\o1 0\9511.2 company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery address. If to Grantee: A I legiance H il lv iew, L. P. 1345 Avenue of the Americas - 46`h Floor New York, New York 10105 Attention: Constantine Dakolias, President with a copy to: Allegiance Hillview, L.P. 5221 North O'Connor Boulevard, Suite 700 Irving, Texas 75039 Attention: Andrew Osborne If to the City: City of Denton Attn: City Manager 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8307 Fax: 940.349.8596 With a copy to: City of Denton Attn: City Attorney 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8333 Fax: 940.382.7923 Section 19. Venue. The obligations of the Parties are performable in Denton County, Texas, and if legal action is necessary to enforce this Agreement, exclusive venue shall lie in Denton County, Texas. Section 20. Applieable 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. ; ~ Page 15 191 s\o1 0\9511.z i i i Section 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. Section 22. Benefit of Agreement. This Agreement is executed solely for the benefit of the Parties and their successors and assigns, and nothing in this Agreement is intended to create any rights in favor of or for the benefit of any third party. Section 23. 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. L~fZ EXECUTED and effective as of the ~ day of , 2010, by the 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. F D , TEXAS ~ ~ - MARK A. URROUG , MAYOR ~ ' • 9, ~e TTEST: _ . P~ JE IFER WALTERS, CITY SECRETARY APP OVED A TO LEGAL FORM: ' ~ es I i ANITA BURGESS, CITY ATTORNEY ~ Page 16 191 S\0 I 0\951 I.2 Î ~ G RANTEE: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, its general partner By: ~ Name: c- Title: ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF DENTON 5 ~ This instrument was acknowledged before me on the h~ - day of , 201051 by Mark A. Burroughs, Mayor of the City of Denton, Texas, on behalf of sai city. JANE E. RICHARDSON - - : ~ Notary Public, State of Texas tary Public, in and for the State of Texas ;M;• ~ = My Commission Expires June 27, 2013 D - My Commission expires: STATE OF TEXAS S COUNTY OF 5 ~ This instrument was acknowledged before me on the day of 2010, by the A,&,p~d ~kjof TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, the General Partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of the limited liability company and I im ited partnersh ip. i Page 17 I 9 I5\010\95I 1.2 I ~ - Notary Public, in and for the State of Texas My Commission expires: Y PUe DEBORAH VICK Notary Public, State of Texas My Commission Expires October 31, 2013 Í Page 18 1915\010\9511.2 ~ EXHIBIT A CATEGORIES OF ELIGIBLE IMPROVEMENTS Categories of Eligible Improvements Estimated Costs Hwy 380 Improvements $ 8,133,150 Site drainage 4,720,750 Regional