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Home My WebLink AboutOrdinance 26969-06-2024C17: 1 �/:�►�i7 D��f�TSIS'alLfl�II�! PROVIDING FOR THE ISSUANCE OF THE "CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREAS #I-3 PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A LIMITED OFFERING MEMORANDUM, A CONTINUING DISCLOSURE AGREEMENT, AN UPDATE TO THE SERVICE AND ASSESSMENT PLAN, A MUNICIPAL BOND INSURANCE POLICY AND RESERVE FUND SURETY POLICY AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Fort Worth, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code (the "PID Act"), has previously established the "Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)" (the "District"); and WHEREAS, after giving the required notice pursuant to Sections 372.106(b) and (c) of the PID Act, on May 2, 2017, the City Council of the City (the "Council") held a public hearing regarding the levy of the Improvement Area #1 Assessments against the Improvement Area #1 Assessed Property, and on such date, the Council adopted an ordinance levying the Improvement Area #1 Assessments against the Improvement Area #1 Assessed Property (the "Improvement Area #1 Assessment Ordinance"), which Improvement Area 91 Assessment Ordinance also approved and accepted the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Service and Assessment Plan (the "Service and Assessment Plan"); and WHEREAS, after giving the required notice pursuant to Sections 372.106(b) and (c) of the PID Act, on September 1, 2020, the Council held a public hearing regarding the levy of the Improvement Area #2 Assessments against the Improvement Area #2 Assessed Property, and on such date, the Council adopted an ordinance levying the Improvement Area #2 Assessments against the Improvement Area #2 Assessed Property (the "Improvement Area #2 Assessment Ordinance"), which Improvement Area #2 Assessment Ordinance also approved and accepted an update to the Service and Assessment Plan; and WHEREAS, after giving the required notice pursuant to Sections 372.106(b) and (c) of the PID Act, on September 27, 2022, the Council held a public hearing regarding the levy of the Improvement Area #3 Assessments against the Improvement Area #3 Assessed Property, and on such date, the Council adopted an ordinance levying the Improvement Area 43 Assessments against the Improvement Area #3 Assessed Property (the "Improvement Area #3 Assessment Ordinance"), which Improvement Area #3 Assessment Ordinance also approved and accepted an update to the Service and Assessment Plan; and WHEREAS, the Council has found and determined that it is in the best interests of the City to issue bonds to be designated "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)" (the "Bonds"), such Bonds to be payable from and secured by the Trust Estate; and WHEREAS, the Council is authorized by the PID Act to issue revenue bonds payable from the Trust Estate for the purpose of (i) paying a portion of the Actual Costs of the Funded Improvements, (ii) funding the Reserve Fund for payment of principal and interest on the Bonds, and (iii) paying costs of issuance of the Bonds; and WHEREAS, the Council has found and determined to approve (i) the issuance of the Bonds for the purposes described herein, (ii) the form, terms and provisions of the Indenture (defined below) governing and securing the Bonds authorized hereby, (iii) the form, terms and provisions of a Purchase Agreement (defined below) between the City and the Underwriter (defined below), (iv) a Limited Offering Memorandum (defined below), (v) a Continuing Disclosure Agreement (defined below), (vi) the 2024 Supplemental Service Plan Update (defined below) and (vii) a municipal bond insurance policy and reserve fund surety policy; and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended. NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, THAT: SECTION 1. FINDINGS. The findings and determinations set forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture. SECTION 2. APPROVAL OF ISSUANCE OF BONDS AND INDENTURE OF TRUST. (a) The issuance of the Bonds in the principal amount of $18,186,000 for the purpose of (i) paying a portion of the Actual Costs of the Funded Improvements, (ii) funding the Reserve Fund for payment of principal and interest on the Bonds, and (iii) paying costs of issuance of the Bonds, is hereby authorized and approved. (b) The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture"), dated as of July 1, 2024, between the City and BOKF, NA, as trustee (the "Trustee"), with such changes as may be necessary or desirable to carry out the purposes and intent of this Ordinance and as approved by an Authorized Official (defined below), such approval to be evidenced by the execution and delivery of the Indenture, which Indenture is hereby approved in substantially final form attached hereto as Exhibit A and incorporated herein as a part hereof for all purposes. The Authorized Officials, individually but not jointly, are hereby authorized and directed to execute the Indenture, and the City Secretary is hereby authorized and directed to attest the signature of such Authorized Official. (c) The Bonds shall (i) be dated, (ii) mature on the date or dates and in the principal amount or amounts, (iii) bear interest, (iv) be subject to redemption and (v) have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture, with such insertions, omissions and modifications as may be required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall be payable from and secured by the Trust Estate as set forth in the Indenture and shall never be payable from ad valorem taxes or any other funds or revenues of the City. SECTION 3. SALE OF BONDS; APPROVAL OF BOND PURCHASE AGREEMENT. The Bonds shall be sold to FMSbonds, Inc. (the "Underwriter") at the price and on the terms and provisions set forth in that certain Bond Purchase Agreement (the "Purchase Agreement"), dated the date hereof, between the City and the Underwriter, attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest of the City. The form, terms and provisions of the Purchase Agreement are hereby authorized and approved, and the Authorized Officials, individually but not jointly, are hereby authorized and directed to execute and deliver the Purchase Agreement. SECTION 4. LIMITED OFFERING MEMORANDUM. The form and substance of the final Limited Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Limited Offering Memorandum") presented to and considered at the meeting at which this Ordinance is considered are hereby approved and adopted in all respects. The Limited Offering Memorandum, with such appropriate variations as shall be approved by the City Manager or the Chief Financial Officer/Director of Financial Management Services and the Underwriter, may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum (as defined in the Purchase Agreement) and the Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. The City deems the Preliminary Limited Offering Memorandum final, within the meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), as of its date, except for the omission of information specified in Section (b)(1) of the Rule, as permitted by Section (b)(1) of the Rule. Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Council, the Council is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum pertaining to (i) the Funded Improvements, (ii) the Development (as defined in the Limited Offering Memorandum), (iii) the Developer, or its financial ability, or any other developers of the District, (iv) any builders or landowners in the District or (v) any other information contained in the Non -City Disclosures (as defined in the Bond Purchase Agreement). SECTION 5. CONTINUING DISCLOSURE AGREEMENT. The Continuing Disclosure Agreement of the Issuer (the "Continuing Disclosure Agreement") among the City, MuniCap, Inc. and PFM Financial Advisors LLC, is hereby authorized and approved in substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes, and the Authorized Officials, individually but not jointly, are hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purposes and intent of this Ordinance and approved by an Authorized Official, such approval to be evidenced by the execution thereof. SECTION 6. UPDATE TO SERVICE AND ASSESSMENT PLAN. An update to the Service and Assessment Plan (the "2024 Supplemental Service Plan Update") is hereby authorized and approved in substantially the form attached hereto as Exhibit D and incorporated herein as a part hereof for all purposes. The City Secretary is hereby directed to cause a copy of the 2024 Supplemental Service Plan Update to be recorded in the real property records of Tarrant and Parker Counties, Texas, within seven (7) days of the date of adoption of this Ordinance. SECTION 7. ADDITIONAL ACTIONS. The Mayor, the City Manager, the Chief Financial Officer/Director of Financial Management Services and the City Secretary (each individually, an "Authorized Official", and collectively, the "Authorized Officials"), individually or jointly, are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the purposes and intent of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Authorized Officials are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance. SECTION S. SEVERABILITY. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 9. MUNICIPAL BOND INSURANCE AND SURETY POLICY. The Bonds shall be insured by a municipal bond insurance policy (the "Policy") issued by Build America Mutual Assurance Company ("BAM"). The provisions relating to the Policy are set forth in the Indenture, and such provisions are incorporated herein by reference. In addition, the City will fund fifty percent (50%) of the Reserve Account Requirement with Bond proceeds and fifty percent (50%) with a surety policy issued by BAM (the "Surety Policy"). The provisions relating to the Surety Policy are set forth in the Indenture, and such provisions are incorporated herein by reference. SECTION 10. EFFECTIVE DATE. This Ordinance is passed on one reading as authorized by Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage and adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, THIS THE 1 IT" DAY OF .TUNE, 2024. APPROVED i "'� i : -�dj ftyll-- City of'Fort Worth, Texas ATTEST: C' Secretary, C y of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: ty, Attorney, City of Fort Worth, Texas [Signature page to Ordinance Authorizing the Issuance of City of Fort Worth, Texas, Special Assessment Revenue Bonds. Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh RanchQuail Valley) Improvement Areas #f1-3 Project)] Exhibit A I121p]� �UUaIS7a", J 1 A- 1 INDENTURE OF TRUST By and Between CITY OF FORT WORTH, TEXAS and BOKF, NA, as Trustee DATED AS OF DULY 1, 2024 SECURING $18,186,000 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCHIQUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT) TABLE OF CONTENTS Article I DEFINITIONS, FINDINGS AND INTERPRETATION.................................................... 6 Section1.01 Definitions............................................................................................................. 6 Section1.02 Findings............................................................................................................... 15 Section 1.03 Table of Contents, Titles and Headings............................................................... 15 Section 1.04 Interpretation....................................................................................................... 16 Article 11 THE BONDS.................................................................................................................... 16 Section 2.01 Security for the Bonds......................................................................................... 16 Section 2.02 Limited Obligations............................................................................................. 16 Section 2.03 Authorization for Indenture................................................................................. 16 Section 2.04 Contract with Owners and Trustee...................................................................... 17 Article III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS............................................................................................................................................. 17 Section 3.01 Authorization of the Bonds.................................................................................. 17 Section 3.02 Date, Denomination, Maturities, Numbers and Interest ...................................... 17 Section 3.03 Conditions Precedent to Delivery of Bonds ........................................................ 18 Section 3.04 Medium, Method and PIace of Payment............................................................. 19 Section 3.05 Execution and Registration of Bonds.................................................................. 20 Section3.06 Ownership............................................................................................................ 21 Section 3.07 Registration, Transfer and Exchange................................................................... 21 Section 3.08 Cancellation......................................................................................................... 22 Section3.09 Temporary Bonds................................................................................................ 22 Section 3.10 Replacement Bonds............................................................................................. 22 Section 3.11 Book -Entry Only System..................................................................................... 23 Section 3.12 Successor Securities Depository: Transfer Outside Book -Entry -Only System... 24 Section 3.13 Payments to Cede & Co....................................................................................... 24 Article IV REDEMPTION OF BONDS BEFORE MATURITY .................... Section 4.01 Limitation on Redemption................................................................................... 25 Section 4.02 Mandatory Sinking Fund Redemption................................................................ 25 Section 4.03 Optional Redemption........................................................................................... 25 Section 4.04 Extraordinary Optional Redemption................................................................... 26 Section 4.05 Partial Redemption.............................................................................................. 26 Section 4.06 Notice of Redemption to Owners........................................................................ 26 Section 4.07 Payment Upon Redemption................................................................................. 27 Section 4.08 Effect of Redemption........................................................................................... 27 Article V FORM OF THE BONDS.................................................................................................. 28 Section5.01 Form Generally.................................................................................................... 28 Section 5.02 CUSIP Registration............................................................................................. 28 Section5.03 Legal Opinion...................................................................................................... 28 Article VI FUNDS AND ACCOUNTS .................................................. Section 6.01 Establishment of Funds and Accounts................................................................. 29 Section 6.02 Initial Deposits to Funds and Accounts............................................................... 30 Section 6.03 Pledged Revenue Fund........................................................................................ 30 Section6.04 Bond Fund........................................................................................................... 32 Section6.05 Project Fund......................................................................................................... 32 Section6.06 Redemption Fund................................................................................................ 34 Section 6.07 Reserve Fund....................................................................................................... 34 Section 6.08 Rebate Fund: Rebate Amount.............................................................................. 37 Section 6.09 Administrative Fund............................................................................................ 38 Section 6.10 Investment of Funds............................................................................................ 38 Section 6.11 Security of Funds................................................................................................. 40 Article VII COVENANTS.................................................................................................................. 40 Section 7.01 Confirmation of Assessments.............................................................................. 40 Section 7.02 Collection and Enforcement of Assessments...................................................... 40 Section 7.03 ........................ Against Encumbrances ................................................. ............... 41 Section 7.04 Records, Accounts, Accounting Reports............................................................. 41 Section 7.05 Covenants to Maintain Tax -Exempt Status......................................................... 42 Article VIII LIABILITY OF CITY.................................................................................................. 44 Article IX THE TRUSTEE............................................................................................................... 45 Section 9.01 Trustee as Paying Agent/Registrar...................................................................... 45 Section 9.02 Trustee Entitled to Indemnity.............................................................................. 46 Section 9.03 Responsibilities of the Trustee............................................................................ 46 Section 9.04 Property Held in Trust......................................................................................... 50 Section 9.05 Trustee Protected in Relying on Certain Documents .......................................... 50 Section9.06 Compensation...................................................................................................... 51 Section 9.07 Permitted Acts..................................................................................................... 51 Section 9.08 Resignation of Trustee .............................................. ..... 51 Section 9.09 Removal of Trustee........................................................ .................... ..... 52 Section 9.10 Successor Trustee................................................................................................ 52 Section 9.11 Transfer of Rights and Property to Successor Trustee ........................................ 53 Section 9.12 Merger, Conversion or Consolidation of Trustee ................................................ 53 Section 9.13 Trustee to File Continuation Statements............................................................. 53 Section 9.14 Construction of Indenture.................................................................................... 54 Article X MODIFICATION OR AMENDMENT OF THIS INDENTURE .................................... 54 Section 10.01 Amendments Permitted....................................................................................... 54 Section 10.02 Owners' Meetings............................................................................................... 55 Section 10.03 Procedure for Amendment with Written Consent of Owners ............................. 55 Section 10.04 Procedure for Amendment Not Requiring Owner Consent ................................ 56 Section 10.05 Effect of Supplemental Indenture....................................................................... 56 Section 10.06 Endorsement or Replacement of Bonds Issued After Amendments ................... 56 Section 10.07 Amendatory Endorsement of Bonds................................................................... 57 Section 10.08 Waiver of Default................................................................................................ 57 Section 10.09 Execution of Supplemental Indenture................................................................. 57 Article XI DEFAULT AND REMEDIES........................................................................................ 57 Section 11.01 Events of Default................................................................................................. 57 Section 11.02 Immediate Remedies for Default........................................................................ 58 Section 11.03 Restriction on Owner's Action............................................................................ 59 Section 11.04 Application of Revenues and Other Moneys After Default ................................ 60 Section 11.05 Effect of Waiver.................................................................................................. 60 Section 11.06 Evidence of Ownership of Bonds........................................................................ 60 Section 11.07 No Acceleration................................................................................................... 61 Section 11.08 Mailing of Notice................................................................................................ 61 ii Section l 1.09 Exclusion of Bonds............................................................................................. 61 Article XII GENERAL COVENANTS AND REPRESENTATIONS ............................................ 61 Section 12.01 Representations as to Trust Estate....................................................................... 61 Section 12.02 Accounts, Periodic Reports and Certificates....................................................... 62 Section'12.03 General................................................................................................................ 62 ................... Article XIII SPECIAL COVENANTS........................................................................ .. 62 Section 13.01 Further Assurances; Due Performance................................................................ 62 Section 13.02 Additional Obligations or Other Liens................................................................ 62 Section 13.03 Boobs of Record.................................................................................................. 63 Article XIV PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THEINDENTURE........................................................................................................................... 63 Section 14.01 Trust Irrevocable................................................................................................. 63 Section 14.02 Satisfaction of Indenture..................................................................................... 63 Section 14.03 Bonds Deemed Paid............................................................................................ 64 Article XV MISCELLANEOUS......................................................................................................... 64 Section 15.01 Benefits of Indenture Limited to Parties............................................................. 64 Section 15.02 Successor is Deemed Included in All References to Predecessor ....................... 64 Section 15.03 Execution of Documents and Proof of Ownership by Owners ........................... 65 Section 15.04 No Waiver of Personal Liability......................................................................... 65 Section 15.05 Notices to and Demands on City and Trustee ..................................................... 65 Section 15.06 Partial Invalidity.................................................................................................. 67 Section 15.07 Applicable Laws.................................................................................................. 67 Section 15.08 Payment on Business Day.................................................................... Section 15.09 Reimbursement Agreements............................................................................... 67 Section15.10 Counterparts........................................................................................................ 68 Section 15.11 Verifications of Statutory Representations and Covenants ................................. 68 Section 15.12 Municipal Bond Insurance and Reserve Fund Surety Policy .............................. 69 EXHIBITA..........................................................................................................FORM OF BOND EXHIBIT B................................................................................. CERTIFICATE FOR PAYMENT EXHIBIT C....................................................................MUNICIPAL BOND INSURANCE AND RESERVE FUND SURETY PROVISIONS Ill 1►NO i1LI-0- ��7�111'.fib THIS INDENTURE, dated as of July 1, 2024, is by and between the CITY OF FORT WORTH, TEXAS (the "City"), and BOKF, NA, a national banking association, Houston, Texas, as trustee (together with its successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings assigned thereto in Article 1. WHEREAS, a petition (the "Petition") was submitted and filed with the City Secretary of the City (the "City Secretary") pursuant to the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended (the "PID Act"), requesting the creation of a public improvement district located in the extraterritorial jurisdiction of the City to be known as Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District"); and WHEREAS, the Petition contained the signature of the owner of taxable real property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of the Tarrant County and Parker County Central Appraisal Districts, and the signature of the property owner who owns taxable real property that constitutes more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on September 20, 2016, after due notice, the City Council of the City (the "City Council") opened and held a public hearing (the "Creation Hearing") on the advisability of the improvement projects and services described in the Petition as required by Section 372.009 of the PID Act; and WHEREAS, on September 27, 2016, the City Council (i) made the findings required by Section 372.009(b) of the PID Act and (ii) approved Resolution No. 4686-09-2016 (the "Creation Resolution") authorizing the creation of the District in accordance with its finding as to the advisability of the improvement projects and services; and WHEREAS, on October 7, 2016, the City published notice of its authorization of the District in a newspaper of general circulation in the City and in the part of the City's extraterritorial jurisdiction in which the District is located, and no written protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after such date; and WHEREAS, on April 11, 2017, the City Council made findings and determinations relating to the Actual Costs of the Improvement Area #1 Funded Improvements, received and accepted a preliminary service and assessment plan and a proposed assessment roll, called a public hearing for May 2, 2017 (the "Improvement Area #1 Assessment Hearing") and directed City staff to (i) file said proposed assessment roll with the City Secretary and to make it available for public inspection as required by Section 372.016(b) of the PID Act, and (ii) publish and mail such notice relating to the Improvement Area #1 Assessment Hearing as required by Section 372.016(c) of the PID Act; and WHEREAS, pursuant to Section 372.016(b) of the PID Act, the City published notice of the Improvement Area #1 Assessment Hearing in a newspaper of general circulation in the City and in the part of the City's extraterritorial jurisdiction in which the District is located, to consider the proposed Service and Assessment Plan and the Improvement Area #1 Assessment Roll and the Ievy of the Improvement Area #1 Assessments on the Improvement Area #1 Assessed Property, and, pursuant to Section 372.016(c) of the PID Act, the City mailed notice of the Improvement Area #1 Assessment Hearing to consider the proposed Service and Assessment Plan and the Improvement Area #1 Assessment Roll and the levy of the Improvement Area # 1 Assessments on the Improvement Area #1 Assessed Property to the last known address of the owners of the property liable for the Improvement Area #1 Assessments; and WHEREAS, the City Council convened the Improvement Area #1 Assessment Hearing on May 2, 2017, at which all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the proposed Service and Assessment Plan, the proposed Improvement Area #1 Assessment Roll and the Improvement Area #1 Assessments, and to -offer testimony pertinent to any issue presented on the amount of the Improvement Area #1 Assessments, the allocation of estimated costs of the Improvement Area #1 Funded Improvements, the purposes of the Improvement Area #1 Assessments, the special benefits of the Improvement Area #1 Funded Improvements, and the penalties and interest on Annual Installments and on delinquent Annual Installments of the Improvement Area #1 Assessments, and there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of estimated costs of the Improvement Area #1 Funded Improvements, the Improvement Area #1 Assessment Roll, or the levy of the Improvement Area #1 Assessments; and WHEREAS, the City Council closed the Improvement Area #1 Assessment Hearing, and, after considering all written and documentary evidence presented at the Improvement Area #1 Assessment Hearing, including all written comments and statements filed with the City, the City adopted the Improvement Area #1 Assessment Ordinance, which levied the Improvement Area #1 Assessments and approved the Service and Assessment Plan, in conformity with the requirements of the PID Act; and WHEREAS, on August 18, 2020, the City Council made findings and determinations relating to the Actual Costs of the Improvement Area #2 Funded Improvements, received and accepted a preliminary service and assessment plan and a proposed assessment roll, called a public hearing for September 1, 2020 (the "Improvement Area #2 Assessment Hearing") and directed City staff to (i) file said proposed assessment roll with the City Secretary and to make it available for public inspection as required by Section 372.016(b) of the PID Act, and (ii) publish and mail such notice relating to the Improvement Area 92 Assessment Hearing as required by Section 372.016(c) of the PID Act; and WHEREAS, pursuant to Section 372.016(b) of the PID Act, the City published notice of the Improvement Area #2 Assessment Hearing in a newspaper of general circulation in the City and in the part of the City's extraterritorial jurisdiction in which the District is located, to consider the proposed Service and Assessment Plan and the Improvement Area 92 Assessment Roll and the levy of the Improvement Area #2 Assessments on the Improvement Area #2 Assessed Property, and, pursuant to Section 372.016(c) .of the PID Act, the City mailed notice of the Improvement Area #2 Assessment Hearing to consider the proposed Service and Assessment Plan and the Improvement Area #2 Assessment Roll and the levy of the Improvement Area #2 Assessments on the Improvement 2 Area #2 Assessed Property to the last known address of the owners of the property liable for the Improvement Area 42 Assessments; and WHEREAS, the City Council convened the Improvement Area #2 Assessment Hearing on September 1, 2020, at which all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the proposed Service and Assessment Plan, the proposed Improvement Area #2 Assessment Roll and the Improvement Area #2 Assessments, and to offer testimony pertinent to any issue presented on the amount of the Improvement Area #2 Assessments, the allocation of estimated costs of the Improvement Area #2 Funded Improvements, the purposes of the Improvement Area 42 Assessments, the special benefits of the Improvement Area #2 Funded Improvements, and the penalties and interest on Annual Installments and on delinquent Annual Installments of the Improvement Area #2 Assessments, and there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of estimated costs of the Improvement Area #2 Funded Improvements, the Improvement Area #2 Assessment Roll, or the levy of the Improvement Area #2 Assessments; and WHEREAS, the City Council closed the Improvement Area #2 Assessment Hearing, and, after considering all written and documentary evidence presented at the Improvement Area #2 Assessment Hearing, including all written comments and statements filed with the City, the City adopted the Improvement Area #2 Assessment Ordinance, which levied the Improvement Area #2 Assessments and approved the Service and Assessment Plan, in conformity with the requirements of the PID Act; and WHEREAS, on September 13, 2022, the City Council made findings and determinations relating to the Actual Costs of the Improvement Area #3 Funded Improvements, received and accepted a preliminary service and assessment plan and a proposed assessment roll, called a public hearing for September 27, 2022 (the "Improvement Area 93 Assessment Hearing") and directed City staff to (i) file said proposed assessment roll with the City Secretary and to make it available for public inspection as required by Section 372.016(b) of the PID Act, and (ii) publish and mail such notice relating to the Improvement Area #3 Assessment Hearing as required by Section 372.016(c) of the PID Act; and WHEREAS, pursuant to Section 372.016(b) of the PID Act, the City published notice of the Improvement Area 43 Assessment Hearing in a newspaper of general circulation in the City and in the part of the City's extraterritorial jurisdiction in which the District is located, to consider the proposed Service and Assessment Plan and the Improvement Area 43 Assessment Roll and the levy of the Improvement Area #3 Assessments on the Improvement Area #3 Assessed Property, and, pursuant to Section 372.016(c) of the PID Act, the City mailed notice of the Improvement Area #3 Assessment Hearing to consider the proposed Service and Assessment Plan and the Improvement Area #3 Assessment Roll and the levy of the Improvement Area 93 Assessments on the Improvement Area #3 Assessed Property to the last known address of the owners of the property liable for the Improvement Area #3 Assessments; and WHEREAS, the City Council convened the Improvement Area #3 Assessment Hearing on September 27, 2022, at which all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the proposed Service and Assessment Plan, the proposed Improvement Area #3 Assessment Roll and the Improvement Area #3 Assessments, and to offer testimony pertinent to any issue presented on the amount of the Improvement Area #3 Assessments, the allocation of estimated costs of the Improvement Area #3 Funded Improvements, the purposes of the Improvement Area #3 Assessments, the special benefits of the Improvement Area 43 Funded Improvements, and the penalties and interest on Annual Installments and on delinquent Annual Installments of the Improvement Area #3 Assessments, and there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of estimated costs of the Improvement Area #3 Funded Improvements, the Improvement Area #3 Assessment Roll, or the levy of the Improvement Area #3 Assessments; and WHEREAS, the City Council closed the Improvement Area #3 Assessment Hearing, and, after considering all written and documentary evidence presented at the Improvement Area 43 Assessment Hearing, including all written comments and statements filed with the City, the City adopted the Improvement Area #3 Assessment Ordinance, which levied the Improvement Area 43 Assessments and approved the Service and Assessment Plan, in conformity with the requirements of the PID Act; and WHEREAS, the City Council is authorized by the PID Act to issue its revenue bonds payable from the Assessments for the purpose of (i) paying a portion of the Actual Costs of the Funded Improvements, (ii) funding the Reserve Fund for payment of principal and interest on the Bonds, and (iii) paying costs of issuance of the Bonds; and WHEREAS, the City Council now desires to issue revenue bonds, in accordance with the PID Act, with such bonds to be entitled "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)", and such Bonds being payable as provided in this Indenture; and WHEREAS, concurrently with the sale of the Bonds, the Service and Assessment Plan will be updated to reflect the final pricing; and WHEREAS, the Trustee has agreed to accept the trusts herein created and to serve as Trustee upon the terms set forth in this Indenture; NOW, THEREFORE, the City, in consideration of the foregoing premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER to the Trustee for the benefit of the Owners, a security interest in and first lien on all of the moneys, rights and properties described in the Granting Clauses hereof, as follows (collectively, the "Trust Estate"): FIRST GRANTING CLAUSE The Pledged Revenues, as herein defined, and all moneys and investments held in the Pledged Funds, including any and all proceeds thereof and any contract or any evidence of indebtedness related thereto or other rights of the City to receive any of such moneys or investments, whether now existing or hereafter coming into existence, and whether now or hereafter acquired; and 11 SECOND GRANTING CLAUSE Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof, TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds from time to time issued under and secured by this Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and for the performance of and compliance with the obligations, covenants, and conditions of this Indenture; PROVIDED, HOWEVER, that if and to the extent Assessments have been prepaid, the lien on Assessed Property associated with such Assessment Prepayment shall be released, and the rights of the Trustee and the Owners under this Indenture to proceed against the City for the purpose of protecting and enforcing the rights of the Owners with respect to such released Assessed Property shall terminate; PROVIDED, FURTHER, HOWEVER, if the City or its assigns shall well and truly pay, or cause to be paid, the principal or Redemption Price of and the interest on all the Bonds at the times and in the manner stated in the Bonds, according to the true intent and meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and remain in full force and effect; and IN ADDITION, the Bonds are special, limited obligations of the City payable solely from the Trust Estate, as and to the extent provided in this Indenture. The Bonds do not give rise to a charge against the general credit or taxing powers of the City and are not payable except as provided in this Indenture. Notwithstanding anything to the contrary herein, the Owners of the Bonds shall never have the right to demand payment thereof out of any funds of the City other than the Trust Estate. The City shall have no legal or moral obligation to pay for the Bonds out of any funds of the City other than the Trust Estate. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds as follows: 5 Article I DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.01 Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture, the following terms shall have the meanings specified below: "2024 Supplemental Service Plan Update" means the Service and Assessment Plan Update approved by the Bond Ordinance. "Account", in the singular, means any of the accounts established pursuant to Section 6.01 of this Indenture, and "Accounts", in the plural, means, collectively, all the accounts established pursuant to Section 6.01 of this Indenture. "Actual Costs" means, with respect to Funded Improvements, the demonstrated, reasonable, allocable, and allowable costs of constructing such Funded Improvements. Actual Costs may include (i) the costs incurred for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Funded Improvements, (ii) the costs incurred in preparing the construction plans for such Funded Improvements, (iii) the fees paid for obtaining permits, licenses or other governmental approvals for such Funded Improvements, (iv) the costs incurred for external professional costs, such as engineering, geotechnical, surveying, land planning, architectural Iandscapers, appraisals, legal, accounting and similar professional services, taxes (property and franchise) related to the Funded Improvements, (v) all labor, bonds and materials, including equipment and fixtures, incurred by contractors, builders and materialmen in connection with the acquisition, construction or implementation of the Funded Improvements, and (vi) all related permitting, zoning and authorized approval expenses; architectural, engineering, legal and consulting fees; financing charges; taxes; governmental fees and charges; insurance premiums' and miscellaneous expenses. "Additional Interest" means the amount collected by application of the Additional Interest Rate. "Additional Interest Rate" means the 0.50% additional interest rate charged on the Assessments pursuant to Section 372.018 of the PID Act. "Additional Obligations" means any bonds or obligations, including specifically, any installment contracts, reimbursement agreements, temporary notes or time warrants secured in whole or in part by an assessment, other than the Assessments securing the Bonds, levied against property within the District in accordance with the PID Act. "Administrative Expenses" means the administrative, organizational, maintenance and operation costs and expenses associated with, or incident to, the administration, organization, maintenance and operation of the District, including, but not limited to, the costs of (i) legal counsel, engineers, accountants, financial advisors, investment bankers or other consultants and advisors, (ii) creating and organizing the District and preparing the Assessment Rolls, (iii) computing, levying, collecting and transmitting the Assessments or the Annual Installments thereof, (iv) maintaining the record of Assessments, including payments, reallocations and/or cancellations of the Assessments or rol Annual Installments thereof, (v) issuing, making debt service payments on, and redeeming the Bonds, (vi) investing or depositing the Assessments or other monies, (vii) complying with the PID Act with respect to the District, (viii) paying the Trustee's fees and expenses (including the fees and expenses of their respective legal counsel) related to the Bonds, and (ix) City costs of administering the construction of that portion of the Authorized Improvements to be funded through the District. Administrative Expenses do not include the amounts for payment of the actual principal of, redemption premium, if any, and interest on the Bonds. Annual Administrative Expenses collected and not expended shall be carried forward and applied to reduce Administrative Expenses in subsequent years to avoid over collection. "Administrative Fund" means that Fund established by Section 6.01 and administered pursuant to Section 6.09 hereof. "Administrator" means an employee of the City or third -party designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. The initial Administrator is MuniCap, Inc. "Annual Debt Service", means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). "Annual Installment" means, with respect to each Parcel of Assessed Property, each annual payment of the (i) Assessments (including the principal of and interest thereon) as shown on the applicable Assessment Roll attached to the Service and Assessment Plan (or any Annual Service Plan Update); (ii) Administrative Expenses and (iii) Additional Interest. "Annual Service Plan Update" means an update to the Service and Assessment Plan prepared no less frequently than annually by the Administrator and approved by the City Council. "Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State of Texas or of the United States, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived. "Assessed Property" means, collectively, the Improvement Area 91 Assessed Property, the Improvement Area 42 Assessed Property, and the Improvement Area #3 Assessed Property. "Assessment Ordinances" means, collectively, the Improvement Area #1 Assessment Ordinance, the Improvement Area 92 Assessment Ordinance and the Improvement Area #3 Assessment Ordinance. "Assessment Revenue" means monies collected by or on behalf of the City on or after June 11, 2024 from the collection of Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds. "Assessment Rolls" means, collectively, the Improvement Area #1 Assessment Roll, the 7 Improvement Area #2 Assessment Roll, and the Improvement Area #3 Assessment Roll. "Assessments" means, collectively, the Improvement Area #1 Assessment, the Improvement Area #2 Assessment, and the Improvement Area #3 Assessment. "Authorized Denomination" means $5,000 and any integral multiple of $1,000 in excess thereof; provided, however, that if the total principal amount of any Outstanding Bond is less than $5,000, then the Authorized Denomination of such Outstanding Bond shall be the amount of such Outstanding Bond. "Authorized Improvements" means improvements authorized by Section 3 72.00 3 of the PID Act, including those described in the Service and Assessment Plan. "Bond" means any of the Bonds. "Bond Counsel" means McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP or any other attorney or firm of attorneys designated by the City that are nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Date" means the date designated as the initial date of the Bonds as set forth in Section 3.02 of this Indenture. "Bond Fund" means the Fund of such name established pursuant to Section 6.01 and administered as provided in Section 6.04. "Bond Improvement Accounts" means, collectively, the Improvement Area #1 Bond Improvement Account, the Improvement Area #2 Bond Improvement Account, and the Improvement Area #3 Bond Improvement Account. "Bond Ordinance" means Ordinance No. adopted by the City Council on June 11, 2024 authorizing the issuance of the Bonds pursuant to this Indenture. "Bond Pledged Revenue Account" means the Account of such name established pursuant to Section 6.1. "Bond Year" means the one-year period beginning on September 2 in each year and ending on September 1 in the following year. "Bonds" means the City's bonds authorized to be issued by Section 3.01 of this Indenture entitled "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)" and, in the event the City issues Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds" shall include such Refunding Bonds. