HomeMy WebLinkAboutResolution 4830-08-2017 A RESOLUTION
NO. 4830-08-2017
APPROVING A REIMBURSEMENT AGREEMENT FOR FORT WORTH PUBLIC
IMPROVEMENT DISTRICT NO. 17 (ROCK CREEK RANCH); AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, the City Council (the "City Council") of the City of Fort Worth, Texas (the
"City") in connection with the Fort Worth Public Improvement District No. 17 (Rock Creek
Ranch) (the "District") desires to approve the PID Reimbursement Agreement — Fort Worth
Public Improvement District No. 17 (Rock Creek Ranch) (the "Reimbursement Agreement"),
between the City and Walton Development & Management TX, LLC, a Delaware limited
liability company (the "Developer"), as developer for the District, which sets forth their
understanding and agreement related to the construction, acquisition and financing of the public
improvements in the District, including the issuance of special assessment revenue bonds in
connection with the same;
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS THAT:
1. The Reimbursement Agreement is hereby authorized and approved in substantially the
final form attached hereto as EXHIBIT A and incorporated herein as a part hereof for all purposes
and the City Manager of the City is hereby authorized and directed to execute and deliver such
agreement with such changes as may be required to carry out the purpose of this Resolution.
2. This Resolution is effective immediately upon adoption and approval.
Adopted this 15th day of August, 2017.
ATTEST: U'
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By: ��► CAS
onald P. Gonzales, As i ant City Secretary
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&�RTWORTH
Resolution No.4830-08-2017
EXHIBIT A
REIMBURSEMENT AGREEMENT
PID Reimbursement Agreement
Fort Worth Public Improvement District No. 17
(Rock Creek Ranch)
This Reimbursement Agreement (this "Agreement") is entered into by Walton Development &
Management TX, LLC, a Delaware limited liability company (the "Developer") and the City of
Fort Worth, Texas, a Texas home-rule municipality (the "City"),to be effective August 15, 2017
(the "Effective Date"). The Developer and the City are individually referred to as a "Party" and
collectively as the "Parties."
SECTION 1. RECITALS
1.1 WHEREAS, capitalized terms used in this Agreement shall have the meanings given to
them in Section 2;
1.2 WHEREAS, unless otherwise defined: (1) all references to "sections" shall mean sections
of this Agreement; (2) all references to "exhibits" shall mean exhibits to this Agreement; and (3)
all references to "ordinances" or "resolutions" shall mean ordinances or resolutions adopted by
the City Council;
1.3 WHEREAS, on December 13, 2016, the City Council passed and approved the PID
Creation Resolution authorizing the creation of the PID pursuant to the authority of the Act,
covering approximately 1,756 contiguous acres within the corporate limits of the City, which
land is described in the PID Creation Resolution;
1.4 WHEREAS, on August 15, 2017 the City Council passed and approved the Major
Improvement Assessment Ordinance;
1.5 WHEREAS, the Major Improvement Assessment Ordinance initially approved the
SAP;
1.6 WHEREAS, the SAP identifies Authorized Improvements to be designed, constructed,
and installed by or at the direction of the Parties that confer a special benefit on the Assessed
Property and that consist of Major Improvements and Roadway Improvements;
1.7 WHEREAS,the SAP estimates the Actual Costs of the Authorized Improvements;
1.8 WHEREAS, the Assessed Property is being developed in phases;
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1.9 WHEREAS, the SAP determines and apportions the Actual Costs of the Authorized
Improvements to the Assessed Property, which Actual Costs represent the special benefit that
the Authorized Improvements confer upon the Assessed Property;
1.10 WHEREAS, the Major Improvement Assessment Ordinance levied Special Assessments
against the Assessed Property in the amounts set forth on an Assessment Roll for the payment
of the Actual Costs of the Major Improvements
1.11 WHEREAS, a future Assessment Ordinance is anticipated to levy Special Assessments
in the amount to be set forth on an updated Assessment Roll for the purpose of financing the
Actual Costs of the Roadway Improvements;
1.12 WHEREAS, Special Assessments, including the Annual Installments thereof, are or will
be due and payable as described in the SAP;
1.13 WHEREAS, the Special Assessments, including the Annual Installments thereof, shall
be billed and collected by the City, or by its designee on behalf of the City, at the time and in
the manner determined by the City;
1.14 WHEREAS, Assessment Revenue from the collection of Special Assessments, including
the Annual Installments thereof, shall be deposited as provided in the applicable Bond
Indenture;
1.15 WHEREAS, Bond Proceeds shall be deposited and shall only be used in the manner set
forth in a Bond Indenture;
1.16 WHEREAS, this Agreement is a "reimbursement agreement" authorized by
Section 372.023(d)(1)of the PID Act;
1.17 WHEREAS, the foregoing RECITALS: (1) are part of this Agreement for all purposes;
(2) are true and correct; and (3) constitute representations, warranties, and covenants that each
Party has relied upon in entering into this Agreement; and
1.18 WHEREAS, all resolutions and ordinances referenced in this Agreement (e.g., the PID
Creation Resolution and each Assessment Ordinance), together with all other documents
referenced in this Agreement (other than the Roadway Improvements Memorandum of
Understanding), are incorporated as part of this Agreement for all purposes as if such
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resolutions, ordinances, and other documents were set forth in their entirety in or as exhibits to
this Agreement.
NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set forth
in this Agreement,the Parties agree as follows:
SECTION 2. DEFINITIONS
2.1 "Act" is defined as Chapter 372, Texas Local Government Code, as amended.
