Loading...
HomeMy WebLinkAboutContract 54448 FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREA#2 MAJORITY LANDOWNER AGREEMENT Among THE CITY OF FORT WORTH, TEXAS And QUAIL VALLEY DEVCO II, L.L.C. and WALSH RANCHES LIMITED PARTNERSHIP Dated as of September 1, 2020 p, D c rys�c9T�?000 ETggyTN CITY SECRETARYt,., COWRACT NO. MAJORITY LANDOWNER AGREEMENT This MAJORITY LANDOWNER AGREEMENT (the or this "Agreement") is entered into among the CITY OF FORT WORTH, TEXAS, a municipal corporation of the State of Texas (the "City"), QUAIL VALLEY DEVCO II, L.L.C., a Texas limited liability company ("Quail Valley"), and WALSH RANCHES LIMITED PARTNERSHIP, a Texas limited partnership ("Walsh Ranches" and, collectively with the Quail Valley, the "Majority Landowner"). The City and the Majority Landowner may each be referred to individually herein as a "Party" and collectively as the "Parties." This Agreement shall be effective on September 1, 2020 (the "Effective Date"). RECITALS WHEREAS,the Majority Landowner owns approximately 106.9908 acres of land (the"Land") located in Improvement Area #2 of the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District"), constituting a majority of the 185.66 acres in Improvement Area #2; WHEREAS, the Land constitutes taxable, privately-owned land located within the Improvement Area #2 of the District; WHEREAS, the Majority Landowner has represented to the City that the land in the District not owned by the Majority Landowner is: (A) right-of-way owned by the City, (B) land owned by Perry Homes, LLC, Drees Custom Homes, L.P., Highland Homes-Dallas, LLC, Toll Dallas TX LLC, Village Homes, LP,Weekley Homes, LLC, (collectively,the"Improvement Area#2 Builders"), and (3) twenty-four (24) completed homes closed with private homeowners (the "Improvement Area #2 Homeowners," and together with the City and the Improvement Area #2 Builders, collectively, the "Minority Landowners"); WHEREAS, the District was created pursuant to the authority of Chapter 372, Texas Local Government Code, as amended (the "PID Act"); WHEREAS, the Majority Landowner and the City have entered into that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #2 Reimbursement Agreement (as such agreement may be amended from time to time as provided therein, the "Reimbursement Agreement"), relating to, among other matters, the City's undertaking to reimburse the Majority Landowner for the cost of"Improvement Area#2 Funded Improvements" as defined therein; 44 Page 1 1920.010\90962.5 SEP _ C x �?0?0 o C�S��A�AY� WHEREAS, the City Council of the City (the"City Council") has contemporaneously herewith adopted an assessment ordinance (Ordinance No. 24386-09-2020) (including all exhibits, the "Assessment Ordinance") that levied Assessments on each parcel within Improvement Area #2, which Assessments will be used, in part, to pay the "Reimbursement Balance," as defined in the Reimbursement Agreement, or pledged as security for the payment of PID Bonds, as defined in the Reimbursement Agreement; WHEREAS, the Assessment Ordinance includes an update to the existing Service and Assessment Plan of the District (the "Service and Assessment Plan Update"); and WHEREAS, the Service and Assessment Plan Update includes an "Assessment Roll" setting forth the amount of the Assessment for each parcel within Improvement Area #2, including the amount of the Annual Installment" for each Assessment paid in installments. NOW THEREFORE,for and in consideration of the mutual promises, covenants, obligations, and benefits hereinafter set forth,the Parties agree as follows: ARTICLE I DEFINITIONS: APPROVAL OF AGREEMENTS Definitions. Capitalized terms used but not defined in this Agreement (including the exhibits hereto) shall have the meanings given to them in the Service and Assessment Plan Update. Affirmation of Recitals. The matters set forth in the Recitals of this Agreement are true and correct and are incorporated in this Agreement as official findings of the City Council. ARTICLE II AGREEMENT OF MAJORITY LANDOWNER A. Majority Landowner ratifies, confirms, accepts, agrees to,and approves: (i) the creation of the District, the boundaries of the District, the boundaries of Improvement Area #2, and the boundaries of the Assessed Property; (ii) the location and construction of the