2011-133
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ORDINANCE NO. 2011-133
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 GTM DEVELOPMENT LTD,
REGARDING THE PURCHASE OF GOLDEN TRIANGLE MALL PROPERTIES AND
RENOVATION AND IMPROVEMENT OF AN APPROXIMATE 73.2 ACRE PARCEL OF
LAND COMMONLY KNOWN AS GOLDEN TRIANGLE MALL GENERALLY LOCATED
AT THE NORTHWEST CORNER OF I-35 E. WEST AND EAST LOOP 288 IN DENTON,
TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, GTM Development Ltd. ("GTM") 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"); and
WHEREAS, to effectuate the Program the City and GTM 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 City Manager, or his designee, 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
day of r i7 , 2011.
n
A. BURROUGHS,
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: b)')
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: z
Page 2
THE STATE OF TEXAS §
COUNTY OF DENTON §
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
GTM DEVELOPMENT, LTD
This Economic Development Program Grant Agreement ("Agreement") is made and
entered into by and between GTM DEVELOPMENT, LTD. ("Grantee"), a Texas limited
partnership, and the CITY OF DENTON, TEXAS ("Li1y"), a Texas municipal corporation,
for the purposes and considerations stated below. Grantee and the City are individually
referred to as a "Pidy" and collectively as the "Parties."
Section 1. 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.
"Anchor Store" for the purposes of this agreement shall be defined as Dillard's,
J.C. Penney, Macy's, and Sears.
"Eligible Costs" means the cost of any improvements included within the categories
identified on Exhibit A. Costs incurred prior to the execution of this Agreement, with the
exception of the Mall Roof Replacement, will not be considered Eligible Costs.
"Eligible Sales Tax Receipts" means the total amount of sales tax received by the
City each month, during the term of this Agreement, as a result of the Total Taxable Sales
generated from the businesses located within the Property boundaries, less the Monthly Mall
Baseline amount of $95,898.
"Grantee" or "GTM" means GTM Development, Ltd., and its successors and assigns
as permitted by this Agreement.
Page 1
"Incentive" shall mean 15.83% of Required Investment. The anticipated required
investment of $60,000,000 will produce an incentive of $9,500,000 but may be less
depending on the level of Required Investment. The maximum incentive provided will be
$9,500,000.
"Initial Phase Completion" means the completion of a minimum $9,500,000 in
Eligible Costs within the Property boundaries. The Grantee must provide evidence,
satisfactory to the City that these investments were made toward improvements to Eligible
Costs.
"Monthly Mall Baseline" represents the 1.5% General Sales Tax received by the City
in 2010 from contributors located within the Property divided by 12 months and shall be set
at $95,898 per month.
"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.
"Pro e " means approximately 73.2 acres encompassing the parcels described in
Exhibit B as "Mall Premises."
"Program Effective Date" means a date at least sixty (60) days following (i) the date
the Grantee provides sufficient evidence of accomplishing Initial Phase Completion in
properties and improvements located within the Property boundaries and (ii) a written
request from Grantee that Program Grant be initiated.
"Program Grant" means 240 consecutive monthly payments made by the City to
Grantee beginning on the Program Effective Date. Each monthly payment will be
calculated as a percentage of the 1.5% City sales tax collected by the Texas State
Comptroller with respect to Total Taxable Sales as reported in the Monthly Sales Tax
Report, less the Monthly Mall Baseline, all as described in Section 5.1 of this Agreement.
"Required Investment" means an anticipated investment of $60,000,000, but no less
than $45,000,000, on or before October 1, 2014, in acquisition, new construction,
renovation, and /or expansion of improvements located within the Property boundary,
Page 2
including but not limited to Property acquisition costs, deferred maintenance, Property
renovations, construction services, architectural and engineering fees, legal fees, leasing and
development fees, construction interest, finance fees and interest on Property, tenants
allowances, retail or build out expenditures, anchor investments and all other documented
costs associated with the redevelopment of the Property. Investments made by others within
the Property boundary may count toward the Required Investment, with the exception of any
monies paid to the Grantee for the purchase of land and/or structures. The Grantee must
provide evidence, reasonably satisfactory to the City that these investments were made
toward improvements to the Property. Investments made prior to the execution of this
Agreement, with the exception of the Mall Roof Replacement and Deferred Maintenance,
will not be considered as eligible Required Investments.
