2009-100S:\Our Documents\0rdinances\09\14%vy 380 Amd Agr-Allegiance Hillview.doc
ORDINANCE NO. g- &V
AN ORDINANCE APPROVING THE ADOPTION OF AN AMENDMENT TO THAT
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DENTON AND ALLEGIANCE
HILLVIEW, LP DATED JUNE 17,2008; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on June 17, 2008, the City Council adopted Ordinance No. 2008-138 which
approved a Developers Agreement between the City of Denton and Allegiance for the
construction of improvements to U.S. Hwy. 380 (the "Agreement"); and
WHEREAS, it is in the public interest to authorize the City Manager to approve an
amendment ("Amendment") to the Agreement, which Amendment is attached hereto and made a
part of, NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitations in the preamble are true and correct and are incorporated
herewith as part of this Ordinance.
SECTION 2. The City Manager is hereby authorized to execute an Amendment to the
Agreement with Allegiance Hillview, LP, which Amendment is attached hereto and incorporated
herein by reference.
SECTION 3. If any section, subsection, paragraph, sentence, clause, phrase, or word in
this Ordinance, or application thereof to any person or circumstances is held invalid by any court
of competent jurisdiction, such holding shall not effect the validity of the remaining portions of
this Ordinance, and the City Council of the City of Denton, Texas hereby declares it would have
enacted such remaining portions despite any invalidity.
SECTION 4. Save and except as amended hereby, all the provisions, sections,
subsections, paragraphs, sentences, clauses, and phrases of Ordinance No. 2008-138 shall remain
in full force and effect.
SECTION 5. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the eday of , 2009.
M A. B UG YOR
S:\Our Documents\Ordinances\09\Hwy 380 Amd Agr-Allegiance Hillview.doc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Page 2 of 2
sAour documentslconuacts~091hwy 380 allegiance hilMew amd.doc
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
FOR RAYZOR RANCH (U.S. 380)
STATE OF TEXAS
COUNTY OF DENTON
THIS FIRST 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 TH Denton GP LLC), hereinafter referred to as "Developer,"
WITNESSETH
SECTION 1. Section 19, tilted "Commencement of Agreement, Initial Funding and
Performance Bond," of the Base Contract is hereby amending paragraphs A by deleting the
fourth paragraph on page 11 that begins "The City agrees that any funding related and
replacing with the following paragraph:
'With each payment made by developer for construction under this Agreement,
Developer shall have the option to request City's approval of a reduction in the
amount obligated by the Construction Letter of Credit. Each such request shall be
accompanied by evidence of Developer's prior payments, together with an
updated estimate of future expenditures needed to complete all remaining
construction obligations under the Agreement. City shall have a reasonable time,
not to exceed thirty (30) days, in which to review Developer's request and
supporting evidence, together with such other evidence that it may obtain, relating
to the cost to complete the construction obligations, and shall determine its own
estimate, in its reasonable discretion, of the remaining costs to complete the
construction obligations of Developer for the widening of U.S. Highway 380
under this Agreement ("City's Estimate"). City may optionally designate one or
more of its staff engineers to determine City's Estimate in accordance with this
paragraph, without seeking specific Council approval. Thereupon, City may
authorize and approve a reduction in the amount obligated by the Construction
Letter of Credit, to an amount deemed sufficient, in City's reasonable discretion,
to secure Developer's payments for all remaining construction obligations of
Developer under the Agreement, following the procedures specified in the
Construction Letter of Credit. The City may optionally delegate authority to the
City Manager, or his designee, to authorize and approve such reductions in
accordance with the terms of this paragraph. In no event shall City's approval of
any such reductions in the amount secured by the Construction Letter of Credit
serve to reduce Developer's obligations to fully fund the construction obligations
it has under this Agreement. Upon TxDOT approval and acceptance of the
completed construction for the widening of U.S. Highway 380 under this
sAour documentftontracts\Mhwy 380 allegiance hillview amd.doc
Agreement, the City will release any remaining funds under the Construction
Letter of Credit and release back to Developer the Construction Letter of Credit."
SECTION 2. 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.
IN WITNESS WHEREOF the City of D ton, T xas has caused this First Amendment
to be executed on this the day of 2009.
CITY OF DENTON
BY:
MAAK A. GH YOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR rDt~' TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
ALLEGIANCE HILLVIEW, L.P.,
A New York Limited Partnership
BY: TH GP LLC (d/b/a TH Denton GP
a Delaware Limited Liability
Company, its General Partner
By
P.Are~J
Page 2