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HomeMy WebLinkAboutContract 60573CSC No. 60573 VEALE RANCH DEVELOPMENT MASTER REIMBURSEMENT AGREEMENT This Veale Ranch Master Reimbursement Agreement (this "Agreement") is entered into by and among the City of Fort Worth, Texas (the "City"); Board of Directors of Tax Increment Reinvestment Zone Number Sixteen, City of Fort Worth, Texas (the "Board"); and PB Ventana 1, LLC, a Texas limited liability company, PMB I20 Land LP, a Texas limited partnership, PMB Rolling V South Land LP, a Texas limited partnership, PMB RVS Dev Co LLC, a Texas limited liability company, PMB SWFW Dev Co LLC, a Texas limited liability company, PMB Team Ranch Devco LLC, a Texas limited liability company, PMB Veale Land Investors I LP, a Texas limited partnership, PMB Ventana Developer LLC, a Texas limited liability company, PMB Ventana Developer South LLC, a Texas limited liability company, PMB Ventana SFR LP, a Texas limited partnership, and TRT Land Investors LLC, a Delaware limited liability company (collectively, the "Original Owners") to be effective as of December 1, 2023 ("Effective Date"). The City, the TIRZ, and the Original Owners are referred to herein collectively as the "Parties." RECITALS: WHEREAS, the City and the Original Owners are parties to that certain Veale Ranch Development Agreement (the "Development Agreement") concerning approximately 5,200 acres located, as of the effective date of the Development Agreement, in Parker and Tarrant Counties, and within the corporate limits and extraterritorial jurisdiction of the City (the "Propertv"), the same being recorded with the Fort Worth City Secretary as City Secretary Contract Number 59003, as it current exists or may be amended from time -to -time; and WHEREAS, the Original Owners together with Wal-Mart Stores East, L.P. (collectively, the "Petitioners") are, as of the date hereof, the owners of all of the Property; and WHEREAS, pursuant to Section 3.1 of the Development Agreement: (1) the Petitioners submitted a petition for the creation of a public improvement district over the Property, the filing of which was accepted by the City as reflected in Resolution 5766-06-2023, calling a public hearing on August 8, 2023 (the "PID Creation Hearing"); and (2) on August 8, 2023, following the publication and mailing of notice of the PID Creation Hearing in conformity with Chapter 372 of the Texas Local Government Code (the "PID Act"), the City conducted the PID Creation Hearing and adopted Resolution No. 5782-08-2023 (the "PID Creation Resolution") creating the Fort Worth Public Improvement District No. 22 (Veale Ranch) (the "District"), which PID Creation Resolution was filed with the Tarrant and Parker County Clerks within seven days following the adoption thereof, and WHEREAS, pursuant to Section 4.1 of the Development Agreement: (1) the Petitioners submitted a petition for the creation of a tax increment reinvestment zone over the Property, the filing of which was accepted by the City on August 22, 2023 pursuant to Resolution No. 5787-08- 2023, calling a public hearing on September 12, 2023 (the "TIRZ Creation Hearing"), and (2) on September 12, 2023, following the publication of notice of the TIRZ Creation Hearing in conformity with Chapter 311 of the Texas Property Tax Code (the "TIRZ Act"), the City conducted the TIRZ Creation Hearing and adopted Ordinance No. 26420-09-2023 (the "TIRZ Creation Ordinance") creating the Tax Increment Reinvestment Zone Number Sixteen, City of Fort Worth, Texas (the "Zone"); and OFFICIAL RECORD 013857.000001\4865-4406-2596.v5 CITY SECRETARY FT. WORTH, TX WHEREAS, Section 5 of the Development Agreement provides that the Parties will enter into a Master Reimbursement Agreement that will set forth the terms, in conformity with the Development Agreement, pursuant to which the Original Owners and/or their assignees will be reimbursed for the construction of certain public infrastructure from revenues generated by the District and the Zone; and WHEREAS, the Development Agreement provides that the Property will be developed in phases, and a special assessment may be levied on all or a portion of each Improvement Area pursuant to a corresponding assessment ordinance in accordance with the PID Act; and WHEREAS, the TIRZ Revenues collected throughout the Zone will be deposited into one or more separate TIRZ Funds, which will be used in accordance with this Agreement; and WHEREAS, the Parties agree that this Agreement (i) is being entered into in satisfaction of Section 5 of the Development Agreement, and (ii) constitutes a "reimbursement agreement" authorized by Section 372.023(d)(1) of the PID Act; AGREEMENT: NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein, and for such other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: Section 1 DEFINITIONS 1.01 Definitions. (a) Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: (i) "Additional Interest" means the 0.50% additional interest charged on the Assessments pursuant to Section 372.018(a) of the PID Act. (ii) "Administrative Expenses" means all expenses incurred by the City in the administration and operation of the District. (iii) "Agreement" shall have the meaning set forth in the Preamble. (iv) "Annual Installments" shall have the meaning set forth in Section 3.01(b). (v) "Assessment" means a special assessment levied by the City on property within the District pursuant to the PID Act and the applicable Assessment Ordinance to pay for a portion of the Authorized Improvements as requested by the Developers of the Improvement Areas. 013857.000001 A865-4406-2596.v5 (vi) "Assessment Ordinance" means an ordinance adopted by the City Council that authorizes Assessments to be levied on a portion of the Property in accordance with the RID Act, the purpose of which shall be to pay for a specific portion of the costs of the Authorized Improvements and interest thereon as set forth in the Service and Assessment Plan, as well as the costs associated with the issuance of the PID Bonds, Administrative Expenses, and other costs authorized under the PID Act associated with such portion of the Property, as applicable. (vii) "Assessment Reimbursement Fund" shall have the meaning set forth in Section 3.02. (viii) "Assi2nee(s)" means a party to whom an Original Owner has assigned any of its rights and obligations under this Agreement as to a portion of the Property in accordance with the applicable provisions of the Development Agreement. Such Assignee may also be an Owner and/or Developer. (ix) "Authorized Improvements" means all facilities authorized to be funded under the RID Act and which are constructed or otherwise funded to serve and develop the Property, as more fully described in Section 372.003(b) 1-10 and 12 (but specifically excluding Section 372.003 (b) 11, 13, and 15) of the PID Act, as generally described in Exhibit "A" and as more specifically described in each IARA. Such improvements will be considered Authorized Improvements only to the extent they benefit the Property. (x) "Authorized Improvements Costs" means the actual costs of design, engineering, project management, construction, construction management, acquisition, and inspection costs of the Authorized Improvements, and any other costs related in any manner to the Authorized Improvements that may be reimbursed or otherwise funded under the PID Act, including the costs of creating the District and issuing the PID Bonds, all to the maximum extent allowed under the PID Act and in accordance with Exhibits A and A-1 (unless specifically excluded in Exhibit "A", A-1, or any IARA). (xi) "Authorized Improvements Maximum Reimbursement Amount" has the meaning set forth in Section 6.01(a)(iv). (xii) "Authorized Improvements Outstandinl? Reimbursement Amount" has the meaning set forth in Section 6.01(a)(iv). (xiii) "Board" has the meaning set forth in the Preamble. (xiv) "Bond Ordinance" means an ordinance adopted by the City Council that authorizes and approves the issuance and sale of a series of PID Bonds by the City. 3 013857.000001 A865-4406-2596.v5 (xv) `Budgeted Costs" with respect to any given Public Improvement means the then estimated Public Improvements Cost, as supported by an Engineer's Report, and those costs set forth in Exhibit A. (xvi) "City" shall have the meaning set forth in the Preamble. (xvii) "Completion of Construction" means that (i) the construction of the applicable Public Improvements, or a portion thereof, serving all or any portion of the Property has been substantially completed; and (ii) the City has issued an acceptance of such Public Improvements. (xviii) "Cost Overruns" means the actual Public Improvements Costs that are more than the Budgeted Costs. (xix) "Developer" means each of the Original Owners and any authorized Assignee to whom the Original Owner has assigned any rights and obligations relative to the construction of Public Improvements to serve its Property and who proceeds with the construction of Public Improvements to serve an Improvement Area and constructs (or causes to be constructed) Public Improvements for which the City is to reimburse all or a portion of the cost thereof from PID Bonds, Assessments and/or the TIRZ Fund. (xx) "Development Agreement" shall have the meaning set forth in the Recital. (xxi) "Developer Continuing Disclosure Agreement" means any continuing disclosure agreement of a Developer executed contemporaneously with the issuance and sale of PID Bonds. (xxii) "District" shall have the meaning set forth in the Recitals. (xxiii) "End Buver" means the owner of a fully improved and platted Lot or Parcel within the Property upon which structures or improvements have been constructed. (xxiv) "Engineer's Report" means a final, stamped engineer's opinion of costs, prepared by a licensed professional engineer that describes the Public Improvements for the Property or by Improvement Area including (i) Budgeted Costs for the Public Improvements, and (ii) maps and diagrams showing the location of the Public Improvements identified in association with the Budgeted Costs. (xxv) "Estimated Build Out Value" means the fair market value of a developed Lot or Parcel, including all improvements to be constructed thereon, as estimated at the time the applicable Assessments are levied. (xxvi) "Event of Default" has the meaning set forth in Section 10. 013857.000001 A865-4406-2596.v5 (xxvii) "Improvement Account" shall have the meaning set forth in Section 4.02(a). (xxviii) "Improvement Account of the Project Fund" see "Improvement Account." (xxix) "Improvement Area" means a phase or phases of the Property developed, or to be developed, by a Developer, which phase(s) are similarly benefited by certain Public Improvements and may or may not be subjected to (or proposed to be subject to) Assessments. (xxx) "Improvement Area Authorized Improvements Maximum Reimbursement Amount" has the meaning set forth in each Improvement Area Reimbursement Agreement. (xxxi) "Improvement Area Reimbursement Agreement" or "IARA" has the meaning set forth in Section 2.02. (xxxii) "Indenture" means a trust indenture by and between the City and a trustee bank under which a series of PID Bonds are secured and funds disbursed. (xxxiii) "Inflation Rate" shall have the meaning set forth in 6.01(a)(iii). (xxxiv) "Lot" means a parcel of land in a plat within the Property developed for single-family residential use for which the Authorized Improvements have been constructed and a final plat has been recorded. (xxxv) "Original Owners" has the meaning set forth in the Preamble. (xxxvi) "Parcel" means a tract of land within the Property developed for any purpose other than single-family residential purposes for which the Public Improvements have been constructed and a final plat has been recorded. (xxxvii) "Parties" has the meaning set forth in the Preamble. (xxxviii) "Petitioners" has the meaning set forth in the Recitals. (xxxix) "PID Act" has the meaning set forth in the Recitals. (xl) "PID Administrator" means a company, entity, employee, or designee of the City, who is experienced in public improvement districts and assessment administration and who shall have the responsibilities provided in the Service and Assessment Plan, or any other agreement or document approved by the City, related to the duties and responsibilities for the administration of the District. R 013857.000001 A865-4406-2596.v5 (xli) "PID Bonds" means the bonds issued pursuant to the provisions of the PID Act in one or more series to fund Authorized Improvements Costs or to reimburse the Developer for Authorized Improvements Costs. (xlii) "PID Creation Hearing" has the meaning set forth in the Recitals. (xliii) "PID Creation Resolution" has the meaning set forth in the Recitals. (xliv) "PMB Cl" means PMB Capital Investments, LLC, a Texas limited liability company. (xlv) "Pronertv" has the meaning set forth in the Recitals. (xlvi) "Public Improvements" means all public water, sewer, drainage, and roadway infrastructure and other Public Improvements necessary to serve the Property, including, but not limited to, all Authorized Improvements, as defined herein, and all TIRZ Improvements, as defined herein. (xlvii) "Public Improvements Cost" means the actual costs of design, engineering, project management, construction, construction management, acquisition, and inspection costs of the Public Improvements, and any other costs related in any manner to the Public Improvements, which may be reimbursed or otherwise funded under the RID Act or TIRZ Act, all to the maximum extent allowed under the PID Act or TIRZ Act and pursuant to the terms of this Agreement. (xlviii) "Service and Assessment Plan" or "SAP" means a plan(s) to be adopted by the City Council, and amended at least annually by the City Council pursuant to the PID Act, for the purpose of assessing allocated costs against property located within the boundaries of the District to finance the Authorized Improvements and having terms, provisions, and findings approved by the City Council, and consistent with the PID Act and the terms of this Agreement. (xlix) "Surplus TIRZ Revenue" means the TIRZ Revenue generated from a Lot or Parcel in excess of the amount designated in the Service and Assessment Plan and applicable Reimbursement Agreement to offset or pay a portion of the annual payment of the Assessment on such Lot or Parcel. (1) "TIRZ Act" shall have the meaning set forth in the Recitals. (li) "TIRZ Administrative Costs" means all costs related to the City's administration of the Zone, including, but not limited to, the costs of professional services (including for planning, engineering, Zone consulting, Zone administration, and legal services) paid by or on behalf of the City, organizational costs (including the costs of conducting 6 013857.000001 A865-4406-2596.v5 studies, publicizing the Zone, and implementing the TIRZ Project and Finance Plan) paid by or on behalf of the City. (lii) "TIRZ Creation Hearinl?" has the meaning set forth in the Recitals. (liii) "TIRZ Creation Ordinance" has the meaning assigned to it in the Recitals. (liv) "TIRZ Fund" means the fund(s) set up by the City to receive the TIRZ Revenue in accordance with state law. (IV) "TIRZ Improvements" means all Authorized Improvements including those that, would be eligible but for the Texas Local Government Code Chapter 372.003 limitation on timing of commencement of construction. Such examples include per acre charges, capacity charges or other public improvements which are already constructed or under construction as of the Effective Date. (lvi) "TIRZ Improvements Costs" means the actual costs of design, engineering, project management, construction, construction management, acquisition, and inspection costs of the TIRZ Improvements, and any other costs related in any manner to the TIRZ Improvements which may be reimbursed or otherwise funded under the TIRZ Act. (lvii) "TIRZ Proiect and Finance Plan" or "PFP" means the final project and finance plan for the TIRZ, adopted the TIRZ Board and approved by the City, as amended from time -to -time, consistent with the terms of this Agreement. (lviii) "TIRZ Revenue" means the portion of the City's and Counties' ad valorem tax revenue pledged to be paid into the TIRZ Fund pursuant to the TIRZ Ordinance and the TIRZ Project and Finance Plan. (lix) "Zone" has the meaning set forth in the Recitals. (b) Capitalized terms not otherwise defined herein will have the meaning assigned to them in the Development Agreement. Section 2 REIMBURSEMENT FOR PUBLIC IMPROVEMENT COSTS 2.01 Reimbursement of Authorized Improvements. This Agreement sets forth the general terms with respect to the reimbursement of the Budgeted Costs of (i) Authorized Improvements, and (ii) TIRZ Improvements. The specific terms of any such reimbursement, including any waiver or variance to the terms of this Agreement or the Development Agreement mutually agreed to by the Parties, will be set forth in each IARA. 7 013857.000001 A865-4406-2596.v5 2.02 Improvement Area Reimbursement Aueement. (a) At least sixty (60) calendar days prior to the completion of construction of any Authorized Improvements or TIRZ Improvements benefiting an Improvement Area, Developer must submit to the City a complete and accurate Improvement Area Reimbursement Agreement in substantially the same form attached hereto as Exhibit "B" (each, an "Improvement Area Reimbursement Agreement" or "IARA"), including any applicable exhibits, with such modifications or amendments as may be mutually agreed to by the Parties. If the Parties do not enter into the IARA prior to the Completion of Construction, then the provision of Section 2.05 of this Agreement will be in effect. (b) The City Manager (or that person's authorize designee) will recommend and the City Council and TIRZ Board will consider approval of each IARA within sixty (60) calendar days after receiving a complete and accurate IARA; provided, however, that if the sixtieth (60t') day falls on a date when no regularly -scheduled City Council meeting or TIRZ Board meeting exists, then the deadline will be extended to the next regularly -scheduled meeting(s). Recognizing that a delay in executing a fully negotiated IARA may result in the Parties defaulting to the terms of this Agreement for reimbursement of Authorized Improvements and TIRZ Improvements, both the City and Developer will negotiate any IARA in good faith during the sixty-day timeframe set forth in this section. Failure to negotiate and execute the IARA in good faith will be considered a default under this Agreement. (c) The Parties may agree to extend any deadlines set forth herein for additional thirty (30) calendar day periods upon mutual written agreement. 2.03 Application of PID Bond Proceeds, Assessment Revenues, and TIRZ Revenues. (a) The Authorized Improvements set forth in an IARA will be reimbursed (a) if PID Bonds have been issued, from the applicable Improvement Account, (b) if PID Bonds have not been issued, from the applicable Assessment Reimbursement Fund, and (c) from the applicable TIRZ Fund; provided, however, that funds on deposit in the TIRZ Fund may only be used to reimburse for TIRZ Improvements Costs. For the avoidance of doubt, TIRZ Improvements Cost include all Authorized Improvements Costs. (b) The TIRZ Improvements set forth in an Improvement Area Reimbursement Agreement shall be reimbursable from the applicable TIRZ Fund, subject to the terms of this Agreement, the Development Agreement, the TIRZ Project and Finance Plan, and the applicable Improvement Area Reimbursement Agreement. (c) Funds in an Assessment Reimbursement Fund or Improvement Account shall only be used to reimburse the Developer for Authorized Improvements actually benefitting the associated Improvement Area, as set forth in the applicable Service and Assessment Plan, and shall not be used to reimburse for any TIRZ Improvements. 