2009-133s1our documents\ordinances\09\2nd amendment to allegiance hi Ilview.doe
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE, A SECOND AMENDMENT TO A
DEVELOPMENT AGREEMENT DATED JUNE 17, 2008, BETWEEN THE CITY OF
DENTON, TEXAS AND ALLEGIANCE HILLVIEW, L.P., AS WELL AS AN ASSOCIATED
AMENDMENT TO AN IRREVOCABLE STANDBY LETTER OF CREDIT, BOTH OF
WHICH ARE RELATED TO CONSTRUCTION OF IMPROVEMENTS ON U.S. HIGHWAY
380, IN THE VICINITY OF U.S, HIGHWAY 380, BETWEEN INTERSTATE HIGHWAY 35
AND BONNIE BRAE STREET; AND APPROVING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Second Amendment to Development Agreement for Rayzor Ranch
(U.S. 380), attached hereto as Exhibit 1 is hereby approved, as is the accompanying amendment
to the Irrevocable Standby Letter of Credit, attached hereto as Exhibit 2, and the City Manager is
hereby authorized to execute both documents on the City's behalf.
SECTION 2. This ordinance shall become effective upon passage and approval.
12
PASSED AND APPROVED this the day of~ 2009.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
Exhibit 1
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
FOR RAYZOR RANCH (U.S. 380)
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF DENTON §
THIS SECOND AMENDMENT TO THAT AGREEMENT made and entered into the
17`h day of June, 2008 ("Base Contract") by and between the City of Denton, a Texas municipal
corporation, 215 East McKinney, Denton, Texas 76201, hereinafter referred to as "City" and
Allegiance Hillview, L.P., a New York limited partnership, acting herein by and through its
general partner, TH GP LLC (d/b/a in Texas as TH Denton GP LLC), hereinafter referred to as
"Developer,"
WITNESSETH:..
SECTION 1. Section I.B. of the Base Contract is hereby amended by adding at the end
thereof the following language:
Notwithstanding the foregoing, the City may, at any time, elect to self-perform
the services which would otherwise be provided by the outside consultant, and in
such case the City shall be reimbursed by the Developer for its costs incurred in
providing such services. The City shall provide to the Developer with any request
for payment, invoices reflecting the City's reimbursable costs and administrative
expenses for which payment is requested.
SECTION 2. Section 19.A(2) of the Base Contract shall be amended by deleting the last
sentence thereof and adding the following at the end thereof:
The City shall be authorized to make draws on the Consultant Letter of Credit for
the purpose of providing payments to the Citys outside consultant pursuant to
Section LB hereof. In the event that the City elects to provide the services rather.
than use an outside consultant, the City shall also be authorized to make draws on
the Consultant Letter of Credit for the:purpose of providing payments to the City
pursuant to Section I.B. hereof. In addition, because $232,350.00 has already
been paid to the outside consultant, the amount of the Consultant Letter of Credit
shall be permitted to be reduced to $224,368.00 effective as of the date of this
Second Amendment.
SECTION 3. Save and except as amended hereby, all the remaining sections
paragraphs, sentences, clauses and phrases of the Base Contract shall remain in full force and
effect.
4276015.2
57708.1
RECEIVED
MAY 2 6 2009
CITY OF DENTON
LEGAL DEPT.
IN WITNESS WHEREOF, the C' of D "ton, Texas has caused this Second
Amendment to be executed on this the day of 5 2008.
CITY DE ON
By-
A.BURROUGHS,MAYOR
ATTEST:
JENNIFER WALTERS,
APPROVED AS TO
ANITA BURGE4
SECRETARY
ALLEGIANCE HILLVIEW, L.P.;
a New York limited partnership
By: TH GP LLC (d/b/a in Texas as
TH Denton GP LLC), a Delaware
limited liability company, its
General Partner
By:
ahar o5e~~~e
4276015.2 2
37708.1
Exhibit 2
NeLLs Fargo Bank, N.A.
Operations Group
Northern California
One Front Street, 21st Floor
San Francisco, CA 94111
RECEIVED
MAY 2 7 2009
CITY OF DENTON
LEGAL DEPT.
PAGE: 1
DATE: MAY 26, 2009
AMENDMENT TO CREDIT NO.
NZS627488
AMENDMENT NUMBER: 1
APPLICANT:
ALLEGIANCE HILLVIEW, L.P.
ATTN: ANDREW OSBORNE
5221 N. O'CONNOR BLVD., SUITE 700
IRVING, TX 75039
BENEFICIARY:
CITY OF DENTON
CITY HALL, 215 E. MCKINNEY
DENTON, TEXAS 76201
ATTN: GEORGE CAMPBELL,CITY MANAGER
THIS AMENDMENT IS TO BE
ATTACHED THERETO.
AS PART OF THE ABOVE CREDIT AND MUST BE
THE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS:
THE FOLLOWING ADDITIONAL CONDITION HAS BEEN ADDED:
THE AMOUNT OF THIS CREDIT HAS BEEN DECREASED BY USD232,250.00.
THE AMOUNT OF THE CREDIT ISSUED NOW TOTALS USD224,368.00.
THE BENEFICIARY AFFIDAVIT STATEMENT IS DELETED IN ITS ENTIRETY AND REPLACED BY
THE FOLLOWING:
1) PROVIDE AN AFFIDAVIT EXECUTED BY BENEFICIARY OR ITS DESIGNATED
REPRESENTATIVE WHICH STATES: ''THE UNDERSIGNED, AN AUTHORIZED REPRESENTATIVE OF
THE CITY OF DENTON, TEXAS (''BENEFICIARY''), HEREBY CERTIFIES IN ACCORDANCE WITH
THE DEVELOPMENT AGREEMENT (U.S. 380), AS AMENDED, BETWEEN BENEFICIARY AND
ALLEGIANCE HILLVIEW, L.P. DATED JUNE 17, 2008 (THE ''CONTRACT''), THAT PAYMENT
APPLICATION FROM BENEFICIARY OR BENEFICIARY'S CONSULTANT IS DUE AND PAYABLE IN
THE AMOUNT OF THIS DRAFT AND HAS NOT BEEN PAID. WE FURTHER CERTIFY THAT
ALLEGIANCE HILLVIEW, L.P. HAS BEEN NOTIFIED OF OUR INTENT TO DRAW UNDER THE
CREDIT.''
PLEASE NOTE THAT THE TERMS OF THIS AMENDMENT ARE SUBJECT TO YOUR CONSENT.
THEREFORE, IF THE AMENDMENT IS ACCEPTABLE TO YOU, PLEASE SIGNIFY YOUR AGREEMENT
BY SIGNING THE ATTACHED COPY IN THE SPACE PROVIDED AND RETURN IT TO US. IF IT IS
NOT ACCEPTABLE TO YOU, PLEASE SO ADVISE US IMMEDIATELY.
ALL OTHER TERMS UNCHANGED.
Or i gi noL
Wells Fargo Bank, N.A.
Operations Group
Northern California
One Front Street, 21st Floor
San Francisco, CA 94111
AUREA C. BALENBIN
ASSISTANT VICE PRESIDENT
PAGE: 2
AUTHORIZED SIGNATURE
PLEASE CONTACT CHRISTINA CHUONG BY TELEPHONE AT 415.396.8365 OR BY FAX AT (415)
296-8905 OR TRADE CONNECTIONS AT 1-800-798-2815 REGARDING ANY INQUIRIES.
Please X below. Fax is acceptable
Amendment is ( ) Accepted ( ) Rejected
Type/Print BENEFICIARY'S NAME Per SBLC
NAME &
&7iTy 11117A1 /GEZ
Original