drainage improvements 2,696,750 Internal commercial roads, including water, sewer, 20,004,064 streetscapes, plazas and amenities Scripture Road improvements 675,050 Bonnie Brae improvements 15271,900 Public Parking garage 6,730,375 Major public infrastructure relocation 25013,650 Miscellaneous fees/services 5,754,31 1 Interest during construction on non-residential development 10,000,000 TOTAL $6290009000 The actual cost of any individual Categories of Eligible Improvements may vary from the Estimated Costs shown on this Exhibit A. Grantee has the right to adjust individual line items of Estimated Costs of the individual Categories of Eligible Improvements so long as the Total of $62,000,000 is not exceeded. ; Page 19 191 S\O l 0\95I I.2 i ~ ~ - - - - - , _ . Exhibit B . METF3 ŕlND-80UND9, Pi4RT ONF AND'PaRT fYVO 418.28 ACRFS (1'a!TAL) FRANClS SATSON.SIJRVFir, ABSTRliCT ND. 43 6.9.8. 8 C:R:R. C4INPANY $URVEY, ABSTRACT NO. 192 _ C/TY-OF DENTON, t?ENTON:COUNTY, TD[AS PARY-ONE BElNG a Iract°o1 lar~d cktuated'in lho Francis Baison Survoy, Abstrac! No. 43, in lhe City ef Denton.-Denlor► : County~ Texas, :tKilng all at a qltod-121:4759 acrF3 trācl'{de9Oiptlon'of SFephotd HAIi TMtl, -Trad 2): L P.; enco.bed (n.DênLon:Caunh► C1erk'6 P1to No: 2085.127450 ct ths _ described in deed to O©nton HillvJ©w; ,...Raal Property aocordo oCDanton County~ l'exas, alt or ia-cotted 0.2254 ~acr~e tr~,(rracf 1). a.piled,2.1017 -acro tract (Ttact 2) and a celled- 2:2200 acra trad-(Tract 3) d©suiDed 1n deQd lo Ouantum aI 0enton Soff: Starage„L.P:. racorded In Vdlumo 5021; P8p0 01B47 of the Real Prvporty Recflrda of'Oerdan County; Texâs,_ part of a ct3ltQd 18:289 atre lrac~, descri6ed'in dovd to Dantán Propetty Joint Vet~lure, racurded i,n.Dentoĩ~ Cpunty. C1ork's Flle No..00=R1011370 ot tho Reat Proporty Rácords of Oenton CGunry,-Texas, altef a i=itoci 2:999-acre ItdGt, deacribod in deod tō Do Hd1t Proportf~s. Ltd., rocordad tn Qantan County Clorift File Na: _ 2005-00231 at tho Rêat Prvparty R©oonds or oontori Caunty, Taxtts, beln{t-parf ot a ca11e0 8:9217 eaa tract at - lhe táncl descdbed in Deed to tuieaquítQ Crflak Developmflnt. Inc., rbccrdod 1n Vclume 4562; PSga 0683 of Roal Property Racards of Donlon Counry, Tox®s, and alt of t.ot 1 af SANDY; ADD1T1dN, an addiGon tō Ihtt Ciry. of Donton. Denton County._T©xas, áacording to tha plátthor801 fecordas {n Votur'ne 13, Papa 47 tir+d Ga6lrsvt J.:Stide 3.40 at tha Ptat Rescnis oi Dentan Caunty, .TezarF. arxf being ntaro particulaity tlascrlbed by metes and bounds as-fcltows: BEGINNING at a 112-inch Irnn rod foUnd lar.tho rtioAh end of a oomer cJip at the irtitnrseCtlon of (ha north- - • right-at-way lirra of Wosl Univerelty Driva (U.S. Highway No: 3I30, 8 100.20 faot wíde,pubEc riphl-ct-woy)entf - tho,wost rlght-of!way linp ot Bōnnio