2.2 "Actual Costs" are defined in the SAP.
2.3 "Agreement" is defined in the introductory paragraph.
2.4 "Administrative Expenses" are defined in the SAP.
2.5 "Annual Installment" is defined in the SAP.
2.6 "Assessed Property" is defined in the SAP.
2.7 "Assessment Ordinance" is defined in the SAP.
2.8 "Assessment Revenue" means the revenues actually received by or on behalf of the City from
the collection of Special Assessments, including the Annual Installments thereof, including any
interest on such Special Assessment or Annual Installment and any funds received in connection
with a prepayment, delinquency or foreclosure as provided in the SAP.
2.9 "Assessment Roll" is defined in the SAP.
2.10 "Authorized Improvements" are defined in the SAP.
2.11 'Bond Indenture" means the applicable trust indenture pursuant to which PID Bonds are
issued.
2.12 'Bond Proceeds" mean the proceeds derived from the issuance and sale of a series of PID
Bonds that are deposited and made available to pay Actual Costs in accordance with the applicable
Bond Indenture, the SAP and this Agreement.
2.13 "Certificate for Payment" means a certificate (substantially in the form of Exhibit A or as
otherwise approved by the Developer and the City Representative) executed by a representative of
the Developer and approved by the City Representative, delivered to the City Representative (and/or,
if applicable, to the trustee named in any applicable Bond Indenture), specifying the work performed
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and the amount charged (including materials and labor costs) for Actual Costs, and requesting
payment of such amount from the appropriate fund or funds. Each certificate shall include
supporting documentation in the standard form for City construction projects and evidence that the
Authorized Improvements (or its completed segment) covered by the certificate have been inspected
by the City.
2.14 "City" is defined in the introductory paragraph.
2.15 "City Facilities Agreement" means the City's standard community facilities agreement
substantially in the form of Exhibit C or such other form as the City may require to ensure
compliance with its "Community Facilities Agreement (CFA) Policy, Related Ordinance, and Street
Design Criteria" last revised by M&C G-13181, March 20, 2001, as the same may be amended from
time to time.
2.16 "City Representative" means the person authorized by the City Council to undertake the
actions referenced herein. As of the date hereof, the Chief Financial Officer / Director of Financial
Management Services, or his or her designee, are the authorized City Representatives.
2.17 "City Council" means the governing body of the City.
2.18 "Closing Disbursement Request" means a request in the form of Exhibit B or as otherwise
approved by the Parties.
2.19 "Default" is defined in Section 4.6.1.
2.20 "Delinquent Collection Costs" are defined in the SAP.
2.21 "Developer" is defined in the introductory paragraph.
2.22 "Effective Date" is defined in the introductory paragraph.
2.23 "Failure" is defined in Section 4.6.1.
2.24 "Major Improvement Assessment Ordinance" is defined in the SAP.
2.25 "Major Improvement Bonds" means those PID Bonds used to finance the Major
Improvements.
2.26 "Major Improvements" is defined in the SAP.
2.27 "Maturity" is the date one year after the last Annual Installment is collected.
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2.28 "Party" and "Parties" are defined in the introductory paragraph.
2.29 "PID" is defined as the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch)
created by the PID Creation Resolution.
2.30 "PID Bonds" are defined in the SAP.
2.31 "PID Creation Resolution" is defined as Resolution No.4724-12-2016 passed and approved
by the City Council on December 13, 2016.
2.32 "PID Pledged Revenue Fund"means the fund established by the City under a Bond Indenture
(and segregated from all other accounts of the City) into which the City deposits Assessment
Revenue from the collection of the Special Assessments securing the PID Bonds issued under such
Bond Indenture.
2.33 "PID Project Fund" means the fund, including all accounts created within such fund,
established by the City under a Bond Indenture (and segregated from all other funds of the City) into
which the City deposits that portion of the Bond Proceeds and any other funds authorized or required
by such Bond Indenture, which is to be used for the payment of the project costs of the Authorized
Improvements.
2.34 "Redemption/Waiver Agreement" means any Agreement Regarding Conveyance of Right of
Redemption and Waiver of Agricultural Valuation by and between the City and the landowners of
the District entered into in connection with the issuance of PID Bonds.
2.35 "Roadway Improvements" are defined in the SAP.
2.36 "Roadway Improvements PID Bonds" means those PID Bonds used to finance Roadway
Improvements.
2.37 "Roadway mprovements Memorandum of Understanding" is defined as that certain non-
binding "Memorandum of Understanding — City of Fort Worth/Rock Creek Ranch/ Chisolm Trail
Ranch— Brewer Road Project", approved August 1, 2017, executed by the City, the Developer and
WM Sub CTR, LP, relating to the anticipated financing and construction of the Brewer Road Project
(as defined therein), which includes the Roadway Improvements, a copy of which is attached as
Exhibit D for reference only.
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2.38 "SAP" is defined as the Fort Worth Public Improvement District No. 17, Rock Creek Ranch,
Service and Assessment Plan approved as part of the Assessment Ordinance, as the same may be
updated or amended by City Council action.
2.39 "Special Assessment"is defined in the SAP.
2.40 "Transfer" and "Transferee" are defined in Section 4.8.