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State of Texas observed as such by the City or the Trustee or any national holiday observed by the Trustee. "Certificate for Payment" means a certificate substantially in the form of Exhibit B to this Indenture or otherwise approved by the Developer and a City Representative executed by the Developer and approved by a City Representative, delivered to a City Representative and the Trustee specifying the amount of work performed related to the Funded Improvements and the Actual Costs thereof, and requesting payment for such Actual Costs from money on deposit in the Bond Improvement Accounts of the Project Fund as further described in the Reimbursement Agreements and Section 6.05 herein. "City Certificate" means a certificate signed by the City Representative and delivered to the Trustee. "City Representative" means any official or agent of the City authorized by the City Council to undertake the action referenced herein. As of the date hereof, the City Manager, the Chief Financial Officer / Director of Financial Management Services and/or their respective designees are the authorized City Representatives. "Closing Date" means the date of the initial delivery of and payment for the Bonds. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Costs of Issuance Account" means the Account of such name established pursuant to Section 6.01. "Defeasance Securities" means Investment Securities then authorized by applicable law for the investment of funds to defease public securities. "Delinquency and Prepayment Reserve Account" means the reserve account administered by the City and segregated from other funds of the City in accordance with the provisions of Section 6.07 of this Indenture. "Delinquency and Prepayment Reserve Requirement" means an amount equal to 5.5% of the principal amount of the Outstanding Bonds to be funded from Assessment Revenues to be deposited to the Pledged Revenue Fund and transferred to the Delinquency and Prepayment Reserve Account. "Delinquent Collection Costs" means the costs related to the foreclosure on a Parcel of Assessed Property and the costs of collection of a delinquent Assessment or any other delinquent amounts due under the Service and Assessment Plan, all in accordance with the PID Act, including penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest and penalty interest. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment office located in Houston, Texas, or such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and Iocated as may be agreed upon by the City and such successor. Plan. "Developer" shall have the meaning assigned to such term in the Service and Assessment E "DTC" shall mean The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received by the City from the enforcement of the Assessments against any Parcel(s) of Assessed Property, whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs. "Fund" means any of the funds established pursuant to Section 6.01 of this Indenture. "Funded Improvements" means, collectively, the Improvement Area 91 Funded Improvements, the Improvement Area 92 Funded Improvements, and the Improvement Area #3 Funded Improvements as further described in the Service and Assessment Plan. "Improvement Area #1" means that portion of the District shown on Table II-B of the Service and Assessment Plan and described in Appendix B to the Service and Assessment Plan. "Improvement Area 91 Assessed Property" means the Parcels of land located within Improvement Area #1 of the District against which an Improvement Area #1 Assessment is levied by the Improvement Area #1 Assessment Ordinance in accordance with the Service and Assessment Plan. "Improvement Are #1 Assessment" means the assessment levied against Improvement Area #1 Assessed Property pursuant to the Improvement Area 41 Assessment Ordinance. "Improvement Area #1 Assessment Ordinance" means Ordinance No.22706-05-2017 adopted by the City Council on May 2, 2017, that levied the Improvement Area #1 Assessments on the Improvement Area #1 Assessed Property. "Improvement Area 41 Assessment Roll" means the Improvement Area #1 Assessment Roll attached as Appendix A-1 to the Service and Assessment Plan, as updated, modified or amended from time to time. "Improvement Area #1 Bond Improvement Account" means the Account of such name established pursuant to Section 6.01. "Improvement Area #1 Funded Improvements" means the Authorized Improvements which benefit only property within Improvement Area #1 of the District and are described in Section III.B to the Service and Assessment Plan. "Improvement Area #1 Reimbursement Agreement" means the "Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Public Improvement District Improvement Area #1 Reimbursement Agreement" by and between the City and the Developer dated to be effective as of May 2, 2017. "Improvement Areas #1-3" means, collectively, Improvement Area #1, Improvement Area 10 42, and Improvement Area 43. "Improvement Area #2" means that portion of the District shown on Table II-B of the Service and Assessment Plan and described in Appendix B to the Service and Assessment Plan. "Improvement Area #2 Assessed Property" means the Parcels of land located within Improvement Area #2 of the District against which an Improvement Area #2 Assessment is levied by the Improvement Area #2 Assessment Ordinance in accordance with the Service and Assessment PIan. "Improvement Are #2 Assessment" means the assessment levied against Improvement Area #2 Assessed Property pursuant to the Improvement Area #2 Assessment Ordinance. "Improvement Area #2 Assessment Ordinance" means Ordinance No. 24386-09-2020 adopted by the City Council on September 1, 2020, that levied the Improvement Area #2 Assessments on the Improvement Area #2 Assessed Property. "Improvement Area #2 Assessment Roll" means the Improvement Area #1 Assessment Roll attached as Appendix A-2 to the Service and Assessment PIan, as updated, modified or amended from time to time. "Improvement Area #2 Bond Improvement Account" means the Account of such name established pursuant to Section 6.01. "Improvement Area #2 Funded Improvements" means the Authorized Improvements which benefit only property within Improvement Area #2 of the District and are described in Section III.0 to the Service and Assessment Plan. "Improvement Area #2 Reimbursement Agreement" means the "Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Public Improvement District Improvement Area #2 Reimbursement Agreement" by and between the City and the Developer dated to be effective as of September 1, 2020. "Improvement Area 43" means that portion of the District shown on Table II-B of the Service and Assessment Plan and described in Appendix B to the Service and Assessment Plan. "Improvement Area #3 Assessed Property" means the Parcels of land located within Improvement Area 93 of the District against which an Improvement Area #3 Assessment is levied by the Improvement Area #3 Assessment Ordinance in accordance with the Service and Assessment Plan. "Improvement Are #3 Assessment" means the assessment levied against Improvement Area #3 Assessed Property pursuant to the Improvement Area #3 Assessment Ordinance. "Improvement Area #3 Assessment Ordinance" means Ordinance No. 25775-09-2022 adopted by the City Council on September 27, 2022, that levied the Improvement Area #3 Assessments on the Improvement Area #3 Assessed Property. "Improvement Area 93 Assessment Roll" means the Improvement Area #I Assessment Roll 11 attached as Appendix A-3 to the Service and Assessment Plan, as updated, modified or amended from time to time. "Improvement Area #3 Bond Improvement Account" means the Account of such name established pursuant to Section 6.01. "Improvement Area #3 Funded Improvements" means the Authorized Improvements which benefit only property within Improvement Area #3 of the District and are described in Section IILD to the Service and Assessment Plan. "Improvement Area 43 Reimbursement Agreement" means the "Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Public Improvement District Improvement Area #3 Reimbursement Agreement" by and between the City and the Developer dated to be effective as of June 18, 2023. "Indenture" means this Indenture of Trust as originally executed or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the applicable provisions hereof. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bond" means the Initial Bond as set forth in Exhibit A to this Indenture. "Interest Payment Date" means the date or dates upon which interest on the Bonds is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being on March 1 and September 1 of each year, commencing on March 1, 2025. "Investment Securities" means those authorized investments described in the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended; and provided fiu ther investments are, at the time made, included in and authorized by the City's official investment policy as approved by the City Council from time to time. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Outstanding" means, as of any particular date when used with reference to the Bonds, all Bonds authenticated and delivered under this Indenture except (i) any Bond that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond, shall have been made as provided in Article IV, (iii) any Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to Section 3.10 herein, and any Bond alleged to have been mutilated, destroyed, lost or stolen, but which have been paid as provided in 12 this Indenture. "Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book -entry only form and held by DTC as securities depository in accordance with Section 3.11 herein. "Parcel" means property within the District that is identified by (1) a tax map identification number assigned by the Parker County Appraisal District or the Tarrant Appraisal District, as the case may be, for real property tax purposes, (2) a metes and bounds, (3) lot and block number in a final subdivision plat recorded in the official public records of either Parker County or Tarrant County, or (4) any other means determined by the City Council. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in this Indenture. "Person" or "Persons" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "PID Act" means Texas Local Government Code, Chapter 372, as amended. "Pledged Funds" means the Pledged Revenue Fund, the Bond Fund, the Project Fund, the Reserve Fund, and the Redemption Fund. "Pledged Revenue Fund" means that Fund of such name established pursuant to Section 6.O1and administered pursuant to Section 6.03 herein. "Pledged Revenues" means the sum of (i) Assessment Revenue less the Administrative Expenses and Delinquent Collection Costs, (ii) the moneys held in any of the Pledged Funds, and (iii) any additional revenues that the City may pledge to the payment of Bonds. "Prepayment" means the payment of all or a portion of an Assessment before the due date thereof. "Principal and Interest Account" means the Account of such name established pursuant to Section 6.01. "Project Fund" means that fund of such name established pursuant to Section 6.1 and administered pursuant to Section 6.05 herein. "Purchase Agreement" means the Bond Purchase Agreement between the City and the Underwriter, executed in connection with the sale of the Bonds. "Rating Agency" means any nationally recognized securities rating agency. "Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Treasury Regulations. "Rebate Fund" means that Fund of such name that may be established pursuant to Section 6.01 and administered pursuant to Section 6.08 herein. 13 "Record Date" means the close of business on the fifteenth calendar day (whether or not a Business Day) of the month next preceding an Interest Payment Date. "Redemption Fund" means that Fund of such name established pursuant to Section 6.01 and administered pursuant to Section 6.06 herein. "Redemption Price" means, when used with respect to any Bond or portion thereof, the amount of par plus accrued and unpaid interest to the date of redemption. "Refunding Bonds" means bonds issued to refund all or any portion of any Outstanding Bonds that are payable from and secured by a parity lien on the Trust Estate, and such Refunding Bonds and any Bonds that remain Outstanding following the issuance of such Refunding Bonds shall be equally and ratably secured by a parity lien on the Trust Estate in all respects, all as more specifically described in the indenture authorizing such Refunding Bonds. "Reimbursement Agreements" means, collectively, the Improvement Area #1 Reimbursement Agreement, the Improvement Area #2 Reimbursement Agreement, and the Improvement Area #3 Reimbursement Agreement. "Register" means the register specified in Article III of this Indenture. "Reserve Account" means the Account of such name established pursuant to Section 6.01. "Reserve Account Obligation" means, to the extent permitted by Iaw, (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, provided that a Rating Agency, at the time of the delivery of such credit facility, would rate the Bonds fully insured by a standard policy issued by the City of such credit facility in any one of its three highest generic rating categories for such obligations; and/or (ii) a letter or line of credit issued by any financial institution, provided that a Rating Agency, at the time of delivery of such letter or line of credit, would rate the Bonds in any one of its three highest generic rating categories for such obligations if the letter or line of credit proposed to be issued by such financial institution secured the timely payment of the entire principal amount of the Bonds and the interest thereon. "Reserve Account Obligation Payment" means any payment the City is obligated to make from Pledged Revenues deposited in the Reserve Account with respect to a Reserve Account Obligation. "Reserve Account Requirement" means an amount equal to 50% of the Maximum Annual Debt Service as of the date of calculation, to be funded in the manner described in Article VI of this Indenture; provided, however, that, at the option of the City, such amount may be recalculated on any Interest Payment Date or any date of redemption, and the City shall provide a City Certificate to the Trustee with the applicable Reserve Account Requirement. As of the Closing Date, the Reserve Account Requirement is $729,750.00. "Reserve Fund" mean that Fund of such name established pursuant to Section 6.01 and administered in Section 6.07 herein. 14 "Service and Assessment Plan" means the "Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Service and Assessment Plan" dated May 2, 2017, as amended, updated, and/or restated by an Annual Service Plan Update, the 2024 Supplemental Service Plan Update, or otherwise. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of Bonds payable from such installments at the times and in the amounts provided in Section 4.02 herein. "Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable, are scheduled to mature without regard to any redemption or Prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and the City Representative pursuant to an ordinance adopted by the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder. "Tax Certificate" means the Certificate as to Tax Exemption delivered by the City on the Closing Date for the Bonds setting forth the facts, estimates and circumstances in existence on the Closing Date which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the interest on such Bonds to be included in the gross income of the Owners thereof for Federal income tax purposes. "Treasury Regulations" has the meaning set forth in Section 7.05(c) herein. "Trust Estate" means the Trust Estate described in the granting clauses of this Indenture. "Trustee" means BOKF, NA, a national banking association, Houston, Texas, and its successors, and any other corporation or association that may at any time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds. "Underwriter" means FMSbonds, Inc. "Value of Investment Securities" means the lower of the cost of or the market value of Investment Securities. Section 1.02 Findings. The declarations, determinations, and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated, and made a part of the operative provisions hereof. Section 1.03 Table of Contents. Titles and Headings. The table of contents, titles, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. 15 Section 1.04 Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Words importing persons include any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof (c) Any reference to a particular Article or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. Article IT THE BONDS Section 2.01 Securitv for the Bonds. The Bonds, as to both principal and interest, are and shall be equally and ratably secured by and payable from a first lien on, security interest in, and pledge of the Trust Estate. The lien on, security interest in, and pledge of the Trust Estate shall be valid and binding and fully perfected from and after the Closing Date, without physical delivery or transfer of control of the Trust Estate, the filing of this Indenture or any other act; all as provided in Texas Government Code, Chapter 1208, as amended, which applies to the issuance of the Bonds and the pledge of the Trust Estate granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are Outstanding such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject to the filing requirements of Texas Business and Commerce Code, Chapter 9, as amended, then in order to preserve to the registered owners of the Bonds the perfection of the lien on and security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Texas Business and Commerce Code, Chapter 9, as amended, and enable a filing to perfect the security interest in said pledge to occur. Section 2.02 Limited Obligations. The Bonds are special and limited obligations of the City, payable solely from and secured solely by the Trust Estate, and the Bonds shall never be payable out of funds raised or to be raised by taxation or from any other revenues, properties or income of the City. Section 2.03 Authorization for Indenture. The terms and provisions of this Indenture and the execution and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council. The City has 16 ascertained and it is hereby determined and declared that the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and that each and every covenant or agreement herein contained and made is necessary, useful or convenient in order to better secure the Bonds and is a contract or agreement necessary, useful and convenient to carry out and effectuate the purposes herein described. Section 2.04 Contract with Owners and Trustee. The purposes of this Indenture are to establish a lien and the security for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the Bonds and to prescribe the rights of the Owners, and the rights and duties of the City and the Trustee. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall purchase and hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owners, and shall be deemed to be and shall constitute a contract among the City, the Owners, and the Trustee. Article III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01 Authorization of the Bonds. The Bonds are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, including particularly the PID Act. The Bonds shall be issued in the aggregate principal amount of $18,186,000 for the purpose of (i) paying a portion of the Actual Costs of the Funded Improvements, (ii) funding the Reserve Fund for payment of principal and interest on the Bonds, and (iii) paying costs of issuance of the Bonds. Section 3.02 Date Denomination Maturities Numbers and Interest. (a) The Bonds. (i) The Bonds shall be dated July 1, 2024 (the "Bond Date") and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons, and shall be numbered separately from R-1 upward, except the Initial Bond, which shall be numbered T-1. (ii) Interest shall accrue and be paid on each Bond from the later of the Closing Date or the most recent Interest Payment Date to which interest has been paid or provided for, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below, or on a date of earlier redemption, or otherwise provided for. Such interest shall be payable semiannually on an Interest Payment Date, commencing March 1, 2025, computed on the basis of a 360-day year of twelve 30-day months. (iii) The Bonds shall mature on September 1 in the years and in the principal amounts and shall bear interest as set forth below: 17 Principal Interest Year Amount ($) Rate 2025 431,000 5.000 2026 576,000 5.000 2027 606,000 5.000 2028 640,000 5.000 2029 672,000 5.000 2030 709,000 5.000 2031 746,000 5.000 2032 787,000 5.000 2033 828,000 5.000 2034 872,000 5.000 2036 1,878,000 4.000 2039 3,143,000 4.125 2041 2,338,000 4.250 2044 3,960,000 5.000 (iv) The Bonds shall be subject to mandatory sinking fund redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV herein, and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth in the form of Bond set forth in Exhibit A to this Indenture. Section 3.03 Conditions Precedent to Delivery of Bonds. (a) The Bonds. The Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City, but only upon delivery (which delivery may be via electronic mail in portable document (PDF) or similar format) to the Trustee of- (i) certified copies of the Assessment Ordinances; (ii) a certified copy of the Bond Ordinance; (iii) a copy of each of the executed Reimbursement Agreements; (iv) a copy of the executed Purchase Agreement; (v) a copy of this Indenture executed by the Trustee and the City; (vi) a City Certificate directing the authentication and delivery of the Bonds, describing the 18 Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee in form and substance satisfactory to the City; (vii) an executed opinion of Bond Counsel; and (viii) the approving opinion of the Attorney General of the State and the State Comptroller's registration certificate. Section 3.04 Medium, Method and Place of Payment. (a) Principal of and interest on the Bonds shall be paid in lawful money, of the United States of America, as provided in this Section. (b) Interest on the Bonds shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) Business Days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. (c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment Date, and sent, United States mail, first-class, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each Owner as such appears in the Register or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. (d) The principal of each Bond shall be paid to the Owner of such Bond on the due date thereof, whether at the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which such banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section 3.02 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the 19 Bonds to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar law of the State of Texas, any such payments remaining unclaimed by the Owners entitled thereto for two (2) years after the applicable payment or redemption date shall be applied to the next payment or payments on such Bonds thereafter coming due and, to the extent any such money remains after the retirement of all Outstanding Bonds, shall be paid to the City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be liable or responsible to the Owner of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to any applicable escheat law or similar law of the State of Texas. Section 3.05 Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the City by the Mayor or Mayor Pro Tern and City Secretary, by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the City had been manually impressed upon each of the Bonds. (b) In the event that any officer of the City whose manual or facsimile signature appears on the Bonds ceases to hold such office before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of the Bonds. In lieu of the executed Certificate of Trustee described above, the Initial Bond delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein or in a Supplemental Indenture, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his or her duly authorized agent, which certificate shall be evidence that such Initial Bond has been duly approved by the Attorney General of the State of Texas, is a valid and binding obligation of the City, and has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the Underwriter or its designee, executed with the manual or facsimile signatures of the Mayor or Mayor Pro Tem and the City Secretary, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the Underwriter or its designee. Upon payment for such Initial Bond, the Trustee shall cancel the Initial Bond and deliver to DTC on behalf of the Underwriter of such Bonds one registered definitive Bond for each year of maturity of the Bonds, registered in the name of Cede & Co., as nominee of DTC. 20 Section 3.06 Ownership. (a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat the Person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment as provided herein (except interest shall be paid to the Person in whose name such Bond is registered on the relevant Record Date or Special Record Date, as applicable) and for all other purposes, whether or not such Bond is overdue, and neither the City nor the Trustee, nor the Paying Agent/Registrar, shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of any Bond shall be valid and effectual and shall discharge the liability of the City, the Trustee and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.07 Registration, Transfer and Exchange. (a) So long as any Bond remains Outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Indenture. The Paying Agent/Registrar represents and warrants that it will file and maintain a copy of the Register with the City, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable. (b) A Bond shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds, and of the same maturity and bearing the same interest rate and in any Authorized Denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. (d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or exchanged for other Bonds in accordance with this Section. A new Bond or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first-class, postage prepaid, to the Owner or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such transferred Bond is delivered. (e) Each exchange Bond delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. 21 (i) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different Authorized Denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, or exchange of a Bond. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond or portion thereof called for redemption prior to maturity within forty- five (45) days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond redeemed in part. Section 3.08 Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall dispose of cancelled Bonds in accordance with the records retention requirements of the Trustee. Section 3.09 Temt)orary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's request, the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any Authorized Denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Trustee the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.10 Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the City shall issue, and the Trustee shall authenticate and deliver in exchange therefor, a replacement Bond of like tenor and principal amount, bearing a number not 22 contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Trustee, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond;. (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Trustee to save them and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Trustee. (c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the City, the Paying Agent/Registrar or the Trustee in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, instead of issuing a replacement Bond, may pay such Bond if it has become due and payable or may pay such Bond when it becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.11 Book -Entry OnlySystem. The Bonds shall initially be issued in book -entry -only form and shall be deposited with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the blanket issuer letter of representations from the City to DTC. On the Closing Date, the definitive Bonds shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the 23 name of Cede & Co., as nominee for DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or drafts being mailed to the Owner at the close of business on the Record Date or Special Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 3.12 Successor Securities Denositorv: Transfer Outside Book-Entrv-Only Svstem. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the blanket issuer letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to transfer one or more separate registered Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Section 3.13 Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal 24 of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the blanket issuer letter of representations from the City to DTC. Article IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01 Limitation on Redemption. The Bonds shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Section 4.02 Mandatory Sinking Fund Redemption. (a) The Bonds maturing in 2036, 2039, 2041 and 2044 are "Term Bonds" and are subject to mandatory sinking fund redemption prior to their stated maturities and will be redeemed by the City in part at the Redemption Price from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article IV, on the dates and in the respective Sinking Fund Installments as set forth in the FORM OF BOND. (b) At least forty-five (45) days prior to each mandatory sinking fund redemption date and subject to any prior reduction authorized by subparagraphs (c) and (d) of this Section 4.02, the Trustee shall select a principal amount of Term Bonds (in accordance with Section 4.05) of such maturity equal to the Sinking Fund Installment amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section 4.06. (c) The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.02 shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such maturity which, at least 45 days prior to the mandatory sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The principal amount of Term Bonds required to be redeemed on any mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.02 shall be reduced on a pro rata basis among Sinking Fund Installments by the principal amount of any Tenn Bonds which, at least forty-five (45) days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.03 Optional Redemption. The City reserves the right and option to redeem Bonds maturing on or after September 1, 2032, before their respective scheduled maturity dates, in whole or in part, on any date on or after September 1, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price. 25 Section 4.04 Extraordinary Optional Redemption. Notwithstanding any provision in this Indenture to the contrary, in the event of a Prepayment, or if any other transfers are made into the Redemption Fund under the terms of this Indenture, the City reserves the right and option to redeem Bonds before their respective scheduled maturity dates or optional redemption date specified in Section 4.3 hereof, in whole or in part, in the amount specified in a City Certificate, on any date, from amounts on deposit in the Redemption Fund, at the Redemption Price. Section 4.05 Partial Redemption. (a) If less than all of the Bonds are to be redeemed pursuant to Section 4.02, Section 4.03, or Section 4.04, Bonds shall be redeemed in minimum principal amounts of $1,000 or any integral thereof. Each Bond shall be treated as representing the number of bonds that is obtained by dividing the principal amount of the Bonds by $1,000. No redemption shall result in a Bond in a denomination of less than the Authorized Denomination in effect at that time; provided, however, if the amount of the Outstanding Bond is less than an Authorized Denomination after giving effect to such partial redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than $1,000, may be issued. (b) In selecting the Term Bonds to be redeemed pursuant to Section 4.02, the Trustee shall conduct a random by lot selection process. (c) In selecting the Bonds to be redeemed pursuant to Section 4.03, the Trustee may rely on the directions provided in a City Certificate. (d) If less than all of the Bonds are called for extraordinary optional redemption pursuant to Section 4.04 hereof, the Bonds or portion of a Bond, as applicable, to be redeemed shall be selected on a pro rata basis among all Outstanding Bonds. (e) If less than all Bonds within a Stated Maturity are called for extraordinary optional redemption pursuant to Section 4.04 hereof, the Trustee may select Bonds, or portions thereof, in any method that results in a random selection, within such Stated Maturity and in such principal amounts, for redemption. (f) Upon surrender of any Bond for redemption in part, the Trustee, in accordance with Section 3.07 of this Indenture, shall authenticate and deliver an exchange Bond or Bonds and in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. Section 4.06 Notice of Redemption to Owners. (a) At least 45 days prior to the required notice mailing date provided below, unless a shorter period shall be acceptable to the Trustee, the City shall provide written notice of its intention to conduct an optional redemption of the Bonds. Upon written notification by the City to the Trustee of the exercise of any redemption, the Trustee shall give notice of any redemption of Bonds by sending notice by United States mail, first-class, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond or portion thereof to be 26 redeemed, at the address shown in the Register. So long as the Bonds are in book -entry -only form and held by DTC as security depository, references to Owner in this Indenture means Cede & Co., as nominee for DTC. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Outstanding Bonds are to be redeemed, and subject to Section 4.05 hereof, an identification of the Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. (d) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section 4.03 or Section 4.04 by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available and deposited with the Trustee on the Business Day prior to the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. (e) With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not satisfied and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. Section 4.07 Pavment Unon Redemption. (a) The Trustee shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise received by the Trustee from the City and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the designated corporate trust office of the Trustee on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond to the date of redemption from the moneys set aside for such purpose. Section 4.08 Effect of Redem tion. Notice of redemption having been given as provided in Section 4.06 of this Indenture, the 27 Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that fluids for the payment of the Redemption Price of such Bonds to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. Article V FORM OF THE BONDS Section 5.01 Form Generally. (a) The Bonds, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Trustee, the Assignment, and the Statement of Insurance to appear on each of the Bonds, (i) shall be substantially in the form set forth in Exhibit A to this Indenture with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Indenture and the Purchase Agreement and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 5.02 CUSIP Registration. The City may secure identification numbers through the CUSIP Services, managed by S&P Global Market Intelligence on behalf of The American Bankers Association, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof; and none of the City, the Trustee, nor the attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Section 5.03 Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond over the certification of the City Secretary of the City, which may be executed in facsimile. 28 Article VI FUNDS AND ACCOUNTS Section 6.01 Establishment of Funds and Accounts. (a) Creation of Funds. The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; (iii) Project Fund; (iv) Reserve Fund; (v) Redemption Fund; (vi) Rebate Fund; (vii) Administrative Fund; and (b) Creation of Accounts. (i) The following Account is hereby created and established under the Pledged Revenue Fund: (A) Bond Pledged Revenue Account. (ii) The following Account is hereby created and established under the Bond Fund: (A) Principal and Interest Account. (iii) The following Accounts are hereby created and established under the Project Fund: (A) Improvement Area #I Bond Improvement Account; (B) Improvement Area #2 Bond Improvement Account; (C) Improvement Area #3 Bond Improvement Account; and (D) Costs of Issuance Account. (iv) The following Accounts are hereby created and established under the Reserve Fund: (A) Reserve Account; and (B) Delinquency and Prepayment Reserve Account. (c) Each Fund and each Account created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall 29 constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds. (d) Interest earnings and profit on each respective Fund and Account established by this Indenture shall be applied or withdrawn for the purposes of such Fund or Account as specified below. (e) The Trustee may, from time to time, upon written direction from the City pursuant to a City Certificate, create additional Funds or Accounts hereunder as may be necessary for the receipt and application of the Assessment Revenues, to account properly for the payment of the Actual Costs of the Funded Improvements or to facilitate the payment or redemption of the Bonds. Section 6.02 Initial Deposits to Funds and Accounts. (a) The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows: (i) to the Improvement Area 91 Bond Improvement Account of the Project Fund: $4,565,080.01; (ii) to the Improvement Area #2 Bond Improvement Account of the Project Fund: $3,797,748.15; (iii) to the Improvement Area 43 Bond Improvement Account of the Project Fund: $8,390,445.50; (iv) to the Costs of Issuance Account of the Project Fund: $515,000.00; and (v) to the Reserve Account of the Reserve Fund: $364,875.00. Section 6.03 PIedged Revenue Fund. (a) Upon receipt thereof, and no later than February 15 of each year while the Bonds are Outstanding and beginning upon the effectiveness of this Indenture, the City shall deposit or cause to be deposited the Pledged Revenues into the Pledged Revenue Fund. From amounts deposited to the Pledged Revenue Fund, the City shall deposit or cause to be deposited Pledged Revenues as follows: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund in an amount sufficient to pay debt service on the Bonds next coming due in the Bond year, and (ii) second, if necessary, to the Reserve Account of the Reserve Fund in an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement. Notwithstanding anything to the contrary in this Section 6.03(a), the Additional Interest shall only be utilized for the purposes set forth in Section 6.07 hereof and, immediately following the initial deposit to the Pledged Revenue Fund, and prior to any other transfers or deposits being made under this Section 6.03(a), the Additional Interest shall be transferred to the Funds and Accounts as prescribed by Sections 6.07(a) and 6.07(f) hereof. In addition, in the event do] the City owes Rebatable Arbitrage to the United States Government pursuant to Section 6.08 hereof, the City shall provide a City Certificate to the Trustee to transfer to the Rebate Fund, prior to any other transfer under this Section 6.03(a), the full amount of Rebatable Arbitrage owed by the City, as further described in Section 6.10(f) hereof. If any Assessments and Annual Installments remain on deposit in the Pledged Revenue Fund after the foregoing deposits are made, the City shall have the option, in its sole and absolute discretion, to use such excess Assessments and Annual Installments for any one or more of the following purposes: (i) pay Actual Costs of the Funded Improvements, (ii) pay other costs permitted by the PID Act or (iii) deposit such excess into the Redemption Fund to redeem Bonds as provided in Article IV of this Indenture. Along with each transfer to the Trustee, the City shall provide a City of Certificate as to the Funds, Accounts and payments into which the amounts are to be deposited or paid. (b) From time to time as needed to pay the obligations relating to the Bonds, but no later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw from the Bond Pledged Revenue Account and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account, such that the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds on the next Interest Payment Date. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.07 herein, there are insufficient funds to make the payments provided in paragraph (b) above, the Trustee shall apply the available funds in the Principal and Interest Account first, to the payment of interest and, second, to the payment of principal (including any Sinking Fund Installments) on the Bonds, as described in Section 11.04(a) hereof (d) Notwithstanding Section 6.03(a) hereof, the Trustee shall deposit Prepayments to the Pledged Revenue Fund and as soon as practicable after such deposit shall transfer such Prepayments to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.04 of this Indenture. (e) Notwithstanding Section 6.03(a) hereof, the Trustee shall deposit Foreclosure Proceeds to the Pledged Revenue Fund and as soon as practicable after such deposit shall transfer Foreclosure Proceeds first, to the Reserve Fund to restore any transfers from the Reserve Fund made with respect to the Parcel(s) of Assessed Property to which the Foreclosure Proceeds relate (first, to replenish the Reserve account, and second, to replenish the Delinquency and Prepayment Reserve Account), and second, to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.04 of this Indenture. (f) After satisfaction of the requirement to provide for the payment of the principal and interest on the Bonds and to fund any deficiency that may exist in each of the Accounts within the Reserve Fund, the Trustee shall transfer any Pledged Revenues remaining in the Pledged Revenue Fund for the purposes set forth in Section 6.03(a) hereof, as directed by the City in a City Certificate. 31 Section 6.04 Bond Fund. (a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and/or interest then due and payable on the Bonds. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency pursuant to and in the order of priority set forth in Section 6.07(f) hereof. Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar. Section 6.05 Project Fund. (a) Money on deposit in the Project Fund shall be used for the purposes specified in clauses (i) and (iii) of Section 3.01 hereof. Except as provided in Section 6.05(d), (e), (f), (h), (i), 0), and (k), money on deposit in the Improvement Area #1 Bond Improvement Account shall only be used to pay Actual Costs of the Improvement Area # 1 Funded Improvements, money on deposit in the Improvement Area #2 Bond Improvement Account shall only be used to pay Actual Costs of the Improvement Area #2 Funded Improvements, and money on deposit in the Improvement Area #3 Bond Improvement Account shall only be used to pay Actual Costs of the Improvement Area #3 Funded Improvements. (b) Except for the payment of costs of issuance of the Bonds to be paid on the Closing Date in accordance with instructions contained in a closing memorandum provided to the Trustee by the City or by the City's financial advisor on behalf of the City, disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of issuance of the Bonds pursuant to one or more City Certificates. (c) Disbursements from the Bond Improvement Accounts of the Project Fund to pay Actual Costs of the Funded Improvements shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certificate for Payment approving the disbursement to the Developer or the Developer's designee. (d) If the City Representative determines in his or her sole discretion that amounts then on deposit in the Improvement Area # 1 Bond Improvement Account of the Project Fund are not expected to be expended for purposes of such Account due to the abandonment, or constructive abandonment of the Improvement Area 41 Funded Improvements, such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #1 Bond Improvement Account of the Project Fund will ever be expended for the purposes of such Account, the City Representative shall file a City Certificate with the Trustee, and provide a copy of such City Certificate to the Developer prior to filing with the Trustee, which identifies the amounts then on deposit in the Improvement Area #1 Bond Improvement Account that are not expected to be used for purposes of such Account. If such City Certificate is so filed, the amounts identified on the City Certificate on deposit in the Improvement Area #1 Bond Improvement Account shall be transferred to the Redemption Fund to redeem Bonds on the earliest practicable date after notice of redemption has been provided in accordance with this Indenture. Upon such transfers, the Improvement Area #1 Bond Improvement Account shall 32 be closed. (e) If the City Representative determines in his or her sole discretion that amounts then on deposit in the Improvement Area #2 Bond Improvement Account of the Project Fund are not expected to be expended for purposes of such Account due to the abandonment, or constructive abandonment of the Improvement Area #2 Funded Improvements, such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #2 Bond Improvement Account of the Project Fund will ever be expended for the purposes of such Account, the City Representative shall file a City Certificate with the Trustee, and provide a copy of such City Certificate to the Developer prior to filing with the Trustee, which identifies the amounts then on deposit in the Improvement Area #2 Bond Improvement Account that are not expected to be used for purposes of such Account. If such City Certificate is so filed, the amounts identified on the City Certificate on deposit in the Improvement Area #2 Bond Improvement Account shall be transferred to the Redemption Fund to redeem Bonds on the earliest practicable date after notice of redemption has been provided in accordance with this Indenture. Upon such transfers, the Improvement Area #2 Bond Improvement Account shall be closed. (f) If the City Representative determines in his or her sole discretion that amounts then on deposit in the Improvement Area #3 Bond Improvement Account of the Project Fund are not expected to be expended for purposes of such Account due to the abandonment, or constructive abandonment of the Improvement Area #3 Funded Improvements, such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Area #3 Bond Improvement Account of the Project Fund will ever be expended for the purposes of such Account, the City Representative shall file a City Certificate with the Trustee, and provide a copy of such City Certificate to the Developer prior to filing with the Trustee, which identifies the amounts then on deposit in the Improvement Area #3 Bond Improvement Account that are not expected to be used for purposes of such Account. If such City Certificate is so filed, the amounts identified on the City Certificate on deposit in the Improvement Area #3 Bond Improvement Account shall be transferred to the Redemption Fund to redeem Bonds on the earliest practicable date after notice of redemption has been provided in accordance with this Indenture. Upon such transfers, the Improvement Area #3 Bond Improvement Account shall be closed. (g) In making any determination pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant. (h) Upon the filing of a City Certificate stating that all Improvement Area #1 Funded Improvements have been completed and that all Actual Costs of the Improvement Area #1 Funded Improvements have been paid, or that any such Actual Costs of such Funded Improvements are not required to be paid from the Improvement Area #1 Bond Improvement Account pursuant to a Certificate for Payment, the Trustee (i) shall transfer the amount, if any, remaining within the Improvement Area #1 Bond Improvement Account of the Project Fund to the Principal and Interest Account of the Bond Fund or to the Redemption Fund, as directed in a City Certificate filed with the Trustee and (ii) shall close the Improvement Area 91 Bond Improvement Account. (i) Upon the filing of a City Certificate stating that all Improvement Area #2 Funded 33 Improvements have been completed and that all Actual Costs of the Improvement Area #2 Funded Improvements have been paid, or that any such Actual Costs of such Funded Improvements are not required to be paid from the Improvement Area #2 Bond Improvement Account pursuant to a Certificate for Payment, the Trustee (i) shall transfer the amount, if any, remaining within the Improvement Area #2 Bond Improvement Account of the Project Fund to the Principal and Interest Account of the Bond Fund or to the Redemption Fund, as directed in a City Certificate filed with the Trustee and (ii) shall close the Improvement Area #2 Bond Improvement Account. (j) Upon the filing of a City Certificate stating that all Improvement Area #3 Funded Improvements have been completed and that all Actual Costs of the Improvement Area #3 Funded Improvements have been paid, or that any such Actual Costs of such Funded Improvements are not required to be paid from the Improvement Area #3 Bond Improvement Account pursuant to a Certificate for Payment, the Trustee (i) shall transfer the amount, if any, remaining within the Improvement Area #3 Bond Improvement Account of the Project Fund to the Principal and Interest Account of the Bond Fund or to the Redemption Fund, as directed in a City Certificate filed with the Trustee and (ii) shall close the Improvement Area #3 Bond Improvement Account. (k) Not later than six months following the Closing Date, or upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred to (i) the Bond Improvement Accounts in the Project Fund on a pro rata basis to the extent such Bond Improvement Accounts have not been closed and used to pay Actual Costs or (ii) if no Funded Improvements remain to be funded, to the Principal and Interest Account of the Bond Fund and used to pay interest on the Bonds, as directed by the City in a City Certificate filed with the Trustee, and the Costs of Issuance Account shall be closed. Section 6.06 Redemption Fund. Subject to adequate amounts on deposit in the Pledged Revenue Fund, the Trustee shall cause to be deposited to the Redemption Fund from the Bond Pledged Revenue Account of the Pledged Revenue Fund an amount sufficient to redeem Bonds as provided in Section 4.03 and Section 4.04 on the dates specified for redemption as provided in Section 4.03 and Section 4.04. Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds as provided in Article IV. Section 6.07 Reserve Fund. (a) The City agrees with the Owners of the Bonds to accumulate and, when accumulated, maintain in the Reserve Account of the Reserve Fund, an amount equal to not less than the Reserve Account Requirement, which amount may be funded with cash, Investment Securities and/or Reserve Account Obligations. Upon initial delivery of the Bonds, the Reserve Account Requirement will be funded fifty percent (50%) from Bond proceeds and fifty percent (50%) with a Reserve Account Obligation. All amounts deposited in the Reserve Account of the Reserve Fund shall be used and withdrawn by the Trustee for the purposes set forth in this Indenture. In addition, on or before March 1, 2025, and on or before March 1 of each year thereafter, the Trustee shall transfer the Additional Interest from the Pledged 34 Revenue Fund to the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency and Prepayment Reserve Account. At the time the Delinquency and Prepayment Reserve Requirement is fully accumulated in the Delinquency and Prepayment Reserve Account, the Trustee shall provide written notice thereof to the City, and thereafter, the Trustee shall begin transferring the Additional Interest to either (i) the Administrative Fund for the payment of Administrative Expenses or (ii) the Redemption Fund to be used to redeem Bonds pursuant to Section 4.04 hereof, as directed by the City pursuant to a City Certificate. In the event the Trustee does not receive a City Certificate directing the transfer of the Additional Interest to the Administrative Fund within forty-five (45) days of providing the foregoing notice to the City, the Trustee shall transfer the Additional Interest to the Redemption Fund to redeem Bonds pursuant to Section 4.04 hereof and provide the City with written notification of such transfer. Notwithstanding the foregoing, if at any time the amount on deposit in the Delinquency and Prepayment Reserve Account falls below the Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has been accumulated therein. In transferring the amounts pursuant to this Section, the Trustee may conclusively rely on a City Certificate (which shall be based on the Annual Installments as shown on the Assessment Rolls in the Service and Assessment Plan) unless and until it receives a City Certificate directing that a different amount be used. The Additional Interest shall continue to be collected and deposited pursuant to this Section 6.07 until the Bonds are no longer Outstanding. (b) Whenever a transfer is made from an Account of the Reserve Fund to the Principal and Interest Account of the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source of said funds. (c) Whenever the value of cash together with the Value of Investment Securities, when added to the value of any Reserve Account Obligation, then on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess cash and/or Investment Securities then on deposit in the Reserve Account. Such excess cash and/or Investment Securities shall be transferred to the Principal and Interest Account to be used for the payment of debt service on the Bonds on the next Interest Payment Date in accordance with Section 6.04 hereof, unless within thirty days of such notice to the City Representative, the Trustee receives a City Certificate instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.08 hereof, (ii) to the Administrative Fund in an amount not more than the Administrative Expenses for the Bonds, (iii) to the Bond Improvement Accounts of the Project Fund on a pro rata basis to the extent such Bond Improvement Accounts have not been closed to pay the Actual Costs of Funded Improvements if such application and the expenditure of funds is expected to occur within three years of the date hereof, or (iv) to the Redemption Fund to be applied to the redemption of Bonds. Alternatively, the City may elect to reduce the face amount of any Reserve Account Obligation then on deposit in the Reserve Account in lieu of the aforementioned transfers. (d) Whenever the amount on deposit in the Delinquency and Prepayment Reserve Account 35 exceeds the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess, and such excess shall be transferred, at the direction of the City pursuant to a City Certificate, to the Administrative Fund for the payment of Administrative Expenses or to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.04 hereof. In the event the Trustee does not receive a City Certificate directing the transfer of such excess to the Administrative Fund within forty-five (45) days of providing notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds pursuant to Section 4.04 hereof and provide the City with written notification of the transfer. (e) In the event of an extraordinary optional redemption of Bonds resulting from funds being deposited into the Redemption Fund pursuant to any provision of this Indenture, the Trustee, pursuant to a City Certificate, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified in such City Certificate, which shall be an amount equal to the principal amount of Bonds to be redeemed multiplied by the lesser of- (i) the amount required to be in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption. If after such transfer, and after applying investment earnings on the funds on deposit in the Redemption Fund toward payment of accrued interest, there are insufficient funds in the Redemption Fund to pay the principal amount plus accrued and unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed pursuant to this Section 6.07(e), the Trustee shall transfer an amount equal to the shortfall, or any additional amounts necessary to permit the Bonds to be redeemed in minimum principal amounts of $1,000, from the Delinquency and Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds. (f) Whenever, on any Interest Payment Date, the amount on deposit in the Principal and Interest Account of the Bond Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall transfer first, from the Delinquency and Prepayment Reserve Account of the Reserve Fund to the Principal and Interest Account of the Bond Fund and, second, from the Reserve Account of the Reserve Fund to the Principal and Interest Account of the Bond Fund the amounts necessary to cure such deficiency. In such event, notwithstanding anything to the contrary in Section 6.07(a) above, the Additional Interest shall be used to replenish first, the Reserve Account of the Reserve Fund and second, the Delinquency and Prepayment Reserve Account of the Reserve Fund. (g) If the City is required to make a withdrawal from the Reserve Account under this Indenture, the City shall promptly notify the provider of any Reserve Account Obligation of the necessity for such withdrawal, and shall make such withdrawal first from available cash or Investment Securities then on deposit in the Reserve Account, and next from a drawing under any Reserve Account Obligation to the extent of such deficiency. In the event there is a draw upon the Reserve Account Obligation, the City shall reimburse the provider of such Reserve Account Obligation for such draw from the Pledged Revenues and in accordance with the terms of any agreement pursuant to which a Reserve Account Obligation is used; provided, however, that such reimbursement from the Pledged Revenues shall be subordinate and junior in right to the Owner's right to the payment of principal of and interest on the then 36 Outstanding Bonds. (h) At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the Delinquency and Prepayment Reserve Account shall be transferred to the Principal and Interest Account of the Bond Fund and applied to the payment of the principal of the Bonds. (i) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account of the Reserve Fund is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account of the Reserve Fund the amount of such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest or Sinking Fund Installments. (j) If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal amount and interest due on all Outstanding Bonds on the next Interest Payment Date or date on which the Bonds may be optionally redeemed by the City at the Redemption Price, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Bonds on such date. (k) In the event the City is required to make a Reserve Account Obligation Payment, funds on deposit in the Reserve Account may be used for such purpose. Reimbursements to the provider, if any, of a Reserve Account Obligation shall constitute the making up of a deficiency in the Reserve Account to the extent that such reimbursements result in the reinstatement, in whole or in part, as the case may be, of the amount of the Reserve Account Obligation. (1) The City may at any time deposit, supplement, replace or substitute a Reserve Account Obligation for cash or Investment Securities on deposit in the Reserve Account or in substitution for or replacement of any existing Reserve Account Obligation, provided that the deposit, supplement, replacement or substitution of the Reserve Account Obligation will not, in and of itself, cause any ratings then assigned to the Bonds by any Rating Agency to be lowered. Section 6.08 Rebate Fund: Rebate Amount. (a) The Rebate Fund is to be held by the Trustee in accordance with the terms and provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due the United States Government in accordance with the Code. The Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds. (b) In order to assure that Rebatable Arbitrage is paid to the United States rather than to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and the Tax Certificate, as further set forth in a City Certificate sent to the Trustee. The Trustee may conclusively rely on such City Certificate as set forth in this Section and shall not be responsible for any loss or liability resulting from the investment of funds under this Section, but only so long as the Trustee follows such City Certificate in all respects. (c) The Trustee conclusively shall be deemed to have complied with the provisions of this Section and shall not be liable or responsible if it follows the written instructions contained 37 in the City Certificate and shall not be required to take any action under this Section in the absence of instructions from the City. (d) The first calculation to determine whether Rebatable Arbitrage is owed to the United States Government (each, a "Rebate Calculation") will be done on the date that is five years from the Delivery Date, and each subsequent Rebate Calculation will be done, at a minimum, (i) on the same date every five years thereafter and (ii) on the date the Bonds have been paid in full, either as a result of maturity or prior redemption. The City shall provide the Trustee with a City Certificate in connection with each Rebate Calculation made pursuant to this Section, and each City Certificate shall include a copy of the Rebate Calculation and shall state whether or not the City owes Rebatable Arbitrage to the United States Government. (e) In the event it is found, after a Rebate Calculation has been done pursuant to this Section, that the City owes Rebatable Arbitrage to the United States Government, the City shall direct the Trustee, pursuant to a City Certificate, to transfer to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed by the City. Such City Certificate shall specify the amount to be transferred and the Pledged Fund or Pledged Funds from which the funds shall be transferred. If the final Rebate Calculation shows that the City owes Rebatable Arbitrage to the United States Government, and there are insufficient funds in the Pledged Funds to pay such Rebatable Arbitrage, the Trustee shall notify the City of such insufficiency, and the City shall transfer to the Trustee an amount equal to such insufficiency for deposit into the Rebate Fund within five (5) Business Days of receiving notice from the Trustee. (f) If, on any date a Rebate Calculation is done, the amount on deposit in the Rebate Fund exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City Certificate, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund. Section 6.09 Administrative Fund. (a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to the Administrative Fund the portion of the Assessments and Annual Installments allocated to the payment of the Administrative Expenses and Delinquent Collection Costs, as set forth in the Service and Assessment Plan. (b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the other Funds and Accounts created and administered hereunder and used as directed by a City Certificate solely for the purposes set forth in the Service and Assessment Plan, including the payment of Administrative Expenses and Delinquent Collection Costs. The Administrative Fund shall not be part of the Trust Estate and shall not be security for the Bonds. Section 6.10 Investment of Funds. (a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by the Trustee in Investment Securities as directed by the City pursuant to a City Certificate filed with the Trustee; provided that all such deposits and investments shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper F-91 time or times. Money in the Reserve Fund shall be invested in such Investment Securities as directed by the City pursuant to a City Certificate filed with the Trustee, provided that the final maturity of any individual Investment Security shall not exceed 270 days and the average weighted maturity of any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such City Certificate shall be a certification, upon which the Trustee may conclusively rely without investigation or inquiry, that the investment directed therein constitutes an Investment Security and that such investments meet the maturity and average weighted maturity requirements set forth in the preceding sentence. Such investments shall be valued each year in terms of the Value of Investment Securities as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in the Funds and Accounts may be invested in common investments of the kind described above, or in a common pool of such investments which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold to prevent any default under this Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written or timely instructions, which may include direction by Electronic Means (as defined herein), with respect to investments of funds, the Trustee is hereby directed to invest and re -invest cash balances in Cavanal Hill Government Fund (A.PCW, CUSIP No. 14956P836 as standing instructions, and only so long as the money required to be expended from any Fund will be available at the proper time or times. (b) Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this Indenture for transfer of interest earnings and profits resulting from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Investment Securities as directed by the City in writing. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. The Trustee shall have no discretion for investing funds or advising any parties on investing funds, and the Trustee's only responsibility for investments shall be to follow the written instructions contained in a City Certificate. The Trustee shall not incur any liability for losses (including depreciation of value) arising from any investments or the sale of any investments made pursuant to this Section. The Trustee shall not be required to determine the suitability or legality of any investments. The Parties acknowledge that the Trustee is not providing investment supervision, recommendations, or advice. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited and otherwise as provided in this Indenture. 39 (e) By providing the City with access to its online portfolio system, the Trustee will furnish the City monthly cash transaction statements which include detail for all investment transactions made by the Trustee hereunder; and, unless the Trustee receives a written request or the City elects to receive monthly cash transaction statements, the Trustee is not required to provide brokerage confirmations so long as the Trustee is providing such online access. (f) In the event it is found, after a Rebate Calculation has been done pursuant to Section 6.08 hereof, that the City owes Rebatable Arbitrage to the United States Government, the City shall direct the Trustee, pursuant to a City Certificate, to transfer to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed by the City. The City Certificate shall specify the amount to the transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be transferred. (g) The Trustee may conclusively rely on any City Certificate stating that such an investment is authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, and will comply with the City's investment policy. Section 6.11 Security of Funds. All Funds or Accounts heretofore created, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds or Accounts shall be used only for the purposes and in the manner permitted or required by this Indenture. Article VII COVENANTS Section 7.01 Confirmation of Assessments. The City hereby confirms, covenants, and agrees that, in the Assessment Ordinances, it has levied the Assessments against the respective Parcels of Assessed Property from which the Pledged Revenues will be collected and received. Section 7.02 Collection and Enforcement of Assessments. (a) For so long as any Bonds are Outstanding, and/or amounts are due to the Developer to pay it for funds it has contributed to pay Actual Costs of the Funded Improvements in accordance with the applicable Reimbursement Agreement, the City covenants, agrees and warrants that it will take and pursue all actions permissible under Applicable Laws to cause the Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and, to the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the Assessments. (b) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent charges and 40 interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessment or the corresponding Parcel of Assessed Property. Furthermore, nothing shall obligate the City, the City Attorney, or any appropriate designee to undertake collection or foreclosure actions against delinquent accounts in violation of applicable state law, court order, or existing contractual provisions between the City and its appropriate collections enforcement designees. (c) The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs or Administrative Expenses in connection with its covenants and agreements under this Section or otherwise other than funds on deposit in the Administrative Fund. (d) To the extent permitted bylaw, notice of the Annual Installments shall be sent by, or on behalf of the City, to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City. Section 7.03 Against Encumbrances. (a) Other than Refunding Bonds issued to refund all or a portion of the Outstanding Bonds or Outstanding Refunding Bonds, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the Trust Estate, other than that specified in Section 9.06 of this Indenture, except the pledge created for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. (b) So long as Bonds are Outstanding hereunder, and except as set forth in Section 13.02 hereof, the City shall not issue any bonds, notes or other evidences of indebtedness other than the Bonds and Refunding Bonds issued to refund all or a portion of the Bonds secured by any pledge of or other lien or charge on the Trust Estate, other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. Section 7.04 Records, Accounts, Accounting Reports. The City hereby covenants and agrees that so long as any of the Bonds or any interest thereon remain outstanding and unpaid, and/or the obligation to the Developer to pay it for funds it has contributed to pay Actual Costs of the Funded Improvements in accordance with the applicable Reimbursement Agreement remain outstanding and unpaid, it will keep and maintain a proper and complete system of records and accounts pertaining to the Assessments. The Trustee and Owner or Owners of any Bonds or any duly authorized agent or agents of such Owners shall have the right, but not the responsibility or duty, at all reasonable times to inspect the project and all such records, accounts, and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized representative, as applicable, an opportunity to inspect such books and records relating to the Bonds during the City's regular business hours and on a mutually agreeable date not later than thirty days after the City receives such request. _ 41 Section 7.05 Covenants to Maintain Tax-Exempi_Status. (a) The City covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as an obligation described in section 103 of the Code, the interest on which is not includable in the "gross income" of the Owner for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (i) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Article or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (ii) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (iii) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (iv) to refrain from taking any action that would otherwise result in the Bonds being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (v) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (vi) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds, other than investment property acquired with — (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of refunding bonds, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds or refunding bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; 42 (vii) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (viii) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (ix) to pay to the United States of America at least once during each five-year period (beginning on the Delivery Date) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) In order to facilitate compliance with the above covenant (a)(ix), the Rebate Fund may be established by the City pursuant to Section 6.1 for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered Owner. The Rebate Fund would be established for the additional purpose of compliance with section 148 of the Code. (c) The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the Director of Finance to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for Funded Improvements on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Funded Improvements are completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings 43 must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the Delivery Date, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (c) The City covenants that the projects funded with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation unless the City obtains an opinion of nationally recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. Article VIII LIABILITY OF CITY (a) Neither the full faith and credit nor the general taxing power of the City is pledged to the payment of the Bonds, and, except for the Trust Estate, no City taxes, fee or revenues from any source are pledged to the payment of, or available to pay any portion of, the Bonds or any other obligations relating to the District. The City shall never be liable for any obligations relating to the Bonds or other obligations relating to the District, other than as specifically provided for in this Indenture. (b) The City shall not incur any responsibility in respect of the Bonds or this Indenture other than in -connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with the Bonds, or as to the existence of a default or Event of Default thereunder. (c) In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (d) No provision of this Indenture, the Bonds, the Assessment Ordinances, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale, delivery, or administration of the Bonds (the "Bond Documents"), shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Pledged Revenues and the Administrative Expenses) in the 44 performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. (e) Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City's failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PID Act. Any such claim shall be payable only from the Trust Estate. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds by mandamus or other proceeding at law or in equity. (f) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. (g) Whenever in the administration of its duties under this Indenture, the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. (h) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities. Article IX THE TRUSTEE Section 9.01 Trustee as Paying A e�istrar. The Trustee is hereby designated and agrees to act as Registrar and Paying Agent for and in respect to the Bonds. The Trustee hereby accepts and agrees to execute the respective trusts imposed iN upon it by this Indenture, but only upon the express terms and conditions, and subject to the provisions of this Indenture to all of which the parties hereto and the Owners of the Bonds agree. Section 9.02 Trustee Entitled to Indemnity. The Trustee shall be under no obligation to spend its own funds, to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement or exercise of any rights and powers hereunder, until it shall be indemnified, to the extent permitted by law, to its satisfaction against any and all costs and expenses, outlays, and counsel fees and other reasonable disbursements, and against all liability except as a consequence of its own negligence or willful misconduct. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as the Trustee, without indemnity, and in such case the Trustee may make transfers from the Pledged Revenue Fund or the Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in connection therewith and shall, to the extent permitted by law, be entitled to a preference therefor over any Bonds Outstanding hereunder. Section 9.03 Responsibilities of the Trustee. The Trustee accepts the trusts imposed upon it by this Indenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article, to all of which the parties hereto and the Owners agree. (a) Prior to the occurrence of an Event of Default of which the Trustee has been notified, and after the cure or waiver of all defaults or Events of Default which may have occurred, (i) the Trustee undertakes to perform only those duties and obligations which are set forth specifically in this Indenture, and no duties or obligations shall be implied to the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture. (b) In case an Event of Default has occurred and is continuing hereunder (of which the Trustee has been notified in writing, or is deemed to have notice), the Trustee shall exercise those rights and powers vested in it by this Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: .D (i) this subparagraph shall not be construed to affect the limitation of the Trustee's duties and obligations provided in Section 9.03(a)(i) or the Trustee's right to rely on the truth of statements and the correctness of opinions as provided in Section 9.05; (ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the controlling Owners relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. Whether or not therein expressly so provided, every provision of this Indenture or any other Bond Document relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article IX. (d) The recitals contained in this Indenture and in the Bonds shall be taken as the statements of the City and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of the offering documents, this Indenture, or the Bonds or with respect to the security afforded by this Indenture, or the technical or financial feasibility of the project, or the compliance of the project with the PID Act or the tax-exempt status of the Bonds, and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of Bonds for value; (ii) the application of the proceeds thereof, except to the extent that such proceeds are received by it in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance with this Indenture, except as to the application of any moneys paid to it in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v) undertaking any other action unless specifically authorized pursuant to written direction by the City or pursuant to this Indenture; or (vi) the use of Bond proceeds or sufficiency of said proceeds or cash flow to accomplish the intended objective of the financing. (e) The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture. (f) The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties under this Indenture, except for its own gross negligence or willful misconduct, both before and, after default by the City. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing or use of the Funded Improvements. (g) The Trustee (i) may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees (but shall be answerable therefor only in accordance with the standard specified above), (ii) shaIl be entitled to the advice of counsel concerning all matters of trusts hereof and duties hereunder, and (iii) may pay at the expense of the Owners of the Bonds reasonable compensation in all cases to all of those attorneys, 47 agents, receivers and employees reasonably employed by it in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the City) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice. (h) Except for its certificate of authentication on the Bonds, the Trustee shall not be responsible for: (i) the validity, priority, recording, re-recording, filing or re filing of this Indenture or any Supplemental Indenture, (ii) any instrument or document of further assurance or collateral assignment, (iii) the filing of any financing statements, amendments thereto or continuation statements, (iv) insurance of the Funded Improvements or collection of insurance money, (v) the validity of the execution by the City of this Indenture, any Supplemental Indenture or instruments or documents of further assurance, or (vi) the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby. (i) The Trustee shall not be accountable for the application by any Person of the proceeds of any Bonds authenticated or delivered hereunder. (j) Any action taken by the Trustee pursuant to this Indenture upon the direction, request, authority or consent of any Person who is the Owner of any Bonds at the time of making the request or giving the authority or consent, shall be conclusive and binding upon all future Owners of the same Bond and of Bonds issued in exchange therefor or in place thereof. (k) The Trustee shall not be required to take notice, and shall not be deemed to have notice, of any default or Event of Default, except Events of Default described in Section 11.01(a)(i), unless the Trustee shall be notified specifically of the default or Event of Default in a written instrument or document delivered to it by the City or by the Owners of more than 50% of the aggregate Outstanding principal amount of Bonds. In the absence of delivery of a notice satisfying those requirements, the Trustee may assume conclusively that there is no Event of Default, except as noted above. Notwithstanding the foregoing or anything to the contrary contained herein, no notice to the Trustee shall be deemed given to or received by the Trustee unless actually delivered to an officer of the Trustee having responsibility under this Indenture. (1) The Trustee shall not be required to give any bond or surety with respect to the execution of these trusts and powers or otherwise in respect of the premises. (m) Any resolution by the City, and any opinions, certificates and other instruments and documents for which provision is made in this Indenture, may be accepted by the Trustee, in 48 the absence of bad faith on its part, as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for its actions taken hereunder. (n) The Trustee shall be entitled to file proofs of claim in bankruptcy. Ordinary trustee and paying agent/registrar fees and expenses and extraordinary fees and expenses of the Trustee and the Paying Agent/Registrar incurred hereunder are intended to constitute administrative expenses in bankruptcy. (o) The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and rights to indemnification, together with the Trustee's right to compensation for trustee and paying agent/registrar services shall survive the Trustee's resignation or removal, the discharge of this Indenture, and final payment of the Bonds. (c� The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (r) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. (s) The Trustee shall not be responsible or liable for the environmental condition or any contamination of the Funded Improvements or any real property or improvements related thereto or for any diminution in value of the same as a result of any contamination by any hazardous substance, hazardous material, pollutant or contaminant. The Trustee shall not be liable for any claims by or on behalf of the Owners or any other person or entity arising from contamination by any hazardous substance, hazardous material, pollutant or contaminant, and shall have no duty or obligation to assess the environmental condition of the Funded Improvements or any real property or improvements related thereto or with respect to compliance thereof under state or federal laws pertaining to the transport, storage, treatment or disposal of, hazardous substances, hazardous materials, pollutants, or contaminants or regulations, permits or licenses issued under such laws. (t) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the City, or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. (u) In the event that any of the Trust Estate shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting such assets, the Trustee is hereby expressly authorized to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel 49 of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. (v) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility. (w) The Trustee shall have the right but not the obligation to act as directed by the Owners of at least a majority of the aggregate outstanding principal of the Bonds and shall not be liable in taking any action so directed if the Trustee acts in the absence of bad faith. Section 9.04 Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 9.05 Trustee Protected in Relying on Certain Documents. The Trustee may request and rely upon any order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant believed by the Trustee to be qualified in relation to the subject matter, and the Trustee shall be under no duty to make any investigation or inquiry into and shall not be deemed to have knowledge of any statements contained or matters referred to in any such instrument. The Trustee may consult with counsel, who may or may not be Bond Counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted to be taken by it in good faith and in accordance therewith. Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Certificate, unless other evidence in respect thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other 50 direction required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the City by the City Representative. The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except as expressly required in Section 9.13 herein. Section 9.06 Compensation. Unless otherwise provided by contract with the City, the Trustee shall transfer from the Administrative Fund, from time to time, reasonable compensation for all services rendered by it hereunder, including its services as Paying Agent/Registrar, together with all its reasonable expenses, charges, and other disbursements and those of its counsel, agents and employees, incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers and the performance of its duties hereunder, subject to any limit on the amount of such compensation or recovery of expenses or other charges as shall be prescribed by specific agreement, and the Trustee shall have a lien therefor on any and all funds at any time held by it in the Administrative Fund. The Trustee shall have the right to increase its fees as the cost of business dictates and as negotiated with the City. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur liability, financial or otherwise, in the performance of any of its duties or in the exercise of any of its rights or powers, if in the judgment of the Trustee there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. The Trustee shall not be required to make any disbursement of fiends until having collected funds. If the City shall fail to make any payment required by this Section, the Trustee may make such payment from any moneys in its possession in the Administrative Fund. in the event that the Trustee renders any service not contemplated in this Indenture, or if any material controversy arises hereunder, or the Trustee is made a party to any litigation pertaining to this Indenture or the subject matter hereof, then the Trustee shall be compensated for such extraordinary services and any services or work performed by Trustee in connection with any delay, controversy, litigation or event, and reimbursed for all costs and expenses, including reasonable attorneys' fees and expenses, occasioned by any such delay, controversy, litigation or event. Section 9.07 Permitted Acts. The Trustee and its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any Owner of Bonds may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, the City or any committee formed to protect the rights of Owners of Bonds or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Indenture, whether or not such committee shall represent the Owners of a majority in aggregate Outstanding principal amount of the Bonds. Section 9.08 Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than 30 days' notice, specifying the date when such resignation shall take effect, 51 to the City and each Owner of any Outstanding Bond. Such resignation shall take effect upon the appointment of a successor as provided in Section 9.10 and the acceptance of such appointment by such successor. Section 9.09 Removal of Trustee. The Trustee may be removed at any time by (i) the Owners of at least a majority of the aggregate Outstanding principal of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or by their attorneys -in -fact, duly authorized and delivered to the City, or (ii) so long as the City is not in default under this Indenture, the City. Copies of each such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the City or the Owners of not less than 10% of the aggregate outstanding principal of the Bonds. Section 9.10 Successor Trustee. (a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon become vacant. (b) If the position of Trustee shall become vacant for any of the foregoing reasons or for any other reason, a successor Trustee may be appointed within one year after any such vacancy shall have occurred by the Owners of at least a majority in aggregate Outstanding principal amount of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys -in -fact, duly authorized and delivered to such successor Trustee, with notification thereof being given to the predecessor Trustee and the City. (c) Until such successor Trustee shall have been appointed by the Owners of the Bonds, the City shall forthwith (and in no event in excess of 30 days after such vacancy occurs) appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds within 30 days after such appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently made by the Owners of Bonds. (d) If in a proper case no appointment of a successor Trustee shall be made within 30 days after the giving by any Trustee of any notice of resignation in accordance with Section 9.08 herein or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds may apply to any court of competent jurisdiction for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible for the costs of such appointment process. 52 (e) Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking association (i) having a capital and surplus and undivided profits aggregating at Least $50,000,000, if there be such a commercial bank or trust company or national banking association willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. (f) Each successor Trustee shall mail, in accordance with the provisions of the Bonds, notice of its appointment to the Trustee, any rating agency which, at the time of such appointment, is providing a rating on the Bonds and each of the Owners of the Bonds. Section 9.11 Transfer of Riahts and Pronertv to Successor Trustee. Any successor Trustee appointed under the provisions of Section 9.10 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts of such Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and shall pay over, assign, and deliver to such successor any moneys or other properties subject to the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and so far as may be authorized by law, shall be executed, acknowledged, and delivered by the City. Section 9.12 Merger, Conversion or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further act, deed or conveyance, provided that such corporation or association shall be a commercial bank or trust company or national banking association qualified to be a successor to such Trustee under the provisions of Section 9.10, or a trust company that is a wholly -owned subsidiary of any of the foregoing. Section 9.13 Trustee to File Continuation Statements. If necessary, pursuant to written direction by the City, the Trustee shall file or cause to be filed, such continuation statements as are delivered to the Trustee by the City, or on behalf of the City, and which may be required by the Texas Uniform Commercial Code, as from time to time in effect (the "UCC"), in order to continue perfection of the security interest of the Trustee in such items of tangible or intangible personal property and any fixtures as may have been granted to the Trustee 53 pursuant to this Indenture in the time, place and manner required by the UCC. Section 9.14 Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the Bonds. Permissive rights of the Trustee are not to be construed as duties. Article X MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 10.01 Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds, or with the written consent without a meeting, of the Owners of not less than a majority in aggregate of the principal amount of the Bonds then Outstanding, and the City's approval of such modification or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, (ii) permit the creation by the City of any pledge or lien upon the Trust Estate superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by Applicable Laws and this Indenture), or (iii) reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Trustee without its written consent. (b) This Indenture and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted by Iaw and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding Bonds in any material respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture, and that shall not adversely affect the rights of the Owners of the Bonds; (iv) to set forth additional provisions, if deemed necessary or advisable, in connection with the 54 issuance of Refunding Bonds permitted under the terms of this Indenture; and (v) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. (c) Any modification or amendment made pursuant to this paragraph shall not be subject to the notice procedures specified in Section 10.03 below. (d) Notwithstanding the above, no Supplemental Indenture under this Section shall be effective unless the City first delivers to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted by and in compliance with this Indenture and will not adversely affect the (i) interests of the Owners in any material respect, or (ii) exclusion of interest on any Bond from gross income for purposes of federal income taxation. Section 10.02 Owners' Meetinas. The City may at any time call a meeting of the Owners of the Bonds. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting. Section 10.03 Procedure for Amendment with Written Consent of Owners. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.01 herein, to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, shall be mailed by first-class mail, by the Trustee to each Owner of Bonds from whom consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. (b) Such Supplemental Indenture shall not become effective unless there shall be filed with the Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter in this Section provided and the City has delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment is permitted and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 11.06 herein. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in substance that the Supplemental Indenture has been consented to by the Owners of the required 55 percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the papers required by this Section 10.03 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of ninety (90) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such ninety -day period. Section 10.04 Procedure for Amendment Not Requiring Owner Consent. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.01, to take effect when and as provided in this Section. The City shall direct the Trustee to provide a copy of such Supplemental Indenture, together with a notice stating that the Supplemental Indenture does not require Owner consent, mailed by first class mail to each Owner of Bonds, but failure to mail copies of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its mailing of such notice. A record, consisting of the papers required by this Section 10.04, shall be proof of the matters therein stated until the contrary is proved. (b) The Supplemental Indenture shall become effective upon the execution and delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all Bonds as of the date of such execution and delivery. Section 10.05 Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners of Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.06 Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the designated office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed, and 56 delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the designated office of the Trustee without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 10.07 Amendatory Endorsement of Bonds. The provisions of this Article shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds. Section 10.08 Waiver of Defaul With the written consent of the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, the Owners may waive compliance by the City with certain past defaults under this Indenture and their consequences. Any such consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.09 Execution of Supplemental Indenture. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into such Supplemental Indenture which affects the Trustee's own rights, duties and immunities under this Indenture. Article XI DEFAULT AND REMEDIES Section 11.01 Events of Default. (a) Each of the following occurrences or events shall be and is hereby declared to be an "Event of Default," to wit: (i) The failure of the City to deposit the Pledged Revenues to the Bond Pledged Revenue Account of the Pledged Revenue Fund; (ii) The failure of the City to enforce the collection of the Assessments including the prosecution of foreclosure proceedings; (iii) The failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable and such failure is not remedied within thirty (30) days; provided, however, that the payments are to be made only from Pledged Revenues or other funds currently available in the Pledged Funds and available to the City to make the payments; and (iv) Default in the performance or observance of any covenant, agreement or obligation of the City under this Indenture, other than a default under (iii) above, and the continuation thereof 57 for a period of ninety (90) days after written notice specifying such default and requiring same to be remedied shall have been given to the City by the Trustee, which may give such notice in its discretion and which shall give such notice at the written request of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, if the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City shall be entitled to a further extension of time reasonably necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and is diligently pursued until such failure is corrected, but in no event for a period of time of more than one hundred eighty (180) days after such notice. (b) Nothing in Section 11.01(a) will bean Event of Default if it is in violation of any applicable state law or court order. Section 11.02 Immediate Remedies for Default. (a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.01, the Trustee may, and at the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding and its receipt of indemnity satisfactory to it, shall proceed against the City for the purpose of protecting and enforcing the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction; provided, however, that no action for money damages against the City may be sought or shall be permitted. (b) THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to all Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds due under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Certificate, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail to deliver to the Trustee such City Certificate, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such selection, liquidation or sale. (d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate and as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee may make and 58 deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the judgment of the Trustee, proper for the purpose which may be designated in such request. Section 11.03 Restriction on Owner's Action. (a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing, (ii) such default has become an Event of Default and the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee indemnity as provided in Section 9.02 herein, (iv) the Trustee has for ninety (90) days after such notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent with such written request has been given to the Trustee during such 90-day period by the Owners of a majority of the aggregate principal amount of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set forth above shall, at the option of the Trustee, be conditions precedent to the execution of the powers and trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond issued hereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the Bonds. (c) In case the Trustee or any Owners shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. M9 Section 11.04 Application of Revenues and Other Moneys After Default. (a) All moneys, securities, funds, Pledged Revenues and other assets of the Trust Estate and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made by the Trustee, and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.02 hereof, shall be applied by the Trustee, to the payment of interest and principal or Redemption Price then due on Bonds, as follows: FIRST: To the payment to the Owners entitled thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds, or Redemption Price of any Bonds which shall have become due, whether at maturity or by call for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference. Within ten (10) days of receipt of such good and available funds, the Trustee may fix a record and payment date for any payment to be made to Owners pursuant to this Section 11.04. (b) In the event funds are not adequate to cure any of the Events of Default described in Section 11.01, the available funds shall be allocated to the Bonds that are Outstanding in proportion to the quantity of Bonds that are currently due and in default under the terms of this Indenture. (c) The restoration of the City to its prior position after any and all defaults have been cured, as provided in Section 11.03, shall not extend to or affect any subsequent default under this Indenture or impair any right consequent thereon. Section 11.05 Effect of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as often as may be deemed expedient. Section 11.06 Evidence of Ownershi of Bonds. (a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners of Bonds may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by M their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, or the holding by any Person of the Bonds shall be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made in the following manner: (i) The fact and date of the execution of such instruments by any Owner of Bonds or the duly appointed attorney authorized -to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority. (ii) The ownership of Bonds and the amount, numbers and other identification and date of holding the same shall be proved by the Register. (b) Except as otherwise provided in this Indenture with respect to revocation of a consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered to be done by the City or the Trustee in accordance therewith. Section 11.07 No Acceleration. In the event of the occurrence of an Event of Default under Section 11.01 hereof, the right of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly denied. Section 11.08 Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first-class, postage prepaid, only to each Owner at the address appearing upon the Register. Section 11.09 Exclusion of Bonds. Bonds owned or held by or for the account of the City will not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Indenture, and the City shall not be entitled with respect to such Bonds to give any consent or take any other action provided for in this Indenture. Article XII GENERAL COVENANTS AND REPRESENTATIONS Section 12.01 Representations as to Trust Estate. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and 61 issue the Bonds, to execute and deliver this Indenture and to pledge the Trust Estate in the manner and to the extent provided in this Indenture, and that the Trust Estate are and will be and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under this Indenture against all claims and demands of all Persons whomsoever. (c) Subject to Section 7.02(c), City will take all steps reasonably necessary and appropriate, and will provide written direction to the Trustee to take all steps reasonably necessary and appropriate, to collect all delinquencies in the collection of the Assessments and any other amounts pledged to the payment of the Bonds to the fullest extent permitted by the PID Act and other Applicable Laws. Section 12.02 Accounts. Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not Iess than 10% in principal amount of any Bonds then Outstanding or their representatives duly authorized in writing. Section 12.03 General. The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture. Article XIII SPECIAL COVENANTS Section 13.01 Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, conveyances, transfers, and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Indenture. Section 13.02 Additional Obligations or Other Liens. (a) The City reserves the right, subject to the provisions contained in this Section 13.02, to issue Additional Obligations under other indentures, assessment ordinances, or similar agreements 62 or other obligations which do not constitute or create a lien on the Trust Estate and are not payable from the Pledged Revenues. (b) The City will not create or voluntarily permit to be created any debt, lien or charge on the Trust Estate, and will not do or omit to do or suffer to be or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the priority hereof might or could be lost or impaired; provided, however, that (a) the City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State of Texas, and (b) the City reserves the right to issue bonds or other obligations secured by and payable from Pledged Revenues, so long as such pledge is subordinate to the pledge of Pledged Revenues securing payment of the Bonds. (c) Notwithstanding anything to the contrary herein no Refunding Bonds or subordinate obligations described by Section 13.02(b) above may be issued by the City unless: (1) the principal (including any principal amounts to be redeemed on a mandatory sinking fund redemption date) of such Refunding Bonds or subordinate obligations are scheduled to mature on September 1 of the years in which principal is scheduled to mature and (2) the interest on such Refunding Bonds or subordinate obligations must be scheduled to be paid on March 1 and September I of the years in which interest is scheduled to be paid. Section 13.03 Books of Record. (a) The City shall cause to be kept full and proper books of record and accounts, in which full, true and proper entries will be made of all dealings, business and affairs of the City, which relate to the Trust Estate and the Bonds. (b) The Trustee shall have no responsibility with respect to the financial and other information received by it pursuant to this Section 13.03 except to receive and retain same, subject to the Trustee's document retention policies, and to distribute the same in accordance with the provisions of this Indenture. Specifically, but without limitation, the Trustee shall have no duty to review such information, is not considered to have notice of the contents of such information or a default based on such contents, and has no duty to verify the accuracy of such information. Article XIV PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE Section 14.01 Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds secured hereby are fully paid or provision is made for their payment as provided in this Article. Section 14.02 Satisfaction of Indenture. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners, principal of and interest on all of the Bonds, at the times and in the manner stipulated in this Indenture, 31 and all amounts due and owing with respect to the Bonds have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners of such Bonds, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents as it may have evidencing that principal of and interest on all of the Bonds has been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall pay over or deliver all moneys held by it in the in Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the City. Section 14.03 Bonds Deemed Paid. All Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof be deemed to have been paid and to no longer be deemed Outstanding if (i) in case any such Bonds are to be redeemed on any date prior to their Stated Maturity, the Trustee shall have given notice of redemption on said date as provided herein, (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Defeasance Securities the principal of and the interest on which when due will provide moneys which, together with any moneys deposited with the Trustee for such purpose, shall be sufficient to pay when due the principal of and interest on of the Bonds to become due on such Bonds on and prior to the redemption date or maturity date thereof, as the case may be, and (iii) if the Bonds are then rated, the Trustee shall have received written confirmation from each rating agency then publishing a rating on such Bonds that such deposit will not result in the reduction or withdrawal of the rating on such Bonds. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall, be reinvested in Defeasance Securities as directed in writing by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities. Article XV MISCELLANEOUS Section 15.01 Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. This Indenture and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written. Section 15.02 Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 15.03 Execution of Documents and Proof of Ownership by Owners. (a) Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys duly appointed in writing. (b) Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration, or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. (c) Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number, and date of holding the same shall be proved by the Register. (d) Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith. Section 15.04 No Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent, or employee from the performance of any official duty provided by law. Section 15.05 Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided in this Indenture, all notices or other instruments required or permitted under this Indenture, including any City Certificate, shall be in writing and shall be delivered by hand, mailed by first- class mail, postage prepaid, or transmitted by facsimile or e-mail and addressed as follows: If to the City: City of Fort Worth, Texas 200 Texas Street Fort Worth, Texas 76102 Attn: City Manager Telephone: (817) 392-1234 City of Fort Worth, Texas 200 Texas Street Fort Worth, Texas 76102 W Attn: City Attorney Telephone: (817) 392-1234 City of Fort Worth, Texas 200 Texas Street Fort Worth, Texas 76102 Attn: CFO 1 Director of Financial Management Services Telephone: (817) 392-1234 If to the Trustee or the Paying BOKF, NA Agent/Registrar: Attention: Rachel Roy 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Any such notice, demand, or request may also be transmitted to the appropriate parry by telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. Any of such addresses may be changed at any time upon written notice of such change given to the other party by the party effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business Days after the date of dispatch; notices and consents given by any other means shall be deemed to have been given when received. (b) The Trustee shall mail to each Owner of a Bond notice of (i) any substitution of the Trustee; or (ii) the redemption or defeasance of all Bonds Outstanding. (c) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Indenture and delivered using Electronic Means ("Electronic Means" means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Trustee Instructions using Electronic Means and the Trustee elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and the City, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the City. The Trustee shall not be liable for any «el losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections -and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Section 15.06 Partial Invalidi If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.07 AM)licable Laws. This Indenture shall be governed by and enforced in accordance with the laws of the State of Texas applicable to contracts made and performed in the State of Texas. Venue and exclusive jurisdiction for any action to enforce or construe this Indenture shall be a state court of competent jurisdiction in Tarrant County, Texas. Section 15.08 Pavment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section 15.09 Reimbursement Agreements. The City and the Developer may amend and supplement the Reimbursement Agreements from time to time without the consent or the approval of the Owners or the Trustee, except that no such amendment or supplement shall modify any of the rights or obligations of the Trustee without its written consent, or modify any of the rights or obligations of the Owners unless there shall be filed with the Trustee the written consents of the Owners to such amendment or supplement. 67 Section 15.10 Counterparts. This Indenture may be executed in counterparts, each of which shall be deemed an original. The parties hereto agree that the transactions described herein may be conducted and related documents may be sent, received, and stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 15.11 Verifications of Statutory Representations and Covenants. (a) The Trustee makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended (the "Government Code"), in entering into this Indenture. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Trustee within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of this Indenture shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Indenture, notwithstanding anything in this Indenture to the contrary. (1) Not a Sanctioned Company. The Trustee represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Trustee and each of its parent company, wholly- or majority - owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to -be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (2) No Boycott of Israel. The Trustee hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Indenture. As used in the foregoing verification, "boycott Israel' has the meaning provided in Section 2271.001, Government Code. (3) No Discrimination Against Firearm Entities. The Trustee hereby verifies that it and its parent company, wholly- or maj ority-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 Indenture. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (4) No Boycott of Energy Companies. The Trustee 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 Indenture. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. 68 Section 15.12 Municipal Bond Insurance and Reserve Fund Surety Polio The Bonds shall be insured by a municipal bond insurance policy and the Reserve Account Requirement will be partially funded with a Reserve Account Obligation (reserve account surety policy) (the "Policies") issued by Build America Mutual Assurance Company. The provisions relating to the Policies are set forth in Exhibit C attached hereto, and such provisions are incorporated herein by reference. [remainder of page left blank intentionally] rl IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to be executed all as of the date hereof. ATTEST: City Secretary (City Seal) CITY OF FORT WORTH, TEXAS City Manager BOKF, NA, as Trustee I: Authorized Officer Signature Page to Indenture of Trust EXHIBIT A (a) Form of Bond. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. Registered No. United States of America State of Texas Registered CITY OF FORT WORTH, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCHIQUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT) INTEREST RATE MATURITY DATE DATE OF DELIVERY CUSIP NUMBER 20_ The City of Fort Worth, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate, to or registered assigns, on the Maturity Date, as specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Date of Delivery, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on September 1 and March 1 of each year, commencing March 1, 2025, until maturity or prior redemption. Capitalized terms appearing herein that are defined terms in the Indenture defined below, have the meanings assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. A-1 The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of BOKF, NA, as trustee and paying agent/registrar (the "Trustee", which term includes any successor trustee under the Indenture), or, with respect to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the fifteenth day of the month next preceding such Interest Payment Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the designation specified in its title (herein referred to as the "Bonds"), dated July 1, 2024 and issued in the aggregate principal amount of $18,186,000 and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of July 1, 2024 (the "Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Actual Costs of the Funded Improvements, (ii) funding the Reserve Fund for payment of principal and interest on the Bonds, and (iii) paying costs of issuance of the Bonds. The Bonds are special, limited obligations of the City payable solely from the Trust Estate as defined in the Indenture. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture. A-2 In the Indenture, the City has reserved the right to issue Refunding Bonds payable from and secured by a first lien on, security interest in, and pledge of the Trust Estate. Notwithstanding any provision hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in Authorized Denominations, subject to the provisions of the Indenture authorizing redemption in denominations of $5,000 and any multiple of $1,000 in excess thereof. The Term Bonds are subject to sinking fund redemption prior to their stated maturity and will be redeemed by the City in part at a price equal to the principal amount thereof plus accrued and unpaid interest thereon to the date set for redemption from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the Indenture, on the dates and in the Sinking Fund Installment amounts as set forth in the following schedule: Term Bonds Maturing September 1, 2036 Redemption Date Sinking Fund (September 1) Installment 2035 919,000 2036* 959,000 * maturity Term Bonds Maturing September 1, 2039 Redemption Date Sinking Fund (September 1) Installment ($) 2037 1,002,000 2038 1,047,000 2039* 1,094,000 * maturity Term Bonds Maturing September 1, 2041 Redemption Date Sinking Fund (September 1) Installment ($) 2040 1,142,000 2041* 1,196,000 * maturity A-3 Term Bonds Maturing September 1, 2044 Redemption Date Sinking Fund (September 1) _ Installment ($) ^1,251,000 2042 2043 1,319,000 2044* 1,390,000 maturity At least forty-five (45) days prior to each mandatory sinking fund redemption date, and subject to any prior reduction authorized by the Indenture, the Trustee shall select for redemption, pursuant to the provisions of the Indenture, a principal amount of Term Bonds of such maturity equal to the Sinking Fund Installments of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in the Indenture. The principal amount of Term Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such maturity which, at least 45 days prior to the mandatory sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Term 'Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. The principal amount of Term Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced on a pro rata basis among Sinking Fund Installments by the principal amount of any Bonds which, at least 45 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption and not previously credited to a sinking fund redemption. The City reserves the right and option to redeem Bonds maturing on or after September 1, 2032, before their respective scheduled maturity dates, in whole or in part, on any date on or after September 1, 2031, such redemption date or dates to be fixed by the City, at the Redemption Price of par plus accrued interest to the date of redemption. The Bonds are subject to extraordinary optional redemption prior to maturity, in whole or in part, on any date, at a redemption price equal to the principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption from amounts on deposit in the Redemption Fund, as a result of Prepayments or any other transfers to the Redemption Fund under the terms of the Indenture. If less than all of the Bonds are called for optional redemption, the Trustee shall rely on directions provided in a City Certificate in selecting the Bonds to be redeemed. If less than all of the Bonds are called for extraordinary optional redemption, the Bonds or portion of a Bond, as applicable, to be .redeemed shall be selected on a pro rata basis among all Outstanding Bonds. At least 45 days prior to the required notice mailing date provided below, unless a shorter period shall be acceptable to the Trustee, the City shall provide written notice of its intention to conduct an optional redemption of the Bonds. Upon written notification by the City to the Trustee of the exercise of any redemption, the Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed, and any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the redemption price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not satisfied and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds, and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed. The City has the right to rescind any optional redemption or extraordinary optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available and deposited with the Trustee on the Business Day prior to the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the City and the rights of the Owners of the Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions permitting the Owners of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf of the Owners of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent or waiver by the Owner of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such Owner and upon all future Owners thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as A-5 is acceptable to the Trustee, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY OF FORT WORTH, TEXAS, THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation. IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be executed under the official seal of the City. City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas A-7 Mayor, City of Fort Worth, Texas (SEAL) (b) Form of Comptroller's Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond: REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this [SEAL] A-8 Comptroller of Public Accounts of the State of Texas (c) Form of Certificate of Trustee. CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within mentioned Indenture. DARTED: A-9 BOKF, NA, as Trustee Authorized Signatory (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name and address, including zip code, of Transferee.) (Social Security or other identifying number: the within Bond and all rights hereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed by: Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee. (e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this Exhibit A, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity Date as specified above, the sum of DOLLARS" shall be deleted and the following will be inserted: "on September 1 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: A-10 Years Principal Amount Interest Rates" (Information to be inserted from Section 3.02(a)(iii) hereof); and (iii) the Initial Bond shall be numbered T-1. (d) Form of Statement of Insurance. The following statement of insurance shall appear on the Initial Bond and on the definitive bonds: Build America Mutual Assurance Company ("BAM"), New York, New York, has delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled payments due of principal of and interest on this Bond to BOKF, NA, a national banking association, or its successor, as paying agent for the Bonds (the "Trustee"). Said Policy is on file and available for inspection at the principal office of the Trustee and a copy thereof may be obtained from BAM or the Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. By its purchase of these Bonds, the owner acknowledges and consents (i) to the subrogation and all other rights of BAM as more fully set forth in the Policy and (ii) that upon the occurrence and continuance of a default or an event of default under the Indenture or this Bond, BAM shall be deemed to be the sole owner of the Bonds for all purposes and shall be entitled to control and direct the enforcement of all rights and remedies granted to the owners of the Bonds or the trustee, paying agent, registrar or similar agent for the benefit of such owners under the Indenture, at law or in equity. A-11 EXHIBIT B Certificate for Payment CERTIFICATE FOR PAYMENT FORM The undersigned is an agent for the Developer (the "Developer") under the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #[l, 2 or 3] Reimbursement Agreement (the "Reimbursement Agreement") and requests payment from the Improvement Area #[1, 2 or 3] Bond Improvement Account from the City of Fort Worth, Texas (the "City") in the amount of S for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Improvement Area #[l, 2 or 3] Funded Improvements related to the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District"). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture related to the "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas 41-3 Project) (the "Indenture"). In connection to the above referenced payment, the Developer represents and warrants to the City as follows: I . The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certification for Payment Form on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced Funded Improvements has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The amount listed for the Funded Improvements below is a true and accurate representation of the Actual Costs associated with the creation, acquisition, or construction of said Improvement Area #[l, 2 or 3] Funded Improvements, and such costs (i) are in compliance with the Reimbursement Agreement, and (ii) are consistent with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Reimbursement Agreement, Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #[1, 2 or 3] Reimbursement Agreement, the Service and Assessment Plan, the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #[l, 2 or 3] Majority Landowner Agreement, and the Master Reimbursement Agreement for Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (collectively, the "District Agreements"). I: 5. All conditions set forth in the Indenture and the District Agreements, as applicable, for the payment hereby requested have been satisfied. 6. If payment is made directly to the Developer, the Developer confirms that the payments listed on the Developer's summary attached to this certificate have been, or will be, timely made to the vendor or vendors shown on such summary and related supporting documents. 7. The Developer has timely paid all ad valorem taxes and annual installments of special assessments it owes or an entity the Developer controls owes, located in the District and has no outstanding delinquencies for such taxes or assessments. 8. The work with respect to the Improvement Area 4[1, 2 or 3] Funded Improvements referenced below (or its completed segment) has been completed, and the City has inspected such Improvement Area #[1, 2 or 3] Funded Improvements (or its completed segment). 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. No more than ninety percent (90%) of the budgeted or contracted hard costs for major improvements or any phase of Improvement Area #[1, 2 or 3] Funded Improvements identified may be paid until the work with respect to such Improvement Area #[1, 2 or 3] Funded Improvement (or segment) has been completed and the City has inspected AND accepted such Improvement Area #[1, 2 or 3] Funded Improvement (or segment). One hundred percent (100%) of soft costs (e.g., engineering costs, inspection fees and the like) may be paid prior to City acceptance of such Improvement Area #[1, 2.or 3] Funded Improvement (or segment). IM Payments requested are as follows: a. $ to: DEVELOPER/ASSIGNEE PAYMENT DETAILS ABA #: CREDIT: ACCT #: Improvement Area #[1, 2 or 3] Funded Improvement: Amount to be paid from Improvement Area #[1, 2 or 3] Bond Improvement Account Total Cost of Improvements Paid TOTAL Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the Reimbursement Agreement, after receiving this payment request, the City is authorized to inspect the Improvement Area #[1, 2 or 3] Funded Improvements (or completed segment) and confirm that said work has been completed in accordance with approved plans and all applicable governmental laws, rules, and regulations. I hereby declare that the above representations and warranties are true and correct. DEVELOPER [REQUESTING DEVELOPER ENTITY]: Date: APPROVAL OF REQUEST BY CITY The City is in receipt of the attached Certification for Payment, acknowledges the Certification for Payment, acknowledges that the Improvement Area #[l, 2 or 3] Funded Improvements (or its completed segment) covered by the certificate have been inspected and accepted by the City, and otherwise finds the Certification for Payment to be in order. After reviewing the Certification for Payment, the City approves the Certification for Payment and shall include said payments in the City Certificate submitted to the Trustee directing payments to be made from the Improvement Area #[1, 2 or 3] Bond Improvement Account to the Developer or to any person designated by theDeveloper. CITY OF FORT WORTH, TEXAS Name: Title: Date: IM EXHIBIT C Municipal Bond Insurance and Reserve Fund Surety Provisions Municipal Bond Insurance Provisions 1) Notice and Other Information to be given to BAM. The City will provide BAM with all notices and other information it is obligated to provide (i) under its Continuing Disclosure Agreement and (ii) to the holders of Insured Obligations or the Trustee under the Security Documents. The notice address of BAM is: Build America Mutual Assurance Company, 200 Liberty Street, 271h Floor, New York, NY 10281, Attention: Surveillance, Re: Policy No. , Telephone: (212) 235-2500, Telecopier: (212) 962-1710, Email: notices@buildamerica.com. In each case in which notice or other communication refers to an event of default or a claim on the Policy, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel at the same address and at claims@buildamerica.com or at Telecopier: (212) 962-1524 and shall be marked to indicate "URGENT MATERIAL ENCLOSED." 2) Defeasance. The investments in the defeasance escrow relating to Insured Obligation shall be limited to non -callable, direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, or as otherwise maybe authorized under State law and approved by BAM. At least (three) 3 Business Days prior to any defeasance with respect to the Insured Obligations, the City shall deliver to BAM draft copies of an escrow agreement, an opinion of bond counsel regarding the validity and enforceability of the escrow agreement and the defeasance of the Insured Obligations and a verification report (a "Verification Report"). Such opinion and Verification Report shall be addressed to BAM and shall be in form and substance satisfactory to BAM. In addition, the escrow agreement shall provide that: a) Any substitution of securities following the execution and delivery of the escrow agreement shall require the delivery of a Verification Report, an opinion of bond counsel that such substitution will not adversely affect the exclusion (if interest on the Insured Obligations is excludable) from gross income of the holders of the Insured Obligations of the interest on the Insured Obligations for federal income tax purposes and the prior written consent of BAM, which consent will not be unreasonably withheld. b) The City will not exercise any prior optional redemption of Insured Obligations secured by the escrow agreement or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (ii) as a condition to any such redemption there shall be provided to BAM a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following any such redemption. C-1 c) The City shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of BAM. 3) Trustee and Paying Agent. a) BAM shall receive prior written notice of any name change of the trustee (the "Trustee") or, if applicable, the paying agent (the "Paying Agent") for the Insured Obligations or the resignation or removal of the Trustee or, if applicable, the Paying Agent. Any Trustee must be (A) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, (B) a state -chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets, or (C) otherwise approved by BAM in writing. b) No removal, resignation or termination of the Trustee or, if applicable, the Paying Agent shall take effect until a successor, meeting the requirements above or acceptable to BAM, shall be qualified and appointed. 4) Amendments, Supplements and Consents. BAM's prior written consent is required for all amendments and supplements to the Security Documents, with the exceptions noted below. The City shall send copies of any such amendments or supplements to BAM and the rating agencies which have assigned a rating to the Insured Obligations. a) Consent of BAM. Any amendments or supplements to the Security Documents shall require the prior written consent of BAM with the exception of amendments or supplements: i. To cure any ambiguity or formal defect or omissions or to correct any inconsistent provisions in the transaction documents or in any supplement thereto, or ii. To grant or confer upon the holders of the Insured Obligations any additional rights, remedies, powers, authority or security that may Iawfully be granted to or conferred upon the holders of the Insured Obligations, or iii. To add to the conditions, limitations and restrictions on the issuance of bonds or other obligations under the provisions of the Security Documents other conditions, limitations and restrictions thereafter to be observed, or iv. To add to the covenants and agreements of the City in the Security Documents other covenants and agreements thereafter to be observed by the City or to surrender any right or power therein reserved to or conferred upon the City. V. To issue additional parity debt in accordance with the requirements set forth in the Security Documents (unless otherwise specified herein). b) Consent of BAM in Addition to Bondholder Consent. Whenever any Security Document requires the consent of holders of Insured Obligations, BAM's consent shall also be required. In addition, any amendment, supplement, modification to, or waiver of, any of the Security C-2 Documents that adversely affects the rights or interests of BAM shall be subject to the prior written consent of BAM. c) Consent of BAM in the Event of Insolvency. Any reorganization or liquidation plan with respect to the City must be acceptable to BAM. The Trustee and each owner of the Insured Obligations hereby appoint BAM as their agent and attorney -in -fact with respect to the Insured Obligations and agree that BAM may at any time during the continuation of any proceeding by or against the City under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee and each owner of the Insured Obligations delegate and assign to BAM, to the fullest extent permitted by law, the rights of the Trustee and each owner of the Insured Obligations with respect to the Insured Obligations in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding.. d) Control by BAM Upon Default. Anything in the Security Documents to the contrary notwithstanding, upon the occurrence and continuance of a default or an event of default, BAM shall be entitled to control and direct the enforcement of all rights and remedies granted to the holders of the Insured Obligations or the Trustee or Paying Agent for the benefit of the holders of the Insured Obligations under any Security Document. No default or event of default may be waived without BAM's written consent. e) Consent of BAMfor acceleration. BAM's prior written consent is required as a condition precedent to and in all instances of acceleration. f) BAM as Owner. Upon the occurrence and continuance of a default or an event of default, BAM shall be deemed to be the sole owner of the Insured Obligations for all purposes under the Security Documents, including, without limitations, for purposes of exercising remedies and approving amendments. g) Grace Period for Payment Defaults. No grace period shall be permitted for payment defaults on the Insured Obligations. No grace period for a covenant default shall exceed 30 days without the prior written consent of BAM. h) Special Provisions for Insurer Default. If an Insurer Default shall occur and be continuing, then, notwithstanding anything in paragraphs 4(a)-(e) above to the contrary, (1) if at any time prior to or following an Insurer Default, BAM has made payment under the Policy, to the extent of such payment BAM shall be treated like any other holder of the Insured Obligations for all purposes, including giving of consents, and (2) if BAM has not made any payment under the Policy, BAM shall have no further consent rights until the particular Insurer Default is no longer continuing or BAM makes a payment under the Policy, in which event, the C-3 foregoing clause (1) shall control. For purposes of this paragraph, "Insurer Default" means: (A) BAM has failed to make any payment under the Policy when due and owing in accordance with its terms; or (B) BAM shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take action for the purpose of effecting any of the foregoing; or (C) any state or federal agency or instrumentality shall order the suspension of payments on the Policy or shall obtain an order or grant approval for the rehabilitation, liquidation, conservation or dissolution of BAM (including without limitation under the New York Insurance Law). 5) Loan/Lease/Financing Agreement. a) The security for the Insured Obligations shall include a pledge and assignment of any agreement with any underlying obligor that is a source of payment for the Insured Obligations (a "Financing Agreement") and a default under any Financing Agreement shall constitute an Event of Default under the Security Documents. In accordance with the foregoing, any such Financing Agreement is hereby pledged and assigned to the Trustee for the benefit of the holders of the Insured Obligations. b) Any payments by the City under the Financing Agreement that will be applied to the payment of debt service on the Insured Obligations shall be made directly to the Trustee at least fifteen (15) days prior to each debt service payment date for the Insured Obligations. 6) BAM As Third Party Beneficiar . BAM is recognized as and shall be deemed to be a third party beneficiary of the Security Documents and may enforce the provisions of the Security Documents as if it were a party thereto. 7) Payment Procedure Under the Policy. In the event that principal and/or interest due on the Insured Obligations shall be paid by BAM pursuant to the Policy, the Insured Obligations shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the City, the assignment and pledge of the trust estate and all covenants, agreements and other obligations of the City to the registered owners shall continue to exist and shall run to the benefit of BAM, and BAM shall be subrogated to the rights of such registered owners including, without limitation, any rights that such owners may have in respect of securities law violations arising from the offer and sale of the Insured Obligations. In the event that on the second (2"d) business day prior to any payment date on the Insured Obligations, the Paying Agent or Trustee has not received sufficient moneys to pay all principal of and interest on the Insured Obligations due on such payment date, the Paying Agent or Trustee shall immediately notify BAM or its designee on the same business day by telephone or electronic C1E! mail, of the amount of the deficiency. If any deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent or Trustee shall so notify BAM or its designee. In addition, if the Paying Agent or Trustee has notice that any holder of the Insured Obligations has been required to disgorge payments of principal of or interest on the Insured Obligations pursuant to a final, non -appealable order by a court of competent jurisdiction that such payment constitutes an avoidable preference to such holder within the meaning of any applicable bankruptcy law, then the Paying Agent or Trustee shall notify BAM or its designee of such fact by telephone or electronic mail, or by overnight or other delivery service as to which a delivery receipt is signed by a person authorized to accept delivery on behalf of BAM. The Paying Agent or Trustee shall irrevocably be designated, appointed, directed and authorized to act as attorney -in -fact for holders of the Insured Obligations as follows: a) If there is a deficiency in amounts required to pay interest and/or principal on the Insured Obligations, the Paying Agent or Trustee shall (i) execute and deliver to BAM, in form satisfactory to BAM, an instrument appointing BAM as agent and attorney -in -fact for such holders of the Insured Obligations in any legal proceeding related to the payment and assignment to BAM of the claims for interest on the Insured Obligations, (ii) receive as designee of the respective holders (and not as Paying Agent) in accordance with the tenor of the Policy payment from BAM with respect to the claims for interest so assigned, (iii) segregate all such payments in a separate account (the "BAM Policy Payment Account") to only be used to make scheduled payments of principal of and interest on the Insured Obligation, and (iv) disburse the same to such respective holders; and b) If there is a deficiency in amounts required to pay principal of the Insured Obligations, the Paying Agent or Trustee shall (i) execute and deliver to BAM, in form satisfactory to BAM, an instrument appointing BAM as agent and attorney -in -fact for such holder of the Insured Obligations in any legal proceeding related to the payment of such principal and an assignment to BAM of the Insured Obligations surrendered to BAM, (ii) receive as designee of the respective holders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefore from BAM, (iii) segregate all such payments in the BAM Policy Payment Account to only be used to make scheduled payments of principal of and interest on the Insured Obligation, and (iv) disburse the same to such holders. The Trustee shall designate any portion of payment of principal on Insured Obligations paid by BAM, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Insured ,Obligations registered to the then current holder, whether DTC or its nominee or otherwise, and shall 'issue a replacement Insured Obligation to BAM, registered in the name directed by BAM, in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or issue any replacement Insured Obligation shall have no effect on the amount of principal or interest payable by the City on any Insured Obligation or the subrogation or assignment rights of BAM. Payments with respect to claims for interest on and principal of Insured Obligations disbursed by the low Paying Agent or Trustee from proceeds of the Policy shall not be considered to discharge the obligation of the City with respect to such Insured Obligations, and BAM shall become the owner of such unpaid Insured Obligations and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of the preceding paragraphs or otherwise. The Security Documents shall not be discharged or terminated unless all amounts due or to become due to BAM have been paid in full or duly provided for. Irrespective of whether any such assignment is executed and delivered, the City and the Paying Agent and Trustee agree for the benefit of BAM that: a) They recognize that to the extent BAM makes payments directly or indirectly (e.g., by paying through the Paying Agent or Trustee), on account of principal of or interest on the Insured Obligations, BAM will be subrogated to the rights of such holders to receive the amount of such principal and interest from the City, with interest thereon, as provided and solely from the sources stated in the Security Documents and the Insured Obligations; and b) They will accordingly pay to BAM the amount of such principal and interest, with interest thereon as provided in the transaction documents and the Insured Obligations, but only from the sources and in the manner provided therein for the payment of principal of and interest on the Insured Obligations to holders, and will otherwise treat BAM as the owner of such rights to the amount of such principal and interest. 8) Additional Payments. To the extent permitted by law, the City agrees unconditionally that it will pay or reimburse BAM on demand any and all reasonable charges, fees, costs, losses, liabilities and expenses that BAM may pay or incur, including, but not limited to, fees and expenses of BAM's agents, attorneys, accountants, consultants, appraisers and auditors and reasonable costs of investigations, in connection with the administration (including waivers and consents, if any), enforcement, defense, exercise or preservation of any rights and remedies in respect of the Security Documents ("Administrative Costs"); provided, however, that any such obligation to pay or reimburse BAM any Administrative Costs is subject to annual appropriation of the City and to the extent permitted by law. For purposes of the foregoing, costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of BAM spent in connection with the actions described in the preceding sentence. The City agrees that failure to pay any Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount at the Late Payment Rate, compounded semi-annually, from the date that payment is first due to BAM until the date BAM is paid in full. Notwithstanding anything herein to the contrary, the City agrees to pay to BAM (i) a sum equal to the total of all amounts paid by BAM under the Policy ("BAM Policy Payment"); and (ii) to the extent permitted by law, interest on such BAM Policy Payments from the date paid by BAM until payment thereof in full by the City, payable to BAM at the Late Payment Rate per annum (collectively, "BAM Reimbursement Amounts") compounded semi-annually. Notwithstanding anything to the contrary, including without limitation the post default application of revenue provisions, BAM Reimbursement Amounts shall be, and the City hereby covenants and agrees that the BAM Reimbursement Amounts are, payable from and secured by a lien on and pledge of the same revenues and other collateral pledged to the Insured Obligations on a parity with debt service due on the Insured Obligations. Wei 9) Debt Service Reserve Fund. The prior written consent of BAM shall be a condition precedent to the deposit of any credit instrument provided in lieu of a .cash deposit into the Debt Service Reserve Fund, if any. Amounts on deposit in the Debt Service Reserve Fund shall be applied solely to the payment of debt service due on the Insured Obligations. 10) Exercise of Rights by BAM. The rights granted to BAM under the Security Documents to request, consent to or direct any action are rights granted to BAM in consideration of its issuance of the Policy. Any exercise by BAM of such rights is merely an exercise of the BAM's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the holders of the Insured Obligations and such action does not evidence any position of BAM, affirmative or negative, as to whether the consent of the holders of the Insured Obligations or any other person is required in addition to the consent of BAM. 11) BAM shall be entitled to pay principal or interest on the Insured Obligations that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the City (as such terms are defined in the Policy) and any amounts due on the Insured Obligations as a result of acceleration of the maturity thereof in accordance with the Security Documents, whether or not BAM has received a claim upon the Policy. 12) No contract shall be entered into or any action taken by which the rights of BAM or security for or source of payment of the Insured Obligations may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of BAM. 13) Definitions. "BAM" shall mean Build America Mutual Assurance Company, or any successor thereto. "Insured Obligations" shall mean the " City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)" "City" shall mean the City of Fort Worth, Texas. "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A., at its principal office in The City of New York, New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank, N.A.) plus 5%, and (ii) the then applicable highest rate of interest on the Insured Obligations and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. In the event JPMorgan Chase Bank, N.A., ceases to announce its Prime Rate, the Prime Rate shall be the prime or base lending rate of such other bank, banking association or trust company as BAM, in its sole and absolute discretion, shall designate. Interest at the Late Payment Rate on any amount owing to BAM shall be computed on the basis of the actual number of days elapsed in a year of 360 days. "Policy" shall mean the Municipal Bond Insurance Policy issued by BAM that guarantees the scheduled payment of principal of and interest on the Insured Obligations when due. C-7 "Security Documents" shall mean the resolution, trust agreement, indenture, ordinance, loan agreement, lease agreement, bond, note, certificate and/or any additional or supplemental document executed in connection with the Insured Obligations. C-S Reserve Fund Surety Policy Provisions With respect to the Municipal Bond Debt Service Reserve Insurance Policy, notwithstanding an yfing to the contrary set forth in the Security Documents, the City and the Trustee agree to comply with the following rovisions: (a) The City shall repay Build America Mutual Assurance Company ("BAM" or "Bond Insurer") any draws under the Municipal Bond Debt Service Reserve Insurance Policy (the "Reserve Policy") and pay all related reasonable charges, fees, costs, losses, liabilities and expenses ("Policy Expenses") that the Bond Insurer may pay or incur. Interest shall accrue and be payable on such draws and Policy Expenses from the date of payment by the Bond Insurer at the Late Payment Rate. "Late Payment Rate" means the lesser of (A) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such changes are announced by JPMorgan Chase Bank) plus 5%, and (ii) the then applicable highest rate of interest on the Insured Obligations, and (B) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, the Prime Rate shall be the publicly announced prime or base -lending rate of such national bank, banking association or trust company bank as the Bond Insurer in its sole and absolute discretion shall specify. Repayment of draws and payment of Policy Expenses and interest accrued thereon at the Late Payment Rate (collectively, the "Policy Costs") shall commence in the first month following each draw and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. Amounts in respect of Policy Costs paid to the Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Bond Insurer on account of principal due, the coverage under the Reserve Policy will be reinstated by a like amount, subject to the terms of the Reserve Policy. All cash and investments in the Reserve Account established for the Bonds shall be transferred to the Principal and Interest Account for payment of the debt service on the Insured Obligations before any drawing may be made on the Reserve Policy or Reserve Account Obligation. Payment of any Policy Cost shall be made prior to replenishment of any cash amounts. Draws on all Reserve Account Obligation (including the Reserve Policy) on which there is available coverage shall be made on a pro-rata basis (calculated by reference to the available coverage under each such Reserve Account Requirement) after applying all available cash and investments in the Reserve Account. Payment of Policy Costs and reimbursement of amounts with respect to other Reserve Account Requirements shall be made on a pro-rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, NU "available coverage" means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. (b) Draws on the Reserve Policy may only be used to make payments on the Insured Obligations (and for the avoidance of doubt, not any other obligations of the City, whether issued on parity with the Insured Obligations, or otherwise). (c) If the City shall fail to pay any Policy Costs in accordance with the requirements of paragraph (a) above, the Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under the Security Documents other than (i) acceleration of the maturity of the Insured Obligations, or (ii) remedies which would adversely affect owners of the Insured Obligations. (d) The Security Documents shall not be discharged until all Policy Costs owing to the Bond Insurer shall have been paid in full. The City's obligation to pay such amounts shall expressly survive payment in full of the Insured Obligations. (e) In order to secure the City's payment obligations with respect to the Policy Costs, there is hereby granted and perfected in favor of the Bond Insurer a security interest (subordinate only to that of the owners of the Insured Obligations) in all revenues and collateral pledged as security for the Insured Obligations. (f) The Trustee shall ascertain the necessity for a claim upon the Reserve Policy in accordance with the provisions of paragraph (a) hereof and shall provide notice to the Bond Insurer in accordance with the terms of the Reserve Policy at Ieast five business days prior to each date upon which interest or principal is due on the Insured Obligations. Where deposits are required to be made by the City with the Trustee to the debt service fund for the Insured Obligations more often than semi-annually, the Trustee or Paying Agent shall give notice to the Bond Insurer of any failure of the City to make timely payment in full of such deposits within two business days of the date due. (g) The Reserve Policy shall expire on the earlier of the date the Insured Obligations are no longer outstanding and the final maturity date of the Insured Obligations. (h) Policy Costs due and owing shall be included in debt service requirements for purposes of calculation of the additional bonds test and the rate covenant in the Security Documents. (i) Definitions. "Insured Obligations" shall mean the Bonds. "Security Documents" shall mean the Indenture, and/or any additional or supplemental document executed in connection with the Insured Obligations. C-10 Exhibit B BOND PURCHASE AGREEMENT $18,1.86,000 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO.16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT) BOND PURCHASE AGREEMENT June 11, 2024 City of Fort Worth, Texas 100 Fort Worth Trail Fort Worth, Texas 76102 Ladies and Gentlemen: The undersigned, FMSbonds, Inc. (the "Underwriter"), offers to enter into this Bond Purchase Agreement (this "Agreement") with the City of Fort Worth, Texas (the "City"), which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the City. This offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (as defined herein) between the City and BOKF, NA, as trustee (the "Trustee"), authorizing the issuance of the Bonds (as defined herein), and in the Limited Offering Memorandum (as defined herein). 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $18,186,000.00 aggregate principal amount of the "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)" (the "Bonds"), at a purchase price of $18,174,340.56 (representing the aggregate principal amount of the Bonds, plus a net premium of $533,920.56, and less an Underwriter's discount of $545,580.00). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a "municipal advisor" (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement 4141-5650-0277,6 is an arm's length commercial transaction between the City and the Underwriter, (ii) in connection with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board ("MSRB"), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of bond proceeds and the construction of the Improvement Areas #1-3 Funded Improvements financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City. The Bonds shall be dated July 1, 2024, and shall have the maturities and redemption features, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on July 9, 2024 (or such other date as may be agreed to by the City and the Underwriter) (the "Closing Date"). 2. Authorization Instruments and Law. The Bonds were authorized by an ordinance enacted by the City Council of the City (the "City Council") on June 11, 2024 (the "Bond Ordinance") and shall be issued pursuant to the provisions of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended (the "Act"), and the Indenture of Trust, dated as of June 1, 2024, between the City and the Trustee, authorizing the issuance of the Bonds (the "Indenture"). The Bonds shall be substantially in the form described in, and shall be secured under the provisions of, the Indenture. The Bonds and interest thereon shall be secured by a pledge of and lien upon the Trust Estate (as deemed in the Indenture) consisting primarily of revenue from proceeds of (i) special assessments (the "Improvement Area #1 Assessments") levied against assessable property (the "Improvement Area 41 Assessed Property") located within Improvement Area #1 of the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District") pursuant to an ordinance adopted by the City Council on May 2, 2017 (the "IA #1 Assessment Ordinance"), (ii) special assessments (the "Improvement Area #2 Assessments") levied against assessable property (the "Improvement Area #2 Assessed Property") located within Improvement Area 42 of the District pursuant to a separate ordinance adopted by the City Council on September 1, 2020 (the "IA #2 Assessment Ordinance"), and (iii) special assessments (the "Improvement Area #3 Assessments" and, together with the Improvement Area #1 Assessments and the Improvement Area #2 Assessments, the "Assessments") levied against assessable property (the "Improvement Area #3 Assessed Property" and, together with the Improvement Area #1 Assessed Property and the Improvement Area #2 Assessed Property, the 0 4141-5650-0277.6 "Assessed Property") located within Improvement Area #3 of the District pursuant to a separate ordinance adopted by the City Council on September 27, 2022 (the "IA 43 Assessment Ordinance" and, together with the IA # 1 Assessment Ordinance and the IA #2 Assessment Ordinance, the "Assessment Ordinances"). The District was established by a resolution (the "Creation Resolution" and, together with the Indenture, the Bond Ordinance and the Assessment Ordinances, the "Authorizing Documents"), enacted by the City Council on September 27, 2016, in accordance with the Act. The Assessments were levied in accordance with a service and assessment plan adopted by the City Council on May 2, 2017 (the "Original Service and Assessment Plan"), as such Original Service and Assessment Plan was updated on August 16, 2018, August 20, 2019, August 18, 2020, September 1, 2020, August 24, 2021, September 27, 2022 and August 22, 2023, and as further updated for the Bonds on .Tune 11, 2024 (as updated, amended and supplemented from time to time, the "Service and Assessment Plan") pursuant to the Bond Ordinance. The Bonds shall be further secured by certain applicable funds and accounts created pursuant to the Indenture. The Bonds shall be as described in Schedule I attached hereto, the Indenture, and the Limited Offering Memorandum. The proceeds of the Bonds shall be used for (i) paying a portion of the Actual Costs of the Funded Improvements, (ii) funding the Reserve Fund for payment of principal of and interest on the Bonds, and (iii) paying the costs of issuing the Bonds. 3. Initial Offering. The Underwriter agrees to make an initial offering of all of the Bonds in accordance with Section 4 hereof and to limit the initial offering of the Bonds to persons that qualify as "Accredited Investors" (as defined in Rule 501 of Regulation D under the Securities Act (as defined herein)) or "Qualified Institutional Buyers" (as defined in Rule 144A under the Securities Act). On or before the third (3rd) Business Day prior to the Closing Date, the Underwriter shall execute and deliver to Bond Counsel (as defined herein) the Issue Price Certificate (as defined herein), in substantially the form attached hereto as Appendix B. 4. Establishment of Issue Price. Notwithstanding any provision of this Agreement to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply: a. Definitions. For purposes of this Section 4, the following definitions apply: (i) "Public" means any person (including an individual, trust, estate, partnership, association, company or corporation) other than a Participating Underwriter or a Related Parry to a Participating Underwriter. (ii) "Participating Underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public). 4141-5650-0277.6 (iii) "Related Party" means any two or more persons who are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another) or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interest or profits interest of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (iv) "Sale Date" means the date of execution of this Agreement by all parties. b. Issue Price Certificate. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and to execute and deliver to the City at least five (5) Business Days prior to Closing an Issue Price Certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel (as defined herein), to accurately reflect, as applicable, the initial offering price (the "Initial Offering Price") or prices or the sales price or prices to the Public of the Bonds. As applicable, all actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City's financial advisor and any notice or report to be provided to the City may be provided to the City's financial advisor. C. Substantial Amount Test. The City will treat the Initial Offering Price at which at Ieast ten percent (a "Substantial Amount") in principal amount of each maturity of the Bonds is sold to the Public as of the Sale Date (the "Substantial Amount Test") as the issue price of that maturity (or each separate CUSIP number within that maturity). Those maturities of the Bonds which do not satisfy the Substantial Amount Test (the "Hold -the -Price Maturities") will be identified in the Issue Price Certificate and will be subject to the Hold -the -Price Restriction (as hereinafter defined). At or promptly after the execution of this Agreement, the Underwriter will report to the City the price or prices at which the Underwriter has offered and sold to the Public each maturity of the Bonds. d. Hold -The -Price Restriction. The Underwriter agrees that it will neither offer nor sell any of the Hold -the -Price Maturities to any person at a price that is higher than the applicable Initial Offering Price for such maturity during the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth Business Day after the Sale Date or (ii) the date on which the Underwriter has sold a Substantial Amount of such Hold -the -Price Maturity to the Public at a price that is no higher than the Initial Offering Price of such Hold -the -Price Maturity (the "Hold -the -Price Restriction"). The 4 4141-565M277.6 Initial Offering Price of the Hold -the -Price Maturities shall be the issue price for such maturities. The Underwriter shall promptly advise the City when the Underwriter has sold a Substantial Amount of each such Hold -The -Price Maturity to the Public at a price that is no higher than the applicable Initial Offering Price of such Hold -The -Price Maturity, if that occurs prior to the close of the fifth Business Day after the Sale Date. The City acknowledges that, in making the representation set forth in this subparagraph (4), the Underwriter will rely on (A) the agreement of each Participating Underwriter to comply with the Hold -the -Price Restriction, as set forth in an agreement among underwriters and the related pricing wires, (B) in the event a selling group has been created in connection with the sale of the Bonds to the Public, the agreement of each dealer who is a member of the selling group to comply with the Hold -the -Price Restriction, as set forth in a selling group agreement and the related pricing wires, and (C) in the event that a Participating Underwriter is a party to a third -party distribution agreement that was employed in connection with the sale of the Bonds, the agreement of each such underwriter, dealer or broker -dealer that is a party to such agreement to comply with the Hold -the -Price Restriction, as set forth in the third -party distribution agreement and the related pricing wires. The City further acknowledges that each Participating Underwriter will be solely liable for its failure to comply with its agreement regarding the Hold -the -Price Restriction and that no Participating Underwriter will be liable for the failure of any other Participating Underwriter to comply with its corresponding agreement regarding the Hold -the -Price Restriction as applicable to the Bonds. e. Agreements Among Participating Underwriters. The Underwriter confirms that (i) any agreement among underwriters, any selling group agreement and each third -party distribution agreement to which the Underwriter is a party relating to the initial sale of the Bonds to the Public, together with related pricing wires, contains or will contain language obligating each Participating Underwriter, each dealer who is a member of any selling group, and each broker -dealer that is a party to any such third - party distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the unsold Bonds of each maturity allocated to it until it is notified by the Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the Public, (B) comply with the Hold -the -Price Restriction, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the relating pricing wires, and (C) acknowledge that, unless otherwise advised by the Participating Underwriter, the Underwriter will assume that based on such agreement each order submitted by the underwriter, dealer or broker -dealer is a sale to the Public; and (ii) any agreement among underwriters relating to the initial sale of the Bonds to the Public, together with related pricing wires, contains or will contain Ianguage obligating each Participating Underwriter that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the Public to require each underwriter or broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the Public the unsold Bonds of each maturity allotted to it until it is notified by the S 4141-5650-0277.6 Underwriter or the applicable Participating Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the Public and (B) comply with the Hold -the -Price Restriction, if applicable, in each case if and for so long as directed by the Underwriter or the applicable Participating Underwriter and as set forth in the relating pricing wires. f. Sale to Related Party not a Sale to the Public. The Underwriter acknowledges that sales of any Bonds to any person that is a Related Party to the Underwriter do not constitute sales to the Public for purposes of this Section. If a Related Party to the Underwriter purchases during the initial offering period all of a Hold -The -Price Maturity, the related Participating Underwriter will notify the Underwriter and will take steps to confirm in writing that such Related Party will either (i) hold such Bonds for its own account, without present intention to sell, reoffer or otherwise dispose of such Bonds for at least five Business Days from the Sale Date, or (ii) comply with the Hold -The -Price Restriction. 5. Limited Offering Memorandum. a. Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering Memorandum for the Bonds dated May 30, 2024, (the "Preliminary Limited Offering Memorandum"), in a "designated electronic format," as defined in the MSRB Rule G-32 ("Rule G-32"). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (as more particularly defined below, the "Limited Offering Memorandum") which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended ("Rule 15c2-12"), (iii) in a "designated electronic format," and (iv) substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to the Underwriter before the execution hereof, except for the inclusion of the information permitted to be excluded from the Preliminary Limited Offering Memorandum by Section (b)(1) of Rule 150-12. The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are collectively referred to herein as the "Limited Offering Memorandum." Until the Limited Offering Memorandum has been prepared and is available for distribution, the City shall provide to the Underwriter, upon request, sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter reasonably deems necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer. b. Preliminary Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter in connection with the initial limited public offering, sale, and distribution of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has been deemed final by the City as of its date, except for the 6 4141-5650-0277.6 omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12. C. Use of Limited Offering Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein contained to be used by the Underwriter in connection with the initial limited public offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with the initial limited public offering of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City's acceptance of this Agreement (but, in any event, not later than the earlier of the Closing Date or seven (7) Business Days after the City's acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a "designated electronic format" consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. d. Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the twenty-fifth (25th) day after the "end of the underwriting period" for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City will notify the Underwriter promptly (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City will forthwith prepare and furnish, at no expense to the Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City in accordance herewith, the City makes no representations with respect to the following information (collectively, the "Non -City Disclosures") (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York ("DTC"), or its 7 4141-5650-0277.6 book -entry -only system, and (ii) the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any maps included therein or under the captions "PLAN OF FINANCE — Development Plan," "— Status of Development" and "— Single -Family Residential Development in Improvement Areas #1-3," "LIMITATIONS APPLICABLE TO INITIAL PURCHASERS," `BOOK - ENTRY ONLY SYSTEM," "OVERLAPPING TAXES AND DEBT — Homeowners' Association," "THE DEVELOPMENT," "THE DEVELOPER," "THE PID ADMINISTRATOR," `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Areas #1-3 Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer," information provided by Build America Mutual Assurance Company (the "Bond Insurer") under the caption therein titled `BOND INSURANCE" or its municipal bond insurance policy or its debt service reserve fund surety policy, "CONTINUING DISCLOSURE -- The Developer" and "— The Developer's Compliance with Prior Undertakings," "INFORMATION RELATING TO THE TRUSTEE," "SOURCES OF INFORMATION — Developer," "APPENDIX E-2," and "APPENDIX G" If such notification shall be subsequent to the Closing (as defined herein), the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a "designated electronic format" consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB. e. Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access system within one (1) Business Day after receipt but no later than the Closing Date. Unless otherwise'notifed in writing by the Underwriter, the City can assume that the "end of the underwriting period" for purposes of Rule 15c2-12 is the Closing Date. 6. City Representations, Warranties and Covenants. The City represents, warrants and covenants that: a. Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the "State', and has, and at the Closing Date will have, full legal right, power and authority: (i) to enter into and perform its duties and obligations under: (1) this Agreement; (2) the Indenture; (3) the Master Reimbursement Agreement for Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley), 4141-5650-0277.6 effective as of July 17, 2017 (the "Master Reimbursement Agreement"), executed and delivered by the City, Walsh Ranches Limited Partnership, a Texas limited partnership ("Walsh Ranches LP") and Quail Valley Devco I, LLC, a Texas limited liability company ("Quail Valley I"); (4) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #1 Reimbursement Agreement, effective as of May 2, 2017 (the "Improvement Area #1 Reimbursement Agreement"), executed and delivered by the City, Walsh Ranches LP and Quail Valley I; (5) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas 42 Reimbursement Agreement, effective as of September 1, 2020 (the "Improvement Area #2 Reimbursement Agreement"), executed and delivered by the City, Walsh Ranches LP and Quail Valley Devco II, LLC, a Texas limited liability company ("Quail Valley II"); (6) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #3 Reimbursement Agreement, effective as of June 18, 2023 (the "Improvement Area #3 Reimbursement Agreement" and, together with the Improvement Area #1 Reimbursement Agreement and the Improvement Area #2 Reimbursement Agreement, the "Improvement Areas #1-3 Reimbursement Agreements"), executed and delivered by the City, Quail Valley Devco III, LLC, a Texas limited liability company ("Quail Valley III") and Quail Valley Devco VLO, LLC, a Texas limited liability company ("Quail Valley VLO" and, together with Quail Valley 1, Quail Valley II, and Quail Valley III, the "Developer"); (7) the Economic Development Agreement for Walsh Ranch dated as of May 6, 2003 (as amended, the "Development Agreement") executed and delivered by the City, Walsh Ranches LP, the Walsh Children's Trusts, the Walsh Grandchildren's Trusts and F. Howard Walsh, Jr; (8) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Majority Landowner Agreement dated as of May 2, 2017, among the City, Quail Valley I and Walsh Ranches LP (the "Improvement Area #1 Landowner Agreement"); (9) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #2 Majority Landowner Agreement dated as of September 1, 2020, among the City, Quail Valley II and Walsh Ranches LP (the "Improvement Area #2 Landowner Agreement"); E 4141-5650-0277.6 (10) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #1 Majority Landowner Agreement dated as of June 18, 2023, among the City, Quail Valley III and Quail Valley VLO (the "Improvement Area 43 Landowner Agreement" and, together with the Improvement Area #1 Landowner Agreement and the Improvement Area #2 Landowner Agreement, the "Landowner Agreements"); and (11) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of June 1, 2024 (the "Continuing Disclosure Agreement of Issuer"), executed and delivered by the City, MuniCap, Inc. (the "PID Administrator") and PFM Financial Advisors LLC, as dissemination agent. (ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out and consummate the transactions on its part described in (1) Authorizing Documents, (2) this Agreement, (3) the Master Reimbursement Agreement, (4) the Improvement Areas #1-3 Reimbursement Agreements, (5) the Development Agreement, (6) the Landowner Agreements, (7) the Continuing Disclosure Agreement of Issuer, and (8) the Limited Offering Memorandum (the documents described by subclauses (1) through (8) being referred to collectively herein as the "City Documents"). (iv) Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded, except as may have been approved by the Underwriter. When validly executed and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors' rights generally. The City has complied, and will at the Closing be in compliance, in all material respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents. b. Due Authorization for Issuance of the Bonds. The City has duly authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the Act. The City has, and at the Closing will have, full legal right, power and authority (i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture, the Bond Ordinance, the Act, and as provided 10 4141-5650-0277.6 herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the Bond Ordinance and the other City Documents. C. No Breach or Default. As of the time of acceptance hereof, and to its knowledge, the City is not, and as of the Closing Date the City will not be, in breach of or in default in any material respect under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument related to the Bonds and to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have a material adverse effect on the City's ability to perform its obligations under the Bonds or the City Documents; and, as of such times, the authorization, execution and delivery of the Bonds and the City Documents and compliance by the City with the obligations on its part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a breach of or default in any material respect under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any portion of the Trust Estate or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents. d. No Litigation. At the time of acceptance hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an "Action") pending against the City with respect to which the City has been served with process, nor to the knowledge of the City is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold their respective positions, (ii) in any way questions the formation or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged to pay the principal of and interest on the Bonds, (iv) in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City described therein, or (v) contests the exclusion of the interest on the Bonds from federal income taxation, which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City's knowledge, there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature described in clauses (i) through (v) of this sentence. e. Bonds Issued Pursuant to Indenture. The City represents that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the 11 4141-5650-0277.6 City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of the lien on and pledge of the Trust Estate. The Indenture creates a valid lien on and pledge of the Trust Estate pursuant to the Indenture to the extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. f. Assessments. The payment of the Bonds is secured by the Trust Estate, consisting primarily of revenue derived from the Assessments. The Assessments have been levied by the City in accordance with the Assessment Ordinances and the Act on those parcels of land identified in the Assessment Rolls (as defined in the Service and Assessment Plan). According to the Act, such Assessments constitute a valid and legally binding first and prior lien against the properties assessed, superior to all other liens and claims, except liens or claims for state, county, school district, or municipal ad valorem taxes. g. Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection with the City Documents have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction. h. Public Debt. Prior to the Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a lien on and pledge of the Trust Estate which secures the Bonds without the prior approval of the Underwriter. i. Preliminary Limited Offering Memorandum. The information contained in the Preliminary Limited Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non -City Disclosures. j. Limited OfferingMemorand_um. At the time of the City's acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to Section 5(d) of this Agreement) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the "end of the underwriting period," the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in 12 4141-5650-0277.6 the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to the Non -City Disclosures; and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then -current form shall be conclusively deemed to be complete and correct in all material respects. k. Supplements or Amendments to Limited Offering_ Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 5 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the "end of the underwriting period," the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the Iight of the circumstances under which they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then - current form shall be conclusively deemed to be complete and correct in all material respects. 1. Compliance with Rule 15c2-12. During the past five (5) years, the City has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum. in. Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. n. Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the City of any notification 13 4141-5650-0277.6 with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. o. Certificates of the City. Any certificate signed by any official of the City authorized to do so in connection with the transactions described in this Agreement shall be deemed a representation and/or warranty, as applicable in the legal context, by the City to the Underwriter as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein. ' P. Intentional Actions Regarding Representations and Warranties. The City covenants that between the date hereof and the Closing Date it will not intentionally take actions which will cause the representations and warranties made in this Section to be untrue as of the Closing Date. q. Financial Advisor. The City has engaged PFM Financial Advisors LLC and Tijerina Financial Consulting LLC as its co -financial advisor (collectively, the "Co - Financial Advisor") in connection with its offering and issuance of the Bonds. By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the representations, warranties and covenants set forth above. 7. Developer Letter of Representations. At the signing of this Agreement, the City and Underwriter shall receive from the Developer an executed Developer Letter of Representations (the "Developer Letter of Representations") in the form of Appendix A hereto, and, on the Closing Date, a certificate signed by the Developer as set forth in Section 10(e) hereof (the "Developer Closing Certificate"). 8. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time or on such earlier or later Business Day as shall have been mutually agreed upon by the City and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its "FAST" System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents hereinafter mentioned to Kelly, Hart & Hallman LLP and McCalI, Parkhurst & Horton L.L.P., (collectively, "Co -Bond Counsel"), or a place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the "Closing." The Bonds will be made available to the Underwriter or Underwriter's Counsel (as defined herein) for inspection not less than twenty-four (24) hours prior to the Closing. 9. Underwriter's Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations and covenants herein and in the Developer Letter of Representations and the performance by the City of its obligations under this Agreement, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations 14 4141-5650-0277.6 under this Agreement to purchase, accept delivery of, and pay for the Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions: a. Bring -Down Representations of the City. The representations and covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and at the time of the Closing, as if made on the Closing Date. b. Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full force and effect such other resolutions or actions of the City as, in the opinion of Co - Bond Counsel and Underwriter's Counsel, shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and effect such other resolutions or actions of the Developer as, in the opinions of Williams Anderson Ryan & Carroll LLP ("Developer's Corporate Counsel") and Haynes and Boone, LLP and Shupe Ventura, PLLC (collectively, "Developer's Special Counsel"), shall be necessary on or prior to the CIosing Date in connection with the transactions on the part of the Developer described in the Developer Letter of Representations, the Master Reimbursement Agreement, the Improvement Areas #1-3 Reimbursement Agreements, the Development Agreement, the Landowner Agreements and the Continuing Disclosure Agreement of Developer with respect to the Bonds, dated as of June 1, 2024, executed and delivered by Quail Valley III, Quail Valley VLO, the PID Administrator, and the Dissemination Agent (the "Continuing Disclosure Agreement of Developer" and, together with the Developer Letter of Representation, the Master Reimbursement Agreement, the Improvement Areas #1-3 Reimbursement Agreements, the Development Agreement, and the Landowner Agreements, the "Developer Documents"); and (v) the City shall perform or have performed its obligations required or specified in the City Documents to be performed at or prior to Closing. C. No Default. At the time of the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time or giving of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents or other documents relating to the financing and construction of the Improvement Areas #1-3 Authorized Improvements and the Development and the Developer shall not be in default in the payment of principal of or interest on any of its indebtedness which default shall materially adversely impact the ability of the Developer to pay the Assessments when due or complete the Improvement Areas #1-3 Authorized Improvements. d. CIosing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 10 below. 15 4141-5650-0277.6 e. Termination Events. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Agreement without liability therefor by written notification to the City if, between the date of this Agreement and the Closing, in the Underwriter's reasonable judgment, any of the following shall have occurred: (i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following: (1) legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either House thereof, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice, or otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision by a court of the United States or the Tax Court of the United States shall be rendered or a ruling, regulation, or official statement (final, temporary, or proposed) by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to be derived by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof, and which in either case, makes it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to proceed with the offer, sale, or delivery of the Bonds on the terms and in the manner described in the Limited Offering Memorandum; or (2) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in violation or would be in violation of, or that obligations of the general character of the Bonds or the Bonds are not 16 4141-5650-0277.6 exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect (the "Securities Act"), or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the "Trust Indenture Act"); or (3) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; provided, however that such suspension in trading or any disruption in securities settlement, payment or clearance service is not in force on the date hereof; or (4) there shall have occurred (whether or not foreseeable) (i) any outbreak of hostilities (including, without limitation, an act of terrorism) including, but not limited to, an escalation of hostilities that existed prior to the date hereof, (ii) national or international calamity or crisis, including, but not limited to, an escalation in the scope or magnitude of any pandemic or natural disaster, or (iii) material financial crisis or adverse change in the financial or economic conditions affecting the United States government or the securities markets in the United States, and the effect of any such event on the financial markets of the United States shall be such as would make it impracticable, in the reasonable judgment of the Underwriter, for it to sell the Bonds on the terms and in the manner described in the Limited Offering Memorandum; or (5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the City, except as disclosed in or described in the Limited Offering Memorandum; or (6) any state blue sky or securities commission or other governmental agency or body in any state in which more than ten percent (10%) of the Bonds have been offered and sold shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; or (7) any amendment to the federal or State Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Assessments and the liens created thereby, which 17 4141-5650-0277.6 Assessments being the primary asset of the Trust Estate pledged to pay principal of and interest on the Bonds; or (ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or (iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; or (iv) any fact or event shall exist or have existed that, in the Underwriter's reasonable judgment, requires or has required an amendment of or supplement to the Limited Offering Memorandum; or (v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and shall be in force; or (vi) a material disruption in securities settlement, payment or clearance services shall have occurred; or (vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as described in this Agreement or in the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the Closing Date, including the Securities Act, the Securities Exchange Act of 1934 and the Trust Indenture Act; or (viii) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission, which prohibition shall occur subsequent to the date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter; or 18 4141-5650-0277.6 (ix) an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Developer, other than in the ordinary course of its business. 10. Closing Documents. At or prior to the Closing, the Underwriter (or Underwriter's Counsel on behalf of the Underwriter) shall receive the following documents: a. Bond Opinion. The approving opinion of Co -Bond Counsel, dated the Closing Date and substantially in the form included as Appendix D to the Limited Offering Memorandum, together with a reliance letter from Co -Bond Counsel, dated the Closing Date and addressed to the Underwriter, which may be included in the supplemental opinion required by Section 10(b) hereof, to the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. b. Supplemental Opinion. A supplemental opinion of Co -Bond Counsel dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to Underwriter's Counsel, to the following effect: (i) Except to the extent noted therein, Co -Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum but that Bond Counsel has reviewed the statements and information appearing in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum under the captions and subcaptions "PLAN OF FINANCE — The Bonds," "DESCRIPTION OF THE BONDS," "SECURITY FOR THE BONDS," "ASSESSMENT PROCEDURES" (except for the subcaptions "Assessment Methodology" and "Improvement Areas #1-3 Assessment Amounts"), "THE DISTRICT," "TAX MATTERS," "LEGAL MATTERS — Legal Proceedings," "LEGAL MATTERS — Legal Opinions," "CONTINUING DISCLOSURE — The City," "REGISTRATION AND QUALIFICATION OF BONDS FOR SALE," "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS," "INVESTMENTS" and "APPENDIX B," and Co -Bond Counsel is of the opinion that the information relating to the Bonds, the Bond Ordinance, the Assessment Ordinances and the Indenture contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance, the Assessment Ordinances and the Indenture; (ii) The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, the Assessment Ordinances, and 19 4141-5650-0277.6 the Bond Ordinance (collectively, the foregoing documents are referred to herein as the "City Actions") and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded. and (iv) The Indenture, the Master Reimbursement Agreement, the Improvement Areas #1-3 Reimbursement Agreements, the Landowner Agreements, the Development Agreement, the Continuing Disclosure Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors' rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental immunity applicable to governmental entities. C. City Legal Opinion. An opinion of the attorney for the City (the "City Attorney") dated the Closing Date and addressed to the Underwriter, the City and the Trustee, with respect to matters relating to the City, substantially in the form of AApnendix C hereto or in form otherwise agreed upon by the Underwriter. d. Opinions of Developer's Counsels. Opinions of (i) Developer's Corporate Counsel, substantially in the form of Appendix D-1 hereto, dated the Closing Date and addressed to the City, Bond Counsel, the attorney for the City, the Underwriter, Developer's Special Counsel and the Trustee and (ii) Developer's Special Counsels, substantially in the form of Appendix D-2 and Appendix D-3, respectively hereto, dated the Closing Date and addressed to the City, Bond Counsel, the attorney for the City, the Underwriter and the Trustee. C. Developer Closing Certificate. The Developer Closing Certificate dated as of the Closing Date, signed by authorized officers of Quail Valley I, Quaily Valley II, Quaily Valley III and Quail Valley VLO in substantially the form of Appendix E hereto. E City Closing Certificate. A certificate of the City, dated the Closing Date, signed by an appropriate City official, to the effect that: (i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof; (ii) the Authorizing Documents and all other City Documents are in full force and effect and have not been amended, modified, or supplemented; (iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the best of the knowledge of such person, threatened in any court or administrative body nor is there a basis 20 4141-5650-0277.6 for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments pledged to pay the principal of and interest on the Bonds, or the pledge thereof, (iv) the City has, to the best of such person's knowledge, complied with all agreements and covenants and satisfied all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing; (v) all official action of the City relating to the Limited Offering Memorandum, the Bonds and the City Documents have been duly taken by the City, are in full force and effect and have not been modified, amended, supplemented or repealed; and (vi) to his or her knowledge, no event affecting the City has occurred since the date of the Limited Offering Memorandum which should be disclosed therein for the purpose for which it is to be used or which is necessary to be disclosed therein in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect. g. Trustee's Counsel Opinion. An opinion of counsel to the Trustee, dated the Closing Date and addressed to the Underwriter, the City and Bond Counsel, in form and substance acceptable to Underwriter's Counsel, the City and Bond Counsel to the following effect: (i) The Trustee is duly organized, validly existing and in good standing as a national banking association organized under the laws of the United States of America, with full corporate power and authority to conduct its business and affairs as Trustee; (ii) The Trustee has full right, power, and authority to enter into the Indenture, to perform its obligations under, and to carry out and consummate all of the transactions involving the Trustee contemplated by, the Indenture; and (iii) The Indenture has been duly authorized, executed and delivered by the Trustee and is valid and enforceable against the Trustee in accordance with its terms. h. Trustee's Certificate. A customary authorization and incumbency certificate dated prior to the Closing Date, signed by authorized officers of the Trustee in form and substance acceptable to the Underwriter, Underwriter's Counsel and Bond Counsel. 21 4141-5650-0277.6 i. Underwriter Counsel's Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP ("Underwriter's Counsel"), to the effect that: (i) The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (ii) Such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Limited Offering Memorandum or in the Limited Offering Memorandum and makes no representation that it has independently verified the accuracy, completeness or fairness of any such statements. In its capacity as counsel to the Underwriter, to assist the Underwriter in part of its responsibility with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, such counsel has participated in conferences with representatives of the Underwriter, representatives of the City, and its counsel, Kelly Hart & Hallman LLP and McCall, Parkhurst & Horton, L.L.P., as co -bond counsel, PFM Financial Advisors LLC and Tijerina Financial Consulting LLC, as co -financial advisor, the public improvement district administrator, representatives of the Developer, its counsels, Williams Anderson Ryan & Carroll LLP, Haynes and Boone, LLP, and Shupe Ventura, PLLC and its engineers and consultants and others, during which the contents of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum and related matters were discussed. Based on such counsel's participation in the above -mentioned conferences (which, with respect to the Preliminary Limited Offering Memorandum, did not extend beyond the date of this Agreement), and in reliance thereon, on oral and written statements and representations of the City, the Developer and others and on the records, documents, certificates, opinions and matters herein mentioned, such counsel advises the Underwriter as a matter of fact and not opinion that, during the course of such counsel's representation of the Underwriter on this matter, (a) no facts had come to the attention of the attorneys in such counsel's firm rendering legal services to the Underwriter in connection with the Preliminary Limited Offering Memorandum which caused such counsel to believe, as of the date of the Preliminary Limited Offering Memorandum and as of the date of this Agreement, based on the documents, drafts, and facts in existence and reviewed as of those dates, that the Preliminary Limited Offering Memorandum contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the Iight of the circumstances under which they were made, not misleading (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission Rule 15c2-12 or otherwise left blank and any other differences with the information in the Limited Offering Memorandum), and (b) no facts had come to the attention of the attorneys in such counsel's firm rendering legal services to the Underwriter in connection with the Limited Offering Memorandum which caused such counsel to believe that the Limited Offering Memorandum as of its date and as of the Closing Date contained 22 4141-5650-4277.6 or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, such counsel expressly excludes from the scope of this paragraph and expresses no view, with respect to both the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, about any CUSIP numbers, financial, accounting, statistical or economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about verification, feasibility, valuation, appraisals, absorption, real estate or environmental matters, relationship among the parties, Appendices or any information about book -entry, DTC, Cede & Co., underwriting or underwriter, tax matters, included or referred to therein or omitted therefrom. No responsibility is undertaken or conclusion expressed with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by or incorporated by reference in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum; and (iii) The Continuing Disclosure Agreement of Issuer, together with Section 10(o) hereof and Section 5 of the Bond Ordinance satisfies the requirements contained in Securities and Exchange Commission Rule 15c2- 12(b)(5) for an undertaking by the City for the benefit of the holders of the Bonds to provide the information at the times and in the manner required by said Rule; provided that, for purposes of this opinion, such counsel is not expressing any view regarding the content of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum that is not expressly stated in numbered paragraph ii, above. j. Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto. k. Delivery of City Documents and Developer Documents. The City Documents and Developer Documents shall have been executed and delivered in form and content reasonably satisfactory to the Underwriter. 1. Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared by Bond Counsel for filing. M. Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel and Underwriter's Counsel setting forth the facts, estimates and circumstances in existence on the Closing Date, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations (whether final, temporary or proposed) issued pursuant to the Code. 23 4141-5650-0277.6 n. Attorney General Opinion and Comptroller Registration. The approving opinion of the Attorney General of the State regarding the Bonds and the Comptroller of the State's Certificate of Registration for the Initial Bond. o. Continuing Disclosure Agreements. The Continuing Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer shall have been executed by the parties thereto in substantially the forms attached to the Limited Offering Memorandum as Appendix E-1 and Appendix E-2. P. Letter of Representation of PID Administrator. Letter of Representation of PID Administrator, substantially in the form of Appendix F hereto, addressed to the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter. q. Evidence of Filing of Creation Resolution, Assessment Ordinances and Bond Ordinance. Evidence that (i) the Creation Resolution including a legal description of the District by metes and bounds, (ii) the Assessment Ordinances and (iii) the Bond Ordinance, including the legal description of the property within the District, the assessment rolls and a statement indicating the contact for and address of where a copy of the Service and Assessment Plan, and any updates thereto may be obtained or viewed have been filed of record in the real property records of Parker County, Texas. r. Bond Insurance and Debt Service Reserve Fund Surety. The municipal bond insurance policy (the "Municipal Bond Insurance Policy") and debt service reserve fund surety policy both executed, issued, and delivered by the Bond Insurer, together with an opinion of counsel to the Bond Insurer in form and substance satisfactory to the Underwriter and Underwriter's Counsel. S. Lender Consent Certificate. Lender Consent Certificate of Doss, LTD and any other lienholder on Iand in Improvement Areas # 1-3 of the District, consenting to and acknowledging the creation of the District, the adoption of the Assessment Ordinances, the levy of the Assessments, and the subordination of their respective liens to the lien created by the Assessments, in form and substance acceptable to the Underwriter, Underwriter's Counsel and Bond Counsel. t. Developer Organizational Documents. The Developer shall have delivered to the Underwriter and the City, (i) fully executed copies of each of the Developer's organizational documents, (ii) a Certificate of Status from the Texas Secretary of State, for each of the Developers dated within ten days of Closing, (iii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for each of the Developers dated within ten days of Closing and (iv) the Manager's Certificate of RPG QVR, LLC, a Texas limited liability company. U. Rating. Evidence satisfactory to the Underwriter that the Bonds have been rated not lower than "AA (stable)", based upon the issuance of the Municipal Bond Insurance Policy by the Bond Insurer, and that such rating is in effect as of the date of the Closing. 24 4141-5650-0277.6 V. Rule 15c2-12 Certification. A resolution, ordinance, or certificate whereby the City has deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the offering of the Bonds, which certification may be included in the Bond Ordinance. W. Dissemination Agent. Evidence acceptable to the Underwriter in its sole discretion that the City has engaged a dissemination agent acceptable to the Underwriter for the Bonds, with the execution of the Continuing Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer by other parties thereto being conclusive evidence of such acceptance by the Underwriter. The Underwriter hereby acknowledges and agrees that PFM Financial Advisors LLC is an acceptable dissemination agent. X. BLOR. A copy of the current Blanket Issuer Letter of Representation to DTC signed by the City. y. Additional Documents. Such additional legal opinions, certificates, instruments, and other documents as the Underwriter or Underwriter's Counsel may reasonably deem necessary. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement (unless waived by the Underwriter in its sole discretion), or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in Sections 13 and 15 hereof. 11. City's Closing Conditions. The obligation of the City hereunder to deliver the Bonds shall be subject to receipt on or before the Closing Date of the purchase price set forth in Section 1 hereof, the Attorney General Opinion, the opinion of Co -Bond Counsel described in Section 10(a) hereof and all documents required to be delivered by the Developer. 12. Term of Agreement. Except for surviving representations, warranties, and indemnities of the parties to this Agreement, the term of this Agreement terminates upon the "end of the underwriting period" (as defined in Rule 15c2-12) or, if earlier, exercise of a termination right (which may not be based on and existing or incipient breach of a verification). 13. Costs and Expenses. a. The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following expenses incident to the issuance of the Bonds and performance of the City's obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements of the City's Co -Financial Advisor, the Trustee's counsel, Co -Bond Counsel, Developer's Corporate Counsel, Developer's Special Counsel and the Trustee 25 4141-5650-0277.6 relating to the issuance of the Bonds; (iv) the Attorney General's review fees; (v) the fees and disbursements of accountants, advisers and any other experts or consultants retained by the City or the Developer, including but not limited to the fees and expenses of the PID Administrator; (vi) expenses in connection with obtaining the Municipal Bond Insurance Policy for the Bonds; and (vii) the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds and the performance by the City of its obligations under this Agreement. b. The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the offering of the Bonds; (ii) fees of Underwriter's Counsel; and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred by it in connection with its initial limited public offering and distribution of the Bonds, except as noted in Subsection 13(a) above. C. The City acknowledges that the Underwriter will pay from the Underwriter's expense allocation of the underwriting discount the applicable per bond assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and distribute information relating to issuing entities of municipal securities. 14. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to: City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, Attention: Reginald Zeno, Chief Financial Officer/Director of Financial Management. Any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300- 25, Frisco, Texas 75034, Attention: Tripp Davenport, Director. 15. Parties in Interest; Survival of City Representations. This Agreement is made solely for the benefit of the City and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City's representations, warranties, and covenants contained in this Agreement shall remain operative and in full force and effect and survive delivery of and payment for the Bonds and any termination, regardless of any investigations made by or on behalf of the Underwriter. 16. Survival of Representations and Warranties of Third Parties. All representations and warranties of the parties (other than the City and Underwriter) made in, pursuant to or in connection with this Agreement, including the appendices hereto, shall survive the execution and delivery of this Agreement, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or other writing delivered by a party to this Agreement or in connection with the transactions described in or by this Agreement constitute representations and warranties by such parry under this Agreement to the extent such statement is set forth as a representation and warranty in the instrument in question. 26 4141-5650-0277.6 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof. 18. State Law Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State and venue shall lie in Tarrant County. 19. No Assignment. The rights and obligations created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other party hereto. 20. No Personal Liability. None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged personally by the Underwriter with any liability, or be held Iiable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach of this Agreement. 21. Statutory Verifications. The Underwriter makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Underwriter within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. a. Not a Sanctioned Company. The Underwriter represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Underwriter and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. b. No Boycott of Israel. The Underwriter hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. C. No Discrimination Against Firearm Entities. The Underwriter 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 27 4141-5650-0277.6 firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. d. No Boycott of Energy Com anies. The Underwriter 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. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. 22. Form 1295. Submitted herewith is a completed Form 1295 in connection with the Underwriter's participation in the execution of this Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Underwriter, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Underwriter and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have verified such information. 23. Entire Agreement. This Agreement when accepted by the City in writing as heretofore specified shall constitute the entire agreement between the City and the Underwriter with respect to the purchase of the Bonds and supersedes all oral statements, prior writings, and representations with respect thereto. 24. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The City and the Underwriter agree that electronic signatures to this Agreement may be regarded as original signatures. [Signature pages follow.] 