Authorized Improvements; (iii) the determinations and findings of special benefit to the Assessed Property made by the City Council in the Assessment Ordinance and Service and Page 2 1920.010\90962.5 Assessment Plan Update; and (iv) the Assessment Ordinance and the Service and Assessment Plan Update. B. Majority Landowner consents, acknowledges, accepts, and agrees: (i) to the Assessments levied against the Assessed Property as shown on the Assessment Roll; (ii) that the Improvement Area #2 Funded Improvements confer a special benefit on the Assessed Property in an amount that exceeds the Assessments against such Assessed Property as shown on the Assessment Roll; (iii) that the Assessments against the Assessed Property are conclusive and binding upon the Majority Landowner and its successors and assigns; (iv) to pay the Assessments against the Assessed Property when due and in the amounts stated in the Assessment Ordinance, Service and Assessment Plan Update, and Assessment Roll; (v) that each Assessment or reassessment against the Assessed Property, with interest, the expense of collection, and reasonable attorney's fees, if incurred, is a first and prior lien against such Assessed Property, superior to all other liens except liens for state, county, school district, or municipal ad valorem taxes, and is a personal liability of and charge against the owner of such Assessed Property regardless of whether the owner is named; (vi) that the Assessment liens on the Assessed Property are liens and covenants that run with the land and are effective from the date of the Assessment Ordinance and continue until the Assessments are paid in full and may be enforced by the governing body of the City in the same manner that ad valorem tax liens against real property may be enforced; (vii) that delinquent installments of Assessments against the Assessed Property shall incur and accrue interest, penalties, and attorney's fees as provided in the PID Act; Page 3 1920.010\90962.5 (viii) that the owner of an Assessed Property may pay at any time the entire Assessment against the Assessed Property, with interest that has accrued on the Assessment to the date of such payment; (ix) that Annual Installments may be adjusted, decreased, and extended and that owners of the Assessed Property shall be obligated to pay such Annual Installments as adjusted, decreased, or extended, when due and without the necessity of further action, assessments, or reassessments by the City Council; (x) that the Majority Landowner has received, or hereby waives, all notices required by State law (including, but not limited to the PID Act) in connection with the creation of the District and the adoption and approval by the City Council of the Assessment Ordinance,the Service and Assessment Plan Update, and the Assessment Roll; and (xi) that if any Minority Landowner should object to the payment of any Assessment against Assessed Property owned by the Minority Landowner, the Majority Landowner shall cooperate fully with the City in responding to such objection including, but not limited to: (1) reimbursing the City for third-party costs and expenses paid or incurred by the City (including legal fees) in responding to the objection; or, (2) at the election of the City, payment in full of the Assessment that is the subject of the Minority Landowner objection. C. Majority Landowner hereby waives: (i) any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing the District, defining the Assessed Property, adopting the Assessment Ordinance, Service and Assessment Plan Update, and Assessment Roll, levying of the Assessments, and determining the amount of the Annual Installments of the Assessments; (ii) any and all notices and time periods provided by the PID Act including,but not limited to, notice of the establishment of the District and notice of public hearings regarding the approval of the Assessment Ordinance, Service and Assessment Plan Update, and Assessment Roll and regarding the levying of the Assessments and determining the amount of the Annual Installments of the Assessments; Page 4 1920.010\90962.5 (iii) any and all actions and defenses against the adoption or amendment of the Assessment Ordinance, Service and Assessment Plan Update, and Assessment Roll; (iv) any and all actions and