SECTION 3. FUNDING MAJOR IMPROVEMENTS
3.1 Fund Deposits. The City, or its designee, shall bill and collect Annual Installments in the
manner and at the times determined by the City; and, the City shall immediately deposit all
Assessment Revenue in the manner set forth in the applicable Bond Indenture. Subject to Section
3.3, the City shall also deposit Bond Proceeds and any other funds authorized or required by the
applicable Bond Indenture in the manner set forth in the applicable Bond Indenture. Funds in a PID
Project Fund shall only be used in accordance with the applicable Bond Indenture. Prior to the
closing of any PID Bonds, the Developer shall make any deposits to the University Property
Improvement Account and/or the Developer Property Tax Account in the amount and in the manner
set forth in the Bond Indenture relating to such PID Bonds. Any amounts so deposited into such
accounts shall be used in the manner set forth in the applicable Bond Indenture and, with respect to
the Developer Property Tax Account, the Redemption/Waiver Agreement. Unused funds in the
University Property Improvement Account and the Developer Property Tax Account shall be
released to the Developer at the time and in the manner set forth in the applicable Bond Indenture
and the applicable Redemption/Waiver Agreement.
3.2 Payment of Actual Costs. The use of Bond Proceeds and other funds under any Bond
Indenture shall be expressly limited to the uses provided therein. Except as may otherwise be
expressly agreed to by the City and the Developer in the final agreement described in the Roadway
Improvements Memorandum of Understanding, the Developer shall be obligated to pay the Actual
Costs of Authorized Improvements necessary to complete construction of the Authorized
Improvements, including any cost overruns (after applying any cost savings), notwithstanding
insufficient Bond Proceeds or other funds under a Bond Indenture.
3.3 PID Bonds. The City, in its sole, legislative discretion, may issue PID Bonds, in one or more
series, when and if the City Council determines it is financially feasible for the purpose of paying
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directly Actual Costs of Authorized Improvements. PID Bonds issued for such purpose will be
secured by and paid solely as authorized by the applicable Bond Indenture. The failure of the City to
issue PID Bonds shall not constitute a "Failure" by the City or otherwise result in a "Default" by the
City. Upon the issuance of PID Bonds, the Developer has a duty to construct those Authorized
Improvements described in the applicable Bond Indenture. This Agreement shall apply to all PID
Bonds issued by the City whether in one or more series and no additional reimbursement agreement
shall be required for any future series of PID Bonds.
3.4 Disbursements and Transfers at and after Bond Closing. The City and the Developer agree
that from the proceeds of a series of PID Bonds, and upon the presentation of evidence satisfactory
to the City Representative, the City will cause the trustee under the applicable Bond Indenture to pay
at closing of such series of PID Bonds approved amounts from the appropriate account to the City,
the Developer, or their designees, as applicable, which amounts may include payment for costs of
issuance and payment of costs incurred in the establishment, administration, and operation of the
PID and any other eligible items for which funds have been expended by the Developer and the City
as of the time of the delivery of such series of PID Bonds as described in the SAP. In order to
receive disbursement, the Developer shall execute a Closing Disbursement Request to be delivered
to the City no less than five (5) business days prior to the scheduled closing date for such series of
PID Bonds for payment in accordance with the provisions of the applicable Bond Indenture. In order
to receive additional disbursement from the applicable account or fund under a Bond Indenture, the
Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered
to the City for payment in accordance with the provisions of the applicable Bond Indenture and this
Agreement. Upon receipt of a Certificate for Payment (along with all accompanying documentation
required by the City) from the Developer, the City shall conduct, or cause to be conducted, a review
in order to confirm that such request is complete, to confirm that the work for which payment is
requested was performed in accordance with all applicable governmental laws, rules and regulations
and applicable plans therefore and with the terms of this Agreement and any other agreement
between the parties related to property in the PID, and to verify and approve the Actual Costs of
such work specified in such Certificate for Payment. The City shall also conduct, or cause to be
conducted, such review as is required in its discretion to confirm the matters certified in the
Certificate for Payment. The Developer agrees to cooperate with the City Representative in
conducting each such review and to provide the City Representative with such additional
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information and documentation as is reasonably necessary for each such review to be concluded.
Within twenty-one (21) days following receipt of any Certificate for Payment, the City shall either:
(1) approve the Certificate for Payment and forward it to the trustee for payment, or (2) provide the
Developer with written notification of disapproval of all or part of a Certificate for Payment,
specifying the basis for any such disapproval. If there is a dispute over the amount of any payment,
the City shall nevertheless pay the undisputed amount, and the Parties shall use all reasonable efforts
to resolve the disputed amount before the next payment is made;however, if the Parties are unable to
resolve the disputed amount, then the City's determination of the disputed amount (as determined
and approved by the City Representative) and any payment thereof shall control. The City shall
deliver the approved or partially approved Certificate for Payment to the trustee for payment, and the
trustee shall make the disbursements as quickly as practicable thereafter.
3.5 OBLIGATIONS LIMITED. THE OBLIGATIONS OF THE CITY UNDER THIS
AGREEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES, GIVE RISE TO OR CREATE
A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY OR A
DEBT OR OTHER OBLIGATION OF THE CITY PAYABLE FROM ANY SOURCE OTHER
THAN THE APPLICABLE PID PROJECT FUND. UNLESS APPROVED BY THE CITY, NO
OTHER CITY FUNDS, REVENUES, TAXES, OR INCOME OF ANY KIND SHALL BE USED
TO PAY: (1) THE ACTUAL COSTS OF THE AUTHORIZED IMPROVEMENTS; OR (2) DEBT
SERVICE ON ANY PID BONDS. NONE OF THE CITY OR ANY OF ITS ELECTED OR
APPOINTED OFFICIALS OR ANY OF ITS OFFICERS, EMPLOYEES, CONSULTANTS OR
REPRESENTATIVES SHALL INCUR ANY LIABILITY HEREUNDER TO THE DEVELOPER
OR ANY OTHER PARTY IN THEIR INDIVIDUAL CAPACITIES BY REASON OF THIS
AGREEMENT OR THEIR ACTS OR OMISSIONS UNDER THIS AGREEMENT.
