Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
2017-113
WHEREAS, the City and Allegiance entered into an original Economic Development Program Grant Agreement with Allegiance Hillview, L.P. dated June 15, 2010 for the development of "Rayzor Ranch" ("Original Agreement"), generally located East of IH35W and West of N Bonnie Brae St and on the North and South sides of W University Drive between W Windsor Drive and Scripture Street ("the development"), which was amended under a First, Second, and Third Amendment, with the last amendment being adopted November 10, 2015; and WHEREAS, Allegiance subsequently assigned its interests in Phase II of the development to DB Denton II LLC and its interests in Phase I of the development to Allegiance GL LLC and Rayzor Ranch 380 Associates, LLC (the "Assignees"); and WHEREAS, the City and the Assignees desire to amend the Original Agreement under a Fourth Amended Economic Development Program Grant Agreement with Allegiance Hillview L.P., attached to this Ordinance and incorporated herein along with its Exhibits 1-4 (the "Fourth Amended Agreement") in order to memorialize the Third Assignment as defined therein, revise the definition of "Initial Retail Improvements in Phase II" in the Third Amended Agreement, extend the substantial completion deadline for the same, and other changes as defined therein; and WHEREAS, the City Council of the City of Denton, Texas hereby finds that the Fourth Amended Agreement is in the best interests of the citizens of the City of Denton; NOW THEREFORE, SECTION 1. The City Manager, or his designee, is hereby authorized to execute the Fourth Amended Economic Development Program Grant Agreement with Allegiance Hillview, L.P. ("Fourth Amended Agreement"), in substantially the form attached hereto with Exhibits 1-4 and made a part of this Ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Fourth Amended Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED THIS THE DAY OF ?017 CJAR'WATTS, MAYOR WIN a 0 ml UN Page 2 of 2 S:\Legal\Our Documents\Contracts\17\RED Fourth—Amendment 032917.docx • V_ Amended Agreement") is made and entered into by and between Allegiance Hillview, L.P., a New York Limited Partnership ("Allegiance"), by and through its assignees, Allegiance GL, LLC., 9 Delaware Limited Liability Company ("Allegiance GL"), and Rayzor Ranch 380 Associates, Texas Limited Liabty Company ("Rayzor"), along with DB Denton 11 LLC,, a Delaware Limited Liability Company ("DB"), and the City of Denton, Texas, a Te ' xas home -rule municipal corporation (the "City"), for the purposes and considerations stated below. The foregoing parties are sometimes individually referred to as a "Party" and collectively as the "Parties." WHEREAS, on or about June 15, 2010, the City and Allegiance entered into that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P., for the development of "Rayzor Ranch" generally located East of IH -35 W and West of N Bonnie Brae St and on the North and South sides of W University Drive between W Windsor Drive ani Scripture Street (the "Development"), which agreement was approved under Ordinance No. 2010- 142, and is attached as Exiiibit I hereto, and incorporated by reference herein (the "Original Agreement"); and WHEREAS, Allegiance entered into that certain Assignment and Assumption Agreement dated as of July 3 0, 2010 with DB, assigning to DB all of the right, title, interest, and obligations of Allegiance regarding Phase 11 of the Original Agreement, as amended (the "First Assignment"); and WHEREAS, on or about September 14, 2010, Allegiance, DB, and the City entered into that certain First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., to memorialize the First Assignment, and release Allegiance from obligations regarding Phase 11, which first amendment was approved under Ordinance No. 2010- 210, and is attached as Exhibit 2 hereto, and incorporated by reference herein (the "First Amended WHEREAS, on or about May 13, 2014, Allegiance, DB, and the City entered into that certain Second Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L,P,, to amend the Original Agreement and First Amended Agreement, which Second Amendment was approved under Ordinance No. 2014-143, and is attached as Exhibit 3 hereto, and incorporated by reference herein (the "Second Amended Agreement"); and WHEREAS, Allegiance, through its general partner TH GP, LLC. d/b/a TH Denton GP. LLC., entered into that certain Assignment and Assumption Agreement as of April 1, 2015, with Allegiance GL, assigning to Allegiance GL all of the rights, title, interest, and obligations of S:\Lega1\0ur Documents\Contracts\17\RED Fourth_Amendment 032917.docx Allegiance regarding Phase I of the Original Agreement, as amended (the "Second Assignment"); and WHEREAS, on November 10, 2015, Allegiance, DB, and the City entered into that certain Third Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., in order to memorialize the Second Assignment, and facilitate the development of a Hotel and Convention Center in Phase II of the Development, which third amendment was approved under Ordinance No. 2015-33 1, and is attached as Exhibit 4 hereto, and incorporated by reference herein (the "Third Amended Agreement"); and WHEREAS, Allegiance GL entered into that certain Assignment and Assumption Agreement on or about November 1, 2016, with Rayzor through its sole member FidCal, LLC., 9 Delaware Limited Liability Company, assigning to Rayzor all of the rights, title, interest, and obligations of Allegiance GL regarding Phase I of the Original Agreement, as amended (the "Third Assignment"); and WHEREAS, the Parties now desire to memorialize the Third Assignment, revise the "Initial Retail Improvements in Phase 11" definition of the Third Amended Agreement, extend the substantial completion deadline for the same, and other changes as identified herein. NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: I . Incorporation of Preamble. All matters and recitations stated in the preamble to this Fourth Amended Agreement are true, and correct, and are hereby incorporated by reference into the provisions of this Fourth Amended Agreement for all purposes. 2. Conflicts. The terms set forth in the Original Agreement, First Amended Agreement, Second Amended Agreement, Third Amended Agreement, (Exhibits 1-4), and this Fourth Amended Agreement are continuing in force and effect to the extent that they do not • In the event •' a conflict, the •• executed later in time controls, All references in the Original Agreement, First Amended Agreement, Second Amended Agreement, and Third Amended Agreement to a deadline for the construction of the Initial Retail Improvements in Phase 11, or the Required Infrastructure for the Initial Retail Improvements in Phase 11 shall be amended to reflect a deadline of April 1, 2018, subject to extension to July 1, 2018, as provided by this • Amended Agreement. 3. Section I.b. of the Third Amended Agreement (Section 2 of the Original Agreement which was changed from "Retail Improvements in Phase 11" to "Initial Retail • in • 11 and "Additional Retail • in Phase 11 definitions in the Second Amended Agreement) shall be amended to read as underlined: S:\Legal\Our Documents\Contracts\17\RED Fourth_Amendment 032917.docx b. 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 11, comprised of any cornbipation ofthe fpflowirigy: (i) the Town Center (as described by the zoning applicable to the Property); (ii) the ground floor of the hotel and the convention center space that is part of, or planned to be part of the Hotel and Convention Center Project whether or not the Hotel and Convention Center Project has a certificate of occupancl,, by 6�Qrd 1,=LQl 8.,J��t�ict to extensioii to July 1, 2018, as 1--)rovided by -this lotirth Amended Agrqgpj�; and (iii) other retail or commercial shopping center buildings located in Phase 11. At the time of this Fourth Amended Agreement the City has determined that ��F-111-)roxiniatcly 221,582g square feet Cq _1�)ir(-Yxii�uately 75% of Initial Retail lipprovements in Phase It) of retail, or corninercial slioiviiw, ceriter bLlilditl'S located is Please 11 have received a Ceilificate o1'OccLM;1p_ _or are under consirtictioii (a ied for and received a permit and began work). If the grass square footage of the Initial Retail Iniprovc,ments iri Phase 11 does not meet the minimum 300,000 grOSS S - U -81-C JCCL[ly Aiiii I 1, 2018. DB shall deliver to the Citv a Certificate of Comnliance. which is attached as Exhibit 5 [iercto, (including doCLInietitation) that establishes the footage which has received a Certificate of Occunanev. or has a completed foundation approved by the Building Official as of Aptlil 1, 2018, The Cit Manag(i �orbi�jsi �qc e, J" shall have the authority to administratively!pp p(I e an extension of this deadline to July 1. 2018, for afl .. urposes of this FOUrth at least27 000 Gross square feet (approximately 90% of the Initial Retail Improvemems in Phase 11) of retail,or corninercial shoppirig center bUildipgs located in Phase 11 have received a - Certificate of Occupapey, or have conni�Lc�tgcl Lgglidations oved by -the Bitilding Official as determitwd by the City and attested to in the Ccrlificate of Coqi:LtLk.tLic�c )"A lijil .. . . . . .. ....... .... .... . J ... I _L 4. Section 2.a. of the Third Amciide( ' i Agrecinent (Section 3.2 of the Original Agreement) shall be amended to read as underlined: 3.2 PrM_Uarn Grarit fOr Phase IL 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 Initial Retail Improvements in Phase 11, (but not [afer than At)ril 1, 2018, or as otherwise extended to U yj, '2!, prqyicieciiiitli[sFoLit-thA.iii.egd,gd,�� ), DB may designate the first day of any month to be the Program Effective Date for Phase 11 by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase 11. The City will begin makin Program Grant for Phase 11 monthly installmentnayments 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 S:\Legal\Our Documents\Contracts\17\RED Fourth—Amendment 032917.docx will terminate with respect to the Program Grant for Phase 11 upon the earlier to occur of (i) the date DB has been paid for the full amount of the Eligible Phase 11 Costs, or (ii) 300 months after the Program Effective Date for Phase 11 regardless of whether DB has been paid the full amount of the Eligible Phase 11 Costs. Additional Prograin Grant for Hotel and Copyeptimi (CeWer Project, as d r)icted is Exhibit A. The City will begin making Additional Program Grant for the Hotel and Convention Center Project monthly installment payments commencing the first month following receipt of the certificate of occupancy of the Hotel and Convention Center Project, and following the commencement of Phase 11 Grant Payments, and paid monthly until DB has received $5,000,000 as consideration for lost revenue in Phase 11 as a result 4.1. Program Grant for Phase I. For each month during the term of the Program Grant for Phase 1, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase I installment payment to Rayzor 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 Rayzor, and located in the City, and such installment payments will not be resumed until such delinquency is cured, at 1-hich time withheld p—menu 10-11 he nqJd to Rqwor Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase I has not occurred on or before January 1, 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 Rgyzo will refund to the City all Program Grant for Phase I installment payments previously 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 on. 7AIRM 6. Section 5.b. of the Second Aniemled Agreement (Section 4.2 of the Original Agreement) shall be amended to read as underlined: b. Prog 1�k�jnt for Phase 11 ', For each month during the term of the Program Grant for Phase 11, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase II installment payment to DB on, or before thirty days following Page 4 of 11 5:\Leg@1\0ur Documents\Contracts\17\RED FourthAmendment 032917.docx 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 11. 