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HomeMy WebLinkAboutContract 50770 X3910 r r r� lb" �� CITY SECRETARY�c FINANCING AGREEMENT CONTMACTNO. r t'' 2. AND �� , r1R`�NroAZN � ILK ;�CR�pav LIMITED AMENDMENT TO PID REIMBURSEMENT AGREEMENT City of Fort Worth/Rock Creek Ranch/ Chisholm Trail Ranch—Brewer Road Project THIS FINANCING AGREEMENT AND LIMITED AMENDMENT TO PID REIMBURSEMENT AGREEMENT (this "Agreement") is entered into as of lVlq V, 2018, by and among Walton Development & Management TX, LLC, a Delaware limited liability company (the "Developer"), WM Sub CTR, LP, a Texas limited partnership ("WM CTR" and, collectively with the Developer, the "Walton Entities"), and the City of Fort Worth, a home rule municipality (the "City"). The Developer, WM CTR, and the City are individually referred to as a "Party" and collectively as the "Parties". Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Memorandum of Understanding dated August 1, 2017 and attached hereto as Exhibit A (the "MOU'). RECITALS: WHEREAS, Rock Creek Ranch is a planned residential and mixed-use project of approximately 1,755.613 acres within the City and owned by certain affiliates of Walton International Group (USA), Inc., an Arizona corporation ("Walton USA"); and WHEREAS, on December 13, 2016, the City Council of the City passed and approved Resolution No. 4724-12-2016 creating the City of Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) encompassing Rock Creek Ranch (the "District") for the purpose of financing certain infrastructure to benefit property within the District; and WHEREAS, the District is divided into an Eastern Improvement Area and a Western Improvement Area (as such terms are defined in the Service and Assessment Plan, defined below); and WHEREAS, the owners of Rock Creek Ranch have engaged the Developer to perform certain preliminary development and concept planning services; and WHEREAS, the City and the Developer previously entered into the PID Reimbursement Agreement, attached hereto as Exhibit B, which agreement provided for the reimbursement of certain costs from assessment revenues levied within the District, or from bonds issued and secured by the same; and WHEREAS, on August 15, 2017, the City approved the Service and Assessment Plan (as defined below), levying the Major Improvement Special Assessments on the Eastern Improvement Area and Western Improvement Area of the District (as such terms are defined in the Service and Assessment Plan); and Financing Agreement Page 1 of 34 WHEREAS, on September 14, 2017, the City delivered its Major Improvement Bonds (as defined below) for the purpose of financing certain water and sewer infrastructure to benefit property within the District; and WHEREAS, the Major Improvement Bonds were the first issuance of bonds by the City secured by assessments levied within the District; and WHEREAS, the City, the Developer, and WM CTR have determined that construction of a road to be known as "Brewer Road" (the "Brewer Road Project") is necessary to manage the anticipated growth of the City, including the estimated growth related to Chisholm Trail Ranch (as defined below) and, eventually, the District, and WHEREAS, Brewer Road will initially be constructed as a two-lane road but is planned to ultimately be expanded into a four-lane divided road; and WHEREAS, the Brewer Road Project includes roadway improvements inside and outside of the District, and WHEREAS, "Chisholm Trail Ranch" is a master-planned and mixed-use development of approximately 600 acres within the City located to the north of the District, the single-family residential portion of which is owned by WM CTR, an affiliate of Walton USA: and WHEREAS, WM CTR engaged the Developer to cause the development of newly platted single-family lots within Chisholm Trail Ranch for the purpose of delivering developed lots under the terms of certain lot sale agreements between WM CTR and homebuilders; and WHEREAS, the City, the Developer, and WM CTR have worked collaboratively to determine certain infrastructure needs to serve the District, Chisholm Trail Ranch, and the greater needs of the City; and WHEREAS, the City contemplates issuing a second series of bonds secured by certain assessments levied in the District (the "Roadway Improvement Bonds," as defined below), for the purpose of financing a portion of the Brewer Road Project benefitting the District; and WHEREAS, the City contemplates contributing an additional amount from lawfully available funds, which may consist of proceeds from sale of a series of obligations secured by the ad valorem taxes of the City, (the "City Contribution," as defined below) to finance a portion of the Brewer Road Project inside and outside the boundaries of the District; and WHEREAS, the Walton Entities intend to cash-fund contributions for portions of the Brewer Road Project that benefit the non-assessed University Property (as defined in the Service and Assessment Plan) within the District (the "University Property Contribution," as defined below), and the Chisholm Trail Ranch outside the District (the "Chisholm Trail Contribution"); and WHEREAS, the City expects that the funds necessary to fund the Brewer Road Project will be available concurrently; and Financing Agreement Page 2 of 34 WHEREAS, the Parties previously entered into the MOU for the purpose of providing a basic, non-binding framework for the construction and financing of the Brewer Road Project; and WHEREAS, the Parties are entering into this Agreement for the purpose of updating and finalizing certain estimated costs set forth in the MOU, and to provide a binding agreement with respect to the sharing of such costs; and WHEREAS, City and the Developer desire to amend the PID Reimbursement Agreement for the limited purposes set forth herein; and NOW THEREFORE, the Parties hereby agree as follows: ARTICLE 1 DEFINITIONS Section 1.01 "Agreement" has the meaning set forth in the introductory paragraph. Section 1.02 "Appraisal" has the meaning set forth in Section 4.05(a). Section 1.03 "Brewer Road Project" has the meaning set forth in the recitals. Section 1.04 "Certificate for Payment"has the meaning set forth in Section 4.03(b). Section 1.05 "Certificate for Payment: Intra-District Costs" has the meaning set forth in Section 4.03(a). Section 1.06 "Certificate for Payment: Outside-District Costs" has the meaning set forth in Section 4.03(b). Section 1.07 "City" means the City of Fort Worth, Texas, a home rule municipality. Section 1.08 "Chisholm Trail Contribution"has the meaning set forth in Section 3.01(b)(1). Section 1.09 "Chisholm Trail Property Improvement Account" is defined in the Indenture. Section 1.10 "Chisholm Trail Ranch"has the meaning set forth in the recitals. Section 1.11 "Chisholm Trail Ranch Costs"has the meaning set forth in Section 3.01(b)(1). Section 1.12 "City Contribution"has the meaning set forth in Section 3.02. Section 1.13 "City Contribution: Intra-District" has the meaning set forth in Section 3.01(a)(2)A. Section 1.14 "City Contribution: Outside-District" has the meaning set forth in Section 3.01(b)(2). Section 1.15 "Closing Disbursement Request"has the meaning set forth in Section 4.03. Financing Agreement Page 3 of 34 Section 1.16 "Developer" means Walton Development & Management TX, LLC, a Delaware limited liability company. Section 1.17 "District Project Management Amount" has the meanings set forth in Section 3.01(a)(2)B.i. Section 1.18 "Developer Consultant Amount" has the meaning set forth in Section 4.05(b). Section 1.19 "District" means City of Fort Worth Public Improvement District No. 17 (Rock Creek Ranch). Section 1.20 "District Developer Consultant Amount" has the meaning set forth in Section 3.01(a)(2)B.1i.2. Section 1.21 "District ROW Acquisition Amount" has the meaning set forth in Section 3.01(a)(2)B.ii. Section 1.22 "Estimated Total Cost" has the meaning set forth in Section 2.02. Section 1.23 "General City Road Costs" has the meaning set forth in Section 3.01(b)(2). Section 1.24 "Gross Roadway Improvement Bond Contribution" has the meaning set forth in Section 3.01(a)(2)B. Section 1.25 "Indenture" means that certain Indenture entered into between the City and the Trustee with respect to the Roadway Improvement Bonds. Section 1.26 "Intra-District Costs" means the Brewer Road Project costs for roadway improvements inside the District, including (a) the PID Costs to be funded by (1) the Gross Roadway Improvement Bond Contribution, and (2) the City Contribution: Intra-PID, and (b) the costs of the University Roadway Improvements (as defined in the Service and Assessment Plan) to be funded by the University Property Contribution. Section 1.27 "Major Improvement Bonds" means the Special Assessment Revenue Bonds, Series 2017 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Major Improvement Project), in the aggregate principal amount of$12,685,000. Section 1.28 "MOU'has the meaning set forth in the introductory paragraph. Section 1.29 "Outside-District Costs" means the Brewer Road Project costs for the Outside- District Roadway Improvements, to be funded by (a) the City Contribution: Outside-District, and (b) the Chisholm Trail Contribution. Section 1.30 "Outside-District Roadway Improvements" is defined in the Indenture, and means that portion of the Brewer Road Project outside of the District. Financing Agreement Page 4 of 34 Section 1.31 "PID Costs" are described in Section 3.01(a), and mean the Actual Costs of the Roadway Improvements (as such terms are defined in the Service and Assessment Plan) benefiting the District. Section 1.32 "PID Reimbursement Agreement" means that certain PID Reimbursement Agreement — Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) entered into by and between the City and the Developer attached hereto as Exhibit B. Section 1.33 "Project Management Fee" has the definition set forth in the Service and Assessment Plan. Section 1.34 "Project Management Amount" has the meaning set forth in Section 4.05(c). Section 1.35 "Roadway Improvements" is defined in the Service and Assessment Plan. Section 1.36 "Roadway Improvement Account"has the meaning set forth in the Indenture. Section 1.37 "Roadway Improvement Bonds" is defined in the Service and Assessment Plan. Section 1.38 "ROWAcquisitionAmount" has the meaning set forth in Section 3.01(a)(2)13.ii. Section 1.39 "Service and Assessment Plan" means that Service and Assessment Plan of the District approved by the City Council on August 15, 2017 pursuant to Ordinance No. 22832-08-2017, as updated from time to time. Section 1.40 "Trustee" means the Trustee under the Indenture. Section 1.41 "University Developer Consultant Amount" has the meaning set forth in Section 3.01(a)(1)B. Section 1.42 "University Project Management Amount" has the meaning set forth in Section 3.01(a)(1)A. Section 1.43 "University Project Management Account" is defined in the Indenture. Section 1.44 "University Property" is defined in the Service and Assessment Plan. Section 1.45 "University Property Contribution" has the meaning set forth in Section 3.01(a)(1). Section 1.46 "University Property Costs" has the meaning set forth in Section 3.01(a). Section 1.47 "University Roadway Improvements" is defined in the Service and Assessment Plan. Section 1.48 "University Property Improvement Account" is defined in the Indenture. Financing Agreement Page 5 of 34 Section 1.49 "University ROW Acquisition Amount" has the meaning set forth in Section 3.01(a)(1)B. Section 1.50 "Walton Entities"means, collectively,the Developer and WM CTR. Section 1.51 "Walton USA" means Walton International Group (USA), Inc., an Arizona corporation. Section 1.52 "WM CTR" means WM Sub CTR, LP, a Texas limited partnership. ARTICLE 2 GENERAL SCOPE; ESTIMATED COST Section 2.01 The Brewer Road Project consists of construction of approximately 10,200 linear feet of Brewer Road through the Western Improvement Area of the District as a two-lane road for the benefit of such property and the University Roadway Improvements for the benefit of the University Property, as well as construction of portions of Brewer Road outside of the District to serve Chisholm Trail Ranch and the City. The current plans for the alignment of the Brewer