3.6 ROADWAY IMPROVEMENTS MEMORANDUM OF UNDERSTANDING. FOR THE
AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT IS INTENDED TO CHANGE
THE NON-BINDING NATURE OF THE ROADWAY IMPROVEMENTS MEMORANDUM OF
UNDERSTANDING.
3.7 Obligation to Pay. If Developer is in full compliance with its obligations under this
Agreement, any Community Facilities Agreement entered into with respect to the PID, and any
Continuing Disclosure Agreement entered into by the Developer with respect to the PID, then
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following the inspection and approval of any portion of Authorized Improvements for which
Developer seeks reimbursement of the Actual Costs by submission of a Certificate for Payment or
City approval of a Closing Disbursement Request, the obligations of the City under this Agreement
to pay, from the applicable PID Project Fund, the disbursements (whether to the Developer or to any
person designated by the Developer) identified in any Closing Disbursement Request or in any
Certificate for Payment and to pay debt service on PID Bonds from the Assessment Revenues
collected and deposited pursuant to the applicable Bond Indenture for such purpose are
unconditional AND NOT subject to any defenses or rights of offset except as may be provided in
any Bond Indenture. For the avoidance of doubt, any payment obligations of the City under this
Agreement are subject to Section 3.3 above and the issuance of the applicable series of PID Bonds to
fund the applicable PID Project Fund.
3.8 Performance by the Developer. All Authorized Improvements shall be constructed by or at
the direction of the Developer in accordance with the plans and in accordance with this Agreement
and any other agreement between the parties related to property in the PID. The Developer shall
perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted,
all operations with respect to the construction of Authorized Improvements in a good, workmanlike
and commercially reasonable manner, with the standard of diligence and care normally employed by
duly qualified persons utilizing their commercially reasonable efforts in the performance of
comparable work and in accordance with generally accepted practices appropriate to the activities
undertaken. The Developer has sole responsibility of ensuring that all Authorized Improvements are
constructed in a good, workmanlike and commercially reasonable manner, with the standard of
diligence and care normally employed by duly qualified persons utilizing their commercially
reasonable efforts in the performance of comparable work and in accordance with generally accepted
practices appropriate to the activities undertaken. The Developer shall employ at all times adequate
staff or consultants with the requisite experience necessary to administer and coordinate all work
related to the design, engineering, acquisition, construction and installation of all Authorized
Improvements to be acquired and accepted by the City from the Developer. If any Authorized
Improvements are or will be on land owned by the City, the City hereby grants to the Developer a
license to enter upon such land for purposes related to construction (and maintenance pending
acquisition and acceptance) of the Authorized Improvements. Inspection and acceptance of
Authorized Improvements will be in accordance with applicable City ordinances and regulations.
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3.9 Security for Authorized Improvements. Prior to completion and conveyance to the City of
any Authorized Improvements, the Developer shall cause to be provided to the City a maintenance
bond in the amount required by the City's subdivision regulations for applicable Authorized
Improvements, which maintenance bond shall be for a term of two years from the date of final
acceptance of the applicable Authorized Improvements. Any surety company through which a bond
is written shall be a surety company duly authorized to do business in the State of Texas, provided
that legal counsel for the City has the right to reject any surety company regardless of such
company's authorization to do business in Texas. Nothing in this Agreement shall be deemed to
prohibit the Developer or the City from contesting in good faith the validity or amount of any
mechanics or materialman's lien and/or judgment nor limit the remedies available to the Developer
or the City with respect thereto so long as such delay in performance shall not subject the Authorized
Improvements to foreclosure, forfeiture, or sale. In the event that any such lien and/or judgment
with respect to the Authorized Improvements is contested, the Developer shall be required to post or
cause the delivery of a surety bond or letter of credit, whichever is preferred by the City, in an
amount reasonably determined by the City, not to exceed 120 percent of the disputed amount.
3.10 Ownership and Transfer of Authorized Improvements. The Developer shall furnish to the
City a preliminary title report for land related to any Authorized Improvements to be acquired and
accepted by the City from the Developer and not previously dedicated or otherwise conveyed to the
City. The report shall be made available for City review and approval at least fifteen (15) business
days prior to the scheduled transfer of title. The City shall approve the preliminary title report unless
it reveals a matter which, in the reasonable judgment of the City, would materially affect the City's
use and enjoyment of the Authorized Improvements. If the City objects to any preliminary title
report, the City shall not be obligated to accept title to the applicable Authorized Improvements until
the Developer has cured the objections to the reasonable satisfaction of the City.
