HomeMy WebLinkAboutContract 49300-CA1SHUPE VENTURA, PLLC
9406 Biscayne Blvd.
Dallas, Texas 75218
214.328.1101
June 12, 2023 Corey Admire
Attorney
9406 Biscayne Blvd.
Dallas, Texas 75218
VIA EMAIL AND CERTIFIED MAIL 214.328.1100
Corey.Admire@svlandlaw.com
City of Fort Worth, Texas
Attn: Dana Burghdoff, Assistant City Manager
Denis McElroy, Assistant City Attorney
200 Texas St.
Fort Worth, Texas 76102
Re: Notice of Transfer of Master Reimbursement Agreement related to Improvement Area #3 of Fort
Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Dear Ms. Burghdoff and Mr. McElroy,
Pursuant to Section 13 of the Master Reimbursement Agreement for Fort Worth Public
Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "Master Reimbursement Agreement"), I
am providing notice of a Transfer of all obligations, rights, title and interest related to "Improvement Area
#3" (as defined in the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley), City
of Fort Worth, Texas, Service and Assessment Plan, approved May 2, 2017, as updated for Improvement
Area #2 on September 1, 2020, and as further updated for Improvement Area #3 on September 27, 2022)
by Walsh Ranches Limited Partnership, a Texas limited partnership ("Walsh Ranches") and Quail Valley
Devco I, LLC, a Texas limited liability company ("Devco I") to Quail Valley Devco III, LLC, a Texas
limited liability company ("Devco III") and Quail Valley VLO, LLC, a Texas limited liability company
('Devco VLO", and together with Devco 111, the "Assignees"). The Assignees are entities affiliated with
Devco I. A copy of the assignment is enclosed along with contact information of the Assignees for
purposes of Section 18 of the Master Reimbursement Agreement.
Sincerely,
Corey Admire
cc: Denis McElroy, City of Fort Worth, Texas (by email)
Jonathan Cranz, Kelly Hart & Hallman, LLP (by email)
Jeff Leuschel, McCall, Parkhurst & Horton, L.L.P. (by email) OFFICIAL RECORD
G. Malcom Louden, Walsh Ranches Limited Partnership CITY SECRETARY
Ryan Dickerson, Walsh Ranches Limited Partnership FT. WORTH, Tx
Jake Wagner, Quail Valley Devco I, LLC c/o Republic Property Group, Inc.
Jim Henry, Quail Valley Devco I, LLC, Quail Valley Devco III, LLC, and Qual Valley
VLO, LLC c/o Republic Property Group, Inc.
1920.020\265032.1
Notice Information for Assignees:
QUAIL VALLEY DEVCO III, LLC
c/o Republic Property Group, Inc.
Attn: Jim Henry
400 S. Record Street, Suite 1200
Dallas, Texas 75202
and:
QUAIL VALLEY DEVCO VLO, LLC
c/o Republic Property Group, Inc.
Attn: Jim Henry
400 S. Record Street, Suite 1200
Dallas, Texas 75202
With a copy to:
SHUPE VENTURA, PLLC
Attn: Misty Ventura
9406 Biscayne Blvd.
Dallas, TX 75218
1920.010\91122.2
1920.020\265032.1
CSC No. 49300-CAl
ASSIGNMENT OF RIGHTS TO REIMBURSEMENT PROCEEDS
UNDER MASTER REIMBURSEMENT AGREEMENT
This Assignment of Rights to Reimbursement Proceeds Under Master Reimbursement
Agreement (this "Assignment") is entered into by and among WALSH RANCHES LIMITED
PARTNERSHIP, a Texas limited partnership ("WRLP") and QUAIL VALLEY DEVCO I,
LLC, a Texas limited liability company ("Devco I"; WRLP and Devco I are referred to herein
collectively as "Assignor"), QUAIL VALLEY DEVCO III, LLC, a Texas limited liability
company ("Devco III"), and QUAIL VALLEY DEVCO VLO, LLC, a Texas limited liability
company ("Devco VLO"; together with Devco III, the "Phase 3 Developer" or "Assignee"),
effective as of June 18, 2023 (the "Effective Date").