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 11 shall be a condition precedent to the initiation of Program Grant for Phase Il 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 DB, 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 DB. The 300 month term for payment of Program Grant for Phase 11 shall not be suspended, or extended if installment payments are withheld pursuant to the prior sentence. Notwithstanding anything contained herein to the contrary, the Program Grant for Phase 11 installment payments will cease, this Agreement will automatically terminate as to the Program Grant for Phase II, and DB will refund to the City all Program Grant for Phase 11 installment payments previously made if Substantial Completion of the Initial Retail Improvements in Phase Il has not occurred on or before April 1, 2018,,(s,�Lt?j -ect to extension to July 1. 2018, as movided by this Fourth Amended Aareement). In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase 11 if Substantial Completion of the Required Infrastructure for Phase 11 for the Initial Retail Improvements in Phase 11 has not occurred on or before April 1, subject to extension to July 1, 2018, as provided by this Fourth Amended Agjy�en�ent.'; 7. Section 2.b of the Third Amended Agreement (Section 5.2 of the Original Agreement) is revised to read as underlined: 5.2. Pi-ogram Qj, ant for Phase 11, Program Grant for Phase 11 monthly installment payments during the term of the Program Grant for Phase 11 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 City and 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 11 monthly installment payments will be used to repay DB for Eligible Phase 11 Costs not otherwise paid with Program Grant for Phase I payments up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase 11 and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase IL ZMEM S:\Legal\Our Documents\Contracts\17\RED Fourth—Amendment 032917.docx Additional, Pi,. rail i (Irapt (or Ylotel aiidConvetitioti Center -L1,L(ri1qLct. Program . . ............... . Grant for Hotel and Convention Center Project shall be calculated as 15% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase I and 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 the Hotel and Convention Center Project monthly installment payments. Notwitlistatidiqg_arm -provision of the Secoml 4SSjot1qiq1itor Thii , -d Assignment to the cozitraryall ligymelits of the 1)rogram Gmnt For the Hotel and Convention Center Pro,ect shall be mac Je niopth jy to D13 L11101 QB has received $5,000,000 as consideration for lost revenue in Phase 11 as a result of the Hotel and Convention Center Project. 8. Sectiori 6 of the Second Aineiided Agretgn-Lent (Section 8 of the Original Agreement) is amended in its entirety to read as follows to include omissions and as underlined: 6. Def, ' wlt ' . 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 11 payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING: (i) -11 Tit TVF,J,,11*11J'1kTT1T to W DI tA OR) 1,140 Vic DIM, lWaIXI)m a an bill ILM I ML6111 nu ME 1 ILVA I W MIXTA DILVJ I B101 INS Itz INNIN WIN" [I] tall N of I D1 IM"A 61 a N D1 Page 6 of 11 S:\Lega1\0ur Documents\Contracts\17\RED Fourth_Amendrnent 032917,docx TO PHASE 1, AND THE CITY MAY NOT TERMINATE, WITHHOLD, OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE 11 PAYMENTS, OR OTHERWISE RELATED TO PHASE 11 EXCPET FOR DEFAULTS RELATED TO PHASE 11. 9. Section 9 of the Second Anierided Agi-cement is amended in its entirety to read as underlined: Public Improvement District Financing of Eligible Immoveniems. If the City levies public improvement district assessments to pay any portion of DB's costs of the Eligible Improvements shown on Exhibit A of the Second Amended Agreemept, the amount levied and collected from DB shall be reimbursable costs under this Fourth Amended Agreement so long as the total of such assessments and other Eligible Phase 11 costs do not exceed the maximum amount of $68.000.000.00 as reflected in Exhibit A of the Second Amended Agreement. 10, Binding Bi " ndi - ng Effect. This Fourth Amended Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns. This Fourth Amended Agreement shall not inure to the benefit or give rights or obligations to third party beneficiaries, 11. Cogn,Lqrpqrt. This Fourth Amended Agreement 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 one and the same instrument binding on the Parties. Delivery by facsimile or electronic mail of this Fourth Amended Agreement, or an executed counterpart hereof will be deemed a good and valid execution and delivery thereof. 12. AL - i " I '- hority. Each Party represents that the below individuals have the full authority and capacity to execute this Fourth Amended Agreement on behalf of its respective Party. Page 7 of 11 S:\Lega1\0ur Documents\Contracts\17\RED Fourth_Amendment 032917.docx EXECUTED and effective as of the Ll day of La 2017, CITY OF DENTON, DENTON, TEXAS ATI AS MUNI] N l y r I3 CORPORATION TODD I-HI-I'Mr N, CITY MANAGER ATTEST: BY: �WAL `! A-� ) AARON I , fi L, INTERIM CI I Yr -,A"1 `ORNEY BY: STATE OF TEXAS § COUNTY OF DENTON This instrument was acknowledged before me on the �-'Ity of _ 2017, by Todd Hileman, City Manager, City of Denton, Texas; on behalf of said city. JENNIFER N m ry PJ�iin and for the State of Texas COMM. EXP 12-19-2018 NOTARY I D 1117650 +ri aY-+Ih�.y ,m.nmv.wmeavrsw...mar�.. vw.,rewxa..,.r My Commission expires Page 8 of 11 S:\Legal\Our Documents\Contracts\17\RED Fourth Amendment 032917.docx ALLEGIANCE GL LLC, a Delaware Limited Liability Company (as Assignee from All,jance Hillview, LR) By: Andrew Osborne, Authorized Signatory STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the,%L day of —VW44,2017,by Andrew Osborne, of Allegiance GL, LLC., its Authorized Signatory on behalf of said entity. ot rPublic, in and for the St of Texas My Commission expires: Page 9 of 11 S:\Legal\Our Documents\Contracts\17\RED Fourth Amendment 032917.docx DB DENTON 11 LLC, a Delaware Limited Liability Company By: D13 Denton Holdings LLC, A Delaware Limited Liability Company Its: Sole Member By: RED Rayzor Ranch, LLC, A Delaware Limited Liability Co Its: Ntamt, j ng Aber By: — - --- - ----- - Michael Ebert Its: Vice President and Principal ('0UNTY This instrument was acknowledged before me on the Z>( day of 2017, by Michael Ebert, of DB Denton 11, LLC., its Vice President and Principal on behalf of said entity. Notary Public, in and I'0 i- the ate ate of My Commission expires: Page 10 of 11 SALegal\Our Documents\Contracts\17\RED Fourth_Amendment 032917.docx RAYZOR RANCH 380 ASSOCIATES, LLC, a Texas Limited Liability Company (as Assignee from Allegiance GL LLC) By: P1dCal, LLC, A Delaware Limited Liability Company Its Sole Member By: FRP FidCal, LLC A Texas Limited Liability Company Its: Manager By: Richard Coe Its: Executive Vice President STATE OF TEXAS § COUNTY OF 1r l § This instrument was acknowledged before me on the e" lay o1 � ' t �L , 2017, by Richard Coe, of Rayzor Ranch 380 Associates, LLC., its Executive Vice President on behalf of said entity. 4 +''■+.. ANGELA PACE ." ,Notary Public, State of Texas -------- Comm. Expires 09-02-2018 Notary Public, 1air for the State of Texas oll % Notary ID 68327-8 My Commission expires: i Page I I of I I "Well m s.Uegal\our documents\1irdinances\10\380 amended agr-alleg iance hiI[vie %v 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 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The Mayor, or 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. G PASSED AND APPROVED this the L� %�.... day of �' s _.........__..� 2010. sAl ego Rour documents\ordinances1101380 amended agr-allegiance hi I I vie %v,doc BY: API-'IRW "FEDAS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:___ _ .� -AA4,cjeA-j_ THE STATE OF TEXAS § COUNTY OF DENTON § ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. This Economic Development Program Grant Agreement (this " ,€reenient") is made and entered into by and between ALLEGIANCE HILLVIEW, L.P. (",r[.ra ee"), 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 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. " ly ble improvoients" means any improvements included within the categories identified on Exhibit A. "Gl ible Phase I_Cost_�" means the actual amounts paid for Eligible Improvements in Phase 1, including amounts paid for the Highway 380 Improvements. "I ll, ibl,e Phase 11 Costs" means (i) the actual amounts paid for Eligible Improvements in Phase 11 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\010\9511.2 "Iwf�g tw M8 ltr jim-Vemerlts" 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. "Iv1gElbly®8arles fax cpo t" 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. "Phg s.e IL" means the portion of the Property located south of US 380, consisting of approximately 257 acres described in Exhibit B "Plograui tsffectivr,Date for1e Phase I" is defined in Section 3 of this Agreement. "1'rt r rn i y f ctivc_Daie for Phase 11" 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. "Prp,orpni Grant for Phase 11" 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 11 as reported in the Monthly Sales Tax Report, all as Page 2 19151010\9511.2 described in Section 5.2 of this Agreement "Property" means the approximately 410 acres described on Exhibit 13, "Required lnflastrltcturc for Phase I" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements ora 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. "Kecltaired lnfrastrUCture for Phase l(" means the road and public utility infrastructure required to obtain final certificates ofoccupancy forthe Retail Improvements or a phased portion of the Retail Improvements in Phase 11, including but not limited to the portion of Heritage Trail located within 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 1. "Retail llnprovernents in Phase 11" 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 Comylet_ion" 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 Improvements or a phased portion of the Retail Improvements in Phase 1; (iii) with respect to the Retail Improvements in Phase 11, when final certificates of occupancy have been issued for the Retail Page 3 1915\010\9511.2 Improvements in Phase II; and (iv) with respect to the Required Infrastructure for Phase Il, 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 final certificates of occupancy 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 ll, as applicable, 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." "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. P1ogram Grant for Phase1. 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 I, 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 Prograrn 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 11 Costs, Page 4 1915\010\9511 2 3.2 I''. ro-grarn Grant for Phase: 19. 