2014-143�, � . � � � '�
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SECTION 1. The City Manager, or his designee, is hereby authorized to execute a
Second Amendment ta Economic Development Program Grant Agreement (the 66Secand
Amendment99), in substantially the form of the Second Amendment which is attached hereto and
made a part of this ordinance for all purposes.
SECTION 2, The City Manager, ar his designee, is authorized to exercise the City of
Denton's rights and duties as set forth in the Amendment.
SECTION 3. This ardinance shall become effective immediately upan its passage and
..._..
appraval.
��' ��
PASSED AND APPROVED this the ��`,���, day of ���1�,m��"- , 2014.
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MARKA. BURRC' t j�����+ �'�r''�YOR
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM
ANITA ]3,�J���iESS, CITY ATTORNEY
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BY: ��� t�rr ? � ' ,,.� ���'..,�,.� ,
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STATE OF TEXAS
COUNTY OF DENTON
SECOND AMENDMENT TO ECONOMIC DEVELOPMENT �'1�OGRAM GRANT
AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.
This Second Amendment to Economic Development Program Grant Agreemei�t � ith
�lle�i£�i���: Hillview, L.P. (this "Second Amendment") is made and entered into as of the�',�'�f��y
of `���,��'` , 2014, by Allegiance Hillview, L.P., a New York limited partnership
("��c�c3t�`�'"�3 Denton II LLC, a Delaware lirnited liability company ("Assi�nee"), and the City
of Denton, Texas, a Texas municipal corporation (the "Citv"), Grantee, Assignee, and the City
are individually referred to as a"Party" and collectively as the "Parties."
WHEREAS, on June 15, 2010, Grantee and the City entered into that certain Economic
Development Program Grant Agreement with Allegiance Hillview, L.P. (the "A�reement");
WHEREAS, on September 14, 2010, Grantee, Assignee, and the City entered into that
certain First Amendment to Economic Development Program Grant Agreement with Allegiance
Hillview, L.P., (the "First Amendment"), which First Amendment approved the assignment of
certain right, title, and interest of Grantee in and to the Agreement to Assignee;
WHEREAS, capitalized terms used but not defined in this Second Amendment shall have
the meanings given to them in the Agreement and the First Amendment; and
WHEREAS, the Parties desire to further amend the Agreement and the First Amendment
to expand the categories of Eligible Iinprovernents, to increase the total cost of the Eligible
Improvements, to approve Eligible Phase I Costs and Eligible Phase II Costs, to expand the
definition of Total Taxable Sales, to define Retail Improvements in Phase II to include "Initial"
and "Additional" improvements, and to extend the Program Grant for Phase II.
NOW THEREFORE, for good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Parties agree to amend the Agreement and First
Amendment as follows:
1. Revised Definitions
a. Eli ib� le Improvements and Eli�ible Costs. The term 'Bligible Improvements" is revised to
mean any improvements included within the Categories of Eligible Improvements identified on
Exhibit A to this Second Amendment. The maximum Estimated Cost for the Eligible
Improvements shown on said Exhibit A is increased to $68,000,000. Payments of the Program
Grant for Phase I monthly installment payments shall be used FIRST to repay Grantee for
Eligible Phase I Costs up to a maximum of $20,000,000 and THEN, if Program Grants for Phase
II have been initiated by the Assignee, to repay Assignee for Eligible Phase II Costs up to a
maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in
Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional
Retail Improvements in Phase II.
b. Required Infrastructure for Phase II. The term "Required Infrastructure for Phase II" is
revised in its entirety as follows: "Rec�uired Infrastructure for Phase II" means the road and
public utility infrastructure required to obtain final certificates of occupancy for the Initial Retail
Improvements in Phase II or the Additional Retail Improvements in Phase II, as applicable [
including but not limited to the portion of Heritage Trail located within Phase II).
c. Substantial Completion. The term "Substantial Completion" is revised in its entirety as
follows: "Substantial Completion" means: (i) with respect to the Retail Improvements in Phase
1, when final certifcates 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 Improvements
or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Initial Retail
Improvements in Phase II, when final certificates of occupancy have been issued for the Initial
Retail Improvements in Phase II; (iv) with respect to the Required Infrastructure for Phase II for
the Initial Retail Tmprovements in Phase II, when such Required Infrastructure for Phase II 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 Initial Retail Improvements in Phase
II; (v) with respect to the Additional Retail Improvements in Phase II, when final certifcates of
occupancy have been issued for the Additional Retail Improvements in Phase II; (vi) with respect
to the Required Infrastructure for Phase II for the Additional Retail Improvements in Phase II,
when such Required Infrastructure for Phase II 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 Additional Retail Irnprovements in Phase II.
d. Program Grant for Phase II. The reference to "240 consecutive monthly payments" in the
defnition of "Program Grant for Phase II" is amended to be "300 consecutive monthly
payments".