2.04 The Reimbursement Amount. 8 013857.000001 A865-4406-2596.v5 The reimbursement amounts outstanding under this Agreement for Authorized Improvements and TIRZ Improvements across the entire District/Zone are described Section 6 below. 2.05 Failure to Enter into an Improvement Area Reimbursement Agreement. Subject to Section 2.02, in the event the Parties fail to timely enter into an IARA for an Improvement Area, the provisions of this Agreement will apply to such Improvement Area, and the Parties will use best efforts to work together to interpret this Agreement as governing the specific terms of reimbursement, which will be limited to reimbursement for Authorized Improvements and TIRZ Improvements. In no event will any Authorized Improvements be financed from the proceeds of PID Bonds if in the opinion of the City's Bond Counsel such improvements are ineligible for reimbursement from such bonds pursuant to the applicable laws of the State of Texas or the United States of America. The Parties understand that the TIRZ Improvements may still be reimbursed with TIRZ Funds. 2.06 Reimbursement Obligation. Notwithstanding that an Original Owner or its Assignee may not be the owner or Developer of the property within an Improvement Area at the time of the development thereof, the right to be reimbursed hereunder shall remain with such Original Owner or its Assignee unless specifically assigned in accordance with the terms of this Agreement and the Development Agreement. 2.07 Interest. (a) During any period in which reimbursement is occurring incrementally from Assessment Revenue deposited to the Assessment Reimbursement Fund, the annual installments of the Assessments will include interest calculated at: (i) for a period of five (5) years beginning on in the year of the initial levy, five percent (5%) above the highest average index rate for tax exempt bonds reported in a daily or weekly bond index approved by the governing body and reported in the month before the date the obligation was incurred; and (ii) after the period described in (i), two percent (2%) above the bond index rate described above. Such interest shall be payable to the Developer in addition to reimbursement for such Authorized Improvements. (b) Following the issuance of PID Bonds, the interest rate paid on the unpaid and outstanding principal amount of each Improvement Area Authorized Improvements shall be equal to the aggregate true interest cost of the initial series of PID Bonds issued for such Authorized Improvements. No interest shall accrue to any portion of the Improvement Area Authorized Improvements attributable to Authorized Improvements which have not been completed. TIRZ Improvements shall bear interest at the same rate as Authorized Improvements until paid. Notwithstanding the foregoing, in no event shall the interest rate so calculated exceed the maximum rate permitted by Chapter 1204, Texas Government Code. 2.08 Compliance with Other Applicable Agreements REIMBURSEMENT UNDER THIS AGREEMENT IS SUBJECT TO COMPLIANCE BY THE ORIGINAL OWNER OR DEVELOPER OR THEIR RESPECTIVE ASSIGNEE(S) WITH THE TERMS OF THIS AGREEMENT AND THE DEVELOPMENT AGREEMENT AS 9 013857.000001 A865-4406-2596.v5 SUCH TERMS RELATE TO THE IMPROVEMENT AREA FOR WHICH REIMBURSEMENT IS BEING SOUGHT; PROVIDED, HOWEVER, THAT THE CITY'S OBLIGATION TO REIMBURSE THE ORIGINAL OWNER, DEVELOPER OR THEIR RESPECTIVE ASSIGNEES UNDER THIS AGREEMENT FOR THE AUTHORIZED IMPROVEMENTS SERVING THE PARTICULAR IMPROVEMENT AREA THAT IS THE SUBJECT OF THIS AGREEMENT SHALL BE ABATED, IF A PARTY TO THIS AGREEMENT FAILS TO COMPLETE CONSTRUCTION OF THE AUTHORIZED IMPROVEMENTS WITHIN ANOTHER IMPROVEMENT AREA AND SUCH FAILURE RENDERS IMPRACTICABLE OR INEFFECTUAL THE USE OF THE AUTHORIZED IMPROVEMENTS THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT. SUCH ABATEMENT SHALL CONTINUE UNTIL THE AUTHORIZED IMPROVEMENTS THAT ARE THE SUBJECT OF THIS AGREEMENT CAN BE EFFECTIVELY UTILIZED. Section 3 LEVY OF ASSESSMENTS 3.01 Levy (a) In conjunction with the development of an Improvement Area, the applicable Developer must propose to the City the Assessments to be levied on the Lots and Parcels to be developed within such Improvement Area consistent with the provisions of this Section 3. Such Assessments will be used to (i) amortize any PID Bonds to be sold by the City to reimburse the Developer for the Authorized Improvements serving the Improvement Area, and/or (ii) reimburse the Developer for the Authorized Improvements. ANY ASSESSMENTS TO BE LEVIED ON A LOT MUST BE LEVIED PRIOR TO SUCH LOT BEING SOLD TO AN END BUYER. (b) The Assessment to be levied on a Lot or Parcel within an Improvement Area must be proposed by the applicable Developer and calculated so that (i) the total overlapping ad valorem tax rate for all taxing entities overlapping the Improvement Area, plus (ii) the projected average annual Assessment for a Parcel or Lot within such Improvement Area, does not exceed the amount that would be collected by an equivalent ad valorem tax rate of $3.15 per $100 valuation (after application of the TIRZ Funds) on the Estimated Build Out Value of each Parcel or Lot being assessed to amortize such PID Bonds ("Annual Installment"). Such rate limit for each Improvement Area, as determined at the time of the levy of the Assessments, applies on an individual assessed Lot or Parcel basis, as will be set forth in the Service and Assessment Plan. (c) The levy and collection of Assessments on an Improvement Area will not begin until such Improvement Area has been fully annexed into the corporate limits of the City. (d) The City will not levy any new Assessments on any portion of the Property after the fiftieth (501h) anniversary of the levy of the first Assessments on the Property. (e) Assessments by Improvement Area will be levied for a term as requested by the Developer, provided however, that the term of an Assessment will not exceed thirty (30) years, unless otherwise agreed by the City and a Developer. (f) The Developer will ensure that no land owned by the City will be subject to 10 013857.000001 A865-4406-2596.v5 Assessments. (g) In the event the Assessments levied do not fully reimburse the Developer for all of the Authorized Improvements serving such Improvement Area, then the portion that is not reimbursed will be reimbursed from available TIRZ Funds in accordance with Section 5.01 hereof. (h) Before or concurrently with the levy of Assessments on any portion of the Property, a Landowner Consent Certificate in the form attached as Exhibit "C" to the Development Agreement will be executed by all owners of property within such portion of the Property. (i) Annual installments of Assessments ("Annual Installments") will be billed and collected by the City (or by any 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. 3.02 Assessment Reimbursement Fund. (a) In the event that the City adopts one or more Assessment Ordinances levying Assessments in an Improvement Area without immediately issuing PID Bonds secured by such Assessments, the City hereby undertakes to establish a fund corresponding to each such Assessment Ordinance, to be segregated from all other City funds, into which the City shall deposit Assessment revenues corresponding to such Improvement Area (each, an "Assessment Reimbursement Fund"). In such event, until PID Bonds secured by such Assessments are issued, the City shall bill, collect and deposit into the Assessment Reimbursement Fund all Assessment revenues consisting of. (1) revenue collected from the payment of such Assessments (including prepayments and amounts received from the foreclosure of liens but excluding administration costs and expenses related to collection); and (2) revenue collected from the payment of Annual Installments (as defined below) of such Assessments, but excluding (3) any revenue allocable to Administrative Expenses or collection costs. Funds in the Assessment Reimbursement Fund will only be used to pay all or any portion of the Authorized Improvements Outstanding Reimbursement Amount in accordance with this Agreement. Payments shall be made to the Developer twice per year: once during the month of March and once during the month of September. After issuance and delivery of PID Bonds secured by such Assessments, Section 4.02 hereof will govern the collection, deposit, and use of such Assessments. Section 4 PID BONDS 4.01 Conditions to the Issuance of PID Bonds. (a) Subject to the terms and conditions set forth below, the City intends to issue PID Bonds in one or more series (each to coincide with a Developer's development of one or more Improvement Areas) to reimburse the Developer for the Authorized Improvements constructed and which benefit the Property. The Authorized Improvements to be constructed and funded in connection with the PID Bonds are generally described in Exhibit "A" and will be described in greater detail in any IARA, which may be amended from time -to -time to reflect actual Authorized Improvements that benefit the Property and the Budgeted Costs thereof. The net proceeds from the sale of each series of PID Bonds (i.e., net of costs and expenses of issuance of each series of PID Bonds and amounts for debt service reserves, capitalized interest, and other deposits 11 013857.000001 A865-4406-2596.v5 authorized under each respective Indenture) will be used to reimburse the Developer for or acquire the Authorized Improvements. In addition, net proceeds of a series of PID Bonds may, as determined in the City's sole discretion, be used to provide advance payment for Authorized Improvements that constitute regionally significant infrastructure, including, but not limited to large water or sewer trunklines or facilities, major thoroughfares, and major bridges. (b) The following conditions apply to the City's sale of any series of PID Bonds: (i) Consistent with commercially reasonable efforts, and acting on the advice of its financial advisors, the City shall sell the PID Bonds promptly after (i) a Developer's Completion of Construction of the Authorized Improvements to serve an Improvement Area, (ii) the City Council's adoption of any and all necessary Assessment Ordinances, and (iii) the City Council's adoption of an ordinance authorizing the sale and issuance of the PID Bonds, provided, however, that an applicable Developer may request the City to issue the PID Bonds at a later date. Notwithstanding the preceding, (A) if the Authorized Improvements are "regional" in nature (e.g., large water or sewer trunklines or facilities, major thoroughfares, bridges etc.), the City, in its sole discretion, may sell RID Bonds secured by Assessments levied on such benefitted Property even though the Authorized Improvements have not been constructed and (B) in no event will PID Bonds be sold if the true interest cost of the series of PID Bonds proposed to be sold exceeds the maximum amount allowed under Texas law. (ii) The total value to lien ratio of each series of PID Bonds is at least 3:1 at the time of the issuance of PID Bonds for each Improvement Area, which values shall be confirmed by an appraisal from a licensed MAI appraiser at the time the RID Bonds are sold (based upon the projected appraised value of the Parcels or Lots after issuance of the PID Bonds and development with the proceeds thereof), unless approved otherwise by the City. In making its determination, City will consider input from its bond underwriter, PID Administrator, bond counsel, and financial advisors as to the marketability of PID Bonds with a proposed value to lien ratio of less than 3:1. (iii) The issue of PID Bonds may contain up to two (2) years of capitalized interest as long as the inclusion of such capitalized interest does not cause the interest paid on the PID Bonds to be taxable to their holders and the funding of capitalized interest complies with State law. (iv) The debt service schedule for a series of PID Bonds will be level, meaning that, over the term of each series of PID Bonds, the maximum combination of principal and interest due each year over the life of the PID Bonds will not vary more than ten percent (10%) between the maximum annual debt service payment and the minimum annual debt service payment. (v) The PID Bonds may, if agreed to by the bond underwriter and the City in consultation with its financial advisors, bond counsel, and PID 12 013857.000001 A865-4406-2596.v5 Administrator, include a provision reducing the Debt Service Reserve Fund for such PID Bonds to as little as 50% of the average remaining annual debt service upon the City attaining certain thresholds of collection rates. (vi) Each series of PID Bonds will have a term as requested by the applicable Developer, provided, however that the term of any series of bonds will not be longer than thirty (30) years from their date of initial delivery, unless otherwise agreed by the City and the Developer. (vii) No Event of Default by a Developer that will be reimbursed from the PID Bonds to be issued has occurred and has not been cured, or no such event has occurred which but for Notice, the lapse of time, or both, would constitute an Event of Default by such Developer pursuant to this Agreement. (viii) The Developer that will be reimbursed from the PID Bonds to be issued must be current on all taxes, assessments, fees and other monetary obligations to the City, including, without limitation, payment of Assessments and must be current on all non -monetary obligations that such Developer may have with respect to any outstanding series of PID Bonds. (ix) No outstanding PID Bonds that were issued to reimburse the applicable Developer are in default and no reserve funds for such outstanding PID Bonds have been drawn upon that have not been replenished. (x) The City's Engineer determines that the Authorized Improvements Costs related to the Authorized Improvements to be funded with the proceeds of PID Bonds shown in the Engineer's Report, as updated and amended, are reasonable. (xi) The City has determined that there will be no material impact on the City's creditworthiness, bond rating, access to or cost of capital and that the PID Bonds are structured and marketed appropriately, meet all regulatory and legal requirements and are marketable under financially reasonable terms and conditions. (xii) No information regarding the City, including without limitation financial information, shall be included in any offering document relating to PID Bonds without the City's prior written consent. Such right does not release the City from the obligation to provide the information normally contained in the offering documents for PID Bonds regarding the issuer. (xiii) Prior to the adoption of any Bond Ordinance, the Developer will fund or cause the funding of the Authorized Improvements financed by the PID Bonds to the extent that the Authorized Improvements have not already been completed and paid for by the Developer and, to the extent the PID Bonds are insufficient to fund such Authorized Improvements, the Developer will deposit funds in escrow with the trustee under the Indenture 13 013857.000001 A865-4406-2596.v5 for the applicable PID Bonds or provide evidence of other financial security acceptable to the City in its sole discretion necessary to complete the applicable Authorized Improvements. (xiv) The Developer agrees to provide periodic information and notices of certain events regarding the Developer and the Developer's development of the Property within the District in accordance with Securities and Exchange Commission Rule 15c2-12 and any Developer Continuing Disclosure Agreement and to execute commercially reasonable continuing disclosure agreements with regard to each series of PID Bonds from which the Developer will receive reimbursement. (xv) The City will not levy Assessments for the respective construction phases until the Developer has submitted to the City preliminary engineering plans for the Authorized Improvements to be financed by the PID Bonds or Assessments and such plans have been approved by the City's Engineer. (xvi) In the event a series of PID Bonds is issued by the City, the installment payments on Assessments used to amortize such PID Bonds will bear interest at the rate the PID Bonds are issued. (xvii) The City will have sole discretion in (i) selecting the PID Bonds financing team, (ii) determining the method of sale and investor suitability, (iii) establishing the PID Bonds structure and continuing disclosure requirements, and (iv) determining the creation of accounts, the flow of funds, and all other covenants, duties, and liabilities under any Indenture. (xviii) No PID Bonds will be sold unless it is the recommendation of the City's financial advisors that such sale is feasible and prudent. (c) Disclosure Information. Prior to the City's issuance of any series of PID Bonds, the Developer will provide all relevant information, including financial information, regarding the Developer, the specific Improvement Areas for which each series of PID Bonds are to be issued, and the development overall that is reasonably necessary as determined by the underwriter(s) in consultation with the City, its financial advisors, bond counsel, and PID Administrator in order to provide potential bond investors with a true, accurate, and complete offering document for any PID Bonds. The Developer agrees, represents, and warrants that any information provided by the Developer for inclusion in an offering or disclosure document for an issue of PID Bonds will not contain any untrue statement of a material fact or omit any statement of material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Developer further agrees that it will provide a certification to such effect as of the date of the closing of any PID Bonds. (d) Developer Completion Source. Prior to the adoption of a Bond Ordinance approving a series of PID Bonds issued to fund the construction of Authorized Improvements that have not already been constructed by the Developer or to the extent monies have not been expended by the Developer or builders in an amount sufficient to, with the proceeds of the PID Bonds, fund the applicable Authorized Improvements related to such PID Bonds, the Developer 14 013857.000001 A865-4406-2596.v5 will furnish suitable assurances of sources of funding as described in Section 4.01(b)(xiii) of this Agreement. If the Authorized Improvements within the applicable phase(s) of the Property have already been constructed or sufficient monies expended and the applicable series of PID Bonds is intended to acquire the Authorized Improvements for that phase that have already been constructed, then the Developer will not be required to furnish suitable assurances of sources of funding as provided in this paragraph and Section 4.01(b)(xiii) of this Agreement. (e) Tax Certificate. If, in connection with the issuance of the PID Bonds, the City is required to deliver a certificate as to tax exemption (a "Tax Certificate") to satisfy requirements of the PID Act, the Developer will provide, or cause to be provided, such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The Developer represents that such facts and estimates will be based on its reasonable expectations as of the date of issuance of the PID Bonds and will be, to the best of the knowledge of the officers of the Developer providing such facts and estimates, true, correct and complete as of such date. To the extent that it exercises control or direction over the use or investment of the proceeds of the PID Bond, including, but not limited to, the use of the Authorized Improvements, the Developer further agrees that it will not knowingly make, or permit to be made, any use or investment of such funds that would cause any of the covenants or agreements of the City contained in a Tax Certificate to be violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable on the RID Bonds for federal income tax purposes. 