defenses against the City's finding of"special benefit" pursuant to the PID Act and as set forth in the Service and Assessment Plan Update and the levying of the Assessments and determining the amount of the Annual Installments of the Assessments; and (v) any right to object to the legality of the Assessment Ordinance, Service and Assessment Plan Update, Assessment Roll, or Assessments or to any proceedings connected therewith. D. Majority Landowner represents and warrants: (i) that the Minority Landowners have: 1. acknowledged that they have contracted to purchase real property located within the boundaries of the District; 2. acknowledged that the City Council will levy special assessments against the real property to finance public improvements authorized by the PID Act and described in Resolution No. 4686-09-2016 that created the District; 3. acknowledged and agreed to provide to all purchasers of residential real property from the Minority Landowners that occur in calendar 2020 notice that annual installments of assessments that are paid in installments will be due and payable beginning January 31, 2021; and 4. agreed to provide to all purchasers of residential real property from the Minority Landowners the notice required by Section 5.014 of the Texas Property Code, as amended; and (ii) that the Minority Landowners have received all notices required by Section 5.014 of the Texas Property Code, as amended; and Page 5 1920.010\90962.5 E. The Majority Landowner agrees to provide to future purchasers of the Assessed Property the notice required by Section 5.014 of the Texas Property Code, as amended. F. In the Reimbursement Agreement, the Majority Landowner has agreed to pay in full the Assessments on the property owned by the Improvement Area#2 Homeowners on or before the date the Assessment Ordinance is adopted by the City. ARTICLE IV MISCELLANEOUS A. Notices.Any notice or other communication (a "Notice") required or contemplated by this Agreement shall be given at the addresses set forth below. Notices shall be in writing and shall be deemed given: (i) five business days after being deposited in the United States Mail, Registered or Certified Mail, Return Receipt Requested; or (ii) when delivered by a nationally recognized private delivery service (e.g., FedEx or UPS) with evidence of delivery signed by any person at the delivery address. Each Party may change its address by written notice to the other Parties in accordance with this section. Majority Landowner Walsh Ranches Limited Partnership Attn: Gary Goble 500 West Seventh Street, Suite 1007 Fort Worth, TX 76102 Quail Valley Devco II, LLC c/o Republic Property Group, Inc. Attn: Jake Wagner 400 S. Record Street, Suite 1200 Dallas, TX 75202 With a copy to: Shupe Ventura, PLLC Attn: Misty Ventura Page 6 1920.010\90962.5 9406 Biscayne Blvd. Dallas, TX 75218 City City of Fort Worth Jesus Chapa,Assistant City Manager City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 B. Parties in Interest. The holders of PID Bonds are express beneficiaries of this Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the Parties. This Agreement may be recorded in the Real Property Records of Parker County, Texas, and Tarrant County, Texas C. Amendments. This Agreement may be amended only by a written instrument executed by all the Parties. No termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the then-current owners of the Land. D. Estoppels.Within 10 days after written request from any Party, the other Parties shall provide a written certification indicating whether this Agreement remains in effect as to an Assessed Property and whether any Party is then in default hereunder. E. Termination. This Agreement shall terminate as to each Assessed Property upon payment in full of the Assessment against the Assessed Property. [Signature Pages Followl Page 7 1920.010\909615 QUAIL VALLEY DEVCO II, LLC, a Texas limited liability company By: RPG QVR, LLC, a Texas limited liability company By: Republic Property Group, Ltd., a Texas limited partnership, its Manager By: RPG, LLC, a Texas imite iability company, its nera art By: Mark Kiker, Treasurer i UFF�C0Al[1L FillECUFf+D" 1 CIS SEC,R,ETPARY FT WORTH, TX Developer Signature Page (Quail Valley) Improvement Area #2 Majority Landowner Agreement Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) 1920.010\90962.5 WALSH RANCHES LIMITED PARTNERSHIP, a Texas limited partnership, By: Walsh North Star Company, a Texas corporation, its General Partner By: )6-7 Gary Goble, Vice-President Developer Signature Page (Walsh Ranches) Improvement Area #2 Majority Landowner Agreement! Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) 1920.010\90962.5 CITY OF FORT WORTH, TEXAS By: Name Jesus "Jay" Chapa Title Deputy City Manager Date: ATT ?� Mary J. Kayseri City ecretary M&C 90--vlb3q OVE TO ORM Denis C. McE y,Asst. City Attorney City Signature Page lr«r Wk�rR7f1L,l � Improvement Area #2 Majority Landowner Agreement Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) 1920.010\90962.5 City of Fort Worth, Texas Mayor and Council Communication DATE: 09/01/20 M&C FILE NUMBER: M&C 20-0639 LOG NAME: 13QUAIL VALLEY PID FY2021 (NIA#2) SUBJECT (CD 3)Conduct a Public Hearing to Consider the Levying of Special Assessments in Improvement Area No.2 of Fort Worth Public Improvement District 16—Walsh Ranch/Quail Valley(Quail Valley PID);Adopt Ordinance(1)Levying Special Assessments on the Property Located in Improvement Area No.2 of the Quail Valley PID,(2)Approving a Service and Assessment Plan Update for the Quail Valley PID to Include Improvement Area No.2(Service and Assessment Plan Update),(3)Approving Assessment Roll for Improvement Area No.2 of the Quail Valley PID(Assessment Roll),and(4)Ordaining Other Matters Related Thereto;Authorize Execution of a Reimbursement Agreement with Quail Valley DEVCO II,LLC and Walsh Ranches Limited Partnership to Address Construction,Acquisition,and Financing of the Improvements in Improvement Area No.2 of the Quail Valley PID;Authorize Execution of a Majority Landowner Agreement;and Adopt Appropriation Ordinance (PUBLIC HEARING-a. Report of City Staff:Alex Laufer; b. Public Comment;c.Council Action:Close Public Hearing and Act on M&C) RECOMMENDATION: It is recommended that the City Council: 1. Conduct a public hearing concerning the proposed special assessments to be levied on the property located in Improvement Area No.2 of the Quail Valley PID,with collection to begin in the 2020 Tax Year; 2. Adopt the attached ordinance(a)levying special assessments on the property located in Improvement Area No.2 of the Quail Valley PID, (b) approving a Service and Assessment Plan Update to Include Improvement Area No.2, (c)approving the Assessment Roll for Improvement Area No.2,and(d)ordaining other matters related thereto; 3. Authorize execution of a Reimbursement Agreement with Quail Valley DEVCO II, LLC and Walsh Ranches Limited Partnership(collectively Developers)to address construction,acquisition,and financing of the improvements in Improvement Area No.2 of the Quail Valley PID; 4. Authorize execution of a Majority Landowner Agreement with the Developers,outlining responsibilities associated with coordination of notices and payment of assessments for land in Improvement Area No.2 that is not owned by Developers;and 5. Adopt the attached appropriation ordinance increasing receipts and appropriations in the FWPID#16-Quail Valley Fund in the amount of $419,754.00,from available funds. DISCUSSION: The purpose of this Mayor and Council Communication(M&C)is to take actions associated with commencement of assessments in the second phase of Fort Worth Public Improvement District No. 16,also known as the Walsh Ranch/Quail Valley Public Improvement District or"Quail Valley PID." On September 2016,the City Council approved the creation of the Quail Valley PID,encompassing approximately one-fourth of the entire Walsh Ranch property,as a vehicle to reimburse the Developers for certain infrastructure costs. Full development of the Quail Valley PID will encompass seven phases that occur over several years as phases of the Quail Valley PID are developed.Pursuant to Ordinance No.2207-05-2017,the City Council previously adopted a service and assessment plan for the Quail Valley PID,which has been updated annually through subsequent City Council actions,and levied assessments on Improvement Area No. 1 of the Quail Valley PID. This M&C addresses Improvement Area No.2 of the Quail Valley PID,which is the second phase of development. On August 18,2020,the City Council adopted Resolution No.5263-08-2020 concerning