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HomeMy WebLinkAboutContract 59680CITY SECRETARY �1(6T{�ACT NO. L5aLksLa. FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREA #3 MAJORITY LANDOWNER AGREEMENT Among THE CITY OF FORT WORTH, TEXAS And QUAIL VALLEY DEVCO III, L.L.C. and QUAIL VALLEY DEVCO VLO, L.L.C. Dated as of June 18, 2023 OFFMAL RECORD COW SECRETARY q'. WOR-rK, Tx 1920.020\276173.5 MAJORITY LANDOWNER AGREEMENT This MAJORITY LANDOWNER AGREEMENT (the or this "Agreement") is entered into among the CITY OF FORT WORTH, TEXAS, a municipal corporation of the State of Texas (the "City"), QUAIL VALLEY DEVCO III, LLC, a Texas limited liability company ("Devco III"), and QUAIL VALLEY DEVCO VLO, LLC, a Texas limited partnership ("Devco VLO" and, together with Devco III referred to collectively as the "Majority Landowner"). The City and the Majority Landowner may each be referred to individually herein as a "Party" and collectively as the "Parties." This Agreement shall be effective on June 18, 2023 (the "Effective Date"). RECITALS WHEREAS, the District was created pursuant to the authority of Chapter 372, Texas Local Govermnent Code, as amended (the "PID Act"); WHEREAS, the City Council of the City (the "City Council") adopted Ordinance No. 25775-09- 2022 on September 27, 2022 (including all exhibits, the "Assessment Ordinance") that levied special assessments (the "Assessments") on each parcel within Improvement Area #3 in accordance with the PID Act and recorded the Assessment Ordinance in the real property records of Tarrant County, Texas as Instrument No. D222241632 on October 4, 2022; WHEREAS, the Assessment Ordinance includes an update to the existing Service and Assessment Plan of the District (the "Service and Assessment Plan Update"); WHEREAS, the Service and Assessment Plan Update includes an "Assessment Roll" setting forth the amount of the Assessment for each parcel within Improvement Area #3, including the amount of the Annual Installment" for each Assessment paid in installments; WHEREAS, due to a clerical oversight, the Service and Assessment Plan Update approved by the Assessment Ordinance was not attached to the Assessment Ordinance when recorded on October 4, 2022; and WHEREAS, the City recorded the Assessment Ordinance with the Service and Assessment Plan Update attached 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 WHEREAS, the Majority Landowner and the City have entered into that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #3 Reimbursement Page 1 1920.020\276173.5 Agreement (as such agreement may be amended from time to time as provided therein, the "Reimbursement Agreement"), relating to, among other matters, the City's undertaking to reimburse the Majority Landowner for the cost of "Improvement Area #3 Funded Improvements" as defined therein; WHEREAS, the Assessments will be used, in part, to pay the "Reimbursement Balance," as defined in the Reimbursement Agreement, or pledged as security for the payment of PID Bonds, as defined in the Reimbursement Agreement; WHEREAS, on the date the Assessment Ordinance was adopted, the Majority Landowner owned approximately 150.77 acres of land (the "Land") constituting 100% of the acres in Improvement Area #3 of the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District"); WHEREAS, the Land constitutes taxable, privately -owned land located within the Improvement Area #3 of the District; and WHEREAS, the Majority Landowner has represented to the City that on the Effective Date of this Agreement, the portions of the Land not owned by the Majority Landowner are: (A) right-of-way owned by the City, and (B) land owned by Perry Homes, LLC, a Texas limited liability company (the "Improvement Area #3 Builder" and together with the City, collectively, the "Minority Landowners"). NOW THEREFORE, for and in consideration of the mutual promises, covenants, obligations, and benefits hereinafter set forth, the Parties agree as follows: ARTICLE I DEFINITIONS: APPROVAL OF AGREEMENTS Definitions. Capitalized terms used but not defined in this Agreement (including the exhibits hereto) shall have the meanings given to them in the Service and Assessment Plan Update. Affirmation of Recitals. The matters set forth in the Recitals of this Agreement are true and correct and are incorporated in this Agreement as official findings of the City Council. ARTICLE II AGREEMENT OF MAJORITY LANDOWNER A. Majority Landowner ratifies, confirms, accepts, agrees to, and approves: (i) the creation of the District, the boundaries of the District, the boundaries