4.02 PID Improvement Account. (a) On the date of the closing of any PID Bonds, the City will establish an improvement account of the project fund (each, an "Improvement Account") in accordance with the applicable Indenture. The City shall deposit a portion of the proceeds of such PID Bonds and any other funds authorized or required by the applicable Indenture into such Improvement Account. Any Improvement Account shall be maintained as provided in the Indenture and shall not be commingled with any other funds of the City. Any Improvement Account shall be administered and controlled (including signatory authority) by the City, or the trustee bank for the PID Bonds, and funds in the Improvement Account shall be deposited and disbursed in accordance with the terms of the Indenture. Funds in any Improvement Account will only be used in accordance with the applicable Indenture. (b) If PID Bonds are issued, notwithstanding Section 3.02 hereof, the City will bill, collect and deposit all Assessment revenues securing such PID Bonds in the manner and in the amounts set forth in the applicable Indenture. (c) Upon the issuance of any PID Bonds, an Original Owner or Assignee shall be entitled to receive funds pursuant to the flow of funds provisions of the applicable Indenture, and the right of any Original Owner or Assignee to receive payments each year directly from any Assessments securing such PID Bonds, if applicable, shall (i) be subordinate to the deposits required to provide for the security for and payment of such PID Bonds and any administrative costs of funds related to such PID Bonds under the applicable Indenture, and (ii) exclude revenues from the portion of Assessments levied to pay Administrative Expenses and Additional Interest. A Developer shall not be relieved of its duty to construct or cause to be constructed such 15 013857.000001 A865-4406-2596.v5 Authorized Improvements pursuant to the terms of the Development Agreement even if there are insufficient funds in an Improvement Account to pay the Authorized Improvements Costs. (d) If funds remain in the applicable Improvement Account after the completion and full payment of all Authorized Improvements as provided for in such Indenture, then such remaining funds shall, to the extent permitted by law, be used by the City to reimburse an Original Owner or its Assignee for any portion of the other Authorized Improvements Costs reimbursable under the PID Act and paid by a Developer; provided, however, that, if all Authorized Improvements Costs for such Improvement Area have been paid, then such remaining funds will be utilized in the manner set forth in the applicable Indenture. (e) In the event of any conflict between the terms of this Agreement, the Development Agreement, an Improvement Area Reimbursement Agreement, and the terms of the proceedings authorizing the issuance of PID Bonds, including the applicable Indenture, the terms of the proceedings authorizing the issuance of PID Bonds shall control. Section 5 TIRZ REVENUES 5.01 TIRZ Fund. (a) TIRZ Revenues shall be deposited into one or more TIRZ funds (each, a "TIRZ Fund") and used to (i) first, pay all TIRZ Administrative Costs and (ii) then, offset the Assessments allocable to the Lot or Parcel from which such TIRZ Revenue is attributable in order to achieve the targeted net Annual Installment proposed by the Developer and approved by City Council through the SAP. In the event the TIRZ Revenue from a Lot or Parcel exceeds the amount allocated in the applicable SAP to offset the targeted net Annual Installment thereon, the surplus TIRZ Revenue (the "Surplus TIRZ Revenue") will be retained in the TIRZ Fund and applied in accordance with Section 5.01(c). (b) The collection of the City's TIRZ Revenue will not be triggered until the corresponding Lot or Parcel is (i) annexed into the corporate limits of the City and made subject to taxation by the City, and (ii) Completion of Construction of the Authorized Improvements serving such Lot or Parcel has occurred. (c) TIRZ Revenue generated by the City and each County, if any, shall be paid into the TIRZ Fund and will be applied in a manner consistent with all applicable laws and City policies, the TIRZ Project and Finance Plan, and the SAP. Subject to 5.01(a), the TIRZ Revenues will be applied in accordance with the following order of priorities: (i) First, all of the TIRZ Revenue generated from an individual Lot or Parcel that is allocated to offset or pay a portion of the Annual Installment in any given year on such Lot or Parcel shall be used to pay such Assessments for the full term of the Assessments, in accordance with Section 5.01(a) above; (ii) Second, to any Economic Development Agreements related to projects located on the Property; 16 013857.000001 A865-4406-2596.v5 (iii) Third, towards the reimbursement of any Original Owner or Assignee for monies already expended for any TIRZ Improvements that serve a regional area, e.g., bridges, major thoroughfares, arterial roadways, water and sewer trunklines exceeding 8" in diameter; (iv) Fourth, towards the reimbursement of any Original Owner or Assignee for any TIRZ Improvements for which Completion of Construction has occurred and for which Assessments have not yet been or will not be levied; (v) Fifth, towards the reimbursement of any Original Owner or Assignee for monies already expended for any other TIRZ Improvements; (vi) Sixth, for the amortization of bonds, if any, to be issued by the City to fund construction of TIRZ Improvements; (vii) Seventh, any other available TIRZ Revenue not allocated per items (i) through (vi) above (or waived permanently or for a given period by an Original Owner or its Assignee) may be used to fund any economic development initiatives agreed to by the City and applicable County, for the purpose of incentivizing the development of the Property, to the extent such projects are included in the TIRZ Project and Finance Plan; (viii) Eighth, at the expiration of the term of the TIRZ, any monies then remaining in the TIRZ Fund shall be used to reimburse any of the Original Owners or Assignees for then -owed money for any TIRZ Improvements, which monies shall be applied on a first -in -first -out basis until all of such monies are distributed. In order to receive these funds, an accounting of funds expended by any Original Owner or Assignee shall be provided to the City in writing before any consideration of a reimbursement may be paid; and (ix) Ninth, following the disbursements made pursuant to 5.01(c)(viii) above, any funds collected and obligated (by contract or otherwise) but not disbursed will remain in the TIRZ Fund until all such projects have been fully completed and TIRZ funded debt instruments and other obligations, including all outstanding Assessments, have been fully retired. Any funds not otherwise obligated, by contract or otherwise, at the expiration of the TIRZ will be distributed back to the participating entities pursuant to applicable law. (d) Provided funds are available to distribute, payments will be made no less often than twice per year: once during the month of March and once during the month of September. (e) Notwithstanding anything to the contrary, in the event any certificates of obligation or other City debt is issued to finance any Authorized Improvements and backed by TIRZ Revenue as a planned repayment source, the repayment obligation will be given the highest priority over any unpledged TIRZ Revenue at the time of debt issuance, and the priority of payment set forth above will only be applicable after all debt service obligations (including funding or replenishing of any required reserve fund) have been met for that period; provided, however, that the issuance 17 013857.000001 A865-4406-2596.v5 of debt secured by TIRZ Revenues shall be at the sole, legislative discretion of City and is subject to the provisions of the Development Agreement and this Agreement. The terms of any proceedings authorizing the issuance of debt secured by TIRZ Revenues will control over this Agreement and the Development Agreement. Section 6 COSTS OF PUBLIC IMPROVEMENTS 6.01 Estimated Costs. (a) The following is set forth pursuant to Section 5.1(c) of the Development Agreement. (i) As of the date hereof, the estimated Budgeted Costs of the Authorized Improvements are $800,570,000.00. These costs are reflected in greater detail on the budget attached hereto as Exhibit "A-1". (ii) As of the date hereof, the estimated Budgeted Costs of the TIRZ Improvements are $812,500,000.00. These costs are reflected in greater detail on the budget attached hereto as Exhibit "A-2". (iii) The Budgeted Costs set forth in clauses (i) and (ii), will bear simple interest at a rate of 6.7% annually (the "Inflation Rate"), which amount is intended to reasonably reflect the expected rate of inflation applicable to the costs of the Authorized Improvements and TIRZ Improvements during the term of this Agreement. The Inflation Rate will commence to accrue on March 8, 2023 and cease to accrue on the date of Completion of Construction for the Authorized Improvements and TIRZ Improvements for that particular Improvement Area for that portion of the Authorized Improvements Outstanding Reimbursement Amount for which an Improvement Area Reimbursement Agreement is entered into. (iv) The Budgeted Costs of the Authorized Improvements set forth in clause (i) as adjusted pursuant to clause (iii) shall be the maximum reimbursable amount for the Authorized Improvements (the "Authorized Improvements Maximum Reimbursement Amount"). In the event actual documented eligible costs are less than the Authorized Improvements Maximum Reimbursement Amount, then reimbursements will be limited to actual costs. The Authorized Improvements Maximum Reimbursement Amount shall be reduced by the "Authorized Improvement Costs for each Improvement Area", as set forth in each Improvement Area Reimbursement Agreement, with such reduced amount being referred to herein as the "Authorized Improvements Outstanding Reimbursement Amount." (v) The Budgeted Costs of the TIRZ Improvements set forth in clause (ii) as adjusted pursuant to clause (iii) reflects the Parties' best estimates of the costs of all TIRZ Improvements in the Zone as of the date hereof. This is limited to the availability of TIRZ Revenues. 18 013857.000001 A865-4406-2596.v5 (b) The City makes no representations or warranties as to the sufficiency of the Assessment or TIRZ Revenues to satisfy the reimbursable amounts hereunder. Section 7 LIMITED OBLIGATIONS THE OBLIGATIONS OF THE CITY UNDER THIS AGREEMENT, THE DEVELOPMENT AGREEMENT AND ANY IMPROVEMENT AREA REIMBURSEMENT AGREEMENT SHALL NOT, UNDER ANY CIRCUMSTANCES, GIVE RISE TO OR CREATE A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY OR A DEBT OR OTHER OBLIGATION OF THE CITY PAYABLE FROM ANY SOURCE OTHER THAN THE APPLICABLE ASSESSMENT REIMBURSEMENT FUND, IMPROVEMENT ACCOUNT OR TIRZ FUND. Unless approved by the City, no other City funds, revenues, taxes or income of any kind shall be used to pay: (1) the Authorized Improvements Costs; (2) TIRZ Improvement Costs; (3) any other reimbursable amount hereunder; or (4) debt service on any Bonds, notwithstanding, in each case, that such amounts are not paid in full on or before the Maturity Date. 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 DEVELOPER OR ANY OTHER PARTY IN THEIR INDIVIDUAL CAPACITIES BY REASON OF THIS AGREEMENT OR THEIR ACTS OR OMISSIONS UNDER THIS AGREEMENT, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT COMMITTED BY ANY SUCH PARTIES. Section 8 AUDIT 8.01 Citv Audit of Developer/Original Owner Records. (a) The City shall have the right, no less often than once every fiscal year, but no later than September 30 of any such fiscal year, to review the records of the Developer and the Original Owners (or their Assignees), in order to enable the City to maintain a list of (i) the Authorized Improvements and TIRZ Improvements constructed or to be constructed on the Property, (ii) the party to whom reimbursement payments under this Agreement or an Improvement Area Reimbursement Agreement are owed, (iii) the final reimbursable costs of any completed Authorized Improvements and/or TIRZ Improvements, and (iv) the source of payment from which reimbursements are to be paid. (b) A Developer and Original Owners (or their Assignees), as applicable, shall make their records available to the City during normal business hours and upon reasonable advance notice. (c) In the event the City disputes any of the determinations made by a Developer or Original Owner based upon the records made available to the City pursuant to Section 8.01(a) above, the City shall provide written notice of such disagreement to PMB CI within ninety (90) days after its completion of its review of such records. 19 013857.000001 A865-4406-2596.v5 (d) This provision is included in this Agreement pursuant to Section 5.1(f) of the Development Agreement. 8.02 Developer Audit of Citv Records. (a) No less often than once every fiscal year, but no later than September 30 of any given fiscal year, PMB Cl shall review the records of the City maintained in accordance with Section 8.01(a) above. (b) The City shall make its records available to PMB Cl during normal business hours and upon reasonable advance notice. (c) In the event PMB Cl disputes any of the determinations made by the City pursuant to its records made available to PMB CI pursuant to Section 8.02(a) above, PMB CI shall provide written notice of such disagreement within ninety (90) days after its completion of its review of such records. (d) In the event PMB Cl assigns responsibility for development for any portion of the Property to another Developer, PMB Cl shall ensure that such Developer complies with the provisions of this Section 8. (e) This provision is included in this Agreement pursuant to Section 5.1(g) of the Development Agreement. Section 9 WAIVER OF RIGHTS TO ADDITIONAL SPECIAL DISTRICTS The Original Owners acknowledge that Sections 3.1(f) and 4.1(h) of the Development Agreement and, in furtherance thereof, agree to file, or cause to be filed, with the Board of Directors of the Veale Ranch Municipal Management District No. 1 ("MMD"), within ninety (90) days after the City executes this Agreement, a petition for the dissolution of the MMD, pursuant to Subchapter I of Chapter 3994 of the Texas Special District Local Laws Code. The dissolution of the MMD shall be a condition to the City's performance under this Agreement. In addition, the Developer hereby relinquishes any and all rights to apply for and create a municipal utility district, a municipal management district or any other special district under the Texas Special District Local Laws Code over all or any portion of the Property, and to the extent that an Original Owner has submitted an application to create any special district over all or any portion of the Property, then such Original Owner shall, within five (5) business days of the date hereof, withdraw such application. Section 10 EVENTS OF DEFAULT 10.01 Events of Default. No party shall be in default under this Agreement until notice of the alleged failure of such Party to perform, the nature of which is reasonably detailed, has been given in writing as provided in Section 11.04; however, that the Party receiving such notice must commence curing such 0411 013857.000001 A865-4406-2596.v5 alleged failure no later than 30 days from the date of notice and thereafter diligently and continuously pursues performance until the alleged failure has been cured. 10.02 Original Owner Default. (a) Each of the following events shall be an "Event of Default" by an Original Owner or its Assignee under this Agreement. (i) An Original Owner or its Assignee is in Default pursuant to Section 14.2 of the Development Agreement; (ii) An Original Owner, Developer, or their Assignee is in default under the terms of an IARA; and (iii) Such Party fails to comply in any material respect with any term, provision, or covenant of this Agreement, the Development Agreement, or an Improvement Area Reimbursement Agreement, and does not cure such default in accordance with Section 10.01. 10.03 Citv/Board Default. (a) Each of the following events shall be an "Event of Default" by the City and Board under this Agreement: (i) So long as the applicable Party has complied with the terms and provisions of this Agreement and is not in default under Section 10.02(a), the City or Board fails to pay to such Party any monetary sum hereby required of it as and when the same become due and payable and does not cure such default in accordance with Section 10.01; (ii) The City is in default pursuant to Section 14.3 of the Development Agreement; (iii) The City or Board is in default under the terms of an IARA; and (iv) The City or Board, as applicable, fails to comply in any material respect with any term, provision, or covenant of this Agreement, the Development Agreement, or an IARA other than the payment of money, and does not cure such default in accordance with Section 10.01. 10.04 Remedies. IF A PARTY IS IN DEFAULT, THE AGGRIEVED PARTY MAY, AT ITS OPTION AND WITHOUT PREJUDICE TO ANY OTHER RIGHT OR REMEDY UNDER THIS AGREEMENT, SEEK ANY RELIEF AVAILABLE AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, AN ACTION UNDER THE UNIFORM DECLARATORY JUDGMENT ACT, SPECIFIC PERFORMANCE, MANDAMUS, AND INJUNCTIVE RELIEF. 21 013857.000001 A865-4406-2596.v5 NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL: (a) Entitle the aggrieved Party to terminate this Agreement, the Development Agreement or any IARA, unless specifically provided in such agreement. (b) Entitle the aggrieved Party to suspend performance under this Agreement, other than the City's obligation to make reimbursement payments for a specific Improvement Area only (except as otherwise set forth in Section 2.08), unless the portion of the Property for which performance is suspended is the subject of the default (for example, the City shall not be entitled to suspend its performance with regard to the development of "Tract X" by "Owner A" based on the grounds that Owner A is in default with respect to any other tract or that Owner `B" is in default). 