Braa Straet (s varlable width puiitic tigI»of~wáy) for Ihe mo5Paá5lerty southQast comoraf ►he bōforementton®d Lat-1 ot SANDY ADDtT10N; 714ENCE .w+th tho comor clip, Soulh-45'48'44' Wast.;a di3lanea oC90:33 feet lo á 314-inch iran rod tvund for ~ ~ THENCt? wilhlhe narth ripht•cf-way Iine o1.West:Univ®rsltyDtive, ih,e follavvinQ.counses and dlt;terws iá wiE: ~ ~ --Nor11i 89'07'28' West ,a di6ianco oí 773.40 fovl lo a 5J8-Inch Iron rvd. with `KHA" cap sot for comer, ~ -Norih 8t3'Sb'28" West, a distnnde of 1781:77 foot io a-1112-ĩnch [ran nodiound.for tt>e souf?:east ~er d( ĩ Uio callod t1:9217 acrct lract; i~ # THENCE-teoving lhro_ nosth rigs~t-of-way tina ot Wost Untverelty Driva vvilh tllo "st liru3 of thê (3.8217 ©cro tract. ~ 276,40 teaÍ to 8 poÎnt íar camer, y i Nortfi U0`23'40"East: a distancc~ or, . ~ a . ' THENCÊ cros&inQ.the caitett 0.9217:oc,ro lŕu'ct, tho.fotltnrvtng cour5vs and disiancas to 3 - _ - . . - . . _ _ : _ . . ' . . . . . ' . ¢ . u . . . . -_-North 89't0'52" Wost,.g distance of 221.61. teet to a polnt for-oamer, saP, } :_Ncrth 00'S9W East: a dista.ntn nt 80.89 feot to a po+nl ltfi ōomnŕ -North-89'00'25' INast, a dlclenc.e oi 29a.0Ō:fdat lo e PoinClcrcomQr ln the êasilino of t.ot 1;.8btk A ot ~ PORTERIANDRUS ADDITION, on addHlon'to the City of Denton; Denion County. Teras, stsnct.+ing ta the ° Plat thereor recardad in CeDinol 0, 611do 45 of Ihe Plat Reconda of Dnntorí County, Texas; ō - - 1°- ' . . . . . . - . . . . . _ - . - - - - ~ . , . . . . . . . . . . . . . . - . ' G7 - . . . . . . • - . - . . , . - . . . - . . . Papb t or 6 . - ti~ I~INorr± - . , , - , THENCE with 1ho oast tlna of Lat 1, Btacit A or}d:the east E.e of Lai 2, f3todc A pf PGRTCRlANDRUS ADDtTION, an additĩon to tti$ City ōf Oanton, Oanlon Counfy, Texas, eaconfing to lha Rfat tF.ert:ot rcoor~led in Catilnet V. Silda 856'of t!:© Plai Recards of Denton County; Tvx~rá, North 00869'47' Vllr~t, e di3larice ot 217:71 - têQt to d 518-!nrh fran rod wllh 'KHA' cap sai [or ilu~ r~st comor of Lot 2; Btock A;. , -THENCfi with thc-norih and w®si [Ines ot l.flt,Z, 81odt A,-lho foltowlnp oaulsas and dl~noes to wtt: • -Narih 88'42'36' WBSt, 8 d151anatt of 400.07- fnat.to a t18-[ndh tron nod w+th 'KHA' crp.sat for eonver, --Sauln 01'ZllD9`-Wost, a Q15Ennco of 28.84. fe$t to a 51f3-tnc#► Irwt rod with "CHA' cap sal tor the narthaast comer of to1 1R, 8todr 1 a! AIVIN AND CHARLOTTE'WHALEY ADdtT10N, an-addii:on to lho City of Dantoat, Denton Counry. Tes3s,.t~aordir,g to-iha'pfatlhtrreotnoprrtad iaCahlrtrti, Slldo 148 of: lhe Pfal f~erArds:ot 0entan Catrnty. Tcixns; THENCE le8ving tho wcst [!n© of lol 2, 9loctt Ápf. PORTERlANDFtUS`ADf~ITION ~nnh ttiê r:orth Jtna of Lof ]R, Bfock i'or ALVtN RND Cf~Af1tOTTE 1NHAt:EY ADOITiON, North ©8'3170' VYest a dislanco of.39fl.39 feel to o 518•Inth iron.nod