HomeMy WebLinkAboutContract 49300 tiPM CITY SECRETARY' l
o REC CONTRACT N0.
EIvOD.�
00 4 17 2017
'- QYSrC,76 �rH o Master Reimbursement Agreement
�cAErA8y for Fort Worth Public Improvement District No. 16
�s6 (Walsh Ranch/Quail Valley)
This Master Reimbursement Agreement for Fort Worth Public
Improvement District No. 16 (Walsh Ranch/Quail Valley) (this "Agreement") is
made and entered into by and between the CITY OF FORT WORTH, a home-rule
municipal corporation of the State of Texas ("City"), and WALSH RANCHES
LIMITED PARTNERSHIP, a Texas limited partnership ("WRLP"), and QUAIL
VALLEY DEVCO I, LLC, a Texas limited liability company ("Devco"). WRLP and
Devco are collectively referred to herein as "Developer." City and Developer may be
referred to herein individually as a Party and collectively as the Parties.
WHEREAS, the Public Improvement District Assessment Act (the "Act"),
Texas Local Government Code §§ 372.001 et seq., authorizes the City to undertake
an improvement project that confers a special benefit on a definable part of the City
or its extraterritorial jurisdiction (a "public improvement district" or "PID"), with
the costs of such project allocable to and assessable against property in the PID with
assessments apportioned on the basis of special benefits accruing to the property
because of the improvement; and
WHEREAS, WRLP, Devco, and their respective successors and assigns are
undertaking a development project to transform approximately 7,297 acres of land
that currently are within the City's corporate limits or its extraterritorial jurisdiction
but will ultimately be within the City's corporate limits into a multiphase, quality,
master-planned, mixed-use community development, including a variety of uses
such as single-family, multi-family, office, retail, industrial, governmental, open-
space and other uses; and
WHEREAS, in August 2016, WRLP and Devco filed a petition seeking to
establish a public improvement district to undertake improvements within a
designated area consisting of approximately 1,703.5682 acres of land to be
developed as single-family housing and constituting the first phase of Developer's
overall project; and
WHEREAS, in September 2016, the Fort Worth City Council: (i) found that
certain described improvements were feasible and desirable, will promote the
interests of the City, and will confer a special benefit on the property in the PID; and
(ii) authorized the creation of Fort Worth Public Improvement District No. 16
(Walsh Ranch/Quail Valley) (the "Quail Valley PID") as a mechanism to undertake
and finance the improvement project; and
Master Reimbursement Agreement OFFICIAL.RECORD Page 1 of 13
CITY SECRETARY
1, rT WORTH,TX
WHEREAS, development of improvements within the Quail Valley PID is
expected to occur in multiple phases over the course of several years, with certain
eligible improvements in each phase to be undertaken and financed in accordance
with phase-specific service and assessment plan updates, reimbursement
agreements,assessment ordinances, and other agreements the terms and conditions
of which are to be negotiated and agreed to by the Parties (the "Phase-Specific
Documents"); and
WHEREAS, the Parties shall use reasonable, good faith efforts to negotiate
and agree upon the Phase-Specific Documents for each phase in advance of
construction of each phase; and
WHEREAS, the Parties wish to enter into this Agreement to establish certain
overarching terms and conditions applicable to the development of the Quail Valley
PID as a whole and to set the general framework for each series of Phase-Specific
Documents.
NOW THEREFORE, in consideration of the recitals set forth above and the
mutual covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged and confessed
by each of the Parties, the City and Developer have agreed and do hereby agree as
follows:
1. TERM.
This Agreement shall be effective upon execution by both Parties and shall
continue in effect until December 31, 2043.
2. MAXIMUM REIMBURSEMENT AMOUNT.
The maximum combined principal reimbursement amount to be paid to
Developer for all phases of the Quail Valley PID shall not exceed Forty-Seven
Million Dollars ($47,000,000.00) ("Maximum Reimbursement").
3. PHASE-SPECIFIC DOCUMENTS.
For each phase of development, the Developer shall recommend to the City
the size of the phase and the portion of the Maximum Reimbursement to be
allocated to improvements within that phase (the "Phase Reimbursement"). The
Developer acknowledges that any such recommendations should further the City's
goal of encouraging and accelerating development of the Quail Valley PID. All terms
and conditions of the Phase-Specific Documents shall be negotiated by the Parties in
good faith.