10.05 No Liabilitv for Actions of Others. Except as expressly set forth in this Agreement: (i) the liabilities, obligations and responsibilities of each Original Owner, its authorized Assignee, under this Agreement are several, and not joint; and (ii) no Original Owner or its Assignee, of any portion of the Property will be in default under this Agreement or otherwise liable or responsible for any default which is not caused by such Original Owner or by any person acting by, through or under such Original Owner or Assignee. Section 11 MISCELLANEOUS 11.01 Conflict. In the event of any conflict between the terms of this Agreement, the IARA, the Development Agreement, the SAP, the PFP, and the terms of the proceedings authorizing the issuance of PID Bonds, the conflicting provisions will be construed to the extent possible to give effect to each. Except where otherwise expressly stated in this Agreement, in the event such conflicting provisions cannot be reconciled to give all such provisions effect, then the order or priority set forth below will govern: (a) The terms of the proceedings authorizing the issuance of PID Bonds, including the applicable indenture, governs over everything else. (b) As it pertains to the Zone, the PFP governs over the IARA. (c) As it pertain to the District, the SAP governs over the IARA. (d) Any conflict between the PFP and the SAP will be governed by the specific funds at issue. Meaning, if the conflict involves TIRZ Revenues, then the PFP controls; however, if the conflict involves the use of District funds, then the SAP controls. (d) The IARA governs over this Agreement. 22 013857.000001 A865-4406-2596.v5 (e) This Agreement governs over Development Agreement. 11.02 Assignment. (a) This Agreement is binding upon and inures to the benefit of the Original Owners and their Assignees. The Original Owners or their Assignee may assign their obligations, rights, or covenants without the prior written consent of, but upon Notice to, the City and Board, as provided in Section 11.04. (b) Each assignment must be in writing and executed by the Original Owner and the Assignee and obligate the Assignee to be bound by this Agreement to the extent rights and obligations under this Agreement are being assigned. Such assignment will not be effective until Notice thereof is provided to the City in accordance with Section 11.04. No assignment by an Original Owner will release such Party from any liability that resulted from an act or omission by such Party that occurred prior to the effective date of the assignment, unless the City and Board approve the release in writing. From and after such assignment, the City and Board agree to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that such Assignor will be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations. (c) Encumbrance by Original Owner and Assignee. Each Original Owner and its Assignee has the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of its rights, title, or interest under this Agreement for the benefit of its lenders without the consent of, but with written Notice to, the City and Board. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance does not, however, obligate any lender to perform any obligations or incur any liability under this Agreement unless the lender agrees in writing to perform such obligations or incur such liability. Provided the City and Board have been given a copy of the documents creating the lender's interest, including Notice information for the lender, then that lender has the right, but not the obligation, to cure any default under this Agreement and be given a reasonable time to do so in addition to the cure periods otherwise provided to the defaulting Party by this Agreement; and the City and Board agree to accept a reasonable cure, offered by the lender as if offered by the defaulting Party. A lender is not a party to this Agreement unless this Agreement is amended, with the consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement will continue to bind the Property and survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial or non judicial. Any purchaser from or successor Owner through a lender of any portion of the Property will be bound by this Agreement and will not be entitled to the rights and benefits of this Agreement with respect to the acquired portion of the Property until all defaults under this Agreement solely with respect to the acquired portion of the Property have been cured. (d) Assignees as Parties. An Assignee authorized in accordance with this Agreement will be considered a "Party" for the purposes of this Agreement, but only to the extent of the rights obligations and benefits assigned. With the exception of an End Buyer, any person or entity, upon becoming an owner of land within the Property or upon obtaining an ownership interest in any part of the Property, will be deemed to be a "Developer" of such Property and have all of the obligations of a Developer as set forth in this Agreement and all related documents to the extent of said 23 013857.000001 A865-4406-2596.v5 ownership or ownership interest, but such Developer will not be entitled to any reimbursements for any Public Improvements, unless such right has been assigned as provided herein. 11.03 Term. This Agreement terminates upon the termination of the Zone or the District, whichever occurs later. 11.04 Notices. (a) Any notice, submittal, payment, or instrument required or permitted by this Agreement to be given or delivered to any Party shall be deemed to have been received when personally delivered or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, and addressed as follows: To the City: City of Fort Worth, Texas Attn: City Manager 200 Texas Street Fort Worth, Texas 76102 With a copy to: City of Fort Worth Attn: City Attorney 200 Texas Street Fort Worth Texas, 76102 To the TIRZ: Board of Directors Veale Ranch TIF Attn: Director, Economic Development Department 200 Texas Street Fort Worth, Texas 76102 With a copy to To PB Ventana 1 LLC: To PMB I20 Land LP City of Fort Worth Attn: City Attorney 200 Texas Street Fort Worth Texas, 76102 PB Ventana 1, LLC 4001 Maple Avenue Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com PMB I20 Land LP 4001 Maple Avenue 24 013857.000001 A865-4406-2596.v5 To PMB Rolling V South Land LP To PMB RVS Dev Co LLC: To PMB SWFW Dev Co LLC: To PMB Team Ranch Devco LLC To PMB Veale Land Investors 1 LP: Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com PMB Rolling V South Land LP 4001 Maple Avenue Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com PMB RVS Dev Co LLC 4001 Maple Avenue Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com PMB SWFW Dev Co LLC 4001 Maple Avenue Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com PMB Team Ranch Devco LLC 4001 Maple Avenue Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com PMB Veale Land Investors 1 LP 4001 Maple Avenue Suite 270 Dallas, Texas 75219 25 013857.000001 A865-4406-2596.v5 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com To PMB Ventana Developer LLC: PMB Ventana Developer LLC 4001 Maple Avenue Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com To PMB Ventana Developer South LLC: PMB Ventana Developer South LLC 4001 Maple Avenue Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com To PMB Ventana SFR LP: PMB Ventana SFR LP 4001 Maple Avenue Suite 270 Dallas, Texas 75219 (214) 954-7039 Attn: Mr. Taylor Baird Email: Taylor@PMBinv.com To TRT Land Investors, LLC: TRT Land Investors, LLC 4001 Maple Avenue Dallas, Texas 75219 (214) 954-7039 Attn: General Counsel Email: pjorge@trtholdings.com (b) Any Party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other Party. 11.05 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over 26 013857.000001 A865-4406-2596.v5 the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 11.06 Captions. The captions used in connection with the paragraphs of this Agreement are for convenience only and shall not be deemed to construe or limit the meaning of the language contained in this Agreement or used as interpreting the meanings and provisions hereof. 11.07 Parties at Interest. This Agreement shall be for the sole and exclusive benefit of the Parties and shall never be construed to confer any benefit on any third party. This Agreement shall be binding upon each party, its successors and assigns. 11.08 Severabilitv. This Agreement shall not be modified or amended except as provided herein. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the Parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 11.09 Applicable Law; Venue. This Agreement is entered into pursuant to and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in the county in which the subject property is located. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. 11.10 Non -Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except in writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 11.11 Authoritv; Enforceabilitv. The City represents and warrants that this Agreement has been approved by appropriate official action and that the individual executing this Agreement on behalf of the City has been and 27 013857.000001 A865-4406-2596.v5 is duly authorized to do so. Each Original Owner executing this Agreement represents and warrants that this Agreement has been approved by appropriate action of such party, and that each individual executing this Agreement on behalf of such party has been and is duly authorized to do so. Each party to this Agreement respectively acknowledges and agrees that this Agreement is binding upon such party and is enforceable against such party, in accordance with its terms and conditions and to the extent permitted by law. 11.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. 11.13 City Council Exercise of Legislative Discretion. Notwithstanding any other provisions hereof, nothing in this Agreement shall be construed as a contractual obligation that controls, waives or supplements the City Council's legislative discretion relative to the subject matter herein. 11.14 Amendment. This Agreement shall not be modified or amended except in writing signed by the Parties hereto. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 11.15 Compliance with Laws The Parties agrees that, in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations. 11.16 ForceMajeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance. However, in the event a Party is unable, due to Force Majeure, to perform its obligations under this Agreement, then the obligations affected by the Force Majeure shall be temporarily suspended. Within thirty (30) days after the occurrence of a Force Majeure, the Party claiming the right to temporarily suspend its performance shall give Notice to all Parties, including a detailed explanation of the Force Majeure and a description of the action that will be taken to remedy the Force Majeure and resume full performance at the earliest possible time. As used herein, "Force Majeure" means, and shall include without limitation, acts of God; strikes; lockouts; or other industrial disturbances; acts of a public enemy; acts or orders of any kind of the Government of the United States or the State of Texas, or any civil or military authority; insurrection; riots; epidemics; pandemics; quarantine; viral outbreaks; landslides; lightning; 28 013857.000001 A865-4406-2596.v5 earthquake; fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines, or canals; partial or entire failure of water supply; or other acts, events, causes, or circumstances not within the reasonable control of the Party claiming such inability and that could not have been avoided by such Party with the exercise of good faith, due diligence, and reasonable care. 11.17 Governmental Immunity. To the extent permitted by law, City does not waive or surrender any of its governmental powers, immunities or rights except as necessary to allow Developer to enforce its remedies under this Agreement, which includes the Developer's ability to assert that this Agreement is for the provision of goods and services, as provided in Texas Local Government Code, Section 271.151. 11.18 No Bovcottof Israel. Each of the Original Owners hereby verifies that it and its respective affiliates do not boycott Israel and will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to enable the Cities and/or the Board to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable federal law. As used in the foregoing verification, `boycott Israel' 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, and `affiliate' of an Original Owner means any for -profit sole proprietorship, organization, association, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company that owns all or a majority in interest of each Original Owner as well as any wholly- or majority -owned subsidiary of or other entity that controls, is controlled by, or is under common control with an Original Owner and exists to make a profit. 11.19 Iran, Sudan and Foreian Terrorist Organizations. (a) Each of the Original Owners hereby verifies that neither it, nor any parent company, wholly- or majority -owned subsidiary, or other affiliate of such Original Owner 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://comptroller.texas.gov/purchasing/docs/fto-list.pdf. (b) The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable federal law and excludes each Original Owner and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively 29 013857.000001 A865-4406-2596.v5 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. Each of the Original Owners understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Original Owner and exists to make a profit. 11.20 Verification Reaardina Enerav Company Boycotts. (a) Each of the Original Owners 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 Agreement. The foregoing verification is made solely to enable the Cities and/or the Board 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. As used in this Section each of the Original Owners understands `affiliate' to mean an entity that controls, is controlled by, or is under common control with the respective Original Owner and exists to make a profit. (b) Each Original Owner for whom a verification is required of the verifications described by Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, shall provide such verifications in a form acceptable to the Attorney General of the State of Texas. 11.21 Verification Re2ardin2 Discrimination Against Firearm Entitv or Trade Association. (a) Each of the Original Owners hereby verifies that it and its parent company, wholly - or majority -owned subsidiaries, 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 Agreement. The foregoing verification is made solely to enable the Cities and/or the Board to comply with such Section and to the extent such Section does not contravene applicable Federal or Texas law. As used in this Section each of the Original Owners understands `affiliate' to mean an entity that controls, is controlled by, or is under common control with the respective Original Owner and exists to make a profit. (b) As used in the foregoing verification and the following definitions, (i) `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 30 013857.000001 A865-4406-2596.v5 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, (ii) `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 (iii) `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. 31 013857.000001 A865-4406-2596.v5 (c) Each Original Owner for whom a verification is required of the verifications described by Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, shall provide such verifications in a form acceptable to the Attorney General of the State of Texas. 11.22 Notwithstanding anything contained herein, the representations and covenants contained in Section 11.18-11.21 will survive the termination of this Agreement until the statute of limitations has run. 11.23 Electronic Signatures This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 11.24 Headings Not Controlling Headings and titles used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. [Signature Page Follows] 32 013857.000001 A865-4406-2596.v5 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: 4,00vvpan� �%. vtig d dV8 °=0 ATTEST: ��a��b�A454pb L � veaL�aay.�' By:U Jannette Goodall City Secretary CITY OF FORT WORTH, TEXAS bay 8u By. Dana Burghdoff (De , 20231 :48 CST) Name: Dana Burghdoff Title: Assistant City Manager Date: Dec 7, 2023 APPROVED AS TO FORM AND LEGALITY Tyler F. Wallach Assistant City Attorney M&C No. 23-0969 (November 14, 2023) Form 1295s: 2023-1100345; 2023-1100348; 2023-1100351; 2023-1100409; 2023-1100413; 2023-1100416; 2023-1100424; 2023-1100432; 2023-1100436; 2023-1100439; 2023-1100471 STATE OF TEXAS § COUNTY OF TARRANT This instrument was acknowledged before me on the 7th day of December , 2023 by Dana Burghdoff, the Assistant City Manager of the City of Fort Worth, Texas, on behalf of said City. o�gRyp(SELENA ALA , _ Notary Public , (SEAL) * * STATE OF TEXAS `CONotary I.D. 132422528 ' ` 9�OF My Comm. Exp. Mar. 31, 2024 ' Notary Public, State of Texas OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Signature Page to Master Reimbursement Agreement 013857.00000 1\4865-4406-2596.v5 Signature Page to Master Reimbursement Agreement 013857.000001 \4865-4406-2596. 5 BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER SIXTEEN, CITY OF FORT WORTH, TEXAS By: 0- Name: Michael Crain Title: Chair Date: Dec 7, 2023 Board Resolution No. 16-2023-02 (October 18, 2023) STATE OF TEXAS § COUNTY OF TARRANT This instrument was acknowledged before me on the day of , 2023 by , the Chair of the Board of Directors of Tax Increment Reinvestment Zone Number Sixteen, City of Fort Worth, Texas, on behalf thereof. (SEAL) Notary Public, State of Texas Signature Page to Master Reimbursement Agreement 013857.000001 \4865-4406-2596. 5 OWNERS: PB VENTANA 1, LLC, a Texas limited liability company By: PB Ventana Manager, LLC, a Texas limited liability company, its Manager By: Name: K. Taylor Baird Its: Manager PMB I20 LAND LP, a Texas limited partnership By: PMB I20 Land GP LLC, a Texas limited liability company, its General Partner B Y Name: K. Taylor Baird Its: Manager PMB ROLLING V SOUTH LAND LP, a Texas limited partners By: PMB Rolling V South Land GP LLC, a Texas limited liability company, its General Partner B K i�z Saute y: O Name: K. Taylor Baird Its: Manager Signature Page to Master Reimbursement Agreement 013857.000001 \4865-4406-2596. 5 PMB RVS DEVCO LLC, a Texas limited liability company By: PMB RVS Dev Co Manager LLC, a Texas limited liability company, its Manager Y gala Name: K. Taylor Baird Its: Manager PMB SWFW DEV CO LLC, a Texas limited liability company By: PMB SWFW Dev Co Manager LLC, a Texas limited liability company, its Manager B /< ;�z 2� Y: Name: K. Taylor Baird Its: Manager PMB TEAM RANCH DEVCO LLC, a Texas limited liability company By: PMB Team Ranch Manager LLC, a Texas limited liability company, its Manager B y: O Name: K. Taylor Baird Its: Manager Signature Page to Master Reimbursement Agreement 013857.000001 \4865-4406-2596. 