2001-454FILE REFERENCE FORM 2001-454
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
1+~1L1~.' S Date Initials
Amendment to Agreement -Ordinance No. 2003 -024 O 1 /21 /03 ) R
Esto el Certificate (original is attached) 09/30/04 ) R
Letter with designation of Program Effective Date 04/08/05 J R
Second Amendment to Agreement -Ordinance No. 2006-284 09/26/06 ) R
Third Amendment to Agreement -Ordinance No. 2008-201 09/09/08 J R
AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER
CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF
PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE
BUSINESS ACTIVITY IN THE CITY OF DENTON, APPROVING AN ECONOMIC
DEVELOPMENT PROGRAM GRANT AGREEMENT WITH DENTON CROSSING
PARTNERS, LTD REGARDING THE DEVELOPMENT OF AN APPROXIMATE 52 ACRE
PARCEL OF LAND LOCATED AT THE SOUTHWEST CORNER OF LOOP 288 AND
SPENCER ROAD, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, Denton Crossing Partners, Ltd ("DCP") has made a request of the C~ty of
Denton to estabhsh an economic development program under Chapter 380 of the Texas Local
Government ("Chapter 380") to stimulate the development of commercml property w~th~n the
C~ty of Denton, and
WHEREAS, the C~ty Counml by th~s ordmance ~s estabhsh~ng an economm development
program under Chapter 380 which wall stimulate bus~ness act~wty ~n the C~ty and promote the
pubhc interest (the "Program"),
WHEREAS, to effectuate the Program the C~ty and DCP have negotmted an Economm
Development Grant Agreement (the "Agreement"), a copy of whmh ~s attached hereto and made
a part hereof by reference, and
WHEREAS, the C~ty Council finds that the Program and Agreement promote economm
development and will stimulate commercml act~wty w~th~n the C~ty of Denton for the benefit of
the pubhc, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION 1 The remtals and findings contmned ~n the preamble of thru ordinance are
~ncorporated mto the body of th~s ordinance
SECTION 2 The Mayor or ~n case of her absence the Mayor Pro Tem, ~s hereby
authorized to execute the Agreement on behalf of the C~ty of Denton and to carry out the C~ty's
respons~bihtleS and rights under the Agreement, mclud~ng wtthout hm~tat~on the authorization to
make the expenditures set forth ~n the Agreement
SECTION 3 Th~s ordinance shall become effective tmmed~ately upon ~ts passage and
approval
PASSED ANDAPPROVEDth~sthe~,)'O~~ dayof ~~./~' ,2001
EUL1NE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
'
APPROVED AS TO LEGAL FORM
Page 2
THE STATE OF TEXAS §
COUNTY OF DENTON §
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
DENTON CROSSING PARTNERS, LTD
TtUs Econormc Development Program Grant Agreement ("Agreement") is made and
entered into by and between DENTON CROSSING PARTNERS, LTD ("DCP"), a Texas
hnnted partnership, and the CITY OF DENTON (the "City"), a Texas mumcipal corporation, for
the purposes and considerations stated below
Section 1. Authorization.
Tlus Agreement is made pursuant to the Econormc Development Programs provisions of
TEX LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local econormc
development and to stimulate business and commercial activity in the City of Denton
Section 2. Definitions
"Actual Cost" or "Actual Cost of the Public Participation Items", means the actual
amount of money paid for the construction, design and other work listed among the Estimated
Costs of the Public Participation Items at Exhibit A attached hereto, but as to construction and
design applicable to such items, not to exceed the reasonable and customary cost for the
construction and design of sirmlar items in the Dallas-Fort Worth area The parties agree and
understand that the Actual Cost of any m&wdual category of items listed may exceed the
corresponding estimated amount listed in Exlublt A provided that the total amount of the
Program Grant excluding Interest shall not exceed $7,250,000,000
"Grantee" means DCP, its successors, or any party to whom DCP may assign this
Agreement
"Improvements" means retail shopping center buildings eontmmng a nnmmum of
350,000 square feet of floor area to be constructed on the Property in a manner consistent with
other high quahty shopping venues located in the Dallas-Fort Worth area (the "Retail
Improvements") along w~th the Public Participation Items listed as Ex~blt A attached hereto
"Interest" means interest on any unpmd balance of the Program Grant which shall accrue
at a rate equal to the London Interbank Offered Rate (L~BOR) plus 275 basis points, and shall be
calculated and compounded monthly The unpaid balance of the Program Grant shall be
calculated based on the Actual Costs of the improvements and work represented as Public
Participation Items in Exlubit A As such Actual Costs are incurred by Grantee, such costs shall
represent an equxvalent component of the Program Grant for purposes of calculating Interest
Such Program Grant components shall accrue interest for the term of the Program from the date
that Grantee incurs the correspondmg costs for the design, construction, or other work
representing the Public Participation Items
"Monthly Sales Tax Report" means the monthly report received from the Texas State
Comptroller that shows the amount of Total Taxable Sales for a month period
"Program" means 180 consecutive monthly payments of economic development grant
installments and accrued Interest approved by the City Council pursuant to the Act and this
Agreement
"Program Effective Date" means the date upon wluch Grantee elects to begln
participation m the Program, wluch may be the first day of any month follovang Tenant
Occupancy, as proxaded in Section 3
"Program Grant" means a grant ofl/2 of 1% of the Total Taxable Sales for a period of 180
consecutive months, but not to exceed $7,250,000 00 plus accrued Interest, and not to exceed the
Actual Cost of the Public Participation Items, to be ptud by the City to the Grantee in 180
monthly installments dunng the term of the Program
"Property" means that certmn tract of approximately 52 acres more pamcularly described
in Extublt B attached hereto
"Pubhc Participation Items" means those improvements, design construction and other
work and cost items described on Exlublt A
"Retail Improvements" (see "Improvements" )
"Spencer Road Improvements" means the construction of two additional lanes of Spencer
Road from the northeast corner to the northwest corner of the Property in accordance w~th C~ty
of Denton specifications
"Substantml Completion of the Improvements" means with regard to any pubhc works
~tems, the date the contractor issues a certificate of completion, and for the Retail Improvements
the date of final inspection approval by the City Budding Official of a mimmum of 350,000
square feet of space for retml shopping
"Total Taxable Sales" means the total amount of all sales from wtuch sales and use tax is
collected from businesses located on the Property
"Tenant Occupancy" means the date a certificate of occupancy is ~ssued for the first retml
tenant of the Retail Improvements
Section 3. Term
Ttus Agreement shall be effective as of the date of execution by both parties At any time
followang execution of tbas Agreement but not before Tenant Occupancy, the Grantee may elect
to designate the first day of any month to be the Program Effective Date by provxdmg written
notxce to the C~ty of such elect~on 60 days prior to the designated date The term of the Program
v~ll be 180 consecutive months begmmng on the date of the first Program Grant installment
payment Tlus Agreement wdl ternunate upon the earher of a) the payment to Grantee of the full
amount of the Program Grant, or b) payment m full of all 180 Program Grant ~nstallments
pursuant to the computation method prowded at Section 5 of this Agreement for each month
during the term of the Program
Section 4. Program Grant
For each month of the Program Grant term, C~ty agrees, subject to the conditions
cont0aned m this Agreement, to make a Program Grant installment payment to Grantee on or