Master Reimbursement Agreement Page 2 of 13
4. LEVY OF ASSESSMENTS AND COMMENCEMENT OF COLLECTION.
Assessments for each phase of the Quail Valley PID will be levied on a date
mutually agreed upon by the City and the Developer. Collection of assessments for
each phase may not commence until the date on which (a) all improvements for that
phase have been completed and accepted by the City in accordance with the terms of
the applicable Phase-Specific Documents, and (b) such assessments can be collected
in the same manner by which the City's ad valorem taxes are colleted. The
collection of the assessments for all phases will be conducted through the Tax
Assesor-Collectors of Tarrant and Parker Counties.
5. INTEREST.
Any portion of the Maximum Reimbursement that has not been allocated to a
specific phase shall not be subject to accrual or payment of interest. Interest shall
not accrue on any Phase Reimbursement unless and until: (i) improvements for that
phase have all been completed and dedicated to the City or public in accordance
with the terms of the Phase-Specific Documents; and (ii) collection of assessments
for that phase has commenced. No compound interest shall be allowed.
6. MAXIMUM COLLECTION PERIOD PER PHASE.
If a property owner elects to pay an assessment in annual installments, the
total number of annual installments may not exceed thirty(30).
7. ASSESSMENT FOR FINAL PHASE.
The Parties acknowledge and agree that phasing of the development is
necessary to respond to market conditions and demand but also acknowledge that it
is the goal of the City for full development of the Quail Valley PID to occur as rapidly
as possible. Therefore, the levy of assessments for the final phase of development
must occur within twenty-five (25) years after the date on which assessments are
levied for the first phase of development (the"Assessment Deadline"). To the extent
any portion of the Maximum Reimbursement has not been allocated to an
assessment levied on or before the Assessment Deadline, Developer shall not be
entitled to reimbursement for that portion, and the City shall not be obligated to
make an assessment for the unrecovered portion.
8. ISSUANCE OF BONDS.
A. At the request of Developer, the City may, in its discretion, agree to
issue PID bonds to accelerate and monetize some or all of a Phase
Master Reimbursement Agreement Page 3 of 13
Reimbursement. If Developer seeks the issuance of PID bonds for a phase,
Developer must make such a request in writing to the City prior to the date
on which an assessment ordinance for that phase is adopted. Developer
acknowledges and agrees that in order to encourage and accelerate
development, the City does not intend to issue any PID bonds for a phase
until final plats have been approved by the City and filed for the entire
subsequent phase. Notwithstanding the foregoing, the City may, in its
discretion, issue PID bonds associated with the final phase when the
improvements for that phase have been completed and accepted by the City
in accordance with the terms of the Phase-Specific Documents for the phase.
B. With respect to any phase (the "Reference Phase"), if final plats for an
entire subsequent phase are not approved by the City and filed within five
(5) years from the date assessments began to be collected for the entire
Reference Phase for which PID bonds are requested to be issued,then no PID
bonds will be issued for the Reference Phase. The limitation set forth in this
Section 8.13. shall operate independently in each phase, and the inability to
issue PID bonds in one phase as a result of such limitation shall not affect the
ability to issue PID bonds in any other phase.
C. The issuance of PID bonds in any Reference Phase is conditional upon
the Developer being in full and continuing compliance with the terms of each
Continuing Disclosure Agreement entered into with respect to any PID
bonds. As used herein,the term "Continuing Disclosure Agreement"means a
continuing disclosure agreement of the Developer entered into in connection
with the issuance of any PID bonds in satisfaction of the requirements of Rule
15c2-12 promulgated by the United States Securities and Exchange
Commission.
D. If issued, PID bonds shall mature at the date or dates specified in the
issuing instruments, with no such date to exceed twenty (20) years from the date
of issuance.
9. 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.
Master Reimbursement Agreement Page 4 of 13
10. 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.
11. 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.
12. INDEPENDENT CONTRACTOR.
Developer and the City shall operate hereunder as independent contractors
and neither shall be considered or construed to be an officer, agent, servant, or
employee of the other Party. Each Party shall have exclusive control of and the
exclusive right to control the details of its actions performed hereunder and all
persons performing same and shall be solely responsible for the acts and omissions
of its own officers, agents, servants,employees, and subcontractors. The doctrine of
respondeat superior shall not apply as between the City and Developer or their
respective officers, agents, servants, employees, or subcontractors. Nothing herein
shall be construed as creating a partnership or joint enterprise between the
City and Developer. It is expressly understood and agreed that no officer, agent,
servants, employee, or subcontractor of Developer is in the paid service of the City