of Improvement Area #3, and the boundaries of the Assessed Property; Page 2 1920.020\276173.5 (ii) the location and construction of the Authorized Improvements, including specifically the Improvement Area #3 Funded Improvements; (iii) the determinations and findings of special benefit to the Assessed Property made by the City Council in the Assessment Ordinance and Service and Assessment Plan Update; and (iv) the Assessment Ordinance and the Service and Assessment Plan Update. B. Majority Landowner consents, acknowledges, accepts, and agrees: (i) to the Assessments levied against the Assessed Property, including specifically each lot or parcel within Improvement Area #3, as shown on the Assessment Roll; (ii) that the Improvement Area #3 Funded Improvements confer a special benefit on the Assessed Property within Improvement Area #3 in an amount that exceeds the Assessments against such Assessed Property as shown on the Assessment Roll; (iii) that the Assessments against the Assessed Property are conclusive and binding upon the Majority Landowner and its successors and assigns; (iv) to pay the Assessments against the Assessed Property owned by the Majority Landowner when due and in the amounts stated in the Assessment Ordinance, Service and Assessment Plan Update, and Assessment Roll; (v) that each Assessment or reassessment against the Assessed Property, with interest, the expense of collection, and reasonable attorney's fees, if incurred, is a first and prior lien against such Assessed Property, superior to all other liens except liens for state, county, school district, or municipal ad valorem taxes, and is a personal liability of and charge against the owner of such Assessed Property regardless of whether the owner is named; (vi) that the Assessment liens on the Assessed Property are liens and covenants that run with the land and are effective from the date of the Assessment Ordinance and continue until the Assessments are paid in full and may be enforced by the governing body of the City in the same mamier that ad valorem tax liens against real property may be enforced; (vii) that delinquent installments of Assessments against the Assessed Property shall incur and accrue interest, penalties, and attorney's fees as provided in the PID Act; (viii) that the owner of an Assessed Property may pay at any time the entire Assessment Page 3 1920.020\276173.5 against the Assessed Property, with interest that has accrued on the Assessment to the date of such payment; (ix) that Annual Installments may be adjusted, decreased, and extended and that owners of the Assessed Property shall be obligated to pay such Annual Installments as adjusted, decreased, or extended, when due and without the necessity of further action, assessments, or reassessments by the City Council; (x) that the Majority Landowner has received, or hereby waives, all notices required by State law (including, but not limited to the PID Act) in connection with the creation of the District and the adoption and approval by the City Council of the Assessment Ordinance, the Service and Assessment Plan Update, and the Assessment Roll; and (xi) that if any Minority Landowner should object to the payment of any Assessment against Assessed Property owned by the Minority Landowner, the Majority Landowner shall cooperate fully with the City in responding to such objection including, but not limited to: (1) reimbursing the City for third -party costs and expenses paid or incurred by the City (including legal fees) in responding to the objection; or, (2) at the election of the City, payment in frill of the Assessment that is the subject of the Minority Landowner objection. C. Majority Landowner hereby waives: (i) any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing the District, defining the Assessed Property, adopting the Assessment Ordinance, Service and Assessment Plan Update, and Assessment Roll, levying of the Assessments, and determining the amount of the Annual Installments of the Assessments; (ii) any and all notices and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the approval of the Assessment Ordinance, Service and Assessment Plan Update, and Assessment Roll and regarding the levying of the Assessments and determining the amount of the Annual Installments of the Assessments; (iii) any and all defects, irregularities, illegalities or deficiencies related to the recording of the Assessment Ordinance and the Service and Assessment Plan Update later than the seventh day after the date the City Council approved the Assessment Ordinance and the