before thirty days following the C~ty's receipt from the State Comptroller of the Monthly Sales
Tax Report md~catmg sales tax revenue from busmesses located on the Property Monthly
Program Grant ~nstallment payments shall be calculated as provided ~n Section 5 below Tenant
Occupancy shall be a condition precedent to the xmt~at~on of Program Grant payments Program
Grant payments may be w~thheld at any t~me ~f there are dehnquent property taxes on the
Property and will not be resumed untxl such dehnquency ~s cured Notwithstanding anything
contained hereto to the contrary, the Program Grant ~nstallment payments wtll cease, tbas
Agreement w~ll automatically terminate, and Grantee will refund to the C~ty all Program Grant
payments previously made ~f there ~s not Substantial Completion of the Improvements by
December 31, 2004
Section 5. Computation of Program Grant
Program Grant tnstallment payments for each month of the Program term shall be made
m an amount equal to Va of 1% of the Total Taxable Sales for the preceding month mdxcated by
the most recent State Comptroller's Monthly Sales Tax Report for the Property The City's
obhgat~on to make such payments ~s contmgent upon the C~ty's receipt of the Monthly Sales Tax
Report If the State Comptroller shall cease to ~ssue Monthly Sales Tax Reports, C~ty and
Grantee shall cooperate to arnve at a reasonably eqmvalent and mutually agreeable alternative
method of computing monthly installment payments
Section 6. Other Grantee Obhgations
In consxderat~on of the Program Grant, Grantee agrees as follows
(a) The Retail Improvements shall be designed and constructed to prowde attractive
retail envxronmant consistent w~th other first class retail centers m the Dallas-Fort
Worth area Design shall reflect an attention to archxtectural details, the use of
bagh qualxty materials and fimshes, v~sual ~nterest, and artlculatton of bmldmg
facades that ~s generally conststent w~th the design features shown ~n Ex[ub~t C
(b) In the event of tenant turnover, Grantee shall ddxgently seek to obt0an quality
retad tenants that are new to the Denton ret0al market However, eyastmg Denton
ret~ul busxnesses shall not be prolub~ted from leasing retail space at the Property
(c) The Spencer Road Improvements w~ll be constructed by the C~ty as a part of a
City pubhc works project to extend Spencer Road to Woodrow Lane (the "Pubhc
Works Project") Grantee shall advance to the City the cost of the Spencer Road
Improvements as detenmned by the lowest responsible bidder for the Public
Works ProJect w~thln 30 days at~er written notice to Grantee from the City of such
cost Such cost Is currently estimated to be $701,500 00 Ftulure to do so wdl be
a default under this Agreement and the City may withhold all Program Grant
payments untd smd sum ts recetved by the Ctty As provtded at Extub~t A,
reimbursement for the Actual Cost of the Spencer Road Improvements is mcluded
m the calculation of the Program Grant
(d) The Property wall not be conveyed dunng the term of ttus Agreement to any enttty
whose ownerslup of the Property would cause the Property to become exempt
from ad valorem taxes unless an agreement wtth the City to ensure a program of
payments in heu of ad valorem taxes has first been agreed upon
With the exceptton of certain engmeenng destgn costs mcurred for Spencer Road as provided
below, Grantee shall have no obhgattons pursuant to flus Agreement tf Grantee provtdes City
wtth nottce oftts retention to ternunate fins Agreement ("Notice of Temunatton") prior to
destgnattng a Program Effecttve Date or takmg recetpt of Program Grant installment payments
pursuant to this Agreement Notwithstandtng the foregmng, Grantee shall be obhgated to
rennburse Ctty for any Spencer Road engmeenng design costs tncurred by the Ctty between the
effecttve date of this Agreement and the date of the Notice of Termanation up to an amount not to
exceed $50,000 promded that City gtves Grantee 14 days prior written notice oftts mtent to
incur such costs The Ctty shall not be hable for any retmbursements of costs expended for
Improvements tf Grantee ternnnates the Agreement pursuant to tlus sectton
Section 7. Audits and Momtoring
During the term of flus Agreement, the Ctty reserves the right to conduct audtts of the
sales and use tax records ofbustnesses located on the Property if, tn the sole optmon of the Ctty,
such action Is detenmned to be necessary Grantee agrees upon request to use reasonable efforts
to assist the Ctty tn obtmmng such records from tenant taxpayers Fmlure to provide such
asststance shall be grounds for default, and Ctty may wtthhold any mstallment payment untd
such assistance Is provtded Dunng the term of tlus Agreement, the City wall keep, or cause to
be kept, coptes of the Monthly Tax Reports and proper and current books and accounts in wluch
complete and accurate entries shall be made of the amount of sales taxes received by the City
from the State of Texas attributed to the Retail Improvements and such other calculattons,
allocations and payments required by tlus Agreement Dunng the term, the Ctty shall prepare
wittun 180 days after the close of each fiscal year of the Ctty, a complete financial statement for
such yeae tn reasonable det~ul covering the above tnformation, and shall furmsh a copy of such
statement to Grantee Upon the request of Grantee, and at Grantee's expense, City shall have the
annual Program Grant financial statement prepared by an mdependent cemfled pubhc
accountant Upon request of Grantee, Ctty shall provtde coptes of Ctty records related to the
Program Grant to mvestors, lenders, or other parttes designated by the Grantee
Section 8 Default
If etther party should default (the "Default Party") w~th respect to any of tts obllgattons
hereunder and should fad, wtttun tturty (30) days after dehvery of written nottce of such default
from the other party (the "Complatmng Party") to cure such default, the Complammg Party, by
actton or proceeding at law or m eqmty, may be awarded tts damages and/or spectfic
performance for such default The Complmmng Party may exercises any other rights and
remedtes tt may have under tlus Agreement or as proxaded by law wluch rights and remedies are
cumulative
Section 9. Mutual Assistance
The Ctty and the Grantee shall do all tlungs necessary or appropriate to carry out the
terms and provtstons ofttus Agreement and to ~ud and asstst each other ~n carrytng out the terms
and prows~ons of tlus Agreement
Sectton 10. Indemnity
It ts understood and agreed that Grantee m performing tts obhgattons hereunder ~s acting
~ndependently and the C~ty assumes no responstbtht~es or habd~ttes tn connectton therewith to
third parties and grantee agrees to defend, mdemmfy and hold harmless the C~ty from and
agatnst any and all clatms, stats, and causes of action of any nature whatsoever anstng out of
grantee's obhgattons hereunder Grantee's tndemmficat~on obhgat~ons mclude the payment of
reasonable attorney's fees and expenses recurred by the C~ty ~n connectton wtth such clmms,
stats, and causes of actton
Sectton 11. Representattons by the City
The City represents that
(a) The Ctty ts a home rule Texas mumc~pal corporatton and has the power to enter
tnto and has taken all acttons to date required to authorize ttus Agreement and to carry out tts
obhgatlons hereunder,
(b) The C~ty knows of no httgation, proceedtngs, tmttattve, referendum, ~nvesttgat~on
or threat of any of the same contesting the powers of the City or its offictals wtth respect to ttus
Agreement that has not been dtsclosed tn wnttng to Grantee,
(c) The City knows of no law, order, rule or regulation applicable to the C~ty or to the
Ctty's govermng documents that would be contravened by, or conflict w~th the execution and
dehvery ofttus Agreement
(d) Th~s Agreement constttutes a valtd and btnd~ng obhgatton of the City, enforceable
accordmg to tts terms, except to the extent hm~ted by bankruptcy, tnsolvency and other laws of
general apphcatton affectmg credttors' rights and by equitable principles, whether constdered at
