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Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #3 Reimbursement Agreement
This Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement
Area #3 Reimbursement Agreement (this "I_provement Area #3 Reimbursement Agreement") is
entered into by QUAIL VALLEY DEVCO III, LLC ("Devco III"), and QUAIL VALLEY DEVCO
VLO, LLC ("Devco VLO" together with Devco III, the "Developer"), as successors to Walsh
Ranches Limited Partnership, a Texas limited partnership ("WALSH RANCHES") and Quail
Valley Devco I, LLC, a Texas limited liability company ("Devco I" and together with WALSH
RANCHES, the "Original Developer"), and the CITY OF FORT WORTH, TEXAS (the "Cily"),
to be effective June 18, 2023 (the "Effective Date"). The Developer and the City are sometimes
individually referred to as a "Pg!y" and collectively as the "Parties."
SECTION 1. RECITALS
1.1 WHEREAS, capitalized terms used in this Improvement Area #3 Reimbursement
Agreement shall have the meanings given to them in Section 2, unless otherwise defined herein or
unless the context in which a term is used clearly requires a different meaning; and
1.2 WHEREAS, all resolutions, ordinances, agreements, documents, and instruments
referenced in this Improvement Area #3 Reimbursement Agreement are incorporated as part of
this Improvement Area #3 Reimbursement Agreement; and
1.3 WHEREAS, Devco III is a Texas limited liability company; and
1.4 WHEREAS, Devco VLO is a Texas limited liability company; and
1.5 WHEREAS, the City is a Texas home -rule municipality; and
1.6 WHEREAS, the City Council is authorized by Chapter 372, Texas Local Government
Code, as amended (the "PID Act"), to create public improvement districts within the City's
corporate limits and extraterritorial jurisdiction; and
1.7 WHEREAS, the PID Act authorizes the City to create a public improvement district to
undertake public improvement projects that confer a special benefit on the property within the
district and to pay for such public improvement projects by levying assessments against benefited
property within the district; and
1.8 WHEREAS, the Original Developer filed with the municipal secretary of the City (the
"City Secretga") a petition (the "Petition") requesting the creation of a public improvement district
covering the Property; and
1.9 WHEREAS, the Petition satisfied the requirements of the PID Act; and
1.10 WHEREAS, on August 30, 2016, the City Council approved Resolution No. 4671-08-
2016: (1) accepting the Petition; (2) calling a public hearing for September 20, 2016 (the "Public
ffok�JAL RECORD
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Hearing") to take public testimony on the feasibility and advisability of creating Fort Worth Public
Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District") and the feasibility and
advisability of the public improvement projects proposed by the Petition; and (3) authorizing and
directing notices of the Public Hearing be mailed and published as required by the PID Act; and
1.11 WHEREAS, City staff caused notice of the Public Hearing to be mailed before the 151h
day before the date of the Public Hearing as required by the PID Act; and
1.12 WHEREAS, City staff caused notice of the Public Hearing to be published in a newspaper
of general circulation before the 15th day before the date of the Public Hearing as required by the
PID Act; and
1.13 WHEREAS, after publishing, mailing, and otherwise providing all notices required by the
PID Act and state law, the City Council conducted the Public Hearing on the date and at the
location and time specified in such notices, at which Public Hearing the City Council took public
testimony on the feasibility and advisability of creating the District and the feasibility and
advisability of undertaking the public improvement projects proposed by the Petition; and
1.14 WHEREAS, on September 27, 2016, the City Council approved Resolution No. 4686-09-
2016 authorizing the creation of the District covering the Property; and
1.15 WHEREAS, notice of Resolution No. 4686-09-2016 was published in a newspaper of
general circulation as required by the PID Act, whereupon the District authorization became
effective; and
1.16 WHEREAS, Resolution No. 4686-09-2016 was filed (1) November 29, 2016, as
Instrument No. 201627203, in the real property records of Parker County, Texas and (2) December
6, 2016, as Instrument No. D216284552, in the real property records of Tarrant County, Texas;
and
1.17 WHEREAS, the Property is to be developed in phases; and
1.18 WHEREAS, a Master Reimbursement Agreement by and among the City, WALSH
RANCHES and Devco I, an affiliate of the Developer, was executed relating to the financing of
certain Authorized Improvements in each phase of the District for the special benefit of Assessed
Property within that phase; and
1.19 WHEREAS, the Fort Worth City Council adopted Ordinance No. 22707-05-2017 on May
2, 2017, approving the Original SAP, allocating and levying assessments on the Lots in
Improvement Area #1, and ordaining related matters, and such ordinance was recorded on July 12,
2017 in the real property records of Tarrant County, Texas as Document No. D217158056 and on
July 19, 2017 in the real property records of Parker County, Texas as Document No. 201717529;
and
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1.20 WHEREAS, in connection with the development of Improvement Area #1 of the District,
that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #1 Reimbursement Agreement was executed by the City and the Original
Developer to be effective as of May 2, 2017, as approved by Resolution 4777-05-2017; and
1.21 WHEREAS, the Fort Worth City Council adopted Ordinance No. 24386-09-2020 on
September 1, 2020, approving the 2020 SAP Update for Improvement Area #2, allocating and
levying assessments on the Lots in Improvement Area #2, and ordaining related matters, and such
ordinance was recorded on October 2, 2020 in the real property records of Tarrant County, Texas
as Document No. D220252700 and in the real property records of Parker as Document 202031777;
and
1.22 WHEREAS, in connection with the development of Improvement Area #2 of the District,
that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #2 Reimbursement Agreement was executed by the City, Walsh Ranches and
Quail Valley Devco II, LLC, a Texas limited liability company ("Devco II") to be effective
September 1, 2020, as approved by Fort Worth Mayor and Council Communication 20-0639; and
1.23 WHEREAS, Devco I has assigned all of its rights under the Master Reimbursement
Agreement with respect to Improvement Area #3 to Developer (the "Transfer"); and
1.24 WHEREAS, pursuant to Section 13.A of the Master Reimbursement Agreement, a copy
of the notice of the Transfer (the "Notice"), along with a copy of the instrument evidencing the
assignment attached to such Notice, has been received by the City and is attached hereto as
Schedule I to this Improvement Area #3 Reimbursement Agreement; and
1.25 WHEREAS, development of Improvement Area #3 requires construction of Authorized
Improvements within Improvement Area #3, including the Improvement Area #3 Funded
Improvements, which the Developer has begun constructing; and
1.26 WHEREAS, the Actual Costs of the Authorized Improvements that could be assessed
against Lots within Improvement Area #3 based on the special benefit conferred on the Lots by
the Authorized Improvements benefitting Improvement Area #3 is $37,191,518, as shown on
Table III-C in the 2022 SAP Update; and
1.27 WHEREAS, the PID-Funded Actual Costs of the Improvement Area #3 Funded
Improvements that were assessed against Lots within Improvement Area #3 based on the special
benefit conferred on the Lots by the Improvement Area #3 Funded Improvements is $10,750,000,
which amount is shown in Table III-C in the 2022 SAP Update (the "Total Improvement Area #3
Assessment Amount"); and
1.28 WHEREAS, the methodology by which the Total Improvement Area #3 Assessment
Amount is apportioned, and the apportionment of the Total Improvement Area #3 Assessment
Amount to each Lot Type and Lot within Improvement Area #3 is set forth in the 2022 SAP
Update; and
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1.29 WHEREAS, the apportionment of the Total Improvement Area #3 Assessment Amount
to each Lot within Improvement Area #3 is shown on the Improvement Area #3 Assessment Roll;
and
1.30 WHEREAS, the City Council passed and approved Ordinance No. 25775-09-2022 on
September 27, 2022 (the "Improvement Area #3 Assessment Ordinance") and recorded on October
4, 2022 in the real property records of Tarrant County, Texas as Document No. D222241632; and
1.31 WHEREAS, due to a clerical oversight, the 2022 SAP Update approved by the
Improvement Area #3 Assessment Ordinance was not attached to the Improvement Area #3
Assessment Ordinance when recorded; and
1.32 WHEREAS, the Improvement Area #3 Assessment Ordinance with the 2022 SAP Update
attached was recorded in the real property records of Tarrant County, Texas as Document No.