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 11 (but not later than January 1, 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 Il. The City will begin making Program Grant for Phase II monthly installment payments on the designated Program Effective Date for Phase 11 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 11 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. l'1oC,rarn Grant for Phase 1 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 1 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 1 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 1 has not occurred on or before January 1, 2013, the City, in its sole discretion, may cease the Program Grant for Phase l 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 1 installment payments previously Page 5 1915\010\9511.2 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 l has not occurred on or before January 1, 2013. 4.2. Pro ra1n Grant for Phase 11,. For each month during the term of the Program Grant for Phase 11, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase 11 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 ll. The Program Grant for Phase ll 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 11 shall be a condition precedent to the initiation of Program Grant for Phase 11 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 I, 2015, the City, in its sole discretion, may cease the Program Grant for Phase If 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 11 installment payments previously made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase I I if Substantial Completion of the Required Infrastructure for Phase II has not occurred on or before January I, 2015 Section 5. Calculation of Installment Payments for Phase I and Phase II. 5.1. 11'ro'ram Grant for Phase 1. Program Grant for Phase I monthly installment payments during the term of the Program Grant for Phase I (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\010\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 1 monthly installment payments. Payments of the Program Grant for Phase I monthly installment payments will be used FIRST, to repay Grantee for Eligible Phase 1 Costs up to a maximum of $20 million and THEN to repay Grantee for Eligible Phase Il Costs up to a maximum of $42 million, providing that Phase 11 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 I 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. Pros�ram Grant for Phase 11. Program Grant for Phase 11 monthly installment payments during the term of the Program Grant for Phase 11 (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 11 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 If monthly installment payments. Payments of the Program Grant for Phase 11 monthly installment payments will be used to repay Grantee for Eligible Phase 11 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 If will be reflected in the monthly Program Grant for Phase It installment payment in which such overpayment or underpayment was reported by the State Page 7 1915\010\951 1.2 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 the 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 li 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 affiliate 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 11 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 assistance is provided. During the term of this Agreement, the City will Page 9 1915101019511.2 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 11 and such other calculations, allocations and payments required by this Agreement. During the term, the City shall prepare within 180 days after the close of each fiscal year of the City, a complete financial statement for such year in reasonable detail covering the above information, and shall furnish a copy of such statement to Grantee. Upon the request of Grantee, and at Grantee's expense, City shall have the annual Program Grant for Phase I and the Program Grant for Phase If 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 11 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 1 or Program Grant for Phase Il 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 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 CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; (iii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE II UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE 1I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE Page 10 1915\010\9511.2 REQUIRED INFRASTRUCTURE FOR PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 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 NOTTERMINATE, 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 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; Page 11 1915\010\9511 2 1 1.2 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 19151010\9511.2 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, "Intetmd_6'aste"). 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 of this Section 13. Page 13 1915\010\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 Il 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, 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 Page 14 19151010\9511 2 company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery address. I f to Grantee: Allegiance Hillview, L.P. 1345 Avenue of the Americas - 40h Floor New York, New York 10105 Attention: Constantine Dakolias, President with sa C Ty to: Allegiance Hillview, L.P. 5221 North O'Connor Boulevard, Suite 700 Irving, Texas 75039 Attention: Andrew Osborne ft o t fic City; City of Denton Attn: City Manager 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8307 Fax: 940.349.8596 W1tIt„�� co1�.'1._1ra: 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. 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. Page 15 19151010\9511.2 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. EXECUTED and effective as of the � da of 2010, b the City, signing b and Y ...._> Y Y g g Y through its Mayor, duly authorized to execute sanne by action of the City Council, and by Grantee, acting through its duly authorized officials. WM�ARKA, T , TEXAS Ritt;)UGI MAYOR 1`'fl-ST- l� nQ�v, JEN&FER WALTERS, CITY SECRETARY APPOVED A. TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 16 19151010\95112 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. Nam�,_ �6 GR,�� ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the ff�' day of , 2010, by Mark A. Burroughs, Mayor of the City of Denton, Texas, on behalf of sait city. � JANE E. RICHARDSON N01l'ryt.0 r'e, Stow Texas My Commission Expires JJUr, 21, 201J STATE OF TEXAS § COUNTY OF DAL4&5 § ar Public in an'd for the State of Texas y My Commission expires:% -0— This instrument was acknowledged before me on the I_ day of Sutne. 2010, by . .� the , } ofTH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in tyre. Stet e of Texas, the General Partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of the limited liability company and limited partnership. Page 17 1915\010\951 1.2 Notary Public, in and for the State of Texas My Commission expires: w DEBORAH VICK *° Notary Public, State of Texas My Commission Expires October 31, 2013 Page 18 1915\010\951 1.2 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 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 TOTAL $62,000,000 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 n{the individual Categories ofEligible Improvements so long uxthe Total of $62'0O0,O00iunot exceeded. Page |9 1915\010\951 1.2 E_Xhibit B METES AND BOUNDS, PART ONE AND'PAR7' TWO 410.28 ACRES -(TOTAL) FRANCIS.SATSON SURVEY, ABSTRACT NO. 43 B.B.B. 8 C.R.R, COMPANY SURVEY, ABSTRACT NO. 182 CITY OF DENTON, DENTON.COUNTY, TEXAS PART ONE BEING a tract of land sllusted in the Francis Batson Survoy, Abstract No. 49, in the City o1 Denlon,•Denton County, Texas, "Ing all of a eallod-121,4759 acro trots (deserlpflon of Sl4phord Hall Tract, Tm 21. described In dead to Donlon Hillvlow, LP., recorded Ire Denton CountyCtorWf; Pito No, 20VI027450011ho Raul Property Rocorde of Denton County, Texas, ellof a called 0.2254 acre tradffruct 1), a coilod-2.1017 acro tract (Tract 2) and a called -2.2200 acre tract (Tract 3) described In dead to Quantum a1 Denton Soft Storage., L.P., recorded In Volume 5021; Pep* 01647 of the Real Property Records of Denton County, Texas, Pam of a called 10.269 acro tract, dosulbed'in dead to Denton property Joint Venluro, €o,xudod ixt Donio6 County, Cloth's File No. 00�R01olwu of Ino Real'Prop6iiy R5curds of Denton Co", Town% €;Il of a cants l 2.909 acre tract, described in dead to Do Hall Propenes, Ltd„ rdcorded In Denton County Clerk's File No: 200-540231 of the Real Pmp'orty R000rds or Donlon County, Texas, being partol a called 6:9217 acre tract of land described In Deed to Meu4iuito Croak Development, Inc„ rowtdod in Volume 4562; Page 0683 of lho Real Property Records of Donlon County, Taxes, and all of Lot 1 of SANDV,'ADOITION, an 0ddifti. to1ho City. of Donlon, Donlon County, Taros, according to the plat thereof rocardadlnvolueno 13. Pago 47 and Cabinet J. Slide 340 0l the Plat Records of Denton Counly, Tokas, aril being mora porllt:ulady described b} metes and bounds as fclk ws: BEGINNING at a 112 -Irish Iron rod round lot the north end of a corner cJlp at the inloraocuon of Oto north - right-of•way lino of Wast University Drive (U.S. Highway No: 300,'6 100.10 fool wide public rfphl-0f-why) and the west righl-of•way lino of Sonnio l3rao SImai (a vorlablo width public (19111-OfWdy) fah the most oasleriy southeast comer of the boforomontlonnd Lot 1 of SMD*' ADDITION; THENCE with the comer clip, South 45.48'44' Wos1,,a diutancs of 130.93 fest to a3/4 -Inch iron nod found for comer, THENCE with the north right•of,way line of West University Drivo, the following courses and dintancca to mi: -North 60'07'26' West, a dislanra of 7.73AO foot to a 610 -Inch Iran rod with "KHA" cap sat fah comer, -North 60'56'26" West, a dlstnn�o of 1761.77 foal to a -W -Crich Iron rod found for the soul east coiner of Oto called 0,9217 acua tract; THENCE leaving the north right -or -way line of Woet University Drive wllh the cast Ilno of the 0.0217 acro tact. North 00'23'40' East, a distance of 276.40 tool to a poin(for comer, THENCE crossing the called 8.921Tocro Iasi, tho followtng'cdursoo and distances to wit: —North U9'10'52" WoeL a distance of 227.61 leeltoapoint for comer, -North 00'510'35' Fail. a distance of 80.09 feel to o point for 6ahwr. : -Nonni 09'00`26' Wast, a dlolance of 290,00 feet to a point loroomor In the 011501no of Lot 1, Block A of PORTER/ANDRUS ADDITION, an addition to the City of Denton, Denton County, Texas, acrardlng to the Plat thereof recorded In Cobinal O, Slide 45 of the Plat Retards of Donlon County, Texas: , Pago 7 of 6 '1 it k' THENCE with the cost fine of Loll. Black A and the east lino of Lot 2, Block A or PORTER/ANDRUS ADDITION, an adtlil an to Iho Cily of, Denton. Dantan Caunly, Texas, nmotding to the plat themof recorded In Cnblttat V. Slide 656 of the Plot Records of Denton Counly, Toxaa, Nanh 40'69'47' West, a dWanco of 217,71 fool to a 510-Inch Iron rod with 'KHA' cap set for the nodN" comor of Lot 2; Block A; `THENCE wilh Iho north and wost lines of Lot 2, Black A, the follwt4ng coursod and diswou to wli: —North 00.42`36' Wort, a dlstunce of 4Q0.01'foal.lo a 5h3-Inch Iron rod with 1KJt - cars.sal for conver —South 01*211'0 I-`Wast, a distance of 20.01# feat to a 5JO-Irwh hart ror7 with "K14A" cap act low the northeast comer of Lot IR. Block 1 of ALVIN AND CHARLOTTE