certain matters related to the Quail Valley PID, including the following: (1)determining the costs of certain public improvements; (2)accepting a preliminary service and assessment plan update for Improvement Area No.2, including a proposed assessment roll; (3)directing the filing of the proposed assessment roll with the City Secretary; (4) calling for a public hearing to consider the ordinance levying special assessments on property located within the area defined as Improvement Area No.2 of the Quail Valley PID,and(5)directing staff to publish and mail notice of this public hearing to the property owners liable for payment of the special assessment. The purpose of this public hearing is to receive comments regarding the proposed special assessments to be levied on each property in Improvement Area No.2 of the Quail Valley PID.As outlined in the Service and Assessment Plan update,improvements in the amount of $5,850,000.00 are to be funded by the special assessments on Improvement Area No.2,consisting of$5,132,890.50 for paving expenses and $717,109.50 for landscaping expenses. The special assessments will be levied across 553 residential units(representing 185.66 acres)and collected over a 30-year period.The 553 lots are divided into six categories,with each category represented by lot width and/or type.Widths including categories as follows:35 feet,50 feet,60 feet,70 feet and two additional lot types including townhomes and garden homes. Assessments will be allocated as follows: Lot Size #of Lots Annual Installment 35 feet 61 $545.78 50 feet 152 F $719.04 60 feet 165 $874.97 70 feet 67 $1,134.87 Townhome 96 $537.11 Garden Home 12 $433.16 The above shown amounts are calculated using an interest rate of 4.62%per annum.This interest rate is based on the bond index rate of 2.62% applicable for the month of August through August 27th plus 2.0%. In addition to the$5,850,000.00 of improvements funded by the special assessments,the Developers are constructing,without reimbursement from the Quail Valley PID,additional improvements in the amount of$21,483,342.00 in this phase of the PID, bringing the total costs of improvements in Improvement Area No.2 to$27,333,342.00. The Developers are responsible for managing all construction and the associated Agreements for the development of the lots and residential units within Improvement Area#2 of the Quail Valley PID.Beginning in 2021,the City will begin to make quarterly payments to the Developers in satisfaction of the Reimbursement Amount from the special assessments revenues,less any administrative fees,once the Developer submits payment requisitions.The Reimbursement Amount for Improvement Area No.2 will be paid over a maximum period of 30 years. Until bonds,if any, are issued,the Developer will be entitled to interest on the unpaid Reimbursement Amount at the rate of 4.62 percent. If any portion of the Reimbursement Amount remains unpaid after the City has elected to issue bonds and those bonds have been repaid in full,the interest rate on the unpaid Reimbursement Amount will be the same as the interest rate on the bonds. It is anticipated that within five years,provided that the Developers have satisfied certain obligations designed to ensure the rapid development of the entire Quail Valley PID,the City will explore options to accelerate the reimbursement of the Developers by issuing debt secured by a portion of the special assessments. In order to maintain the Developer's construction schedule, portions of the property in Improvement Area No.2 have been sold to home developers and individual homeowners.As reflected in the Reimbursement Agreement, Developers have agreed to assume responsibility for the payment of PID assessments for properties already sold to individual homeowners. The Majority Landowner Agreement addresses the responsibilities of the Developers and City with respect to notices,assurances,and payment of assessments for property in Improvement Area No.2 that is not owned by the Developers. Finally,the adoption of the attached appropriation ordinance provides the necessary funding for the City to pay the costs of services associated with ongoing administration of the Quail Valley PID and the implementation of assessments in Improvement Area No.2. Expenses will cover costs for