D223080738 on May 10, 2023 and in the real property records of Parker County, Texas as
Document No. 202312000 on May 10, 2023; and
1.33 WHEREAS, all landowners within Improvement Area #3 on September 27, 2022, the date
the Improvement Area #3 Assessment Ordinance was approved, and as of the Effective Date of
this Improvement Area #3 Reimbursement Agreement have executed a consent to the
Improvement Area #3 Assessments and have waived any defect related to the recording of the
Improvement Area #3 Assessment Ordinance later than the seventh day after the date the City
Council approved the 2022 SAP Update as required by Section 372.013(c) of the PID Act; and
1.34 WHEREAS, the Improvement Area #3 Assessment Ordinance: (1) approved the 2022
SAP Update; and (2) levied the Improvement Area #3 Assessments against each Lot within
Improvement Area #3 in accordance with the Improvement Area #3 Assessment Roll; and
1.35 WHEREAS, the Improvement Area #3 Assessment Ordinance provides that an
Improvement Area #3 Assessment levied against a Lot may be paid in full at any time in
accordance with the PID Act; however, if not paid in full, the owner of the Lot shall not be in
Default but shall be deemed to have elected to pay the Improvement Area #3 Assessment in Annual
Installments in accordance with the 2022 SAP Update and this Improvement Area #3
Reimbursement Agreement; and
1.36 WHEREAS, Annual Installments of the Improvement Area #3 Assessments shall be billed
and collected by or on behalf of the City in accordance with the Improvement Area #3 Assessment
Ordinance, the 2022 SAP Update, and this Improvement Area #3 Reimbursement Agreement and
as authorized by the PID Act; and
1.37 WHEREAS, all Assessment Revenue from the collection of the Improvement Area #3
Assessments shall be deposited into the Improvement Area #3 Account of the District Fund; and
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1.38 WHEREAS, the Assessment Revenue from the collection of the Improvement Area #3
Assessments on deposit in the Improvement Area #3 Account of the District Fund shall only be
used to pay the Improvement Area #3 Reimbursement Balance or to pay debt service on PID Bonds
secured by Improvement Area #3 Assessments, if issued ("Improvement Area 43 PID Bonds");
and
1.39 WHEREAS, on June 13, 2023, the Fort Worth City Council approved and authorized the
execution of this Improvement Area #3 Reimbursement Agreement via adoption of Fort Worth
Mayor and Council Communication No. 23-0381; and
1.40 WHEREAS, this Improvement Area #3 Reimbursement Agreement is a "reimbursement
agreement" authorized by Section 372.023(d)(1) of the PID Act; and
1.41 WHEREAS, the foregoing RECITALS: (1) are part of this Improvement Area #3
Reimbursement 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
Improvement Area #3 Reimbursement Agreement.
NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set forth
in this Improvement Area #3 Reimbursement Agreement, the Parties agree as follows:
SECTION 2. DEFINITIONS
2.1 "2022 SAP Update" means the Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) Service and Assessment Plan dated May 2, 2017, as updated for Improvement
Area #2 on September 1, 2020, and further updated for Improvement Area #3 on September 27,
2022 approved by the Improvement Area #3 Assessment Ordinance, including updates,
modifications, and amendments approved by the City Council from time to time in accordance
with the SAP and the PID Act.
2.2 "Actual Costs" are defined in the SAP.
2.3 "Administrative Expenses" are defined in the SAP.
2.4 "Administrator" is defined in the SAP.
2.5 "Annual Installment" is defined in the SAP. As used herein, the term Annual Installment
is comprised of two components: (a) Administrative Expenses, and (b) Assessment Revenues.
2.6 "Assessment" is defined in the SAP and includes the Improvement Area #1 Assessments,
the Improvement Area #2 Assessments, and the Improvement Area #3 Assessments.
2.7 "Assessment Revenue" means: (1) revenue collected from the payment of Assessments
(including pre -payments and amounts received from the foreclosure of liens but excluding costs
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and expenses of collection); and (2) revenue collected from the payment of the Annual Installments
(excluding Administrative Expenses) of the Assessments.
2.8 "Authorized Improvements" means the public improvement projects authorized by the PID
Act and to be constructed in in the District that confer a special benefit on Property within the
District, including, but not limited to, the Improvement Area #3 Funded Improvements.
2.9 "Chief Financial Officer" the Chief Financial Officer of the City of Fort Worth, also known
as the Director of Financial Management Services.
2.10 "City" is defined in the Preamble.
2.11 "City Council" means the governing body of the City of Fort Worth, Texas.
2.12 "Cityy Engineer" means the person designated in writing as the "City Engineer" for purposes
of this Improvement Area #3 Reimbursement Agreement by the City Manager of the City.
2.13 "City Secretary" is defined in Section 1.8.
2.14 "Default" is defined in Section 3.12.
2.15 "Delinquent Collection Costs" are defined in the SAP.
2.16 "Devco I" is defined in Section 1.18.
2.17 "Devco III" is defined in the Preamble.
2.18 "Devco VLO" is defined in the Preamble.
2.19 "Developer" is defined in the Preamble.
2.20 "Developer's Continuing Disclosure Agreement" means a continuing disclosure agreement
of the Developer in connection with the issuance of PID Bonds secured by the Improvement Area
#3 Assessments, if any, in satisfaction of the requirements of Rule 15c2-12, promulgated by the
United States Securities and Exchange Commission.
2.21 "Development Agreement" means that certain Economic Development Agreement by and
between the City of Fort Worth and Walsh Ranches, the Walsh Children's Trusts, The Walsh
Grandchildren's Trust, and F. Howard Walsh, Jr., entered into on May 6, 2003, as the same may
be amended from time to time.
2.22 "District" is defined in Section 1.10.
2.23 "District Fund" means a fund created by the City for the sole benefit of the District that is
segregated from all other funds of the City and containing the Improvement Area #3 Account into
which the City shall deposit Assessment Revenue from the collection of the Improvement Area #3
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Assessments pursuant to Section 3.2 and from which the City will pay the Improvement Area #3
Reimbursement Balance pursuant to Section 3.3.2.
2.24 "Effective Date" is defined in the Preamble.
2.25 "Failure" is defined in Section 3.12.
2.26 "Improvement Area #1" is defined in the SAP.
2.27 "Improvement Area #1 Assessments" is defined in the SAP.
2.28 "Improvement Area #2" is defined in the SAP.
2.29 "Improvement Area #2 Assessments" is defined in the SAP.
2.30 "Improvement Area #3" is defined in the SAP.
2.31 "Improvement Area #3 Account" means the account in the District Fund into which the
Assessment Revenue from the collection of the Improvement Area #3 Assessments shall be
deposited.
2.32 "Improvement Area #3 Assessment Ordinance" is defined in Section 1.30.
2.33 "Improvement Area #3 Assessments" is defined in the SAP.
2.34 "Improvement Area #3 Assessment Roll" means the assessment roll attached as Appendix
A-3 to the 2022 SAP Update that identifies the Assessments against each Lot within Improvement
Area #3, as the same may be updated from time to time.