3.11 Roadway Improvements. The Roadway Improvements Memorandum of Understanding sets
forth the anticipated financing of the Roadway Improvements, together with the financing of related
improvements by the parties to the Roadway Improvements Memorandum of Understanding
associated with Brewer Road (as defined and described in the Roadway Improvements
Memorandum of Understanding). It is anticipated that the Roadway Improvements will be financed
in part by proceeds from the issuance of a separate series of PID Bonds secured by the Assessment
Revenue derived from the levy and collection of Roadway Improvement Special Assessments (as
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defined in the SAP) at a future date and subject to City Council consideration and approval. As
described in the Roadway Improvements Memorandum of Understanding, the final plan of finance
for the Roadway Improvements and the rest of Brewer Road is anticipated to be set forth in a final
written agreement entered into in connection with the financing and construction of such
improvements. The SAP will be updated at the time the Roadway Improvement Special Assessments
are 'levied. In the event of any conflict related to the Roadway Improvements between this
Agreement and any final written agreement with respect thereto, the final written agreement entered
into in connection with the financing and construction of such improvements shall control.
SECTION 4. ADDITIONAL PROVISIONS
4.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue
until the Maturity Date.
4.2 No Competitive Bidding. Construction of the Authorized Improvements shall not require
competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local Government Code, as
amended. All plans and specifications, but not construction contracts, shall be reviewed and
approved, in writing, by the City prior to Developer selecting the contractor. The City shall have
the right to examine and approve the contractor selected by the Developer prior to executing a
construction contract with the contractor, which approval shall not be unreasonably delayed or
withheld.
4.3 Independent Contractor. In performing this Agreement, the Developer is an independent
contractor and not the agent or employee of the City.
4.4 Audit. The City Representative shall have the right, during normal business hours and
upon three business days' prior written notice to the Developer, to review all books and records
of the Developer pertaining to the construction of any Authorized Improvement and the costs and
expenses incurred by the Developer with respect to any Authorized Improvement. For a period
of two years after completion of the Authorized Improvements, the Developer shall maintain
proper books of record and account for the construction of the Authorized Improvements and all
costs related thereto. Such accounting books shall be maintained in accordance with customary
real estate accounting principles.
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4.5 Representations and Warranties.
4.5.1 The Developer represents and warrants to the City that: (1) the Developer has the
authority to enter into and perform its obligations under this Agreement; (2) the Developer or
its designee will complete construction of the Authorized Improvements and will enter into
one or more City Facilities Agreements relating to the Authorized Improvements as may be
required by the City; (3) the Developer will provide written notice to the City when any
current landowner, as of the date of this Agreement, enters into a contract for sale of any
portion of the Assessed Property to a third-party unaffiliated with the Developer; (4) the
Developer and any designees thereof have the financial resources, or have the ability to
obtain sufficient financial resources, to meet its obligations under this Agreement as
necessary to complete construction of the Authorized Improvements; (5) the person
executing this Agreement on behalf of the Developer has been duly authorized to do so;
(6)this Agreement is binding upon the Developer in accordance with its terms; and (7) the
execution of this Agreement and the performance by the Developer of its obligations under
this Agreement do not constitute a breach or event of default by the Developer under any
other agreement, instrument, or order to which the Developer is a party or by which the
Developer is bound.
4.5.2 The City represents and warrants to the Developer that: (1) the City has the authority
to enter into and perform its obligations under this Agreement; (2) the person executing this
Agreement on behalf of the City has been duly authorized to do so; (3) this Agreement is
binding upon the City in accordance with its terms; and (4) the execution of this Agreement
and the performance by the City of its obligations under this Agreement do not constitute a
breach or event of default by the City under any other agreement, instrument, or order to
which the City is a party or by which the City is bound.
4.6 Default/Remedies.
4.6.1 If either Party fails to perform an obligation imposed on such Party by this
Agreement (a "Failure") and such Failure is not cured after notice and the expiration of the
cure periods provided in this section, then such Failure shall constitute a "Default." If a
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Failure is monetary, the non-performing Party shall have 10 days within which to cure. If the
Failure is non-monetary, the non-performing Party shall have 30 days within which to cure.
4.6.2 If the Developer is in Default, the City shall have available all remedies at law or
in equity; provided further that any default by the Developer shall entitle the City to withhold
any payments to the Developer from any PID Project Fund for so long as such Default is
continuing.
4.6.3 If the City is in Default, the Developer shall have available all remedies at law or
in equity; provided, however, no Default by the City shall entitle the Developer to terminate
this Agreement.
4.6.4 The City shall give notice of any alleged Failure by the Developer to each
Transferee identified in any notice from the Developer, and such Transferees shall have the
right, but not the obligation, to cure the alleged Failure within the same cure periods that are
provided to the Developer. The election by a Transferee to cure a Failure by the Developer
shall constitute a cure by the Developer but shall not obligate the Transferee to be bound by
this Agreement unless the Transferee agrees in writing to be bound.
4.7 Remedies Outside the Agreement. Nothing in this Agreement constitutes a waiver by the
City of any remedy the City may have outside this Agreement against the Developer, any
Transferee, or any other person or entity involved in the design, construction, or installation of the
Authorized Improvements. The obligations of the Developer hereunder shall be those of a party
hereto and not as an owner of property in the PID. Nothing herein shall be construed as affecting the
City's or the Developer's rights or duties to perform their respective obligations under other
agreements, use regulations, or subdivision requirements relating to the development property in the
PID.
4.8 Transfers. The Developer may not convey, transfer, assign, mortgage, pledge, or otherwise
encumber, in whole or in part without the written consent of the City, the Developer's right, title, or
interest to payments under this Agreement (but not performance obligations) including, but not
limited to, any right, title, or interest of the Developer in and to payments from a PID Project Fund
(any of the foregoing, a "Transfer," and the person or entity to whom the transfer is made, a
"Transferee"). The Developer waives all rights or claims against the City for any funds paid to a
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third party as a result of a Transfer for which the City has consented. The foregoing notwithstanding,
no Transfer of payments hereunder may be pledged to the payment of debt service on public
securities issued by any state of the United States or any political subdivision thereof without the
approval of the City Council.