2. Approved Eli�ible Costs. The categories and costs for Eligible Improvements
will be reviewed by the City's Engineering, Real Estate, and Econornic Development staff based
on information provided by Grantee. The Eligible Costs acknowledged by this Second
Amendment include, but are not limited to, Eligible Costs in the amount of $24,146,498 for
Phase I(north of Highway 380) and $15,930,322 for Phase II (south of Highway 380) for a total
of $40,Oi6,820 as approved July 12, 2010, by letter frorn Linda Ratliff, Director Econornic
Development, to Allegiance Hillview, L.P., regarding "Rayzor Ranch Chapter 380 Agreement —
Eligible Costs Approval," including Attachment "Request #1 Rayzor Ranch Eligible Costs" ,
attached hereto as Exhibit B.
3. Total Taxable Sales. The term "Total Taxable Sales" is revised in its entirety to
read as follows: "Total Taxable Sales means the total amount of all sales (including mixed
beverage sales covered by HB 3572 effective January 1, 2014) from which the City receives
sales tax with a point of sale in Phase I or Phase II, regardless of whether such sales are retail
sales and use occurring at a business located in Phase I or Phase II (excluding sales occurring at
any Dillard's, J.C. Penney Co., 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'). All references in the Agreement that indicate that the Total Taxable Sales and the
information shown on the Monthly Sales Tax Report are limited to sales from businesses located
within Phase I or Phase II shall be expanded to include mixed beverage sales and all sales with a
point of sale in Phase I or Phase II, regardless of whether such sales are retail sales occurring at a
business located in Phase I or Phase II.
4. Retail Improvements in Phase IL The term "Retail Improvements in Phase IP' is
defined to include the following "Initial" and "Additional" improvements:
a. "Initial Retail Improvements in Phase II" means a minimum of 300,000 gross
square feet (as measured to the exterior building wall) 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.
b. "Add��is����tl ���i�if 1 1�7�����e�vr�A����1�w in Phase ��'" means a minimum of 300,000
additional gross square feet (as measured to the exterior building wall) 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, and which, in any
case, are not included in the Initial Iinprovements in Phase II.
5. Pro�ram Grant for Phase II.
a. Section 3.2 of the Agreement is revised in its entirety to read as follows:
"Pro�ram Grant for Phase II. This Agreement shall be effective as of the date executed by the
City and Grantee. At any time following execution of this Agreement and following Substantial
Completion of the Required Infrastructure for Initial Retail Improvernents in Phase II (but not
later than January 1, 2018), Assignee 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 inaking 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 300 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 Assignee has been paid for the full amount of
the Eligible Phase II Costs, or (ii) 300 months after the Prograrn Effective Date for Phase II
regardless of whether Assignee has been paid the full amount of the Eligible Phase II Costs."
b. Section 4.2 of the Agreement is revised in its entirety to read as follows:
"Program Grant 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 Assignee 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 preceding month that are allocable to 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 first
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 temporarily withheld at any time if there are delinquent property
taxes or assessments on any property owned by Assignee and located in the City, and such
installment payments will not be resumed until such delinquency is cured, at which time
withheld payments shall be paid to Assignee. The 300 month term for payment of Program
Grant for Phase II shall not be suspended or extended if installment payments are withheld
pursuant to prior sentence. Notwithstanding anything contained herein to the contrary, the
Program Grant for Phase II installment payments will cease, this Agreement will automatically
terminate as to the Program Grant for Phase II, and Assignee will refund to the City all Program
Grant for Phase II installment payments previously made if Substantial Completion of the Initial
Retail Improvements in Phase II has not occurred on or before January 1, 2018. In addition, the
City, in its sole discretion, may terininate this Agreement as to the Program Grant for Phase II if
Substantial Completion of the Required Infrastructure for Phase II for the Initial Retail
Improvements in Phase II has not occurred on or before January 1, 2018."
c. The first paragraph of Section 5.2 of the Agreement is revised in its entirety to
read as follows: "Pro�ram Grant for Phase II. Program Grant for Phase II monthly installment
payments during the terrn of the Prograrn Grant for Phase II shall be calculated as 50% of the
1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase II
during the preceding month 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 sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided,
however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall
cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of
computing the Program Grant for Phase II monthly installment payments. Payments of the
Program Grant for Phase II monthly installinent payments will be used to repay Assignee for
Eligible Phase II Costs not otherwise paid with Program Grant for Phase I payments (up to a
maxirnum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in
Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional
Retail Improvements in Phase II)."