"Total Taxable Sales" means the total amount of all sales from which sales and use
tax are collected from businesses located within the Property boundaries.
Section 3. Terms of Program Grants.
3.1 This Agreement shall be effective as of the date executed by both Parties. At
any time following execution of this Agreement and following Initial Phase Completion of
the real improvements (but not later than October 1, 2014), Grantee may designate the first
day of any month to be the Program Effective Date by providing written notice to the City at
least 60 days prior to the requested Program Effective Date. The City will begin making
Program Grant monthly installment payments on the designated Program Effective Date and
shall continue to make such monthly installment payments for 240 consecutive months as
provided by this Agreement.
3.2 Upon reaching Initial Phase Completion and the Program Effective Date has
been established, the Incentive will be capped and is conditioned on the Required
Investment, which is anticipated to be $60,000,000 on or before October 1, 2014. If the
Required Investment is less than $60,000,000, but not less than $45,000,000, the Incentive
will be reduced proportionally and capped as a percentage of Required Investment
demonstrated on October 1, 2014. The capped Incentive amount may be less than but not
exceed $9,500,000.
Page 3
3.3 This Agreement will terminate with respect to the Program Grant upon the
earlier to occur of (i) the date Grantee has been paid the full Incentive for the Eligible Costs,
or (ii) 240 months after the Program Effective Date regardless of whether Grantee has been
paid the full Incentive. Furthermore the Agreement will also terminate for failure to make
Required Investment by October 1, 2014.
3.4 If an Anchor Store leaves the mall on or before October 1, 2014 to relocate
within the City of Denton and the space does not redevelop with a sales tax-producing entity
within 24 months of becoming vacant, the Monthly Mall Baseline shall be adjusted to
account for the lost monthly sales tax from that Anchor Store property. The City of Denton
and GTM agree to meet to identify the appropriate amount of any Monthly Mall Baseline
adjustment by utilizing sales tax documents from GTM and from the State Comptroller's
office. The City, following such discussions, shall reasonably determine the amount of any
such adjustment.
3.5 If after an Anchor Store leaves the mall resulting in a reduction in the
Monthly Mall Baseline as described in Section 3.4, the vacated space is then reoccupied by
a sale tax-producing entity, the Monthly Mall Baseline will be increased by an amount
proportional to the original adjustment. The increase in the Monthly Mall Baseline will be
adjusted in an amount based on the sales tax for the new entity as a percentage of the
original Mall Baseline reduction. The adjustment will occur once a full year of sales tax
information is available for the new providing entity. The City of Denton and GTM agree to
meet to identify the appropriate amount of any Monthly Mall Baseline adjustment by
utilizing sales tax documents from GTM, the retailer, and from the State Comptroller's
office. An increase in the Monthly Mall Baseline as described in this Section may not
exceed the amount of the Monthly Mall Baseline reduction due to the Anchor Store leaving
as described in Section 3.4. The City, following such discussions, shall reasonably
determine the amount of any such adjustments.
Section 4. Installment Payments for Program Grants.
For each month during the term of the Program Grant, the City agrees, subject to the
conditions contained in this Agreement, to make a Program Grant installment payment to
Page 4
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
within the Property boundaries. The Program Grant installment payments shall be
calculated as provided in Section 5.1 of this Agreement. Program Grant 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 completion of either the Initial Phase Completion and/or Required Investment
have not occurred on or before October 1, 2014, the City, in its sole discretion, may cease
the Program Grant installment payments and terminate this Agreement. Grantee may in
such case retain any Program Grant received prior to October 1, 2014.
Section 5. Calculation of Installment Payments.
5.1 Program Grant monthly installment payments during the term of the Program
Grant (as set forth in Section 3.1) shall be calculated as 50% of the Eligible Sales Tax
Receipts, 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
monthly installment payments.