4.9 Applicable Law; Venue. This Agreement is being executed and delivered and is intended to
be performed in the State of Texas. Except to the extent that the laws of the United States may
apply, the substantive laws of the State of Texas shall govern the interpretation and enforcement of
this Agreement. In the event of a dispute involving this Agreement, venue shall lie in any court of
competent jurisdiction in Tarrant County, Texas.
4.10 Notice. Any notice referenced in this Agreement must be in writing and shall be deemed
given at the addresses shown below: (1) when delivered by a nationally recognized delivery service
such as FedEx or UPS with evidence of delivery signed by any person at the delivery address
regardless of whether such person is the named addressee; or (2) 72 hours after deposited with the
United States Postal Service, Certified Mail, Return Receipt Requested.
To the City: Attn: Jesus Chapa, Assistant City Manager
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76012
With a copy to: Attn: Aaron Bovos, Chief Financial Officer
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76012
And Attn: Jonathan Cranz
201 Main Street
Suite 2500
Fort Worth, Texas 76102
E-mail:jonathan.cranz@kellyhart.com
TEL: (817) 878-9385
FAX: (817) 878-9785
2180.021\62567.9Page
And: Attn: Jeff Leuschel
717 North Harwood
Suite 900
Dallas, Texas 75201
E-mail:jeuschel@mphlegal.com
TEL: (214) 754-9234
FAX: (214) 754-9250
To the Owner: Attn: Matt Robinson
Walton Development& Management TX, LLC
5420 LBJ Freeway, Suite 790
Dallas, Texas 75240
E-mail: mrobinson@walton.com
TEL: (214) 838-2101
With a copy to: Attn: Ike Shupe
Shupe Ventura Lindelow&Olson, PLLC
500 Main Street
Fort Worth, Texas 76102
E-mail:ike.shupe@svlandlaw.com
TEL: (817) 405-9936
FAX: (800) 519-3768
Any Party may change its address by delivering notice of the change in accordance with this section.
4.11 Conflicts; Amendment. In the event of any conflict between this Agreement and any other
instrument, document, or agreement by which either Party is bound, the provisions and intent of the
applicable Bond Indenture controls. This Agreement may only be amended by written agreement of
the Parties.
4.12 Severability. If any provision of this Agreement is held invalid by any court, such holding
shall not affect the validity of the remaining provisions.
4.13 Non-Waiver. The failure by a Party to insist upon the strict performance of any provision of
this Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by
the other Party, shall not constitute a waiver of such Party's right to insist and demand strict
compliance by such other Party with the provisions of this Agreement.
4.14 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed to
confer upon any person or entity other than the City, the Developer, and Transferees any rights under
or by reason of this Agreement. All provisions of this Agreement shall be for the sole and exclusive
benefit of the City, the Developer, and Transferees.
2 180.021\62567.9Page
4.15 Counterparts. This Agreement may be executed in multiple counterparts, which, when taken
together, shall be deemed one original. This Agreement may be delivered by the exchange of signed
signature pages by facsimile transmission or by electronic mail with a "pdf' copy or other replicating
image attached, and any printed or copied version of any signature page so delivered shall have the
same force and effect as an originally signed version of such signature page.
[Execution pages follow.]
2180.021\625 67.9P age
CITY OF FORT WORTH, TEXAS
By:
City Manager
ATTEST:
By:
City Secretary
(SEAL)
City Signature Page to Reimbursement Agreement
WALTON DEVELOPMENT & MANAGEMENT TX, LLC,
a Delaware limited liability company
By: Walton Development& Management (USA), Inc.,
an Arizona corporation, its sole Member and Manager
By:
Name:
Title:
Developer Signature Page to Reimbursement Agreement
Exhibit A
CERTIFICATE FOR PAYMENT FORM
Reference is made to that certain Indenture of Trust by and between the City and the Trustee
dated as of , 20, (the "Indenture") relating to the "[INSERT NAME OF BONDS]"' (the
"PID Bonds"), and to the PID Reimbursement Agreement — Fort Worth Public Improvement
District No. 17 (Rock Creek Ranch) between the City and the Developer, effective [August _,
20171 (the "Reimbursement Agreement"). Unless otherwise defined, any capitalized terms used
herein shall have the meanings ascribed to them in the Indenture.
The undersigned is an agent for , _ (the "Developer") and requests payment to
the Developer (or to the person designated by the Developer) from the [applicable account
name] of the Project Fund from (the "Trustee") in the amount
of ($ ) for labor, materials, fees, and/or other
general costs related to the creation, acquisition, or construction of certain [Major
Improvements][Roadway Improvements] providing a special benefit to property within the Fort
Worth Public Improvement District No. 17 (Rock Creek Ranch).
In connection with the above referenced payment, the Developer represents and warrants to the
City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
Certificate for Payment Form on behalf of the Developer, and is knowledgeable as to the matters
set forth herein.
2. The payment requested for the below referenced [Major Improvements][Roadway
Improvements] has not been the subject of any prior payment request submitted for the same
work to the City or, if previously requested,no disbursement was made with respect thereto.