Road Project as prepared by Goodwin and Marshall, Inc., are attached as Schedule I, such plans have not received final approval from the City and are included for illustration purposes only. Section 2.02 The estimated and updated total cost of the Brewer Road Project, excluding financing costs which may include costs associated with the issuance of bonds, notes or other obligations by the City, is $9,464,235.25 (the "Estimated Total Cost"). The Estimated Total Cost includes the Intra-District Costs and the Outside-District Costs. ARTICLE 3 PROJECT FINANCING Section 3.01 The Estimated Total Cost is to be paid as follows: (a) Intra-District Costs: The Intra-District Costs are estimated to be $7,589,639.14 and include (i) the costs of the Roadway Improvements benefiting the property within the District (the "PID Costs"), and (ii) the cost of the University Roadway Improvements benefitting the University Property (the "University Property Costs"). The Intra-District Costs are to be paid as follows: (1) University Property Costs. An amount equal to $657,992.50 is to be deposited with the Trustee by the Developer for the payment of costs associated with the benefit to the non-assessed University Property within the District (the "University Property Contribution"). University Property Costs are payable from the University Property Contribution as follows: A. $7,885.54 is to be deposited to the University Project Management Account under the Indenture for the payment of Project Management Fees allocable to the University Property (the "University Project Management Amount"); Financing Agreement Page 6 of 34 B. $650,106.96 is to be deposited to the University Property Improvement Account under the Indenture and applied as follows: i. Up to $32,511.06 is to be applied to the payment, at or following closing, of the acquisition costs of a certain right-of- way allocable to the University (the "University ROW Acquisition Amount"), subject to the Section 4.05(a); ii. $13,004.42 is to be applied to the payment, at or immediately following closing, of certain of the Developer's consultant fees allocable to the University (the "University Developer Consultant Amount"); and iii. the balance of the University Property Contribution after subtracting the University Project Management Amount, the University ROW Acquisition Amount and the University Developer Consultant Amount (estimated to be $604,591.48), is to be applied to the payment of all remaining University Roadway Improvements. (2) PID Costs: The PID Costs are payable as follows: A. An amount up to $3,184,545.83, payable from the City Contribution (as defined below) pursuant to the terms of Section 3.02 below to pay a portion of the PID Costs (the "City Contribution: Intra- District"). B. An amount equal to $3,747,100.81, payable from a portion of the proceeds of the Roadway Improvement Bonds (the "Gross Roadway Improvement Bond Contribution") and subject to the successful delivery thereof, is to be deposited with the Trustee by or at the direction of the City to pay the PID Costs. PID Costs are payable from the Gross Roadway Improvement Bond Contribution as follows: i. $83,070.46 is to be deposited to the District Project Management Account under the Indenture for the payment of Project Management Fees allocable to the District (the "District Project Management Amount"); ii. $3,664,030.35 is to be deposited to the Roadway Improvement Account under the Indenture and to be applied as follows: 1. Up to $342,488.94 is to be applied to the payment, at or following closing, of the acquisition costs of a certain right-of-way allocable to the District (the "District ROW Acquisition Amount"), subject to the Section 4.05(a); Financing Agreement Page 7 of 34 2. $136,995.58 is to be applied to the payment, at or immediately following closing, of certain of the Developer's consultant fees allocable to the District (the "District Developer Consultant Amount"); and 3. the balance of the Gross Roadway Improvement Bond Contribution after subtracting the District Project Management Amount, the District ROW Acquisition Amount and the District Developer Consultant Amount, (estimated to be $3,184,545.83) is to be applied to the payment of remaining PID Costs. (b) Outside-District Costs: The Outside-District Costs are estimated to be $1,874,596.11, and include the costs of those portions of the Brewer Road Project outside of the District (the "Outside-District Roadway Improvements") (i) benefitting the Chisholm Trail Ranch (the "Chisholm Trail Ranch Costs"), and (ii) benefitting the City, generally ("General City Road Costs"). (1) Chisholm Trail Ranch Costs: An amount equal to $635,002.31 is to be deposited to the Chisholm Trail Property Improvement Account under the Indenture by or on behalf of WM CTR for the payment of the Chisholm Trail Ranch Costs outside the District (the "Chisholm Trail Contribution"). (2) General City Road Costs: An amount up to $1,239,593.79, payable from the City Contribution (as defined below) pursuant to the terms of Section 3.02 below for the payment of General City Road Costs outside the District (the "City Contribution: Outside-District"). Section 3.02 City Contribution. An amount up to $4,424,139.62, which is equal to the sum of the amounts set forth in Sections 3.01(a)(2)A and 3.01(b)(2) above (the City Contribution: Intra- District and the City Contribution: Outside-District are referred to collectively herein as the "City Contribution"), is to be paid by the City to the Developer or its designee from lawfully available funds for disbursement pursuant to the terms of this Agreement and the PID Reimbursement Agreement. No portion of the City Contribution will be deposited under the Indenture or pledged for the benefit of the any bondholders under the Indenture. It is anticipated that the City Contribution will be paid from lawfully appropriated funds of the City and/or the proceeds of a series of tax notes to be issued by the City. Upon the issuance of tax notes, the proceeds therefrom applicable to the City Contribution will be held in a separate account of the City for the sole purpose of making the payments described hereunder, with such subaccounts as the City in its sole discretion deems desirable or appropriate for the purpose of accounting for the City Contribution (including the City Contribution: Intra-District, and the City Contribution: Outside- District). Following approval of the applicable Certificate for Payment, the City will disburse approved amounts directly to the Developer or the designated payee. Section 3.03 The Gross Roadway Improvement Bond Contribution is to be deposited under the Indenture on the date of closing of the Roadway Improvement Bonds. Amounts equal to the University Property Contribution and to the Chisholm Trail Contribution are to be deposited Financing Agreement Page 8 of 34 under the Indenture no later than three (3) business days prior to the scheduled closing date of the Roadway Improvement Bonds. ARTICLE 4 ACCOUNTING; DISBURSEMENT; COST OVERRUNS; SAVINGS Section 4.01 Accounting. The Walton Entities shall account separately for the Intra-District Costs and the Outside-District Costs. Section 4.02 Closing Disbursements. The Closing Disbursement Request to be provided by the Developer no less than five (5) business days prior to the scheduled closing date for the Roadway Improvement Bonds pursuant to Section 3.4 of the PID Reimbursement Agreement shall be in the form attached hereto as Exhibit C (the "Closing Disbursement Request"). Section 4.03 Additional Disbursements; Certificate for Pam. Each Certificate for Payment to be delivered by the Developer pursuant to Section 3.4 of the PID Reimbursement Agreement shall be: (a) For Intra-District Costs, in the form attached hereto as Exhibit D-1 (the "Certificate for Payment:Intra-District Costs"); and (b) For Outside-District Costs, in the form attached hereto as Exhibit D-2 (the "Certificate for Payment: Outside-District Costs" and, collectively with the Certificate for Payment: Intra-District Costs, the "Certificate for Payment"). Section 4.04 Procedures; Final Determination; City Representative. The Certificate for Payment submission, review and approval provisions of Section 3.4 of the PID Reimbursement Agreement shall continue to apply for any Certificate for Payment: Intra-District Costs, and such provisions are hereby deemed applicable and are incorporated by reference with respect to the submission of any Certificate for Payment: Outside-District Costs. In approving any Certificate for Payment, the City's determination that a Certificate for Payment complies with the terms hereof or of any other terms incorporated by reference, shall be considered final. In accordance with Section 2.16 and Section 3.4 of the PID Reimbursement Agreement, the Chief Financial Officer / Director of Financial Management Services, and any designee thereof, are hereby confirmed as the authorized City Representatives (as defined in the PID Reimbursement Agreement), responsible for approving and executing any Certificate for Payment or Closing Disbursement Request. Section 4.05 Disbursement. (a) The District ROW Acquisition Amount and the University ROW Acquisition Amount (collectively, the "ROWAcquisition Amount") are to be paid at or immediately following closing from the Roadway Improvement Account and the University Property Improvement Account, respectively. The payment of the ROW Acquisition Amount pursuant to Section 3.01(a)(1)B.i and Section 3.01(a)(2)B.ii.1 is subject to the City's receipt of a final appraisal with respect to the value of the applicable right-of-ways (the "Appraisal"). The Developer is solely responsible to the extent the acquisition costs of Financing Agreement Page 9 of 34 the applicable right-of-ways, as set forth in the Appraisal, exceed the estimated ROW Acquisition Amount ($375,000). (b) The District Developer Consultant Amount and the University Developer Consultant Amount (collectively, the "Developer Consultant Amount") are to be paid at or immediately following closing from the Roadway Improvement Account and the University Property Improvement Account, respectively. (c) The District Project Management Amount and the University Project Management Amount (collectively, the "Project Management Amount") are to be paid from the District Project Management Account and the University Project Management Account, respectively, on a pro-rata basis based upon the outstanding balances of the aforementioned accounts. The overall Project Management Amount is to be paid on a percentage completion basis, as described in the Service and Assessment Plan. (d) Each disbursement for the payment of all Intra-District Costs other than the ROW Acquisition Amount, the Developer Consultant Amount and the Project Management Amount, shall be paid as follows: (1) From the Roadway Improvement Account: 45.67% of the total requested disbursement amount, (2) From University Property Improvement Account: 8.67% of the total requested disbursement amount; and (3) From the City Contribution: Intra-District: 45.67% of the total requested disbursement amount. (e) Each disbursement for payment of the Outside-District Costs shall be paid as follows: (1) from the Chisholm Trail Property Improvement Account: 33.87% of the total requested disbursement amount; and (2) from the City Contribution: Outside-District: 66.13% of the total requested disbursement amount. Section 4.06 Savin s. The Indenture shall provide that in the event any funds remain in any account under the Indenture after the completion of all costs to be paid therefrom, (a) such funds shall be returned, in the case of the University Property Contribution and the Chisholm Trail Contribution, to the Developer and WM CTR, respectively, and (b) such funds shall be applied to the redemption of Roadway Improvement Bonds or as otherwise set forth in the Indenture, in the case of the Gross Roadway Improvement Bond Contribution. Any unexpended amounts from the City Contribution may be reallocated for any purpose deemed appropriate by the City in its sole discretion. Section 4.07 Overruns. Financing Agreement Page 10 of 34 (a) Intra-District Cost Overruns. Except for the ROW Acquisition Amount, the