law or tn eqmty Subject to the mdemmty provided by Section 10 of thts Agreement, the Ctty
wdl defend the vahd~ty of ttus Agreement tn the event of any httgatton arising hereunder that
names the City as a party or wtuch challenges the authority of the City to enter tmo or perform
its obligations hereunder City recogmzes that Grantee intends to commence construction and
expend substantial montes tn reliance upon the accuracy of the representation and warranty of
the City as set forth In flus Section 11
Section 12. Representations and Warranties by Grantee
Grantee represents that
(a) Grantee is a Texas lmuted partnership duly orgamzed and vahdly eyastmg under
the laws of the State of Texas and is, or will prior to the effective date of flus 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 flus Agreemem,
(b) The execution and delivery of flus Agreemem and the performance and
observance of its terms, conditions and obhgations have been duly and validly authorized by all
necessary action on its part to make flus Agreement,
(c) Grantee knows of no htigatton proceeding, lmttatlve, referendum, or mvesttgatton
or threat of any the same contemng the powers of the City, Grantee or any of its pnnctpals or
officials w~th respect to tbas Agreement that has not been disclosed m wntmg to the City, and
(d) Grantee has the necessary legal ability to perform its obligations under tbas
Agreement and has the necessary financial abdlty, through borrowing or otherwise, to construct
the Improvements This Agreement constitutes a valid and binding obhgatlon 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 eqmtable pnnctples, 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
Improvements may be prowded, in whole or in part, from time to time, by one or more third
parties, including, without hnutatlon, lenders, major tenants, eqmty partners and purchasers or
developers of pomons of the Property (collectively, "Interested Pames") In the event of default
by Grantee, the City shall provide notice of such event of default at the same time notice is
provided to Grantee, to any Interested Parties previously identified to the City If any Interested
Parties are pemutted 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 recogmze
such rights of any Interested Parties and to otherwise pernut such Interested Parties to assume all
of the rights and obhgattons of Grantee under tlms Agreement The City shall, at any time upon
reasonable request by Grantee, proxade to any Interested Party an estoppel certificate or other
document evidencing that flus Agreement is in full force and effect and that no event of default
by Grantee erasts hereunder (or, tf appropriate, specifying the nature and duration of any eyastmg
event of default) Upon request by any Interested Party, the City will enter into a separate
assumption or sirmlar agreement with such Interested Party, consistent with the prowstons of flus
Section 13
Section 14. Changes and Amendments
Except as spectfically provided otherwise tn tl~s Agreement, any alterations or deletions
to the terms of th~s Agreement shall be by written amendment executed by both part,es to th~s
Agreement
Section 15. Successors and Assigns
This A~reement shall be b~nd~ng on and inure to the benefit of the part,es, their respective
successors and assigns The Grantee may assign all or part of ~ts rights and/or obhgat~ons
hereunder upon written not,ce to the City of such assignment
Section 16 Notice
Any notice and/or statement reqmred or perrmtted to be dehvered shall be deemed
dehvered by depositing same in the Umted States mall, certified w~th return receipt requested,
postage prepmd, addressed to the appropriate party at the following addresses, or at such other
addresses provided by the part, es xn writing,
If to the Grantee Denton Cwssmg Partners, Ltd
8235 Douglas Avenue
Smte 1300
Dallas, Texas 75225
Attn Ben Hummel
and to
Jenkens & Cnlchnst, P C
1445 Ross Avenue, State 3200
Dallas, Texas 75202
Attn Susan Mead
If to the Oty Oty Manager
Oty of Denton
215 E Mcganney
Denton, Texas 76201
Section 17. Venue
The obhgat~ons of the pames to flus Agreement are performable in Denton County,
Texas, and if legal action Is necessary to enforce same, exclusive venue shall he m Denton,
Texas
Section 18. Applicable Laws
This Agreement is made subject to the prowsions of the Charter and ordinances of City,
as amended, and all applicable State and federal laws
Section 19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws and
court decisions of the State of Texas
Sectaon 20 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 lnvahdIty, illegality, or
unenforceabfllty 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 ;~t/~ay of Y~,~(,~ 2O0 l, by City, Slglnng by
and through ItS Mayor, duly authorized to execute same by action of the City Council and by
Grantee, acting through ItS duly authorized officials
CITY OF DENTON, TEXAS
EULINE BROCK, Mayor
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERTBy ~..~~OUT , CITY ATTORNEY
GR.~NTEE
DENTON CROSSING PARTNERS, LTD a Texas
hrmted partnerstup
By Denton Crossing GP, LLC, a Texas hnuted
liability company, its sole General Partner
By HUNT PROPERTIES, INCa Texas
AL ALLRED, President
ACKNOWLEDGMENTS
STATE OF TEXAS )
COUNTY OF DENTON )
Tlus instrument was acknowledged before me on thec~ay of ~L/M.4Uff~L~v. 2001, by Euhne
Brock, Mayor of the C,ty of Denton, Texas, on behalf/{~ld cityr~ '
{ /,~" -~'a ANN FORSYTHE .... ~ .
] (;(~;~ Noa, pu~,io.s~,, o,~.,. Nota~ Pubhc, in and for the ~tate of Texas
I k k ~ J. / My Oomml~on ~ v
STATE OF TEXAS )
COUNTY OF 3)~LL~ )
Tlus instrument was acknowledged before me on the ]~1~ day of /~/ff, 2001 by Al
Allred, President of Hunt Properties, Inc, a Texas corporation, as manager for Denton Crossing
GP, LLC, a Texas hnuted habflity company, as general partner of Denton Crossing Partners,
Ltd, a Texas hnuted partnerslup, on behalf of said lmuted partnership
,,;;~v ,_o'e.',~;~ JO ANN U STEPHENS Notary Pull'lc, m and' fo{ ~e State of Texas
~-'"' ~'/x ~ N0tarvPubllc ~tate of Texas II
~ ...,. .+., My Commission Expires 11 07 04 ~) ). ~ r~ ~ I-~
~~,~.~,,,',fo,~;,,,, My Comnussion expires
EXHI]~IT "A"
THE "PUBLIC PARTICIPATION ITEMS"
Denton Crossing Partners, Ltd
Chapter 380 Est~matsd Costs Ehglhlo for Retmbursement
Category Cost
Site Work $794,924
Wetlands iVI~t~gat~on 45,500
Drmnafie Improvements 493,350
Grading - Pond Dram & Fill (404 Perlmt) 289,894
Bnnker Road (Includes Utilities) 586,650
Spencer Road (Includes Utthtles) - Contribution to City ProJect 701,500
Loop 288 IJtal~txes (Relocataon & Upgrade) 500,700
S~gnahzat~on Upgrades on Loop 288 ~ Bnnker and Spencer 40,000
Impact Fees (Water & Sewer) 600,000
Engmeennfl & Contmgancy for Road & Utility Improvements 230,684
Apprmsal 15,000
Legal 250,000
Arelutectural 400,000
Replamng 25,000
Survey 50,000
Environmental 5,000
Geotechmcal 25,000
ConstrocUon Tesung/Inspectlon 100,000
T~fle &Clostng 125,000
Harmon Colmn on I--Iudspeth 17,923
Construction Interest (Land, Hard & Sol~ Costs) 1,853,875
Property Taxes Dunng Construcuon 100,000
Total $7,250,000
11
Hunt Properties Mary L Austin, Survey, A-4
54 13 Acres J S Taft Survey, A-1256
STATE OF TEXAS §
COUNTY OF DENTON §
BEING a 54 13-acre tract of land situated ~n both the Mary Austin Survey, Abstract No 4
and the J S Taft Survey, Abstract No 1256, Denton County, Texas, and cons~sting of the
following tracts of land 1) Lot 1, Block A, of the Lone Star Par 3 Addition as recorded in
Cabinet 1, Slide 277, Deed Records, Denton County, Texas, 2) a 5 08-acre tract of land
conveyed to Roy Dean and wife, Patsy Smith, by deed dated January 8, 1963, and
recorded in Volume 489, Page 92, of the Deed Records of Denton County, Texas, 3) a
0 82-acre tract of land conveyed to Orval L Alhson and w~fe, Manlyn Alhson by deed dated
August 21, 1968, and recorded in Volume 571, Page 486 of the Deed Records, Denton
County, Texas, 4) a 0 99-acra tract of land descnbed as the F~rst Tract conveyed to Mark A