5 PMB VEALE LAND INVESTORS 1 LP, a Texas limited partnership By: PMB Veale Land Investors 1 GP LLC, a Texas limited liability company, its General Partner B A'.i� P�Z 8� Y� 4" Name: K. Taylor Baird Its: Manager PMB VENTANA DEVELOPER LLC, a Texas limited liability company By: PB Ventana Manager, LLC, a Texas limited liability company, its Manager By: Name: K. Taylor Baird Its: Manager PMB VENTANA DEVELOPER SOUTH LLC, a Texas limited liability company By: PMB Ventana. Developer LLC, a Texas limited liability company, its Manager By: PB Ventana Manager, LLC, a Texas limited liability company, its Manager By: Name: K. Taylor Baird Its: Manager Signature Page to Master Reimbursement Agreement 0 13857.00000 1 \4865-4406-2596.v5 PMB VENTANA SFR LP, a Texas limited partnership By: PMB Ventana SFR GP LLC, a Texas limited liability company, its General Partner By: Kz . i S"d Name: K. Taylor Baird Its: Manager TRT LAND INVESTORS, LLC a Delaware limited liability company By: P- Name:Paul Jorge Its: Vice President Signature Page to Master Reimbursement Agreement 013857.00000 1\4865-4406-2596.v5 Exhibit "A" Authorized Improvements 1. The Authorized Improvements shall consist of all items defined as Authorized Improvements under Texas Local Government Code Chapter 372.003, except that the following shall not be Authorized Improvements: (a) Water lines having a diameter of 8" or less located in and serving a for sale or rent single family home, cottage home, and townhome residential subdivisions will not be eligible for reimbursement. Oversizing of lines in and serving residential areas must be approved by the City. (b) Sanitary sewer lines with a diameter of 8" or less located in and serving a for sale or rent single family home, cottage home, and townhome residential subdivisions will not be eligible for reimbursement. Oversizing of lines in and serving residential areas must be approved by the City. (c) Local residential streets, as defined by Fort Worth Master Thoroughfare Plan, will not be an Authorized Improvement. 2. Roads. (a) The Budgeted Costs of a road shall include all costs thereof authorized to be funded under the PID Act, including, but not limited to, the acquisition, construction, improvement, widening, narrowing, closing, and re-routing of streets, roadways, bridges, and arterials and the installation of sidewalks, right-of-way landscaping, lighting, monumentation, masonry screening and wayfinding. (b) If a Developer owns the Property on which a street is to be built, then the value of the road right-of-way to be dedicated to the City shall be an Authorized Improvement, subject to reimbursement from the District or Zone based on the fair market value of such Property at the time of dedication, as determined by an independent appraiser mutually agreed upon by the Developer and City. 3. Water Facilities. (a) The Budgeted Costs of water distribution facilities shall include all costs thereof authorized to be funded under the PID Act, including, but not limited to, the acquisition, construction, and improvement of water and reclaimed water supply lines and related facilities and equipment, including master infrastructure lines or facilities, including the Ventana Pump Station, 24" Water Lines and/or Water Main Capacity Charges, if those costs and benefits are allocable to any portion of the Property. (b) If a Developer owns the Property on or under which water infrastructure is to be built, the dedication of an easement or other property right for a water infrastructure will not be subject to reimbursement from the District or Zone. 4. Wastewater Facilities. 013857.000001 \4865-4406-2596.v5 (a) The Budgeted Costs of wastewater facilities shall include all costs thereof authorized to be funded under the PID Act, including, but not limited to, the acquisition, construction, and improvement of sanitary sewer lines, Force Main, Lift Station and related facilities and equipment. (b) Per acre charges and/or previously paid items for any existing or future master infrastructure lines or facilities, including the Ventana Lift Station, Benbrook Interconnect engineering and Force Main, will be eligible Authorized Improvements if those costs and benefits are allocable to any portion of the Property. (c) If a Developer owns the Property on or under which wastewater infrastructure is to be built, the dedication of an easement or other property right for the wastewater infrastructure will not be subject to reimbursement from the District or Zone. 5. Stormwater Facilities. (a) The Budgeted Costs of stormwater facilities shall include all costs thereof authorized to be funded under the PID Act, including, but not limited to, the acquisition, construction, and improvement of stormwater drainage and detention improvements and related facilities and equipment. (b) If a Developer owns the Property on or under which stormwater facilities are to be built, the dedication of an easement or other property right for the stormwater facilities will not be subject to reimbursement from the District or Zone. 6. Landscaping. (a) The Budgeted Costs of landscaping facilities shall include all costs thereof authorized to be funded under the PID Act, including, but not limited to, the planting and maintenance of special supplemental landscaping and the construction and maintenance of supplemental irrigation systems, fountains, ponds, lakes, parks, and open spaces, playgrounds, athletic facilities, pavilions, trails, lighting, and benches. (b) If a Developer owns the Property on which landscaping is to be built, then the value of the land to be dedicated to the City shall be an Authorized Improvement, subject to reimbursement from the District or Zone based on the fair market value of such Property at the time of dedication, as determined by an independent appraiser mutually agreed upon by the Developer and City. 7. Budgeted Costs includes the cost of financing the Authorized Improvements to the maximum extent allowed under the PID Act, including, but not limited to, the cost to issue and sell PID Bonds, including: i. Bond issuance costs ii. Legal and financial costs iii. Credit enhancement costs iv. Costs incurred in the establishment, administration, and operation of the PID v. Debt service reserves 013857.000001 \4865-4406-2596.v5 Budgeted Costs includes, to the maximum extent allowed under the PID Act, the cost to create and administer the District, including (i) City, Developer and Owner consultants, and (ii) all fees paid to the City relative to creation of the District (i.e. the City's $35,000 and $150,000 fees). 9. Authorized Improvement Costs includes all "soft costs," such as engineering costs, construction phase engineering services, construction management costs, public bidding advertising costs, easements, permits, IPRC Engineering Plan Review fees, material testing costs, administrative material testing costs, construction inspection service fees, water lab testing fees, franchise utility relocation costs, and the cost of public notifications. 0 13857.00000 1\4865-4406-2596.v5 Exhibit "A-1" Description and Budgeted Costs of Authorized Improvements AUTHORIZED IMPROVEMENTS - ESTIMATED PROJECT COSTS Description: Costs represent estimates of Authorized Improvements as defined in the Master Reimbursement Agreement based on proposed projects as of this time, with the understanding that additional project costs will be identified in relation to individual improvement areas. Individual Line items are subject to change. SUMMARY A. EXCAVATION $0 B. SANITARY SEWER SYSTEM $0 C. STORM SEWER SYSTEM $57,500,000 D. WATER DISTRIBUTION SYSTEM $0 E. STREET PAVING (RESIDENTIAL) $0 F. STREET PAVING (COLLECTOR/ARTERIAL) $47,500,000 G. RETAINING WALLS $0 H. PUBLIC LANDSCAPING $2,970,000 I. PRIVATE LANDSCAPING / SCREEN WALL / AMENITY $0 H. ENGINEERING & CITY FEES $35,750,000 I. COST OF ISSUANCE (25%) $36,750,000 SUB -TOTAL $180,470,000 CONTINGENCIES: 30% 55,125,000 RESIDENTIAL SUB -TOTAL: $235,595,000 MASTER INFRASTRUCTURE Authorized Improvements A. EXCAVATION $0 B. SANITARY SEWER SYSTEM $23,000,000 C. STORM SEWER SYSTEM $9,500,000 D. WATER DISTRIBUTION SYSTEM $23,850,000 E. STREET PAVING $167,000,000 F. PUBLIC LANDSCAPING $50,000,000 G. WATER AND SEWER PER ACRE CHARGES $11,000,000 H. ENGINEERING & CITY FEES $60,000,000 I. COST OF ISSUANCE (25%) $88,250,000 SUB -TOTAL $432,600,000 CONTINGENCIES: 30% $132, 375,000 MASTER INFRASTRUCTURE SUB -TOTAL: $564,975,000 TOTAL AUTHORIZED IMPROVEMENT COSTS* $800,570,000 *Subject to Inflation Rate adjustment 013857.000001 \4865-4406-2596.v5 Exhibit "A-2" Description and Budgeted Costs of TIRZ Improvements TIRZ IMPROVEMENTS - ESTIMATED PROJECT COSTS Description: Costs represent estimates of TIRZ Improvements as defined in the Master Reimbursement Agreement based on proposed projects as of this time, with the understanding that additional project costs will be identified in relation to individual improvement areas. Individual Line items are subject to change. SUMMARY A. EXCAVATION $0 B. SANITARYSEWER SYSTEM $0 C. STORM SEWER SYSTEM $59,000,000 D. WATER DISTRIBUTION SYSTEM $0 E. STREET PAVING (RESIDENTIAL) $0 F. STREET PAVING (COLLECTOR/ARTERIAL) $49,000,000 G. RETAINING WALLS $0 H. PUBLIC LANDSCAPING $3,000,000 I. PRIVATE LANDSCAPING / SCREEN WALL / AMENITY $0 H. ENGINEERING &CITY FEES $36,000,000 I. COST OF ISSUANCE (25%) $36,750,000 SUB -TOTAL $183,750,000 CONTINGENCIES: 30% $55,125,000 RESIDENTIAL SUB -TOTAL: $238,875,000 INFRASTRUCTURE TIRZ A. EXCAVATION ImprovementsMASTER $0 B. SANITARYSEWER SYSTEM $23,000,000 C. STORM SEWER SYSTEM $11,000,000 D. WATER DISTRIBUTION SYSTEM $24,000,000 E. STREET PAVING $167,000,000 F. PUBLIC LANDSCAPING $50,000,000 G. WATER AND SEWER PER ACRE CHARGES $17,000,000 H. ENGINEERING &CITY FEES $61,000,000 I. COST OF ISSUANCE (25%) $88,250,000 SUB -TOTAL $441, 250, 000 CONTINGENCIES: 30% $132,375,000 MASTER INFRASTRUCTURE SUB -TOTAL: $573,625,000 TOTAL TIRZ IMPROVEMENT COSTS* $812,500,000 *Subject to Inflation Rate adjustment 013857.000001 \4865-4406-2596.v5 Exhibit "B" Form of Improvement Area Reimbursement Agreement VEALE RANCH DEVELOPMENT IMPROVEMENT AREA NUMBER [_] REIMBURSEMENT AGREEMENT This Fort Worth Public Improvement District No. (22) (Veale Ranch) Improvement Area Number [_] Reimbursement Agreement (this "Amement") is entered into by and among the City of Fort Worth, Texas (the "City"); Board of Directors of Tax Increment Reinvestment Zone Number Sixteen, City of Fort Worth, Texas (Veale Ranch TIF) (the "Board")]; [ ] (the "Reimbursee") and [ ] (the "Developer"), to be effective as of the , 2023.1 The City, the TIRZ, and the Developer are referred to herein collectively as the "Parties." RECITALS: WHEREAS, this Agreement is entered into pursuant to the Veale Ranch Development Master Reimbursement Agreement, entered into by the City, the Board, and the Original Owners, the same being recorded with the City of Fort Worth City Secretary as City Secretary Contract ("CSC") Number [ ] (the "Master Reimbursement Agreement"); and WHEREAS, the Master Reimbursement Agreement was entered into pursuant to that certain Development Agreement, which is recorded with the Fort Worth City Secretary as CSC No. 59003 (the "Development Agreement"); and WHEREAS, the Master Reimbursement Agreement requires that, prior to the commencement of construction of Authorized Improvements or TIRZ Improvements in an Improvement Area, the parties, or in the case of the Original Owners, their Assignees, will enter into this Agreement to provide for the reimbursement of the costs associated with such improvements from the proceeds of PID Bonds, Assessment Revenues, and/or TIRZ Revenue; and WHEREAS, the City has previously created the District and the Zone, the Developer is requesting that the City create Improvement Area Number [_] within the District, the boundaries of which are set forth in Exhibit "IV" (the "Improvement Area"); and [WHEREAS, the Original Owners have, pursuant to Section 15 of the Development Agreement, assigned a portion of the Development Agreement [and the right to reimbursement therefrom], to the Developer,] and WHEREAS, this Agreement is a "reimbursement agreement" authorized by Section 372.023(d)(1) of the PID Act; 1 If the Developer and the Reimbursee are the same party, then delete the definition of "Reimbursee" and replace the term "Reimbursee" with "Developer" throughout. M-E 013 857.000001 \4865-4406-2596.v5 AGREEMENT: NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein, and for such other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: Section 1 Capitalized Terms; Incorporation of Master Reimbursement Agreement O Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Master Reimbursement Agreement. Capitalized terms not otherwise defined in the Master Reimbursement Agreement shall have the meanings assigned to such terms in the Development Agreement. (a) Except where explicitly waived or varied herein, all of the terms of the Master Reimbursement Agreement are hereby incorporated herein. The Developer agrees to abide by the provisions thereof to the extent they apply to the subject matter of this Agreement as if it were a party thereto. Section 2 Design and Construction of Public Improvements () The Developer, in accordance with its development schedule as set forth in Schedule A to Exhibit "I", as it may be amended from time -to -time, and the provisions of the Development Agreement, shall cause to be constructed all Authorized Improvements and TIRZ Improvements serving the Improvement Area. (a) The specific Authorized Improvements and TIRZ Improvements to be constructed in the Improvement Area, and the Budgeted Costs therefore, are set forth on Exhibit "I", together with the supporting Engineer's Report(s) attached thereto as Schedule B. The Developer shall pay, or cause to be paid, all costs of the Authorized Improvements and TIRZ Improvements including all costs incurred in connection with obtaining governmental approvals, certificates, permits, easements, rights -of -way, or sites required as a part of the construction of the Authorized Improvements, including, without limitation, any on- site or off -site mitigation costs; and all costs arising in connection with the creation of the District. (b) THE CITY SHALL NOT BE LIABLE TO ANY CONTRACTOR, ENGINEER, ATTORNEY, MATERIALMAN OR OTHER PARTY EMPLOYED OR CONTRACTED WITH IN CONNECTION WITH THE CONSTRUCTION OF THE AUTHORIZED IMPROVEMENTS AND TIRZ IMPROVEMENTS BUT SHALL ONLY BE OBLIGATED TO ACQUIRE AND MAINTAIN SUCH IMPROVEMENTS AND REIMBURSE THE REIMBURSEE IN THE MANNER AND TO THE EXTENT PROVIDED HEREIN. (c) Construction, Ownership, and Transfer of Public Improvements: () Construction Plans. The Developer shall prepare, or cause to be prepared, plans and specifications for each of the Authorized Improvements and TIRZ Improvements and have them submitted to the City for approval in accordance with this Section. The construction plans for the Authorized MW 0 13857.00000 1\4865-4406-2596.v5 Improvements and TIRZ Improvements shall be prepared by a professional engineer or architect licensed in the State of Texas, at Developer's cost. Construction plans shall be in conformity with the City Regulations, and State law related to the construction of horizontal and engineered infrastructure and facilities. Upon receipt of complete construction and/or engineering plans and corresponding fees, the City shall review the submitted construction and/or engineering plans to determine their compliance with applicable City Regulations, State law, this Agreement, and the Development Agreement. In certain cases required by statute, construction plans may be required to be submitted to other local and state agencies for approval. The City shall provide comments to the submitter of the construction plans, plats (including Community Facilities Agreements), permits, Master Studies and Local Studies regarding their compliance, addressing any areas that fail to comply with the City Regulations, State law, this Agreement, or the Development Agreement in accordance with the time periods established by Chapter 212 of the Texas Local Government Code and Section 7.4 of the Development Agreement. (i) Contract Award. The contracts for construction of Authorized Improvements and TIRZ Improvements shall be let in the name of Developer, unless otherwise agreed by the Developer and City. Developer's engineers shall prepare, or cause to be prepared, contract specifications and necessary related documents for the Authorized Improvements and TIRZ Improvements. Developer shall administer all contracts. The Budgeted Costs of Authorized Improvements paid or caused to be paid by Developer shall be reimbursed pursuant to the terms of this Agreement and/or from the TIRZ Fund pursuant to the Master Reimbursement Agreement. (ii) Construction Standards and Inspection. The Authorized Improvements and TIRZ Improvements required for the full development of the Property shall be constructed in phases, and inspected in accordance with the City Regulations. All generally applicable fees established by the City Council, including permit fees and inspection fees, shall be paid by Developer. (iii) Competitive Bidding. This Agreement and construction of the Authorized Improvements are anticipated to be exempt from competitive bidding pursuant to Texas Local Government Code, Sections 252.022(a)(9) and 252.022(a)(11), based upon current cost estimates. In the event that the actual costs for the Authorized Improvements do not meet the parameters for exemption from the competitive bid requirement, then either competitive bidding or alternative delivery methods may be utilized as allowed by law and City ordinances. Construction of the TIRZ Improvements is exempt from competitive bidding. If the City participates in the cost of the Authorized Improvements and TIRZ Improvements, such as when oversizing the Public Improvements, competitive bidding may be necessary if required by State law. Im 0 13857.00000 1\4865-4406-2596.v5 (iv) Public Improvement Convevance. All Authorized Improvements and TIRZ Improvements shall be conveyed to the City free and clear of all liens. At the time of conveyance, the Developer shall deliver to the City releases from the contractors, subcontractors, and suppliers of materials who have provided labor and materials for the Authorized Improvements and TIRZ Improvements showing they have been paid for such labor and materials. (v) Bonds. Developer shall provide the City with an adequate financial guarantee for all Authorized Improvements and TIRZ Improvements in accordance with City Regulations and Developer's contractors shall provide the City with payment, performance and maintenance bonds for all Public Improvements as required by the City Regulations. To the extent costs for bonds are for Authorized Improvements and/or TIRZ Improvements, such costs shall be considered Authorized Improvements and/or TIRZ Improvements eligible for reimbursement. To the extent bond costs are for City oversizing, such costs shall be the responsibility of the City. (vi) Ownership. All of the Authorized Improvements and TIRZ Improvements will be owned by the City upon acceptance of them by the City. Developer will dedicate land related to the Authorized Improvements and/or TIRZ Improvements to the City by plat or separate instrument in accordance with the City's standard processes for review and approval of plats, easements, and deeds. When the completed Authorized Improvements and/or TIRZ Improvements have been inspected by the City and determined to be constructed in compliance with Section 2 herein, the City's Assistant City Manager will execute a notice of project completion, commonly referred to as a green sheet. The notice of project completion will establish the Authorized Improvements Costs and/or TIRZ Improvements Costs of the complete Authorized Improvements and/or TIRZ Improvements, as applicable, and will serve as the City's formal acceptance of the Authorized Improvements and/or TIRZ Improvements, lien free, in accordance with the standard City policies applicable to such improvements, including maintenance bonds and assignments of warranties, if any. Section 3 Costs 3.01 Budgeted Costs. (a) The total Budgeted Costs of the Authorized Improvements to be constructed in the Improvement Area, as described in Exhibit "I", is $ (i) The aggregate Authorized Improvements Outstanding Reimbursement Amount under the Master Reimbursement Agreement shall be reduced by the amount of the final Authorized Improvement Costs for the Improvement Area that is the subject of this Agreement and pursuant to Section 6.01(a)(iv) of the Master Reimbursement Agreement. 