Project Management Amount and the Developer Consultant Amount, all Intra-District Costs overruns shall be shared by the Developer and the City on an equal basis. For the avoidance of doubt, the City will have no responsibility for any ROW Acquisition Amount, Project Management Amount or Developer Consultant Amount in excess of the amounts set forth in ARTICLE 3 above. A cost overrun shall be determined to exist in the event Intra-District Costs remain after (1) the balances of the Roadway Improvement Account and University Property Improvement Account have been reduced to $0, and (2)the aggregate City Contribution: Intra-District payments total $3,184,545.83. (b) Outside-District Cost Overruns. All Outside-District Costs overruns shall be shared by WM CTR and the City on an equal basis. A cost overrun shall be determined to exist in the event Outside-District Costs remain after (1) the Chisolm Trail Property Improvement Account balance has been reduced to $0, and (2) the aggregate City Contribution: Outside-District payments total $1,239,593.79. Section 4.08 Right-of-Way. The Right-of-Way being purchased pursuant to Section 3.01(a)(1)B.i and Section 3.01(a)(2)B.ii.1 (the "Purchased Right-of-Ways") is being purchased from affiliates of the Developer and has an appraised value of$700,000. $375,000 is being paid to the affiliates of the Developer in cash pursuant to Section 3.01(a)(1)Bd and Section 3.01(a)(2)B.ii.l. The balance of the consideration is currently intended to be paid to such affiliates of the Developer in the form of a reduction of impact fees chargeable to the Developer or its affilites in the amount equal to $325,000. ARTICLE 5 LIMITED AMENDMENT OF PID REIMBURSEMENT AGREEMENT Section 5.01 Solely with respect to the Roadway Improvement Bonds, the definitions of "Certificate for Payment" and "Closing Disbursement Request" in Section 2.13 and 2.18, respectively, of the PID Reimbursement Agreement are hereby deleted and replaced in their entirety with the following: "2.13 "Certificate for Pam" shall have the meaning assigned to it in the Financing Agreement and Limited Amendment to PID Reimbursement Agreement City of Fort Worth / Rock Creek Ranch / Chisholm Trail Ranch — Brewer Road Project, by and among the City, Walton Development & Management TX, LLC, and WM Sub CTR, LP, a Texas limited partnership (the "Financing Agreement")." "2.18 "Closing Disbursement Request" shall have the meaning assigned to it in the Financing Agreement." Section 5.02 Except as specifically set forth above, the PID Reimbursement Agreement remains in full force and effect. For the avoidance of doubt, the amendments set forth above are not applicable to the PID Reimbursement Agreement to the extent that it is applicable to the Major Improvement Bonds (as defined therein). ARTICLE 6 OBLIGATIONS LIMITED; DEFAULT Financing Agreement Page 11 of 34 Section 6.01 OBLIGATIONS LIMITED. THE OBLIGATIONS OF THE CITY UNDER THIS AGREEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES, GIVE RISE TO OR CREATE A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY OR A DEBT OR OTHER OBLIGATION OF THE CITY PAYABLE FROM ANY SOURCE OTHER THAN FROM THE ROADWAY IMPROVEMENT BOND PROCEEDS DEPOSITED TO THE APPLICABLE PROJECT FUND UNDER THE INDENTURE OR FROM THE CITY CONTRIBUTION OF FUNDS LAWFULLY AVAILABLE AND APPROPRIATED FOR THE PURPOSES SET FORTH UNDER THIS AGREEMENT. NONE OF THE CITY OR ANY OF ITS ELECTED OR APPOINTED OFFICIALS OR ANY OF ITS OFFICERS, EMPLOYEES, CONSULTANTS OR REPRESENTATIVES SHALL INCUR ANY LIABILITY HEREUNDER TO THE WALTON ENTITIES OR ANY OTHER PARTY IN THEIR INDIVIDUAL CAPACITIES BY REASON OF THIS AGREEMENT OR THEIR ACTS OR OMISSIONS UNDER THIS AGREEMENT. Section 6.02 Any failure by the Developer to perform an obligation imposed on it by this Agreement shall constitute a"Default" under the PID Reimbursement Agreement, as that term is defined therein. ARTICLE 7 MISCELLANEOUS Section 7.01 Term. This Agreement shall terminate upon the date on which a final Certificate for Payment is submitted under the Indenture. Section 7.02 Severability. The Parties acknowledge and agree that if any part, term or provision of this Agreement is determined by the courts to be invalid, illegal or in conflict with any law of the State of Texas, the validity of the remaining portions or provisions shall not be affected thereby. Section 7.03 Governing Law; Venue. This Agreement is entered into in the State of Texas and shall be construed and interpreted in accordance with its laws. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or attempted performance of this Agreement, venue for said action shall lie exclusively in the courts in Tarrant County, Texas. Section 7.04 Review of Counsel. The Parties acknowledge that each Party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. Section 7.05 Independent Contractor. The Parties shall operate hereunder as independent contractors, and no Party shall be considered or construed to be an officer, agent, servant, or employee of any other Party. Section 7.06 Assignment. No Party may assign this Agreement without the prior written consent of the other Parties. Financing Agreement Page 12 of 34 Section 7.07 Non-Waiver. The failure of any Party to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of that Party's right to assert or rely on any such term or right on any future occasion. Section 7.08 Governmental Powers. The Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement, including the right to assert the defense of governmental immunity. Section 7.09 Amendment; Conflicts. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the Parties. In the event of any conflict between this Agreement and any provision of the Indenture, the provisions and intent of the Indenture controls. Section 7.10 Entire Agreement. This written instrument (together with any attachments, exhibits, appendices, and documents incorporated by reference) constitutes the entire understanding between the Parties concerning this transaction, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. Section 7.11 Signature Authority. Each person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective Party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each other Party is fully entitled to rely on this warranty and representation in entering into this Agreement. Section 7.12 Counterparts. This Agreement may be executed in multiple counterparts, which, when taken together, shall be deemed one original. This Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by electronic mail with a "pdf' copy or other replicating image attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. Section 7.13 No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed to confer upon any person or entity other than the Parties any rights under or by reason of this Agreement. Section 7.14 No Boycott of Israel. The Walton Entities represent that, to the extent this Agreement constitutes a contract for goods or services within the meaning of Section 2270.002 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2270 of the Texas Government Code, and subject to applicable Federal law, neither the Walton Entities, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Walton Entities (i) boycotts Israel or (ii) will boycott Israel through the term of this agreement. The terms "boycotts Israel" and "boycott Israel" as used in this paragraph mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Financing Agreement Page 13 of 34 Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes Section 7.15 Prohibited Business Relationships. The Walton Entities represent that, to the extent this Agreement constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Subchapter F of Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, neither the Walton Entities, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Walton Entities (i) engages in business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" in this paragraph means an organization designated as a foreign terrorist organization by the United States Secretary of State as authorized by 8 U.S.C. Section 1189. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW Financing Agreement Page 14 of 34 IN WITNESS WHEREOF, the Parties have executed this Agreement in Fort Worth, Texas, to be effective as of the date first written above. CITY Or FORT VVORTH By: .g.. A,,n TeS�s� e. Assistant City Manager Approved as t Form and Legality: By: _ U (I'L- Denis C. McEI 4) Assistant City Attorney Contract Authorization: -264 Attest: By: Ai Mary J. Kayser, City Secretary y OF.FOS :O S Financing Agreement Page 15 of 34 IN WITNESS WHEREOF, the Parties have executed this Agreement in Fort Worth, Texas, to be effective as of the date first written above. WALTON DEVELOPMENT& MANAGEMENT TX,LLC a Delaware limited iiabiiity comp y, By: \�� Name: John Vick Title: President Financing Agreement Page 16 of 34 IN WITNESS WHEREOF, the Parties have executed this Agreement in Fort Worth, Texas,to be effective as of the date first written above. WM SUB CTR,LP a Texas limited partnership, By:WM Sub CTR GP,LLC a Delaware limited liability company, its General Partner By:WM Holdings OI,LLC a Delaware limited liability company its Sole Member and Manager By: Walton WMOI Investor,LLC, a Delaware limited liability company, its Manager By: WDH Management,Inc. a Delaware corporation, its Manage By: Name: John Vick Its:Vice President Financing Agreement Page 17 of 34 Exhibit A Memorandum of Understanding Financing Agreement Page 18 of 34 MEMORANDUM OF UNDERSTANDING City of Fort Worth /Rock Creek Ranch /Chisholm Trail Ranch—Brewer Road Project THIS MEMORANDUM OF UNDERSTANDING (this "MOU') is entered into as of August 1, 2017, by and between Walton Development & Management TX, LLC, a Delaware limited liability company ("WDM"), WM Sub CTR, LP, a Texas limited partnership ("WM CTR"), and the City of Fort Worth, a Texas home rule municipality (the "City"). WDM, WM CTR, and the City are individually referred to as a"Party" and collectively as the "Parties". RECITALS: WHEREAS, Rock Creek Ranch is a planned residential and mixed-use project of approximately 1,755.613 acres within the City owned by certain affiliates of Walton International Group(USA), Inc., an Arizona corporation ("Walton USA"); and WHEREAS, the owners of Rock Creek Ranch have engaged WDM to perform certain preliminary development and concept planning services; and WHEREAS, on December 13, 2016, the City Council of the City passed and approved Resolution No. 4724-12-2016 creating the City of Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) (the "District") for the purpose of financing certain infrastructure to benefit property within the District; and WHEREAS, Chisholm Trail Ranch is a master-planned and mixed-use development of approximately 600 acres within the City located to the north of Rock Creek Ranch; the single- family residential portion of which is owned by WM CTR, an affiliate of Walton USA; and WHEREAS, WM CTR engaged WDM to cause the development of newly platted single-family lots within Chisholm Trail Ranch for the purpose of delivering developed lots under the terms of certain lot sale agreements between WM CTR and homebuilders; and WHEREAS, the City, WDM, and WM CTR have worked collaboratively to determine certain infrastructure needs to serve Rock Creek Ranch, Chisholm Trail Ranch, and the greater needs of the City; and WHEREAS, the City, WDM, and WM CTR have determined that construction of a road to be known as "Brewer Road"that will initially be constructed as a two-lane road but is planned to ultimately be expanded into a four-lane divided road (the "Brewer Road Project") is necessary to manage the anticipated growth of the City, including the estimated growth related to Chisholm Trail Ranch and, eventually, Rock Creek Ranch; and 1 2180.021\64736.13 WHEREAS, the Parties acknowledge that the terms and conditions listed herein provide a basic framework for the construction and financing of the Brewer Road Project; however, such terms and conditions are not legally binding against any Party and merely serve as a memorandum of the current understanding of the Parties; and NOW THEREFORE, the City, WDM, and WM CTR agree to work cooperatively