Service and Assessment Plan Update as required by Section 372.013(c) of the PID Act; Page 4 1920.020\276173.5 (iv) any and all actions and defenses against the adoption or amendment of the Assessment Ordinance, Service and Assessment Plan Update, and Assessment Roll; (v) any and all actions and defenses against the City's finding of "special benefit" pursuant to the RID Act and as set forth in the Service and Assessment Plan Update and the levying of the Assessments and determining the amount of the Annual Installments of the Assessments; and (vi) any right to object to the legality of the Assessment Ordinance, Service and Assessment Plan Update, Assessment Roll, or Assessments or to any proceedings connected therewith. D. Majority Landowner represents and warrants: (i) that it was the 100% landowner of the Assessed Property within Improvement Area #3 on September 27, 2022 and that it had the opportunity to speak at the public hearing on the levy of Assessments against the Assessed Property within Improvement Area #3; and (ii) that the Minority Landowners have: 1. acknowledged that they have contracted to purchase real property located within the boundaries of the District; 2. acknowledged that the City Council will levy special assessments against the real property to finance public improvements authorized by the PID Act and described in Resolution No. 4686-09-2016 that created the District and the Service and Assessment Plan Update approved by the Assessment Ordinance; 3. intentionally and unconditionally consented to, approved and acknowledged the creation of the District and the levy of the Assessments against the Assessed Property for the Authorized Improvements, including specifically the Improvement Area #3 Funded Improvements (as defined in the Reimbursement Agreement); 4. acknowledged and agreed to provide to all purchasers of real property from the Minority Landowners that occur in calendar 2023 notice in the form and manner required by the Texas Property Code, as amended, including specifically Section 5.014, 5.0141, 5.0142 and 5.0143; and Page 5 1920.020\276173.5 5. waived or will waive any and all defects, irregularities, illegalities or deficiencies related to the recording of the Assessment Ordinance and the Service and Assessment Plan Update later than the seventh day after the date the City Council approved the Assessment Ordinance and the Service and Assessment Plan Update as required by Section 372.013(c) of the PID Act; and 6. agreed to provide to all purchasers of residential real property from the Minority Landowners the notice required by Section 5.014 of the Texas Property Code, as amended; and (iii) that the Minority Landowners have received all notices required by Section 5.014 of the Texas Property Code, as amended; and E. The Majority Landowner agrees to provide to future purchasers of the Assessed Property the notice required by Section 5.014 of the Texas Property Code, as amended. ARTICLE IV MISCELLANEOUS A. Notices. Any notice or other communication (a "Notice") required or contemplated by this Agreement shall be given at the addresses set forth below. Notices shall be in writing and shall be deemed given: (i) five business days after being deposited in the United States Mail, Registered or Certified Mail, Return Receipt Requested; or (ii) when delivered by a nationally recognized private delivery service (e.g., FedEx or UPS) with evidence of delivery signed by any person at the delivery address. Each Party may change its address by written notice to the other Parties in accordance with this section. Majority Landowner Quail Valley Devco II, LLC c/o Republic Property Group, Inc. Attn: Jim Henry 400 S. Record Street, Suite 1200 Dallas, TX 75202 - 1I Page 6 1920.020\276173.5 City Quail Valley Devco VLO, LLC c/o Republic Property Group, Inc. Attn: Jim Henry 400 S. Record Street, Suite 1200 Dallas, TX 75202 With a copy to: Shupe Ventura, PLLC Attn: Misty Ventura 9406 Biscayne Blvd. Dallas, TX 75218 City of Fort Worth Attn: Denis McElroy, Assistant City Attorney 200 Texas Street Fort Worth, Texas 76102 With a copy to: T11131l McCall, Parkhurst & Horton, L.L.P. Attn: Jeff Leuschel 717 North Harwood, Suite 900 Dallas, Texas 75201 Kelly Hart & Hallman LLP Attn: Jonathan Cranz 201 Main Street, Suite 2500 Fort Worth, Texas, 76107 B. Parties in Interest. The holders of PID Bonds are express beneficiaries of this Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the Parties. This Agreement may be recorded in the Real Property Records of Parker County, Texas, and Tarrant County, Texas C. Amendments. This Agreement may be amended only by a written instrument executed by all the Parties. No termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the then -current owners of the Land. Page 7 1920.020\276173.5 D. Estoppels. Within 10 days after written request from any Party, the other Parties shall provide a written certification indicating whether this Agreement remains in effect as to an Assessed Property and whether any Party is then in default hereunder. E. Termination. This Agreement shall terminate as to each Assessed Property upon payment in frill of the Assessment against the Assessed Property. F. 