Kuhn by deed dated August 14, 1998, and recorded ~n Volume 4163, Page 680, Deed
Records of Denton County, Texas, 5) a 6 8-acre tract of land described as the Second Tract
conveyed to Mark A Kuhn by deed dated August 14, 1998, and recorded m Volume 4163,
Page 680, Deed Records of Denton County, Texas, being that same tract of land conveyed
to Baptist Foundation of Texas by deed recorded ~n Volume 4163, Page 674, Deed Records
of Denton County, Texas, 6) a 0 68-acre tract of land conveyed to Dons M Shifter and
Wilham P Schwe~tzer by deed recorded in Volume 1129, Page 61, Deed Records of Denton
County, Texas, 7) a 0 51-acre tract of land conveyed to Wilham D Schwe~tzer by deed
recorded ~n County Clerk's F~le No 95R-0080326, Deed Records of Denton County, Texas,
8) a 0 50-acre tract of land conveyed to J Hudspeth and w~fe, Dons Hudspeth by deed
recorded in Volume 1708, Page 661 of the Deed Records, Denton County, Texas, 9) a
1 96-acre tract of land conveyed to J Hudspeth and w~fe, Dons M Hudspeth by deed
recorded ~n Volume 1492, Page 129 of the Deed Records of Denton County, Texas, sa~d
54 13 acres being more partmularly descnbed as follows w~th the bas~s of beanng being the
northeasterly hne of Spencer Road as ~t ~ntersects the northwesterly right-of-way hne of
State Highway 288, being celled North 74°36'30" West, ~n Volume 1492, Page 129 of the
Deed Records, Denton County, Texas
BEGINNING at a 1/2-~nch ~ron rod found for the southwest comer of Lot 1, Block A, of the
Lone Star Par 3 Add~tmn, also being the southeast corner of Waterford at Spencer Oaks
Addltmn, an add~bon to the C~ty of Denton, Denton County, Texas as recorded ~n Cabinet N,
Page 221-223, of the Plat Records, Denton County, Texas, also being ~n the northwesterly
nght-of-way I~ne of State H~ghway Loop 288 (vanable w~dth nght-of-way),
THENCE, North 00°13'40'' West, leawng the northwesterly right-of-way hne of sa~d State
H~ghway 288, w~th the common line of sa~d Lone Star Par 3 Add~tmn, Waterford at Spencer
Oaks Add~tion and two tracts of land conveyed to Charles E Ba~ley as recorded ~n Volume
4083, Page 1299, Deed Records, Denton County, Texas, a d~stance of 1679 76 feet, to a
1/2-~nch ~ron rod found for the northwest corner of the sa~d Lone Star Par 3 Addition, also
being ~n the south right-of-way hne of Spencer Road, (55-foot nght-of-way at th~s point),
THENCE, South 88°03'04'' East, leawng the east hne of the sa~d Ba~ley tracts, w~th the
south nght-of-way hne of sa~d Spencer Road, a d~stance of 1125 52 feet, to a 1/2-~nch ~ron
rod found for the northeast corner of the sa~d Lone Star par 3 Add~bon, also being the
northwest corner of a tract of land conveyed to Lone Star Gas, as recorded ~n Volume 410,
page, 455, Deed Records, Denton County, Texas,
Hunt Properties Mary L Austin, Survey, A-4
54 11 Acres J S Taft Survey, A-1256
THENCE, South 02°10'48" West, leaving the south right-of-way I~ne of sa~d Spencer Road,
with the west line of the sa~d Lone Star Gas tract, a d~stance of 144 97 feet, to a 1/2-tach
~ron rod found for corner, also being the most westerly north coroer of a tract conveyed to
Roy Dean and Patsy Smith, as recorded in Volume 489, Page 92, Deed Records, Denton
County, Texas,
THENCE, South 88°01'49" East, with the south line of sa~d Lone Star Gas Co tract, a
d~stance of 50 43 feet to a 1/2-inch ~ron rod marking the southeast corner of sa~d Lone Star
Gas Co tract,
THENCE, North 02003'00,' East, with the east I~ne of sa~d Lone Star Gas Co tract, a
distance of 145 51 feet to a 1/2-Inch iron rod marking the northern most northwest corner of
sa~d Roy Dean and Patsy Smith tract of land, sa~d point being ~n the south nght-of-way I~ne
of Spencer Road,
THENCE, South 88°35'12" East, with the south nght-of-way I~ne of Spencer Road and north
hne of said Roy Dean and Patsy Smith tract, a distance of 259 91 feet to a 1/2-inch ~ron rod
found for the northeast corner of sa~d Roy Dean and Patsy Smith Tract,
THENCE, North 00°42'30" West, leawng the south nght-of-way I~ne of sa~d Spencer Road, a
d~atance of 51 64 feet, to a 1/2-Inch iron rod found for corner in the north nght-of-way line of
sa~d Spencer Road, also being the northwest coroer of the sa~d Dons M Sh~flet and William
D Sohweitzer tract, recorded m Volume 1129, Page 61, Deed Records, Denton County,
Texas,
THENCE, South 88°33'38', East, continuing w~th the north right-of-way hne of sa~d Spencer
Road, a d~stance of 139 74 feet, to a 3/8-~nch ~ron rod found for corner, from which a 3~8-
~nch iron rod found ~n the south nght-of-way of sa~d Spencer Road, bears South 00°13'09..
East,,a distance of 51 79 feet,
THENCE, South 88°12'54" East, continuing with the north nght-of-way hne of sa~d Spencer
Road, a d~stance of 216 64 feet, to a 3/4-~nch ~ron rod found for corner,
THENCE, South 86°53'07" East, continuing w~th the north right-of-way line of Spencer
Road, a distance of 257 31 feet, to a 3/4-inch ~ron rod found for corner,
THENCE, South 74°36'30.' East, continuing w~th the north nght-of-way I~ne of Spencer road,
a d~stance of 247 19 feet, to a l/2-~nch ~ron rod found for corner ~n the northwesterly nght-of-
way line of State H~ghway 288,
THENCE, South 29°41'00`' West, leaving the north right-of-way I~ne of sa~d Spencer Road,
and with the northwest nght-of-way I~ne of sa~d State H~ghway 288, a d~stance of 59 86 feet
to a brass right-of-way monument found for corner,
Hunt Properties Mary L Austin, Survey, A*4
54 11 Acres J S Taft Survey, A-1256
THENCE, South 19°53'05" East, continuing w~th the northwest nght-of-way hne of aa~d State
H~ghway 288, a d~stance of 55 59 feet to a 5/8-~nch ~ron rod (w~th yellow cap stamped
"Cotton Surveying") set for corner from which a wood h~ghway monument beare South
19°,~3'05" East, 0 93 feet, sa~d iron rod also being the point of beg~nmng of a non-tangent
curve to the right, hawng a radius of 2804 93 feet, a chord beanng South 44°05'54" West,
and a chord distance of 772 44 feet,
THENCE, southwesterly with the northwesterly right-of-way of State H~ghway 288 along
sa~d curve to the right, passing at 90 66 feet a found 2-~nch ~ron p~pe marking the
southeastern corner of that certain tract of land conveyed to J Hudspeth and w~fe, Dons
Dudspeth by deed recorded m Volume 1492, Page 129 of the Deed Records of Denton
County, Texas, a total arc d~stance of 774 90 feet, to a brass nght-of-way monument found
for corner,
THENCE, South 58°29'42'' West, continuing w~th the northwesterly right-of-way hne of State
H~ghway 288, a d~stance of 195 86 feet, to a brass right-of-way monument found for corner,
being the beginning of a curve to the right, hawng a radius of 2789 93, a chord beanng of
South 58°13'22'' West, and a chord d~stance of 213 44 feet,
THENCE, southwesterly w~th the northwesterly right-of-way of State H~ghway 288 along
sa~d curve to the right, a total arc d~stance of 213 49 feet to a brass nght-of-way monument
found for corner,
THENCE, South 60°43'30" West, continuing w~th the northwesterly nght-of-way hne of State
H~ghway 288, a d~stance of 302 44 feet, to a 5/8-~nch ~ron rod found for the southwest
corner of a tract of land conveyed to Orval Alhson, as recorded ~n Volume 571, Page 488,
Deed Records, Denton County, Texas
THENCE, South 60°23'32'' West, conbnumg w~th the northwesterly nght-of-way hne of State
Highway 288, a distance of 673 15 feet to a found 1/2-~nch ~ron rod,
THENCE, South 65°38'34" West, along the sa~d north nght-of-way hne, a d~stance of 585 32
feet to the POINT OF BEGINNING, CONTAINING 54 13 acres of land ~n Denton County,
Texas
DECEMBER 3, 2001
I DOC$~ENG~CPC'~DALLAS'~HUNT PROPERTIES
,9£6£9L M ,O~,~LO0 N
EXHIBIT C
EXHIBIT C
0027V
THE STATE OF TEXAS §
COUNTY OF DENTON §
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
DENTON CROSSING PARTNERS, LTD
Tins Economic Development Program Grant Agreement ("Agreement") is made and
entered into by and between DENTON CROSSING PARTNERS, LTD ("DCP"), a Texas
hrmted partnersinp, and the CITY OF DENTON (the "City"), a Texas mumcipal corporation, for
the purposes and considerations stated below
Section 1. Authorization.