13. TRANSFER.
A. WRLP and Devco each has the right to assign, convey, transfer,
mortgage, pledge, or otherwise encumber, in whole or in part, their
respective obligations, rights, title, or interest under this Agreement: (1) to
any affiliate (i.e., any person or entity that controls, is controlled by, or is
under common control with WRLP or Devco) without the consent of the City;
and (2) to any other person or entity with the consent of the City (any of the
foregoing, a "Transfer." and the person or entity to whom the Transfer is
made, a "Transferee"). Notwithstanding the foregoing, no Transfer shall be
effective until five (5) days after written notice of the Transfer (including a
copy of the instrument effectuating the Transfer and obligating the
Master Reimbursement Agreement Page 5 of 13
Transferee to be bound by the terms and conditions of this Agreement to the
extent such terms and conditions apply to the Transfer) is received by the
City, including, for each Transferee, the notice information required by this
Agreement. The City may rely on notice of a Transfer received from the
Developer without obligation to investigate or confirm the validity of the
Transfer.
B. WRLP and Devco each represent and warrant to the City that with
regard to the obligations of the Developer under this Agreement, WRLP and
Devco are jointly and severally liable for such obligations unless and until
either of them has transferred such obligations, in whole or in part, pursuant
to this section. In the event of a Transfer by either WRLP or Devco of all or
any of its obligations under this Agreement pursuant to this section, the
Transferee shall only be liable to the extent of the obligations that are the
subject of the Transfer and shall not be jointly liable with the Developer or
with any other Transferee for any other obligations under this Agreement.
14. COMPLIANCE WITH LAW.
WRLP and Devco and their respective Transferees, and their respective
officers and employees, shall comply with all laws, federal, state and local, including
all ordinances, rules and regulations of the City, that apply to the performance of
their respective obligations under this Agreement. Non-compliance shall constitute
a Failure as defined in the "DEFAULT"section of this Agreement.
15. NON-DISCRIMINATION.
A. In the execution, performance, or attempted performance of this
Agreement, WRLP, Devco, and their respective Transferees will not: (i)
discriminate against any person or persons because of disability, age, familial
status, sex, race, religion, color, national origin, or sexual orientation; or (ii)
permit their respective officers or employees to engage in such
discrimination.
B. WRLP, Devco, and their respective Transferees, each represent and
warrant to the City that, to their respective best knowledge and belief, none
of them or their respective officers or employees have (in connection with
any employee or employee-applicant) violated Chapter 17, Article III,
Division 3, of the City Code of the City of Fort Worth ("Discrimination in
Employment Practices").
Master Reimbursement Agreement Page 6 of 13
16. RIGHT TO AUDIT.
WRLP, Devco,and their respective Transferees, each agree that the City shall,
until three (3) years after assessments are levied for the last phase of development
under this Agreement: (1) have access to and the right to examine any of their
directly pertinent books, documents, papers and records involving transactions
relating to this Agreement; and (2) have access during normal working hours to
their respective facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give reasonable advance notice of intended audits. This
section shall survive for a period of three (3) years after any termination or
expiration of this Agreement.
17. DEFAULT.
A. 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 Failure is monetary, the non-performing
Party shall have thirty (30) days within which to cure. If the Failure is non-
monetary, the non-performing Party shall have forty-five (45) days within
which to cure.
B. if the Developer is in Default, the City's sole and exclusive remedy
shall be to compel performance through injunctive relief or specific
performance. No Default by the Developer shall entitle the City to terminate
this Agreement.
C. if the City is in Default, the Developer's sole and exclusive remedies
shall be to: (1) compel performance through injunctive relief or specific
performance; and/or (2) seek specific enforcement of this Agreement. No
Default by the City shall entitle the Developer to terminate this Agreement.
D. 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.
18. NOTICES.
Master Reimbursement Agreement Page 7 of 13
Notices to be provided hereunder shall be sufficient if forwarded to the other
Party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to
the address of the other Party shown below:
City of Fort Worth
Jesus Chapa,Assistant City Manager
City of Fort Worth
1000 Throckmorton St.
Fort Worth,Texas 76102
Walsh Ranches Limited Partnership
Attn: G.Malcolm Louden
500 West Seventh Street
Suite 1007
Fort Worth,TX 76102
Quail Valley Devco I,LLC
c/o Republic Property Group,Inc.
Attn:Jake Wagner
8401 North Central Expressway, Suite 350
Dallas,Texas 75225
19. NON-WAIVER.
The failure of either 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 the City's or Developer's
right to assert or rely on any such term or right on any future occasion.
20. GOVERNMENTAL POWERS.
Both 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.
21. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired.
