HomeMy WebLinkAboutContract 49302 PM PM r ?
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CONTRACT NO.00
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FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH
RANCH/QUAIL VALLEY)
MAJORITY LANDOWNER AGREEMENT
Among
THE CITY OF FORT WORTH, TEXAS
And
QUAIL VALLEY DEVCO I,L.L.C.and WALSH RANCHES LIMITED PARTNERSHIP
Dated as of May Z, 2017
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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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
QUAIL VALLEY DEVCO I, L.L.C., a Texas limited liability company ("Quail ValleX"), 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 "P3rty" and collectively as the
"Parties."This Agreement shall be effective on May 2, 2017 (the"Effective Date").
RECITALS
WHEREAS, the Majority Landowner owns approximately 246.94 acres of land (the "Land")
located in Improvement Area #1 of the Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) (the "District"), constituting a majority of the 251.01 acres in Improvement
Area #1;
WHEREAS, the Land constitutes taxable, privately-owned land located within the
Improvement Area #1 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 owned by Drees Custom Homes, L.P., Highland Homes-
Dallas, LLC, Weekley Homes, LLC, Village Homes, LP and Toll Brothers (collectively, the "Minori
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 #1
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 #1 Funded
Improvements"as defined therein;
WHEREAS, the City Council of the City(the "City Council") has contemporaneously herewith
Majority Landowner Agreement Page 1 of 10
adopted an assessment ordinance (Ordinance No. 22707-05-2017) (including all exhibits, the
"Assessment Ordinance") that levied Assessments on each parcel within Improvement Area #1,
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 a"Service and Assessment Plan"; and
WHEREAS, the Service and Assessment Plan includes an "Assessment Roll" setting forth the
amount of the Assessment for each parcel within Improvement Area #1, 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.
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#1,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
Assessment Plan; and
Majority Landowner Agreement Page 2 of 10
(iv) the Assessment Ordinance and the Service and Assessment Plan.
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 #1 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,
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;
(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
Majority Landowner Agreement Page 3 of 10
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, 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, 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, and Assessment Roll and regarding the levying of the
Assessments and determining the amount of the Annual Installments of the
Assessments;
Majority Landowner Agreement Page 4 of 10
(iii) any and all actions and defenses against the adoption or amendment of the
Assessment Ordinance,Service and Assessment Plan, 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
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, 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
2017 notice that annual installments of assessments that are paid in
installments will be due and payable beginning January 31, 2019; 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
E. The Majority Landowner agrees to provide to future purchasers of the Assessed
Majority Landowner Agreement Page 5 of 10
Property the notice required by Section 5.014 of the Texas Property Code,as amended.
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: 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
Cu
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
Majority Landowner Agreement Page 6 of 10
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
Majority Landowner Agreement Page 7 of 10
CITY OF FORT WORTH, EX S
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Majority Landowner Agreement Page 8 of 10
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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,its ral Partner
By:
Jake Wa er Co-CEO
Majority Landowner Agreement Page 9 of 10
WALSH RANCHES LIMITED PARTNERSHIP,
a Texas limited partnership,
By: Walsh North Star Company,
a Texas 1p"ban,its General Par er
By: 1
G. Malcolm Louden, sident
Majority Landowner Agreement Page 10 of 10
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/2/2017 -Ordinance No.22706-05-2017,
22707-05-2017&Resolution No. 4777-05-2017
DATE: Tuesday,May 2,2017 REFERENCE NO.: C-28221
LOG NAME: 13QUAIL_VALLEY_WALSH_RANCH_PID_FY2017
SUBJECT:
Conduct a Public Hearing to Consider the Levying of Special Assessments in
Improvement Area No. 1 of Fort Worth Public Improvement District No. 16
(Walsh Ranch/Quail Valley) (Quail Valley PID); Adopt Ordinance (1) Levying
Special Assessments on the Property Located in Improvement Area No. 1 of