28 4141-5650-0277.6 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above. FMSbonds, Inc., as Underwriter LIM Name: Theodore A. Swinarski Title: Senior Vice President - Trading S-1 4141-5650-0277.6 Accepted at a.m./p.m. central time on the date first stated above. City of Fort Worth, Texas City Manager S-2 4141-5650-0277,6 SCHEDULE I $18,186,000 CITY OF FORT WORTH, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT) Interest Accrues From: Closing Date $6 867 000 Serial Bonds Maturity Principal Interest Initial (Sept. 1) Amount ($) Rate (%) Yield (%Oa) 2025 431,000 5.000 3.950 (c) 2026 576,000 5.000 3.890 (c) 2027 606,000 5.000 3.790 (c) 2028 640,000 5.000 3.740 (c) 2029 672,000 5.000 3.740 (c) 2030 709,000 5.000 3.760 (0 2031 746,000 5.000 3.790 (c) 2032 787,000 5.000 3.810 (b) (c) 2033 828,000 5.000 3.830 (b) (c) 2034 872,000 5.000 3.850 (b)(c) Term Bonds $1,878,000 4.000% Term Bonds, Due September 1, 2036, Priced to Yield 4.000% (a) O (c) (d) $3,143,000 4.125% Term Bonds, Due September 1, 2039, Priced to Yield 4.200% (a) (b) (c) (d) $2,338,000 4.250% Term Bonds, Due September 1, 2041, Priced to Yield 4.300% (a) (b) (c) (d) $3,960,000 5.000% Term Bonds, Due September 1, 2044, Priced to Yield 4.250% (a) (b) (c) (d) (a) The initial reoffering prices or yields of the Bonds have been determined in accordance with the Substantial Amount Test. (b) The Bonds maturing on or after September I, 2032 are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City, on any date on or after September 1, 2031, at the redemption price of 100% of the'principal amount of such Bonds, or portion thereof, to be redeemed, plus accrued interest to date of redemption: (C) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering Memorandum under "DESCRIPTION OF THE BONDS — Redemption Provisions." (d) The Term Bonds are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installment as set forth in the following schedule. Schedule I-1 4141-5650-0277.E The Term Bonds maturing September 1, 2036, are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installment as set forth in the following schedule. $1,878,000 Bonds Maturing September 1, 2036 Sinking Fund Redemption Date Installment Amount September 1, 2035 $919,000 September 1, 2036 i 959,000 I Stated Maturity The Term Bonds maturing September 1, 2039, are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installment as set forth in the following schedule. S3,143,000 Bonds Maturing September 1, 2039 Sinking Fund Redemption Date Installment Amount September 1, 2037 $1,002,000 September 1, 2038 1,047,000 September 1, 2039t 1,094,000 t Stated Maturity The Term Bonds maturing September 1, 2041, are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installment as set forth in the following schedule. $2,338,000 Bonds Maturing September 1, 2041 Sinking Fund Redemption Date Installment Amount September 1, 2040 $1,142,000 September 1, 2041'j 1,196,000 f Stated Maturity The Term Bonds maturing September 1, 2044, are also subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installment as set forth in the following schedule. $3,960,000 Bonds Maturing September 1, 2044 Sinking Fund Redemption Date Installment Amount September 1, 2042 $1,251,000 September 1, 2043 1,319,000 September 1, 2044t 1,390,000 t Stated Maturity (Remainder ofpage intentionally left blank) Schedule 1-2 4141-5650-0277.6 APPENDIX A FORM OF DEVELOPER LETTER OF REPRESENTATIONS $1.8,186,000 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT) DEVELOPER LETTER OF REPRESENTATIONS June 11, 2024 City of Fort Worth, Texas 100 Fort Worth Trail Fort Worth, Texas 76102 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 Ladies and Gentlemen: This letter is being delivered to the City of Fort Worth, Texas (the "City") and FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase Agreement dated the date hereof (the "Bond Purchase Agreement") for the sale and purchase of the $18,186,000 "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)" (the `Bonds"). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, the undersigned, Quail Valley Devco I, LLC, a Texas limited liability company ("Quail Valley I"), Quail Valley Devco II, LLC, a Texas limited liability company ("Quail Valley IF'), Quail Valley Devco III, LLC, a Texas limited liability company ("Quail Valley III") and Quail Valley Devco VLO, LLC, a Texas limited liability company ("Quail Valley VLO" and, together with Quail Valley I, Quail Valley II, and Quail Valley III, the "Developer"), make the representations, warranties, and covenants contained in this Developer Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used and not otherwise defined in this Developer Letter of Representations will have the meaning set forth in the Bond Purchase Agreement. A-1 414I-5650-0277.6 1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own account. 2. Updating of the Limited Offering Memorandum. If, after the date of this Developer Letter of Representations, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in Iight of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Developer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this Developer Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer makes no representations with respect to the information appearing in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum except for the information set forth in the maps of the District therein and under the captions and subcaptions "PLAN OF FINANCE — Development Plan," "-- Status of Development" and "-- Single -Family Residential Development in Improvement Areas #1-3," "OVERLAPPING TAXES AND DEBT — Homeowners' Association," "THE IMPROVEMENT AREAS 41-3 AUTHORIZED IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER," and, to the Developer's knowledge after due inquiry, under the captions "BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvement Areas #1-3 Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS -- Litigation — The Developer," "CONTINUING DISCLOSURE — The Developer" and " — The Developer's Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Developer," "APPENDIX E-2" and "APPENDIX F-I," "APPENDIX F-2," "APPENDIX F-3" and "APPENDIX F-4" (collectively, the "Developer Disclosures") in accordance with subsection 4(f) herein. 3. Developer Documents. The Developer has executed and delivered each of the below Iisted documents (individually, a "Developer Document" and collectively, the "Developer Documents") in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: a. this Developer Letter of Representations; b. the Master Reimbursement Agreement; C. the Improvement Areas # 1-3 Reimbursement Agreements; A-2 4141-5650-0277.6 d. the Development Agreement; e. the Landowner Agreements; and f. the Continuing Disclosure Agreement of Developer. The Developer has complied in all material respects with all of the Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. The representations and warranties of the Developer contained in the Developer Documents are true and correct in all material respects on and as of the date hereof. 4. Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that: a. Due Organization and Existence. The Developer is duly formed and validly existing as a limited liability company under the laws of the State of Texas. b. Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer (the "Developer Organizational Documents") to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been amended or supplemented since delivery to the City and the Underwriter and are in full force and effect as of the date hereof. C. No Breach. The execution and delivery of the Developer Documents by the Developer does not violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture, agreement, or other instrument to which the Developer is a parry. d. No Litigation. There are no proceedings pending or threatened in writing before any court or administrative agency against the Developer that are either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of the Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. C. Information. The information prepared and submitted by the Developer to the City or the Underwriter in connection with the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects. f. Preliminary Limited Offering Memorandum and Limited Offering Memorandum. The Developer represents and warrants that the information set forth in the Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is true and correct and does not contain any untrue A-3 4141-5650-0277.6 statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Developer agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. g. Events of Default. No "Event of Default" or "event of default" by the Developer under any of the Developer Documents, any documents to which the Developer is a party described in the Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Improvement Areas #1-3 Authorized Improvements (as defined in the Limited Offering Memorandum) to which the Developer is a party, or event that, with the passage of time or the giving of notice or both, would constitute such "Event of Default" or "event of default" by the Developer, has occurred and is continuing. h. Employment of Undocumented Workers. The Developer hereby verifies that it does not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted herein within 120 days after the date the Developer is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. Pursuant to Section 2264.101(c), Texas Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts. i. Statutory Verifications. The Developer makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"). As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of the Bond Purchase Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of the Bond Purchase Agreement, notwithstanding anything in the Bond Purchase Agreement to the contrary. i. Not a Sanctioned Company. The Developer represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. A-4 4141-5650-0277.6 ii. No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of the Bond Purchase Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. iii. No Discrimination Against Firearm Entities. The Developer 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 the Bond Purchase Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Govermment Code. iv. No Boycott of Energy Companies. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of the Bond Purchase Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. 5. Indemnification. a. The Developer will indemnify and hold harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Developer Disclosures in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, or any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the omission, untrue statement or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. A-5 4141-5650-0277.6 b. Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent -of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Developer or the Underwriter. 6. Survival of Representations, Warranties and Covenants. All representations, warranties, and agreements in this Developer Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds, and (c) any termination of the Bond Purchase Agreement. 7. Binding on Successors and Assigns. This Developer Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Developer Letter of Representations. [Signature page follows.] A-6 4141-5650-0277.6 QUAIL VALLEY DEV CO I, LLC, a Texas limited liability company By: RPG QVR, LLC., a Texas limited liability company, its manager By: Republic Property Group, Ltd., a Texas limited partnership, its manager By: RPG, LLC, a Texas limited liability company, its general partner By: Name: Title: QUAIL VALLEY DEVCO II, LLC, a Texas limited liability company By: RPG QVR, LLC., a Texas limited liability company, its manager By: Republic Property Group, Ltd., a Texas limited partnership, its manager By: RPG, LLC, a Texas limited liability company, its general partner By: Name: Title: A-7 4141-5650-0277.E QUAIL VALLEY DEVCO III, LLC, a Texas limited liability company By: RPG QVR, LLC., its manager By: Name: Title: QUAIL VALLEY DEVCO VLO, LLC, a Texas limited liability company By: RPG QVR, LLC., its manager By: Name: Title: A-8 4141-5650-0277.6 / WWpl►117►'�i $18,186,000 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO.16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREAS 91-3 PROJECT) ISSUE PRICE CERTIFICATE The undersigned, as the duly authorized representative of FMSbonds, Inc., ("Purchaser"), with respect to the "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)," issued by the City of Fort Worth, Texas ("Issuer") in the principal amount of $18,186,000 ("Bonds"), hereby certifies, based on its records and information, as follows: The first price at which at least ten percent ("Substantial Amount") of the principal amount of each maturity of the Bonds having the same credit and payment terms (a "Maturity") was sold to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter (the "Public") is set forth in the final Limited Offering Memorandum relating to the Bonds. A copy of the pricing wire or equivalent communication for the Bonds is attached to this Certificate as Schedule A. For purposes of this Issue Price Certificate, the term "Underwriter" means (1) (i) a person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this paragraph (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the Public) to participate in the initial sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph. [Signature page follows.] B-1 4141-5650-0277.6 The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Federal Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Kelly Hart & Hallman LLP and McCall, Parkhurst & Horton L.L.P. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of law and makes no representation as to the legal sufficiency of the factual matters set forth herein. EXECUTED and DELIVERED as of this , 2024. FMSbonds, Inc., as Underwriter Name: Theodore A. Swinarski Title: Senior Vice President — Trading B-2 4141-5650-0277.6 0wromI1 m".. PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached B-3 4141-5650-0277.6 APPENDIX C [LETTERHEAD OF CITY ATTORNEY] July 9, 2024 FMSbonds, Inc. BOKF, NA 5 Cowboys Way, Suite 300-25 1401 McKinney Street, Suite 1000 Frisco, Texas 75034 Houston, Texas 77010 City of Fort Worth, Texas 100 Fort Worth Trail Fort Worth, Texas 76102 $18,186,000 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 -- (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCHIQUAIL VALLEY) IMPROVEMENT AREAS 91-3 PROJECT) Ladies and Gentlemen: I am the Attorney for the City of Fort Worth, Texas (the "City") and am rendering this opinion in connection with the issuance and sale of $18,186,000 "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)" (the "Bonds"), by the City, a political subdivision of the State of Texas. The Bonds are authorized pursuant to an ordinance enacted by the City Council of the City (the "City Council") on June 11, 2024 (the "Bond Ordinance") and are issued pursuant to Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act"), and the Indenture of Trust, dated as of June 1, 2024, between the City and the Trustee, authorizing the issuance of the Bonds (the "Indenture"). Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated herein. In connection with rendering this opinion, we have reviewed the: (a) a resolution creating the District (the "Creation Resolution") enacted by the City Council on September 27, 2016; (b) an ordinance levying the Improvement Area #1 Assessments approved by City Council on May 2, 2017, and the service and assessment plan (the "Original Service and Assessment Plan") attached as an exhibit thereto (the "IA #1 Assessment Ordinance"); C-1 4141-5650-0277.6 (c) an ordinance levying the Improvement Area #2 Assessments approved by City Council on September 1, 2020, and an update to the Original Service and Assessment Plan attached as an exhibit thereto (the "IA #2 Assessment Ordinance"); (d) an ordinance levying the Improvement Area #3 Assessments approved by City Council on September 27, 2022, and an update to the Original Service and Assessment Plan attached as an exhibit thereto (the "IA #3 Assessment Ordinance" and, together with the IA #1 Assessment Ordinance and the IA #2 Assessment Ordinance, the "Assessment Ordinances"); (e) the Bond Ordinance, including the Service and Assessment Plan, as updated for the Bonds on June 11, 2024, attached as an exhibit thereto; (f) the Indenture; (g) the Master Reimbursement Agreement for Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley), effective as of July 17, 2017 (the "Master Reimbursement Agreement"), executed and delivered by the City, Walsh Ranches Limited Partnership, a Texas limited partnership ("Walsh Ranches LP") and Quail Valley Devco I, LLC, a Texas limited liability company ("Quail Valley I"); (h) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #1 Reimbursement Agreement, effective as of May 2, 2017 (the "Improvement Area #1 Reimbursement Agreement"), executed and delivered by the City, Walsh Ranches LP and Quail Valley I; (i) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #2 Reimbursement Agreement, effective as of September 1, 2020 (the "Improvement Area #2 Reimbursement Agreement"), executed and delivered by the City, Walsh Ranches LP and Quail Valley Devco II, LLC, a Texas limited liability company ("Quail Valley IF'); {j) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #3 Reimbursement Agreement, effective as of June 18, 2023 (the "Improvement Area #3 Reimbursement Agreement" and, together with the Improvement Area #1 Reimbursement Agreement and the Improvement Area #2 Reimbursement Agreement, the "Improvement Areas #1-3 Reimbursement Agreements"), executed and delivered by the City, Quail Valley Devco III, LLC, a Texas limited liability company ("Quail Valley III"), and Quail Valley Devco VLO, LLC, a Texas limited liability company ("Quail Valley VLO" and, together with Quail Valley I, Quail Valley II, and Quail Valley III, the "Developer"); (k) the Economic Development Agreement for Walsh Ranch dated as of May 6, 2003 (as amended, the "Development Agreement") executed and delivered by the City, Walsh Ranches LP, the Walsh Children's Trusts, the Walsh Grandchildren's Trusts and F. Howard Walsh, Jr; (1) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #1 Majority Landowner Agreement dated as of [ 7, 20L], C-2 4141-5650-0277.6 among the City, Quail Valley I and Walsh Ranches LP (the "Improvement Area #1 Landowner Agreement"); (m) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #2 Majority Landowner Agreement dated as of September 1, 2020, among the City, Quail Valley II and Walsh Ranches LP (the "Improvement Area #2 Landowner Agreement"); (n) the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Area #1 Majority Landowner Agreement dated as of June 18, 2023, among the City, Quail Valley III and Quail Valley VLO (the "Improvement Area #3 Landowner Agreement" and, together with the Improvement Area 41 Landowner Agreement and the Improvement Area #2 Landowner Agreement, the "Landowner Agreements"); and (o) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of June 1, 2024(the "Continuing Disclosure Agreement of Issuer"), executed and delivered by the City, MuniCap, Inc., as the PID Administrator, and PFM Financial Advisors LLC, as dissemination agent. The Creation Resolution, the Assessment Ordinances, the Indenture and the Bond Ordinance shall herein after be referred to as the "Authorizing Documents" and the remaining documents shall herein after be collectively referred to as the "City Documents." In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution, and delivery of the City Documents by all parties other than the City. Based on the information provided to us and subject to the foregoing and the additional qualifications and assumptions set forth herein, I am of the opinion that: 1. The City is a Texas political subdivision authorized to enter into and perform its obligations under the Authorizing Documents and the City Documents. The City has taken or obtained all actions, approvals, consents, and authorizations required of it by applicable Texas laws in connection with the execution of the Authorizing Documents and the City Documents and the performance of its obligations thereunder. 2. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, pending, or, to the best of our knowledge, threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices, (b) in any way questioning the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or application of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Assessments in the District pursuant to the provisions of the Assessment Ordinances, the Bond Ordinance and the Service and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability or the City's performance of the City Documents, (e) contesting the exclusion of the interest on the Bonds from federal income taxation, or (f) which may result in any material adverse change relating to C-3 the financial condition of the City; and there is no known basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (a) through (f) of this sentence. 3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof. 4. The City Documents have been duly authorized and executed by the City and are legal, valid and binding obligations of the City enforceable against the City in accordance with their terms. However, the enforceability of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally, (b) principles of equity, whether considered at law or in equity, and (c) the application of Texas Iaw relating to governmental immunity applicable to governmental entities. 5. The performance by the City of the obligations under the Authorizing Documents and the City Documents are authorized under applicable law and will not violate any provision of the Federal or Texas constitutional or statutory provisions. 6. No farther consent, approval, authorization, or order of any court or governmental agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the City Documents. 7. The City has duly authorized and executed the Preliminary Limited Offering Memorandum. 8. Based upon our limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum (collectively, the "Limited Offering Memorandum"), the statements and information contained in the Limited Offering Memorandum under the captions and subcaptions "ASSESSMENT PROCEDURES," "THE CITY," "THE DISTRICT," "LEGAL MATTERS — Litigation — The City," "CONTINUING DISCLOSURE — The City" and " — The City Compliance with Prior Undertakings" and "APPENDIX A" is a fair and accurate summary of the law and the documents and facts summarized therein. 9. The adoption of the Authorizing Documents and the execution and delivery of the City Documents and the compliance with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (b) do not and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation, court order or consent decree to which the City is subject. This opinion may not be relied upon by any other person except those specifically addressed in this letter. [Signature page follows] C-4 4141-5650-0277,6 Sincerely, C-5 4141-5650-l-0277.6 [LETTERHEAD OF WILLIAMS ANDERSON RYAN & CARROLL LLPI City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 McCall Parkhurst & Horton L.L.P 717 N. Harwood, Suite 900 Dallas, Texas 75201 Kelly, Hart & Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 July 9, 2024 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 BOKF, NA 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Haynes & Boone, LLP 1221 McKinney Street, Suite 4000 Houston, Texas 77010 $18,186,000 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT) Ladies & Gentlemen: We have acted as Texas corporate counsel to (i) Quail Valley Deveo I, LLC, a Texas limited liability company ("Quail Valley I'), (ii) Quail Valley Deveo II, LLC, a Texas limited liability company ("Quail Valley II'), (iii) Quail Valley Deveo III, LLC, a Texas limited liability company ("Quail Valley HI"), (iv) Quail Valley Deveo VLO, LLC, a Texas limited liability company ("Quail Valley VLO" and, together with Quail Valley I, Quail Valley 11, and Quail Valley 111, the "Developers" and, each individually, a "Developer'), and (v) RPG QVR, LLC, a Texas limited liability company and the sole manager of each Developer (the "Developer Manager" and, together with the Developers, the "Developer Parties"), in connection with the issuance and sale by the City of Fort Worth, Texas (the "City"), of $18,186,000 City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project) (the "Bonds"), pursuant to Indenture of Trust dated as of July 1, 2024 (the "Indenture"), by and D-1-1 4141-5650-0277.6 between the City and BOKF, NA, Houston, Texas, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the development known as "Walsh Ranch/Quail Valley" (the "Development") located in the City. The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain Bond Purchase Agreement dated June 11, 2024 (the "Bond Purchase Agreement"), between the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d) of the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. Assumptions and Bases for Opinions and Assurances In our capacity as Texas corporate counsel for the Developers and the Developer Manager, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of - (a) The following documents being executed, entered into and/or issued, as the case may be, in connection with the issuance of the Bonds (collectively, the "Documents"): (1) the Developer Letter of Representations; (2) the Master Reimbursement Agreement; (3) the Improvement Areas ##1-3 Reimbursement Agreements; (4) the Development Agreement; and (5) the Continuing Disclosure Agreement of Developer. The Documents identified as items (1) through (5), inclusive, are hereinafter referred to as the "Material Documents." (b) Each of the documents and certificates described in Exhibit A attached hereto and made a part hereof (the documents listed in items (i), (iv), (vi), (ix), (xi) (xiv), (xvi), (xix), (xxi) and (xxiv) of Exhibit A are hereinafter referred to as the "Developer Party Basic Documents"); (c) , Certificates from the Secretary of State of the State of Texas listed on Exhibit A indicating that, as of the dates and times thereof, each Developer Party is in existence in the State of Texas (each, a "Texas Existence Certificate," and collectively, the "Texas Existence Certificates"); (d) Statements of Franchise Tax Account Status obtained through the website of the Texas Comptroller of Public Accounts and listed on Exhibit A, which statements indicate that, as of the dates and times thereof, the right of each Developer Party to transact business in Texas was "active" (each, an "FTAS P_ aze," and collectively, the "FTAS Pages"); D-1-2 4141-5650-0277.6 (e) The Preliminary Limited Offering Memorandum, dated May 30, 2024, relating to the issuance of the Bonds; (f) The final Limited Offering Memorandum, dated June 11, 2024, relating to the issuance of the Bonds; and (g) Such other documents, records, agreements, and certificates of each Developer Party and their respective constituent parties and such other parties as we have deemed necessary or appropriate to enable us to render the opinions expressed below. In rendering the opinions set forth herein, we have assumed: (i) the due authorization, execution, and delivery of each of the Material Documents by all parties thereto (other than the authorization, execution, and delivery of the Material Documents by each Developer that is a party thereto) and that each such Material Document constitutes a valid, binding, and enforceable obligation of each party (including each Developer) thereto, (ii) all of the parties to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority (corporate, limited Iiability company, partnership or other) and legal right to execute, deliver, and perform its obligations under such Material Documents (except to the extent set forth in our opinions set forth herein regarding valid existence and power and authority of each Developer to execute, deliver, and perform its obligations under the Material Documents), (iii) each certificate from governmental officials reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv) the legal capacity of all natural persons, (v) the genuineness of all signatures (other than those of each Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all documents submitted to us as originals, (vii) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative, or other action of any Governmental Authority (as defined in Schedule I attached hereto) of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, (ix) that the execution and delivery by each party of, and performance of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such party under any agreements, contracts or instruments to which such party is a party to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party, (x) that the execution, delivery and performance by each Developer of the Material Documents to which it is a party do not, except with respect to Applicable Laws and Developer Party Basic Documents, violate any other law, rule or regulation applicable to the Developer Parties, and (xi) that all representations and warranties given by all parties to the Material Documents and true, complete and correct. We have not independently verified the foregoing assumptions. Opinions and Assurances Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that: 1. Each Developer is (a) a limited liability company, (b) based solely upon the relevant Texas Existence Certificates, validly existing under the laws of the State of Texas, and (c) based solely upon the relevant FTAS Pages, is active under the laws of the State of Texas. D-1-3 4141-5650-0277.6 2. The Developer Manager is (a) the sole manager of each Developer, (b) a limited liability company, (c) based solely upon the relevant Texas Existence Certificate, validly existing under the laws of the State of Texas, and (d) based solely upon the relevant FTAS Page, is active under the laws of the State of Texas. 3. Each Developer has the limited liability company power and authority under the Texas Business Organizations Code and the Developer Party Basic Documents to execute, deliver and perform its obligations under the Material Documents to which it is a party. The execution and delivery by each Developer of each Material Document to which it is a party, and the performance by each Developer of its agreements set forth therein, have been duly authorized by all necessary limited liability company action under the Texas Business Organizations Code and the Developer Party Basic Documents. 4. The execution and delivery by each Developer of the Material Documents and the performance by each Developer of its obligations under the Material Documents will not (i) violate any Applicable Law (as defined in Schedule I attached hereto); (ii) based solely on disclosures made in the Manager's Certificate (as defined on Exhibit A), conflict with or result in the breach of any court decree or order of any Governmental Authority identified in the Manager's Certificate, if any, or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion, which court decree or order of any Governmental Authority that is binding upon or affecting each Developer, the conflict with which or breach of which would have a material, adverse effect on the ability of each Developer to perform its obligations under the Material Documents to which it is a party; or (iii) constitute a violation of the Developer Party Basic Documents. We express no opinion as to the laws of any jurisdiction other than Applicable Laws. The opinions expressed above concern only the effect of the laws (excluding the principles of conflict of laws) of Texas and the United States of America as currently in effect. This opinion is rendered solely as the date hereof, and we assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion. We are not general counsel for any Developer Party or any of their affiliates, and we have made no investigation of, and are not familiar with, their operations or properties. We render no opinion with respect to the state of the title of any real property or other property, rights and interests relevant to the Material Documents. We have not undertaken to independently verify any factual matters. We have made no independent investigation of any such matters, nor have we examined the files of the Developer Parties or their affiliates, at this firm. This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the Bond Purchase Agreement, and no opinions may be inferred or implied beyond the matters expressly stated herein. This opinion may not be relied upon by any other person except those specifically addressed in this letter. D-1-4 4141-5650-0277.6 D-1-5 Very truly yours, 4141-5650-0277.6 Schedule I As used herein, "Applicable Law" means only those Iaws, rules and regulations of the State of Texas and the federal laws, rules and regulations of the United States of America, that in our experience are normally applicable to the Developers, the Material Documents or transactions of the type contemplated by the Material Documents; provided, however, that the term Applicable Laws does not include: (a) any state or federal laws, rules or regulations relating to: (1) pollution or protection of the environment; (2) zoning, land use, building or construction; (3) occupational safety and health or other similar matters; (4) labor or employee rights or benefits, including without limitation the Employee Retirement Income Security Act of 1974, as amended, and the Fair Labor Standards Act, as amended; (5) the regulation of utilities; (6) antitrust and trade regulation; (7) tax; (8) securities, including without limitation federal and state securities laws, rules or regulations and the Investment Company Act of 1940, as amended; (9) corrupt practices, including without limitation the Foreign Corrupt Practices Act of 1977, as amended, and the Currency and Foreign Transactions Reporting Act of 1970, as amended; (10) insurance; (11) the Dodd -Frank Wall Street Reform and Consumer Protection Act; (12) copyrights, patents, service marks and trademarks; and (13) receivership or conservatorship; or (b) any laws, rules or regulations of any county, municipality or similar political subdivision or any agency or instrumentality thereof As used herein, "Governmental Authority" means the government of the State of Texas, the government of any other state, the government of the United States of America, and any agency, authority, statewide subdivision instrumentality, regulatory body, court or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to such government. D-1-6 4141-5650-0277.6 EXHIBIT A Manager's Certificate of RPG QVR, LLC, a Texas limited liability company, in its capacity as Manager of each Developer, dated as of the date hereof (the "Manager's Certificate"), to which are attached, among other things, the following: Developer Manager (i) Certificate of Formation of RPG QVR, LLC, a Texas limited liability company (the "Developer Manager') certified by the Secretary of State of the State of Texas on , 2024, and all amendments thereto; (ii) Certificate of Fact with respect to the existence of the Developer Manager, dated 2024; (iii) Statement of Franchise Tax Account Status obtained through the website of the Texas Comptroller of Public Accounts, accessed , 2024, at m., which statement indicates that, as of the date and time thereof, the right of the Developer Manager to transact business in Texas is "active"; (iv) Company Agreement of the Developer Manager, dated ; and (v) [Written Consent of the Managers] of the Developer Manager, dated on or about the date hereof. Quail Valley I (vi) Certificate of Formation of Quail Valley Devco I, LLC, a Texas limited liability company ("Quail Valley I"), certified by the Secretary of State of the State of Texas on , 2024, and all amendments thereto; (vii) Certificate of Fact with respect to the existence of Quail Valley I, dated , 2024; (viii) Statement of Franchise Tax Account Status obtained through the website of the Texas Comptroller of Public Accounts, accessed , 2024, at m., which statement indicates that, as of the date and time thereof, the right of Quail Valley I to transact business in Texas is "active"; (ix) Company Agreement of Quail Valley 1, dated ; and (x) [Written Consent of the Manager and Members] of Quail Valley I, dated on or about the date hereof. Quail Valle D-1-7 4141-5650-0277.6 (xi) Certificate of Formation of Quail Valley Devco 11, LLC, a Texas limited liability company ("Quail Valley II"), certified by the Secretary of State of the State of Texas on , 2024, and all amendments thereto; (xii) Certificate of Fact with respect to the existence of Quail Valley II, dated 2024; (xiii) Statement of Franchise Tax Account Status obtained through the website of the Texas Comptroller of Public Accounts, accessed , 2024, at m., which statement indicates that, as of the date and time thereof, the right of Quail Valley II to transact business in Texas is "active"; (xiv) Company Agreement of Quail Valley II, dated ; and (xv) [Written Consent of the Manager and Members] of Quail Valley II, dated on or about the date hereof. uail Valle III (xvi) Certificate of Formation of Quail Valley Devco III, LLC, a Texas limited liability company ("Quail Valley III"), certified by the Secretary of State of the State of Texas on 2024, and all amendments thereto; (xvii) Certificate of Fact with respect to the existence of Quail Valley III, dated , 2024; (xviii) Statement of Franchise Tax Account Status obtained through the website of the Texas Comptroller of Public Accounts, accessed , 2024, at m., which statement indicates that, as of the date and time thereof, the right of Quail Valley III to transact business in Texas is "active"; (xix) Company Agreement of Quail Valley III, dated ; and (xx) .[Written Consent of the Manager and Members] of Quail Valley III, dated on or about the date hereof. Quail Valley VLO (xxi) Certificate of Formation of Quail Valley Devco VLO, LLC, a Texas limited liability company ("Quail Valley"), certified by the Secretary of State of the State of Texas on , 2024, and all amendments thereto; (xxii) Certificate of Fact with respect to the existence of Quail Valley VLO, dated , 2024; (xxiii) Statement of Franchise Tax Account Status obtained through the website of the Texas Comptroller of Public Accounts, accessed , 2024, at m., which statement indicates that, as of the date and time thereof, the right of Quail Valley VLO to D-1-8 4 1 41-5650-0277.6 transact business in Texas is "active"; (xxiv) Company Agreement of Quail Valley VLO, dated , ; and (xxv) [Written Consent of the Manager and Members] of Quail Valley VLO, dated on or about the date hereof. D-1-9 4I41-5650-0277.6 hx' , -w►"*: 12N [LETTERHEAD OF SHUPE VENTURA, PLLC] July 9, 2024 City of Fort Worth FMSbonds, Inc. 100 Fort Worth Trail 5 Cowboys Way, Suite 300-25 Fort Worth, Texas 76102 Frisco, Texas 75034 McCall Parkhurst & Horton L.L.P 717 N. Harwood, Suite 900 Dallas, Texas 75201 Kelly, Hart & Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Williams Anderson Ryan & Carroll LLP 1717 Main Street, Suite 5350 Dallas, Texas 75201 BOKF, NA 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Haynes & Boone, LLP 1221 McKinney Street, Suite 4000 Houston, Texas 77010 $18,186,000 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT) Ladies & Gentlemen: We have acted as special counsel to Quail Valley Devco I, LLC, a Texas limited liability company ("Quail Valley r% Quail Valley Devco II, LLC, a Texas limited liability company ("Quail Valley If'), Quail Valley Devco III, LLC, a Texas limited liability company ("Quail Valley IIr') and Quail Valley Devco VLO, LLC, a Texas limited liability company ("Quail Valley VLO" and, together with Quail Valley I, Quail Valley II, and Quail Valley III, the "Developer") in connection with the issuance and sale by the City of Fort Worth, Texas (the "City"), of $18,186,000 City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas 41-3 Project) (the "Bonds"), pursuant to Indenture of Trust dated as of July 1, 2024 (the "Indenture"), by and between the City and BOKF, NA, Houston, Texas, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used, in part, to fund certain public D-2-1 4141-5650-0277.6 infrastructure improvements in the development known as "Walsh Ranch/Quail Valley" (the "Development") located in the City. The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain Bond Purchase Agreement dated June 11, 2024 (the "Bond Purchase Agreement"), between the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d) of the Bond Purchase Agreement. All capitalized tenors used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. In our capacity as special counsel to the Developer, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of - (a) The following documents to which the Developer is a party (collectively, the "Reviewed Documents"): (6) the Developer Letter of Representations; (7) the Master Reimbursement Agreement; (8) the Improvement Areas #1-3 Reimbursement Agreements; (9) the Landowner Agreements, (10) the Development Agreement; and (11) the Continuing Disclosure Agreement of Developer. (b) The Preliminary Limited Offering Memorandum, dated May 30, 2024, relating to the issuance of the Bonds; and (c) The final Limited Offering Memorandum dated June 11, 2024, relating to the issuance of the Bonds; and (d) Such other documents, records, agreements and certificates of the Developer as we have deemed necessary or appropriate to render the opinions expressed below. In rendering the opinions expressed below, we have, with your concurrence and without any inquiry or other investigation, made and relied upon the following assumptions: (a) the due authorization, execution and delivery of each of the Reviewed Documents by all parties thereto other than the Developer; (b) the genuineness of all signatures to the Reviewed Documents; (c) the correctness and truthfulness of all the statements of fact contained in the Reviewed Documents; (d) the authenticity of the Reviewed Documents; (e) the conformity to original documents of the Reviewed Documents submitted to us as copies; and (f) the additional assumptions set forth on Exhibit A attached to this letter and the exclusions set forth on Exhibit B attached to this letter. Our opinions are limited to matters expressly stated herein and no opinion is to be inferred or may be implied beyond the matters expressly stated. In rendering the opinions set forth below, we have also relied upon: (a) the representations and warranties contained in the Reviewed Documents; (b) the resolutions and other documents of the parties to the Reviewed Documents authorizing or approving the Reviewed Documents; (c) the Closing Certificate of the Developer delivered pursuant to the D-2-2 4141-5650-0277.6 Bond Purchase Agreement; (d) the Iegal opinion delivered pursuant to the Bond Purchase Agreement by Williams Anderson Ryan & Carroll LLP, corporate counsel to the Developer; (e) the legal opinion delivered pursuant to the Bond Purchase Agreement by Haynes and Boone, LLP, special counsel to the Developer and (f) the legal opinion delivered pursuant to the Bond Purchase Agreement by Leann Guzman, City Attorney (collectively, the "Reliance Materials"). We have not made any independent or other investigation, review, analysis, or inquiry as to any of the facts, matters, circumstances or legal opinions or conclusions contained in the Reviewed Documents or Reliance Materials or the accuracy or completeness thereof. Additionally, we have assumed that none of the Reviewed Documents or Reliance Materials contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they are made, not misleading. We have not made any examination of any accounting or financial matters, and we express no opinion with respect thereto. The opinions expressed herein are subject to the correctness in understanding that no beneficiary to this opinion letter may rely on this opinion letter to the extent that such beneficiary or its counsel has actual knowledge of any applicable laws, facts, or circumstances which would make any opinion expressed herein incorrect, subject to question, or require further investigation of any laws, facts or circumstances. Whenever our opinion or advice with respect to the existence or absence of facts is indicated to be based on our knowledge, we are referring to the actual knowledge of the Shupe Ventura, PLLC attorneys who have given substantive attention to matters concerning the Developer during the course of our representation of the Developer in connection with the Reviewed Documents, which knowledge has been obtained by such attorneys in their capacity as such. In particular, our response does not include matters known to any attorney of our firm in a capacity other than as special counsel to the Developer. Further, the words 'bur knowledge," "our actual knowledge" and similar expressions used in this opinion letter are intended to be limited to the actual knowledge of Misty Ventura, Corey Admire, and Roxanne Sheehan of our firm who have been directly involved in representing the Developer. We have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge concerning such facts should be drawn from the fact that such limited representation has been undertaken by us. Based upon the foregoing, but subject to the assumptions, qualifications, and limitations set forth both above and below, and having due regard for such legal considerations as we deem relevant, we are of the opinion that: 1. The Reviewed Documents constitute legal, valid, and binding obligations of and are enforceable against the Developer in accordance with their respective terms. 