WHALEY ADDITION, an addition to the Clry of Denton, Denton County, Texas, 0cwrding to lhs'plal U,sreol necorsted In Cabinet I, Slide 140 of the Plat Records-& Denton County, Taxan; THENCE leaving the west [Ina of Lot 2, Block Aof PORTER/ANDALIS ADDITION with the north line of Lol 1R, Block 1 of ALVIN AND CHARLOTTE WHALEY ADDITION, North 00'3170' Weal a distance ef.399.39 feel to a SIB-Inch Iron rod with 'KHA' cap sot In The nodhosstariy dGht-d-way line lntentale Highway No, 35 (a Variable width public righl-of-way) for the Moll nerthedy northwasi comer of Lot IR, Block 1 of ALVIN ANO CHARLOTTE WHALEY ADDITION; THENCE leaving the north line of Lot 1R, Work 1 of. ALVIN AND CHARLOTTE WHALEY ADDITION Wilt the n9r(haasiorly righl•of.way line Intenitato Hfipwiy:No, 35, North worS4' Wosl, a dtstwce o1032,67 feat to a 5)0-inch lion rod kh 'KRA' %;*p sal lot Use wultwust uu air of Lot 14 of GREENWAY CLUB ESTATES, an adiltilon to the Clty cl Denton Donlon County, Texas, aacordlrg to the plat Vwtvol na dod In votuma 4. Page 27 of the Plat Rorofds of Denton County, Tex"; THENCE leaving the northaaaWdy dolit•of-way Ona Inloritale, Highway No. 35 with the south and can lines of GREENWAY CLUB ESTATES, the following oouraba end dlslancos to wit North'73'161 " Easl. o dfstance-of 510.79 feel to e.6184n6h lrnn rod with'KHA' cap sol la the tginning of o curve to IM right: —Easterly, wilh the curve to the right, Through a cantral ongto of 16'47'40', having a radius of 345.00 real• and chord bearing•and distance of Nol1h:01'39'03' East, 100.76 feat, an aro distance of 101.13 feel to 0 510-Inch lion rod with 'KHA" cap sal for ft and of the curve; —North 80'50'43" Eesl, a distance of 364,46 foal to a5/&Inch Iran rod wlth'KHA' cup sot faecomer; —Nosh 00157104' Woo, o dialanro of 450.70 focal to a 5l0-hail frui rW vM11'KHA' cap set for Uto southwest Corner of Let 1, Block 10 of WESTGATE HEIGHTS, on oddillon to Uio City of Denton, Denton County, Texas, according to the plat thereof recorded In Cobanol E. Sudo 78 of the Plat Records of Denton County, Taws; THENCE leaving the cost lino of GREENWAY CLVI3 ESTATES'wilh the soulh and east Ilhes of WESTGATE HEIGHTS, the following courses and distances to YAL• klorth 09'3737" East, o dletanco of 40.23 feet to a &B-Inch iron rod with `KHA'cop ser for rornar; --South 07134'57' East, a distance of 1042,09 fart to a 518-Inds Iron m4 with "1QAA• cap sof for comer, —North 0013'2°57" Eaw, a Oilgnce of 310,04 forst Ica 5d0-inch Iron ma with'KHA' cap set for the most nonhody noMwest comor 01.1he b6foromonllonod.121,4759 ncro treat THENCE leaving Iho east line of WESTGATE HEIGHTS with the north Una of Ute 121.4759 ace tract. South 09.13'56' East, o distance of 2067:29 feel to a 5154nch lion rod with'KHk cap set In the west right-of-way lino of Bonnie Brae Soviet: Page 2 016 THENCE leaving thb north One of the 121.4759 acre Iract with Dae west right-of-way Ilna of Bonnie Brae Street. Ike following Courses and dlslancestowlL' -South 001710' We91,.e dlslanca of 1455.38 toot to a 610 -Inch Iron rod with 1 HA' s out forrne, —South 00.28'45' Wast. a distance of 5611.70 fiat tolhei POINT OF BEGINNING and cdolalnin0 153.37 dries offend, Boaalno system basad upon Takes Stole Plone Coordinate Sysfam, uslnq monuments R0810106 AND R061000f1. PART TWO BEING a tract of land sllualed in the B,B.B. 8 C.R.R. Company Sunfey, Abstrarl No. 192. In the City of Denton, Banton County, Toxa% boln0 part of n callotl 285,6365 ocrla tracl of fend )dnr 1pllon at Sfiaphatcl Hall Tract. Tract 11, doatcribod In diced to Damara Hillviow, I—P., rocorderd In Donlon runty ClotVs Felty No, 200a-127450 of Ins Root Properlyormrda of Donlon County, Toraa, ,arid nil of 1.013 of LOTS 1.2.0,3 P`tiARCY1CHRISTON AUDITION No. 1, an addition to the City of Donlon, Donlon Courtly, Toxm nrimWinif, to thn pint thorn of txowrdod In Cabinul i1. Slide 34 of the Plot Rocnrds of Denton County, Tema, acrd being mor°o partJmNdy Ocscribod by mates and bounds as (ofiowst 13VGtNNING of a 616 -inch Irons frad round In that south'rlgfjl-ref-vr y,flne of Wast University Drive )U, S. Highway No, 300, a 100.20 tool wide pubtto right-ol-way) for tho northarfy common comer or Lots 2 and 3 oflho bolororracntionod LOTS 1,2,0,3 F1EARCYICHftISTON ADDITION: THENCE loaning the south right-af-wny line of West University Drive, wb tho xxim mon lane of lois 2 and 3, South 01'00'28' wast, a dirrl.ar of 600.00 loot to a 6154ndt Iron red round far the r.oulhvriy common comer of Lots 2 and 3; TIIENCE leaving the common tlno of Lots 2 and 3 with the south tines at Lot 2 and Lot 1�c of LOTS 1-A, 1-8, i •C PEA,RCYICHRISTON-ADDITION No. 1, an addition to the City of Ocnw, Donlon Couniy, Texas, accesrdtnp to the plat'lisaloof recorded in Gabliol L, Slide 100 of the Plat'Rocords Pt Demon Tax", South 09"04`74" EasL, passing Me oouihoaSt rdmor of Lot 1`-C at o dislanco of 711.59 forst eyed conts'nulnp for a total distonco of 730.60°feet to n SID -Inch Iron rod found In the wast €ight-qf-way line of Bonnlo Brno Street (a varlablo width public right -al -way) for the most easterly northeast iomora( the boforemantonod'265,5365 acro frtict; THEHCE•wlth the wosl right -0f -way line of Bonnto Bras Straol. the (oltowing courses and distances to Wt: —Soulla 00'50'64"West, o dlslonca of 1430.01:fool to a 6/0 -inch iron rod with'KHA' cap sol for comer; "-South 00'40'51" West, a distance of 1175.58 feat to a 91B -Inch Iron rod with "KW cap set for the beginning of h curve to the right;" •Souihwoclady, wioi the curvo to the riphL Lhramgh a control nngtrr of 45'01'68'. Ilaving a solus of 321.617 fool, ants chord 49arin0 and dintanoo or Souta 23"f0'47' WtaSt, 245.01 faa4 an orcdtsunra or 257.35 real to a 5f84nch Irian rod found for tho beginning of a reverse cVrV8.tQ the IDN .•Sotithwastudy, with lieu the curvo to the loft, through a eantmi a nDio of 57'31'56". Ivsving o radius of 392.01 fool, and shone beating orad distance of South 17104'40' W 66.377.30 feet, err are dlsianoo of 393.63 foot to a 510 -Inch Iron rod found for" and orthe rurvo; South 11641'10' Eael,'a dlslanco:of 10.57 fool to u 310 -Inch Iron rod round few the north and of a comoe clip at the Intersection of trso'noM riahl•of-woy Ifro of Scriplum Street (a vadablo width public rtghl•nf•way) and the west rlgnt�of-wny'lfra of Bonnto Bnao Strutt; THENCE with Iho eomor clip, 5bulh 39'33'50' West, a dlslanoo of 11.48 (eel to a 918 inch bon rod found for the south and or the comer dip: Pago2of6 THENCE with lho narlh rlghi-of•way line of Scrlpturo Sftol, rNwIh M-50'00' West, a dislaneo of 1265.16 feel to a 510 -inch tion rod found In the south lino of tiro 2#6.M aero trod; THENCE leaving the north rlpht•of•woy line of Scriplum Siroel, lite fallotiing cows" and distances Iow{I.- -North 01'02'00' East, a dlslonce at 500.06-rast to a 51Mnch Iron rod round for ocmer, –North 00'50`00' Wost, a diolonce of 701,56 Peat to a 54lrxh trdn rocs found for darner, –Sauilr 01'02"00' West, o.drstonr,,c of 500.06 feaC to a Wil -Incl; iron rod found In the tWh ngN-or.way line of SutAivre Street, THENCE with the north rtghl•ol-way line of Scrlpluro Street, the following courses and distances to wit: –North 88'56'00" Wast. a dlslanua of 31IIA 4 fool to a 518 -Irma Imnn rod.W h "KHA' cap sat for comer, –North 08'4''26' Wast, a distance of 41 „73 fuel to a W8.1nrdi Iron raid found In lite norlhaaslarly right-of•way liner lntomtalo Hiblavrey No. 35 Is v lloblo width pubilc r(ghtw-way} am tho north rl0hl•of.wiy line or Sctipturo $1100 1 tot the molt southerly sauthvrost cocraor of the 260.13365 acro (nett; THENCE with the norUaeoil orly. right-oGwoy line Inleretow Highway No. 35; ble folloMrig courses and distances to w1L' –North 15'50'30' West, o distance of 38.32.feot to a 510 -Inch Iron rod wlth'KW ©p sal ter cornier --North 16.24'00' Wesl, a distance -of 3494.30 fool to u 6IWc t Iron rod found for comer, –North 14.50'06" East, a distance of 171.01 foot to u 3•Inrh brass disk In concrala7oimd for Comer, –North 46'04'12' East, a distance of 303.05 feet to a 54 -Inch lion rod found for comer, –North 60'3232' East, a distance of 114.224eol to a 5flllneh Iron rod found for comer, =North 00'50'25' East, a dislnnco.ol 13.09 fact to a eenerele monument found In the tiauth rigl4or-way Una of West 6AIV6WIy Drive;, THENCE leaving the northeasterly tight -of -way line Interstate Highway No, 35 %ilh the south dDhlofwray Una of Woal Unlvenrlty Drive, the fotlaw!ng coursas and dlslanoes lowlt: –South 00'56'20' East, a dlslonce of 2440.00 fool to 0 516 -Inch iron rod with'KHA' cap set for comer. 10, –South 0WOi'07' East, a distance of 117,72 tool to the POINT OF BEGINNING and containing 25e.01 19 acroo of land. I ' bearing System based upon Torus Stoto Plane Coordinote Sys tam, using monumonts R0010101) AND R0510060. "This document was prepared undar 22 TAC §063.21, does not relloct tho rosvlm of a.n ort ft Umvnd survoy,. and is not to bo used to convoy or a3teblisfa IntemAs In ruai proparly except Uvas+o r 0hts and inlaror s Implled er established by the cronflon of rvccnngurnfian or lho boundary of the political subbdMrJan for vAalch.11'wos proparod. page 4afs PART ON& '153.37 ACR S FRANCISBATSOYSURW, AB CrMO 43 CITY OP DENTON, DENTON COUNTY, TEXAS ila'GaannNG � Ey V IIjyI} PARI a '1 9 153.J7 ACRESq � t<r.�rfim sur g CAUM aim resrr hurt V t�r� ts.rwY i Etl, is MRSl+9.if Dd . iR1k�K1 ` f uYiSAi yk GCk �E'J7 Ulf ;. 3raAaM! r6Y!a' �tixF'kiYl�rdUFir iSYw ♦ KiJnRR . - - IFiS1LC FneY N1R+, i k riPT. 3d• "S 7"�. 'IIFnayw��aii� 8�rs! g� ,.. k a Sod i.. Rf.3B.l1dAd.S I - � gist ir�a rrr�er n p e ea ee'aaxv miss kwl nsrur tr uv s"I+;st. arrP 71, ry .Lkgs� evv k" ,yl� finch 500 IL i ` ( �c � Pago Sof a Y� 4tar'in � IF PART TWO,•256,•91 ACRES B.B.B. & C.R-)Z COMPAXYSURV V; AVSTRA•7'MO, 102 CITY OF DF TON, OldT N COCA rY,, TEXAS - - euua rn+rss aartr R actswieuu`e pAi — (� LwQWM OW cQ Jn°y a seiv ry r PO HT 019 Wo . 