5.2 Any adjustments resulting from overpayment or underpayment of sales tax by
a retail business located within the Property boundaries will be reflected in the monthly
Program Grant 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 the Property boundaries,
the next scheduled Program Grant installment payment will be adjusted by the amount of
overpayment or underpayment. Should the adjustment result in a negative Program Grant
installment payment due, Grantee will remit the balance to the City within 30 days.
Page 5
Section 6. Other Grantee Obligations.
In consideration of the Program Grant, Grantee agrees as follows:
6.1 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.
6.2 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 or
partially 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.
Section 7. Audits and Monitoring.
7.1 From time to time prior to and after Initial Phase Completion and reaching the
Required Investment level the Grantee will submit statement(s) of Eligible Costs for
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 which items on the
statement(s) constitute Eligible Costs or requesting additional detail if needed to make the
determination of eligibility.
7.2 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 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 retail sales within Property boundaries 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
Page 6
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 statements prepared by an
independent certified public accountant. Upon request of Grantee, City shall provide copies
of City records related to the Program to investors, lenders, or other parties designated by the
Grantee.
Section 8. Default.
If a parry 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
parry 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 payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING,
(i) MONETARY DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE
SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT TERMINATE THIS
AGREEMENT UNLESS (1) INITIAL PHASE COMPLETION OF THE REAL IMPROVEMENTS DOES
NOT OCCUR ON OR BEFORE OCTOBER 1, 2014 AS PROVIDED BY SECTIONS 3 AND 4 HEREOF, OR
(2) COMPLETION OF THE REQUIRED INVESTMENT DOES NOT OCCUR ON OR BEFORE
OCTOBER 1, 2014 AS PROVIDED BY SECTIONS 3 AND 4 HEREOF, OR (3) ANY OTHER
MATERIAL DEFAULT NOT CURED AS DEFINED IN THIS SECTION.
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
Page 7
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 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;
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:
Page 8
12.1 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, upon acquisition of
all or a portion of the Property;
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;
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 improvements on the portions of the Property that Grantee may acquire. 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 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
Page 9
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
of this Section 13.
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. 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 upon written notice to the City of such
assignment. The City may execute an amendment to this Agreement evidencing the
Page 10
assignment and the City's execution of said amendment to the Agreement shall not be
unreasonably withheld or delayed. Notwithstanding anything contained herein to the
contrary, Grantee may assign this Agreement without the consent of the City, provided
Grantee retains more than 50% of the controlling interest (whether by stock, partnership or
otherwise) in that portion of the Property that contains the mall. In addition, without the
consent of the City, Grantee may assign this Agreement to any lender ("Lender") providing
a loan to Grantee and Lender shall be entitled to succeed to Grantee's rights under this
Agreement if Lender obtains title to Grantee's portion of the Property by foreclosure or
deed-in-lieu of foreclosure. Lender may assign any rights so acquired to a purchaser of all
or a portion of the Property from Lender following any such foreclosure or deed-in-lieu of
foreclosure; provided, however, that such assignment by Lender shall be subject to the
provisions of this Section. If an assignee agrees in writing to be bound by the terms and
conditions of this Agreement and executes an amendment to this Agreement stating same,
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, 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. Any such notice
and/or statement shall also be deemed delivered when delivered by a nationally recognized
delivery company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the
delivery address.
If to Grantee:
Gar Herring
The MGHerring Property Group, LLC.
5710 LBJ Freeway, Ste. 450
Dallas, Texas 75240
Phone: 972.448.0200
Fax: 972.448.0248
Page 11
With a cop, to:
Herbert D. Weitzman
GTM Development, Ltd.
3102 Maple Avenue, Ste. 350
Dallas, Texas 75201
Phone: 214.954.0600
Fax: 214.953.0866
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: 940.3 82.7923
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. 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 21. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws and
court decisions of the State of Texas.
Page 12
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 parry.
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 it is the
intention of the Parties to this Agreement that in lieu of each provision that is found to be
illegal, invalid or unenforceable, upon written, mutual agreement of both parties and
approval of the City Council, a provision be added to this Agreement which is legal, valid
and enforceable and is as similar in terms as possible to the provision found to be illegal,
invalid or unenforceable.
Section 24. Force Majeure
If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or
other causes beyond the control of either Party, either Party is not able to perform any or all of its
obligations under this Agreement, then the respective Party's obligations hereunder shall be
suspended during such period but for no longer than such period of time when the Party is unable
to perform.