wilh 'KHA' cap eot in Ihe norlltvestnriy.d~ri~d~utry llns Ir~tentaf9 Highway No. 35 (a vanobt© w9dth pubtic ~ĩphl-of-way) /or' the mo5l norlheriy northvresl comer of t.at 1 R, 0todc 1 of ALVIN AND . CHARLOTTE LYKALEY AODIĩION;. THt:NCE Îeaving the norlh line o1 Lot :1:R; t3toak 1 of•AtVIN AND CHARl.OTTE ~V1-tISLEY ADOfTJON v.it11 the norih©asiariy.right•a(~way line tnterstalQ Highway~No. 3$, Norih 16'0754' Wast, a dlstaftfle oi 632.67 t~e8t iD a _:518•Irich fron rod wlth `KNA'-cap svt fcr ttre r~outtmest wmar ot Lat 14 of GREENWAY CIUB-ESTATES, an _ eddition.to the-Cfty át.Dontan, Dánlcn.County, Tottās, aodardlrig to tAe p:attt~en3otrscorded ln Volumn 4. Pagê 27 of the P1at Recards of Dentorĩ Caiutry, Texas; THEE]VCE leaving ihe norihonstariy ripfit•ot-way Iina-interi}t81e Klghway No: 35 with`tho-6oul.fi and oa.. llrtos oi GREENWAY CLUB ESTaTES. lho toiloduing aoursaa and alalanc~oS Ip w1L -Ncrih'73'75'13' East. a dlstáncê-of 51t1:79 feet•lo e. altti~dnoh lrnn r~d with'KHA' capsol tct ttro _ . pec~înning af e wrve io thc3 rieht; - : _ --Eástorly, with th© cunre tn thfl rlght, Ihrough,e central ongla c(1fi'47'40', i~avir•. a rasfus at 345.00 Icat, and char+~ bearfng-and di6tanco of NoRti:81'39`03' East: 100.76 ieet, tin rut distanae'of 101.13 fest ro 0 ō 5!8•fnch iton roti wllh 'KHA' cap aet far ltiá vrtd ot fho anro; ~ F " - -Nor-i.h ®fl'5A'~i3" Essl, o-dielance ot 384.46 feol toa51F3-Inch inan rod wiih'1ttiA" cap sat to~comer; ~ -htōrth 00`57104' West. o dfslanca of q50.70 foot lo`a 51~tnCl1 iron rod with'KIiAo qp âCt fof U`,a . ō souihwest comcr of lol 1, B[ock 10 0l WESTGÄTE HEIGHT$, an addtion to tte City of Oenton, Oentan- ~ County, Texas, according to trie ptat'lhereof record©d 1n C~~bfnet E, St~dō 79 ot-ihe PlatRecords oí Denlon County,.Texas; . . . . . . . . . . . . . . . . . . - . . _ . . M . . . . - - , THENCE faaving lho east`ltne cf GREENWAY.CL~lB ESTAĩES ŕvith tho south andeas!ltney oi WESTGATE ~ HEIGHTS, lhe fpltowing cvursas and dlslattcos ta wit ~ ~ -.Norlh 69'3T37" Eas1, © dfstenco af 40.23 feet lo:a 5l8-iruh irwr rod wilh 'KHA" ~p set for como,r,. ~ -South p7'34'S7" Eas1, a dlstencc~ ot 1042.99 faiil to a 5!8-inch lrmn rvd wiih ~tHrl' pp set fcr mrrler, ~ --Horth 00'3Z57' Easl, e dfstenca of 318.(34-feel lo a 51tt-lnch lron nod wiitr'CWA' cep set torlho mosr ~ nartharly narthw©st~oornerof.th9'bdíor~manllcnad 12 1,4759 auetmd a THENCE teavfnQ Iha east fana of- WESTGATE: HEIGNTS Wi1h ihc'nerth Gna oi lhe 121.4759 aaE tract, South . 89'-13'56' East.a dIs[nnceot 2061:29 teQl te a 5~f8-irlfih irvn nod ~rlth 'KHA" cap sef in Ihe wast rir~ht-0f•+~ray g lino o( Bonnie 6ree SUaet; . . • . g:_ . ~ . ~ - ~ ~ : . . . . . . . . . . - . . _ _ - , . . . . . ~ . . • . . - . • ~ Page t ol 6 . ~t= f - \ THEKCE 103ving lho n.orth line o1 the' 121.4759 acre lract wfth lhe west rlghl-0f~ray llns at $onnie Bráe"Stmat, tho laflowinp_COUrf;et; and`cislonces towit; r --Soutlt Ofl'3T'1©` West:.ai tl3stanca of 14b5.38 foet to:a 6lB-lnch Iron nbd wlth:lCHA' r.