financial advisors, PID administrators,and legal services up to$419,754.00. Revenues will also be adjusted by the same amount but are not anticipated to be received until Fiscal Year 2021. It is recommended that the City Council adopt the attached ordinance levying such special assessments and approving the Service and Assessment Plan update and updated Assessment Roll;authorize the execution of the Reimbursement Agreement;and adopt the appropriation ordinance increasing estimated receipts and appropriations in the FWPID#16-Quail Valley Fund in the amount of$419,754.00. A Form 1295 is not required because:This M&C does not request approval of a contract with a business entity. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations funds are available in the current operating budget,as previously appropriated,and upon adoption of the Fiscal Year 2021 Budget by the City Council,funds will be available in the Fiscal Year 2021 Operating Budget,as appropriated, in the FWPID#16-Quail Valley Fund. Prior to an expenditure being incurred,the Financial Management Services Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by. Jay Chapa 5804 Originating Business Unit Head: Reginald Zeno 8517 Additional Information Contact: Alex Laufer 2268 From: Corey Admire To: McElroy,Denis C. Cc: Jonathan W.Cranz lJonathan.Cranz(cbkellvhart.com);Samford.John Subject: FW:fixing blanks in Quail Valley Area#2 documents Date: Tuesday,September 22,2020 3:28:48 PM Attachments: imaae001.ona CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments unless you recognize the sender and know the content is safe. It was my turn to hit send too soon. See below on the replacement pages. Corey Admire Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 2 14.3 28.1100 - direct 214.704.6237 - cell corey.admire(@svlandlaw.com www.svlandlaw.com From: Mark Kiker<mkiker@republicpropertygroup.com> Sent:Tuesday, September 22, 2020 3:19 PM To: Corey Admire <corey.ad mire @svlandlaw.com> Subject: RE: fixing blanks in Quail Valley Area #2 documents Yes, I am good with this. Thank you. From: Corey Admire <corey.ad mire(cDsvlandlaw.com> Sent:Tuesday, September 22, 2020 3:17 PM To: Mark Kiker<mkikerPrepublicpropert)�group.com> Subject: FW: fixing blanks in Quail Valley Area #2 documents Hi Mark- Do I have your permission to authorize the City to slip page the agreements as referenced below? Corey Admire Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 2 14.3 28.1100 - direct 214.704.6237 - cell corey.admire(@svlandlaw.com www.svlandlaw.com From: McElroy, Denis C. <Denis.McElro) (Pfortworthtexas.gov> Sent: Wednesday, September 16, 2020 5:29 PM To: Corey Admire <corey.ad mire Psvlandlaw.com> Cc:Jonathan Cranz (Jonathan.Cranz(@kellyhart.com) <Jonathan.Cranz(@kellyhart.com>; Samford, John <John.Samford(@fortworthtexas.gov> Subject:fixing blanks in Quail Valley Area #2 documents Corey, Our City Secretary brought to my attention that the executed landowner and reimbursement agreement for Quail Valley Area #2 included some blanks that should have been filled in. In the landowner agreement (CSC 54448), there is a blank on the top of numbered page 2 (page 3 of pdf)where the ordinance number should have been inserted. For the reimbursement agreement (54447), there are blanks on numbered pages 5, 6, and 13 (pages 1, 2, and 11 of pdf) where the date, ordinance number, and reported interest rate were to be filled in. In an effort to make the public record as complete and clean as possible, I am requesting that your client give written permission (an email is fine) for those blanks to be filled in and the associated pages to be slipsheeted with corrected versions. I have attached highlighted and clean versions of the affected pages. Would you please see if you client would agree to these insertions and slipsheeting? Thanks, Denis Denis McElroy Assistant City Attorney 200 Texas Street Fort Worth, Texas 76102 (817)392-2758 denis.mcelro�:Afortworthtexas. oovv City of Fort Worth — Working together to build a strong community Fort Worth 0 Due to the ongoing coronavirus pandemic,the Fort Worth City Attorney's Office has implemented department-wide telework. All staff, except the City Attorney, are working remotely. You may communicate with me by using my customary email address and telephone extension number.