2008-201S:\Our Docu men ts\Ord inances\08\Den ton Crossing 380 3rd Amendment.doc
ORDINANCE NO. Z0Z-'0
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A THIRD
AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT
DATED NOVEMBER 27, 2001 BETWEEN THE CITY OF DENTON AND DENTON
CROSSING PARTNERS LTD. WHICH WAS DULY ASSIGNED TO DCTIRZ, L.L.C.; AND
PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HERBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Third
Amendment to the 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.
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 '2008.
MAI& A. HS MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
JOHN
~-D A&YO LEGAL FORM:
KNIGHT, INTERIM CITY ATTORNEY
BY:
THE STATE OF TEXAS
COUNTY OF DENTON
AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT
This Amendment to Economic Development Grant Agreement ("Amendment") is made
as of the 9th day of September, 2008 between the City of Denton, a Texas municipal corporation
("City") and DCTIRZ, LLC ("DCTIRZ"), a Texas Limited Liability Company.
WITNESSETH
WHEREAS, the City and Grantee's predecessor, Denton Crossing Partners Ltd., a Texas
limited partnership ("DCP") entered into a certain Economic Development Program Agreement
dated as of November 27, 2001 and filed of record with County Clerk of Denton, Texas on
December 21, 2001 at Volume 4989, Page 00274 (the "Agreement"), which Agreement relates to
the Property legally described on Exhibit A attached hereto, and
WHEREAS, DCP assigned all of its right, title and interest in, to and under the
Agreement as the "Grantee" therein to ORIX/Hunt Denton Venture (OHDV) by that certain
Assignment of Economic Development Grant Agreement dated as of September 11, 2002 and
filed of record on September 13, 2002 at Volume 5170, Page 84 (the "Assignment");
WHEREAS, The City and OHDV amended the Economic Development Grant
Agreement, clarifying the rights of OHDV under the Agreement on September 26, 2006;
WHEREAS, as required by the Agreement, OHDV provided written notice of the
Assignment to the City; and
WHEREAS, by virtue of the Assignment, DCTIRZ has succeeded to all of the rights of
OHDV under the Agreement as the "Grantee" therein (DCTIRZ hereinafter accordingly referred
to as the "Grantee"); and
WHEREAS, Grantee and City desire to formally document the agreements outlined in
the above recitals.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, Grantee and City hereby agree as follows:
The following definitions are added to section (b)(iii) of the Second Amendment:
(a) "interest" means interest on any unpaid balance of the Program Grant which shall
accrue at the rate equal to the three month LIBOR rate as identified by British Banker's
Association, and shall be calculated and compounded monthly.
Recitals/Defined Terms. That (a) the recitals set forth above are true and correct and are
incorporated herein by this reference, and (b) that any capitalized terms utilized in this
Amendment and not herein defined shall have the meanings ascribed to such terms in the
Agreement.
2. Full Force and effect; Authority to Execute. Grantee and City acknowledge and agree
that the Agreement, as amended hereby, is and remains in full force and effect between
them. Grantee and City, respectively, further represent and warrant to each other that this
Amendment has been approved by all necessary corporate or municipal authorities, as the
case may be, and that the person(s) executing the agreement their behalf have full power
and authority to bind them to the terms and provisions hereof.
CountMarts/Recording. This Amendment may be executed in multiple counterpart by
the parties, each of which shall be deemed an original and which, when taken together
shall constitute a single instrument. This Amendment may be filed for record with the
Clerk of Denton County Texas by either party hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the day and year first above written.
CITY OF DENTON
GEORGE C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
JOHN M. KNIGHT, INTERIM CITY ATTORNEY
BY:
Azv
GRANTEE:
DCTIRZ, LLC, a Texas Limited Liability Company
~.U
B
teve W. Ster ident
By: ORDUHUNT DENTON VENTURE, an
Illinois general partnership, a general partner
By: ORIX Denton Limited Partnership, an Illinois
limited partnership, its general partner
By: ORIX Real Estate Equities, Inc., a Delaware
corporation, its sole member
Michael J. Moran
Title
CITY:
STATE OF TEXAS
COUNTY OF DENTON §
This instrument was acknowledged before me on the day of 008 by
George C. Campbell, City Manager of the City of Denton, Texas, on behalf of such City.
( ~ a W '1_6 ell
PT IUJANE E. RICHARDSON
Notary Public, State of Texas otaryPublic in and for the State of Texas
it r My Commission Expires My Commission expires: dn!
June 27, 2009
GRANTEE:
STATE OF §
COU TTY OF PAUL §
This instrument was acknowledged before me on the &Oday of 2008, by
Steve W. SterQuell as President of DCTIRZ.a Texas limited liability comPY an, oh behalf of such
company.