Tins Agreement is made pursuant to the Economic Development Programs provisions of
TEX LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local economic
development and to stimulate business and commercial activity in the City of Denton
Section 2. Defimtlons
"Actual Cost" or "Actual Cost of the Public Parttc~pation Items", means the actual
amount of money prod for the construction, design and other work listed among the Estimated
Costs of the Public Participation Items at Exhibit A attached hereto, but as to construction and
design applicable to such items, not to exceed the reasonable and customary cost for the
construction and design of similar ~tems in the Dallas-Fort Worth area The parties agree and
understand that the Actual Cost of any ~ndiwdual category of items listed may exceed the
corresponding estimated amount listed in Exhibit A provided that the total amount of the
Program Grant excluding Interest shall not exceed $7,250,000,000
"Grantee" means DCP, its successors, or any party to whom DCP may assign tins
Agreement
"Improvements" means retail shopping center buildings contalmng a mimmum of
350,000 square feet of floor area to be constructed on the Property in a manner consistent with
other }ugh quality shopping venues located in the Dallas-Fort Worth area (the "Retail
Improvements") along with the Public Participation Items listed as Exhibit A attached hereto
"Interest" means interest on any unpaid balance of the Program Grant which shall accrue
at a rate equal to the London Interbank Offered Rate (LIBOR) plus 275 basis points, and shall be
calculated and compounded monthly The unpaid balance of the Program Grant shall be
calculated based on the Actual Costs of the improvements and work represented as Public
Pamclpatlon Items in Exhibit A As such Actual Costs are incurred by Grantee, such costs shall
represent an eqmvalent component of the Program Grant for purposes of calculating Interest
V989 00275
Such Program Grant components shall accrue interest for the term of the Program from the date
that Grantee incurs the corresponding costs for the design, constructton, or other work
representing the Publxc Part~ctpatton Items
"Monthly Sales Tax Report" means the monthly report recexved from the Texas State
Comptroller that shows the amount of Total Taxable Sales for a month period
"Program" means 180 consecutive monthly payments of econonuc development grant
installments and accrued Interest approved by the C~ty Councd pursuant to the Act and tlus
Agreement
"Program Effective Date" means the date upon which Grantee elects to beg~n
partmipat~on In the Program, whtch may be the first day of any month following Tenant
Occupancy, as provided ~n Section 3
"Program Grant" means a grant ofl/2 of 1% of the Total Taxable Sales for a period of 180
consecutive months, but not to exceed $7,250,000 00 plus accrued Interest, and not to exceed the
Actual Cost of the Public Parttc~patlon Items, to be paid by the C~ty to the Grantee in 180
monthly installments during the term of the Program
"Property" means that certmn tract of approximately 52 acres more pamcularly described
~n Exlub~t B attached hereto
"Pubhc Partmlpation Items" means those tmprovements, design construction and other
work and cost items described on Exhibit A
"Retml Improvements" (see "Improvements" )
"Spencer Road Improvements" means the constructmn of two addmonal lanes of Spencer
Road from the northeast corner to the northwest corner of the Property in accordance wtth C~ty
of Denton spectfications
"Substantial Completmn of the Improvements" means w~th regard to any pubhc works
~tems, the date the contractor msues a cemficate of completion, and for the Retml Improvements
the date of final inspection approval by the C~ty Building Officml of a m~mmum of 350,000
square feet of space for retatl shoppmg
"Total Taxable Sales" means the total amount of all sales from wtuch sales and use tax ~s
collected from businesses located on the Property
"Tenant Occupancy" means the date a certificate of occupancy ~s ~ssued for the first retad
tenant of the Retatl Improvements
Section 3. Term
Tlus Agreement shall be effective as of the date of executmn by both pames At any time
following execution of th~s Agreement but not before Tenant Occupancy, the Grantee may elect
4989 00276
to demgnate the first day of any month to be the Program Effective Date by provldtng written
notice to the City of such election 60 days prior to the demgnated date The term of the Program
will be 180 consecutive months beginning on the date of the first Program Grant installment
payment Th~s Agreement will terminate upon the earlier of a) the payment to Grantee of the full
amount of the Program Grant, or b) payment in full of all 180 Program Grant installments
pursuant to the computatmn method prowded at Section 5 of tlus Agreement for each month
during the term of the Program
Section 4 Program Grant
For each month of the Program Grant term, City agrees, subject to the conditions
contatned m ttus Agreement, to make a Program Grant installment payment to Grantee on or
before thtrty days following the City's receipt from the State Comptroller of the Monthly Sales
Tax Report indicating sales tax revenue from businesses located on the Property Monthly
Program Grant Installment payments shall be calculated as provided m Section 5 below Tenant
Occupancy shall be a condition precedent to the m~tmtton of Program Grant payments Program
Grant payments may be wtthheld at any time ff there are dehnquent property taxes on the
Property and wdl not be resumed until such delinquency ~s cured Notwithstanding anyttung
contained here~n to the contrary, the Program Grant installment payments will cease, ttus
Agreement will automatically terminate, and Grantee will refund to the C~ty all Program Grant
payments prewously made if' there ~s not Substantml Completion of the Improvements by
December 31, 2004
Section 5. Computation of Program Grant
Program Grant installment payments for each month of the Program term shall be made
in an amount equal to ~/2 of 1% of the Total Taxable Sales for the preceding month tnd~cated by
the most recent State Comptroller's Monthly Sales Tax Report for the Property The C~ty's
obhgat~on to make such payments is contingent upon the Ctty's receipt of the Monthly Sales Tax
Report If the State Comptroller shall cease to ~ssue Monthly Sales Tax Reports, C~ty and
Grantee shall cooperate to amve at a reasonably eqmvalent and mutually agreeable alternative
method of computing monthly installment payments
Section 6. Other Grantee Obhgat~ons
In consideration of the Program Grant, Grantee agrees as follows
(a) The Retail Improvements shall be destgned and constructed to provide attracttve
retad envtronment consistent with other first class fermi centers in the Dallas-Fort
Worth area Design shall reflect an attention to arclutectural dettuls, the use of
tugh quahty materials and fimshes, wsual interest, and amculatlon of bmld~ng
facades that ~s generally consistent w~th the design features shown in Extuba C
(b) In the event of tenant turnover, Grantee shall d~hgently seek to obtain quahty
retml tenants that are new to the Denton retail market However, erdst~ng Denton
retail businesses shall not be prohibited from leasing retail space at the Property
(c) The Spencer Road Improvements wdl be constructed by the City as a part of a
989
City public works project to extend Spencer Road to Woodrow Lane (the "Public
Works Pro. leer") Grantee shall advance to the City the cost of the Spencer Road
Improvements as determined by the lowest responsible bidder for the Public
Works Project wltlun 30 days after written notice to Grantee from the City of such
cost Such cost is currently estimated to be $701,500 00 Failure to do so will be
a default under this Agreement and the City may withhold all Program Grant
payments until said sum is received by the City As provided at ExInbit A,
reimbursement for the Actual Cost of the Spencer Road Improvements is included
in the calculation of the Program Grant
(d) The Property will not be conveyed during the term of this Agreement to any entity
whose owners?up 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
With the exception of certain engineering design costs incurred for Spencer Road as provided
below, Grantee shall have no obligations pursuant to this Agreement if Grantee provides City
with notice of its intention to terminate this Agreement ("Notice of Terrmnation") prior to
designating a Program Effective Date or taking receipt of Program Grant installment payments
pursuant to tlus Agreement Notwithstanding the foregoing, Grantee shall be obligated to
reimburse City for any Spencer Road engineering design costs incurred by the City between the
effective date of this Agreement and the date of the Notice of Ternunation up to an amount not to