1 �¢ t t; 1\codad\depanments\1ega1\our docuin ents\ord inances\ i oVed-al leg lance 380 amendment.docx ORDINANCE No. 2010-210 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW, L.P.,WHICH WAS DULY ASSIGNED, IN PART, TO RED RAYZOR RANCH, LLC; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS: "SliCTION 1. The City Manager, or his designee, is hereby authorized to execute an Amendment to Economic Development Program Grant Agreement (the "Amendment), in substantially the form of the Amendment which is attached hereto and made a part of this ordinance for all purposes. Sl'CTION 2. The City Manager, or his designee, is authorized to exercise the City of Dentorfs rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day o 46-4r4�—, 2010. - --------- �/x 4MART,�',' 'IBUR dal -f- , A MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:- APPI )VED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY le J BY: STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIr LWI L.P, THIS FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITUALLEGIANCE 1111,LVIEW, L.P. (this "Amendment") i,ii,adeaiide,iiterediiitoasoftlie$ kday of Septeniber, 2010, but effective as of July 30, 2010, by and among ALLEGIANCE BILLVIEW, L.P., a New York limited partnership ("Grantee'), DB DENTON 11 LLC, a Delaware limited liability company ("AqIce"),and the CITY OF DENTON, TEXAS, a Texas municipal corporation (the "Qijy"), is based upon the following: A. On June 15, 2010, Grantee and the City entered into a certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (the "A& �enWVIIV'). B. Pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of July 30, 2010, between Grantee and Assignee, a fully executed copy of which is attached to and made a part of this Agreement as Exhibit A (the "As5,19nmont and Agig�W111ij)LI Ag "), Grantee assigned to Assignee, and Assignee accepted from Grantee, all of Grantee's right, title and interest in and to the following arising under the Agreement: (i) all obligations of Grantee with respect to Phase 11 (as defused in the Agreement) as set forth in the Agreement, including, but not limited to, those obligations set forth in Section 6 of the Agreement which are now the sole obligation of Assignee, (ii) the Program Grant for Phase Il (as defined in the Agreement) and (iii) the rights of "Grantee" to payments of the Program Grant for Phase I (as defined in the Agreement) monthly installment payments pursuant to, in accordance with and subject to the terms of the last sentence of the first paragraph of Section 5.1 of the Agreement after Grantee has received Twenty Million and no/100ths Dollars ($20,000,000,00) in such payments, provided, that the Phase 11 monthly installment payments have been initiated (collectively, the "Phase 11 RigLits app Obligations"). In connection therewith and as set forth in — gqoas , the Assignment and Assumption Agreement, Assignee agreed to (1) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations, and (2) timely perform all of the Phase 11 Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement, C. Pursuant to Section 17 of the Agreement, Grantee has the right to be fully and completely released from all of the Phase 11 Rights and Obligations as a result of such assignment and Assignee's agreement to (i) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations and (ii) timely perform all of the Phase Il Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement. D. Grantee and the City desire to amend the Agreement to effectuate the release of Grantee from the Phase II Rights and Obligations as set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantee, Assignee and the City agree as follows; 1. Grantee and Assignee represent and warrant to the City that the Assignment and Assumption Agreement has been fully executed and is in full force and effect. 2. Assignee hereby agrees to (i) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations, and (ii) timely perform all of the Phase 11 Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement. 3. Grantee is hereby fully and completely released from all of the Phase II Rights and Obligations; provided, however, that Grantee is not released from any obligations or liabilities of Grantee to the City under the Agreement for Phase 1 (as defined in the Agreement). Grantee is not released from any obligations or liabilities of Grantee to the City under the Agreement for Phase II based solely upon acts or events which occurred prior to the date of the Assignment and Assumption Agreement. 4. To the extent of any inconsistency between the terms and provisions of this Amendment and the Agreement, the terms and provisions of this Amendment will control. Except as amended by this Amendment, all of the terms, covenants and conditions of the Agreement are in full force and effect and the Agreement is hereby ratified and confirmed. 5. This Amendment will be binding upon and will inure to the benefit of the parties to this Amendment and their respective successors and permitted assigns. 6. This 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 one and the same instrument binding on Grantee, Assignee and the City. Delivery by facsimile or electronic mail of this Amendment or an executed counterpart hereof will be deemed a good and valid execution and delivery hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE S APPEAR ON NEXT PAGE.] Grantee, Assignee and the City have executed this First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. on the day and year first above written, GRANTEE: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC (d/b/a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company Its: General Parun tr TA By: Name: Its: ACKNOWLEDGMENT STATE OF COUNTY OF Ai!41-, A4 a4t4,, This instrument was ACKNOWLEDGED before me on Qt4 IV Sb 2010, by AS�h . the e -0_ 0 — (if TH GP LLC (d/b/a TH Denton GP LLC, in the State �i`Texas), —aDelaw'are limited liability company, the general Paling]- of Allegiance Hillview, L,P,, a New York limited partnership, on behalf of such limited w -t �r, tip, to Public .7-11.1'.... --- Printed Name of Notary Public [SEAL) Mycomg1iss/A iExpifes* I OAKLAND.) 866310.4 THOMAS SANTORA Notary Public, State of New York No. OISA6191079 Qualified in New York County Commission Expires Aug. 4, 2012 [SIGNATURE PAGE TO FIRST AMENDI\IENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.] ASSIGNEE: 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 Its: Managing Member By:01�11.�! '`' Michael Ebert Its: Manager ACKNOWLEDGMENT STATE Cil: •• ) COUNTY OF ljjjj�� This instrument was ACKNOWLEDGED before me on _ZQf , 2010, by Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited 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. t, RAMONA ZAPUSIAS �axw Nokas ry Ptl blic, StHte 01 Arltor�,# > maricops coasnly ' My commClgl0i5 Ex February 03, 201135 [SEAL] My Commission Expires: 'd -a�f 0 _ OAKLAND.) 866310A 4 Notary Public Printed Name of Notary Public [SIGNATURE PAGE TO FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT CITY OF DENTO ' TE "A181 - George anipbell, City Manager STATE OF TEXAS COUNTY OF DENTON 0 This instrument was ACKNOWLEDGED before me on6V.6- 2010, by 444 George C. Campbell, City Manager of the City of Denton, Texas, on behalf of the City of Denton, Texas, Notary Public Printed N e of Notary Public [SEAL] My Conumission Expires: _�We__ "JIM" JENNIFER K. WALTEiS Notary Pubtic, State or Texas I jz my coirmission rom I., �" p December 19, 2010 '4 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ISA-11HIN Assignment and Assumption Agreement [See attached.] ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Ast�lnartc�st"), is entered into as of July 60, 2010 by and between Allegiance Hillview, L.P., a New York limited partnership ("Assi nor"), and DB Denton H LLC, a Delaware limited liability company ("A si rr "). Assignor and Assignee are referred to herein individually as a "Party" and collectively, as the "Parties". WHEREAS, Assignor has agreed to assign and transfer to Assignee all of Assignor's right, title and interest in and to the following arising under that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P., dated as of June 15, 2010 (the "380380Grant"), by and between Assignor and the City of Denton, Texas, a Texas municipal corporation (collectively, the "Rhas 1l Ri ht, a (a) all obligations of Assignor with respect to Phase II as defined and set forth in the 380 Grant, including, but not limited to, those obligations set forth in Section 6 of the 380 Grant, which shall be the sole obligation of Assignee, (b) the Program Grant for Phase II as defined and set forth in the 380 Grant and (c) the rights of "Grantee" to payments of the Program Grant for Phase I (as defined and set forth in the 380 Grant) monthly installment payments pursuant to, in accordance with and subject to the terms of the last sentence of the first paragraph of Section 5.1 of the 380 Grant after Assignor has received Twenty Million and no/100ths ($20,000,000.00) in such payments, provided, that the Phase II monthly installment payments have been initiated; and WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor and assume, all of the Phase H Rights and Obligations upon the terms and conditions set forth in this Assignment and the 380 Grant. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignor hereby conveys, transfers and assigns to Assignee all of the right, title and interest of Assignor in and to the Phase II Rights and Obligations. 2. Assignee hereby accepts the assignment, transfer and conveyance of all the right, title and interest of Assignor in and to the Phase II Rights and Obligations, and Assignee assumes, undertakes and agrees to (a) be bound by the terms and conditions of the 380 Grant as it relates to the Phase 11 Rights and Obligations, and (b) timely perform all of the Phase II Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the 380 Grant. 3. Assignor shall indemnify, defend, and hold Assignee harmless from and against any and all claims, judgments, liabilities, damages, injuries, losses, costs, and expenses whatsoever (including reasonable attorneys' fees and disbursements) which Assignee may incur, or which may be claimed against Assignee, by reason of (a) any breach or alleged breach of any of the Phase II Rights and Obligations occurring prior to the date hereof, and/or (b) any obligation owed by, or any liability incurred by, Assignor with respect to any of the Phase II Rights and Obligations accruing, or arising out of actions which occur, prior to the date hereof. Assignee shall indemnify, defend, and hold Assignor harmless from and against any and all claims, judgments, liabilities, damages, injuries, losses, costs, and expenses whatsoever (including reasonable attorneys' fees and disbursements) which Assignor may incur, or which may be claimed against Assignor, by reason of (i) any breach or alleged breach of any of the Phase 1I Rights and Obligations occurring from and after the date hereof, and/or (ii) any obligation owed by, or any liability incurred by, Assignee with respect to any of the Phase H Rights and Obligations accruing, or arising out of actions which occur, from and after the date hereof. OAKLAND. 1868952 7 4. Nothing in this Assignment, express or implied, is intended or will be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties at law or in equity, 5. Nothing in this Assignment, express or implied, is intended or will be construed to confer upon, or give to, any person, other than Assignor and Assignee, any rights, remedies, obligations or liabilities. 6. This Assignment inures to the benefit of and is binding upon Assignor and Assignee and their respective successors and assigns. From and after the date of this Assignment, (a) Assignor agrees that Assignor- will not modify or amend, nor take any action to modify or amend, the 380 Grant with respect to any of the Phase II Rights and Obligations and (b) Assignee agrees that Assignee will not modify or amend, nor take any action to modify or amend, the 380 Grant with respect to Phase I (as defined and set forth in the 380 Grant) or the Program Grant for Phase I (as defined and set forth in the 380 Grant), 7. Assignor and Assignee hereby agree to execute any additional documents or instruments as the other may reasonably request to carry out or give effect to this Assignment. In such regard, Assignor and Assignee acknowledge and agree that as soon as reasonably practicable after the date of this Assignment they will submit to the City of Denton, Texas (the "gLty") a signed original First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. in form and content attached to and made a part of this Assignment as Exhibit A (the "t' rnn n ent") in order to have Assignor released from all of the Phase 11 Rights and Obligations under the 380 Grant pursuant to the terms of Section 17 of the 380 Grant. Assignor and Assignee will each use their commercially reasonable efforts to have the City execute the Amendment as soon as reasonably practicable after the date of this Assignment. 