2.35 "Improvement Area #3 Funded Improvements" is defined in the SAP.
2.36 "Improvement Area #3 Indenture" means the Indenture relating to the Improvement Area
#3 PID Bonds.
2.37 "Improvement Area #3 PID Bonds" is defined in Section 1.33.
2.38 "Improvement Area #3 Reimbursement Agreement" is defined in the preamble.
2.39 "Improvement Area #3 Reimbursement Agreement Transfer" is defined in Section 3.9.
2.40 "Improvement Area #3 Reimbursement Agreement Transferee" is defined in Section 3.9.
2.41 "Improvement Area #3 Reimbursement Amount" is defined in Section 3.3.1.
2.42 "Improvement Area #3 Reimbursement Balance" is defined in Section 3.3.1.
2.43 "Improvement Area #4" means the Future Improvement Area (as defined in the SAP) of
the District that is the fourth improvement area of the District.
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2.44 "Improvements Completion Date" means the date on which the City Engineer certifies in
writing that the Authorized Improvements for Improvement Area #3 have been constructed in
substantial compliance with the approved plans and specifications for such improvements and are
ready to be accepted by the City.
2.45 "Indenture" is defined in the SAP.
2.46 "Lot" is defined in the SAP.
2.47 "Lot Type" is defined in the SAP.
2.48 "Master Reimbursement Agreement" means that certain Master Reimbursement
Agreement entered into by and between the City and Devco I, effective as of July 17, 2017, as
assigned pursuant to the Transfer, pursuant to which the timing of certain obligations of the City
and the Developer with respect to the District is established, including the proposed levy of
assessments for Future Improvement Areas (as defined in the SAP) and the issuance of PID Bonds,
if any.
2.49 "Maturity Date" is defined in Section 3.3.1.
2.36 "Net Proceeds" means the proceeds generated from the issuance and sale of PID Bonds
minus costs of issuance and reserve fund deposits and capitalized interest, if any, required by the
applicable Indenture related to such PID Bonds.
2.50 'Notice" is defined in Section 1.20.
2.51 "Original SAP" means the Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) Service and Assessment Plan dated May 2, 2017, approved by Ordinance No.
22707-05-2017 adopted by the City Council on May 2, 2017.
2.52 "Pal " or "Parties" are defined in the Preamble.
2.53 "Petition" is defined in Section 1.8.
2.54 "PID Act" is defined in Section 1.6.
2.55 "PID Bonds" are defined in the SAP and include the Improvement Area #3 PID Bonds, if
issued.
2.56 "PID-Funded Actual Costs" are defined in the SAP.
2.57 "Prepayments" means the payment of all or a portion of an Assessment before the due date
thereof.
2.58 "Property" means the approximately 1,704 acres within the corporate limits and
extraterritorial jurisdiction of the City as described in the Petition and the SAP.
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2.59 "SAP" means the Original SAP as updated by the 2020 SAP Update and the 2022 SAP
Update, including updates, modifications, and amendments approved by the City Council from
time to time in accordance with the SAP and the PID Act.
2.60 "Total Improvement Area #3 Assessment Amount" is defined in Section 1.25.
2.61 "Transfer" is defined in Section 1.23.
2.62 "Transferee" is defined in Section 3.9.
2.63 "Walsh Ranches" is defined in the preamble.
SECTION 3. ADDITIONAL PROVISIONS
3.1 Construction of Improvement Area #3 Funded Improvements. The Developer, at its cost
and expense, has constructed, or will cause to be constructed, all of the Authorized Improvements,
including the Improvement Area #3 Funded Improvements. The Authorized Improvements shall
be constructed in accordance with all applicable laws, ordinances, rules, and regulations of the
State of Texas, the City, and any other political subdivision or governmental agency that has
jurisdiction over the construction of the Authorized Improvements; provided, however, contracts
for the construction of such Authorized Improvements shall be exempt from competitive bidding
requirements pursuant to Section 252.022(a)(9), Texas Local Government Code, as amended. The
Developer shall prepare, bid, award, and manage all contracts for the construction of the
Authorized Improvements. Further, for Authorized Improvements that have yet to be fully
constructed and accepted by the City, the Developer will provide: (1) copies of all contracts entered
into as of the Effective Date within thirty (30) days of the Effective Date; and (2) copies of all
contracts to be entered into after the Effective Date within ten (10) business days of such contract
being entered into, but in no event later than thirty (30) days after the date on which such contracts
were awarded and has provided, or shall provide, to the City Engineer, the City's PID
Administrator and the Chief Financial Officer copies of all contracts. All plans and specifications
for the Authorized Improvements must be approved by the City Engineer, and all construction
shall be inspected by or on behalf of the City for compliance with the approved plans and
specifications. The Developer shall maintain books and records evidencing the Actual Costs,
including the PID-Funded Actual Costs, paid, or incurred by the Developer in the construction of
the Authorized Improvements, including the Improvement Area #3 Funded Improvements, copies
of which books and records shall be provided to the City Engineer, the City's PID Administrator
and the Chief Financial Officer. When construction of the Authorized Improvements is complete,
and when the completed Authorized Improvements have been inspected by the City Engineer and
determined to be in substantial compliance with the approved plans and specifications, the City
Engineer. shall certify such compliance in writing, including the Actual Costs of the completed
Authorized Improvements, and the Developer shall dedicate (and the City shall accept) the
Authorized Improvements, lien free, in accordance with standard City policies applicable to such
improvements, including maintenance bonds and assignments of warranties, if any.
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3.2 District Fund. Until Improvement Area #3 PID Bonds are issued, the City shall bill, collect,
and deposit into the Improvement Area #3 Account of the District Fund all Assessment Revenue
from the collection of the Improvement Area #3 Assessments. Annual Installments of the
Improvement Area #3 Assessments shall be billed and collected by the City (or by any other
person, entity, or governmental agency permitted by law) in the same manner and at the same time
as City ad -valorem taxes are billed and collected. Collection of Annual Installments of the
Improvement Area #3 Assessments shall be deferred pursuant to Section 372.017 of the PID Act
until the first date on which such Annual Installments of the Improvement Area #3 Assessments
can be collected in the manner and at the time described above. Collection of the Annual
Installments of the Improvement Area #3 Assessments is anticipated to commence by October 1,
2023, with such Annual Installments being delinquent if not paid on or before January 31, 2024.
In the event collection does not commence by such time, the parties shall negotiate in good faith
to update the terms of Section 3.3 below accordingly. For the avoidance of doubt, Assessment
Revenue from the collection of Assessments for each improvement area, including Annual
Installments thereof, deposited into the District Fund will only be used to pay the reimbursement
balance for that improvement area or as directed in the indenture entered into in connection with
the issuance of the PID Bonds for that improvement area, if issued, in accordance with the
improvement -area -specific reimbursement agreement. Assessment Revenue from the collection
of Improvement Area #3 Assessments, including Annual Installments thereof, deposited into the
District Fund will only be used to pay the Improvement Area #3 Reimbursement Balance or as
directed in the Improvement Area #3 Indenture entered into in connection with the issuance of the
Improvement Area #3 PID Bonds, if issued. After issuance, and for so long as Improvement Area
#3 PID Bonds are outstanding under the terms of the Improvement Area #3 Indenture, Assessment
Revenue shall be deposited, and payments therefrom shall be applied in accordance with the
provisions of the Improvement Area #3 Indenture. Once Improvement Area #3 PID Bonds are
issued, the Improvement Area 43 Indenture shall control in the event of any conflicts with this
Improvement Area #3 Reimbursement Agreement. For the avoidance of doubt, (1) while any
Improvement Area #3 PID Bonds are outstanding under the terms of the Improvement Area #3
Indenture, the right of the Developer to receive payment of the Reimbursement Balance shall be
subordinate to the deposits required under the Improvement Area #3 Indenture related to the
Improvement Area #3 PID Bonds, and (2) in no event will Developer be entitled to payment of the
Improvement Area #3 Reimbursement Balance from Administrative Expenses.
