HomeMy WebLinkAboutOrdinance 25888-11-2022 Ordinance No.25888-11-2022
AN ORDINANCE INCREASING ESTIMATED RECEIPTS AND
APPROPRIATIONS IN THE FORT WORTH PUBLIC IMPROVEMENT
DISTRICT 16-QUAIL VALLEY FUND IN THE AMOUNT OF $330,195.00 FROM
AVAILABLE FUNDS FOR THE PURPOSE OF REIMBURSING ELIGIBLE COSTS
FOR THE WALSH RANCH/QUAIL VALLEY PUBLIC IMPROVEMENT
DISTRICT IMPROVEMENT AREA NO. 1 AND IMPROVEMENT AREA NO. 2;
PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE
CUMULATIVE OF PRIOR ORDINANCES; REPEALING ALL ORDINANCES IN
CONFLICT HEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
SECTION 1.
That in addition to those amounts allocated to the various City departments for Fiscal Year 2022-2023 in the
Budget of the City Manager, there shall also be increased estimated receipts and appropriations in the Fort
Worth Public Improvement District 16-Quail Valley Fund in the amount of$330,195.00 from available funds,
for the purpose of reimbursing eligible costs for the Walsh Ranch/Quail Valley Public Improvement District,
with reimbursements in the amount of$183,010.32 under the Improvement Area No. 1 Reimbursement
Agreement and$147,184.51 under the Improvement Area No.2 Reimbursement Agreement.
SECTION 2.
That should any portion,section or part of a section of this ordinance be declared invalid,inoperative or void
for any reason by a court of competent jurisdiction,such decision,opinion or judgment shall in no way impair
the remaining portions,sections,or parts of sections of this ordinance,which said remaining provisions shall
be and remain in full force and effect.
SECTION 3.
That this ordinance shall be cumulative of Ordinance 25773-09-2022 and all other ordinances and
appropriations amending the same except in those instances where the provisions of this ordinance are in
direct conflict with such other ordinances and appropriations, in which instance said conflicting provisions of
said prior ordinances and appropriations are hereby expressly repealed.
SECTION 4.
This ordinance shall take effect upon adoption.
APPROVED AS TO FORM AND LEGALITY: CITY SECRETARY
S 61 v"d a
Jannette S.Goodall(Dec 1,2022 13:55 CST)
Assistant City Attorney Jannette S.Goodall *V
City Secretary QF F0R> `
Ci O
ADOPTED AND EFFECTIVE:November 29,2022 7�0
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CERTIFICATION FOR PAYMENT FORM
The undersigned is an agent for Quail Valley Devco 1, LLC and Walsh Ranches Limited
Partnership (collectively,the "Developer") and requests payment from the District Fund from the
City of Fort Worth, Texas (the "City„) in the amount of ONE HUNDRED EIGHTY-THREE
THOUSAND TEN DOLLARS AND THIRTY-TWO CENTS ($183,010.32) for labor,
materials, fees, and/or other general costs related to the creation, acquisition, or construction of
certain Authorized Improvements related to the Fort Worth Public Improvement District No. 16
(Walsh Ranch/Quail Valley) (the"District"). Unless otherwise defined, any capitalized terms used
herein shall have the meanings ascribed to them in the Fort Worth Public Improvement District
No. 16 (Walsh Ranch/Quail Valley) Improvement Area 41 Reimbursement Agreement (the
"Improvement Area#1 Reimbursement Agreement").
In connection to 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
Certification 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 Authorized 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 Authorized Improvements below is a true and accurate
representation of the Actual Costs associated with the creation, acquisition, or construction of said
Authorized 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 Improvement Area
41 Reimbursement Agreement, Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) Improvement Area 42 Reimbursement Agreement, the Service and
Assessment Plan,the Fort Worth Public Improvement District No. 16(Walsh Ranch/Quail Valley)
Majority Landowner Agreement, and the Master Reimbursement Agreement for Fort Worth
Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (collectively, the "District
Agreements").
5. All conditions set forth in the District Agreements, as applicable, for the payment hereby
requested have been satisfied.
6. 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
Improvement District No. 16 (Walsh Ranch/Quail Valley) and has no outstanding delinquencies
for such taxes or assessments.