exceed $50,000 provided that City gives Grantee 14 days prior written notice of its intent to
incur such costs The City shall not be liable for any reimbursements of costs expended for
Improvements if Grantee ternunates the Agreement pursuant to ttus section
Section 7 Audits and Monitoring
Dunng the term of ttus Agreement, the City reserves the right to conduct audits of the
sales and use tax records of businesses located on the Property if, in the sole opimon of the City,
such action is deternuned 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 installment payment until
such assistance is provided During the term of this Agreement, the City will keep, or cause to
be kept, copies of the Monthly Tax Reports and proper and current books and accounts in wluch
complete and accurate entries shall be made of the amount of sales taxes received by the City
from the State of Texas attributed to the Retail Improvements and such other calculations,
allocations and payments required by Il-as 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 furmsh a copy of such
statement to Grantee Upon the request of Grantee, and at Grantee's expense, Clty shall have the
annual Program Grant financial statement prepared by an independent certified public
accountant Upon request of Grantee, City shall provide copies of City records related to the
Program Grant to investors, lenders, or other parties designated by the Grantee
4989 00278
Section 8 Default
If either party should default (the "Default Party") with respect to any of its obligations
hereunder and should fall, Wlttun thirty (30) days after delivery of written notice of such default
from the other party (the "Complaimng Party") to cure such default, the Complalmng Party, by
action or proceeding at law or in equity, may be awarded its damages and/or specific
performance for such default The Complalmng Pa~ty may exercises any other rights and
remedies it may have under tlus Agreement or as provided by law which rights and remedies are
cumulative
Section 9 Mutual Assistance
The City and the Grantee shall do all thrngs necessary or appropriate to car~ out the
terms and provisions oftlus 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 perfornung its obhgatlons hereunder is acting
independently and the City assumes no responsibilities or liabilities in connection therewith to
tlurd 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 lndenmlficatlon 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 by the City
The City represents that
(a) The City is a home rule Texas mumcipal corporation and has the power to enter
into and has taken all actions to date required to authorize ttus Agreement and to carry out its
obhgations hereunder,
(b) 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 ttus
Agreement that has not been disclosed in writing to Grantee,
(c) The City knows of no law, order, rule or regulation applicable to the City or to the
City's govermng documents that would be contravened by, or conflict with the execution and
delivery of this Agreement
(d) Tbas Agreement constitutes a valid and binding obligation of the City, enforceable
according to its terms, except to the extent hnuted 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 oftlus Agreement, the City
will defend the validity of this Agreement in the event of any litigation arising hereunder that
4989 00279
names the City as a party or wbach challenges the authority of the City to enter ~nto or perform
xts obligations hereunder Cxty recogmzes that Grantee intends to commence construction and
expend substantial momes ~n rehance upon the accuracy of the representanon and warranty of
the C~ty as set forth tn th~s Section 11
Section 12 Representations and Warranties by Grantee
Grantee represents that
(a) Grantee ts a Texas hrmted partnership duly orgamzed and vahdly existing under
the laws of the State of Texas and is, or will prior to the effective date of ttus 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 tlus Agreement,
(b) The execution and delivery of this Agreement and the performance and
observance of ~ts terms, conditions and obligations have been duly and validly authorized by all
necessary action on ~ts part to make flus Agreement,
(c) Grantee knows of no ht~gatlon proceeding, ~mtlatlve, referendum, or investigation
or threat of any the same contesting the powers of the City, Grantee or any of tts principals or
officials with respect to tbs Agreement that has not been disclosed in writing to the City, and
(d) Grantee has the necessary legal ability to perform its obhgatlons 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 llmlted by bankruptcy, insolvency and
other laws of general applmat~on affecting creditors' rights and by equitable prmclples, 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
Improvements may be provided, in whole or in part, from time to time, by one or more tturd
part~es, including, w~thout hmltatmn, lenders, major tenants, equity partners and purchasers or
developers of pomons of the Property (collectively, "Interested Pames") In the event of default
by Grantee, the C~ty shall provide notice of such event of default at the same txme notice ~s
provided to Grantee, to any Interested Parties prevtously tdentlfied to the Ctty If any Interested
Parties are permitted under the terms of its agreement w~th Grantee, to cure the event of default
and/or to assume Grantee's pos~txon w~th respect to thts Agreement, the City agrees to recognize
such rights of any Interested Pames and to otherwise pernut such Interested Pames to assume all
of the rights and obhgat~ons of Grantee under ttus Agreement The C~ty shall, at any time upon
reasonable request by Grantee, provide to any Interested Party an estoppel certificate or other
document evldencmg 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 ex, sting
event of default) Upon request by any Interested Party, the City will enter into a separate
assumption or similar agreement w~th such Interested Party, consistent with the provisions of ttus
Section 13
b989 002 0
Section 14 Changes and Amendments
Excopt as spec~ficall¥ provided otherwise ~n tins Agreement, any alterations or deletions
to the terms of tins Agreement shall be by written amendment executed by both parties to tins
Agreement
Section 15 Successors and Assigns
Tins Agreement shall be binding on and ~nure to the benefit of the parties, their respective
successors and assigns The Grantee may assign all or part of ~ts rights and/or obhgat~ons
hereunder upon written not,ce to the C~ty of such assignment
Section 16. Notice
Any nottce and/or statement required or permitted to be delivered shall be deemed
delivered by depositing same tn the Umted States mall, cemfied with return recetpt requested,
postage prepaid, addressed to the appropriate party at the following addresses, or at such other
addresses provided by the parties m wrmng,
If'to the Grantee Denton Crossing Partners, Ltd
8235 Douglas Avenue
State 1300
Dallas, Texas 75225
Attn Ben Hummel
and to
Jenkens & Cnlchnst, P C
1445 Ross Avenue, State 3200
Dallas, Texas 75202
Attn Susan Mead
If to the Ctty City Manager
C~ty of Denton
215 E McKanney
Denton, Texas 76201
Section 17. Venue
The obhgatlons of the part,es to tins Agreement are performable In Denton County,
Texas, and ff legal action is necessary to enforce same, exclusive venue shall lie m Denton,
Texas
~989 0~281
Sect:on 18 Apphcable Laws
Thts Agreement is made subject to the provisions of the Charter and ordinances of City,
as amended, and all apphcable State and federal laws
Sectton 19. Govermng Law
Ttus Agreement shall be governed by and construed m accordance with the laws and
cou~t decisions of the State of Texas
Section 20. Legal Construction/Part:al Invahdlty of Agreement
In case any one or more of the provts~ons contained ~n t~s Agreement shall for any
reason be held to be mvahd, illegal, or unenforceable tn any respect, such lnvahdtty, tllegallty, or
unenforceabfltty shall not affect any other prowsion thereof and th~s Agreemem shall be
constricted as if such invalid, illegal, or unenforceable provxslon had never been contatned in tl~s
Agreement
EXECUTED and effeotlVe as of the ~_~_=~ay of ~~ 200L hy City, slgmng by
and through ~ts Mayor, duly authorized to execute same by actton of' the Ctty Council and by
Grantee, acttng through Its duly authorized officials
CITY OF DENTON, TEXAS
EULINE BROCK, Mayor
ATTEST
JENNIFER WALTERS, CITY SECRETARY
a9 9 00282
GRANTEE
DENTON CROSSING PARTNERS, LTD a Texas
hm~ted partnerstup
By Denton Crossing GP, LLC, a Texas hnuted
habflny company, ~ts sole General Partner
By HUNT PROPERTIES, INCa Texas
c o~fi~/~t~ on/~M~a~)~ger
AL ALLRED, Premdent
ACKNOWLEDGMENTS
STATE OF TEXAS )
COUNTY OF DENTON ) 4
Tins instrument was acknowledged before me on the2~_,tl~y of/I[[M~.&Jq~A~'2001, by Euhne
Brock, Mayor of the Ctty of Denton, Texas, on behatf o~lfl c~ty [(~_-. ~.