3.3 Payment of Improvement Area #3 Reimbursement Balance.
3.3.1 Subject to the terms and conditions herein, including Section 3.2 above, the City
agrees to pay to the Developer from Assessment Revenues collected from the
Improvement Area #3 Assessments and deposited to the Improvement Area #3
Account of the District Fund, commencing March 15, 2024, and continuing until
September 15, 2053 (the "Maturity") the principal amount equal to TEN
MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100THS
DOLLARS ($10,750,000.00) (the "Improvement Area #3 Reimbursement
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Amount"). The Improvement Area #3 Reimbursement Amount shall bear simple
interest per annum on the unpaid balance at the rate of FIVE AND FIFTY-
FIVE/100THS PERCENT (5.55%) for years one (1) through thirty (30) or until
Improvement Area 43 PID Bonds are issued. The interest rates have been
determined by the City Council in accordance with Section 372.023(e) of the PID
Act based on the Bond Buyer Revenue Bond Index published in The Bond Buyer,
a daily publication that publishes this interest rate index (and on the date of the
determination by the City Council which is the date on which the IA #3 Assessment
Ordinance was approved, the average index rate was not less than 3.55%). If any
portion of the Improvement Area #3 Reimbursement Amount remains unpaid after
the City has elected to issue Improvement Area #3 PID Bonds, the interest rate on
the unpaid Improvement Area #3 Reimbursement Amount shall be the same as the
interest rate on the Improvement Area #3 PID Bonds; provided, however, that such
rate shall not exceed FIVE AND FIFTY-FIVE/100THS PERCENT (5.55%).
The Improvement Area #3 Reimbursement Amount shall be reduced by the
difference, if any, determined by subtracting the Actual Costs of the Authorized
Improvements within Improvement Area #3 from $10,750,000. The Improvement
Area #3 Reimbursement Amount together with interest payable as described above
is referred to as the "Improvement Area #3 Reimbursement Balance".
3.3.2 The Improvement Area #3 Reimbursement Balance is payable solely from: (1)
quarterly payments by the City to the Developer made each March 15, June 15,
September 15, and December 15 beginning March 15, 2024 from the Assessment
Revenue from the collection of Improvement Area #3 Assessments, including
Annual Installments thereof, deposited into the Improvement Area 43 Account of
the District Fund beginning on March 15, 2024, and continuing each calendar
quarter thereafter until the earlier of the Maturity Date or the date on which the
Improvement Area #3 Reimbursement Balance is paid in full, (2) the Net Proceeds
of the Improvement Area #3 PID Bonds issued by the City and secured by the
Improvement Area #3 Assessments; or (3) a combination of items (1) and (2). The
Improvement Area #3 Reimbursement Balance shall be further reduced by the
costs of issuance associated with the issuance of Improvement Area #3 PID
Bonds, including any underwriter's discount, in addition to any reserve fund
deposits and capitalized interest, if any, required by the Improvement Area #3
Indenture, notwithstanding that such funds shall not actually be paid to the
Developer. Each quarterly payment to the Developer from the District Fund shall
be accompanied by an accounting from the City's Chief Financial Officer or the
City's PID Administrator that certifies the Improvement Area #3 Reimbursement
Balance as of the date of the payment and that itemizes all deposits to and
disbursements from the District Fund since the last quarterly payment. If there is a
dispute over the amount of any quarterly payment, the City shall nevertheless pay
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the undisputed amount, and the Parties shall use all reasonable efforts to resolve the
disputed amount before the next quarterly payment is due; however, if the Parties
are unable to resolve the disputed amount, the determination certified by the City's
Chief Financial Officer of the disputed amount shall control.
3.3.3 Beginning in the year in which the Improvement Area #3 PID Bonds are to be paid
in full, the City will amortize the outstanding Improvement Area #3
Reimbursement Balance in a manner that is determined by the City's Chief
Financial Officer to provide the most expedient payoff of the outstanding
Improvement Area #3 Reimbursement Balance while seeking to maintain level
reimbursement payments and taking into account Administrative Expenses
associated with the Improvement Area #3 Assessments.
3.4 PID Bonds.
3.4.1 The Parties acknowledge and agree that the District was created with the
expectation that the Parties would enter into the Master Reimbursement Agreement
and improvement -area -specific reimbursement agreements and that the City would
issue PID Bonds in satisfaction of the each improvement -area -specific
reimbursement balance in accordance with provisions set forth in each
improvement -area -specific reimbursement agreement, with the provisions for this
Area #3 Reimbursement Agreement set forth in Section 3.4.2 below. For the
avoidance of doubt, bonds for each improvement area, if issued, shall be secured
by, and paid solely from the assessments for that improvement area in accordance
with the improvement -area -specific reimbursement agreement and indenture.
While any Improvement Area #3 PID Bonds are outstanding, subject to the terms
of the Improvement Area #3 Indenture, the Developer shall only be entitled to
annual payments from the Assessment Revenues collected from the Improvement
Area #3 Assessments to the extent any such Assessment Revenues remain
available after subtracting any amounts required to be paid, deposited or
transferred under the Improvement Area #3 Indenture, including debt service
payments on the Improvement Area #3 PID Bonds, and amounts required to be
deposited into any reserve fund. If the Improvement Area #3 PID Bonds are paid
in full prior to the Maturity Date, the City shall thereafter continue to make
payments to the Developer from the Assessment Revenue generated from the
collection Improvement Area #3 Assessments, including Annual Installments
thereof, deposited into the Improvement Area #3 Account of the District Fund until
the earlier of the Maturity Date or the date on which the Improvement Area #3
Reimbursement Balance is paid in full. The parties acknowledge that approval of
the issuance of any Improvement Area #3 Bonds by the City Council is a
governmental function within the City's sole discretion and is subject to prevailing
state and federal law at the time of the proposed issuance. The inability or failure
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of the City to issue Improvement Area #3 Bonds shall not constitute a Failure by
the City or otherwise result in a Default by the City under this Improvement Area
#3 Reimbursement Agreement.
3.4.2 Improvement Area #3 PID Bonds will not be issued until a final plat has been
recorded for Improvement Area #4. If no final plat has been recorded with respect
to Improvement Area #4 within five (5) years of the date IA #3 Assessment
Ordinance, then no Improvement Area #3 PID Bonds will be issued, and the
payment of the Improvement Area #3 Reimbursement Balance will be limited to
quarterly payments by the City to the Developer from the Assessment Revenues
generated from the collection Improvement Area #3 Assessments, including
Annual Installments thereof, deposited into the District Fund.
3.4.3 Any Prepayments of Improvement Area #3 Assessments while any Improvement
Area #3 PID Bonds are outstanding shall be applied pursuant to the term of the
Improvement Area #3 Indenture.
3.4.4 The Improvement Area #3 PID Bonds shall have a maximum maturity date of 20
years.