Master Reimbursement Agreement Page 8 of 13
22. FORCE MATEURE.
If either Party is unable, either in whole or part,to fulfill its obligations under
this Agreement due to acts of God; strikes, lockouts, or other industrial
disturbances; acts of public enemies; wars; blockades; insurrections; riots;
epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions
by any court, board, department, commission, or agency of the United States or of
any state; declaration of a state of disaster or of emergency by the federal, state,
county, or City government in accordance with applicable law; issuance of a Level
Orange or Level Red Alert (or their equivalent) by the United States Department of
Homeland Security; any arrests and restraints; civil disturbances; or explosions; or
some other reason beyond the Party's reasonable control,the obligations so affected
by any of the foregoing events will be suspended only during the continuance of
such events.
23. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only
and shall not be deemed a part of this Agreement.
24. AMENDMENT.
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.
25. SIGNATURE AUTHORITY.
The 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. The other Party is fully entitled to
rely on this warranty and representation in entering into this Agreement.
26. ENTIRE AGREEMENT.
This written instrument (together with any attachments, exhibits, and
appendices) 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.
Master Reimbursement Agreement Page 9 of 13
27. 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.
IN WITNESS WHEREOF, the Parties ha e exec -ed this Master Reimbursement
Agreement in Fort Worth,Texas,this fday of 2017.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES TO FOLLOW
Master Reimbursement Agreement Page 10 of 13
CITY QF-f ORT WORTH
By.
t
Jesus "Jay" Chapa
Assistant City Manager
Approv to For and egality:
B
Y•
Denis C. 4woy
Assistant City Attorney
Contract Authorization:
M&C �
Attest:
By:
Mary J. KaMr,Ci Secretary
U`1. Oq
CAS
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Master Reimbursement Agreement Page 11 of 13
Walsh Ranches Limited Partnership,
a Texas limited partnership
By: Walsh North Star Company,
a Texas corporation,its General Partner
By: /
G. Malcolm Louden,President
Master Reimbursement Agreement Page 12 of 13
QUAIL VALLEY DEVCO I,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 limited liability company,
it's General Panner
By: Javo
Y'
Jake Wager o-CEO
Master Reimbursement Agreement Page 13 of 13
C-28197 C
i CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of l
COnVete NOS.1-4 and 6 R there are interested Parties. OFFICE USE ONLY
Complete Nos.1.2.3.5.and 6 if there are no Interested parties. CERTIFICATION OF FILtNG
1 Name of business entity filing tonin,and the City.State and country of the business entity's place Certificate Number.
of business. 2017-175636
Walsh Ranches Limited Partnership
Fort(North,7X United States Date fated:
2 Name of govemmen entity or state agenry that is a party to the contract For which the Pmts 03/07/2017
being Tiled.
City of Fort Worth pate Ackn d:
3 Provide the Identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
G18842
Public Improvement District Agreements
4 Nature of Interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Winstead PC Austin,7X United States X
Winstead PC Fort Worth.7X United States X
Pope.Hardwicke,Christie,Schell,Kelly&Ray,LLP Fort Worth,TX United States X
Robert,Lombardi Fort Worth,TX United States X
Goble,Gary Fort Worth,TX United States X
Walsh,Ill.F.Howard Fort worth,TX United States X
Louden,G.Malcolm Fort Worth.TX United States X
5 Check only If there is NO Interested Party.
6 AFFiDAVrr t swear.or affirm,tauter penalty of perjury,that the above disclosure Is we and correa.
,......+��■ alsh Ranches Limited,Partnership, a Texas limited partner
Its AWANWOOD y: Walsh North Star Company
# W"t p. tk.Ststef� ts: General. Partner
Signature of authorized nig t of oonVacttng business entity
M By: Gary F. Goble, Secretary/Treasurer
AFFIX NOTARY STAMP I SEAL ABOVE
t'iA u �. Gt�r3L� days �c,l7
Swam to and subscribed before me.by the said __
20—M--,to ceniywNM witness rry hand and seat of otfioe.
-Me of officer administering oath
Signature of officer administering oath Printed name
of officer adnunistedng Daft►
Version VLO277
Forms proat hl l LJOE �
�pmmtssion www.ethics.statebtus
C-28197 C
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
i
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-171157
Quail Valley Devco I,LLC
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/23/2017
being filed.