]/~ ANN FOflSYTHE ~ Notaw Pubic, tn ind foFihe Sta~ of Texas
~ My Com~ss~on expires O -O 7- 6~ ~
STATE OF TEXAS )
COUNTY OF 3a~ )
Ttus instrument was acknowledged before me on the Il~1 day of ~/~w/~? ,2001 by ~
~lred, President of Hunt Propentes, Inc, a Texas corporaUon, as manager for Denton Crossing
GP, LLC, a Texas hm~ted habfl~ty company, as general panner of Denton Crossing Partners,
Ltd, a Texas hinted pmnershp, on behalf of smd hm~ted pannershp
~ ":,""4:.."'"'"" JOAN, MSTEPHE"S ~ Nota~P~hc, ma~d~theStateoFTexas
EXHIBIT "A"
THE "PUBLIC PARTICIPATION ITEMS"
Denton Crossing Partners, Ltd
Chapter 380 Esttmated Costs Eligible for Reimbursement
Category Cost
Site Work $794,924
Wetlands IVat~gataon 45,500
Dratnage Improvements 493 350
Grading - Pond Dratn& Fill (404 Penmt) 289,894
Bnnker Road (Includes Ut~ht~es) 586,650
Spencer Road (Includes Ut~httes) - Contribution to C~ty Project 701,500
Loop 288 Utiht~es (Relocation & Upgrade) 500,700
S~gnahzatlon Upgrades on Loop 288 ~ Bnnker and Spencer 40,000
Impact Fees (Water & Sewer) 600,000
Engmeenng & Contingency for Road & Utility Improvements 230,684
AppmlsaI 15,000
Legal 250,000
Arctutectural 400,000
Replatt~ng 25,000
Survey 50,000
Envlromnental 5,000
Geoteclmmal 25,000
Constmctaon Testtngflnspectlon 100,000
Title & Closing 125,000
Harmon Corem on Hudspeth 17,923
Construction Interest (Land, Hard & Soft Costs) 1,853,875
Property Taxes Dunng Constmcuon 100,000
Total $7,250,000
11
t~989 0028L
EXHIBIT "B"
THE "PROPERTY"
12
Hunt Properties Mary L Ausbn, Survey, A-4
54 13 Acres J S Taft Survey, A-1256
STATE OF TEXAS §
COUNTY OF DENTON §
BEING a 54 13-acre tract of land situated ~n both the Mary Ausbn Survey, Abstract No 4
and the J S Taft Survey, Abstract No 1256, Denton County, Texas, and consisting of the
following tracts of land 1) Lot 1, Block A, of the Lone Star Par 3 Addition as recorded in
Cabinet 1, Shde 277, Deed Records, Denton County, Texas, 2) a 5 08-acre tract of land
conveyed to Roy Dean and w~fe, Patsy Smith, by deed dated January 8, 1963, and
recorded In Volume 489, Page 92, of the Deed Records of Denton County, Texas, 3) a
0 82-acre tract of land conveyed to Orval L Allison and w~fe, Manlyn Allison by deed dated
August 21, 1968, and recorded m Volume 571, Page 486 of the Deed Records, Denton
County, Texas, 4) a 0 99-acre tract of land descnbed as the F~rst Tract conveyed to Mark A
Kuhn by deed dated August 14, 1998, and recorded ~n Volume 4163, Page 680, Deed
Records of Denton County, Texas, 5) a 6 8-acre tract of land described as the Second Tract
conveyed to Mark A Kuhn by deed dated August 14, 1998, and recorded in Volume 4163,
Page 680, Deed Records of Denton County, Texas, being that same tract of land conveyed
to Bapbst Foundabon of Texas by deed recorded in Volume 4163, Page 674, Deed Records
of Denton County, Texas, 6) a 0 68-acre tract of land conveyed to Doris M Shifter and
William P Schwe~tzer by deed recorded ~n Volume 1129, Page 61, Deed Records of Denton
County, Texas, 7) a 0 51-acre tract of land conveyed to Wdl~am D Schwe~tzer by deed
recorded m County Clerk's Fda No 95R-0080326, Deed Records of Denton County, Texas,
8) a 0 50-acre tract of land conveyed to J Hudspeth and w~fe, Doris Hudspeth by deed
recorded In Volume 1708, Page 661 of the Deed Records, Denton County, Texas, 9) a
1 96-acre tract of land conveyed to J Hudspeth and wife, Dons M Hudspeth by deed
recorded ~n Volume 1492, Page 129 of the Deed Records of Denton County, Texas, said
54 13 acres being more particularly described as follows with the bas~s of beanng being the
northeasterly hne of Spencer Road as it intersects the northwesterly right-of-way I~ne of
State H~ghway 288, being called North 74°36'30" West, in Volume 1492, Page 129 of the
Deed Records, Denton County, Texas
BEGINNING at a 1/2-tach ~ron rod found for the southwest corner of Lot 1, Block A, of the
Lone 8tar Par 3 Addition, also being the southeast corner of Waterford at Spencer Oaks
Add~bon, an addition to the C~ty of Denton, Denton County, Texas as recorded m Cabinet N,
Page 221-223, of the Plat Records, Denton County, Texas, also being ~n the northwesterly
right-of-way line of State H~ghway Loop 288 (variable w~dth nght-of-way),
THENCE, North 00°13'40'' West, leawng the northwesterly right-of-way hne of sa~d State
H~ghway 288, w~th the common line of sa~d Lone Star Par 3 Add~bon, Waterford at Spencer
Oaks Add~bon and two tracts of land conveyed to Charles E Badey as recorded ~n Volume
4083, Page 1299, Deed Records, Denton County, Texas, a d~stance of 1679 76 feet, to a
l/2qnch iron rod found for the northwest corner of the sa~d Lone Star Par 3 Addition, also
being in the south right-of-way hne of Spencer Road, (55-foot right-of-way at th~s point),
THENCE, South 88°03'04" East, leawng the east line of the said Ba~ley tracts, w~th the
south right-of-way hne of sa~d Spencer Road, a d~stance of 1125 52 feet, to a l/2-~nch iron
rod found for the northeast corner of the sa~d Lone Star par 3 Add~bon, also being the
northwest corner of a tract of land conveyed to Lone Star Gas, as recorded m Volume 410,
page 455, Deed Records, Denton County, Texas,
Hunt Properties Mary L Austin, Survey, A-4
54 11 Acres J S Taft Survey, A-1256
THENCE, South 02°10'48" West, leawng the south nght-of-way hne of smd Spencer Road,
w~th the west I~ne of the said Lone Star Gas tract, a d~stance of 144 97 feet, to a l/2-~nch
~ron rod found for corner, also being the most westerly north corner of a tract conveyed to
Roy Dean and Patsy Smith, as recorded in Volume 489, Page 92, Deed Records, Denton
County, Texas,
THENCE, South 88°01'49'' East, with the south hne of smd Lone Star Gas Co tract, a
d~stance of 50 43 feet to a 1/2-tach ~ron rod marking the southeast corner of smd Lone Star
Gas Co tract,
THENCE, North 02°03'00'' East, w~th the east hne of sa~d Lone Star Gas Co tract, a
d~stance of 145 51 feet to a l/2~~nch ~ron rod marking the northern most northwest corner of
sa~d Roy Dean and Patsy Smith tract of land, sa~d point being ~n the south right-of-way I~ne
of Spencer Road,
THENCE, South 88°35'12'' East, w~th the south right-of-way hne of Spencer Road and north
line of smd Roy Dean and Patsy Smith tract, a distance of 259 91 feet to a l/2-~nch ~ron rod
found for the northeast corner of said Roy Dean and Patsy Smith Tract,
THENCE, North 00°42'30'' West, leawng the south right-of-way hne of sa~d Spencer Road, a
d~stance of 51 64 feet, to a 1/2-~nch ~ron rod found for corner ~n the north nght-of-way hne of
smd Spencer Road, also being the northwest comer of the smd Doris M Sh~flet and Wdl~am
D Schwe~tzer tract, recorded ~n Volume 1129, Page 61, Deed Records, Denton County,
Texas,
THENCE, South 88°33'38'. East, conbnu~ng w~th the north r~ght-of-way I~ne of sa~d Spencer
Road, a distance of 139 74 feet, to a 3/8-~nch ~ron rod found for corner, from which a 3~8-
~nch iron rod found m the south r~ght-of-way of smd Spencer Road, beam South 00°13'09"
East, a distance of 51 79 feet,
THENCE, South 88°12'54'' East, conbnu~ng w~th the north r~ght-of-way hne of smd Spencer
Road, a d~stance of 216 64 feet, to a 3/4-~nch ~ron rod found for corner,
THENCE, South 86°53'07'' East, continuing w~th the north right-of-way I~ne of Spencer
Road, a d~stance of 257 31 feet, to a 3/4-inch ~ron rod found for corner,
THENCE, South 74°36'30'' East, conbnu~ng w~th the north nght-of-way hne of Spencer road,
a d~stance of 247 19 feet, to a l/2-~nch ~ron rod found for corner ~n the northwesterly right-of-
way line of State Highway 288,
THENCE, South 29°41'00" West, leawng the north right-of-way line of sa~d Spencer Road,
and w~th the northwest nght-of-way I~ne of sa~d State H~ghway 288, a d~stance of 59 86 feet
to a brass right-of-way monument found for corner,
002.87
Hunt Properties Mary L Austin, Survey, A-4
54 11 Acres J S Taft Survey, A-1256
THENCE, South 19°53'05" East, continuing with the northwest nght-of-way I~ne of sa~d State
Highway 288, a d~stance of 55 59 feet to a 5/8-~nch ~ron rod (with yellow cap stamped
"Cotton Surveying") set for corner from which a wood h~ghway monument bears South
19053'05'' East, 0 93 feet, sa~d ~ron rod also being the point of begmmng of a non-tangent
curve to the right, hawng a radius of 2804 93 feet, a chord bearing South 44"05'54" West,
and a chord d~stance of 772 44 feet,
THENCE, southwesterly w~th the northwesterly right-of-way of State Highway 288 along
sa~d curve to the right, passing at 90 66 feet a found 2-tach ~ron pipe marking the
southeastern corner of that certain tract of land conveyed to J Hudspeth and w~fe, Dons
Dudspeth by deed recorded m Volume 1492, Page 129 of the Deed Records of Denton
County, Texas, a total arc d~stance of 774 90 feet, to a brass right-of-way monument found
for corner,
THENCE, South 58"29'42" West, continuing w~th the northwesterly nght-of-way hne of State
Highway 288, a distance of 195 86 feet, to a brass nght-of-way monument found for corner,
being the beginning of a curve to the right, having a radius of 2789 93, a chord bearing of
South 58°13'22" West, and a chord d~stance of 213 44 feet,
THENCE, southwesterly w~th the northwesterly nght-of-way of State H~ghway 288 along
sa~d Curve to the right, a total arc d~stance of 213 49 feet to a brass nght-of-way monument
found for corner,
THENCE, South 60°43'30'' West, conbnumg w~th the northwesterly nght-of-way hne of State
Highway 288, a d~stance of 302 44 feet, to a 5/8-~nch Iron rod found for the southwest
corner of a tract of land conveyed to Orval All,son, as recorded m Volume 571, Page 488,
Deed Records, Denton County, Texas
THENCE, South 60°23'32" West, continuing with the northwesterly nght-of-way hne of State
Highway 288, a d~stance of 673 15 feet to a found 1/2-tach ~ron rod,
THENCE, South 65°38'34" West, along the sa~d north nght-of-way hne, a d~stance of 585 32
feet to the POINT OF BEGINNING, CONTAINING 54 13 acres of land m Denton County,
Texas
DECEMBER 3, 2001
I DOCS\ENG\CPC\DALLAS~HUNT PROPERTIES
N 0013'40" W 1679
EXHIBIT C
I.~ 989 00291
DEC 2 1 2001
Filed for Record in
DENTON COUNTY. TX
CYNTHIA MITCHELL, COUNTY CLERK
On Dec 21 2001
A[ 10 19am
Receipt # 64396
Recording 37 00
Doc/Mgmt 6 00
Doc/Num 2001-R0138262
Doc/Type AGR
Deputy -Jennifer
ESTOPPEL CERTIFICATE
__Please refer to the Economic Development Program Grant Agreement (the "Grant
Agreement") described in EXHIBIT A attached hereto. ORIX HUNT DENTON VENTURE,
successor-in-interest to Denton Crossing Partners, Ltd. with regard to the Grant Agreement ("Orix
Hunt"), the owner of Property (as defined in the Grant Agreement and herein so called) containing
thereon a retail shopping facility known as DENTON CROSSING, is in the process of selling the
Property to Inland Real Estate Acquisitions, Inc. ("Inland"). The City of Denton (the "City"),
as a party to the Grant Agreement, does hereby certify to Inland and its successors and assigns, that
as of the date hereof:
1. The Grant Agreement is in full force and effect and has not been amended or
modified since its original execution, except as set forth on attached EXItlBIT A; and no other
agreements or understandings exist between Orix Hunt and the City with respect thereto.