and in good faith to draft and approve future agreements and to finance and construct the Brewer Road Project in the manner set forth in this MOU. ARTICLE I GENERAL SCOPE AND ESTIMATED COST 1.01 The Brewer Road Project consists of construction of approximately 10,200 linear feet of Brewer Road through the Western Improvement Area of the District as a two-lane road for the benefit of such property, as well as construction of portions of Brewer Road outside of the District to serve Chisholm Trail Ranch and the City. The current plans for the alignment of the Brewer Road Project as prepared by Goodwin and Marshall, Inc., are attached as Exhibit A and are incorporated by reference as a part of this MOU for all purposes. Such plans have not received final approval from the City and are included for illustration purposes only. 1.02 The estimated total cost of the Brewer Road Project, excluding financing costs which may include costs associated with the issuance of bonds, notes or other obligations by the City, is $8,469,182 (the "Estimated Total Cost'). The Estimated Total Cost includes costs associated with a portion of Brewer Road within the District, as well as costs associated with a portion of Brewer Road outside of the District. ARTICLE H ANTICIPATED PROJECT FINANCING 2.01 The Parties intend for the Estimated Total Cost of the Brewer Road Project to be paid as follows: (A) an estimated $2,886,489 is anticipated to be financed through Roadway Improvement PID Bonds (as defined and for the purposes described in Section 2.02); (B) an estimated $4,059,591 is anticipated to be financed through the issuance of City Obligations (as defined and for the purposes described in Section 2.03), of which (i) $3,216,209 will finance certain Brewer Road improvements within the District, and (ii) $843,382 will finance certain Brewer Road Improvements outside of the District for the general benefit of the City; 2 2180.021\64736.13 (C) an estimated $679,720 determined to benefit the new Tarleton State University campus property within the District (the "University Property") is to be privately financed by WDM through the deposit of such funds as described in Section 2.04 below; and (D) an estimated $843,382 to pay the costs of the portion of the Brewer Road Project determined to benefit the property within Chisholm Trail Ranch (as described below) shall be privately financed by WM CTR through the deposit of such funds as described in Section 2.05 below. 2.02 PID Financing. On December 13, 2016, the City Council of the City passed and approved Resolution No. 4724-12-2016 creating the District for the purpose of financing certain infrastructure for the benefit of the property within the District. As described in the "City of Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Service and Assessment Plan" (the "SAP"), the City intends to levy assessments against the assessable property within the Eastern Improvement Area and the Western Improvement Area of the District(as such terms are defined and described in the SAP) in amounts sufficient to finance certain water and sanitary sewer improvements for the development of the property within the District and to issue City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2017 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Major Improvement Project) (the "Major Improvement PID Bonds") secured by such assessments. As further described in the SAP, within 12 months after the issuance of the Major Improvement PID Bonds, the City intends to levy separate assessments against the assessable property within the Western Improvement Area of the District in amounts sufficient to finance a portion of the Brewer Road Project that benefits such assessable property within the Western Improvement Area and to issue City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2018 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Roadway Improvement Project) (the "Roadway Improvement PID Bonds") secured by such additional assessments. It is anticipated that the net proceeds of the Roadway Improvement PID Bonds will fund approximately $2,886,489 of the costs of the portion of the Brewer Road Project benefiting the Western Improvement Area of the District. 2.03 City Obligations. The City, subject to approval by the City Council of the City, intends to issue bonds, notes or other obligations (the "City Obligations"), to finance $4,059,591 of the Estimated Total Cost, including: (A) certain costs of the portion of the Brewer Road Project benefiting the Western Improvement Area of the District which are not being financed by the Roadway Improvement PID Bonds (the "City PID Portion"), and (B) certain costs of the portion of the Brewer Road Project that is necessary and desirable for the general growth of the City (the "City Non-PID Portion"). It is anticipated that the net proceeds of the City Obligations will fund approximately $3,216,209 of costs for the City PID Portion and approximately 3 2180.021\64736.13 $843,382 of costs for the City Non-PID Portion. At the sole discretion of the City Council, the City may, but is not obligated to, issue the City Obligations prior to or concurrently with the issuance of the Roadway Improvement PID Bonds. If and when the City Obligations are issued, the City will deposit the net proceeds of the City Obligations funding the City PID Portion into a segregated account of the project fund created and held under the trust indenture relating to the Roadway Improvement PID Bonds. The City will deposit the net proceeds of the City Obligations funding the City Non-PID Portion into a segregated account of a specific fund created and held under the trust indenture relating to the Roadway Improvement PID Bonds 2.04 WDM Private Financing. As described in Section IV of the SAP, WDM will directly fund the share of the costs of the Brewer Road Project determined to benefit the University Property within the District. Such costs shall not be paid from the proceeds of the Roadway Improvement PID Bonds or from assessments levied against property within the District. It is anticipated that WDM will deposit concurrently with the delivery of the Roadway Improvement PID Bonds approximately $679,720 for the costs of the portion of the Brewer Road Project that benefits the University Property into a segregated account of the project fund created and held under the trust indenture relating to the Roadway Improvement PID Bonds. 2.05 WM CTR Private Financiniz. As described in Section IV of the SAP, WM CTR will directly fund the share of the costs of the Brewer Road Project determined to benefit the property within Chisholm Trail Ranch. It is anticipated that WM CTR will deposit concurrently with the delivery of the Roadway Improvement PID Bonds approximately $843,382 for the costs of the portion of the Brewer Road Project that benefits the property within Chisholm Trail Ranch into a segregated account of a specific fund created and held under the trust indenture relating to the Roadway Improvement PID Bonds. ARTICLE III ADDITIONAL PROVISIONS 3.01 Prior to the issuance of the Roadway Improvement PID Bonds and the City Obligations, the Parties shall enter into a mutually satisfactory "Communities Facilities Agreement" ("Financing Agreement') substantially in the City's standard form for such infrastructure projects as required to comply with the City's "Community Facilities Agreement (CFA) Policy, Related Ordinance, and Street Design Criteria" last revised by M&C G-13181, March 20, 2001, as the same may be amended from time to time. 3.02 The Parties agree that WDM will enter into contracts and oversee construction of the Brewer Road Project and that current plans show construction of the Brewer Road Project commencing immediately following the issuance of the Roadway Improvement PID Bonds, with completion to occur approximately twelve months thereafter. 4 2180.021\64736.13 3.03 The Parties will each review and approve the final cost estimates for the Brewer Road Project set forth in the Financing Agreement and any cost overruns shall be paid by each party on the basis of the final participation percentage set forth in the Financing Agreement. 3.04 The Parties agree that the Financing Agreement shall set forth the specific bidding requirements for the Brewer Road Project. ARTICLE IV LEGAL EFFECT OF MOU 4.01 The purpose of this MOU is to establish a basic framework for the financing and construction of the Brewer Road Project. The completion of the Brewer Road Project is expressly conditioned upon and subject to (1) all necessary action being taken by the City Council of the City, (2) each Party securing the necessary financial and budgetary commitments for the Brewer Road Project as described in this MOU, and (3) the Parties entering into a final written Financing Agreement memorializing the business terms and other provisions relating to the Brewer Road Project and which shall include certain provisions relating to the conveyance of real property by certain landowners of property both within and outside the District to the City for (1) rights-of-way needed for the ultimate build-out of Brewer Road, and (2) use as a police, fire or other public facility. Accordingly, this MOU is intended to provide an outline of the current understanding of the Parties hereto, and is not intended to legally bind the Parties to the terms and conditions stated herein. The Parties, however, agree that the terms and conditions stated herein are reasonable and provide an outline for future actions by the Parties 5 2180.021\64736.13 Executed and effective this 1St day of August, 2017. CITY OF FORT WORTH, TEXAS By ,c v City � ager ATTEST: By: ity S eci eta APPROVED AS TO FORM: f` Sr i Att ey S-1 2180.021\64736.13 WALTON DEVELOPMENT&MANAGEMENT TX, LLC, a Delaware limited liabili y company, By: Name: John Vick Title: President S-2 2180.021\64736.13 WM SUB CTR, LP a Texas limited partnership, By: WM Sub CTR GP, LLC a Delaware limited liability company, its General Partner By: WM Holdings OI, LLC a Delaware limited liability company its Sole Member and Manager By: Walton WMOI Investor, LLC, a Delaware limited liability company, its Manager By: WDH Management, Inc. a Delaware corporation, its Manager By:Y Name: John Vick Its: Vice President S-3 2180.021\64736.13 EXHIIBIT A CURRENT BREWER ROAD ALIGNMENT EXHIBIT N W E 9 __F. ,,?\ ' eaalieaon_eotnlvvo i r / vr4 r _ T P° ` GOOD MATCHL_SNE — SEE SHEET 2 $ oo�wtx! kAfA_FCNAI J.! BREWERROAD i ALIGNUMM EXHIBTT ma��mmm AHILL4 MIl I of 3 Exhibit A 2 t 80-021\64736.13 EXHHBIT A CURRENT BREWER ROAD ALIGNMENT EXHIBIT w�Le ,e MATCHLZN.E — SEE SHEET 2 i — -- —� !1 _ .. ..... .mva.naa.e■oiaemo t t ! , r J g i C ! N GOODWINi MATC.KL_7NLG' — SEE SHEET 3 1fNe.9xwtt.� e...s.o._�.