8. This Assignment may be. executed in one or more counterparts, each of which will be deemed to be an original, but all of which together shall constitute one and the same instrument. 9. A signature to this Assignment delivered by telecopy or other electronic means will be deemed valid and as effective as delivery in person. 10. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON NEXT PAGE.] OAKLAND.) 868952.7 2 Each of the Parties has caused this Assignment and Assumption Agreement to be duly executed and delivered by its duly authorized representative as of the date first written above. ASSIGNOR: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC (d/b/a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company Its: General Partner By: _ Name: Its: OPERATING OFF [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND BETWEEN ALLEGIANCE IHLLVIEW, L.P. AND DB DENTON II LLC] ASSIGNEE: 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 Its: Managing Member By:. _. Michael Ebert Its: Manager ( W 0199362.DOC; ) OAKLAND. 1868952.7 -2- 1 all m ORDINANCE NO. 2014-143 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A SECOND AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Second Amendment to Economic Development Program Grant Agreement (the "Second Amendment"), 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, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 1 2014. i MARK A. BIJRR t tYi YOR ATTEST: JENNIFER WALTERS, CITY SECRETARY B APPROVED AS TO LEGAL FORM ANITA BI�JRGESS, CITY ATTORNEY BY: STATE OF TEXAS COUNTY OF DENTON SECOND AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT ?rREEMENT WITH ALLEGIANCE NIL T VIEW L.P, This Second Amendment to Economic Developnlem Program Grant Agreement � ith hllt:t7 as7cc 1I.il9vicw, L.P. (this "Second Amesl lil3crrt") is treads and entered into as of tlte,' la of 2014, by Allegiance Hillview, L.P., a New York limited partnership Qr4!;jtq;e"), DB Deaton 11 LLC, a Delaware limited liability company ("A_ s g"), and the City of Denton, Texas, a Texas municipal corporation (the "City"), 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 "Agreement") 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 Improvements, 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 11 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; a. I:hR ble lin;Imo_vements and Eligible Cosh. The term "Eligible 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 11 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 11 and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase 1I. b. &,jc td ed Infrastructure for Phase; _ 11. The term "Required Infrastructure for Phase II" is revised in its entirety as follows: 1R uirede.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 I1 or the Additional Retail Improvements in Phase II, as applicable [ including but not limited to the portion of Heritage Trail located within Phase I1). C. Substantial CornWetion. The term "Substantial Completion" is revised in its entirety as follows ►z "S,gbstantial Ca plea " means: (i) with respect to the Retail Improvements in Phase 1, 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 Improvements or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Initial Retail Improvements in Phase 11, 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 Improvements in Phase II, when such Required Infrastructure for Phase I1 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 11, when final certificates of occupancy have been issued for the Additional Retail Improvements in Phase II; (vi) with respect to the Required Infrastructure for Phase 11 for the Additional Retail Improvements in Phase 1I, 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 Improvements in Phase II. d. 1'►mph►•arm Qrgint for Phase 11'. The reference to "240 consecutive monthly payments" in the definition of "Program Grant for Phase 11" is amended to be "300 consecutive monthly payments". 2. ApMpycd Eligible Costs. The categories and costs for Eligible Improvements will be reviewed by the City's Engineering, Real Estate, and Economic 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 $40,076,820 as approved July 12, 2010, by letter from Linda Ratliff, Director Economic 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 I1, 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 1 or Phase II, regardless of whether such sales are retail sales occurring at a business located in Phase I or Phase 1I. 4. Retail Improvements in Phase 11. The term "Retail Improvements in Phase 11" is defined to include the following "Initial" and "Additional" improvements; a. "initial l�e%aiil I'm'provements in Phase 11" 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. "Addition --,d Rel tail Improvements in Phase II" 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 11, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase IT, and which, in any case, are not included in the Initial Improvements in Phase II. I!MMITI grant for111i"c 11. a. Section 3.2 of the Agreement is revised in its entirety to read as follows; "Program Gran( t i, Ivehe eseThis 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 Improvements in Phase I1 (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 making Program Grant for Phase II monthly installment payments on the designated Program Effective Date for Phase Il 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 It Costs, or (ii) 300 months after the Program 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; .1111 Grant for Ph asc 11, For each month during the term of the Program Grant for Phase )d, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant f'or 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 It 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 terminate 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 lI has not occurred on or before January 1, 201 S." C. The first paragraph of Section 5.2 of the Agreement is revised in its entirety to read as follows: "Prograin Grant for Phase 11, Program Grant for Phase II monthly installment payments during the term of the Program Grant for Phase lI 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 installment 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 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)." 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, 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 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 CREDIT AS PROVIDED BY SECTION 6.3 HEREOF, (iii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE II UNLESS (1) SUBSTANTIAL COMPLETION OF THE INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2018, AS PROVIDED IN SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR THE INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2018, 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 (N) 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," 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 affiliate 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. Auditi . 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. 1lubl c Imr. rovernent District F ininciq of Eli ,i iL( _IgXj- -o erLients. 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. Co'nt cts, Ef ,ect of�Second Amendment. To the extent of any inconsistency between the terms and provisions of this Second Amendment and the Agreement and the First Amendment, the terms 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 1, 2018. 11. Midi r l:ffcct. 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 one 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. 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 ndrow.. .a]'1ipa Title: Authorized Sinn�a,tfn;„ ACKNOWLEDGMENT STATE OF COUNTY O l Itis instIlInI it was ACKNOWLEDGED before me on _.r., ti by � �C ilick WI i ' �I TH GP LLC (d/b/a TH I a C, l' L1_..:, in the State of Texas), a Delaware limited liability cc n luny, the general partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of"imitedartnership. otary Public Printed Name of Notary Public [SEAL] _ � My Commission Expires:'"'_ ., '� NEAtttER N. iAAIiN t'ubt9c, 5t8t� of Texas .� tinterY My COMMIGS 011 EXPIIr s ,& M1'ry�onp June 06. 2016 _ 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 Its: Managing Member B : V—Q-- Michael Ebert Its: Manager ACKNOWLEDGMENT STATE OF COUNTY OF �CLW14j.s�_.. This instrument was ACKNOWLEDGED before nic on ! ley Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limiter] 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, , tt�r RAMONA ZAPUS]Arizonki Notary Pubiic.State ofMerrcopeCounMy Commission ExFebruary 03, 2 S1�l� r My Commission Expires: 2, -:75 - t --A Notary Public Printed Name of Notary Public CITY OF .1)L,-N'V0 -T-1 �` ti Campbell, City Mana G STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was ACKNOWLEDGED before me on _A& v /5_y„20/ , by -1�1�st°%; ,.-I cp t°trtttgl �; 1� of the City o1' 1)et1tcati, Texas, on behalf of the City- of Denton, Texas. cs- << JANE € RICHAPDSO t Notary Public 1�tti�1 P akil lr�t, cit 1c:xas f my C;C�lnrFiYalon EXPITal; MI/ G Cry .� �^ �i� a June 2712017 Printed Name of Notary Public My Commission Expires: Exhibit A Table A-1 Categories of Eligible Improvements Estimated Costs Hwy 380 Improvements $6,133,150 Site drainage $4,720,750 Regional drainage improvements $2,696,750 Internal commercial roads, including water, sewer, streetscapes, plazas, and amenities $20,004,064 Scripture Road improvements $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 1-35 access roads and ramps $3,000,000 Additional Interest Table during construction on non-residential development after 1/1/15 $5,000,000 SUBTOTAL 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(les) in Table A-1 or Table A-2 above and so long as the TOTAL of $68,000,000 is not exceeded. • July 12, 2010 Allegiance Hillview, L.P. 1345 Avenue of the Americas - 46th Floor New York, New York 10105 Attention: Constantine Dakolias, President 215 E. McKinney Denton, Texas 76201 (940) 349-7776 phone (940) 349-8596 fax Economic Development Department Re: Rayzor Ranch Chapter 380 Agreement — Eligible Costs Approval Dear Andy: I am in receipt of your Request #1 detailing eligible costs incurred to date for the Rayzor Ranch proJdct. Request #1 reflects a subtotal of $24,146,498 for Phase I (north of Hwy 380) and $15,930,322 for Phase II (south of Hwy 380), for a • combined total of $ 40,076,820. The categories and costs have been reviewed by our Engfneering, Ro i Estate and Economic Development staff and have been approved as Eligible Costs per the Chapter 380 Agreement dated June 15, 2010. 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 Osborne, Allegiance Hillview, L.P. 9 n r, 4 K 0111 I 1 .11111, 1 63 I -IT F n 0111 I 1 .11111, 1 63 I s � �lri%�g! •y���.fifla� �yt��gBQ6� 3 ``�`r` g ,Y�«t�� JJ�a��9�E'_ � c ;^ i�a`! !I � f �yK�rp i i �k a� y�&R�e step mres�a�$§U� r � ! �' it �! a > 4 � � �. 'B 3 n z .� •1 .a k " . � Y G: � .Y 0 L'I s � �lri%�g! •y���.fifla� �yt��gBQ6� 3 ``�`r` g ,Y�«t�� JJ�a��9�E'_ 3c` iI�•� a,aZ ;^ i�a`! !I � f �yK�rp i 0 L'I Olegakour documents\ordinances\15\red third aniendment.doex ORDINANCE r10. 