Y P LANA J. DEMPSEY"
rrozARV~ NotaryPublic in for the S too exas PUB
STATE OF TEXAS My commission expires: - Z--2 - z0D/
MY cow EEes 03-22 2009 /
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EXHIBIT A
Property Description
BEING all that certain tract or parcel of land situated in the Mary L. Austin Survey, Abstract No.
4, the John W. Cheek Survey, Abstract No. 324, and the J.S. Taft Survey, Abstract No. 1256, of
Denton County, Texas, being all of Lot 1, Block A, Lone Star Par 3 Addition, an addition to the
City of Denton filed of record in Cabinet I, Slide 277, Plat Records of said County, and being all
of that tract of land conveyed to Pacific Asset Management, Inc., Volume 5128, Page 538; Mark
A. Kuhn,Volume 4163, Page 680, Roy Dean & Patsy Smith, Volume 489, Page 92; D. Schiflet
& W. Schweitzer, Volume 1129, Page 61; J. Hudspeth Jr. & W. Schweitzer, County Clerk's File
Number 95R0080326; J. Hudspeth, Jr. & D. Shiflet Hudspeth, Volume 1708, Page 661; Shiflet
Financial Corp., W. Schweitzer, J. Hudspeth, Jr., & D. Hudspeth, Volume 1493, Page 129; The
Baptist Foundation of Texas, Volume 4163, Page 674, filed for record in the Public Records of
Denton County, Texas, said tract being more particularly described by metes and bounds as
follows:
BEGINNING at a 5/8" iron rod set in the North line of State Highway Loop 288, from which a
5/8" iron rod with an aluminum TXDoT cap bears South 65 degrees 39 minutes 28 seconds
West, 21.88 feet, and from which a 1/2" iron rod found, the Southwest corner of Lone Star Par 3
Addition, according to the plat filed of record in Cabinet I, Page 277, Plat Records of Denton
County, Texas, bears North 00 degrees 13 minutes 40 seconds West, a distance of 1.60 feet for
the Southwest comer of this tract;
THENCE North 00 degrees 13 minutes 40 seconds West, at 1.60 feet pass the said 1/2" iron rod
found, the Southwest comer of said Lone Star Par 3 Addition, in all a distance of 1681.35 feet to
a 1/2" iron rod found in the approximately South line of Spencer Road, for the Northeast comer
of that certain tract of land conveyed to Charles E. Bailey according to the deed filed of record in
Volume 4083, Page 1299, Deed Records of Denton County, Texas, and the Northwest corner of
said Lone Star Par 3 Addition, for the Northwest comer of this tract;
THENCE South 88 degrees 03 minutes 04 seconds East, along the approximate South line of
said Road, and along the North line of said addition, a distance of 1125.52 feet to a 1/2" iron rod
found at the Northwest comer of that certain tract of land described in a lease to Lone Star Gas
Company according to the lease document filed of record in Volume 410, Page 455, and being
the remainder of that certain tract of land conveyed to M.M. Smith according to the deed filed of
record in Volume 305, Page 258, Public Records of Denton County, Texas, said iron rod also
being a comer of this tract;
THENCE South 02 degrees 10 minutes 48 seconds West, along the West line of said Lone Star
Gas Lease tract, a distance of 144.97 feet to a 1/2" iron rod found for the Southwest comer of
said tract, and being the most southerly Northwest comer of that certain tract of land conveyed to
Roy Dean and Patsy Smith according to the deed filed of record in Volume 489, Page 92, Deed
Records of Denton County, Texas, for a comer of this tract;
THENCE South 88 degrees 02 minutes 05 seconds East, along the South line of said lease tract
and the most westerly North line of said Smith tract, a distance of 50.39 feet to a 1/2" iron rod
found for the Southeast corner of said lease tract, and being an inside ell comer of said Roy Dean
and Patsy Smith tract for an inside ell corner of this tract;
THENCE North 02 degrees 02 minutes 52 seconds East, along the East line of said lease tract
and the most northerly West line of said Smith tract, a distance of 145.50 feet to a 1/2" iron rod
found in the approximately South line of said Road, for the Northeast comer of said lease tract
and the most northerly Northwest comer of said Smith tract, for a corner of this tract;
THENCE South 88 degrees 35 minutes 31 seconds East, along the approximate South line of
said road and the North line of said Roy Dean & Patsy Smith tract, a distance of 259.72 feet to a
1/2" iron rod found for the Northeast comer of said tract and being in the West'line of said D.