7. The work with respect to the Authorized Improvements referenced below(or its completed
segment) has been completed, and the City has inspected such Authorized 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 percent (90%) of the budgeted or contracted hard costs for major
improvements or any phase of Authorized Improvements identified may be paid until the work
with respect to such Authorized Improvement (or segment) has been completed and the City has
inspected AND accepted such Authorized Improvement (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 Authorized Improvement(or segment).
Payments requested are as follows:
$183,010.32
To: Ouail Valley Devco I,LLC
PAYMENT DETAILS
Texas Bank
ABA #: 111902424
CREDIT: Quail Valley Devco I,LLC
ACCT#: 02026732
Notify: Donald James Henry -jhenryArepublioropertygroup.com
Authorized Improvement• Amount to be paid from Total Cost of Improvements
Reimbursement Revenue Account Paid
Roadway Improvements&Open $183,010.32 $183,010.32
Space& Trail Improvements
TOTAL $183,010.32 $183,010.32
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 Improvement Area #1 Reimbursement Agreement, after receiving this payment
request,the City is authorized to inspect the Authorized Improvements(or completed segment)and
confirm that said work has been completed in accordance with approved plans and all applicable
governmental laws, rules, and regulations.
I hereby declare that the above representations and warranties are true and correct.
A signature received via facsimile or electronically via email shall be as legally binding for all
purposes as an original signature.
Quail Valley Devco I,LLC
By:
Title:
Email:
Date:
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Certification for Payment,acknowledges the Certification
for .Payment, acknowledges that the Authorized Improvements (or its completed segment)
covered by the certificate have been inspected and accepted by the City, and otherwise finds
the Certification for Payment to be in order.
A signature received via facsimile or electronically via email shall be as legally binding for all
purposes as an original signature.
CITY OF FORT WORTH,TEXAS
By:
Title:
Email:
Date:
FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO.16
Interest Earned-Assessment Year Ending September 1,2022
Parcel ID Prepayment Date Amount Full/Partial Reimbursed
No additional Improvement Area#1 prepayments received since last disbursement
Prepayment(s)Received Date Principal Bal Interest Rate #of Days Interest Earned
6/15/2022 $5,961,312.34 5.00% 78
9/1/2022 $63,696.21
TOTAL 78 $63,696.21
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CERTIFICATION FOR PAYMENT FORM
The undersigned is an agent for Quail Valley Devco II, LLC and Walsh Ranches Limited
Partnership (collectively, the "Developer") and requests payment from the District Fund from the
City of Fort Worth, Texas (the "Gifu") in the amount of ONE HUNDRED FORTY-SEVEN
THOUSAND ONE HUNDRED EIGHTY-FOUR DOLLARS AND FIFTY-ONE CENTS
($147,184.51) for labor, materials, fees, and/or other general costs related to the creation,
acquisition, or construction of certain Improvement Area#2 Authorized Improvements related to
the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District").
Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to
them in the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #2 Reimbursement Agreement (the "Improvement Area #2 Reimbursement
Agreement").
In connection to 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
Certification for Payment Form on behalf of the Developer and its knowledgeable as to the matters
set forth herein.
2. The payment requested for the below referenced Authorized 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 Authorized Improvements below is a true and accurate
representation of the Actual Costs associated with the creation, acquisition, or construction of said
Authorized 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 Improvement Area
#2 Reimbursement Agreement, Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) Improvement Area #2 Reimbursement Agreement, the Service and
Assessment Plan,the Fort Worth Public Improvement District No. 16(Walsh Ranch/Quail Valley)
Majority Landowner Agreement, and the Master Reimbursement Agreement for Fort Worth
Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (collectively, the "District
Agreements").
5. All conditions set forth in the District Agreements, as applicable, for the payment hereby
requested have been satisfied.
6. 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
Improvement District No. 16 (Walsh Ranch/Quail Valley) and has no outstanding delinquencies
for such taxes or assessments.
7. The work with respect to the Authorized Improvements referenced below(or its completed
segment) has been completed, and the City has inspected such Authorized 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 percent (90%) of the budgeted or contracted hard costs for major
improvements or any phase of Authorized Improvements identified may be paid until the work
with respect to such Authorized Improvement (or segment) has been completed and the City has
inspected AND accepted such Authorized Improvement (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 Authorized Improvement(or segment).