�... BREWER ROAD ALIG4NEgTE.XH[BIP �tru�v�i� /Jm.4IDU7 2d3 Exhibit A 2180.021\64736.13 EXHIIBIT A CURRENT BREWER ROAD ALIGNMENT EXHIBIT N W+ MATCHLINE — SELF sz_:FV�7 it 3 GOODWIM BREWERROAD AUGGEENTEXMI71! APM&M7 Exhibit A 2180.021\64736.13 Exhibit B PID Reimbursement Agreement Financing Agreement Page 19 of 34 PID Reimbursement Agreement Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) This Reimbursement Agreement (this "Agreement") is entered into by Walton Development & Management TX, LLC, a Delaware limited liability company (the "Developer") and the City of Fort Worth, Texas, a Texas home-rule municipality (the "City"), to be effective August 15, 2017 (the "Effective Date"). The Developer and the City are individually referred to as a "Party" and collectively as the "Parties." SECTION 1. RECITALS 1.1 WHEREAS, capitalized terms used in this Agreement shall have the meanings given to them in Section 2; 1.2 WHEREAS, unless otherwise defined: (1) all references to "sections" shall mean sections of this Agreement; (2) all references to "exhibits" shall mean exhibits to this Agreement; and (3) all references to "ordinances" or "resolutions" shall mean ordinances or resolutions adopted by the City Council; 1.3 WHEREAS, on December 13, 2016, the City Council passed and approved the PID Creation Resolution authorizing the creation of the PID pursuant to the authority of the Act, covering approximately 1,756 contiguous acres within the corporate limits of the City, which land is described in the PID Creation Resolution; 1.4 WHEREAS, on August 15, 2017 the City Council passed and approved the Major Improvement Assessment Ordinance; 1.5 WHEREAS, the Major Improvement Assessment Ordinance initially approved the SAP; 1.6 WHEREAS, the SAP identifies Authorized Improvements to be designed, constructed, and installed by or at the direction of the Parties that confer a special benefit on the Assessed Property and that consist of Major Improvements and Roadway Improvements; 1.7 WHEREAS,the SAP estimates the Actual Costs of the Authorized Improvements; 1.8 WHEREAS, the Assessed Property is being developed in phases; 2180.021\62567.9P age 1.9 WHEREAS, the SAP determines and apportions the Actual Costs of the Authorized Improvements to the Assessed Property, which Actual Costs represent the special benefit that the Authorized Improvements confer upon the Assessed Property; 1.10 WHEREAS,the Major Improvement Assessment Ordinance levied Special Assessments against the Assessed Property in the amounts set forth on an Assessment Roll for the payment of the Actual Costs of the Major Improvements 1.11 WHEREAS, a future Assessment Ordinance is anticipated to levy Special Assessments in the amount to be set forth on an updated Assessment Roll for the purpose of financing the Actual Costs of the Roadway Improvements; 1.12 WHEREAS, Special Assessments,including the Annual Installments thereof, are or will be due and payable as described in the SAP; 1.13 WHEREAS, the Special Assessments, including the Annual Installments thereof, shall be billed and collected by the City, or by its designee on behalf of the City, at the time and in the manner determined by the City; 1.14 WHEREAS, Assessment Revenue from the collection of Special Assessments, including the Annual Installments thereof, shall be deposited as provided in the applicable Bond Indenture; 1.15 WHEREAS, Bond Proceeds shall be deposited and shall only be used in the manner set forth in a Bond Indenture; 1.16 WHEREAS, this Agreement is a "reimbursement agreement" authorized by Section 372.023(d)(1) of the PID Act; 1.17 WHEREAS, the foregoing RECITALS: (1) are part of this Agreement for all purposes; (2) are true and correct; and (3) constitute representations, warranties, and covenants that each Party has relied upon in entering into this Agreement; and 1.18 WHEREAS, all resolutions and ordinances referenced in this Agreement (e.g., the PID Creation Resolution and each Assessment Ordinance), together with all other documents referenced in this Agreement (other than the Roadway Improvements Memorandum of Understanding), are incorporated as part of this Agreement for all purposes as if such 2180.021\62567.9Page resolutions, ordinances, and other documents were set forth in their entirety in or as exhibits to this Agreement. NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set forth in this Agreement, the Parties agree as follows: SECTION 2. DEFINITIONS 2.1 "Act" is defined as Chapter 372, Texas Local Government Code, as amended. 2.2 "Actual Costs" are defined in the SAP. 2.3 "Agreement" is defined in the introductory paragraph. 2.4 "Administrative Expenses" are defined in the SAP. 2.5 "Annual Installment" is defined in the SAP. 2.6 "Assessed Property" is defined in the SAP. 2.7 "Assessment Ordinance" is defined in the SAP. 2.8 "Assessment Revenue" means the revenues actually received by or on behalf of the City from the collection of Special Assessments, including the Annual Installments thereof, including any interest on such Special Assessment or Annual Installment and any funds received in connection with a prepayment, delinquency or foreclosure as provided in the SAP. 2.9 "Assessment Roll" is defined in the SAP. 2.10 "Authorized Improvements" are defined in the SAP. 2.11 "Bond Indenture" means the applicable trust indenture pursuant to which PID Bonds are issued. 2.12 "Bond Proceeds" mean the proceeds derived from the issuance and sale of a series of PID Bonds that are deposited and made available to pay Actual Costs in accordance with the applicable Bond Indenture, the SAP and this Agreement. 2.13 "Certificate for Paymen means a certificate (substantially in the form of Exhibit A or as otherwise approved by the Developer and the City Representative) executed by a representative of the Developer and approved by the City Representative, delivered to the City Representative (and/or, if applicable, to the trustee named in any applicable Bond Indenture), specifying the work performed 2180.021\62567.9P age and the amount charged (including materials and labor costs) for Actual Costs, and requesting payment of such amount from the appropriate fund or funds. Each certificate shall include supporting documentation in the standard form for City construction projects and evidence that the Authorized Improvements (or its completed segment) covered by the certificate have been inspected by the City. 2.14 "City" is defined in the introductory paragraph. 2.15 "City Facilities Agreement" means the City's standard community facilities agreement substantially in the form of Exhibit C or such other form as the City may require to ensure compliance with its "Community Facilities Agreement (CFA) Policy, Related Ordinance, and Street Design Criteria" last revised by M&C G-13181, March 20, 2001, as the same may be amended from time to time. 2.16 "City Representative" means the person authorized by the City Council to undertake the actions referenced herein. As of the date hereof, the Chief Financial Officer / Director of Financial Management Services, or his or her designee, are the authorized City Representatives. 2.17 "City Council" means the governing body of the City. 2.18 "Closing Disbursement Request" means a request in the form of Exhibit B or as otherwise approved by the Parties. 2.19 "Default" is defined in Section 4.6.1. 2.20 "Delinquent Collection Costs" are defined in the SAP. 2.21 "Developer" is defined in the introductory paragraph. 2.22 "Effective Date" is defined in the introductory paragraph. 2.23 "Failure" is defined in Section 4.6.1. 2.24 "Major Improvement Assessment Ordinance" is defined in the SAP. 2.25 "Major Improvement Bonds" means those PID Bonds used to finance the Major Improvements. 2.26 "Major Improvements" is defined in the SAP. 2.27 "Maturity Date" is the date one year after the last Annual Installment is collected. 2180.021\62567.9P age 2.28 'Party" and "Parties" are defined in the introductory paragraph. 2.29 'PID" is defined as the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) created by the PID Creation Resolution. 2.30 'PID Bonds" are defined in the SAP. 2.31 "PID Creation Resolution" is defined as Resolution No. 4724-12-2016 passed and approved by the City Council on December 13, 2016. 2.32 "PID Pledged Revenue Fund" means the fund established by the City under a Bond Indenture (and segregated from all other accounts of the City) into which the City deposits Assessment Revenue from the collection of the Special Assessments securing the PID Bonds issued under such Bond Indenture. 2.33 "PID Project Fund" means the fund, including all accounts created within such fund, established by the City under a Bond Indenture (and segregated from all other funds of the City) into which the City deposits that portion of the Bond Proceeds and any other funds authorized or required by such Bond Indenture, which is to be used for the payment of the project costs of the Authorized Improvements. 2.34 "Redemption/Waiver Agreement" means any Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation by and between the City and the landowners of the District entered into in connection with the issuance of PID Bonds. 2.35 "Roadway Improvements" are defined in the SAP. 2.36 "Roadway Improvements PID Bonds" means those PID Bonds used to finance Roadway Improvements. 2.37 "Roadway Improvements Memorandum of Understanding" is defined as that certain non- binding "Memorandum of Understanding — City of Fort Worth /Rock Creek Ranch /Chisolm Trail Ranch — Brewer Road Project", approved August 1, 2017, executed by the City, the Developer and WM Sub CTR, LP, relating to the anticipated financing and construction of the Brewer Road Project (as defined therein), which includes the Roadway Improvements, a copy of which is attached as Exhibit D for reference only. 2 Zso.ozl\6zs67.9Page 2.38 "SAP" is defined as the Fort Worth Public Improvement District No. 17, Rock Creek Ranch, Service and Assessment Plan approved as part of the Assessment Ordinance, as the same may be updated or amended by City Council action. 2.39 "Special Assessment"is defined in the SAP. 2.40 "Transfer" and "Transferee" are defined in Section 4.8. SECTION 3. FUNDING MAJOR IMPROVEMENTS 3.1 Fund Deposits. The City, or its designee, shall bill and collect Annual Installments in the manner and at the times determined by the City; and, the City shall immediately deposit all Assessment Revenue in the manner set forth in the applicable Bond Indenture. Subject to Section 3.3, the City shall also deposit Bond Proceeds and any other funds authorized or required by the applicable Bond Indenture in the manner set forth in the applicable Bond Indenture. Funds in a PID Project Fund shall only be used in accordance with the applicable Bond Indenture. Prior to the closing of any PID Bonds, the Developer shall make any deposits to the University Property Improvement Account and/or the Developer Property Tax Account in the amount and in the manner set forth in the Bond Indenture relating to such PID Bonds. Any amounts so deposited into such accounts shall be used in the manner set forth in the applicable Bond Indenture and, with respect to the Developer Property Tax Account, the Redemption/Waiver Agreement. Unused funds in the University Property Improvement Account and the Developer Property Tax Account shall be released to the Developer at the time and in the manner set forth in the applicable Bond Indenture and the applicable Redemption/Waiver Agreement. 3.2 Payment of Actual Costs. The use of Bond Proceeds and other funds under any Bond Indenture shall be expressly limited to the uses provided therein. Except as may otherwise be expressly agreed to by the City and the Developer in the final agreement described in the Roadway Improvements Memorandum of Understanding, the Developer shall be obligated to pay the Actual Costs of Authorized Improvements necessary to complete construction of the Authorized Improvements, including any cost overruns (after applying any cost savings), notwithstanding insufficient Bond Proceeds or other funds under a Bond Indenture. 3.3 PID Bonds. The City,in its sole, legislative discretion, may issue PID Bonds, in one or more series, when and if the City Council determines it is financially feasible for the purpose of paying 2180.021\62567.9Page directly Actual Costs of Authorized Improvements. PID Bonds issued for such purpose will be secured by and paid solely as authorized by the applicable Bond Indenture. The failure of the City to issue PID Bonds shall not constitute a "Failure" by the City or otherwise result in a 'Default" by the City. Upon the issuance of PID Bonds, the Developer has a duty to construct those Authorized Improvements described in the applicable Bond Indenture. This Agreement shall apply to all PID Bonds issued by the City whether in one or more series and no additional reimbursement agreement shall be required for any future series of PID Bonds. 