~p set tor Co~. -Sauth a0'Z8'd5a 1Nōst: a'distonce of 568.7tTfōettothe POlNT OF Bf3GINNING and contafninp 153.37 acŕes otland. Beárinp~system i~a8t3d upon Taxn9.State PIDne Coordinata Systam; using mawmer;ts R061.0108 AN0 R0610fl80. PART iW0 BEING: a tracf af fánd sftuated'in the B.B.B. B~C.R.R. Cornpony Surv9y, At>vtract No.192. tr~ 1t1e City of' D Denton County. TQxas; bainp part af a called 2$5.8365 erm lrad of tand (dasrilptfon o1 Stieph~td Háll Tract..Tract 1); doscribad7in doed lo Denian Hillview, L.R., rocorded-in D©ntan Counly Ctork'a File No. : 2045»127a5ō of the Reaf Prvperiy Rocard9 of Oenton County, Yex~s, and afl oi t.ot 3.of LOTS 1;2.0,3 . PEAACY~CHŔiSTON aOQITtON No.-t, an ndditaon-to.the City of:Dentcn, Danton County; Toxa~, aezordirp-to the ptot thereof raconiad in Cabin$t Sllde 34 of lho Plal Reoorda ol0enton Ccunrrr, Tcxas, and t~ing moro : partkul~riy de5trit~e+d by metes and bcunds ss fcllawsr 9EGINNING -al a 5!8•inc8•inc7i Uon'mcf found in lhe south-ripht-ot-vray_Ilne or Wes# university or1Ya. (U.S. Hlghway - No:.3t30. 8100_20 foot v~ŕitlo public right-of-way) ŕar tfte:nort.harty cammon co~ ot Lols 2 and 3 of lho be(oremenliōr~ed LOTS .1,2.6,3 PEARCYfCHRISTON A17DITiON; THEkCE loeving lho south Hght-0f-way (1ne af,Wes1 Unlvorsity Drim witi~ th© commori ifna af Lais 2 and'3, Soulh 01'08'28- wosl, a distance dí 600:00 (e©t to a 5i'-1nch Irōh nDd fōund (r.r lho zoutharty common carrter. of L¢ls 2 itnd 3; TNENCE tQevinc~ Iha cornman Hno of Lou 2 and 3:with lho south tines otlot 2 and Lot 1-C ai`LOTS 1=A, 1-B. _ 1-C PEARCY1Ci~iRISTON-ADDITIpN No.1, an nddilion to the City of aenton,.0©nlän Counry. Te~s. _ aorcling to the ptnF tltisreot recorded In Gabinot~L, Sudo l t3© ot tho Ptat Rewrtig ot Dentcn County, 7exa9, ~ South 89'Oá'34~ ERsl, p>;isatnp tho 6outhaast cánner:of Lcl 1=C ®l tl distance ol 7.11.~ fect and oontinuirq for a tafat digtfanctf of 730.60~feetto a 518-1nch Ervn iod (ound In the wost righl-of-way tine of 8anrtilo Btae Shreat (a . S varfoWt widlh pubflc rtght-ot-way)-for lho mosl oast©riy noritu3ut oōmor o! the baloremQnlionod'Z65.6385 L. Duo Ired- ^ THEWGE- wittí lhs wosl cigrtl~t-way tinn ot.Bonntn'8rae-Slreot, the tatlcwirx~ cours,es and distancQS to wiC ~ , - . ~ =South D0'50'fi4•'we6l. i~.dlstanŕe or 9Qsi3.01;ftic+t to a 6t0-inch iron r+cd witt~'KHA' cap tat tor ccmr;. ~ --Soulh 00'49'51~-VNest; a álstanCe ot 11T5:58 feet to a 51f3-Irch irun rod wilh'tC1~' cuP set (or the J .r buglnn'ng af a curve to Iho riglil;' Q ..Southwestorty; v+rith the cvrvc io tt~ ~iattt, Ihrouph e central enpte af 45'01'58". having p r~ius o! o- 321:07 faot. and