Payments requested are as follows:
$147,184.51
To: Quail Valley Devco II, LLC
PAYMENT DETAILS
Texas Bank
ABA#: 111902424
CREDIT: Quail Valley Devco II, LLC
ACCT#: 02170167
Notify: Donald James Henry - ihenry@republicl2rol2eMgroup.com
Authorized Improvement:
Amount to be paid from Total Cost of Improvements
Reimbursement Revenue Account Paid
Roadway Improvements&Open $147,184.51 $147,184.51
Space& Trail Improvements
TOTAL $147,184.51 $147,184.51
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 Improvement Area #2 Reimbursement Agreement, after receiving this payment
request,the City is authorized to inspect the Authorized Improvements(or completed segment)and
confirm that said work has been completed in accordance with approved plans and all applicable
governmental laws, rules, and regulations.
I hereby declare that the above representations and warranties are true and correct.
A signature received via facsimile or electronically via email shall be as legally binding for all
purposes as an original signature.
Quail Valley Devco II,LLC
By:
Title:
Email:
Date:
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Certification for Payment,acknowledges the Certification
for Payment, acknowledges that the Authorized Improvements (or its completed segment)
covered by the certificate have been inspected and accepted by the City, and otherwise finds
the Certification for Payment to be in order.
A signature received via facsimile or electronically via email shall be as legally binding for all
purposes as an original signature.
CITY OF FORT WORTH,TEXAS
By:
Title:
Email:
Date:
FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO.16
WALSH RANCH-IMPROVEMENT AREA#2
Interest Earned-Assessment Year Ending September 1,2022
Prepaid Parcels
Parcel ID Prepayment Date Amount Full/Partial Reimbursed
No additional prepayments since last disbursement
Prepayment(s)Received Date Principal Bat Interest Rate #of Days Interest Earned
6/15/2022 $5,421,764.15 4.62% 78
9/l/2022 $53,528.41
TOTAL 78 $53,528.41
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SCHEDULEII
FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO.16
WALSH RANCH IMPROVEMENT AREA#2 REIMBURSEMENT AGREEMENT REPAYMENT HISTORY
Reimbursment Assessment Year Tax Year Scheduled Principal Prepayments Excess Principal Merest Paid Total Paid
Payment Ending 9/1 Paid Paid Paid
12/15/2021 2021 2020 $89,908.54 $283,659.36 $671.85 $257,951.32 $632,191.07
3/15/2022 2022 2021 $0.00 $42,333.53 $0.00 $72,552.30 $114,895.83
6/15/2022 2022 2021 $0.00 $0.00 $0.00 $61,924.50 $61,924.50
9115/2022 2022 2021 $0.00 $11,662.57 $0.00 $63,264.50 $74,927.07
I2/15/20M 2022 2021 $93,564.27 $0.00 $91.93 $53,528.41 $147,184.51
Total $183,472.81 $337,655.46 $763.68 $509,221.03 $1,031,112.98
City of Fort Worth,Texas
Mayor and Council Communication
DATE: 11/29/22 M&C FILE NUMBER: M&C 22-0963
LOG NAME: 17QUAIL VALLEY/WALSH RANCH PID NO 16 DEV REIMBURSEMENT12/15/22
SUBJECT
(CD 3)Adopt Ordinance Increasing Appropriations in Fort Worth Public Improvement District No. 16-Quail Valley Fund(Walsh
Ranch)by$330,195.00,and Reducing Fund Balance,for the Purpose of Reimbursing the Developer for Eligible Costs Under Reimbursement
Agreements
RECOMMENDATION:
It is recommended that the City Council adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Fort
Worth Public Improvement District No. 16-Quail Valley Fund by$330,195.00,for the purpose of reimbursing eligible costs for the Walsh
Ranch/Quail Valley Public Improvement District,and decreasing fund balance by the same amount,with reimbursements in the amount of
$183,010.32 under the Improvement Area No. 1 Reimbursement Agreement and$147,184.51 under the Improvement Area No.2 Reimbursement
Agreement.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C)is to appropriate funds for installment payments under the reimbursement
agreements for the first two phases of Fort Worth Public Improvement District No.16. (Walsh Ranch/Quail Valley) (FWPID#16).