3.5 Unpaid Improvement Area #3 Reimbursement Balance. If any portion of the Improvement
Area #3 Reimbursement Balance remains unpaid on the Maturity Date, such portion of the
Improvement Area #3 Reimbursement Balance shall be canceled and for all purposes this
Improvement Area #3 Reimbursement Agreement shall be deemed to have been conclusively and
irrevocably PAID IN FULL, and such portion of the Improvement Area #3 Reimbursement
Balance shall no longer be deemed to be payable. The Developer shall not be relieved of its duty
to construct or cause to be constructed the Authorized Improvements for the benefit of the Property
within Improvement Area #3 even if there are insufficient funds payable under this Improvement
Area #3 Reimbursement Agreement to pay the PID-Funded Actual Costs of the Improvement Area
#3 Funded Improvements.
3.6 Payment of Certain Assessments. The Developer agrees to pay in full the amount of any
Improvement Area #3 Assessments on each Lot that has closed with a homebuyer on or before the
date on which the Improvement Area #3 Assessment Ordinance is adopted.
3.7 City Obligations; Limitations.
3.7.1 The Improvement Area #3 Reimbursement Balance is payable to the Developer and
secured under this Improvement Area #3 Reimbursement Agreement solely as described above.
NO OTHER CITY FUNDS, REVENUE, TAXES, INCOME OR PROPERTY MAY BE
PLEDGED TO THE PAYMENT OF ANY AMOUNTS UNDER THIS IMPROVEMENT AREA
#3 REIMBURSEMENT AGREEMENT OR SHALL BE USED EVEN IF THE IMPROVEMENT
AREA #3 REIMBURSEMENT BALANCE IS NOT PAID IN FULL AT MATURITY.
NOTWITHSTANDING ITS COLLECTION EFFORTS, IF THE CITY FAILS TO RECEIVE
ALL OR ANY PART OF THE ASSESSMENT REVENUES COLLECTED FROM THE
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IMPROVEMENT AREA #3 ASSESSMENTS AND, AS A RESULT, IS UNABLE TO MAKE
ANY PAYMENT DESCRIBED HEREIN, SUCH FAILURE SHALL NOT CONSTITUTE A
FAILURE OR DEFAULT BY THE CITY UNDER THIS IMPROVEMENT AREA #3
REIMBURSEMENT AGREEMENT. THIS IMPROVEMENT AREA #3 REIMBURSEMENT
AGREEMENT AND ANY IMPROVEMENT AREA #3 PID BONDS ISSUED IN
CONNECTION HEREWITH SHALL NOT AND SHALL NEVER GIVE RISE TO OR
CREATE: (1) A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF
THE CITY OR ANY OTHER TAXING UNIT; (2) A DEBT OR OTHER OBLIGATION OF
THE CITY PAYABLE FROM ANY SOURCE OF REVENUE, TAXES, INCOME OR
PROPERTIES OF THE CITY OTHER THAN FROM (A) ASSESSMENT REVENUE
COLLECTED FROM THE IMPROVEMENT AREA #3 ASSESSMENT REVENUES
PURSUANT TO THIS IMPROVEMENT AREA #3 REIMBURSEMENT AGREEMENT, OR
(B) THE NET PROCEEDS OF ANY IMPROVEMENT AREA #3 BONDS PAYABLE FROM
SUCH ASSESSMENT REVENUE PURSUANT TO THE IMPROVEMENT AREA #3
INDENTURE; (3) ANY OBLIGATION OF THE CITY TO ISSUE PID BONDS OR OTHER
OBLIGATIONS; OR (4) ANY OBLIGATION OF THE CITY TO PAY ANY AMOUNT DUE
OR TO BECOME DUE UNDER THIS REIMBURSEMENT AGREEMENT OTHER THAN
FROM (A) ASSESSMENT REVENUE COLLECTED FROM THE IMPROVEMENT AREA #3
ASSESSMENTS PURSUANT TO THIS IMPROVEMENT AREA #3 REIMBURSEMENT
AGREEMENT, OR (B) THE NET PROCEEDS OF ANY IMPROVEMENT AREA #3 BONDS
PAYABLE FROM SUCH ASSESSMENT REVENUE PURSUANT TO THE IMPROVEMENT
AREA #3 INDENTURE.
3.7.2 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 Improvement Area #3
Reimbursement Agreement or their acts or omissions under this Improvement Area #3
Reimbursement Agreement.
3.7.3 Until Improvement Area #3 PID Bonds are issued, the obligation of the City to
deposit Assessment Revenue from the collection of Improvement Area #3 Assessments, including
Annual Installments thereof, into the Improvement Area #3 Account of the District Fund is subject
only to the condition that the Improvements Completion Date has occurred. Upon the issuance of
Improvement Area 93 PID Bonds, the City shall deposit Assessment Revenue as required by the
Improvement Area #3 Indenture.
3.7.4 Notwithstanding Section 3.7.3 above, the obligation of the City to make payments
to the Developer under this Improvement Area #3 Reimbursement Agreement is subject to Section
3.7.1 above and is conditioned upon: (1) the Improvements Completion Date having occurred; (2)
the City Engineer having certified that the Total Improvement Area #3 Assessment Amount does
not exceed eighty percent (80%) of the Actual Costs of the Authorized Improvements within
Improvement Area #3; and (3) the Developer being in compliance with its obligations under any
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Developer's Continuing Disclosure Agreement, if any, entered into in connection with the issuance
of Improvement Area #3 PID Bonds. From and after the satisfaction of each of the foregoing
conditions: (1) the obligations of the City under this Improvement Area #3 Reimbursement
Agreement to snake payments to the Developer shall be unconditional, and shall continue until the
Maturity Date or until the Improvement Area #3 Reimbursement Balance has been paid in full,
whichever is earlier; and (2) there shall be no conditions, defenses, or rights of offset to the
obligations of the City: (i) to make payments to the Developer from the Improvement Area #3
Account of the District Fund in accordance with this Improvement Area #3 Reimbursement
Agreement; (ii) if Improvement Area #3 PID Bonds are issued, to use the Net Proceeds thereof to
pay all or a portion of the Improvement Area #3 Reimbursement Balance and thereafter to use
Assessment Revenue from the collection of Improvement Area #3 Assessments, including Annual
Installments thereof, to pay debt service on the Improvement Area #3 PID Bonds in accordance
with this Improvement Area #3 Reimbursement Agreement and the Improvement Area #3
Indenture; and (iii) , subject to Section 3.3.3, if Improvement Area #3 PID Bonds have been issued
and paid in full prior to the Maturity Date, to resume making payments to the Developer from the
Improvement Area #3 Account of the District Fund until the Maturity Date or until the
Improvement Area #3 Reimbursement Balance is paid in full, whichever is earlier.
3.8 Term. The term of this Improvement Area #3 Reimbursement Agreement shall begin on
the Effective Date and shall continue until the earlier to occur of the Maturity Date or the date on
which the Improvement Area #3 Reimbursement Balance is paid in full.