chvrtf beá.rtng ind dislant~t ōf,-Sauth-23'1fl'47"Wost. 245.91 foel, an prGdistanoo of 252:35 feet to o S18~nch iron nod found ior lho boginntng of a rsversa curve-to lho IaR; ~ a -=Southwesiarty, with th® lho Wrvo to 1ho left. Itvnugtt © centr8l an$ta of STä~'56', having a raoius of 39Z:01 leol; and chard beaŕing ond di5tanca oi< South 1 T•d4'48' Wnst;`3T7.30 foet, an arc dlsfanco af ~ 393.831©0l lo:.a.51t]-inCh lron rad:tound fortha artd oFtttá Aurvo; ~ -South 11'41'10' Eest;: a dlalonco;Cf 1U.57 fool to á$16=1nd,lrori rod found ta~ Ihe nvNi ond v( a com©r clip at the ini~arsectlon ol tho-nartlt ripht=of-woy I1no af Sciplurv Street (a veríaWo widtlr pubtlc ~ nphl-oi•wayj and the wost>right-ōl-way llnt: of i9onnt$ Brao _Stroc~t; ° Y, . ~ TiIENGE wilh IfiQ.c.flmor dip, S~uth 39'33'50' West, a dlstnnco ot 1~5.48 reet !o ei J6~indh irár► rod tourK! (oc L. lho south end ot lh© camor dip; "s ~ _ Pagn3ot6 ~~ik:. ~ s r~ , . r • - THENCE with-the narlh rtght-of-wray Ilne of Scripture Stmet, North t36'58'00' Wes1, a dlstanoa of.12b5;t6 feel to a 51E3-Inch.ironŕod (oundln th© south line or tŕe 2f~.83fi5 ecre trad: THENCE leaving if~o nortil right=af-way lina o! 9triptuttts Slroet; tho tbtJav.tinp cotu5e5 eltd dis4-~noEslov,nL --Noelh Ot •02'00' Eaet, e Oislarce ot 500A6-lael to e Sli}inrhiron rod fcvnfl for ccmeŕ --Norih-9Ei'6©'00' Woste a d(si©r~co of y61.b6`i8e~1 to a 511i-Ir.ch frfln:n~d found farcamor;- --South 01'i?2~00"'We9t, a.distence of 500.06 feet~ la a 5tti-inch icvn rnd ta~nd in lho n~uth r1gh1-c~f"y lir,e Qf SC►iDivr~ Sireel: -THÊNCE wilh the north:ciph~of-way.Ilne of Scrfptur© SUeol, lho tollowfnp ctiurses ©nd distancas to wít - --Norih 88'58'©0' West; a'di~tcuue-o(.318:44.foof to a:5/84ndh ircn rod.tivilh'~KI•lA".cep satíorcamer, -=NorUfi Q8'Á8'26' Wegt. $ distar~cir flf 41:73 (aot to'o 618-i~r~t iran nod tour:d in tho noriheaslody. 'right-of•way lîne"InislsWlfl Hi~ftiw8y No, 35 {a veŕioble widih pubik rig4~t-of-ray) and the riotih rĩpht-ot*~ray tlna of Scriptun~ 5tr©ril tor tho rnosl sauthorly aoutir,vesl~ao~rttcr oJ d+e 258.6365 aoco ttecc ; THENCE with-tho no~llteagterfy right-ct:rnipy lina Inlerstple Nighway No. 35; iha tcUativirig caursos arid ; alstances to wit: - . ' -Nt~rth 15'50'30' Wesl, a dlst3nce. of 38.32 .feet la-o 518-inci~.inx~ n~d with ~CMÁ►' eap sol fcr corrier -t^~.~rlh 16'Z4'00' Wesi. a distanc8-ot 3494.30 foet lo a 51tNnch irvn'n:d tound forcorner; - _ -Nwth 14'$0~06" East. II distance ot 171 a11. frtet ld e 3•I>zct►hr.css dlaftirt corticretefour~d lor aornor, ~ -North 46'04`12' East, a df6tance of.303 fl5:feet lo a 518-inch linn rod faund tar oorr:er. -Narth-60'3Z'?Y Essl. a dĩslance of 174:ZZ -taol to a 51fi•Jnct~ t.