RECITALS:
WHEREAS, in August of 2016, WRLP and Devco I filed a petition seeking to establish
a public improvement district to undertake improvements within a designated area consisting of
approximately 1,703 acres of land (the "Property"), to be developed as single-family housing
and constituting the first phase of a master planned, mixed use development known as "Walsh
Ranch" or "Walsh"; and
WHEREAS, in September of 2016, the Fort Worth City Council authorized the creation
of the "Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the
"Quail Valley PID"), a public improvement district covering the Property, created by the City of
Fort Worth, Texas (the "City") in accordance with Chapter 372 of the Texas Local Government
Code, as amended (the "PID Act") for the purpose of financing certain public improvements (the
"Authorized Improvements") that benefit the property within the Quail Valley PID, including
the Phase 2 Property (as defined below); and
WHEREAS, on July 17, 2017, the City and Assignor entered into that certain Master
Reimbursement Agreement for Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) (the "Master Reimbursement Agreement"), setting forth certain terms and
conditions for the reimbursement to Assignor of the costs of certain improvements within the Quail
Valley PID, not to exceed the sum of Forty-seven Million Dollars ($47,000,000.00) (such amount
referred to herein as the "Maximum Reimbursement"), recognizing that the improvements
would be developed in phases over the course of several years, and the parties agreed to use good
faith efforts to agree upon phase specific documents for each phase pertaining to the financing of
certain Authorized Improvements in each phase of the Quail Valley PID for the special benefit of
assessed property within that phase, and agreeing upon the portion of the Maximum
Reimbursement allocated to each phase; and
WHEREAS, the Phase 3 Developer is the owner and developer of approximately 150.77
acres of land located in Tarrant County and Parker County, Texas (the "Phase 3 Property"), which
Phase 3 Property is located in Walsh Ranch; and
WHEREAS, the Phase 3 Property lies within "Phase #3" located within "Improvement
Area #3" ("Improvement Area #3") of the Quail Valley PID; and
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
1920.020\793310.3
WHEREAS, the Authorized Improvements benefitting the Phase 3 Property, being located
within Improvement Area #3 (the "Improvement Area #3 Funded Improvements") have been
or will be constructed by the Phase 3 Developer in accordance with the PID Act and that certain
Fort Worth Public Improvement District No. 16 (Walsh Ranch / Quail Valley), City of Fort
Worth, Service and Assessment Plan, including the Assessment Roll(s) (as the same may be
amended and updated from time to time, the "Service and Assessment Plan"); and
WHEREAS, in connection with the financing of the Improvement Area #3 Funded
Improvements, the Fort Worth City Council adopted an Ordinance No. 25775-09-2022 on
September 27, 2022 (the "Improvement Area #3 Assessment Ordinance") approving the
Service and Assessment Plan, including the Assessment Roll(s), and levying special assessments
(the "Improvement Area #3 Assessments") for the purpose of financing the Improvement Area
#3 Funded Improvements on benefitted property within the Quail Valley PID, including the Phase
3 Property; and
WHEREAS, with respect to the levy of the Improvement Area #3 Assessments, and the
financing of the Improvement Area #3 Funded Improvements, the undersigned acknowledge and
agree that the Phase 3 Developer has incurred costs and expenses in connection with construction
of the Improvement Area #3 Funded Improvements and, therefore, Assignor hereby now desires
to assign to the Phase 3 Developer any and all rights to reimbursement of any portion of the
Maximum Reimbursement that may be paid to Assignor pursuant to the Master Reimbursement
Agreement with respect to the reimbursement to Assignor of the costs of the Improvement Area
#3 Funded Improvements, including any proceeds of bonds to be issued for the Improvement Area
#3 Funded Improvements;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Assignor hereby assigns to the Phase 3 Developer, all right, title, and interest of Assignor
in and to any and all reimbursement proceeds payable by the City to Assignor under the
Master Reimbursement Agreement for any portion of the Maximum Reimbursement for
costs associated with the Improvement Area #3 Funded Improvements (collectively, the
"Assigned Improvement Area #3 Reimbursables"), including any reimbursement
amounts that may be payable from Improvement Area # 3 Assessments and from proceeds
of bonds to be issued in the future with respect to reimbursement of costs related to the
Improvement Area #3 Funded Improvements.