Page 13
) y Y EXECUTED and effective as of the ~ da of ~I , 2011, b 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.
C Y OF D NT ,TEXAS
MARK A. URROUGHS YOR
A TEST:
IFER LTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
A BURGESS, CITY TTO Y
GRANTEE:
GTM DEVELOPMENT, LTD.,
a Texas limited partnership
By: CHV Management One, LLC
a Texas limited liability comp
General Pa r
B
Y:
By:
N~
Page 14
ACKNOWLEDGMENTS
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the/W&day of , 2011, by
Mark A. Burroughs, Mayor of the City of Denton, Texas, on behalf of Isaicity.
JENNIFER K. WALTERS
Notary Public, state of Texas
My Commission Expires ary Publi n and for the State of Texas
0 December 19, 2014
My Commission expires:
~ a- l
STATE OF TE §
COUNTY OF
;&I I L. n §
This instrument was acknowledged before me on the A- day of , 2011, by
Herbert D. Weitzman, the Manager of GTM DEVELOPMENT, LTD, a Texas limited
partnership, in its capacity as the General Partner of CHV Management One, LLC, a Texas
limited liability company, on behalf of the limited partnership and the limited liability company.
CHRISTINA DAVIS
Notary Public, state or Texas Notary Public, in and for the State of Texas
My commission Expires
October 21, 2013
My Commission expires: LZ I 11
STATE OF TEXAS §
COUNTY OFUO-6 §
This instrument was acknowledged before me on the 1 day of '2011, by
Gar Herring, the Manager of GTM DEVELOPMENT, LTD, a Texas limited partnership, in its
capacity as the General Partner of CHV Management One, LLC, a Texas limited liability
company, on behalf of the limited partnership and the limited liability company.
CHRISTINA DAVIS Notary Public, in and for the State of Texas
^4 Notary Public, State of Texas
M Commission Expires
V
October 21, 2013 My Commission expires: 16 42-
Page 15
EXHIBIT A
CATEGORIES OF ELIGIBLE COSTS
Categories of Eligible Costs
Estimated Costs
Mall Roof Replacement (completed)
$2,000,000
Parking Lot/Site work
$1,650,000
Life/Safety Systems
$300,000
Site Signage
$400,000
Landscape & Irrigation
$300,000
Mall Expansion, Exterior Facade Rework & Entrances
$2,200,000
Interior Common Area Upgrades
$2,400,000
Open Space Project
300,000
Development Fees
$250,000
Anchor Store Infrastructure
• HVAC
• Roof Replacement
• Parking Lot Resurface
• Site work Modifications
• Landscape & Irrigation
• Exterior Facade Rework & Entrances
• Structural Additions (excludes interior finish-out
$6,000,000
TOTAL
$15,800,000
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.
Page 16
EXHIBIT B
LEGAL DESCRIPTION OF THE PROPERTY
BEING ALL OF LOTS 1-6 AND LOTS 8-10, BLOCK 1, OF THE REPLAT OF GOLDEN
TRIANGLE ADDITION AS RECORDED IN CABINET B, PAGE 124, OF THE PLAT
RECORDS, DENTON COUNTY, TEXAS, ALL OF LOT 11, BLOCK 1, OF THE FINAL
PLAT OF GOLDEN TRIANGLE ADDITION, SECOND FILING AS RECORDED IN
VOLUME B, PAGE 350, OF THE PLAT RECORDS, DENTON COUNTY, TEXAS, ALL OF
LOT 12R AND LOT 13, BLOCK 1, OF THE MINOR PLAT OF GOLDEN TRIANGLE
ADDITION, SECOND FILING AS RECORDED IN DOCUMENT NO. 2009-210, OF THE
PLAT RECORDS, DENTON COUNTY, TEXAS, AND ALL OF LOT 7R AND LOT 14,
BLOCK 1, OF THE AMENDING PLAT OF GOLDEN TRIANGLE ADDITION AS
RECORDED IN DOCUMENT NO. 2010-127, OF THE PLAT RECORDS, DENTON
COUNTY, TEXAS.
Page 17