3. The amount listed for the [Major Improvements][Roadway Improvements] below is a
true and accurate representation of the [Major Improvements][Roadway Improvements]
associated with the creation, acquisition, or construction of said [Major Improvements][Roadway
Improvements], and such costs (i) are in compliance with the Reimbursement Agreement, and
(ii) are consistent with the Service and Assessment Plan.
4. The Developer is in compliance with the terms and provisions of the Reimbursement
Agreement,the Indenture, and the Service and Assessment Plan.
5. The Developer has timely paid all ad valorem taxes and annual installments of special
assessments it owes or an entity the Developer controls owes, located in the Fort Worth Public
Exhibit A—2180.021\62s67.9Page
Improvement District No. 17 (Rock Creek Ranch) and has no outstanding delinquencies for such
assessments.
6. All conditions set forth in the Indenture for the payment hereby requested have been
satisfied.
7. The work with respect to the [Major Improvements][Roadway Improvements] referenced
below (or its completed segment) has been completed, and the City has inspected such [Major
Improvements][Roadway Improvements] (or its completed segment).
8. The Developer agrees to cooperate with the City in conducting its review of the requested
payment, and agrees to provide additional information and documentation as is reasonably
necessary for the City to complete said review.
9. No more than ninety-five percent (95%) of the budgeted or contracted hard costs for
major improvements or any phase of[Major Improvements][Roadway Improvements] identified
may be paid until the work with respect to such [Major Improvements][Roadway Improvements]
(or segment) has been completed and the City has accepted such [Major
Improvements][Roadway Improvements] (or segment). One hundred percent (100%) of soft
costs (e.g., engineering costs, inspection fees and the like) may be paid prior to City acceptance
of such [Major Improvements][Roadway Improvements] (or segment).
Payments requested are as follows:
a. X amount to Person or Account Y for Z goods or services.
b. Etc.
Attached hereto are receipts, purchase orders, change orders, and similar instruments which
support and validate the above requested payments. Also attached hereto are "bills paid"
affidavits and supporting documentation in the standard form for City construction projects.
Pursuant to the Reimbursement Agreement, after receiving this payment request, the City has
inspected the [Major Improvements][Roadway Improvements] (or completed segment) and
confirmed that said work has been completed in accordance with approved plans and all
applicable governmental laws, rules, and regulations.
Exhibit A—2180.021\62567.9Page
I hereby declare that the above representations and warranties are true and correct.
WALTON DEVELOPMENT & MANAGEMENT TX, LLC,
a Delaware limited liability company
By: Walton Development & Management (USA), Inc.,
an Arizona corporation, its sole Member and Manager
By:
Name:
Title:
Exhibit A—2180.021\62567.9Page
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for
Payment, acknowledges that the [Major Improvements][Roadway Improvements] (or its
completed segment) covered by the certificate have been inspected by the City, and otherwise
finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the
City approves the Certificate for Payment and shall include said payments in the City Certificate
submitted to the Trustee directing payments to be made from the [applicable account name] of
the Project Fund to the Developer or to any person designated by the Developer.
CITY OF FORT WORTH, TEXAS
By:
Name:
Title:
Date:
Exhibit A—2180.021\62567.9Page
Exhibit B
FORM OF CLOSING DISBURSEMENT REQUEST
Reference is made to that certain Indenture of Trust by and between the City and the Trustee
dated as of , 20_(the "Indenture") relating to the "[INSERT NAME OF BONDS] ,2 (the
"PID Bonds"), and to the PID Reimbursement Agreement — Fort Worth Public Improvement
District No. 17 (Rock Creek Ranch) between the City and the Developer, effective [August_,
20171 (the "Reimbursement Agreement"). Unless otherwise defined, any capitalized terms used
herein shall have the meanings ascribed to them in the Indenture.
The undersigned is an agent for (the "Developer") and requests payment to the
Developer (or to the person designated by the Developer) from the [applicable account name] of
the Project Fund from (the "Trustee") in the amount of
($ ) to be transferred from such account upon the
delivery of the PID Bonds for costs incurred in the establishment, administration, and operation
of the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) (the "District"), as
follows.
In connection with the above referenced payment, the Developer represents and warrants to the
City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
Closing Disbursement Request on behalf of the Developer, and is knowledgeable as to the
matters set forth herein.
2. The payment requested for the below referenced establishment, administration, and
operation of the District at the time of the delivery of the PID Bonds have not been the subject of
any prior payment request submitted to the City.
3. The amount listed for the below costs is a true and accurate representation of the [Major
Improvements][Roadway Improvements] associated with the establishment, administration and
operation of the District at the time of the delivery of the PID Bonds, and such costs are in
compliance with the Service and Assessment Plan.
4. The Developer is in compliance with the terms and provisions of the Reimbursement
Agreement,the Indenture, and the Service and Assessment Plan.
5. All conditions set forth in the Indenture[, the 13 and the Reimbursement
Agreement for the payment hereby requested have been satisfied.
z
3 Any other applicable agreements entered into in connection with the Roadway Bonds to be added.
Exhibit B—2180.021\62567.9Page
6. The Developer agrees to cooperate with the City in conducting its review of the requested
payment, and agrees to provide additional information and documentation as is reasonably
necessary for the City to complete said review.
Payments requested hereunder shall be made as directed below:
[Information regarding Payee, amount, and deposit instructions attached]
I hereby declare that the above representations and warranties are true and correct.