6. Default. Section 8 of the Agreement is revised in its entirety to read as follows:
"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' HOWEVERy NOTWITHSTANDING THE FOREGOINGy (i) MoNETARY
DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC
PERFORMANCE OF THE FAILED OBLIGATION; (Il) THE CITY CANNOT TERMINATE THIS
AGREEMENT AS TO PHASE I UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL
IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013, AS PROVIDED
BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE
FOR PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013, AS PROVIDED BY SECTION 4
HEREOF, OR (3� GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF
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7. Offer__to_„Sell. Section 6.6 is revised in its entirety to read as follows: "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 af�liate shall offer in writing to
sell such buildings to FMP Denton, LLC (or to the then-current owner of the Golden Triangle
Mall) 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."
8. Auditin�. The City's right to conduct audits of the sales and use tax records of
businesses located within the Property, and Grantee's and Assignee's obligation to use reasonable
efforts to assist the City in obtaining such records from tenant taxpayers, shall apply only to the
extent the City is unable to obtain from the Texas State Comptroller the "Monthly Sales Tax
Reports" showing the amount of Total Taxable Sales for a month period pursuant to Section
321.3022 of the Texas Tax Code.
9. Public Improveinent District Financin� of Eli�ible Improvements. If the City
levies public improvement district assessments to pay any portion of the Assignee's costs of the
Eligible Improvements shown on Exhibit A, the amount levied and collected from the Assignee
shall be reimbursable costs under this Second Amendment so long as the TOTAL of such
assessments and other Eligible Phase II Costs does not exceed the Exhibit A maximum amount
of $68,000,000.
10. Conflicts; Effect of Second Amendment. To the extent of any inconsistency
between the terms and provisions of this Second Amendment and the Agreement and the First
Amendrnent, the terrns and provisions of this Second Amendment will control. Except as
amended by this Second Amendment, all of the terms, covenants and conditions of the
Agreement and the First Amendment are in full force and effect and the Agreement and First
Amendment are hereby ratified and confirmed. All references in the Agreement to January 1,
2015, are hereby amended to read January l, 2018.
11. Binding Effect. This Second Amendment will be binding upon and will inure to
the benefit of the Parties and their respective successors and permitted assigns.
12. Counterparts. This Second Amendment may be executed in one or more
counterpart copies, all of which will constitute and be deemed an original, but all of which
together will constitute ane and the same instrument binding on the Parties. Delivery by
facsimile or electronic mail of this Second Amendment or an executed counterpart hereof will be
deemed a good and valid execution and delivery hereof.
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STATE OP )
COUNTY O �
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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
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By.��, .� .� -� �-°"
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Name: ���' a. �� �-�w.�,�
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'i'itl�.. . r��.ill�a�r�r��1.�P�r����
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`l,l�i� i����r•��i��e�7t was A�'€���;�WLEDGED before me on �� ' ��I" ` , � . _, bY
� _ � tl�e �1` TH GP LLC (d/b/a TH Dcr�t��sr {il' ��.L�, ir7 �l�e �;tate
of Texas), a Delaware limited �i��l�i�iiy �c��� l���dv, the general partner of Allegiance Hillview, L.P.,
a New York limited partnership, on behalf of �cl imited partnership.
�
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otary Public
[SEAL]
My Commission Expires:
Printed Name of Notary Public
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„��r:v�� k��A�N�R 1�. h�3�s�Yt�
, ��•� �� � N�t�ry P�4��c� ���t� vi �°�x�s
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�yy ��n��e��sis�s� E��ir�s
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ners�v„ _ _ _
DB DENTON II LLC,
a Delaware limited liability company
By: DB Denton Holdings LLC,
a Delaware limited liability company
Its: Sole Member
By: RED Rayzor Ranch, LLC,
a Delaware limited liability company
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STATE OF ���.����� � )
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COUNTY OF ��: . � ��..