•on rad foxrd forcomer, ( =-Norih OD'5t>;25'- East; o d'isltinca`ot 13:09 foCl tti ti Canuete rnonument fovnd tn li~o souih righl-o(-way (Ino ot Weat Unlv~iry Drĩvo;. THENCE leavtng #hv norttiensinrfy sighl•af-way tŕna Inieratalq HI$hvuy Na. 35 vrilh !1w r~autt~ righl•of~•ay ilne of YYo.st.Untvcra.Hy Driv~B, tha follawng wursau and Clstanoes tnv• - ~ . n . ' . a - -South.08'5620' Edsl. a dtst6nce 0 2da0.0t3 foal tā-o 51 8-1nCh tt~1 r~od with'KHA' c~p sei icr cairtar, -Souih t3g`Ot'07''East. a dlstanca of 117:72 faal to thê PCft~T.OFBEGINNING pnd containing 258.9t g ncra9 ofland: ~ ~ . . . . . - ~aorir.g_gystem ba$ed upon Toxas State Ptanā Cáōŕdiiutte 5ysierr~, urJ~ nwrtiumerTts R061010E1 aND R0610060: ` . v ThÍs dowmenl w3s preparati ~undur 22 í'AC §663.21; does nat r®(lect tHo ~ssutts df an on the.grovnd surveY. ~ - and is not to bo used lo convay or estnbGsh tnlerest~ in ro©I property e~apt ihose ri0hhis and intarnsta lmplled ~ ar Q$tabiished by lho c+~ation or rQCOnfiguratian' of lho boundaryof iha ¢olllicat st:báivlsfon ínr vfilch il ~was y propaced: 7 . . . o . . . ~ . _ : . : . : . ' . . . . . _ . . . - . . . . . . . .y ~ . . . . . _ - . . . . . ' . ' . _ - . . . . ' . ~ . . . - . ~ . ' . ' . . /y . . . _ . . . . . . _ . . . - , O . . . . . , . . . . y~ . . . _ . . . . . . . . . - ~ . .Y . _ . . . . ; . . . . . , . . . _ _ . . . . . tr _ . . - . . . . . . . ~ . . . . . . . . . . . . _ . ' ~V " Page 4 of 0 rt ~ PART ONF,453.37 ACRES FRaNGtS PAT5QN StlRVEY, ABSTRACTNO. 43 CITY OF DENTON, DElItTnN CatlNTY, TEKAS ~ _ ~ ~"~.."~0"''1,_-' _ : ~ ,=oo~ava~r , i ll a•~,-,r ~ - . . ~ • . _ . sa~naar ~ css' ccra" . ~ ,4i . . . . . . " . . . . . ' . _ . I.A~4 p 0., . ~ ~ . - . . ~ Poiŕvr ow ~ e€GiNMNG Q ~u . ~ ~ 9 ~ • . 2":~ ~ a~~~~ • ~ ~e ~ . ~ 153.37 ACR£S ~ e o~suorraf d oo►~t,,,1a wu g t oĩv~i ~ai t.V. . " . ~ - - • ~ - - a c.c.►. r~. uroa i - . " . _ . +►n,~a; . . - ~ . . . . ~ - a~s ( ouct J7 . C.L'itD.n~r!~ • • _ eu~ N oaw srr ~ _ . ~ : ~ c,uita s air ~ts t:~cr r1 ° . . . . . . aa.+inr .+.aarca► ml • : i~ _ . ~ nvz.ac ui. - . . ld OLtI fi OMf O • N R/JiJSL L ' T11~`+ ~ . . . - . . . 4. . • . 911Ä ~'Iftmr. V.. ~ ~~r~ ' . . - ~ ~ ~ ' . ' A.~~i~r ~ii'd ~I7W . ~ . . . g V ~ á _ ~ ~ti~• . iTY ~ 8. ~ ~ ~ - .r , . . ' ~ • . . ~ . t1J • ,r~,:a. x .~a . , ~ . . _ . ' a ~ Z N ŕ:$►+..:g ~ ' ~ ur«~ : ~ • - p x ~ t$ ~ ~ ac~ ~mue ~ r* ; - - - • . : ~ 1~~. . SCAIZ . . ~ L^ ~ ~ c+~►Y ~•3" ~ -inglr m 500 ft 5ar 6 - ~ - `~C 7 std,F+o~tta ' " . . ~ . - • - : . _ - . . . - . . - ~ . . - - ~ . . - - . ~ . . . . _ . . . - . ~ . . . . . . . . . . . . . . . . . . . . - . . PART TVYO;15$:91 ACRES C.EtR C014JPANY SURVFI; 'ABSTRaCT NO, 192 - CiTY`QF DFNTDN, D~N'f1~N C0lIN7Y, TEXAS _ - • _ ~ wia•~r.fas.arr CRii~aer p 6~iD Wl1 ' : aau:y~ u►a. . ~p~,~,tf • - - r _ b-. . ~ . . . ~ ~ . • +~D' :1. = t - . ~ ~ . A ~ - r . . I~ ~ ~ • -~fl~ _ . ► - . . 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