City of Fort Worth Date Acknowledged-
3
cknowl dged-3 Provide the identification number used by the governmental entity or state agency to track or identity the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
G18842
Public Improvement District Agreements
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I intermediary
Kiker,Mark Fort Worth,TX United States X
Wagner,Jake Fort Worth,TX United States X
Ruggeri,Tony Fort Worth,TX United States X
DPFG,Inc. Austin,TX United States X
Shupe Ventura,PI-LC Dallas,TX United States X
RPG QVR,LLC Dallas,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
ASHLEY PAIGE STe
M1C Pv
RT
'�.�� e•`� Notary Public.Statee of of Texas
r? My Commission Expires
""alFaFX�.. June 11, 2018
"` Signature of authorized agent 61 contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said 1_A`O,C y- ''l-e- this the _day of
20___\_]_,to certify which,witness my hand and seal of office.
le. e.W 01C
gnature of officer administering oath Printed name of o icer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
M&C Review Page I of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOS�#
COUNCIL ACTION: Approved on 5/2/2017
DATE: 5/2/2017 REFERENCE *,C-28197 LOG NAME: 13FINWALSHRANCHAMDMT
NO..
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Master Reimbursement Agreement with Walsh Ranches Limited Partnership
and Quail Valley DEVCO 1, LLC, to Address Basic Payment Structures from Assessment
Revenues for Infrastructure at Walsh Ranch Development Within Fort Worth Public
Improvement District No. 16 (Walsh Ranch/Quail Valley) (Quail Valley PID) (COUNCIL
DISTRICT 3)
RECOMMENDATION:
It is recommended that the City Council authorize a Master Reimbursement Agreement with Walsh
Ranches Limited Partnerships and Quail Valley DEVCO I, LLC (and their respective successors and
assigns) (collectively, the Developer) setting forth a framework for full implementation of the Quail
Valley PID by establishing a maximum amount of reimbursement from assessment revenues, setting
a deadline for commencing collections of assessment revenues in all phases and establishing basic
conditions associated with possible issuance of future debt.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize actions to set the
framework for implementation of the Quail Valley PID over the course of the next several years.
In 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
Developer for certain infrastructure costs. Full implementation of the PID will occur over several years
as phases of the Quail Valley area are developed.
This M&C sets out a roadmap for that implementation by authorizing the execution of a Master
Reimbursement Agreement(MRA) for the Quail Valley PID. The MRA will serve as a guiding
document, outlining essential terms by which reimbursement for improvements within the Quail Valley
PID will occur.
The MRA sets a maximum reimbursement amount for the entire Quail Valley PID at $47 million,
which is consistent with the figure referenced in the resolution creating the PID. This document also
requires that the Developer fund the construction of all improvements in the Quail Valley PID, to be
reimbursed for a portion of the improvements from assessments to be levied and collected in each
phase after the improvements in such phase have been completed. Interest on any reimbursement
owed to the Developer will not commence until after the assessments have commenced.
The MRA reflects the fact that a capital PID is an extraordinary development vehicle not normally
employed by the City, but that is being utilized here to expedite full development of the Quail Valley
PID. In that vein, the MRA requires that PID assessments for all phases be in place within 25 years,
limits collection of the assessments levied for each phase to no more than 30 years, and ties
issuance of bonds (and expediting of reimbursement)to prompt development of subsequent phases.
Although the PID is divided into 7 phases, all assessments must be made (and, therefore, all
improvements within the PID must be completed) within 25 years of the first assessment. So, for
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24600&councildate=5/2/2017 7/18/2017
M&C Review Page 2 of 2
example, if$30 million of the possible $47 million in reimbursement has been allocated to and
assessed against Phases 1 through 5 within that 25 year period, but assessments have not been
placed on Phases 6 and 7 by the deadline, then the Developer's total compensation would be limited
to $30 million (plus interest, as applicable), and no assessments would be made against Phase 6 or
7.
With respect to possible bonds, the MRA outlines basic conditions that must be met for the City to
consider issuing debt for any phase of the PID. Those conditions are: (a) the Developer has filed and
the City has accepted the final plat for the entire subsequent phase (not applicable to final phase); (b)
the final plat for the subsequent phase has been filed within five years from the date the assessments
were levied on the phase for which bonds are being requested; and (c) the issuance of debt is
contingent upon the Developer's full and continuing compliance with the terms of each Continuing
Disclosure Agreement as required under the United States Security and Exchange Commission, Rule
15c2-12.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval, the City will be able to acquire infrastructure
installed by the Developer within the Walsh Ranch Public Improvement District as contemplated
during the creation of the District. In addition, the time and relationship of when debt will be issued
and administered as a monetization tool to provide the Developer with reimbursement dollars will be
clearly defined.
TO
Fund Department Account Project Program I Activity I Budget Reference# Amount
ID ID Year (Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfleld 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: John Samford (2318)
ATTACHMENTS
Form 1295 - G18842 PID Agreements.pdf
Form 1295.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24600&councildate=5/2/2017 7/18/2017