3.4 Disbursements and Transfers at and after Bond Closing. The City and the Developer agree that from the proceeds of a series of PID Bonds, and upon the presentation of evidence satisfactory to the City Representative, the City will cause the trustee under the applicable Bond Indenture to pay at closing of such series of PID Bonds approved amounts from the appropriate account to the City, the Developer, or their designees, as applicable, which amounts may include payment for costs of issuance and payment of costs incurred in the establishment, administration, and operation of the PID and any other eligible items for which funds have been expended by the Developer and the City as of the time of the delivery of such series of PID Bonds as described in the SAP. In order to receive disbursement, the Developer shall execute a Closing Disbursement Request to be delivered to the City no less than five (5) business days prior to the scheduled closing date for such series of PID Bonds for payment in accordance with the provisions of the applicable Bond Indenture. In order to receive additional disbursement from the applicable account or fund under a Bond Indenture, the Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to the City for payment in accordance with the provisions of the applicable Bond Indenture and this Agreement. Upon receipt of a Certificate for Payment (along with all accompanying documentation required by the City) from the Developer, the City shall conduct, or cause to be conducted, a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations and applicable plans therefore and with the terms of this Agreement and any other agreement between the parties related to property in the PID, and to verify and approve the Actual Costs of such work specified in such Certificate for Payment. The City shall also conduct, or cause to be conducted, such review as is required in its discretion to confirm the matters certified in the Certificate for Payment. The Developer agrees to cooperate with the City Representative in conducting each such review and to provide the City Representative with such additional 2180.021\62567.9Page information and documentation as is reasonably necessary for each such review to be concluded. Within twenty-one (21) days following receipt of any Certificate for Payment, the City shall either: (1) approve the Certificate for Payment and forward it to the trustee for payment, or (2) provide the Developer with written notification of disapproval of all or part of a Certificate for Payment, specifying the basis for any such disapproval. If there is a dispute over the amount of any payment, the City shall nevertheless pay the undisputed amount, and the Parties shall use all reasonable efforts to resolve the disputed amount before the next payment is made; however, if the Parties are unable to resolve the disputed amount, then the City's determination of the disputed amount (as determined and approved by the City Representative) and any payment thereof shall control. The City shall deliver the approved or partially approved Certificate for Payment to the trustee for payment, and the trustee shall make the disbursements as quickly as practicable thereafter. 3.5 OBLIGATIONS LIMITED. THE OBLIGATIONS OF THE CITY UNDER THIS AGREEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES, GIVE RISE TO OR CREATE A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY OR A DEBT OR OTHER OBLIGATION OF THE CITY PAYABLE FROM ANY SOURCE OTHER THAN THE APPLICABLE PID PROJECT FUND. UNLESS APPROVED BY THE CITY, NO OTHER CITY FUNDS, REVENUES, TAXES, OR INCOME OF ANY KIND SHALL BE USED TO PAY: (1) THE ACTUAL COSTS OF THE AUTHORIZED IMPROVEMENTS; OR (2) DEBT SERVICE ON ANY PID BONDS. NONE OF THE CITY OR ANY OF ITS ELECTED OR APPOINTED OFFICIALS OR ANY OF ITS OFFICERS, EMPLOYEES, CONSULTANTS OR REPRESENTATIVES SHALL INCUR ANY LIABILITY HEREUNDER TO THE DEVELOPER OR ANY OTHER PARTY IN THEIR INDIVIDUAL CAPACITIES BY REASON OF THIS AGREEMENT OR THEIR ACTS OR OMISSIONS UNDER THIS AGREEMENT. 3.6 ROADWAY IMPROVEMENTS MEMORANDUM OF UNDERSTANDING. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT IS INTENDED TO CHANGE THE NON-BINDING NATURE OF THE ROADWAY IMPROVEMENTS MEMORANDUM OF UNDERSTANDING. 3.7 Obligation to Pay. If Developer is in full compliance with its obligations under this Agreement, any Community Facilities Agreement entered into with respect to the PID, and any Continuing Disclosure Agreement entered into by the Developer with respect to the PID, then 2150.021\62567.9Page following the inspection and approval of any portion of Authorized Improvements for which Developer seeks reimbursement of the Actual Costs by submission of a Certificate for Payment or City approval of a Closing Disbursement Request, the obligations of the City under this Agreement to pay, from the applicable PID Project Fund, the disbursements (whether to the Developer or to any person designated by the Developer) identified in any Closing Disbursement Request or in any Certificate for Payment and to pay debt service on PID Bonds from the Assessment Revenues collected and deposited pursuant to the applicable Bond Indenture for such purpose are unconditional AND NOT subject to any defenses or rights of offset except as may be provided in any Bond Indenture. For the avoidance of doubt, any payment obligations of the City under this Agreement are subject to Section 3.3 above and the issuance of the applicable series of PID Bonds to fund the applicable PID Project Fund. 3.8 Performance by the Developer. All Authorized Improvements shall be constructed by or at the direction of the Developer in accordance with the plans and in accordance with this Agreement and any other agreement between the parties related to property in the PID. The Developer shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted, all operations with respect to the construction of Authorized Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer has sole responsibility of ensuring that all Authorized Improvements are constructed in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of all Authorized Improvements to be acquired and accepted by the City from the Developer. If any Authorized Improvements are or will be on land owned by the City, the City hereby grants to the Developer a license to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Authorized Improvements. Inspection and acceptance of Authorized Improvements will be in accordance with applicable City ordinances and regulations. 2180.021\6256 7.ePage 3.9 Security for Authorized Improvements. Prior to completion and conveyance to the City of any Authorized Improvements, the Developer shall cause to be provided to the City a maintenance bond in the amount required by the City's subdivision regulations for applicable Authorized Improvements, which maintenance bond shall be for a term of two years from the date of final acceptance of the applicable Authorized Improvements. Any surety company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that legal counsel for the City has the right to reject any surety company regardless of such company's authorization to do business in Texas. Nothing in this Agreement shall be deemed to prohibit the Developer or the City from contesting in good faith the validity or amount of any mechanics or materialman's lien and/or judgment nor limit the remedies available to the Developer or the City with respect thereto so long as such delay in performance shall not subject the Authorized Improvements to foreclosure, forfeiture, or sale. In the event that any such lien and/or judgment with respect to the Authorized Improvements is contested, the Developer shall be required to post or cause the delivery of a surety bond or letter of credit, whichever is preferred by the City, in an amount reasonably determined by the City, not to exceed 120 percent of the disputed amount. 3.10 Ownership and Transfer of Authorized Improvements. The Developer shall furnish to the City a preliminary title report for land related to any Authorized Improvements to be acquired and accepted by the City from the Developer and not previously dedicated or otherwise conveyed to the City. The report shall be made available for City review and approval at least fifteen (15) business days prior to the scheduled transfer of title. The City shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment of the City, would materially affect the City's use and enjoyment of the Authorized Improvements. If the City objects to any preliminary title report, the City shall not be obligated to accept title to the applicable Authorized Improvements until the Developer has cured the objections to the reasonable satisfaction of the City. 3.11 RoadwaImprovements. The Roadway Improvements Memorandum of Understanding sets forth the anticipated financing of the Roadway Improvements, together with the financing of related improvements by the parties to the Roadway Improvements Memorandum of Understanding associated with Brewer Road (as defined and described in the Roadway Improvements Memorandum of Understanding). It is anticipated that the Roadway Improvements will be financed in part by proceeds from the issuance of a separate series of PID Bonds secured by the Assessment Revenue derived from the levy and collection of Roadway Improvement Special Assessments (as 2180.021\62567.9Page defined in the SAP) at a future date and subject to City Council consideration and approval. As described in the Roadway Improvements Memorandum of Understanding, the final plan of finance for the Roadway Improvements and the rest of Brewer Road is anticipated to be set forth in a final written agreement entered into in connection with the financing and construction of such improvements. The SAP will be updated at the time the Roadway Improvement Special Assessments are levied. In the event of any conflict related to the Roadway Improvements between this Agreement and any final written agreement with respect thereto, the final written agreement entered into in connection with the financing and construction of such improvements shall control. SECTION 4. ADDITIONAL PROVISIONS 4.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue until the Maturity Date. 4.2 No Competitive Bidding. Construction of the Authorized Improvements shall not require competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local Government Code, as amended. All plans and specifications, but not construction contracts, shall be reviewed and approved, in writing, by the City prior to Developer selecting the contractor. The City shall have the right to examine and approve the contractor selected by the Developer prior to executing a construction contract with the contractor, which approval shall not be unreasonably delayed or withheld. 4.3 Independent Contractor. In performing this Agreement, the Developer is an independent contractor and not the agent or employee of the City. 4.4 Audit. The City Representative shall have the right, during normal business hours and upon three business days' prior written notice to the Developer, to review all books and records of the Developer pertaining to the construction of any Authorized Improvement and the costs and expenses incurred by the Developer with respect to any Authorized Improvement. For a period of two years after completion of the Authorized Improvements, the Developer shall maintain proper books of record and account for the construction of the Authorized Improvements and all costs related thereto. Such accounting books shall be maintained in accordance with customary real estate accounting principles. 2180.021\62567.9Page 4.5 Representations and Warranties. 4.5.1 The Developer represents and warrants to the City that: (1) the Developer has the authority to enter into and perform its obligations under this Agreement; (2)the Developer or its designee will complete construction of the Authorized Improvements and will enter into one or more City Facilities Agreements relating to the Authorized Improvements as may be required by the City; (3) the Developer will provide written notice to the City when any current landowner, as of the date of this Agreement, enters into a contract for sale of any portion of the Assessed Property to a third-party unaffiliated with the Developer; (4) the Developer and any designees thereof have the financial resources, or have the ability to obtain sufficient financial resources, to meet its obligations under this Agreement as necessary to complete construction of the Authorized Improvements; (5) the person executing this Agreement on behalf of the Developer has been duly authorized to do so; (6)this Agreement is binding upon the Developer in accordance with its terms; and (7) the execution of this Agreement and the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of default by the Developer under any other agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. 