WALTON DEVELOPMENT & MANAGEMENT TX,LLC,
a Delaware limited liability company
By: Walton Development &Management(USA), Inc.,
an Arizona corporation, its sole Member and Manager
By:
Name:
Title:
Exhibit B—2180.021\62567.9Page
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing
Disbursement Request, and finds the Closing Disbursement Request to be in order. After
reviewing the Closing Disbursement Request, the City approves the Closing Disbursement
Request and shall include said payments in the City Certificate submitted to the Trustee directing
payments to be made from [applicable account name] of the Project Fund upon delivery of the
PID Bonds.
CITY OF FORT WORTH, TEXAS
By:
Name:
Title:
Date:
Exhibit B—2180.021\62567.9Page
Exhibit C
City of Fort Worth Form of Standard Community Facilities Agreement
°For more information on the City of Fort Worth's Community Facilities Agreement Policy and related process, see
http://fortworthtexas.gov/planninganddevelopment/cfal(last accessed May 29,2017).
2180.021\62567.9Exhibit C
Exhibit D
Roadway Improvements Memorandum of Understanding
2180.021\62567.9EXhlblt D
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/15/2017 - Ordinance:No. 22832-08-2017 & Resolution
No. 4830-08-2017
DATE: Tuesday, August 15, 2017 REFERENCE NO.: G-19077
LOG NAME: 13ROCK CREEK RANCH PID FY2017
SUBJECT:
Conduct Public Hearing to Consider the Levying of Special Assessments in Fort Worth Public Improvement
District No. 17 (Rock Creek Ranch); Adopt Ordinance (1) Levying Special Assessments on the Property
Located in the Rock Creek Ranch PID, (2) Approving Service and Assessment Plan for the Rock Creek
Ranch PID (Service and Assessment Plan), (3) Approving Assessment Roll for the Rock Creek Ranch PID
(Assessment Roll) and (4) Ordaining Other Matters Related Thereto and Adopt Resolution Approving the
Reimbursement Agreement (Reimbursement Agreement)with Walton Development and Management TX,
LLC to Address Construction, Acquisition and Financing of the Improvements for the Rock Creek Ranch
PID (COUNCIL DISTRICT 6)
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 the Rock Creek Ranch PID with collection to begin for the 2017 Tax Year;
2. Adopt the attached ordinance (a) levying special assessments on the property located in the Rock
Creek Ranch PID in tax year 2017 with the first collection to be due on January 31, 2018 and the last
installment to be due on January 21, 2037, (b) approving the Service and Assessment Plan, (c) approving
the Assessment Roll for the Rock Creek Ranch PID and (d) ordaining other matters related thereto; and
3. Adopt the attached resolution approving the Reimbursement Agreement with the Developer setting
forth the terms governing the construction, acquisition and financing of the improvements in the Rock
Creek Ranch PID.
DISCUSSION:
In December 2016, the City Council approved the creation of the Rock Creek Ranch PID, encompassing
approximately 1,756 acres located entirely within the corporate limits of the City, as a vehicle to provide a
funding mechanism for needed infrastructure related to Tarleton State University. Full development of the
Rock Creek Ranch PID will encompass multiple phases that will occur over several years. It is anticipated
that when fully developed, the PID will include approximately 4,917 single family residential homes,
approximately 2,520 multi-family residential units, approximately 3,780,000 square feet of commercial
space and 960,000 square feet planned as a public university.
On August 1, 2017, the City Council adopted a resolution concerning certain matters related to the Rock
Creek Ranch PID including the following: (1) determined the costs of certain public improvements; (2)
accepted a preliminary service and assessment plan, including a proposed assessment roll; (3) directed
the filing of the proposed assessment roll with the City Secretary; (4) called for a public hearing to
Logname: 13ROCK CREEK RANCH PID FY2017 Page I of 2
consider the ordinance levying special assessments on property located within the Rock Creek Ranch PID
and (5) directed 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 within the Rock Creek Ranch PID which are expected to be
approximately $14,000,000.00 inclusive of project costs, project cost contingencies, capitalized interest
through fiscal year 2020, debt service reserve funds, underwriting discounts and financing costs. The
special assessments will be levied across all of the land within the PID, other than Tarleton State
University property, providing an estimated $1,540,000.00 in revenue to pay the anticipated debt to be
issued to fund the water and sewer improvements. Until land within the PID is sold, the Developer is
responsible for the entire annual assessment amount. If the development plan currently outlined in the
SAP materializes, then the annual installments are anticipated to be levied at a tax rate equivalent of
$0.06 per$100.00 of assessed value. In 2018, it is anticipated that an additional assessment on the
property within the Rock Creek Ranch PID will occur. This assessment along with anticipated funding
from the City, will be used to fund the extension of Brewer Road.
The Developer will be responsible for managing all construction and the associated Agreements for the
development of the lots and residential units within the Rock Creek Ranch PID.
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 and adopt the resolution approving
the Reimbursement Agreement for the Fort Worth Public Improvement District No. 17 (Rock Creek
Ranch).
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of this Mayor & Council Communication (M&C), the
Rock Creek Ranch PID Service and Assessment Plan will be approved, the City will levy assessments for
a 20 year period on property within the PID and that the water and sewer infrastructure will be funded
through the issuance of PID debt which will be repaid from the generated from the assessments.
FUND IDENTIFIERS (FIDs):
TO
r7��
artment ccoun Project Program ctivity Budget Reference # moun
ID ID Year (Chartfield 2)
FROM
Fund Department ccoun Project Program ctivity Budget Reference # �m;l
ID ID 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)
Logname: 13ROCK_CREEK RANCH_PID_FY2017 Page 2 of 2