3.9 Transfers. Devco III and Devco VLO each has the right to assign, convey, transfer,
mortgage, pledge, or otherwise encumber, in whole or in part without the consent of (but with
notice to) the City, their respective obligations, rights, title, or interest under this Improvement
Area #3 Reimbursement Agreement to any person or entity, including, but not limited to, their
respective rights, title, or interest in and to payments of the Reimbursement Balance, whether such
payments are made quarterly from the District Fund or from the Net Proceeds of Improvement
Area #3 PID Bonds (any of the foregoing, an "Improvement Area #3 Reimbursement Agreement
Transfer," and the person or entity to whom the Improvement Area #3 Reimbursement Agreement
Transfer is made, a "Improvement Area #3 Reimbursement Agreement Transferee"); provided,
however, that no such conveyance, transfer, assignment, mortgage, pledge, or other encumbrance
shall be made without prior written consent of the City if such conveyance, transfer, assignment,
mortgage, pledge, or other encumbrance would result in (1) the issuance of municipal securities,
and/or (2) the City being viewed as an "obligated person" within the meaning of Rule 15c2-12 of
the United States Securities and Exchange Commission, and/or (3) the City being subjected to
additional reporting or recordkeeping duties. Notwithstanding the foregoing, no Improvement
Area #3 Reimbursement Agreement Transfer shall be effective until five (5) days after written
notice of the Improvement Area #3 Reimbursement Agreement Transfer is received by the City,
including, for each Improvement Area #3 Reimbursement Agreement Transferee, the notice
information required pursuant to Section 3.11. The City may rely on notice of an Improvement
Area #3 Reimbursement Agreement Transfer received from the Developer without obligation to
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investigate or confirm the validity of the Improvement Area #3 Reimbursement Agreement
Transfer. The Developer waives all rights or claims against the City for any funds paid to an
Improvement Area #3 Reimbursement Agreement Transferee as a result of an Improvement Area
#3 Reimbursement Agreement Transfer for which the City received notice. The foregoing
notwithstanding, no Improvement Area #3 Reimbursement Agreement Transfer of payments of
the Reimbursement Balance 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.
3.10 Applicable Law; Venue. This Improvement Area #3 Reimbursement 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 Improvement Area #3 Reimbursement Agreement. In
the event of a dispute involving this Improvement Area #3 Reimbursement Agreement, venue shall
lie in any court of competent jurisdiction in Tarrant County, Texas.
3.11 Notice. Any notice required by or contemplated by this Improvement Area #3
Reimbursement 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) seventy-two. (72) hours after deposited with the United States
Postal Service, Certified Mail, Return Receipt Requested.
If to the City:
City of Fort Worth
Denis McElroy, Assistant City Attorney
200 Texas Street
Fort Worth, Texas 76102
With a copy to:
McCall, Parkhurst & Horton, L.L.P.
Attn: Jeff Leuschel
717 North Harwood, Suite 900
Dallas, Texas 75201
and:
Kelly Hart & Hallman LLP
Attn: Jonathan Cranz
201 Main Street, Suite 2500
Fort Worth, Texas 76107
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If to the Developer:
QUAIL VALLEY DEVCO III, LLC
c/o Republic Property Group, Inc.
Attn: Jim Henry
400 S. Record Street, Suite 1200
Dallas, Texas 75202
and:
QUAIL VALLEY DEVCO VLO, LLC
c/o Republic Property Group, Inc.
Attn: Jim Henry
400 S. Record Street, Suite 1200
Dallas, Texas 75202
With a copy to:
Shupe Ventura, PLLC
Attn: Misty Ventura
9406 Biscayne Blvd.
Dallas, TX 75218
Any Party may change its address by delivering notice of the change in accordance with this
section.
3.12 Default/Remedies.
3.12.1 If either Party fails to perform an obligation imposed on such Party by this
Improvement Area #3 Reimbursement Agreement (a "Failure") and such Failure is not cured after
notice and the expiration of the cure periods provided in this section, then such Failure shall
constitute a "Default." If a Failure is monetary, the non -performing Party shall have thirty (30)
days within which to cure. If the Failure is non -monetary, the non -performing Party shall have
forty-five (45) days within which to cure.
3.12.2 If the Developer is in Default, the City's sole and exclusive remedy shall be to
compel performance through injunctive relief or specific performance. No Default by the
Developer shall entitle the City to terminate this Improvement Area #3 Reimbursement
Agreement. No Default by the Developer after the Improvements Completion Date shall entitle
the City to withhold payments to the Developer from the District Fund in accordance with this
Improvement Area #3 Reimbursement Agreement.
3.12.3 If the City is in Default, the Developer's sole and exclusive remedies shall be
to: (1) compel performance through injunctive relief or specific performance; and/or (2) seek
specific enforcement of this Improvement Area #3 Reimbursement Agreement. No Default by the
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City shall entitle the Developer to terminate this Improvement Area #3 Reimbursement
Agreement.
3.12.4 The City shall give notice of any alleged Failure by the Developer to each
Improvement Area #3 Reimbursement Agreement Transferee identified in any notice from the
Developer, and such Improvement Area #3 Reimbursement Agreement 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 an Improvement Area #3 Reimbursement Agreement
Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not
obligate the Improvement Area #3 Reimbursement Agreement Transferee to be bound by this
Improvement Area #3 Reimbursement Agreement unless the Improvement Area #3
Reimbursement Agreement Transferee agrees in writing to be bound.
3.13 Remedies Outside the Agreement. Nothing in this Improvement Area #3 Reimbursement
Agreement constitutes a waiver by the City of any remedy the City may have outside this
Improvement Area #3 Reimbursement Agreement against any the Developer, any Improvement
Area #3 Reimbursement Agreement 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 of property in the PID.
3.14 Employment of Undocumented Workers. During the term of this Agreement, the
Developer agrees not to knowingly employ any undocumented workers and, if convicted of a
violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted
herein within 120 days after the date the Developer is notified by the City of such violation, plus
interest at the rate of six percent (6%) compounded annually from the date of violation until paid.
Pursuant to Section 2264.101(c), Texas Government Code, a business is not liable for a violation
of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with
whom the business contracts.
3.15 No Boycott of Israel. To the extent this Improvement Area #3 Reimbursement Agreement
constitutes a contract for goods or services for which a written verification is required under
Section 2271.002, Texas Government Code, the Developer hereby verifies that it and its parent
company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel
and will not boycott Israel during the term of this Improvement Area #3 Reimbursement
Agreement. The foregoing verification is made solely to enable the City to comply with such
Section and to the extent such Section does not contravene applicable Federal or Texas law. As
used in the foregoing verification, `boycott Israel,' a term defined in Section 2271.001, Texas
Government Code, by reference to Section 808.001(1), Texas Government Code, means refusing
to deal with, terminating business activities with, or otherwise taking any action that is intended to
penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with
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a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include
an action made for ordinary business purposes.
3.16 Iran, Sudan, and Foreign Terrorist Organizations. The Developer represents that neither it
nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a
company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts
under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the
following pages of such officer's internet website:
https:Hcomptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https:Hcomptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https:Hcomptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to enable the City to comply with Section
2252.152, Texas Government Code, and to the extent such Section does not contravene applicable
Federal law of Texas law and excludes the Developer and each of its parent company, wholly- or
majority -owned subsidiaries, and other affiliates, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran
or any federal sanctions regime relating to a foreign terrorist organization.
3.17 No Discrimination Against Fossil Fuel Companies. To the extent this Improvement Area
#3 Reimbursement Agreement constitutes a contract for goods or services for which a written
verification is required under Section 2274.002 (as added by Senate Bill 13 in the 87th Texas
Legislature, Regular Session), Texas Government Code, as amended, the Developer hereby
verifies that it and its parent company, wholly- or maj ority-owned subsidiaries, and other affiliates,
if any, do not boycott energy companies and will not boycott energy companies during the term of
this Improvement Area #3 Reimbursement Agreement. The foregoing verification is made solely
to enable the City to comply with such Section and to the extent such Section does not contravene
applicable Federal or Texas law. As used in the foregoing verification, "boycott energy
companies," a term defined in Section 2274.001(1), Texas Government Code (as enacted by such
Senate Bill) by reference to Section 809.001, Texas Government Code (also as enacted by such
Senate Bill), shall mean, without an ordinary business purpose, refusing to deal with, terminating
business activities with, or otherwise taking any action that is intended to penalize, inflict
economic harm on, or limit commercial relations with a company because the company (A)
engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil
fuel -based energy and does not commit or pledge to meet environmental standards beyond
applicable federal and state law; or (B) does business with a company described by (A) above.