4.5.2 The City represents and warrants to the Developer that: (1) the City has the authority to enter into and perform its obligations under this Agreement; (2) the person executing this Agreement on behalf of the City has been duly authorized to do so; (3) this Agreement is binding upon the City in accordance with its terms; and (4) the execution of this Agreement and the performance by the City of its obligations under this Agreement do not constitute a breach or event of default by the City under any other agreement, instrument, or order to which the City is a party or by which the City is bound. 4.6 Default/Remedies. 4.6.1 If either Party fails to perform an obligation imposed on such Party by this Agreement (a "Failure") and such Failure is not cured after notice and the expiration of the cure periods provided in this section, then such Failure shall constitute a "Default." If a 2180.021\62567.9Page Failure is monetary, the non-performing Party shall have 10 days within which to cure. If the Failure is non-monetary, the non-performing Party shall have 30 days within which to cure. 4.6.2 If the Developer is in Default, the City shall have available all remedies at law or in equity; provided further that any default by the Developer shall entitle the City to withhold any payments to the Developer from any PID Project Fund for so long as such Default is continuing. 4.6.3 If the City is in Default, the Developer shall have available all remedies at law or in equity; provided, however, no Default by the City shall entitle the Developer to terminate this Agreement. 4.6.4 The City shall give notice of any alleged Failure by the Developer to each Transferee identified in any notice from the Developer, and such Transferees shall have the right, but not the obligation, to cure the alleged Failure within the same cure periods that are provided to the Developer. The election by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not obligate the Transferee to be bound by this Agreement unless the Transferee agrees in writing to be bound. 4.7 Remedies Outside the Agreement. Nothing in this Agreement constitutes a waiver by the City of any remedy the City may have outside this Agreement against the Developer, any Transferee, or any other person or entity involved in the design, construction, or installation of the Authorized Improvements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the PID. Nothing herein shall be construed as affecting the City's or the Developer's rights or duties to perform their respective obligations under other agreements, use regulations, or subdivision requirements relating to the development property in the PID. 4.8 Transfers. The Developer may not convey, transfer, assign, mortgage, pledge, or otherwise encumber, in whole or in part without the written consent of the City, the Developer's right, title, or interest to payments under this Agreement (but not performance obligations) including, but not limited to, any right, title, or interest of the Developer in and to payments from a PID Project Fund (any of the foregoing, a "Transfer," and the person or entity to whom the transfer is made, a "Transferee"). The Developer waives all rights or claims against the City for any funds paid to a 2180.021\62567.9Page third party as a result of a Transfer for which the City has consented. The foregoing notwithstanding, no Transfer of payments hereunder may be pledged to the payment of debt service on public securities issued by any state of the United States or any political subdivision thereof without the approval of the City Council. 4.9 Applicable Law; Venue. This Agreement is being executed and delivered and is intended to be performed in the State of Texas. Except to the extent that the laws of the United States may apply, the substantive laws of the State of Texas shall govern the interpretation and enforcement of this Agreement. In the event of a dispute involving this Agreement, venue shall lie in any court of competent jurisdiction in Tarrant County, Texas. 4.10 Notice. Any notice referenced in this Agreement must be in writing and shall be deemed given at the addresses shown below: (1) when delivered by a nationally recognized delivery service such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person is the named addressee; or (2) 72 hours after deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. To the City: Attn: Jesus Chapa, Assistant City Manager City of Fort Worth 200 Texas Street Fort Worth, Texas 76012 With a copy to: Attn: Aaron Bovos, Chief Financial Officer City of Fort Worth 200 Texas Street Fort Worth, Texas 76012 And Attn: Jonathan Cranz 201 Main Street Suite 2500 Fort Worth,Texas 76102 E-mail:jonathan.cranz@kellyhart.com TEL: (817) 878-9385 FAX: (817) 878-9785 2180.021\62567.9Page And: Attn: Jeff Leuschel 717 North Harwood Suite 900 Dallas, Texas 75201 E-mail:jeuschel@mphlegal.com TEL: (214)754-9234 FAX: (214)754-9250 To the Owner: Attn: Matt Robinson Walton Development&Management TX,LLC 5420 LBJ Freeway, Suite 790 Dallas, Texas 75240 E-mail: mrobinson@walton.com TEL: (214) 838-2101 With a copy to: Attn: Ike Shupe Shupe Ventura Lindelow &Olson, PLLC 500 Main Street Fort Worth, Texas 76102 E-mail:ike.shupe@svlandlaw.com TEL: (817)405-9936 FAX: (800)519-3768 Any Party may change its address by delivering notice of the change in accordance with this section. 4.11 Conflicts; Amendment. In the event of any conflict between this Agreement and any other instrument, document, or agreement by which either Party is bound, the provisions and intent of the applicable Bond Indenture controls. This Agreement may only be amended by written agreement of the Parties. 4.12 Severability. If any provision of this Agreement is held invalid by any court, such holding shall not affect the validity of the remaining provisions. 4.13 Non-Waiver. The failure by a Party to insist upon the strict performance of any provision of this Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by such other Party with the provisions of this Agreement. 4.14 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed to confer upon any person or entity other than the City, the Developer, and Transferees any rights under or by reason of this Agreement. All provisions of this Agreement shall be for the sole and exclusive benefit of the City,the Developer, and Transferees. 2180.021\62s67.9Page 4.15 Counterparts. This Agreement may be executed in multiple counterparts, which, when taken together, shall be deemed one original. This Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by electronic mail with a "pdf" copy or other replicating image attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. [Execution pages follow.] 2180.021\62667.9Page CITY OF FORT WORTH,TEXAS By: City dager ATTEST: By: City Secretao City Signature Page to Reimbursement Agreement WALTON DEVELOPMENT& MANAGEMENT TX,LLC, a Delaware limited liability company By: Walton Development&Management(USA), Inc., an Arizona corporation,its sole Member and Manager Li=eBy: Name: J,04", /V` Title: Arte Rreri, we Developer Signature Page to Reimbursement Agreement 2180.021\62567.10 Exhibit A CERTIFICATE FOR PAYMENT FORM Reference is made to that certain Indenture of Trust by and between the City and the Trustee dated as of , 20_ (the "Indenture") relating to the "[INSERT NAME OF BONDS]"' (the "PID Bonds"), and to the PID Reimbursement Agreement — Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) between the City and the Developer, effective [August_, 2017] (the "Reimbursement Agreement"). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture. The undersigned is an agent for , — (the "Developer") and requests payment to the Developer (or to the person designated by the Developer) from the [applicable account name] of the Project Fund from (the "Trustee") in the amount of ($ ) for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain [Major Improvements][Roadway Improvements] providing a special benefit to property within the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch). In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment Form on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced [Major Improvements][Roadway Improvements] has not been the subject of any prior payment request submitted for the same work to the City or,if previously requested, no disbursement was made with respect thereto. 3. The amount listed for the [Major Improvements][Roadway Improvements] below is a true and accurate representation of the [Major Improvements][Roadway Improvements] associated with the creation, acquisition, or construction of said [Major Improvements][Roadway Improvements], and such costs (i) are in compliance with the Reimbursement Agreement, and (ii)are consistent with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement,the Indenture, and the Service and Assessment Plan. 5. The Developer has timely paid all ad valorem taxes and annual installments of special assessments it owes or an entity the Developer controls owes, located in the Fort Worth Public Exhibit A—2180.021\62567.9Page Improvement District No. 17 (Rock Creek Ranch) and has no outstanding delinquencies for such assessments. 6. All conditions set forth in the Indenture for the payment hereby requested have been satisfied. 7. The work with respect to the [Major Improvements][Roadway Improvements] referenced below (or its completed segment) has been completed, and the City has inspected such [Major Improvements][Roadway Improvements] (or its completed segment). 8. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. 9. No more than ninety-five percent (95%) of the budgeted or contracted hard costs for major improvements or any phase of [Major Improvements][Roadway Improvements] identified may be paid until the work with respect to such [Major Improvements][Roadway Improvements] (or segment) has been completed and the City has accepted such [Major Improvements][Roadway Improvements] (or segment). One hundred percent (100%) of soft costs (e.g., engineering costs, inspection fees and the like) may be paid prior to City acceptance of such [Major Improvements][Roadway Improvements] (or segment). Payments requested are as follows: a. X amount to Person or Account Y for Z goods or services. b. Etc. Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the Reimbursement Agreement, after receiving this payment request, the City has inspected the [Major Improvements][Roadway Improvements] (or completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws,rules, and regulations. Exhibit A—2180.021\62567.9Page I hereby declare that the above representations and warranties are true and correct. WALTON DEVELOPMENT & MANAGEMENT TX,LLC, a Delaware limited liability company By: Walton Development&Management(USA), Inc., an Arizona corporation,its sole Member and Manager By: Name: Title: Exhibit A—2180.021\62567.9Page APPROVAL OF REQUEST BY CITY The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment, acknowledges that the [Major Improvements][Roadway Improvements] (or its completed segment) covered by the certificate have been inspected by the City, and otherwise finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the City approves the Certificate for Payment and shall include said payments in the City Certificate submitted to the Trustee directing payments to be made from the [applicable account name] of the Project Fund to the Developer or to any person designated by the Developer. CITY OF FORT WORTH,TEXAS By: Name: Title: Date: Exhibit A—2180.021\62567.9Page Exhibit B FORM OF CLOSING DISBURSEMENT REQUEST Reference is made to that certain Indenture of Trust by and between the City and the Trustee dated as of , 24_ (the "Indenture") relating to the "[INSERT NAME OF BONDS] ,2 (the 'PID Bonds"), and to the PID Reimbursement Agreement — Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) between the City and the Developer, effective [August_, 2017] (the 'Reimbursement Agreement"). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture. The undersigned is an agent for (the "Developer") and requests payment to the Developer(or to the person designated by the Developer) from the [applicable account name] of the Project Fund from (the "Trustee") in the amount of ($ ) to be transferred from such account upon the delivery of the PID Bonds for costs incurred in the establishment, administration, and operation of the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) (the 'District"), as follows. In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced establishment, administration, and operation of the District at the time of the delivery of the PID Bonds have not been the subject of any prior payment request submitted to the City. 3. The amount listed for the below costs is a true and accurate representation of the [Major Improvements][Roadway Improvements] associated with the establishment, administration and operation of the District at the time of the delivery of the PID Bonds, and such costs are in compliance with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement,the Indenture, and the Service and Assessment Plan. 5. All conditions set forth in the Indenture[, the 13 and the Reimbursement Agreement for the payment hereby requested have been satisfied. z 3 Any other applicable agreements entered into in connection with the Roadway Bonds to be added. Exhibit B—2180.021\62567.9Page 6. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested hereunder shall be made as directed below: [Information regarding Payee, amount, and deposit instructions attached] I hereby declare that the above representations and warranties are true and correct. WALTON DEVELOPMENT &MANAGEMENT TX,LLC, a Delaware limited liability company By: Walton Development&Management(USA), Inc., an Arizona corporation,its sole Member and Manager By: Name: Title: Exhibit B—2180.021\62567.9Page APPROVAL OF REOUEST BY CITY The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request, the City approves the Closing Disbursement Request and shall include said payments in the City Certificate submitted to the Trustee directing payments to be made from [applicable account name] of the Project Fund upon delivery of the PID Bonds. CITY OF FORT WORTH, TEXAS By: Name: Title: Date: Exhibit B—2180.021\e25e7.ePage Exhibit C City of Fort Worth Form of Standard Community Facilities Agreemene 4 For more information on the City of Fort Worth's Community Facilities Agreement Policy and related process,see http:Hfortworthtexas. og_v/t)lanning_anddevelo]2ment/cfa/(last accessed May 29,2017). 2180.021\62567.9Exhibit C Exhibit D Roadway Improvements Memorandum of Understanding 2180.021\62567.9Exhibit D Exhibit C CLOSING DISBURSEMENT REQUEST: INTRA-DISTRICT COSTS Reference is made to that certain Indenture of Trust by and between the City and the Trustee dated as of , 20_ (the "Indenture") relating to the "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2018 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Roadway Improvement Project)" (the "Roadway Improvement Bonds"), to the PID Reimbursement Agreement — Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) between the City and the Developer, effective August 25, 2017 (the "Reimbursement Agreement"), and to the Financing Agreement and Limited Amendment to PID Reimbursement Agreement, effective , 2018, between the City, the Developer, and WM Sub CTR LP, a Texas limited partnership (the "FinancingAgreement"). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture. The undersigned is an agent for Walton Development & Management TX, LLC, a Delaware limited liability company (the "Developer") and requests payment to the Developer (or to the person designated by the Developer) from the applicable accounts of the Project Fund from (the "Trustee") in the amount of ($ ) to be transferred from such accounts upon the delivery of the Roadway Improvement Bonds for costs incurred by the Developer in relation to the issuance of the Roadway Improvement Bonds, as follows. In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced costs incurred by the Developer in relation to the issuance of the Roadway Improvement Bonds at the time of the delivery of the Roadway Improvement Bonds have not been the subject of any prior payment request submitted to the City. 3. The amount listed for the below referenced costs is a true and accurate representation of the costs incurred by the Developer in relation to the issuance of the Roadway Improvement Bonds as of the time of the delivery of the Roadway Improvement Bonds, and such costs are in compliance with the Service and Assessment Plan and the Financing Agreement. 4. If payment is made directly to the Developer, the Developer confirms that the payments listed on the Developer's summary attached to this certificate have been, or will be, timely made to the vendor or vendors shown on such summary and related supporting documents. 5. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement,the Indenture, the Financing Agreement and the Service and Assessment Plan. 6. The Developer has timely paid all ad valorem taxes and annual installments of special assessments it owes or an entity the Developer controls owes, located in the Fort Worth Public 2180.021\71092.1 Improvement District No. 17 (Rock Creek Ranch) and has no outstanding delinquencies for such taxes or assessments. 7. All conditions set forth in the Indenture for the payment hereby requested have been satisfied. 8. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested hereunder shall be made as directed below: [NAME OF PAYEE] [APPLICABLE ACCOUNT OF THE PROJECT FUND] [AMOUNT] Bank: [] Swift Code: [] ABA number: [] Account Name: [] Account 2180.021\71092.1 I hereby declare that the above representations and warranties are true and correct. WALTON DEVELOPMENT & MANAGEMENT TX,LLC, a Delaware limited liability company By: Walton Development & Management (USA), Inc., an Arizona corporation, its sole Member and Manager By: Name: Title: 2180.021\71092.1 APPROVAL OF REQUEST BY CITY The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request, the City approves the Closing Disbursement Request and shall include said payments in the City Certificate submitted to the Trustee directing payments to be made from the applicable accounts of the Project Fund upon delivery of the Roadway Improvement Bonds. CITY OF FORT WORTH,TEXAS By: Name: Title: Date: 2180.021\71092.1 Exhibit D-1 CERTIFICATE FOR PAYMENT: INTRA-PID COSTS Certificate Number Reference is made to that certain Indenture of Trust by and between the City and the Trustee dated as of , 20_ (the "Indenture") relating to the ["City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2018 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Roadway Improvement Project)"] (the "Roadway Improvement Bonds"), to the PID Reimbursement Agreement—Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) between the City and the Developer, effective August 15, 2017 (the "Reimbursement Agreement"), and to the Financing Agreement and Limited Amendment to PID Reimbursement Agreement, effective , 2018, between the City, the Developer, and WM Sub CTR LP, a Texas limited partnership (the "Financing_Agreement"). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture. The undersigned is an agent for Walton Development & Management TX, LLC, a Delaware limited liability company (the "Developer") and requests payment to the Developer (or to the person designated by the Developer) from the sources and in the amounts set forth below for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Roadway Improvements providing a special benefit to property within the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch). In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment Form on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced Roadway Improvements has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The amount listed for the Roadway Improvements below is a true and accurate representation of the Roadway Improvements associated with the creation, acquisition, or construction of said Roadway Improvements, and such costs (i) are in compliance with the Financing Agreement and the Reimbursement Agreement, and (ii) are consistent with the Service and Assessment Plan. 4. If payment is made directly to the Developer, the Developer confirms that the payments listed on the Developer's summary attached to this certificate have been, or will be, timely made to the vendor or vendors shown on such summary and related supporting documents. 5. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement,the Indenture,the Financing Agreement and the Service and Assessment Plan. 2180.021\71092.1 6. The Developer has timely paid all ad valorem taxes and annual installments of special assessments it owes or an entity the Developer controls owes, located in the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) and has no outstanding delinquencies for such taxes or assessments. 7. All conditions set forth in the Indenture, Financing Agreement and Reimbursement Agreement for the payment hereby requested have been satisfied. 8. The work with respect to the Roadway Improvements referenced below (or its completed segment) has been completed, and the City has inspected such Roadway Improvements (or its completed segment), if applicable. 9. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. 10. No more than ninety-five percent (95%) of the budgeted or contracted hard costs for major improvements or any phase of Roadway Improvements identified may be paid until the work with respect to such Roadway Improvements (or completed segment) has been completed and the City has accepted such Roadway Improvements (or completed segment). One hundred percent (100%) of soft costs (e.g., engineering costs, inspection fees and the like) may be paid prior to City acceptance of such Roadway Improvements (or completed segment). Payments requested are as follows: Requested Disbursements from Accounts under the Indenture Amount To Be Paid Amount From by the City and PAYEE Amount From University applied against the Total Amount Roadway Requested Improvement Property City Contribution: Account Improvement Intra-District Account [NAME OF PAYEE] Bank: $ $ $ Swift Code: $ ABA number: Account Name: Account#: The PID Costs, excluding the Project Management Fees, ROW Acquisition Amount, and Developer Consultant Amount, requested above are allocated on a pro rata basis between the Roadway Improvement Account, the University Property Improvement Account and the City Contribution: Intra-District (as defined in the Financing Agreement). For the avoidance of doubt, the percentage allocation to be applied for the payment of PID Costs after subtracting the Project Management Amount, ROW Acquisition Amount and the Developer Consultant Amount are as follows: (1) Roadway Improvement Account: 45.67%; (2) University Property Improvement Account: 8.67%; and(3) City Contribution:Intra-District: 45.67%. 2180.021\71092.1 Amount for District ROW Amount for University ROW PAYEE Acquisition Amount from Acquisition Amount from Total Amount Roadway Improvement Account University Property Requested Improvement Account [NAME OF PAYEE] Bank: Swift Code: $[342,488.94] $[32,511.06] $[375,000] ABA number: Account Name: Account#: Amount for District Developer Amount for University PAYEE Consultant Amount from Developer Consultant Amount Total Amount Roadway Improvement Account from University Property Requested Im rovement Account [NAME OF PAYEE] Bank: Swift Code: $[136,995.58] $[13,004.42] $[150,000] ABA number: Account Name: Account#: Amount for District Project Amount for University Project Project PAYEE Management Amount from Management Amount from University Completion(%) District Project Management Project Management Account2 Account' [NAME OF PAYEE] Bank: Swift Code: $ $ % ABA number: Account Name: Account#: Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects, none of which will be verified by the Trustee. 'Project Management Fees are to be paid on a percentage completion basis,per the SAP. 2 Project Management Fees are to be paid on a percentage completion basis,per the SAP. 2180.021\71092.1 Pursuant to the Financing Agreement and the Reimbursement Agreement, after receiving this payment request, the City has inspected the Roadway Improvements (or completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws,rules, and regulations. [Rest of Page Left Intentionally Blank] 2180.021\71092.1