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. G. No Boycott of Israel. To the extent this Improvement Area #3 Majority Landowner 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 Majority Landowner 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 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. H. 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/does/sudan-list.pdf, https:Hcomptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. Page 8 1920.020\276173.5 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. I. No Discrimination Against Fossil Fuel Companies. To the extent this Improvement Area #3 Majority Landowner 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 majority -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 Majority Landowner 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. (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 Page 9 1920.020\276173.5 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 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." J. 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 Page 10 1920.020\276173.5 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. K. Affiliate. As used in this Improvement Area #3 Majority Landowner 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. [Signature Pages Follow] Page 11 1920.020\276173.5 CITY OF FORT WORTH, TEXAS By: 1,4 )JAM Name: �DM6L d4( Title: fl5s+, Qi ATTEST: .1 _ r���� Title: City Secretary APPROVED AS TO FORM: Name: l 111cS Title: Assistant City Attorney City Signature Page Improvement Area #3 Majority Landowner Agreement Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) OFFICIAL RECORD CITY SECRETARY FT, (NORTH, TX 1920.020\276171.5 QUAIL VALLEY DEVCO III, LLC, A Texas limited liability company By: RPG QVR. HN "RAWAN Title: QUAIL VALLEY DEVCO VLO, LLC, A Texas limited liability company Developer Signature Page Improvement Area #3 Majority Landowner Agreement Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) 1920.020\276173.5 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2023-1033027 Date Filed: 06/12/2023 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Quail Valley Devco III, LLC Dallas, TX United States 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 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 Landowner 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 :IWand my date of birth is Z My address is y� CO (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in1 FJ�� County, State of TG�(g S on the )f day of —, 20_Z3 (month) (year) ignatur o u orized agent o contractin business entity (Declarant) Forms provided by Texas Ethics Commission www.ethic .st .tx.us \ J Version V:3.5.1.a18ea2ca CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 2023-1033029 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: 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 Landowner 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 LINSWORN DECLARATION p My name is e 4 and my date of birth is y'Z /6 "1 My address is goo . � T • 1 Lam, �a 1 {GCS —vr, , -rs—zoZ- +—K 1 " (street) (city) (state) (zip code) (country) I declare under penalty perjury that the foregoing is true and correct. ��'off Executed in ,, Y 16� County, State of - C—e4Wls on the ) Zty of ���' , 20 z3. (month) (year) (gnatur of kthorized agent of contracts usij entity (Declarant) Forms provided by Texas Ethics Commission www.ethics st Ce.tx.us 1 a/'ersion V3.5.1.a18ea2ca City of Fort Worth, Mayor ant Texas Council Communication DATE: 05/09/23 M&C FILE NUMBER: M&C 23-0381 LOG NAME: 13QUAIL VALLEYM/ALSH 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 350feet 5feet 78 139 $974.48 $1,163.47 55 feet 60 feet 105 115 88 $1,178.24 $1,343.60 $1,600.51 Town70feet 140 J$974.48 4-pack Home 36 $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 bv: Reginald Zeno 8517 Originating Business Unit Head: Reginald Zeno 8517 Additional Information Contact: Alex Laufer 2268