3.18 No Discrimination Against Firearm Entities and Firearm Trade Associations. To the extent
this Improvement Area #3 Reimbursement Agreement constitutes a contract for goods or services
for which a written verification is required under Section 2274.002 (as added by Senate Bill 19 in
the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the
Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries,
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1920.020\108755.12
and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate against a firearm
entity or firearm trade association during the term of this Improvement Area #3 Reimbursement
Agreement. The foregoing verification is made solely to enable the City to comply with such
Section and to the extent such Section does not contravene applicable Federal or Texas law. As
used in the foregoing verification and the following definitions:
(a) `discriminate against a firearm entity or firearm trade association,' a term defined in
Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill), (A)
means, with respect to the firearm entity or firearm trade association, to (i) refuse to
engage in the trade of any goods or services with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association,
(ii) refrain from continuing an existing business relationship with the firearm entity
or firearm trade association based solely on its status as a firearm entity or firearm
trade association, or (iii) terminate an existing business relationship with the firearm
entity or firearm trade association based solely on its status as a firearm entity or
firearm trade association and (B) does not include (i) the established policies of a
merchant, retail seller, or platform that restrict or prohibit the listing or selling of
ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage
in the trade of any goods or services, decision to refrain from continuing an existing
business relationship, or decision to terminate an existing business relationship (aa)
to comply with federal, state, or local law, policy, or regulations or a directive by a
regulatory agency or (bb) for any traditional business reason that is specific to the
customer or potential customer and not based solely on an entity's or association's
status as a firearm entity or firearm trade association;
(b) `firearm entity,' a term defined in Section 2274.001(6), Texas Government Code (as
enacted by such Senate Bill), means a manufacturer, distributor, wholesaler, supplier,
or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as
enacted by such Senate Bill, as weapons that expel projectiles by the action of
explosive or expanding gases), firearm accessories (defined in Section 2274.001(5),
Texas Government Code, as enacted by such Senate Bill, as devices specifically
designed or adapted to enable an individual to wear, carry, store, or mount a firearm
on the individual or on a conveyance and items used in conjunction with or mounted
on a firearm that are not essential to the basic function of the firearm, including
detachable firearm magazines), or ammunition (defined in Section 2274.001(1),
Texas Government Code, as enacted by such Senate Bill, as a loaded cartridge case,
primer, bullet, or propellant powder with or without a projectile) or a sport shooting
range (defined in Section 250.001, Texas Local Government Code, as a business
establishment, private club, or association that operates an area for the discharge or
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other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or
similar recreational shooting); and
(c) `firearm trade association,' a term defined in Section 2274.001(7), Texas
Government Code (as enacted by such Senate Bill), means any person, corporation,
unincorporated association, federation, business league, or business organization that
(i) is not organized or operated for profit (and none of the net earnings of which inures
to the benefit of any private shareholder or individual), (ii) has two or more firearm
entities as members, and (iii) is exempt from federal income taxation under Section
501(a), Internal Revenue Code of 1986, as an organization described by Section
501(c) of that code."
3.19 Form 1295. The Parties acknowledge and agree that Developer submitted to the City a
completed Form 1295 generated by the Texas Ethics Commission's (the "TEC") electronic filing
application in accordance with the provisions of Section 2252.908 of the Texas Government Code
and the rules promulgated by the TEC (the "Form 1295") at the time Developer submitted its
signature page to this Agreement. The City hereby confirms timely receipt of the Form 1295 from
the Developer pursuant to Section 2252.908, and the City agrees to acknowledge such form with
the TEC through its electronic filing application system not later than the 30th day after the receipt
of such form. The City waives all claims related to the validity and enforceability of this
Agreement to the extent such claims are based on noncompliance with Section 2252.908, Texas
Government Code.
3.20 Affiliate. As used in this Improvement Area #3 Reimbursement Agreement, the Developer
understands `affiliate' to mean an entity that controls, is controlled by, or is under common control
with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make
a profit.
3.21 Entire Agreement; Amendment. This Improvement Area 43 Reimbursement Agreement
supersedes all prior agreements (whether written or oral) between the Parties regarding the subject
matter hereof and constitutes the only agreement between the Parties with regard to the subject
matter hereof. For the avoidance of doubt, the Master Reimbursement Agreement remains in full
force and effect with respect to any other applicable improvement area and is not superseded with
respect to any other improvement area by this Improvement Area #3 Reimbursement Agreement.
In the event of any conflict between this Improvement Area #3 Reimbursement Agreement and
any other instrument, document, or agreement to which either Parry is a party or by which either
Party is bound, the provisions and intent of this Improvement Area #3 Reimbursement Agreement
shall control. This Improvement Area #3 Reimbursement Agreement may only be amended by
written agreement of the Parties.
3.22 Severability. If any provision of this Improvement Area #3 Reimbursement Agreement is
held invalid by any court, such holding shall not affect the validity of the remaining provisions.
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1920.020\108755.12
3.23 Non -Waiver. The failure by a Party to insist upon the strict performance of any provision
of this Improvement Area #3 Reimbursement 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
Improvement Area #3 Reimbursement Agreement.
3.24 Third Party Beneficiaries. Nothing in this Improvement Area #3 Reimbursement
Agreement is intended to or shall be construed to confer upon any person or entity other than the
City and the Developer (including Developer's Improvement Area #3 Reimbursement Agreement
Transferees following a transfer) any rights under or by reason of this Improvement Area #3
Reimbursement Agreement. All provisions of this Improvement Area #3 Reimbursement
Agreement shall be for the sole and exclusive benefit of the City and the Developer (including
Developer's Improvement Area #3 Reimbursement Agreement Transferees following an
Improvement Area #3 Reimbursement Agreement Transfer).
3.25 Counterparts. This Improvement Area #3 Reimbursement Agreement may be executed in
multiple counterparts, which, when taken together, shall be deemed one original. This
Improvement Area #3 Reimbursement 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.
3.26 Representations and Warranties.
3.26.1 Devco III represents and warrants, on behalf of itself and Devco I, to the City
that: (1) Devco III has the authority to enter into and perform its obligations under this
Improvement Area #3 Reimbursement Agreement; (2) Devco III has the financial resources, or
the ability to obtain sufficient financial resources, to meet its obligations under this Improvement
Area #3 Reimbursement Agreement; (3) the person executing this Improvement Area #3
Reimbursement Agreement on behalf of Devco III has been duly authorized to do so; (4) this
Improvement Area #3 Reimbursement Agreement is binding upon Devco III in accordance with
its terms; and (5) the execution of this Improvement Area #3 Reimbursement Agreement and the
performance by Devco III of its obligations under this Improvement Area #3 Reimbursement
Agreement do not constitute a breach or event of default by Devco III or Devco I under any other
agreement, instrument, or order to which Devco III or Devco I is a party or by which Devco III or
Devco I is bound.
3.26.2 Devco VLO represents and warrants to the City that: (1) Devco VCLO has the
authority to enter into and perform its obligations under this Improvement Area #3 Reimbursement
Agreement; (2) Devco VLO has the financial resources, or the ability to obtain sufficient financial
resources, to meet its obligations under this Improvement Area #3 Reimbursement Agreement; (3)
the person executing this Improvement Area #3 Reimbursement Agreement on behalf of Devco
VLO has been duly authorized to do so; (4) this Improvement Area #3 Reimbursement Agreement
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is binding upon Devco VLO in accordance with its terms; and (5) the execution of this
Improvement Area #3 Reimbursement Agreement and the performance by Devco VLO of its
obligations under this Improvement Area #3 Reimbursement Agreement do not constitute a breach
or event of default by Devco VLO under any other agreement, instrument, or order to which Devco
VLO is a party or by which Devco VLO is bound.