Schiflet & W. Schweitzer tract, for a comer of this tract;
THENCE North 00 degrees 26 minutes 30 seconds West, crossing said road, a distance of 51.63
feet to a 1/2" iron rod found in the approximate North line of said road for the Northwest comer
of that certain tract of land conveyed to D. Schiflet & W. Schweitzer according to the deed filed
of record in Volume 1129, Page 61, Deed Records of Denton County, Texas, for a comer of this
tract;
THENCE along the approximate North line of Spencer Road- the following courses and
distances;
South 88 degrees 33 minutes 38 seconds East, along the North line of said Schiflet & Schweitzer
tract, a distance of 139.74 feet to a 3/8" iron rod found at the Northeast comer thereof;
South 88 degrees 01 minutes 39 seconds East, along the North line of that certain tract of land
conveyed to J. Hudspeth, Jr. & Schweitzer according to the deed filed of record under County
Clerk's File Number 95R0080326, Public Records of Denton County, Texas, a distance of
104.69 feet to a 5/8" iron rod set at the Northwest comer of that certain tract of land conveyed to
J. Hudspeth, Jr. and D. Shiflet-Hudspeth according to the deed filed of record in Volume 1708,
Page 661, Deed Records of Denton County, Texas;
South 88 degrees 11 minutes 27 seconds East, along the North line of said tract, a distance of
129.05 feet to a 3/4" iron rod found at the Northeast corner thereof,
South 86 degrees 53 minutes 08 seconds East, along the North line. of that certain 2.5 acre tract
of land conveyed to Shiflet Financial Corporation, W. Schweitzer, J. Hudspeth, Jr. & D.
Hudspeth, according to the deed filed of record in Volume 1492, Page 129, Deed Records of
Denton County, Texas, a distance of 240.21 feet to a 3/4" iron rod found, an angle point in the
North line thereof;
South 74 degrees 36 minutes 30 seconds East, along said North line, a distance of 245.25 feet to
a 5/8" iron rod set in the West line of State Highway Loop 288, from which a 1/2" iron rod bears
South 74 degrees 36 minutes 30 seconds East,. a distance of 1.94 feet for the Northeast comer of
said 2.5 acre tract and the Northeast corner of this tract;
THENCE South 26 degrees 15 minutes 21 seconds West, crossing said Spencer Road and along
the West line of said Highway, and along the East line of said Shiflet Financial Corporation,
Schweitzer, Hudspeth & Hudspeth tract, a distance of 61.34 feet to a 5/8" iron rod set being an
angle point in the West line of said Highway and said East line, for a comer of this tract;
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THENCE South 19 degrees 12 minutes 47 seconds East, along the West line of said Highway
and the East line of said tract, a distance of 53.48 feet to a 5/8" iron rod set for a corner of this
tract, said point being the beginning of a non-tangent curve to the right;
THENCE along said Highway and the South line of said Shiflet Financial Corporation,
Schweitzer, Hudspeth & Hudspeth tract and along the Southeast line of that certain tract of land,
a 3/4% interest which was conveyed to The Baptist Foundation of Texas according to the deed
filed of record in Volume 4163, Pages 674,677, Deed Records of Denton County, Texas, and of
which the remaining 1/4% interest was conveyed to Mark Kuhn according to the deed filed of
record in Volume 4163, Page 660, Deed Records of Denton County, Texas, and along said curve
to the right, having a radius of 2804.79 feet, and a central angle of 15 degrees 48 minutes 46
seconds, a chord bearing and distance of South 44 degrees 07 minutes 45 seconds West, 771.62
feet, an arc length of 774.08 feet to a 5/8" iron rod set for a comer of this tract at an angle point
in the Northwest line of said Highway;
THENCE South 58 degrees 25 minutes 34 seconds West, along said Highway and the South line
of said Baptist Foundation Tract, a distance of 195.82 feet to a 5/8" iron rod set for the beginning
of a curve to the right and for a comer of this tract;
THENCE along said curve to the right and said Highway line, same being the South line of said
Baptist Foundation tract and said Mark A. Kuhn tract, said curve having a radius of 2789.79 feet,
and a central angle of 04 degrees 23 minutes 05 seconds, a chord bearing and distance of South
58 degrees 13 minutes 41 seconds West, 213.45 feet, an are length of 213.50 feet to a 5/8" iron
rod with TXDoT aluminum cap found for a comer of this tract at an angle point in the Northwest
line of said Highway;
THENCE South 60 degrees 25 minutes 13 seconds West, along said Highway and the South line
of said Baptist Foundation and Kuhn tract, and along that certain tract of land conveyed to
Pacific Asset Management, Inc. according to the deed filed of record in Volume 5128, Page 538,
Deed Records of Denton County, Texas, and along the South line of said Lone Star Par 3
Addition, a distance of 980.80 feet to an aluminum TXDoT cap found in concrete for an angle
point in the Northwest line of said Highway for a comer of this tract;
THENCE South 65 degrees 39 minutes 28 seconds West, along said Highway and the South line
of said Addition, a distance of 580.63 feet to the Place of Beginning, and containing 54.16 acres
of land.
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