0 13857.00000 1\4865-4406-2596.v5 (ii) The total amount to be reimbursed hereunder shall not exceed the total of the Authorized Improvements Costs of the Authorized Improvements actually incurred by the Developer, which includes any Cost Overruns ("Improvement Area Authorized Improvements Reimbursement Amount"). (iii) The Improvement Area Authorized Improvements Reimbursement Amount payable to the Reimbursee shall be reduced by the costs of issuance associated with the issuance of any PID Bonds issued pursuant to this Agreement, including, but not limited to, any underwriter's discount and reserve fund deposits, if any, required by an applicable Indenture, notwithstanding that such funds shall not actually be paid by the Developer. For the avoidance of doubt, the costs of issuance of any PID Bonds shall be included as Authorized Improvements and Budgeted Costs. (b) The total Budgeted Costs of the TIRZ Improvements to be constructed in the Improvement Area, as described in Exhibit "I", is $ (the "Improvement Area Number TIRZ Reimbursement Amount"). 3.02 Reimbursement. (a) The City shall reimburse the Reimbursee for the Authorized Improvements Costs of the Authorized Improvements contemplated hereunder from (a) the proceeds of PID Bonds issued in accordance with Section 4 of the Master Reimbursement Agreement, (b) if PID Bonds have not been issued, from Assessment Revenues in accordance with Section 3 of the Master Reimbursement Agreement, and (c) from TIRZ Revenue, in accordance with Section 5 of the Master Reimbursement Agreement; provided, however, that TIRZ Revenues may only be used to reimburse the Reimbursee for TIRZ Improvements Costs. For the avoidance of doubt, TIRZ Improvements Cost include all Authorized Improvements Costs. (b) The City shall reimburse the Reimbursee for the TIRZ Improvements Costs contemplated hereunder solely from TIRZ Revenues in accordance with Section 5 of the Master Reimbursement Agreement. The procedure for submitting such costs to the City for reimbursement shall be the same as for the Authorized Improvement Costs. (c) During any period in which reimbursement is occurring incrementally from Assessment Revenue deposited to the Assessment Reimbursement Fund, the annual installments of the Assessments will include interest calculated at: (i) for a period of five (5) years beginning on in the year of the initial levy, five percent (5%) above the highest average index rate for tax exempt bonds reported in a daily or weekly bond index approved by the governing body and reported in the month before the date the obligation was incurred; and (ii) after the period described in (i), two percent (2%) above the bond index rate described above. Following the issuance of PID Bonds, the interest rate paid to Reimbursee on the unpaid and outstanding principal amount of the Improvement Area Authorized Improvements Maximum Reimbursement Amount shall be equal to the aggregate true interest cost of the initial series of PID Bonds issued for such Authorized Improvements. Such interest shall be payable to the Developer in addition to reimbursement for such Authorized Improvements. No interest shall accrue to any portion of the Improvement Area Authorized Improvement Reimbursement Amount attributable to Authorized Improvements which have not been completed. TIRZ Improvements Costs that are not reimbursed from Assessment Revenue as part of the Authorized Improvements Costs financed through the PID shall B-5 0 13857.00000 1 \4865-4406-2596.v5 bear interest at the same rate as Authorized Improvements until paid.Notwithstanding the foregoing, in no event shall the interest rate so calculated exceed the maximum rate permitted by Chapter 1204, Texas Government Code. (d) As a condition to any reimbursement hereunder, except for reimbursements from PID Bond proceeds at the time of closing thereof, which shall be governed in accordance with Section 4, the Developer or the Reimbursee on the Developer's behalf shall submit for approval to the City a Certification for Payment Form for Authorized Improvements Costs or TIRZ Improvement Costs, including completed segment, section, or portion of an Authorized Improvement or TIRZ Improvement and any Cost Overruns associated therewith. The Certification for Payment Form is set forth in Exhibit "II" and the procedures for the submission thereof are discussed in Section 4 below. (e) If the City requires additional documentation, or timely disapproves or questions the correctness or authenticity of the Certification for Payment, the City shall deliver a detailed notice to the Developer within twenty (20) business days of receipt thereof; payment with respect to the disputed portion(s) of the Certification for Payment shall not be made until Developer and the City have jointly settled such dispute or additional information has been provided to the City's reasonable satisfaction. (f) REIMBURSEMENT UNDER THIS AGREEMENT IS SUBJECT TO COMPLIANCE BY THE ORIGINAL OWNER OR DEVELOPER OR THEIR RESPECTIVE ASSIGNEE(S) WITH THE TERMS OF THIS AGREEMENT, THE MASTER REIMBURSEMENT AGREEMENT, AND DEVELOPMENT AGREEMENT AS SUCH TERMS RELATE TO THE IMPROVEMENT AREA FOR WHICH REIMBURSEMENT IS BEING SOUGHT; PROVIDED, HOWEVER, THAT THE CITY'S OBLIGATION TO REIMBURSE THE ORIGINAL OWNER, DEVELOPER OR THEIR RESPECTIVE ASSIGNEES UNDER THIS AGREEMENT FOR THE AUTHORIZED IMPROVEMENTS SERVING THE PARTICULAR IMPROVEMENT AREA THAT IS THE SUBJECT OF THIS AGREEMENT SHALL BE ABATED, IF A PARTY TO THIS AGREEMENT FAILS TO COMPLETE CONSTRUCTION OF THE AUTHORIZED IMPROVEMENTS WITHIN ANOTHER IMPROVEMENT AREA AND SUCH FAILURE RENDERS IMPRACTICABLE OR INEFFECTUAL THE USE OF THE AUTHORIZED IMPROVEMENTS THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT. SUCH ABATEMENT SHALL CONTINUE UNTIL THE AUTHORIZED IMPROVEMENTS THAT ARE THE SUBJECT OF THIS AGREEMENT CAN BE EFFECTIVELY UTILIZED. Section 4 Disbursements (a) The Parties agree that, from the proceeds of an applicable series of PID Bonds, and upon the presentation of evidence satisfactory to the City, the City will cause the Trustee under the applicable Indenture to pay at the closing of such PID Bonds approved amounts from the appropriate account to the City or Reimbursee, as applicable, which amounts may include payment for costs of issuance and payment of costs incurred in the establishment, administration and operation of the District and any other eligible items expended by Developer or Reimbursee and City as of the time of the delivery of such PID Bonds as described in the applicable Indenture and the Service and Assessment Plan. 0 13857.00000 1 \4865-4406-2596.v5 (b) In order to receive disbursements at the closing of an applicable series of PID Bonds, Reimbursee and Developer shall execute a Closing Disbursement Request, in substantially the form attached hereto as Exhibit "III", to be delivered to City no less than fifteen (15) business days prior to the scheduled closing date for such PID Bonds for payment in accordance with the provisions of the applicable Indenture. (c) In order to receive disbursements from an Assessment Reimbursement Fund or, if PID Bonds have been issued, disbursements from the Improvement Account following the initial disbursement as described in Section 4(b) above, the Developer shall execute a Certification for Payment, in substantially the form attached hereto as Exhibit II, no more frequently than monthly, to be delivered to City for payment in accordance with the provisions of the applicable Indenture and this Agreement. (d) Upon receipt of a Certification for Payment or Closing Disbursement Request (along with all accompanying documentation required by City) from the Developer, City shall conduct a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with Section 2 herein and the Development Agreement, and to verify and approve the Authorized Improvements Costs and/or TIRZ Improvement Costs, as applicable, of such work specified in such Certification for Payment or Closing Disbursement Request. City shall also conduct such review as is required in its discretion to confirm the matters certified in the Certification for Payment and Closing Disbursement Request. The Developer agrees to reasonably cooperate with City in conducting each such review and to provide City with such additional information and documentation as is reasonably necessary for City to conclude each such review. (e) Not later than fifteen (15) business days following receipt of any Certification for Payment, City shall either: (1) approve the Certification for Payment, or (2) provide Developer with written notification of disapproval of all or part of a Certification for Payment, specifying the basis for any such disapproval. (f) Immediately upon approval of a Certification for Payment, the City shall, if PID Bonds have been issued, forward such certification to the Trustee for payment from the Improvement Account pursuant to the Indenture, or, if PID Bonds have not yet been issued, make payment on such certification from the applicable Assessment Reimbursement Fund pursuant to this Agreement. The obligation to make payment in either such case is subject to the availability of funds in the applicable Improvement Account or Assessment Reimbursement Fund. (g) If the City requires additional documentation, or timely disapproves or questions the correctness or authenticity of the Certification for Payment, the City shall deliver a detailed notice to the Developer within twenty (20) business days of receipt of such Certification for Payment; payment with respect to the disputed portion(s) of the Certification for Payment shall not be made until Developer and the City have jointly settled such dispute or additional information has been provided to the City's reasonable satisfaction. (h) If there is a dispute over the amount of any payment, the City shall nevertheless pay the undisputed amount to the Reimbursee, and the Parties shall use all reasonable efforts to resolve the disputed amount before the next payment is made; however, if the parties are unable to resolve the disputed amount, then the City's determination of the disputed amount (as determined by the City Manager in his/her reasonable and good faith judgment) shall control. 0 13857.00000 1 \4865-4406-2596.v5 (i) The Developer shall not submit a Certification for Payment or Closing Disbursement Request requesting reimbursement for Authorized Improvements Costs in excess of the actual Authorized Improvement Costs and TIRZ Improvement Costs. 0) Approved Certificates for Payment that await reimbursement shall not accrue interest after the date of City approval provided payment is received within 10 business days. Section 5 Limited Obligation THE OBLIGATIONS OF THE CITY UNDER THIS AGREEMENT, SHALL NOT, UNDER ANY CIRCUMSTANCES, GIVE RISE TO OR CREATE A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY OR A DEBT OR OTHER OBLIGATION OF THE CITY PAYABLE FROM ANY SOURCE OTHER THAN THE APPLICABLE ASSESSMENT REIMBURSEMENT FUND, IMPROVEMENT ACCOUNT OR TIRZ FUND. Unless approved by the City, no other City funds, revenues, taxes or income of any kind shall be used to pay: (1) the Authorized Improvements Costs; (2) TIRZ Improvement Costs; (3) any other reimbursable amount hereunder; or (4) debt service on any Bonds, notwithstanding, in each case, that such amounts are not paid in full on or before the Maturity Date. 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 DEVELOPER OR ANY OTHER PARTY IN THEIR INDIVIDUAL CAPACITIES BY REASON OF THIS AGREEMENT OR THEIR ACTS OR OMISSIONS UNDER THIS AGREEMENT, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT COMMITTED BY ANY SUCH PARTIES. Section 6 Obligation to Pay If, as to the property which makes up the Improvement Area described in Exhibit IV that is the subject of this Agreement, each of the applicable Developer and Reimbursee (1) is current on the payment of all taxes, assessments and fees owed to City, (2) is in then -current compliance with its obligations under: (a) this Agreement, (b) all Developer continuing disclosure agreements in the District, (c) the Master Reimbursement Agreement, and (d) the Development Agreement, and (3) has received no notice of any material default as to such Property under the foregoing agreements that remains uncured; then, following the inspection and approval of any portion of Authorized Improvements for which Reimbursee seeks reimbursement of Authorized Improvements Costs by submission of a Certificate for Payment or Closing Disbursement Request, the obligations of the City under this Agreement to (i) pay, disbursements identified in any Certificate for Payment or Closing Disbursement Request and (ii) pay debt service on PID Bonds, are unconditional and not subject to any defenses or rights of offset except as may be provided in any Indenture. Section 7 Representations. (a) Developer hereby represents to City that: 0 13857.00000 1 \4865-4406-2596.v5 (i) The execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by Developer; (ii) This Agreement, the representations and covenants contained herein, and the consummation of the transactions contemplated hereby shall not violate or constitute a breach of any contract or other agreement to which Developer is a party; and (iii) Developer has the financial resources, or the ability to obtain sufficient financial resources, to satisfy and comply with Developer's obligations under this Agreement. (b) The City represents and warrants that this Agreement has been approved by official action of the City Council in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been and is duly authorized to do so. Section 8 Audit The City and the Developer will comply with the provisions of Section 8 of the Master Reimbursement Agreement. Section 9 Indemnity. DEVELOPER SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM AND AGAINST ALL LOSSES, COSTS, DAMAGES, EXPENSES, AND LIABILITIES (HEREIN COLLECTIVELY REFERRED TO AS "LOSSES") OF WHATSOEVER NATURE, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, COSTS OF LITIGATION, COURT COSTS, AMOUNTS PAID IN SETTLEMENT AND AMOUNTS PAID TO DISCHARGE JUDGMENTS RELATING TO ANY CLAIM, LAWSUIT, CAUSE OF ACTION OR OTHER LEGAL ACTION OR PROCEEDING BROUGHT AGAINST CITY OR TO WHICH CITY MAY BE A PARTY, DIRECTLY OR INDIRECTLY RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACQUISITION, PURCHASE OR CONSTRUCTION OF THE AUTHORIZED IMPROVEMENTS AND TIRZ IMPROVEMENTS PRIOR TO THE ISSUANCE OF ANY APPLICABLE MAINTENANCE BOND. IN THE EVENT OF ANY ACTION BROUGHT AGAINST CITY IN WHICH INDEMNIFICATION BY DEVELOPER IS APPLICABLE, CITY SHALL PROMPTLY GIVE WRITTEN NOTICE TO DEVELOPER AND DEVELOPER SHALL ASSUME THE INVESTIGATION AND DEFENSE OF SUCH ACTION, INCLUDING THE EMPLOYMENT OF COUNSEL AND THE PAYMENT OF ALL EXPENSES RELATED THERETO. CITY SHALL HAVE THE RIGHT, AT CITY'S EXPENSE, TO EMPLOY SEPARATE COUNSEL AND TO PARTICIPATE IN THE INVESTIGATION AND DEFENSE OF ANY SUCH ACTION. DEVELOPER SHALL NOT BE LIABLE FOR THE SETTLEMENT OF ANY SUCH ACTION MADE BY CITY WITHOUT THE CONSENT OF DEVELOPER; PROVIDED, HOWEVER, IN THE EVENT OF ANY SETTLEMENT ENTERED INTO WITH THE CONSENT OF DEVELOPER OR OF ANY FINAL JUDGMENT FOR A PLAINTIFF IN ANY SUCH ACTION, DEVELOPER SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM AND AGAINST ANY LOSSES e 0 13857.00000 1 \4865-4406-2596.v5 INCURRED BY REASON OF SUCH SETTLEMENT OR JUDGMENT. THE EXPIRATION OF THE TERM OF THIS AGREEMENT SHALL NOT RELIEVE DEVELOPER FROM ANY LIABILITY HEREUNDER ARISING PRIOR TO THE EXPIRATION OF THIS AGREEMENT; PROVIDED HOWEVER, THIS INDEMNITY PROVISION SHALL NOT APPLY TO THE EXTENT OF ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR UNLAWFUL ACTIONS OF THE CITY. Section 10 Conflict 10.01 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein, and supersedes all prior agreements, whether oral or written. In the event of any conflict between the terms of this Agreement, the Master Reimbursement Agreement, the Development Agreement, the SAP, the PFP, and the terms of the proceedings authorizing the issuance of RID Bonds, the conflicting provisions will be construed to the extent possible to give effect to each. Except where otherwise expressly stated in this Agreement, in the event such conflicting provisions cannot be reconciled to give all such provisions effect, then the order or priority set forth below will govern: (a) The terms of the proceedings authorizing the issuance of PID Bonds, including the applicable indenture, governs over everything else. (b) As it pertains to the Zone, the PFP governs over the IARA. (c) As it pertain to the District, the SAP governs over the IARA. (d) Any conflict between the PFP and the SAP will be governed by the specific funds at issue. Meaning, if a conflict involves TIRZ Revenues, then the PFP controls; however, if the conflict involves the use of District funds, then the SAP controls. (e) The IARA governs over the Master Reimbursement Agreement. (f) This M ster Reimbursement Agreement governs o�aer the Development Agreement. Section 11 Events of Default and Remedies 11.01 Events of Default. No party shall be in default under this Agreement until notice of the alleged failure of such Party to perform, the nature of which is reasonably detailed, has been given in writing as provided in Section 11.04; however, that the Party receiving such notice must commence curing such alleged failure no later than 30 days from the date of notice and thereafter diligently and continuously pursues performance until the alleged failure has been cured. 11.02 Original Owner Default. (a) Each of the following events shall be an "Event of Default" by an Original Owner or its Assignee under this Agreement. B-10 0 13857.00000 1 \4865-4406-2596.v5 (i) An Original Owner or its Assignee is in Default pursuant to Section 14.2 of the Development Agreement; (ii) An Original Owner, Developer, or their Assignee is in default under the terms of an Master Reimbursement Agreement; and (iii) Such Party fails to comply in any material respect with any term, provision, or covenant of this Agreement, the Development Agreement, or Master Reimbursement Agreement, and does not cure such default in accordance with Section 11.01. 11.03 Citv/Board Default. (a) Each of the following events shall be an "Event of Default" by the City under this Agreement: (i) So long as the applicable Party has complied with the terms and provisions of this Agreement and is not in default under Section 10.02(a), the City fails to pay to such Party any monetary sum hereby required of it as and when the same become due and payable and does not cure such default in accordance with Section 11.01; (ii) The City is in default pursuant to Section 14.3 of the Development Agreement; (iii) The City or Board is in default under the terms of Master Reimbursement Agreement; and (iv) The City or Board, as applicable, fails to comply in any material respect with any term, provision, or covenant of this Agreement, the Development Agreement, or the Master Reimbursement Agreement other than the payment of money, and does not cure such default in accordance with Section 11.01. 