2015-331 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A THIRD AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW; AND PROVIDING AN EFFECTIVE DATE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Third Amendment to Economic Development Program Grant Agreement (the "Third Amendment"), in substantially the form of the Third Amendment which is attached hereto and made a part of this ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the T /O day of f?02015. CHRIS WATTS, MOOR V ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: - APP , :LVED A' l'O LEGAL FORM: ANI' A BURGESS, CITY ATTORNEY BY: sMegahour documents\contracts\I Mthird amendment to red agrcement.docx STATE OF TEXAS § COUNTY OF DENTON § I'111R1:� AMENDMENT TO ECONOMIC` Dl;Vlrl.,Ol'M1 N'I` PROGRAM GlI ANT Af T? W PKAVNIT \X/TI'T-I AT T EGrnAl�IF"."r.]it T \Ill \x1 1 la Y k F ILL 3l kl deal T I . 1 �1 1 a This Third Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (this "Third Amendment") is made and entered into as of the _/0 _ day of na alrr� _ _ , 2015, by Allegiance Hillview, L.P,, a New York limited partnership ("ClLntee"), DB Denton 1I LLC, a Delaware limited liability company (".!'ass_ . n c"), and the City of Denton, Texas, a Texas municipal corporation (the "City"), 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 "Agreement"); 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, on May 13, 2014, Grantee, Assignee, and the City entered into that certain Second Amendment to Economic Development Program Grant Agreement (the "Second Amendment") to expand the categories of Eligible Improvements, to increase the total cost of the Eligible Improvements, to approve 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 Il; and WHEREAS, Grantee and Allegiance GL LLC, a Delaware limited liability company ("r t egianc "), entered into that certain Assignment and Assumption Agreement dated as of April 1, 2015, pursuant to which Grantee assigned to Allegiance the Phase I Rights and Obligations of Grantee under the Agreement; and WHEREAS, the Parties desire to further amend the Agreement to facilitate the development of a Hotel and Convention Center in 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. 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 sAlegal\our dOC"menMeontracts\15\third amendment to red ngreemcnt.doex receives sales tax with a point of sale in Phase I or Phase Il, 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'), and excluding all sales occurring at the Hotel and Convention Center Project developed by O'Reilly Hotel Partners Denton, or its successors and assigns, as depicted in Exhibit A. 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 11. b. Initial Retail Improvements in Phase 11. The term "Initial Retail Improvements in Phase II" is revised in its entirety to read as follows: "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 (i) the Town Center (as described by the zoning applicable to the Property, (ii) the ground floor of the hotel and the convention center space that is part of or planned to be part of the Hotel and Convention Center Project whether or not the Hotel and Convention Center Project has a certificate of occupancy by January 1, 2018; and (iii) other retail or commercial shopping center buildings located in Phase I1" 2. Pro ararn Orant For Phase 11. a. Section 3.2 of the Agreement is revised in its entirety to read as follows: "Progra Grant for Phase It. 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 Improvements in Phase 1I (but not later than January 1, 2018), Assignee may designate the first day of any month to be the Program Effective Date for Phase I1 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 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 Program Effective Date for Phase II regardless of whether Assignee has been paid the full amount of the Eligible Phase II Costs. Additional Pro rate Q ant for hotel and Convention Center Project, as depicted in 1 xhibit A. The City will begin making Additional Program Grant for Hotel and Convention Center Project monthly installment payments commencing the first month following receipt of the certificate of occupancy of the Hotel and Convention Center Project and following commencement of Phase II Grant Payments, and paid monthly until Assignee has received $5,000,000 as consideration for lost revenue in Phase II as a result of the Hotel and Convention Center Project. Page 2 Olegakour documents\eonIracts\15Uhird amendment to red agree men t.docx b, The first paragraph of Section 5.2 of the Agreement is revised in its entirety to read as follows: " Pfd z' t Grat .for Phase 11, Program Grant for Phase II monthly installment payments during the term cf the Program 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 installment 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 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). Additional onal Prograq Grp\nt. for I Iotel and Convention tenter Protect, Program Grant for Hotel and Convention Center Project shall be calculated as 15% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase I and 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 the Hotel and Convention Center Project monthly installment payments. Payments of the Program Grant for the Hotel and Convention Center Project will be made monthly until Assignee has received $5,000,000 as consideration for lost revenue in Phase II as a result of the Hotel and Convention Center Project, Confligts L�f ct of Third Amendment, To the extent of any inconsistency between the terms and provisions of this Third Amendment and the Agreement, the First Amendment and the Second Amendment, the terms and provisions of this Third Amendment will control. Except as amended by this Third Amendment, all of the terms, covenants and conditions of the Agreement, the First Amendment, and the Second Amendment are in full force and effect and the Agreement, First Amendment, and Second Amendment are hereby ratified and confirmed. 4. i uidin ffect. This Third Amendment will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns. 5. Counterparts. This Third 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 one and the same instrument binding on the Parties. Delivery by facsimile or electronic mail of this Third Amendment or an executed counterpart hereof will be deemed a good and valid execution and delivery hereof. Page 3 s:%Icgal\our docu mentskon tracts\ I Mthird amendment to red agreentent.docx WM CITY OF DENTON, DENTON, TEXAS A TEXAS MIUNI(�.�'',. k CORPORATION MPBr,lii:'[, CITY MANAGER '. ATTEST: J[,,NjW1`T'1WALTERS,pp, SECRETARY BY: APP) WI D 1ATO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: GRANTEE ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC (d/b/a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company Its: General Partner By: Name: 11s: ----At0vdied- ,,fqTm Page 4 Olcgahour doeumentslcontractsl Wilyd amendment to red agreement.docx ACKNOWLEDGMENT STATE OF' _ § COUNTY 01 § This instrLinient wars ACK NOWH, 'I) i1.:1.) before me o4c � _ ', by 7f , the r) IiP LLC (d/b/a TH Denton GP LLC, in the State of �exas), a Delaware limited liability company, the general partner of Allegiance Hillview, L.P., a New York smite artners t , on behalf if of s cI I' sited partnership. +r'r' HEATHER N. MARTIN t �`A Idolary psstsiEc Suire of Texas My r7�rrt[^;sion Expires otary t s�Public June 06, 2016 Printed Name of Notary Public [SEAL] My Commission Expires: ASSIGNEE 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 M Its: Managing Member By: Michael Ebert Its: Manager sAlegakcur dmiments\con tracts\ 1 5\third amendment to red agreenicnt.dot;x STATE OF § COUNTY 01'1'4----"U'4'��36'- This instrument was ACKNOWLEDGED before me on C 25' A.)Cjtq by Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited 11ability company, the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the sole member of DB Denton 11 LLC, a Delaware limited liability company, on behalf of such limited liability company, RAMONA ZAIIUSTAS My Commission Expires: Notary 1-..�....c Printed Name of Notary Public ACKNOWLEDGMENT This instrument was ACKNOWLEDGED before me on'o j-)JJ)L& George C. Campbell, the City Manager of the City of Denton, 1'exas, on bvht-df of the City of Denton, Texas. JENNIFER V. WAITERS Nolory PublIc. Slate of Texas Notary Public My Commission Expites 2 1? .......... . Oecembet 19, 2018• Printed Name of Notary Public [SEAL] My Commission Expires: olmb S 01M. oftAtizoni Notary Public ,:Talcu,,n t,' y My Commis Siia Expires rebalwy 03, 2017 [SEAL] My Commission Expires: Notary 1-..�....c Printed Name of Notary Public ACKNOWLEDGMENT This instrument was ACKNOWLEDGED before me on'o j-)JJ)L& George C. Campbell, the City Manager of the City of Denton, 1'exas, on bvht-df of the City of Denton, Texas. JENNIFER V. WAITERS Nolory PublIc. Slate of Texas Notary Public My Commission Expites 2 1? .......... . Oecembet 19, 2018• Printed Name of Notary Public [SEAL] My Commission Expires: olmb S 01M. METES AND BOUNDS DESCRIPTION Convention Center Tract BEING a 11,951 acre tract situated In the B. B. B dt C. R. R, Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hlllvlew, L.P. recorded In Document Number 2006-41743, Deed Records of Denton County, Texas and a portion of the tract of land described In the deed to DB Denton II, LLC recorded In Document Number 2010-74478, Deed Records of Denton County, Texas said 11.951 acre tract of land being more particularly described as follows; COMMENCING at a point In the easterly rlght—of—way line of Interstate Highway 35 (a variable width right—of—way) for the southwesterly corner of the tract of land described in the deed to DB Denton II, LLC recorded In Document Number 2010-74478, Deed Records of Denton County, Texas; THENCE with the southerly line of sold DS Denton II, LLC tract the following! North 73' 36' 21" East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73' 36' 21" East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along sold curve through a central angle of 12' 18' 37" an arc distance of 104,21 feet with a chord bearing of North 79' 45' 39" East and a chord distance of 104,00 feet to the POINT OF BEGINNING; THENCE deporting the southerly line of sold DB Denton II, LLC tract North 16' 23' 26" West a distance of 217.87 feet to a point; THENCE North 73' 13' 43" East a distance of 364.79 feet to a point; THENCE North 00' 56' 56" East a distance of 69,07 feet to a point; THENCE South 89' 03' 00" East a distance of 384.45 feet to the beginning of a non—tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along sold curve through a central angle of 90' 00' 04" on arc distance of 60.08 feet with a chord bearing of South 44' 03' 05" East and a chord distance of 54.09 feet to the end of said curve; THENCE South 00' 56' 58" West at a distance of 362.89 feet passing the southerly line of said DB Denton II, LLC tract In all a total distance of 688,23 feet to a point; THENCE South 73' 33' 31 " West a distance of 572.34 feet to a point; THENCE North 16' 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 11.951 acres (520,592 square feet) of land. EXHIBIT 'A' B000056.004 A drawing of even date accompanies this metes and bounds description. OCTOBER 28, 2015 590 Salley Avenue . Wte 400 . Fort Worth, Texas 76107 Tel:817.335.1121 • F=c 817".7437 FIRM REGISTRATION 10018100 PAGE 1 OF 7 CONVENTION CENTER TRACT B.B.B. & C,R.R, SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Curve Table Curve I Central Arc Chord Bearing Number I Angle Radius Length and Distance i | ' 2010 1'kPlAY7OR 0 TOWN CENTERTj��41 rj:N'I'ff� DOCUMENT NUMBERN73'36'21"E CO k 13121.73' :A 01% POINT OF TOWN CtNTERDOCUMENT NUMBERS1 7'11 G'37"E BEGINNING i0i 5-1 SO A metes and bounds description of even date accompanies this drawing, 151�1 ll� em Suite «m^Fort