the Quail Valley PID, (2)Approving Service and Assessment Plan for the
Quail Valley PID (Service and Assessment Plan), (3)Approving Assessment
Roll for Improvement Area No. 1 of the Quail Valley PID (Assessment Roll),
and(4) Ordaining Other Matters Related Thereto;Adopt Resolution Approving
the Improvement Area No. 1 Reimbursement Agreement(Reimbursement
Agreement)with Quail Valley DEVCO I,LLC, and Walsh Ranches Limited
Partnership(Collectively, Developers)to Address Construction, Acquisition
and Financing of the Improvements in Improvement Area No. 1 of the Quail
Valley PID; Authorize Execution of a Majority Landowner Agreement; and
Adopt Appropriation Ordinance(COUNCIL DISTRICT 3)
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. 1 of the
Quail Valley PID with collection to begin in the
2018 Tax Year;
2. Adopt the attached ordinance (a)levying
special assessments on the property located in
Improvement Area No. 1 of the Quail.Valley PID,
(b) approving the Service and Assessment Plan,
(c) approving the Assessment Roll for Improvement
Area No. 1 of the Quail Valley PID, and(d)
ordaining other matters related thereto;
3. Adopt the attached resolution approving the
Reimbursement Agreement with the Developers
setting forth the terms governing the
construction, acquisition and financing of the
improvements in Improvement Area No. 1 of the
Quail Valley PID,including the use of the
special assessment revenues;
4. Approve 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. I that is not owned by
Developers; and
5. Adopt the attached appropriation ordinance
increasing estimated receipts and appropriations
in the Fort Worth Public Improvement District No.
16 (Walsh Ranch/Quail Valley)Fund in the amount
of$350,000.00 from available funds.
DISCUSSION:
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
Developers for certain infrastructure costs. Full
development of the Quail Valley PID will
encompass multiple phases that occur over several
years as phases of the Quail Valley PID are
developed. This Mayor and Council Communication
(M&C)is intended to address Improvement Area No.
1 of the Quail Valley PID,which is the first
phase of development.
On April 11,2017, the City Council adopted
Resolution No. 4768-04-2017 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,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. 1 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 the public hearing is to receive
comments from the public regarding the proposed
special assessments to be levied on each property
in Improvement Area No. 1 of the Quail Valley
PID. As outlined in the Service and Assessment
Plan, improvements in the amount of$6,350,000
are to be funded by the special assessments on
Improvement Area No. 1, including$5,712,973.00
for paving expenses and$637,027.00 for
landscaping expenses. The special assessments
will be levied across 587 residential units
M
(representing 25 1.01 acres)and collected over a
30 year period. The 587 lots are divided into
five categories,with each category represented
by lot width. Widths including categories as
follows: 35 feet,50 feet,60 feet, 70 feet and
custom lot sizes.
Assessments will be allocated as follows:
Lot Size #of Lots Annual Installment
35 feet 28 $ 517.00
50 feet 239 $ 642.00
60 feet 182 $ 791.00
70 feet 98 $1,008.00
Custom 40 $1,670.00
In addition to the$6,350,000.00 of improvements
funded by the special assessments,the Developers
are constructing,without reimbursement from the
Quail Valley PID, additional improvements in the
amount of$23,168,594.00,bringing the total
costs of improvements in Improvement Area No. 1
of the PID to$29,518,594.00.
The Developers will be responsible for managing
all construction and the associated Agreements
for the development of the lots and residential
units within the Quail Valley PID. Beginning in
2019,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. The
Reimbursement Amount for Improvement Area No. 1
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 6 percent in
years 1 and 2,and 5 percent in years 3 through
30. If any portion of the Reimbursement Amount
remains unpaid after the City has elected to
issue bonds,the interest rate on the unpaid
Reimbursement Amount shall 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 Developers construction
schedule,portions of the property in Improvement
Area No. 1 have been sold to home developers
since the PID was created. The Majority Landowner
Agreement addresses the responsibilities of
Developers and City with respect to notices,
assurances, and payment of assessments for
property in Improvement Area No. 1 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 the set-up and ongoing
administration of the Quail Valley PID. Expenses
will cover costs for financial advisors,PID
administrators, and legal services up to
$350,000.00. Revenues will also be adjusted by
the same amount but are not anticipated to be
received until Fiscal Year 2018.