In September 2016,the City Council approved the creation of FWPID#16, encompassing approximately one-fourth of the entire Walsh Ranch
property,as a vehicle to reimburse the developer for certain infrastructure costs. Full development of FWPID#16 will encompass multiple phases
that occur over several years as phases of FWPID#16 are developed.
As outlined in the recently updated Service and Assessment Plan (M&C 22-0602),special assessments on property within Improvement Area No.
1 (IA1)will pay for$6,350,000.00 in improvements,including$5,712,973.00 for paving expenses and$637,027.00 for landscaping expenses; and
special assessments on property within Improvement Area No.2 (IA2)will fund$5,850,000.00 in improvements, including$5,132,890.00 for
paving expenses and$717,110.00 for landscaping expenses.
In addition to the Public Improvement District(PID)funded improvements,the developers are constructing,without reimbursement from FWPID
#16,additional improvements in IA1 in the amount of$21,127,293.00, bringing the total costs of improvements in Improvement Area No. 1 of
FWPID#16 to$27,477,293.00. For IA2,developers are constructing,without reimbursement from FWPID#16,additional improvements in the
amount of$21,483,341.00, bringing the total costs of improvements in Improvement Area No.2 of FWPID#16 to$27,333,341.00.For both IA1
and IA2,the PID is reimbursing less than 25%of the total cost of improvements.
The developers are responsible for managing all construction and the associated agreements for the development of infrastructure improvements
within the PID.The City will make quarterly payments to the developers in satisfaction of the reimbursement amount from the special assessments
revenues, less any administrative fees,with assessments and reimbursement paid over a maximum period of thirty years for each improvement
area. Unless and until bonds are issued,the developer is entitled to interest on the unpaid reimbursement amount at the rate of six percent in
years one and two,and five percent in years three through thirty.
The period of these reimbursements is the fourth of thirty collection periods for IA1 and the second of thirty collection periods for IA2. Therefore,
the interest rate for IA1 collections is 5.00%and for IA2 the interest rate on collections is 4.62%.
Quarterly payments made through September 15,2022 for the Improvement Area No.1 Reimbursement Agreement total$1,679,321.08,of which
$388,687.66 has been applied to reduce the original principal balance and$1,290,633.42 was applied towards interest earned. The original
Improvement Area No.1 balance was$6,350,000.00,of which $5,841,998.23 will remain outstanding following the application of the December
reimbursement.
Quarterly payments made through September 15, 2022 for the Improvement Area No.2 Reimbursement Agreement total$883,928.47, of which
$428,235.85 has been applied to reduce the original principal balance and $455,692.62 was applied towards interest earned. The original
Improvement Area No. 2 balance was$5,850,000.00, of which $5,328,108.05 remains outstanding following the application of the December
reimbursement.
Per the terms of the Master Reimbursement Agreement for the Walsh Ranch/Quail Valley PID (CSC 49300),the City agreed that-if certain
conditions reflecting expeditious development of the entire PID were met-it would consider issuing revenue bonds secured by and funded out of
PID assessment revenues to accelerate reimbursement to the developers. Due to current market conditions and rising interest rates,the City
does not anticipate the issuance of revenue bonds at this time. Instead, incremental repayments from PID assessments will continue to reimburse
the developers under the conditions of the master reimbursement agreement.
Funding is available for appropriation in the fund balance of the FWPID#16-Quail Valley Fund. The beginning fund balance is$576,911.19 and
ending fund balance will be$246,716.19.
FWPID#16 is located in COUNCIL DISTRICT 3.
A Form 1295 is not required because:This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the fund balance within the FWPID#16-Quail Valley Fund and upon approval
of the above recommendation and adoption of the attached appropriation ordinance,funds will be available in the operating budget of the FWPID
#16-Quail Valley Fund. Prior to an expenditure being incurred,the Financial Management Services Department has the responsibility of verifying
the availability of funds.
Submitted for City Manager's Office by: William Johnson 5806
Originating Business Unit Head: Robert Sturns 2663
Additional Information Contact: Vickie Moss 2608
Expedited