2. The Phase 3 Developer hereby accepts such assignment of the Assigned Improvement Area
#3 Reimbursables and assumes and agrees to comply with and perform all obligations
under the Quail Valley PID, the Master Reimbursement Agreement, the Service and
Assessment Plan, the Improvement Area #3 Assessment Ordinance and related documents
to the extent the same relate to the Assigned Improvement Area #3 Reimbursables and/or
Improvement Area #3 (collectively, the "Assumed Obligations"). Phase 3 Developer
hereby agrees to indemnify, defend, release and hold harmless Assignor from and against
any and all claims, suits, losses, liens, liability, costs and expenses suffered or incurred by
Assignor that directly or indirectly result from or in any way relate to the Improvement
Area #3, the Assigned Improvement Area #3 Reimbursables, or the Assumed Obligations.
2
1920.020\793310.3
3. Assignor and the Phase 3 Developer acknowledge and agree that all sums payable to the
Phase 3 Developer pursuant to Paragraph 1 are governed by the terms of the Master
Reimbursement Agreement, and Assignor is hereby released from any of its obligations
(except as set forth in Paragraph 4 below) under the Master Reimbursement Agreement to
the extent related to the Assigned Improvement Area #3 Reimbursables and/or
Improvement Area #3.
4. By execution of this Assignment, Assignor and the Phase 3 Developer each agree to
execute releases and receipts of payment in forms acceptable to the City and/or the Quail
Valley PID in connection with all sums payable pursuant to Paragraph 1.
5. Notwithstanding any provision of the Master Reimbursement Agreement, Assignor and the
Phase 3 Developer hereby agree that all sums payable to Assignor for the Improvement
Area #3 Funded Improvements pursuant to the Master Reimbursement Agreement shall be
paid directly to the Phase 3 Developer, including any proceeds of bonds to be issued in the
future by the Quail Valley PID to the extent the same are related solely to Improvement
Area #3 and that the City and Quail Valley PID may rely upon this Assignment to do so.
6. Assignor hereby agrees that WRLP and Devco I, respectively, will execute and deliver all
such other commercially reasonable assignments and instruments as might be required or
necessary to vest title to the Assigned Improvement Area #3 Reimbursables in the Phase 3
Developer, so that the same will be paid directly to the Phase 3 Developer.
[EXECUTION PAGES FOLLOW]
1920.020\793310.3
IN WITNESS WHEREOF, the parties have executed this Assignment in multiple copies,
each of which shall be deemed an original of equal dignity, as of the Effective Date.
ASSIGNOR:
WALSH RANCHES LIMITED PARTNERSHIP,
a Texas limited partnership
By: Walsh North Star Company, LLC
a Delaware limited liability company,
its General Partner
B~
Name:
Title: G1=i7
QUAIL VALLEY DEVCO I, LLC
a Texas limited liability company
By: RPG QVR, LLC,
a Texas limited liability Company,
its Manager
By: Republic Property Group, Ltd.,
a Texas limited partnership,
its Manager
By: RPG, LLC,
a Texas limited liability company,
its General Partner
By:
Name:
Title:
M
1920.020\793310.3
IN WITNESS WHEREOF, the parties have executed this Assignment in multiple copies,
each of which shall be deemed an original of equal dignity, as of the Effective Date.
ASSIGNOR:
WALSH RANCHES LIMITED PARTNERSHIP,
a Texas limited partnership
By: Walsh North Star Company, LLC
a Delaware limited liability company,
its General Partner
By:
Name:
Title:
QUAIL VALLEY DEVCO I, LLC
a Texas limited liability company
By: RPG QVR, LLC,
a Texas limited liability Company,
its Manager
By: Republic Property Group, Ltd.,
a Texas limited partnership,
its Manager
4
By: RPG, LLC,
a Texas limited liability company,
1920.020\793310.3
ASSIGNEE/PHASE 3 DEVELOPER:
QUAIL VALLEY DEVCO III, LLC
a Texas limited liability company
By: RPG QVR, LLC,
a Texas limited liability Company,
its Manager
By: Republic Property Group, Ltd.,
a Texas limited partnership,
its Manager
By: RPG, LLC,
a Texas limited liability company,
its General Partner
B
N
Ti
QUAIL VALLEY DEVCO VLO, LLC
a Texas limited liability company
By: RPG QVR, LLC,
a Texas limited liability Company,
its Manager
By: Republic Property Group, Ltd.,
a Texas limited partnership,
its Manager
By: RPG, LLC,
a Texas limited liability company,
its General Partner
1920.020\793310.3