It is recommended that the City Council adopt the
attached ordinance levying such special
assessments and approving the Service and
Assessment Plan and Assessment Roll, adopt the
resolution approving the Reimbursement Agreement
for Improvement Area No. 1, and adopt the
appropriation ordinance increasing estimated
receipts and appropriations in the Fort Worth
Public Improvement District No. 16 (Walsh
Ranch/Quail Valley)Fund in the amount of
$350,000.00.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon
approval of this M&C,the Quail Valley Service
and Assessment Plan will be approved, the City
will levy assessments for a 30 year period on
property within Area No. 1 and that the City will
reimburse the developer$6,350,000.00 of
development costs through the income generated
from the assessments.
FUND IDENTIFIERS (FIDS):
To
Department Account Project Program Activity Budget Reference# Amount
Fund ID ID Year (Chartfield 2)
FROM
Department Account Project Budget Reference# Amount
Fund ID ID Program Activity Year (Chartfield 2)
CERTIFICATIONS:
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: John Samford (2318)
ATTACHMENTS
1. Form 1295 -G18842 PID Agreements.pdf_(Public)
2. Form 1295.12df (Public)
3. QV Ordinance- SAP 4.28.12df (Public)
4. QV Resolution-Reimbursement Agreement 4.28.12df (Public)
5. Ree 5-QUAIL VALLEY PID AO.docx (Pub&c)
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
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
i
I 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 tot the contract for which the form is 02/23/2017
being filed.
City of Fort Worth Date Acknowledged:
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
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,PLLC 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 that the above disclosure Is true and correct.
P b perjury,
ASHLEY PAIGE STEWARD
Notary Public,State of Texas
r. My Commission Expires
June 11, 2018
Signature of authorized agent dr contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said J` ,f:+�C�C. ���.�-y' .this the _day of
20 ,to certify which,witness my hand and seal of office.
fie. Q,W
gnature of officer administering oath Printed name of o 'cer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
C-28221 C
CERTIFICATE OF INTERESTED PARTIES FORM 1295
l of l
Complete Nos.i-4 and 6 if there are Interested parties. OFFICE USE ONLY
Complete Nos.1.2.3.5,and 6I there are no Interested parties. CERTIFICATION OF FILING
1 Name of business entity Tiling form,and the city,state and country of the business entityra place Certificate Number.
of business. 2017.175836
Walsh Ranches Limited Partnership
Fort Worth,7X United States Date t=iled:
2 Name of governmental entity or state agency that Is a party to the contract lor whictr the arms 03107/2017
being filed.
City of Fort Worth Date Ac reled:
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,TX United States X
Pope,Hardwicke,Christie,Schell,Kelly&Ray,LLP Fort Worth,lX United States X
Robert,Lombardi Fort Worth,TX United States X
Goble.Gary Fort Worth,7X 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 it there Is NO Interested Party. ❑
6 AFFIDAVIT t swear.or affirm under penalty of perjury.that the above disclosure is true and correm
r..��._+■ alsh Ranches Limited•Partnerships a Texas limited partner
rr ljulmWOOD y: Walsh North Star Company 2
* tWWp
.W.StMolTaWts: General Partner T
Signature of authorized agIfit of contractkV business entity
N
» By: Gary F. Gobles Secretary/Treasurer
ASAX NOTARY STAMP!SEAL ABOVE
Swam to and subscribed before me.by:he said
20 11 to certify which.witness my hand and seat of office.
Z<Jo 1I1U1'1 cer �dn
Signaure of officer ministering oath Punted name of officer adntintstering oath
'Ili a o!officer administering oath
Version VLO 277
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