3.26.3 Devco III and Devco VLO each represent and warrant to the City that with
regard to the obligations of the "Developer" under this Improvement Area #3 Reimbursement
Agreement, Devco III and Devco VLO are jointly and severally liable for such obligations unless
and until either of them has transferred such obligations, in whole or in part, pursuant to Section
3.9. In the event of an Improvement Area #3 Reimbursement Agreement Transfer by either Devco
III or Devco VLO of all or any of its obligations under this Improvement Area #3 Reimbursement
Agreement pursuant to Section 3.9, the Improvement Area #3 Reimbursement Agreement
Transferee shall only be liable to the extent of the obligations that are the subject of the
Improvement Area #3 Reimbursement Agreement Transfer and shall not be jointly liable with the
Developer or with any other Improvement Area #3 Reimbursement Agreement Transferee for any
other obligations under this Improvement Area #3 Reimbursement Agreement.
3.26.4 The City represents and warrants to Developer that: (1) the City has the
authority to enter into and perform its obligations under this Improvement Area #3 Reimbursement
Agreement; (2) the person executing this Improvement Area #3 Reimbursement Agreement on
behalf of the City has been duly authorized to do so; (3) this Improvement Area #3 Reimbursement
Agreement is binding upon the City in accordance with its terms; and (4) the execution of this
Improvement Area #3 Reimbursement Agreement and the performance by the City of its
obligations under this Improvement Area #3 Reimbursement 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.
[Remainder ofpage left blank intentionally. Execution pages follow.]
23
1920.020\108755.12
ATTEST:
ty Secretary
APPROVED AS TO FORM:
`� ( 4�x/
Name: J) NI S C • �^ c (Uo'
Title: Assistant City Attorney,
CITY OF FORT WORTH, TEXAS
IC
Nam
Title
24
nn
1920.020a-1-08-755.12
QUAIL VALLEY DEVCO III, LLC,
A Texas limited liability company
By: RP
By
Na
Tit
QUAIL VALLEY DEVCO VLO, LLC,
A Texas limited liability company
IN
25
1920.020\108755.12
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
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
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2023-1033020
Quail Valley Devco III, LLC
Dallas, TX United States
Date Filed:
06/12/2023
2 Name of governmental entity or state agency that is a party to the contract for which the form is
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.
Quail Valley PID No. 16 IA #3 Reimbursement Agmt
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION
My name is and my date of birth is Z169
My address is 700 S 44wa l ! , 5W2— ,
(street) 4e , ('tpt, (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in _] x\, County, State of—e—X0. S on the day of 20 Z3 .
(month) (year)
Signature o aut ized agent of contract business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics, state. .us �J Version V3.5.1.a18ea2ca
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
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
Certificate Number:
2023-1033022
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Quail Valley Devco VLO, LLC
Dallas, TX United States
Date Filed:
06/12/2023
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Fort Worth
Date Acknowledged:
g
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.
Quail Valley PID No. 16 IA #3 Reimbursement Agmt
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
5
Check only if there is NO Interested Party.
X
6
UNSWORN DECLARATION
My name is JH�iC C 1-�Aa4m& , and my date of birth is y IZ'�
My address is
(street) �200 (city) (state) (zip code) (country)
I declare under penalty that the foregoing is true and correct.
1o�f -perjury
Executed in k County, State of�GxQts on the I (o day of
(month) (year)
Sign ure of u iorized agen of cont cting business entity
(Declara t)
Forms provided by I exas Ethics Commission www.ethics.stat VS
�� Version V3.5.1.a18ea2ca
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 05/09/23 M&C FILE NUMBER: M&C 23-0381
LOG NAME: 13QUAIL VALLEY/WALSH PID IA#3 REIMBURSEMENT AGREEMENT
SUBJECT
(CD 3 / Future CD 3) Authorize Reimbursement Agreement with Quail Valley Devco III, LLC and Quail Valley Devco VLO, LLC to Address
Construction, Acquisition, and Financing of Improvements in Improvement Area No. 3 of Fort Worth Public Improvement District 16 — Walsh
Ranch/Quail Valley and Authorize Execution of a Majority Landowner Agreement (Continued from a Previous Meeting)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a Reimbursement Agreement with Quail Valley Devco III, LLC and Quail Valley Devco VLO, LLC (collectively
"Developers") to address construction, acquisition, and financing of the improvements in Improvement Area No. 3 of Fort Worth Public
Improvement District 16 — Walsh Ranch/Quail Valley ("Quail Valley PID"); and
2. Authorize 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. 3 that is not owned by Developers.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize the execution of a (i) Master Reimbursement Agreement with Quail
Valley Devco III, LLC and Quail Valley Devco VLO, LLC (collectively "Developers") to address construction, acquisition, and financing of the
improvements in Improvement Area No. 3 (IA3) of Fort Worth Public Improvement District 16 — Walsh Ranch/Quail Valley ("Quail Valley PID"), and
(ii) Majority Landowner Agreement with the Developers, outlining responsibilities associated with coordination of notices and payment of
assessments for land in IA3 that is not owned by Developers.
On 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
seven phases that occur over several years as areas of the Quail Valley PID are developed.
The City Council previously adopted a service and assessment plan for the Quail Valley PID pursuant to Ordinance No. 22707-05-2017, which has
been updated annually through subsequent City Council actions. Assessments on IA3 of the Quail Valley PID, which is the third phase of
development, were levied in September 2022 (M&C 22-0794; Ordinance No. 25775-09-2022).
The previously approved assessments are allocated as follows:
Lot Size
# of Lots
Annual Installment
35 feet
J$974.48
50 feet
1$1,163.47
55 feet
105
1$1,178.24
60feet 1
115
$1,343.60
70 feet
1$1,600.51
Townhome
1$974.48
4-pack Homel
1$708.71
The above shown amounts are calculated using an interest rate of 5.55% per annum. This interest rate is based on the bond index rate of 3.55%
applicable for the month of August through September 17, 2022 plus 2%.
The total principal reimbursement amount for IA 3 is $10,750,000.00. In addition to that amount of improvements funded by the special
assessments, the Developers are constructing, without reimbursement from the Quail Valley PID, additional improvements in the amount of
$26,441,518.00, bringing the total costs of improvements in Improvement Area No. 3 to $37,191,518.00.
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. Following execution of the reimbursement agreement, 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, once the
Developer submits payment requisitions.
The Reimbursement Amount for Improvement Area No. 3 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 5.55 percent. 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 will be the same as the interest
rate on the bonds. It is anticipated that within five years, provided that the Developer has 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 Developer by issuing debt secured
by a portion of the special assessments.
In order to maintain the Developers' construction schedule, portions of the property in Improvement Area No. 3 have been sold to home developers
since the Quail Valley PID was created. The Majority Landowner Agreement addresses the responsibilities of the Developers and City with
respect to notices, assurances, and payment of assessments for property in Improvement Area No. 3 that is not owned by the Developers.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations funds are available in the current operating budget, as
previously appropriated, and upon adoption of the Fiscal Year 2024 Budget by the City Council, funds will be available in the Fiscal Year
2024 Operating Budget, as appropriated, in the FWPID #16 - Quail Valley Fund. Prior to an expenditure being incurred, the Financial
Management Services Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by- Reginald Zeno 8517
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Alex Laufer 2268