Worth. Texas 76107 Tel: 817.335.1121 ' Fax: mrua5,nor FIRM REGISTRATION 10098100 , ` ' 11.951 ACRES �. SQUARE FEET `. ` / ^ ^ ALLEGIANCE H|L0��I—P. TRACT ONE� NUMBER 2006— 41743 L.P.DOCUMENT �"�v` ALLEGIANCE H|LLNEV� �— �' TRACT ONE DOCUMENT NUMBER ' 2onh-4174J BLOCK 1 � PAYZ0R RANCH SOUTH n um CAB|NEY Y. SUoc 470 onxLs r�/ EXHIBIT'A' _ r �uo' CONVENTION CENTER TRACT B.B.H. & C.R.R. SURVEY ABSTRACT NO. 19Z CITY OFDENTON METES AND BOUNDS DESCRIPTION Convention Center — DB Denton Il, LLC Tract BEING a 6.159 acre tract situated In the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described In the deed to DB Denton II, LLC recorded In Document Number 2010-74478, Deed Records of Denton County, Texas, also being situated In Lot 10, Block A, Rayzor Ranch Town Center, an addition to the City of Denton according to the plat recorded in Document Number 2015-180, Plat Records of Denton County, Texas, said 6.159 acre tract of land being more particularly described as follows; COMMENCING at a point In the easterly right—of—way line of Interstate Highway 35 (a variable width ridht—of—way) for the southwesterly corner of sold DB Denton II, LLC tract; THENCE with the southerly line of sold DB Denton II, LLC tract the following! North 73' 36' 21" East a distance of 121.73 feet to a point; 9oUth 17' 16' 37" East d dletbhce of 15,00 feet to a point; North 7S' 36' 21" East a distance of 99.88 feet to the polht of curvature of a curve to the right having d rddlue of 485.00 feet) Northeasterly along sold curve through a central angle of 12' 18' 37" an arc distance of 104.21 feet with a chord bearing of North i9' 45' 39" Edst and .d chord dlstahce of 104.00 fdot to the POINT or BEGINNING; THENCE departing the southerly line of sold DB Denton II, LLC tract North 16' 23' 26" West o distance of 217.87 feet to a point; THENCE North 73' 13' 43" East a distance of 364,79 feet to a point; THENCE North 00' 56' 56" East a distance of 69.07 feet to a point; THENCE South 89' 03' 00" East a distance of 384.45 feet to the beginning of a non—tangent curve to the right having a radius of 38,25 feet; THENCE Southeasterly along sold curve through a central angle of 90' 00' 04" an arc distance of 60.08 feet with a chord bearing of South 44' 03' 05" East and a chord distance of 54.09 feet to the end of sold curve; THENCE South 00' 56' 58" West a distance of 362.89 feet to a point In the southerly line of sold DB Denton II LLC tract; THENCE with the southerly line of said DB Denton II LLC tract the following: South 77' 47' 38" West a distance of 36,00 feet to the point of curvature of a curve to the right having a radius of 1,015.00 feet; continued next page... A A B000056.001 A drawing of even date accompanies this metes and bounds description. OCTOBER 28, 2015 550 Bailey Avenue . sute 400 . fort worth, TWros 76107 Tel: 017.335.1121 • Faoc 817MS.7497 FIRM 00WRATION 10090100 PAGE 3 OF 7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R,R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Northwesterly along sold curve through a central angle of 24' 32' 43" an arc distance of 434.82 feet with a chord bearing of North 89' 56' 00" West and a chord distance of 431.51 feet to the point of tangency of said curve; North 77' 39' 38" West a distance of 102.42 feet to the point of curvature of a curve to the left having a radius of 485.00 feet; Northwesterly along sold curve through a central angle of 16' 25' 24" an arc distance of 139.02 feet with a chord bearing of North 85' 52' 20" West and o chord distance of 138.55 feet to the POINT OF BEGINNING; CONTAINING a computed area of 6.159 acres (268,287 square feet) of land. 6000056,004 A drawing of even date accompanies this metes and bounds description, OCTOBER 28., 2015 550 Salley Avenue . Sx fte 400 . Fort Worth, Texas 76107 Tel; 817.335,1121 > Fax: 817M5.7437 FIRM REGISTRATION 10098100 PAGE 4 OF 7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Curve Table Curve Central Arc Chord Bearing Number Angle Radius Length and Distance C1 12'18'37" 485,00' 104,21' i N79'45'39"E 104.00' A J 5- S, U) 8000056.004 Lf,", 10� 8i,(XK A : 7 -OWN CENTER: DOCUMENT NUMI?-,ER 2015-180 913 DEN -TON 11 LLC; A--9()'00'04"00GUMEENT NJI'11a1,F": P-38.25' L-60,081— 74478 CH-S44'03'05"E; 64.00! NI 6'23'26"W N73'36'21"E 217.1817!' 121.73' —S1 71 (3'37"E f-15,00, N7 (-OINT OF COMMENCING A metes and bounds description of even date accompanies this drawing. OCT013ER 2g, 2015 41 DENTON 0, LLQ D01-Ul"C'J'At wAmu)' RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER Br ;:016-180 6.159 ACRES (268,287 SQUARE FEET) 77'39'38"W77'39'38"W 102.42' X16'25'24" " — 5.00' L-139.02' CH-N85'52'20"W 136,55' ALLE(31ANCL HILI VIEW L.N. TRA(,T ONE POCUMENT NUMBER. . 2006-417413 ��DUNAWAY 550 ®alloy Avenue - Sulle 400 - Forl Worlh, Texas 76107 Tel: 817.335 1121 - Fox: 817 135.7437 FIRM REGISTRATION 10098 100 EXHIBIT 'A' tt�v'.01 1'1' 0.,4 41 t"�ysAi LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-18o \_S77'47'38"W A-24'32'43* 36.00' R - . 1015,00' Lto434.82' CH—N89:'56'00."W 431.51' W BLOC' "I RAY70P RANCH SOU'll-I C.AWNEY Y. .31.1DE 470 0 200' SCALE FEET 1 200' PAGE 5 OF 7 CONVENTION CENTER - DB DENTON 11, LLC TRACT 13,13,13. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS METES AND BOUNDS DESCRIPTION Convention Center — Allegiance Hillview Tract BEING a 5,792 acre tract situated In the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One In the deed to Allegiance Hillview, L,P. recorded In Document Number 2006-41743, Deed Records of Denton County, Texas, sold 5,792 acre tract of land being more particularly described as follows: COMMENCING at a point In the easterly right—of—way line of Interstate Highway 35 (a vorloble width right—of—way) for the southwesterly corner of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010-74479, Deed Records of Denton County, Texas; THENCE with the southerly line of sold DB Denton II, LLC tract the following: North 73' 36' 21" East a distance of 121,73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to o point; North 73' 36' 21" East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485,00 feet; Northeasterly along sold curve through a control angle of 12' 18' 37" an arc distance of 104,21 feet with a chord bearing of North 79' 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; Southeasterly continuing along said curve through a central angle of 16' 25' 24" an arc distance of 139.02 feet with a chord bearing of South 85' 52' 20" East and a chord distance of 138.55 feet to the point of tangency of sold curve; South 77' 39' 38" East a distance of 102.42 feet to the point of curvature of a curve to the left having a radius of 1,015,00 feet; Southeasterly along said curve through a central angle of 24' 32' 43" an are distance of 434.82 feet with a chord bearing of South 89' 56' 00" East and a chord distance of 431,51 feet to the point of tangency of said curve; North 77' 47' 38" East a distance of 36.00 feet to a point; THENCE departing the southerly line of sold DB Denton II, LLC tract South 00' 56' 58" West a distance of 325.33 feet to a point; THENCE South 73' 33' 31" West a distance of 572.34 feet to a point; THENCE North 16' 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 5,792 acres (252,305 square feet) of land. EXHIBIT 'A' 8000056.004 A drawing of even date accompanies this metes and bounds descrlptlon. OCTOBER 28, 2015 550 Salley Avenuo - "a 400 • Fort worth, Texas 76107 Tel: 817.336.1121 • Fax:817.335.7437 FIRM REGISTRATION 10098100 PAGE 6 OF 7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO, 192 CITY OF DENTON DENTON COUNTY, TEXAS S17"16'37" 115.00, POINT OF COMMENCING l Is 1 w� A-16'25'24" R-485.00' L-139.02' N7747'38 CH=S85'52'20"E 138.65' 1 36.0 A-24'32'43' 8.1015.00' L-434.82" X77 7"38 «d=S89'Si"00„E 43 _ 1.01” 702.42, {d'f 5.792 ACRES (252, 305 SQUARE FEET) ALLEGIMCE kill-VICW, L.P. TRACT ONE DOCUMFINIT NUMEIC(i 2006-•41 743 Al -1,5 EXHIBIT 'A' 8000056,004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 'ZrDUNAWAy 550 Bailey Avenue + Suile 400 • Forl Worlh. Texas 76107 Tel: 817.335.1121 • Fax: 817 335.7437 FIRlv1 REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 3 Ln to Q M V) ALLEGIANCE NILLVIE:W, L.P TRACT ONE DOCUMENT NUMBER 2006-41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 a1 0, 200' SCALE FEET 1 "= 200' 111TIMAKINN CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO, 192 CITY OF DENTON DENTON COUNTY, TEXAS Curve Table Curve Centro) ous Radius Arc Chord Bearing Number Angle Length and Distance C1 12'18'37 485.00' 104.21' N79'45'39"E 104.00' r . LqI' ib,' •.BL.00K !t DI3 DENTON 11, LLC 1O'CdJM,1 NT fiitl{Sr3LCE ( 1�AYZL7t RANCH 10Ei i447E9 i ( LtJ`1C11J Il C TOWN CENTER 13C���U�ifIIT fill1FF{1L L1c)CUM(NT NUMHLR. 11d '7,1-41 2 01:i- i BO ��- PO 1141 OF RAYZOR RA14CH TOWN CENTER BEGINNING DOCUMENT NUMBER 7.015--180 S17"16'37" 115.00, POINT OF COMMENCING l Is 1 w� A-16'25'24" R-485.00' L-139.02' N7747'38 CH=S85'52'20"E 138.65' 1 36.0 A-24'32'43' 8.1015.00' L-434.82" X77 7"38 «d=S89'Si"00„E 43 _ 1.01” 702.42, {d'f 5.792 ACRES (252, 305 SQUARE FEET) ALLEGIMCE kill-VICW, L.P. TRACT ONE DOCUMFINIT NUMEIC(i 2006-•41 743 Al -1,5 EXHIBIT 'A' 8000056,004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 'ZrDUNAWAy 550 Bailey Avenue + Suile 400 • Forl Worlh. Texas 76107 Tel: 817.335.1121 • Fax: 817 335.7437 FIRlv1 REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 3 Ln to Q M V) ALLEGIANCE NILLVIE:W, L.P TRACT ONE DOCUMENT NUMBER 2006-41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 a1 0, 200' SCALE FEET 1 "= 200' 111TIMAKINN CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO, 192 CITY OF DENTON DENTON COUNTY, TEXAS c:\users\2404017\dcsktol)\certi(icate ofcompliance docx CITY OF DENTON KE -CAU Company DB Denton ll, LLC (DB) Date: Terms of Program Grant for Phase II 1.1 Section 3.1b of the Chapter 380 Agreement requires 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 have a Certificate of Occupancy (CO) or a completed foundation approved by the Building Official by April 1, 2018. a. Did grantee complete 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase I1 that have a CO or a completed foundation approved by the Building Official by April 1, 2018? (If no, please complete 1.2). ❑ YES ❑ NO 1.2 DB states that at least 270,000 gross square feet (approximately 90% of the Initial Retail Improvements in Phase ll) of retail or commercial shopping center buildings located in Phase Il have received a CO or have completed foundations approved by the Building Official of the City on or before April 1, 2018. a. A total of m� gross square feet have received a CO in Phase II. (Please attach any documentation) b. A total of _. _ gross square feet have a completed foundation approved by the City Building Official. (Please attach any documentation) I1. Additional Covenants 2.1 Did grantee timely submit this Certificate of Compliance as required under Section 3.1b. of the Chapter 380 Agreement? ❑ YES ❑ NO 2.2 Did grantee comply with the other provisions of the Agreement? ❑ YES ❑ NO I, the authorized representative for DB hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that grantee has fully complied with the Chapter 380 Agreement including compliance with the City of Denton Code of Ordinances, Texas Department of Public Safety Regulations, and other applicable federal, state, or local law. CALIscrs\240401 Nesktop\certificate of compliance doex DB Denton 11, LLC Signature: Printed Name: Title: Date: Cerifficale of Compliance Page 2 of 2