11.04 Remedies. IF A PARTY IS IN DEFAULT, THE AGGRIEVED PARTY MAY, AT ITS OPTION AND WITHOUT PREJUDICE TO ANY OTHER RIGHT OR REMEDY UNDER THIS AGREEMENT, SEEK ANY RELIEF AVAILABLE AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, AN ACTION UNDER THE UNIFORM DECLARATORY JUDGMENT ACT, SPECIFIC PERFORMANCE, MANDAMUS, AND INJUNCTIVE RELIEF. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL: (a) Entitle the aggrieved Party to terminate this Agreement, the Development Agreement or the Master Reimbursement Agreement, unless specifically provided in such agreement. B-11 013857.000001 \4865-4406-2596.v5 (b) Entitle the aggrieved Party to suspend performance under this Agreement, other than the City's obligation to make reimbursement payments for a specific Improvement Area only (except as otherwise set forth in Section 3.02(f)), unless the portion of the Property for which performance is suspended is the subject of the default (for example, the City shall not be entitled to suspend its performance with regard to the development of "Tract X" by "Owner A" based on the grounds that Owner A is in default with respect to any other tract or that Owner `B" is in default). 11.05 No Liability for Actions of Others. Except as expressly set forth in this Agreement: (i) the liabilities, obligations and responsibilities of each Original Owner, its authorized Assignee, under this Agreement are several, and not joint; and (ii) no Original Owner or its Assignee, of any portion of the Property will be in default under this Agreement or otherwise liable or responsible for any default which is not caused by such Original Owner or by any person acting by, through or under such Original Owner or Assignee. Section 12 MISCELLANEOUS 12.01 Assignment. (a) This Agreement is binding upon and inures to the benefit of the Original Owners and their Assignees. The Original Owners or their Assignee may assign their obligations, rights, or covenants without the prior written consent of, but upon Notice to, the City and Board, as provided in Section 12.02. (b) Each assignment must be in writing and executed by the Original Owner and the Assignee and obligate the Assignee to be bound by this Agreement to the extent rights and obligations under this Agreement are being assigned. Such assignment will not be effective until Notice thereof is provided to the City in accordance with Section 12.02. No assignment by an Original Owner will release such Party from any liability that resulted from an act or omission by such Party that occurred prior to the effective date of the assignment, unless the City and Board approve the release in writing. From and after such assignment, the City and Board agree to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that such Assignor will be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations. (c) Encumbrance by Original Owner and Assignee. Each Original Owner and its Assignee has the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of its rights, title, or interest under this Agreement for the benefit of its lenders without the consent of, but with written Notice to, the City and Board. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance does not, however, obligate any lender to perform any obligations or incur any liability under this Agreement unless the lender agrees in writing to perform such obligations or incur such liability. Provided the City and Board have been given a copy of the documents creating the lender's interest, including Notice information for the lender, then that lender has the right, but not the obligation, to cure any default under this Agreement and be given a reasonable time to do so in addition to the cure periods otherwise provided to the defaulting Party by this Agreement; and the City and Board agree to B-12 0 13857.00000 1 \4865-4406-2596.v5 accept a reasonable cure, offered by the lender as if offered by the defaulting Party. A lender is not a party to this Agreement unless this Agreement is amended, with the consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement will continue to bind the Property and survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial or non judicial. Any purchaser from or successor Owner through a lender of any portion of the Property will be bound by this Agreement and will not be entitled to the rights and benefits of this Agreement with respect to the acquired portion of the Property until all defaults under this Agreement with respect to the acquired portion of the Property have been cured. (d) Assignees as Parties. An Assignee authorized in accordance with this Agreement will be considered a "Party" for the purposes of this Agreement, but only to the extent of the rights obligations and benefits assigned. With the exception of an End Buyer, any person or entity, upon becoming an owner of land within the Property or upon obtaining an ownership interest in any part of the Property, will be deemed to be a "Developer" of such Property and have all of the obligations of a Developer as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest, but such Developer will not be entitled to any reimbursements for any Public Improvements, unless such right has been assigned as provided herein. 12.02 Notices. (a) Any notice, submittal, payment, or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, and addressed as follows: To the City: City of Fort Worth, Texas Attn: City Manager 200 Texas Street Fort Worth, Texas 76102 With a copy to: City of Fort Worth Attn: City Attorney 200 Texas Street Fort Worth Texas, 76102 To the TIRZ: Board of Directors Veale Ranch TIF Attn: Director, Economic Development Department 200 Texas Street Fort Worth, Texas 76102 With a copy to: City of Fort Worth Attn: City Attorney 200 Texas Street Fort Worth Texas, 76102 B-13 0 13857.00000 1 \4865-4406-2596.v5 To [Original Owner]: To Developer: (b) Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other Party. 12.03 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any party, regardless of which party originally drafted the provision. 12.04 Severabilitv. This Agreement shall not be modified or amended except as provided herein. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the Parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 12.05 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in the county in which the subject property is located. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. 12.06 Non -Waiver. Any failure by a party to insist upon strict performance by the other party of any material provision of this Agreement shall not be deemed a waiver thereof, and the party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except in writing signed by the party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. B-14 0 13857.00000 1 \4865-4406-2596.v5 12.07 Sovereign Immunity. City does not waive or surrender any of its governmental powers, immunities or rights except as necessary to allow Developer to enforce its remedies under this Agreement, which may include the Developer's ability to assert this Agreement is considered an agreement for the provision of goods and services, as provided in Texas Local Government Code, Section 271.151. 12.08 Further Documents. Each party shall, upon request of the other party, execute and deliver such further documents and perform such further acts as may reasonably be requested to effectuate the terms of this Agreement and achieve the intent of the Parties. 12.09 Amendment. This Agreement shall not be modified or amended except in writing signed by the Parties hereto. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the parties. 12.10 Authority; Enforceabilitv. The City represents and warrants that this Agreement has been approved by appropriate official action and that the individual executing this Agreement on behalf of the City has been and is duly authorized to do so. Each Original Owner, Developer and Assignee executing this Agreement represents and warrants that this Agreement has been approved by appropriate action of such party, and that each individual executing this Agreement on behalf of such party has been and is duly authorized to do so. Each party to this Agreement respectively acknowledges and agrees that this Agreement is binding upon such party and is enforceable against such party, in accordance with its terms and conditions and to the extent permitted by law. 12.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. 12.12 City Council Exercise of Legislative Discretion. Notwithstanding any other provisions hereof, nothing in this Agreement shall be construed as a contractual obligation that controls, waives or supplements the City Council's legislative discretion relative to the subject matter herein. 12.13 Force Maieure. Each party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such B-15 0 13857.00000 1 \4865-4406-2596.v5 performance. However, in the event a party is unable, due to Force Majeure, to perform its obligations under this Agreement, then the obligations affected by the Force Majeure shall be temporarily suspended. Within thirty (30) days after the occurrence of a Force Majeure, the party claiming the right to temporarily suspend its performance shall give Notice to all Parties, including a detailed explanation of the Force Majeure and a description of the action that will be taken to remedy the Force Majeure and resume full performance at the earliest possible time. As used herein, "Force Majeure" means, and shall include without limitation, acts of God; strikes; lockouts; or other industrial disturbances; acts of a public enemy; acts or orders of any kind of the Government of the United States or the State of Texas, or any civil or military authority; insurrection; riots; epidemics; pandemics; quarantine; viral outbreaks; landslides; lightning; earthquake; fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines, or canals; partial or entire failure of water supply; or other acts, events, causes, or circumstances not within the reasonable control of the party claiming such inability and that could not have been avoided by such party with the exercise of good faith, due diligence, and reasonable care 12.14 No Bovcott of Israel. Each of the Original Owners hereby verifies that it and its respective affiliates do not boycott Israel and will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to enable the Cities and/or the Board to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable federal law. As used in the foregoing verification, `boycott Israel' 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, and `affiliate' of an Original Owner means any for -profit sole proprietorship, organization, association, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company that owns all or a majority in interest of each Original Owner as well as any wholly- or majority -owned subsidiary of or other entity that controls, is controlled by, or is under common control with an Original Owner and exists to make a profit. 12.15 Iran, Sudan and Foreign Terrorist Organizations. (a) Each of the Original Owners hereby verifies that neither it, nor any parent company, wholly- or majority -owned subsidiary, or other affiliate of such Original Owner 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://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https:Hcomptroller.texas.gov/purchasing/docs/fto-list.pdf. (b) The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable federal law and excludes each Original Owner and each of its parent company, wholly- or majority -owned B-16 0 13857.00000 1 \4865-4406-2596.v5 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. Each of the Original Owners understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Original Owner and exists to make a profit. 12.16 Verification Re2ardin2 Ener2v Comnanv Bovcotts. (a) Each of the Original Owners 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 Agreement. The foregoing verification is made solely to enable the Cities and/or the Board 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. As used in this Section each of the Original Owners understands `affiliate' to mean an entity that controls, is controlled by, or is under common control with the respective Original Owner and exists to make a profit. (b) Each Original Owner for whom a verification is required of the verifications described by Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, shall provide such verifications in a form acceptable to the Attorney General of the State of Texas. 12.17 Verification Reaardina Discrimination Against Firearm Entity or Trade Association. (a) Each of the Original Owners hereby verifies that it and its parent company, wholly - or majority -owned subsidiaries, 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 Agreement. The foregoing verification is made solely to enable the Cities and/or the Board to comply with such Section and to the extent such Section does not contravene applicable Federal or Texas law. As used in this Section each of the Original Owners understands `affiliate' to mean an entity that controls, is controlled by, or is under common control with the respective Original Owner and exists to make a profit. (b) As used in the foregoing verification and the following definitions, (i) `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 B-17 0 13857.00000 1 \4865-4406-2596.v5 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, (ii) `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 (iii) `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. B-18 0 13857.00000 1 \4865-4406-2596.v5 Each Original Owner for whom a verification is required of the verifications described by Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, shall provide such verifications in a form acceptable to the Attorney General of the State of Texas. 12.18 Notwithstanding anything contained herein, the representations and covenants contained in Section 13.14-13.17 will survive the termination of this Agreement until the statute of limitations has run. 12.19 Compliance with Laws The Parties agrees that, in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations. 12.20 Electronic Signatures This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 12.21 Headings Not Controlling Headings and titles used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. [Signature Page Follows] • 0 13857.00000 1 \4865-4406-2596.v5 Exhibit "I" Description of Authorized Improvements, TIRZ Improvements and Budgeted Costs [Specific description and corresponding budget of Authorized Improvements] [Specific description and corresponding budget of TIRZ Improvements] [Projected Assessments (taking into account TIRZ Funds)] B-20 0 13857.00000 1 \4865-4406-2596.v5 Schedule A to Exhibit "I" Development Schedule 0 13857.00000 1\4865-4406-2596.v5 Schedule B to Exhibit "I" Engineer's Report(s) B-22 0 13857.00000 1 \4865-4406-2596.v5 Exhibit " II" Certification for Payment Form The undersigned is an agent for , a Texas (the "Developer"), and requests payment from the [applicable Improvement Account of the Project Fund] (as defined in the Indenture) or [applicable Assessment Reimbursement Fund] and/or [TIRZ Fund] from the City of Fort Worth, Texas (the "City"), or Trustee (as defined in the Indenture) in the amount of $ for costs incurred in the establishment, administration, and operation of the Fort Worth Public Improvement District No. (22) (Veale Ranch) (the "District") and for labor, materials, fees, and/or other general costs related to the design, acquisition, or construction of certain Authorized Improvements [and TIRZ Improvements] related to the District. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the [Indenture] and Improvement Area Number [_] Reimbursement Agreement, dated , 2023, and recorded in of the Real Property Records of Parker County and in the Real Property Records of Tarrant County. In connection to the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this payment request form on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced Authorized Improvement(s) [and TIRZ Improvement(s)] has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The amount listed for the Authorized Improvement(s) [and TIRZ Improvement(s)] below is a true and accurate representation of the Actual Costs associated with said Authorized Improvement(s) [and TIRZ Improvement(s)]; and such costs are authorized to be paid to Developer pursuant to the Development Agreement, the Master Reimbursement Agreement, and the Improvement Area Number [_] Reimbursement Agreement. 4. The Developer is in compliance with the applicable terms and provisions of the Development Agreement, the Indenture, the Developer Continuing Disclosure Agreement, the Master Reimbursement Agreement, the Improvement Area Number [_] Reimbursement Agreement, the Service and Assessment Plan and the Project and Finance Plan ("Agreements"). 5. All applicable conditions set forth in the Agreements for the payment hereby requested have been satisfied. 6. The work with respect to the Authorized Improvement(s) referenced below (or their completed segment, section or portion thereof) has been completed. B-23 0 13857.00000 1 \4865-4406-2596.v5 7. The Developer has timely paid all ad valorem taxes and annual installments of special assessments it owes or an entity Developer controls owes, located in the Veale Ranch Public Improvement District and has no outstanding delinquencies for such assessments. 8. All conditions set forth in the Indenture for the payment hereby requested have been satisfied. 9. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. 10. [Payment hereunder should be rendered to {Reimbursee details}] Payments requested are as follows: a. X amount to Person or Account Y for Z goods or services. b. Etc. As provided by the Agreements, the Actual Costs for the Authorized Improvement(s) shall be paid as follows: Amount to be paid from Total Cost of Authorized Authorized Improvement: the Fund Improvement Attached hereto are receipts, purchase orders, change orders, and similar instruments that support and validate the above requested payments. Pursuant to the , after receiving this payment request, the City is authorized to inspect the Public Improvement (or completed, section or portion thereof segment) and confirm that said work has been completed in accordance with all applicable governmental laws, rules, and plans. I hereby declare that the above representations and warranties are true and correct. By: Name: Its: Date: B-24 0 13857.00000 1 \4865-4406-2596.v5 APPROVAL OF REQUEST BY CITY The undersigned is in receipt of the attached Certification for Payment. After reviewing the Certification for Payment, the Certification for Payment is approved in the amount of $ , and the Trustee or is directed to disburse the requested payment in said amount from the , in accordance with the Certification for Payment. CITY OF FORT WORTH, TEXAS By: Name: Title: Date: B-25 013857.000001 \4865-4406-2596.v5 Exhibit "III" Closing Disbursement Request Form of Closing Disbursement Request The undersigned is an agent for ("Developer") and requests payment to Developer (or to the person designated by Developer) from the applicable account of the PID Project Fund from (the "Trustee") in the amount of $ ) to be transferred from the applicable account of the Project Fund upon the delivery of the PID Bonds for costs incurred in the issuance of bonds, establishment, administration, and operation of the Fort Worth Public Improvement District No. (22) (Veale Ranch) (the "District") or payment of any costs attributable to the District by Developer, as follows. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture of Trust by and between City and the Trustee dated as of , 202 (the "Indenture") relating to the "[INSERT NAME OF BONDS]" (the "PID Bonds"). The term "Authorized Improvements", as used herein, refers to the Authorized Improvements in [SPECIFY IMPROVEMENT AREA]. In connection with the above referenced payment, Developer represents and warrants to City as follows: 1. The undersigned is a duly authorized officer of Developer, is qualified to execute this Closing Disbursement Request on behalf of Developer and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced costs of issuance, establishment, administration, and operation of the District or payment of any costs attributable to the District by Developer at the time of the delivery of the PID Bonds have not been the subject of any prior payment request submitted to City. 3. The amount listed for the Authorized Improvements below is a true and accurate representation of the Costs associated with the acquisition, installation or construction of said Authorized Improvements, and such costs are (i) in compliance with the Reimbursement Agreement, (ii) in compliance with the Indenture, and (iii) consistent with the Service and Assessment Plan. 4. Developer is in compliance with the applicable -terms and provisions of the Reimbursement Agreement, the Indenture, Developer Continuing Disclosure Agreement, the Service and Assessment Plan, and the Development Agreement (as defined in the Reimbursement Agreement). 5. Developer is current on all ad valorem property taxes and District assessments on property owned by Developer within the District. 6. All conditions set forth in the Indenture and the Reimbursement Agreement for the payment hereby requested have been satisfied. 7. Developer agrees to cooperate with City in conducting its review of the requested payment and agrees to provide additional information and documentation as is reasonably necessary for City to complete said review. B-26 0 13857.00000 1 \4865-4406-2596.v5 Payments requested hereunder shall be made as directed below: [Information regarding Payee, amount, and deposit instructions attached] Attached hereto are receipts, purchase orders, change orders, and similar instruments that support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the Improvement Area Number [_] Reimbursement Agreement, after receiving this payment request, the City is authorized to inspect the Authorized Improvements (or completed, section, or portion thereof segment) and confirm that said work has been completed in accordance with all applicable laws, rules and regulations. I hereby declare that the above representations and warranties are true and correct. By: Name: Title: B-27 0 13857.00000 1 \4865-4406-2596.v5 APPROVAL OF REQUEST BY CITY City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request, City approves the Closing Disbursement Request and shall include said payments in City Certificate submitted to the Trustee directing payments to be made from the applicable account under the Indenture upon delivery of the PID Bonds. The City's approval of the Closing Disbursement Request for payment shall not have the effect of estopping or preventing the City from asserting claims under the Indenture, the Service and Assessment Plan, or any other agreement between the parties, or from asserting that there is a defect in the Authorized Improvements. CITY OF FORT WORTH, TEXAS By: Name: Title: Date: 1202 B-28 0 13857.00000 1 \4865-4406-2596.v5 Exhibit "IV" Legal Description of Improvement Area Number [_] 0 13857.00000 1\4865-4406-2596.v5 Exhibit "C" Landowner Consent Certificate LANDOWNER CONSENT CERTIFICATE This Landowner Consent Certificate is issued by [LANDOWNER], a , ("Landowner"), as the landowner that holds record title to approximately [_] acres (the "Property"), as more particularly described by metes and bounds in Exhibit "A" attached to this Landowner Consent Certificate and incorporated herein for all purposes, within the Veale Ranch Public Improvement District (the "PID") created by the City of Fort Worth, Texas (the "City"). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the City's ordinance levying assessments on property within the PID, adopted on 20, including the Service and Assessment Plan and Assessment Roll attached thereto (the ordinance and Service and Assessment Plan, including Assessment Roll, is referred to collectively as the "Assessment Ordinance"). Landowner hereby declares and confirms that it holds record title to the Property located within the PID which is subject to the special assessments (the "Assessments") levied by the City under the Assessment Ordinance. Further, Landowner hereby ratifies, declares, consents to, affirms, agrees to and confirms each of the following: • The Landowner is the sole owner of the Property as of the date of this Landowner Consent Certificate and was the sole owner of the Property on the date of the Assessment Ordinance. • The right, power and authority of the City Council of the City to adopt the Assessment Ordinance, including the attachments thereto, and to levy the Assessments against the Property. • The Authorized Improvements specially benefit the Property in an amount in excess of the Assessments levied on the Property as shown on the Assessment Roll. • The Assessment against the Property is final, conclusive and binding upon the Landowner. • Landowner shall pay the Assessment levied on the Assessed Property owned by such Landowner when due and in the amount required by and stated in the Assessment Ordinance and the attachments thereto. • Delinquent installments of the Assessments shall incur and accrue interest, penalties, and attorney's fees as provided in Service and Assessment Plan and in accordance with Chapter 372 of the Texas Local Government Code, as amended (the "PID Act"). • The "Annual Installments" (as defined in the Service and Assessment Plan) of the Assessment levied against the Property may be adjusted, decreased and extended in accordance with the Service and Assessment Plan and the PID Act. • All notices required to be provided to it under the PID Act have been received and to the extent of any defect in such notice, Landowner hereby waives any notice requirements. • Landowner consents to all actions taken by the City with respect to the creation of the PID and the levy of Assessments against the Property. B-30 0 13857.00000 1 \4865-4406-2596.v5 Landowner agrees to contractually obligate all future Owners to provide the End Buyer Disclosure Notice to all End Buyers prior to their sale of any Property and to cause such End Buyer Disclosure Notice to be recorded in the Real Property Records of the County in which such Property is located. Landowner hereby waives any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing the PID, defining the Assessed Property, adopting the Assessment Ordinance, Service and Assessment Plan and each Assessment Roll, levying of the Assessments, and determining the amount of the Annual Installments of the Assessments. IN WITNESS WHEREOF, the undersigned has caused this Landowner Consent Certificate to be executed as of 20. LANDOWNER: M. Name: Title: IM 0 13857.00000 1 \4865-4406-2596.v5 LANDOWNER CONSENT CERTIFICATE - EXHIBIT A METES AND BOUNDS DESCRIPTION OF LANDOWNER'S PROPERTY B-32 0 13857.00000 1 \4865-4406-2596.v5 Veale Ranch Master Reimbursement Agreement -Execution Version Final Audit Report 2023-12-05 Created: 2023-12-05 By: Kelby Golden (kelby@pmbinv.com) Status: Signed Transaction ID: CBJCHBCAABAABLjEULInidXpBSkbgvNpuKE5nMvobfxt "Veale Ranch Master Reimbursement Agreement -Execution Ver sion" History Document created by Kelby Golden (kelby@pmbinv.com) 2023-12-05 - 5:42:00 PM GMT- IP address: 104.15.91.230 Document emailed to Taylor Baird (taylor@pmbinv.com) for signature 2023-12-05 - 5:46:23 PM GMT Email viewed by Taylor Baird (taylor@pmbinv.com) 2023-12-05 - 5:53:59 PM GMT- IP address: 104.47.57.254 == Document e-signed by Taylor Baird (taylor@pmbinv.com) Signature Date: 2023-12-05 - 5:54:41 PM GMT - Time Source: server- IP address: 75.41.145.35 P+ Document emailed to Paul Jorge (pjorge@trtholdings.com) for signature 2023-12-05 - 5:54:43 PM GMT Email viewed by Paul Jorge (pjorge@trtholdings.com) 2023-12-05 - 7:57:29 PM GMT- IP address: 12.12.216.130 6© Document e-signed by Paul Jorge (pjorge@trtholdings.com) Signature Date: 2023-12-05 - 7:57:45 PM GMT - Time Source: server- IP address: 12.12.216.130 Agreement completed. 2023-12-05 - 7:57:45 PM GMT a Adobe Acrobat Sign 12/6/23. 8:13 AM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 11/14/2023 REFERENCE NO.: M&C 23-0969 LOG NAME: CODE: G TYPE NON -CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FORTWORTII 17VEALEMRA NO SUBJECT: (ETJ and CD 3) Authorize Execution of a Master Reimbursement Agreement with the Board of Directors of Tax Increment Reinvestment Zone Number Sixteen, City of Fort Worth, Texas (TIF) and PMB Veale Land Investors I, LP, and Other Entities (and their Respective Successors and Assigns) to Address Basic Payment Structures from Public Improvement District Assessments and TIF Revenues for Certain Eligible Costs within Fort Worth Public Improvement District No. 22 (Veale Ranch) and the TIF RECOMMENDATION: It is recommended that the City Council authorize the execution of a Master Reimbursement Agreement with the Board of Directors of Tax Increment Reinvestment Zone Number Sixteen, City of Fort Worth, Texas (TIF) and PMB Veale Land Investors I, LP and Other Entities (and their respective successors and assigns) setting forth a framework for reimbursement of certain eligible costs within the Veale Ranch Public Improvement District and TIF, including reimbursement from assessments and TIF revenues and establishing basic conditions associated with the possible issuance of future debt. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to approve a master reimbursement agreement that will serve as a roadmap for payment of costs associated with the development of Veale Ranch out of revenues generated by the public improvement district (PID) and tax increment reinvestment zone (TIRZ). As the project moves forward areas being developed will have more specific contracts that follow the structure outlined in the master agreement. Background PMB Veale Land Investors I, LP and other entities (collectively, Developer) entered into an agreement with the City on March 8th, 2023 for the development of approximately 5,200 acres consisting of parcels known as Veale Ranch/Team Ranch, Rolling V South, Rockbrook, and Ventana South (collectively, Development), which are located primarily within Fort Worth's extraterritorial jurisdiction in Parker County and Tarrant County (City Secretary Contract No. 59003, as it may be amended from time -to -time) (Development Agreement).To accomplish the Development envisioned by the Developer and City and to provide financing for certain improvements, the City and Developer agreed to work together to create a PID and TIRZ. The Development Agreement provides that the Development will be constructed and annexed in phases (each an Improvement Area) over a period of up to 50 years and that the PID assessments, TIRZ collections, and bond issuances will occur after annexation for 25 to 30-year periods for each Improvement Area in order to reimburse the Developer for certain authorized public improvements. Following completion of all required legal processes, including the giving of notice, on August 8, 2023, the City conducted a public hearing and adopted Resolution No. 5782-08-2023, creating Fort Worth Public Improvement District No. 22 (Veale Ranch) (Veale Ranch PID). On September 12, 2023, City conducted a public hearing and adopted Ordinance No. 26420-09-2023, creating Tax Increment Reinvestment Zone Number Sixteen (Veale Ranch TIRZ). The Development Agreement provides that the parties will enter into a Master Reimbursement Agreement (MRA), that will serve as a guiding document outlining the essential terms by which reimbursement for public improvements within the Veale Ranch PID and Veale Ranch TIRZ will occur. On October 18, 2023, the Boar of Directors for the TIRZ (TIRZ Board) authorized execution of the MRA consistent with the TIRZ Project and Financing Plan. apps.cfwnet.org/counciI_packet/mc_review.asp?ID=31594&counciIdate=11/14/2023 1/2 12/6/23. 8:13 AM Master Reimbursement Aareement M&C Review The MRA sets a maximum reimbursement amount from assessments collected from the Veale Ranch PID at $3 billion, which is consistent with the figure referenced in the resolution creating the Veale Ranch PID. As it pertains to the MRA, revenue from the Veale Ranch TIRZ will be used, in part, to offset or pay a portion for any assessments levied within the Veale Ranch PID to achieve the desired tax rate equivalent for the Veale Ranch PID for each Improvement Area and provide incremental funding for public infrastructure not funded by, or in lieu of, the Veale Ranch PID. The MRA also sets out the following: (1) conditions and means of reimbursement of public infrastructure costs from PID and TIRZ revenues; (2) levy of PID assessments will be done by individual Improvement Area and will be billed in annual installments; and (3) project cost eligibility and maximum budgeted costs for PID- related authorized public infrastructure. With respect to possible bonds, the MRA outlines basic conditions that must be met for the City to consider issuing debt for any phase of the Veale Ranch PID. Key conditions include that bonds will generally (i) only be issued to reimburse for completed improvements, (ii) be subject to a value to lien ratio at or above 3:1, (iii) not have more than two years of capitalized interest, (iv) be structured to provide for level debt service, and (v) have term of thirty years. In addition, consistent with the terms previously agreed to in the Development Agreement, the MRA provides that bonds will not issue if any of the developers to be reimbursed from proceeds (i) has an uncured event of default, (ii) is not current on taxes, assessments, fees, or other monetary obligations to the City, or (iii) is associated with reimbursement from another bond issuance that is in default or has a drawn-down-and- unreplenished reserve. The Development is located in both the City's territorial boundaries and the ETJ of Parker and Tarrant Counties (COUNCIL DISTRICT 3). Per the terms of the Development Agreement, no PID assessment or City -associated TIRZ revenue will be available unless and until the land in question is fully annexed into the City. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of this recommendation will have no material effect on City funds. TO Fund I Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project ID ID Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Year William Johnson (5806) Robert Sturns (2663) Michael Hennig (6024) Crystal Hinojosa (7808) Reference # Amount (Chartfield 2) Al FORM 1295 CERTIFICATE 100983996 PMB 120 LAND LP SIGNED.PDF (CFW Internal) apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31594&counci ddate=11 /14/2023 2/2 Resolution: -T-1 FF/ to -,7093 - o Z Date: October 18, 2023 RESOLUTION Board of Directors Tax Increment Reinvestment Zone Number Sixteen, City of Fort Worth, Texas (Veale Ranch) A UTHORIZING THE EXECUTION OF A MASTER REIMB URSEMENT A GREEMENT BETWEEN THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER SIXTEEN, CITY OF FORT WORTH, AND PMB VEALE LAND INVESTORS I, LP AND OTHER ENTITES WHEREAS, the Board of Directors ("Board") of Tax Increment Reinvestment Zone Number Sixteen, City of Fort Worth, Texas ("TIRZ District") desires to promote the development of the Veale Ranch area as authorized by the Fort Worth City Council ("City Council") and state law; WHEREAS, October 18, 2023, the Board adopted a Project and Financing Plan for the TIRZ District, which the City Council will consider on or about October 31, 2023, in accordance with Section 311.011 of the Texas Tax Code; WHEREAS, PMB Veale Land Investors I, LP and other entities ("Developer") entered into an agreement with the City of Fort Worth ("City") on March 8th, 2023 for the development of approximately 5,200 acres consisting of parcels known as Veale Ranch/Team Ranch, Rolling V South, Rockbrook, and Ventana South (collectively, "Development"), which are located primarily within Fort Worth's extraterritorial jurisdiction in Parker County and Tarrant County (Fort Worth City Secretary Contract No. 59003) ("Development Agreement"); WHEREAS, to accomplish the Development envisioned by the Developer and City and to provide financing for certain improvements, the City and Developer agreed to work together to create the Veale Ranch Public Improvement District ("PID") and this overlapping TIRZ District; WHEREAS, the Agreement provides that the Development will be constructed and annexed in phases (each an "Improvement Area") over a period of up to 50 years and that the PID assessments, TIRZ District collections, and bond issuances will occur after annexation for 25 to 30-year periods for each Improvement Area in order to reimburse the Developer for certain authorized public improvements; WHEREAS, the TIRZ District was established to accomplish the Development, including (i) offsetting or paying a portion of any assessments levied within the Development to achieve a desired tax rate equivalent for the PID for each Improvement Area; (ii) provide incremental funding for public infrastructure not funded by, or in lieu of, the PID; (iii) provide economic development incentives in alignment with the City's then current economic incentives policy; and (iv) further promote development within the boundaries of the TIRZ District; and WHEREAS, the City, Developer, and Board desire to enter into a Master Reimbursement Agreement that will set forth the terms under which the Developers will be reimbursed for the construction of certain public infrastructure from revenues generated by the PID and TIRZ. NOW, THEREFORE, BE IT RESOLVED: Section 1. That the Board hereby authorizes the execution of a Master Reimbursement Agreement with the City and Developer to address the basic payment structure from TIRZ revenues for certain authorized public infrastructure within the Development. The execution of the Master Reimbursement Agreement is contingent upon the City Council adopting the final Plan. Section 2. That the Chairperson of the Board is authorized to sign this Resolution on the Board's behalf and execute all necessary agreements and related documents in accordance with this Resolution. Section 3. That this Resolution takes effect immediately from and after its passage. Approved:: Michael D. Crain Chair Signature:5�` Email: allison.tidwell@fortworthtexas.gov