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Its: ��������ii��Member
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By: � . �....�m�
Michael Ebert
Its:
Manager
This instrument was ACKNOWLEDGED before me on ��._ �_ �5��` ,� by
�-�W °
Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limil�cf liability company,
the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the
sole member of DB Denton II LLC, a Delaware limited liability company, on behalf of such
limited liability company. �
�,...�..�,� �� ,
�....
��`s� r� RAMONA ZAPUSTAS
'''� '- f�otary Public,Stete o9 Anzonx°�
���,�� ���"� Mar§copa Counky
,�,�.,�����`' My Comm�:.°sion Exprres
° at�° Feb�'uarty 0$, 20'F7
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My Commission Expires:
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STATE OF TEXAS
COUNTY OF DENTON
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CITY OF 1)��T��,, ��" w� �
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� ��� �c. Campbell, City Manager
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This instrument was ACKNOWLEDGED before me on �� _, ��`1� , by
}1������ �.�-�������e������,;�� �f ��7�: {�;ity t�i` ��ci�i�y��. Texas, on beha f of the City of Denton,
�'�?,��. ��(.�,�"°r�� +��. d��i ���j�`J��� �"°� � ��ryt'� �'�r�/f��t„�+�i"��°"��`
,�,� s
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�'�s�,�t� � `����t�' �C��9��� �$�$� �3` s�}���
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My Commission Expires:
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1��•inic�l Name of Notary Public
Exhibit A
Table A-1
Categories of Eligible Improvements
Hwy 380 Improvements
Site drainage
Regional drainage improvements
Internal commercial roads, including water, sewer, streetscapes, plazas, and amenities
Scripture Road improvements
Estimated Costs
$8,133,150
$4,720,750
$2,696,750
$20,004,064
$675,050
Bonnie Brae improvements $1,271,900
Public Parking garage $6,730,375
Major public infrastructure relocation $2,013,650
Miscellaneous fees/services $5,754,311
Interest during construction on non-residential development $10,000,000
SUBTOTAL Table A-1 $62,000,000
The actual cost of any individual category of Eligible Improvements may vary from the
Estimated Costs shown on this Table A-1. Grantee and Assignee have the right to adjust
individual line items of the Estimated Costs of the individual Categories of Eligible
Improvements so long as the SUBTOTAL of $62,000,000 is not exceeded.
Table A-2
I-35 access roads and ramps $3,000,000
Additional Interest duriri construction on non-residential de�rel��ment after 1/1/15 $3,t�C�(1,000
_
SUBTOTAL Table A-2 �6,000,000
The actual cost of Table A-2 individual category of Eligible Improvements may NOT
exceed the Estimated Costs shown on this Table A-2. Actual costs up to but NOT
exceeding the amounts in Table A-2 are considered Estimated Costs of Eligible Costs.
TOTAL Table A-1 and Table A-2 $68,000,000
The amounts levied and collected through PID Assessments by the City for Eligible
Improvements defined in Table A-1 and Table A-2 shall be considered reimbursable
costs so long as the amounts levied and collected through PID Assessments are
deducted from the Category(ies) in Table A-1 or Table A-2 above and so long as the
TOTAL of $68,000,000 is not exceeded.
�
215 E. McKinney
Denton, Texas 76201
(940) 349=7776 phone
(940)349-8596fax
Economic Development Department
July 12, 2010
Allegiance Hillview, L.P.
1345 Avenue of the Americas - 46th Floor
New York, New York 10105
Attention: Constantine Dakolias, President
Re: Rayzor Ranch Chapter 380 Agreement — Eligible Costs Approval
Dear Andy:
�,�� �� ���,����,�� ���� �,�q���t �� ����il�r�� eligible costs incurred to date for the
y�����,� �,���� ����,�,� ������� �� ������� a subtotal of $24,146,498 for Phase I
����h �f �tnty� ���� ��� �������,3�� f�r �`M�a�� ll ����t� �f I�w� ��tl�$ ��r �
��m�in�� t���l �f � ��p�7�,���� ih� ��t������ ��+� ���� ���^� b��� r��vi�vv��
• by our Engineering, Real Estate and �����rr��+� ��v����m��t ���� ��� ���� ����
approved as Eligible Costs perthe Cl���t��'��+� ���`������ ����'� ���'� ��� �����
.
Please let me know if you have any questions.
Sincerely,
� ��� ��� �
� �
Linda Ratliff, Director
Economic Development
Attachment: Request #1 Rayzor Ranch Eligible Costs
cc: George Campbell, City Manager
Andrew Osbome, Allegiance Hillview, L.P.
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