2. No controversy presently exists between Orix Hunt and the City relating to the Grant
Agreement, including any litigation or arbitration, concerning the Property, the Grant Agreement,
or the performance of the terms thereof or any other matter; and, to the best of the City's knowledge,
no violations or defaults exist under the Grant Agreement. More specifically, without limitation,
Substantial Completion of the Improvements (as defmed in the Grant Agreement) has occurred.
3. The Actual Cost of the Public Participation Items (both as defined in the Grant
Agreement) currently equals or exceeds $7,250,000.00.
4. Orix Hunt has paid to the City the entirety of the required amount due and owing by
Orix Hunt to the City for the Spencer Road Improvements (as defined in the Grant Agreement).
,~ ~IN~WlT~XlESS WHEREOF, the City has duly executed this Estoppel Certificate this ~ day
of?f::~t.lt/~,tCq.,, , 2004.
!
TIlE CITY:
THE CITY OF DENTON, TEXAS
APPROVED AS TO FORM:
CITY ATTORNEY /
By:CITY"'~I'I~~OF D ON, EX, AS
EXHIBIT A
Economic Development Program Grant Agreement with Denton Crossing Partners,
Ltd., dated effective as of November 27, 2001, by and between Denton Crossing
Partners, Ltd., and the City of Denton, and recorded in Volume 4989, Page 274, Real
Property Records, Denton County, Texas, as amended by Amendment to Economic
Development Program Grant Agreement, by and between Orix Hunt Denton Venture
and the City of Demon, dated January 21, 2003, and recorded in Volume 5256, Page
1689, Real Property Records, Denton County, Texas.
ESTOPPEL CERTIFICATE - PAGE 2
ESTOPPEL CERTIFICATE
(Section 380 Agreement)
TO:
Inland Real Estate Acquisitions, Inc., its lenders, successors and assigns
Inland Western Denton Limited Partnership, an Illinois limited partnership, its lenders,
successors and assigns
2901 Butterfield Road
Oak Brook, Illinois 60523
Economic Development Program Grant Agreement with Denton Crossing Partners, Ltd.,
dated November 27, 2001, and recorded on recorded December 21, 2001, at Volume
4989, Page 274; Assignment of Economic Development Program Grant Agreement dated
September 11, 2002 and recorded January 22, 2003 at Volume 5170, Page 84; and
Amendment to Economic Development Program Grant Agreement dated January 21,
2003 and recorded January 22, 2003, at Volume 5256, page 1689 (collectively, the
"Section 380 Agreement")
Ladies and Gentlemen:
The following statements are made with the knowledge that Inland Real Estate
Acquisitions, Inc. and Inland Western Denton Limited Partnership and their respective
successors and assigns (individually and collectively, as applicable, "Purchaser"), and their
respective lenders and/or investors, are relying on them in connection with the acquisition and
financing of the certain property encumbered by the Section 380 Agreement by Purchaser and
Purchaser and its respective lenders, successors, assigns and successor owners of such property
may rely on such statements for that purpose.
The undersigned hereby certifies, represents, warrants, covenants and agrees as follows:
1. The undersigned is a party to the Section 380 Agreement.
2. To our knowledge, there have been no assignments, amendments, modifications,
revisions or supplements to the Section 380 Agreement except as stated above.
3. The Section 380 Agreement is in good standing and in full force and effect.
4. No parties to the Section 380 Agreement (or properties benefited and/or burdened
by the Section 380 Agreement) are in default under the Section 380 Agreement beyond any
applicable cure period, and no event has occurred which, with the giving of notice or passage of
time, or both, could result in such default.
Chapter 380 - Estoppel. DOC
5. As of the date of this estoppel certificate, there is no dispute or litigation between
or among any of the parties to the Section 380 Agreement or properties benefited and/or
burdened by the Section 380 Agreement.
EXECUTED as ofthe '~). day o~"~b~, 2004.
c=
APPROVED AS TO FORM:
CITY ATTORNE~
60938-1
ORIX HUNT DENTON VENTURE
100 NORTH RIVERSIDE PLAZA
SUITE 1400
CHICAGO, ILLINOIS 60606
April8,2005
The City of Denton, Texas
c/o City Manager
215 E. McKinney
Denton, Texas 76201
Economic Development Program Grant Agreement, dated as of November
27, 2001 (as amended by letter of June 16, 2003, the "Agreement"), by and
between the City of Denton, a Texas municipal corporation (the "City"), and
Denton Crossing Partners, Ltd., a Texas limited partnership ("DCP"), as
"Grantee" thereunder, and recorded with the Clerk of Denton County, Texas
at Volume 4989, Page 274; and with all of the rights, title and interest of
DCP as "Grantee" thereunder having been assigned to Orix Hunt Denton
Venture, an Illinois general partnership ("Orix Hunt") pursuant to that
certain Assignment of Economic Development Grant Agreement, dated
September 11, 2002, by and between DCP, as "Assignee", and ORIX Hunt,
as "Assignor", and recorded with the Clerk of Denton County, Texas, at
Volume 5170, Page 84
Ladies and Gentlemen:
Tenant Occupancy (as defined in the Agreement) has on or before the date hereof been achieved,
and, thus, pursuant to Section 3 of the Agreement, please consider this the election of Orix Hunt to designate
June 1, 2005, to be the Program Effective Date (as defined in the Agreement).
Please contact Orix Hunt with any questions or comments you might have, or in the event further
information is necessary from us. Otherwise, please sign in the appropriate space below indicating the
agreement of the City to this designation of Program Effective Date.
Very truly yours,
ORIX HUNT DENTON VENTURE, an Illinois general
partnership
By:
Orix Denton Limited Parmership, an Illinois limited
partnership, Responsible Partner for Administration
By: Orix Power Center Denton, LLC, General Partner
By:
Orix Real Estate Equities, Inc., Managing
Member
By:
Name:
Title:
The City of Denton, Texas
April 8, 2005
Page 2
Agreed this ¢ day of C~ , 2005
CITY OF DENTON, TEXAS
EULINE BROCK, Mayor