2. The execution, delivery, and performance by the Developer of its obligations under the Reviewed Documents do not violate any existing laws of the State of Texas applicable to the Developer or any ordinances of the City applicable to the Developer. 3. No consents or approvals are required from the City, the State of Texas, or any other political subdivision or agency of the State of Texas in connection with the execution, delivery, and performance by the Developer of its obligations under the Reviewed Documents except those consents and approvals: (i) already obtained; (ii) required or described in the express terms of the Reviewed Documents; and (iii) that are necessary for the Developer to D-2-3 4141-5650-027T6 perform its obligations under the Reviewed Documents and are ordinarily and customarily required to develop land within the City and to operate the businesses of the Developer that are described in the Reviewed Documents. The foregoing opinions are, with your concurrence, predicated on, limited by and qualified in their entirety by the following: (a) The foregoing opinions are based on and limited to the laws of the State of Texas, and we render no opinion with respect to the federal laws of the United States or to the laws of any other jurisdiction. (b) We express no opinion with respect to the enforceability of provisions of the Reviewed Documents that relate to (i) mediation or arbitration; (ii) limitations or restrictions on, or waiver of, legal or equitable remedies; (iii) indemnity or release; (iv) limitations or restrictions on assignment or transfer of rights, interests or property; (v) the rights or obligations of third parties; (vi) evidentiary standards; (vii) waiver of rights to notice or the obligations of good faith, fair, dealing, diligence or reasonableness; (viii) self-help, subrogation, delay or omission to enforce rights or remedies, contribution or severability; (ix) the availability of specific performance, injunctive relief or any other equitable remedy (regardless of whether such question is considered in a proceeding in equity or at law); (x) fixed, stipulated or liquidated damages; (xi) the making of determinations in the sole and absolute (or similarly described) discretion of a party to the Reviewed Documents; (xii) authorizing any party to exercise any rights other than in accordance with applicable law; (xiii) liability of any party for payment of any amount payable under the Reviewed Documents to the extent such amounts (A) accrue, or are attributable to any period of time, after the termination of any of the Reviewed Documents, (B) allow any other party to recover more than the "benefit of its bargain" or (C) exceed the amount of any party's actual damages; (xiv) rendering inapplicable any otherwise applicable law (other than those laws which by their terms may be rendered inapplicable); (xv) requiring all amendments, waivers and terminations be in writing or requiring disregard of any course of dealing between the parties; (xvi) establishing any obligation of the parties as absolute or unconditional regardless of the occurrence or non- occurrence or existence or non-existence of any event or other state of facts; (xvii) obligations of the parties by reference to and/or incorporation of any provision of any agreement other than the Reviewed Documents, or that consist of or employ provisions (whether operative or definitional) contained in any such other agreement; (xviii) obligating any party to take action it has no legal right to take, or to take or not take an action if taking or failing to take the same would constitute, or aid or abet, a violation of applicable law; (xix) certain agreements of non -signatories, or obligations of signatories with respect to non -signatories or other persons or entities, whether or not signatories, not under the control of such signatories; (xx) selection of venue; (xxi) modifying the time at which any applicable statute of limitation begins to run or at which any cause of action begins to accrue; (xxii) an exemption from any sales or other taxes; (xiii) disclaiming or limiting warranties implied by or required pursuant to law; (xxiv) waiving the defense that an adequate remedy at law exists; and (xxv) waiving any suretyship defenses. (c) The validity, binding effect, and enforceability of the Reviewed Documents may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, D-2-4 4141-5650-0277.6 moratorium, liquidation, redemption, conservatorship, rearrangement, fraudulent conveyance, or other similar statutes, regulations or laws affecting creditor's rights and remedies generally; (ii) general principles of equity; (iii) judicial discretion; (iv) the exercise by political subdivisions or governmental authorities or corporations acting on their behalf of sovereign or governmental immunity, legislative or governmental powers, police powers, taxing powers, or rights of appropriation; and (v) applicable court decisions relating to a duty or obligation to mitigate damages. (d) We express no opinion regarding the effect of the laws of usury or similar laws regarding interest rate limitations on the provisions of the Reviewed Documents. (e) We express no opinion with respect to the matters described on Exhibit B attached to this letter. (f) The opinions set forth herein are also subject to the qualification that enforceability of the Reviewed Documents may be limited by (i) the provisions of Section 130.002 of the Texas Civil Practice and Remedies Code regarding limitations on indemnifications; (ii) Section 28 of the Texas Property Code regarding prompt payment to contractors and subcontractors; (iii) Section 16.071 of the Texas Civil Practice and Remedies Code regarding the time period for a claimant to give notice of a claim for damages as a condition precedent to the right to sue on a contract; (iv) Section 16.070 of the Texas Civil Practice and Remedies Code regarding permitted contractual limitations on when a claimant may bring suit on a contract; (v) Section 38.02 of the Texas Civil Practice and Remedies Code providing for the notice time period in order for a claimant to recover attorneys' fees; (vi) the "express negligence" and "clear and conspicuous" rules adopted by the Texas Supreme Court, as applied to any indemnity or release provisions in the Reviewed Documents; (vii) Section 35.52 of the Texas Business and Commerce Code; (viii) Section 162.001 et seq. of the Texas Property Code; (ix) Section 302.002 of the Texas Finance Code; (x) Section 28.009 of the Texas Property Code; and (xi) claims of sovereign or governmental immunity by political subdivisions or governmental authorities or corporations acting on their behalf. (g) The opinions expressed herein are based on our consideration of laws of the State of Texas which, in our experience, are normally applicable to transactions of the type described in the Reviewed Documents. This opinion letter has been rendered solely for the benefit of the addressees named above in connection with the Bond Purchase Agreement and the transactions described therein, and may not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose or by any other person without our prior written consent. A copy of this opinion letter may be delivered by the Underwriter in connection with the issuance of the Bonds, and the Underwriter may rely on the opinions expressed above. This opinion letter does not constitute a warranty or guarantee or an opinion as to matters of fact and should not be construed or relied upon as such. This opinion letter is as of the date hereof only, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein. Very truly yours, D-2-5 414 ]-5650-0277.6 EXHIBIT A TO OPINION LETTER ADDITIONAL ASSUMPTIONS In addition to the assumptions contained in the letter to which this Exhibit A is attached, we have, with your concurrence and without any inquiry or other investigation, made and relied upon the following additional assumptions: 1. The legal capacity of all natural persons executing the Reviewed Documents; 2. No undue influence, duress, fraud, or deceit exists with respect to the transactions described in the Reviewed Documents, and there has not been any mutual mistake of fact or misunderstanding with respect to the same; 3. The conduct of the parties to the Reviewed Documents has complied, and will comply, with any requirement of good faith, fair dealing, and conscionability; 4. There are no agreements or understandings, written or oral, among the parties to the Reviewed Documents, and there is no usage or trade or course of prior dealing among the parties to the Reviewed Documents that would, in either case, define, supplement, or qualify the terms of the Reviewed Documents; 5. All statutes and ordinances enacted by an official legislative body were validly enacted and are constitutional, and all rules and regulations promulgated or issued by an official administrative body and not adjudicated invalid or unenforceable are valid and enforceable; 6. All parties to the Reviewed Documents have complied with all legal requirements that are applicable to them to the extent necessary to authorize such parties to enter into the Reviewed Documents and, except as to the Developer, the Reviewed Documents are enforceable against the other parties thereto; 7. There has been no modification of any provision of the Reviewed Documents, and no waiver or release of any right or remedy thereunder; 8. All parties to the Reviewed Documents will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Reviewed Documents; 9. All parties to the Reviewed Documents will obtain all permits and governmental approvals required in the future, and take all actions similarly required, relevant to subsequent consummation of the transactions evidenced by the Reviewed Documents or performance of the Reviewed Documents; and 10. There are no material misstatements in the legal opinions delivered pursuant to the Bond Purchase Agreement by: (i) McCall, Parkhurst & Horton L.L.P. and Kelly, Hart & Hallman LLP, Co -Band Counsel to the City; (ii) Leann Guzman, City Attorney; (iii) Orrick, Herrington & Sutcliffe LLP, counsel to the Underwriter; (iv) Williams Anderson Ryan & Carroll LLP, corporate counsel to the Developer, and (v) Haynes and Boone LLP, special counsel to the Developer. D-2-6 4141-5650-0277.6 EXHIBIT B TO OPINION LETTER ADDITIONAL EXCLUSIONS None of the opinions expressed in the letter to which this Exhibit B is attached include any implied opinion unless such implied opinion is both (a) essential to the legal conclusion reached by the express opinions set forth in this Ietter and (b) based upon prevailing norms and expectations among experienced lawyers in the State of Texas, reasonable in the circumstances. Moreover, unless explicitly addressed in the letter to which this Exhibit B is attached, our opinions do not address any of the following legal issues or the effects thereof on the transactions evidenced by the Bond Purchase Agreement or any other documents prepared, delivered, or executed in connection with the Bonds (the "Bond Documents"), and we specifically express no opinion with respect to the Bond Documents related to: 1. Federal and State securities laws and regulations administered by the Securities and Exchange Commission and state "Blue Sky" laws and regulations. 2. The compliance or noncompliance by the Underwriter, the Trustee, the City, any party to the Bond Documents, or the purchasers of the Bonds with any federal and state laws or regulations applicable to the transactions evidenced by the Bond Documents; 3. Compliance with fiduciary duty requirements; 4. Decisions, orders, rules, policies, and regulations of any political subdivision, department, agency, organization, or entity of any kind created under or pursuant to federal law and judicial decisions to the extent they deal with any of the foregoing. 5. Title to any asset or property described or referred to in the Bond Documents or the accuracy or sufficiency of its description; 6. The creation, attachment, perfection, priority or enforcement of any lien, security interest or right of offset purported to be granted under the Bond Documents or created by operation of law; 7. The recordation or filing of any Bond Documents or related documents; 8. Federal and state environmental laws and regulations; 9. Federal and state land use and subdivision laws and regulations; 10. Federal and state tax laws and regulations; 11. Federal patent, copyright and trademark, state trademark, and other federal and state intellectual property laws and regulations; 12. Federal and state racketeering laws and regulations (e.g., RICO); 13. Federal and state health and safety laws and regulations (e.g., OSHA); 14. Federal and state labor laws and regulations; 15. Federal and state laws, regulations and policies concerning (i) national and local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws; 16. Other federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes); and 17. The Bond Purchase Agreement, Indenture, Preliminary Limited Offering Memorandum, final Limited Offering Memorandum, and any other Bond Documents. D-2-7 4141-5650-0277.6 APPENDIX D-3 [LETTERHEAD OF HAYNES AND BOONE, LLP] July 9, 2024 City of Fort Worth FMSbonds, Inc. 100 Fort Worth Trail 5 Cowboys Way, Suite 300-25 Fort Worth, Texas 76102 Frisco, Texas 75034 McCall Parkhurst & Horton LLP 717 N.'Harwood, Suite 900 Dallas, Texas 75201 Kelly, Hart & Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Shupe. Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 BOKF, NA 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Williams, Anderson, Ryan & Carroll LLP 1717 Main Street, Suite 5350 Dallas, Texas 75201 $18,186,000 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCHIQUAIL VALLEY) IMPROVEMENT AREAS 91-3 PROJECT) Ladies and Gentlemen: We have served as Counsel for Quail Valley Devco I, LLC, a Texas limited liability company ("Quail Valley I"), Quail Valley Devco II, LLC, a Texas limited liability company ("Quail Valley II"), Quail Valley Devco III, LLC, a Texas limited liability company ("Quail Valley III") and Quail Valley Devco VLO, LLC, a Texas limited liability company ("Quail Valley VLO and, collectively with Quail Valley I, Quail Valley 11 and Quail Valley III, the "Developer") in connection with the issuance and sale by the City of Fort Worth, Texas (the "City") of $18,186,000 City of Fort Worth, Texas Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas # 1-3 Project)" (the "Bonds"), pursuant to that certain Indenture of Trust dated as of June 1, 2024 (the "Indenture"), by and between the City and BOKF, NA, Houston, Texas, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the first, second and third phases of the development known as Walsh Ranch/Quail Valley located in the City and in the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District"). D-3-1 4141-5650-0277.6 The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain Bond Purchase Agreement dated June 11, 2024 (the "Bond Purchase Agreement'), by and between the City and the Underwriter. This opinion is being delivered pursuant to Section 10(d) of the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. Assumptions and Bases for Opinions and Assurances In our capacity as Counsel for the Developer, and for the purpose of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents being executed, entered into and/or issued, as the case may be, in connection with the issuance of the Bonds (collectively, the "Material Documents"): (1) the Developer Letter of Representations; (2) the Master Reimbursement Agreement; (3) the Improvement Areas #1-3 Reimbursement Agreements; (4) the Landowner Agreements; (5) the Development Agreement; and (6) the Continuing Disclosure Agreement of Developer. (b) The Preliminary Limited Offering Memorandum, dated May 30, 2024, relating to the issuance of the Bonds (the "Preliminary Limited Offering Memorandum'; (c) The final Limited Offering Memorandum, dated June 11, 2024, relating to the issuance of the Bonds (together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memorandum"); and (d) Such other documents, records, agreements, and certificates of Developer and its constituent parties and such other parties as we have deemed necessary or appropriate to enable us to render the opinions expressed below. As to questions of fact material to the opinions set for herein, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the parties to the Material Documents made in such documents and other certificates. D-3-2 4141-565M277.6 In making such examinations of the Material Documents, we have assumed with your consent: (a) the genuineness of all signatures, (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any of such documents for which recordation is anticipated, (f) the legal capacity of natural persons signing such documents on behalf of the parties thereto, (g) that the laws of any jurisdiction other than the jurisdictions that are the subject of this opinion letter do not affect the plain meaning of the terms of such documents, and (h) the correctness and accuracy of all the representations and warranties and certificates upon which we have relied, as described above. In addition, except to the extent expressly opined in the opinion paragraphs below, we have assumed with your consent (i) that each party to such documents is validly existing and in good standing under the laws of the state of its formation or organization and has the full power, authority and legal right to enter into and perform all agreements to which it is a party, 0) that such documents have been duly authorized, executed and delivered by each party thereto, (k) that the execution and delivery by each party of, and performance of its agreements in, such documents do not (A) violate such party's formation or organizational documents, (B) breach or result in a default under any existing obligation of such parry under any agreements, contracts or instruments to which such party is a party, or (C) violate or contravene any law, statute, rule or regulation applicable to such party, (1) all required orders, consents, approvals, licenses, authorizations, validations, filings recordings, and registrations with, or exemptions by, all governmental authorities have been obtained and remain in full force and effect for the execution, delivery and performance by each parry thereto, and (m) that each such document constitutes the valid, binding and enforceable agreement of all the parties thereto. Opinions and Assurances Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that: 1. Assuming the due execution and delivery of the Material Documents to which the Developer is a party, the Material Documents constitute the legal, valid, and binding obligations of the Developer, enforceable against the Developer in accordance with its terms, subject to the following qualifications: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and (ii) the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein may be limited, in whole or in part. 2. The information set forth in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions "PLAN OF FINANCE — Development Plan," "— Status of Development", and Single -Family Residential Development in Improvement Areas #1-3'; "OVERLAPPING TAXES AND DEBT -- Homeowners' Association," "THE IMPROVEMENT AREAS 41-3 AUTHORIZED IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER," "BONDHOLDERS' RISKS" (only as it pertains to the Developer, Improvement Areas #1-3 Authorized Improvements and the Development), "LEGAL MATTERS — Litigation —The Developer," "CONTINUING D-3 -3 4141-5650-0277.6 DISCLOSURE —The Developer" and The Developer's Compliance with Prior Undertakings," "APPENDIX E-2," "APPENDIX F-1," APPENDIX F-2," "APPENDIX F-3," and "APPENDIX F 4" adequately and fairly describes the information summarized under such captions and are correct as to matters of law. In addition, based upon our participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and our participation at conferences with representatives of the City and its counsel, and with representatives of the Developer at which the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph, with respect to the Preliminary Limited Offering Memorandum, as of the date of the Preliminary Limited Offering Memorandum and as of June 11, 2024, and with respect to the Limited Offering Memorandum, as of the date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. We express no opinion as to the laws of any jurisdiction other than the laws of Texas and the laws of the United States of America. The opinions expressed above concern only the effect of the laws (excluding the principles of conflict of laws) of Texas and the United States of America as currently in effect. This opinion is rendered solely as the date hereof, and we assume no obligation to supplement this opinion if any Applicable Laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion. As used herein, "Applicable Laws" means the laws, rules and regulations of the State of Texas and the United States of America and the rules and regulations adopted thereunder; for the avoidance of doubt, the foregoing shall not include any local or municipal laws, environmental laws or regulations, development laws or regulations, land ordinances or water management laws or regulations. The term "Applicable Laws" as used herein does not include, the following: (a) federal securities Iaws and regulations administered by the Securities and Exchange Commission (including regulation of investment companies, investment advisors and broker -dealers), State "Blue Sky" laws and regulations, Federal Reserve Board margin regulations (including Regulation U) and laws and regulations administered by the Commodity Futures Trading Commission or otherwise relating to swaps, commodities, futures, indices and other similar instruments; (b) laws and regulations concerning labor, pension and employee rights and benefits and regulations; (c) antitrust and unfair competition laws and regulations; (d) compliance with fiduciary duty requirements; (e) bankruptcy, insolvency, fraudulent conveyances and voidable D-3-4 4141-5650-0277.6 transfer laws and regulations; (f) laws and regulations regarding pollution or protection of the environment; (g) zoning, land use, subdivision, building and construction laws and regulations; (h) tax laws and regulations; (i) antifraud laws and regulations; 0) laws (including Executive Orders), regulations, and policies concerning foreign asset or trading controls, national security, national and local emergencies, terrorism or money laundering; (k) deference to acts of sovereign states (including foreign governmental actions or laws affecting creditors' rights); (1) laws and regulations concerning racketeering (i.e., RICO), criminal or civil forfeitures and other criminal acts (e.g., mail fraud and wire fraud statutes); (m) public utility laws and regulations and similar laws and regulations relating to the regulation of communication, telecommunication, aviation, shipping, transportation and similar public services or the transmission of energy, power or gas; (n) patent, copyright, trademark and other intellectual property laws and regulations; (o) health, occupational and safety laws and regulations; (p) the Dodd -Frank Wall Street Reform and Consumer Protection Act of 2010 and implementing regulations, and other laws and regulations relating to the regulation of banks, investment companies, insurance companies, broker -dealers, covered swap entities, security -based swap entities and other financial institutions; (q) domestic relations laws, marital laws, inheritance and estate laws, consumer protection laws and other laws relating to individuals; (r) laws and regulations relating to corrupt practices (including the Foreign Corrupt Practices Act); (s) laws and regulations concerning foreign investment in the United States; (t) food and drug laws and regulations (including the regulation of narcotics) and healthcare laws and regulations; (u) usury laws; (v) privacy laws and regulations; (w) the Hague Securities Convention, (x) the Corporate Transparency Act, (y) laws and regulations relating to immigration and naturalization, (z) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions (whether created or enabled through legislative action at the federal, state, or regional level); or (aa) judicial decisions to the extent that they deal with any of the foregoing. This opinion may not be relied upon by any other person except those specifically addressed in this letter. Very truly yours, Haynes and Boone, LLP D-3-5 4141-5650-0277.6 APPENDIX E CLOSING CERTIFICATE OF DEVELOPER Quail Valley Devco I, LLC, a Texas limited liability company ("Quail Valley I"), Quail Valley Devco II, LLC, a Texas limited liability company ("Quail Valley IF'), Quail Valley Devco III, LLC, a Texas limited liability company ("Quail Valley III") and Quail Valley Devco VLO, LLC, a Texas limited liability company ("Quail Valley VLO" and, together with Quail Valley I, Quail Valley II, and Quail Valley III, the "Developer"), DO EACH HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Bond Purchase Agreement related to the Bonds (as defined herein) between the City (as defined herein) and FMSbonds, Inc., the underwriter of the Bonds. I. Each Developer is a Texas limited liability company organized, validly existing and in good standing under the laws of the State of Texas. 2. Representatives of the Developer have provided information to the City of Fort Worth, Texas (the "City") and FMSbonds, Inc. (the "Underwriter") to be used in connection with the offering by the City of its $18,186,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public. Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)" (the "Bonds"), pursuant to the Preliminary Limited Offering Memorandum, dated May 30, 2024 (the "Preliminary Limited Offering Memorandum"), and Limited Offering Memorandum dated June 11, 2024 (the "Limited Offering Memorandum"). 3. Each Developer has delivered to the Underwriter and the City true, correct, complete and fully executed copies of such Developer's organizational documents and such documents have not been amended or supplemented since delivery to the Underwriter and the City and are in fall force and effect as of the date hereof. 4. Each Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State and (ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for such Developer. 5. Each Developer has executed and delivered each of the below listed documents to which it is a party (individually, a "Developer Document" and collectively, the "Developer Documents") in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) the Developer Letter of Representations dated June 11, 2024; (b) the Master Reimbursement Agreement; (c) the Improvement Areas #1-3 Reimbursement Agreements; (d) the Development Agreement; E-1 4141-5650-0277.6 (e) the Landowner Agreements; and (f) the Continuing Disclosure Agreement of Developer. 6. Each Developer has complied in all material respects with all of such Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by such Developer under the Developer Documents on or prior to the date hereof. 7. The representations and warranties of each Developer contained in the Developer Documents are true and correct in all material respects on and as of the date hereof. S. The execution and delivery of the Developer Documents do not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not, violate any judgment, order, writ, injunction or decree binding on the Developer or conflict with or constitute a breach of or default under any loan agreement, indenture, bond note, resolution, agreement or other instrument to which the Developer is a parry or is otherwise subject, which violation, breach or default would materially adversely affect the Developer or its performance of its respective obligations under the transactions described in the Material Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described in the Developer Documents (a) under applicable law or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument. 9. There are no actions, suits or proceedings pending or, to our knowledge, threatened against the Developer in any court of law or equity, or before or by any governmental instrumentality with respect to: (i) its organization or existence or qualification to do business in the State of Texas; (ii) its authority to execute or deliver the Developer Documents to which it is a parry; (iii) the titles of the parties executing the Developer Documents; (iv) the transactions contemplated by, or the execution, delivery, validity or enforceability of the Developer Documents; (v) the ability of the Developer to perform its obligations under the Developer Documents in all material respects; (vi) the operations or financial condition of the Developer or its managing member that would materially adversely affect those operations or the financial condition of the Developer or its managing member; or (vii) the development of the District in accordance with the description thereof in the Limited Offering Memorandum or the acquisition the property and the construction of the "Improvement Areas #1-3 Authorized Improvements" identified in the Limited Offering Memorandum. 10. The Developer has reviewed and approved the information contained in the Preliminary Limited Offering Memorandum in all of the maps included therein and under the captions and subcaptions "PLAN OF FINANCE — Development Plan," "— Status of Development" and "— Single -Family Residential Development in Improvement Areas 41-3," "OVERLAPPING TAXES AND DEBT — Homeowners' Association," "THE IMPROVEMENT AREAS #1-3 AUTHORIZED IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER," and, to the Developer's knowledge after due inquiry, under the captions `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the E-2 4141-5650-0277.6 Improvement Areas #1-3 Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer," "CONTINUING DISCLOSURE — The Developer" and " — The Developer's Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Developer," "APPENDIX E-2" and "APPENDIX F-1," "APPENDIX F-2," "APPENDIX F-3" and "APPENDIX F-4" (collectively, the "Developer Disclosures") and certifies that the information contained in the Developer Disclosures is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, as of the date of the Preliminary Limited Offering Memorandum and as of the date of the Limited Offering Memorandum; provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Preliminary Limited Offering Memorandum. 11. The Developer has reviewed and approved the information contained in the Developer Disclosures in the Limited Offering Memorandum and certifies that the same is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, as of the date of the Limited Offering Memorandum and as of the date hereof, provided, however, that the foregoing certification is not a certification' as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum. 12. The Developer is in compliance in all material respects with all provisions of applicable law relating to the Developer in connection with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) to the Developer's knowledge, there is no default of any zoning condition, land use permit or development agreement binding upon the Developer or any portion of the Development that would materially and adversely affect the Developer's ability to complete or cause to be completed the development of Improvement Areas #1-3 of the District as described in the Limited Offering Memorandum; and (b) the Developer has no reason to believe that any additional permits, consents and licenses required to complete the development of Improvement Areas 41-3 of the District as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course. 13. The Developer is not insolvent and has not made an assignment for the benefit of creditors, filed, or consented to a petition in bankruptcy, petitioned or applied (or consented to any third -party petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. 14. The levy of the Assessments on property in Improvement Areas #1-3 of the District will not conflict with or constitute a breach of or default under any agreement, mortgage, deed of trust, indenture, or other instrument to which the Developer is a party or to which the Developer or any of its property or assets is subject. E-3 4141-5650-0277.6 15. The Developer is not in default under any mortgage, trust indenture, lease, or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the Developer's ability to perform its obligations under the Developer Documents. 16. The Developer has no knowledge of any physical condition of the Development owned or to be developed by the Developer that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state, or local governmental laws or regulations relating to the environment in any material and adverse respect. 17. The Developer hereby verifies that it does not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted herein within 120 days after the date the Developer is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. Pursuant to Section 2264.IQ1(c), Texas Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts. 18. The Developer makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"). As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of the Bond Purchase Agreement shall survive until barred by the applicable statute of limitations and shall not be liquidated or otherwise limited by any provision of the Bond Purchase Agreement, notwithstanding anything in the Bond Purchase Agreement to the contrary. (i) Not a Sanctioned Company. The Developer represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (ii) No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of the Bond Purchase Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. E-4 4141-5650-0277.6 (ill) No Discrimination Against Firearm Entities. The Developer 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 the Bond Purchase Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (iv) No Boycott of Energy Companies. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of the Bond Purchase Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. E-5 4141-5650-0277.6 Dated: July 9, 2024 DEVELOPER: QUAIL VALLEY DEVCO I, LLC, a Texas limited liability company By: RPG QVR, LLC., a Texas limited Iiability company, its manager By: Republic Property Group, Ltd., a Texas limited partnership, its manager By: RPG, LLC, a Texas limited liability company, its general partner By: Name: Title: QUAIL VALLEY DEVCO II, LLC, a Texas limited liability company By: RPG QVR, LLC., a Texas limited liability company, its manager By: Republic Property Group, Ltd., a Texas limited partnership, its manager By: RPG, LLC, a Texas limited liability company, its general partner By: Name: Title: E-1 4141-565M277.6 QUAIL VALLEY DEVCO III, LLC, a Texas limited liability company By: RPG QVR, LLC., its manager By: Name: Title: QUAIL VALLEY DEVCO VLO, LLC, a Texas limited liability company By: RPG QVR, LLC., its manager By: Name: Title: E-2 4141-5650-0277.6 APPENDIX F [LETTERHEAD OF MUNICAP, INC.] City of Fort Worth, Texas 100 Fort Worth Trail Fort Worth, Texas 76102 McCall, Parkhurst & Horton L.L.P. 112 East Pecan St., Suite 1310 San Antonio, Texas 78205 Kelly Hart & Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 July 9, 2024 FMSbonds, Inc. 5 Cowboys Way, Suite 300-25 Frisco, Texas 75034 BOKF, NA 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Re: City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project) (the "Bonds") Ladies and Gentlemen: The undersigned, an authorized representative of MuniCap, Inc. ("MuniCap"), consultant in connection with the creation by the City of Fort Worth, Texas (the "City"), of Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "District"), does hereby represent the following: 1. MuniCap has supplied certain information contained in the Preliminary Limited Offering Memorandum for the Bonds, dated May 30, 2024 and the final Limited Offering Memorandum for the Bonds, dated June 11, 2024 (together, the "Limited Offering Memorandum"), relating to the issuance of the, Bonds by the City, as described above. The information MuniCap provided for the Limited Offering Memorandum is located (a) under the captions "ASSESSMENT PROCEDURES," "ASSESSMENT DATA" and "THE PID ADMINISTRATOR' and (b) in the Service and Assessment Plan (the "SAP") for the City located in APPENDIX C to the Limited Offering Memorandum. 2. At the request of the City, MuniCap has prepared the SAP and acknowledges and agrees that the SAP will be included in the Limited Offering Memorandum for the Bonds. 3. To our professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain an untrue statement of a material fact as to the information and data set forth therein and does not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 4. We agree to the use of its name in the Limited Offering Memorandum for the Bonds. F-1 4141-5650-0277.6 5. We agree that, to the best of our ability, we will inform you immediately should we learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about July 9, 2024) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in a material fact or render any such information materially misleading. 6. The undersigned hereby represents that he or she has been duly authorized to execute this letter of representation. Sincerely yours, MUNICAP, INC. By: Its: F-2 4141-5650-0277.6 Exhibit C CONTINUING DISCLOSURE AGREEMENT C-1 DRAFT 512112024 CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCHIQUAIL VALLEY) IMPROVEMENT AREAS 41-3 PROJECT) CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER This Continuing Disclosure Agreement of the Issuer dated as of July 1, 2024 (this "Disclosure Agreement") is executed and delivered by and among the City of Fort Worth, Texas (the "Issuer"), MuniCap, Inc. (as more fully defined herein, the "Administrator") and PFM Financial Advisors LLC, acting solely in its capacity as dissemination agent (as more fully defined herein, the "Dissemination Agent"), with respect to the Issuer's "Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project)" (the "Bonds"). The Issuer, the Administrator, and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for the benefit of the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through EMMA (defined below). SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture of Trust dated as of July 1, 2024, relating to the Bonds (the "Indenture"), which apply to any capitalized term used in this Disclosure Agreement, including the Exhibits hereto, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Additional Obligations" means any bonds or obligations, including specifically, any installment contracts, reimbursement agreements, temporary notes or time warrants secured in whole or in part by an assessment, other than. the Assessments securing the Bonds, levied against property within the District in accordance with the PID Act. "Administrative Expenses" shall have the meaning assigned to such term in the Indenture. "Administrator" shall mean an employee of the Issuer or third -party designee of the Issuer who shall have the responsibilities provided in the Service and Assessment Plan, the Indenture, or any other agreement or document approved by the Issuer related to the duties and responsibilities of the administration of the District. The Issuer has selected MuniCap, Inc. as the current Administrator. "Annual Financial Information" shall mean annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4(a) of this Disclosure Agreement. "Annual Information Filing Date" shall mean, for each Fiscal Year, the date that is six (6) months after the end of the Issuer's Fiscal Year, which Annual Financial Filing Date is currently March 31, beginning March 31, 2025. 4147-0364-2933.7 "Annual Installment" shall have the meaning assigned to such term in the Indenture. "Annual Service Plan Update" shall mean the annual review and update of the Service and Assessment Plan required by the PID Act and the Service and Assessment Plan. "Assessments" shall have the meaning assigned to such term in the Indenture. "Audited Financial Statements" shall mean the audited financial statements of the Issuer that have been prepared in accordance with generally accepted accounting principles applicable to the Issuer from time to time and that have been audited by an independent certified public accountant. "Audited Financial Filing Date" shall mean, for each Fiscal Year, the date that is twelve (12) months after the end of the Issuer's Fiscal Year, which Audited Financial Filing Date is currently September 30, beginning September 30, 2024. "Business Day" shall have the meaning assigned to such term in the Indenture. "Developer" shall mean collectively, Quail Valley Devco III, LLC, a Texas limited liability company, and Quail Valley Devco VLO, LLC, a Texas limited liability company, and their designated successors and assigns. "Disclosure Agreement of Developer" shall mean the Continuing Disclosure Agreement of the Developer relating to the Bonds dated as of July 1, 2024 executed and delivered by the Developer, the Administrator and the Dissemination Agent. "Disclosure Representative" shall mean the Chief Financial Officer of the Issuer or his or her designee, or such other officer or employee as the Issuer, may designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean PFM Financial Advisors LLC, acting solely in its capacity as dissemination agent, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation. "District" shall mean Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley). "EMMA" shall mean the Electronic Municipal Market Access System currently available on the internet at http://emma.msrb.or . "Filing Date" shall mean, collectively, the Annual Information Filing Date and the Audited Financial Filing Date. "Financial Obligation" shall mean a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "financial obligation" shall not include municipal securities (as 2 4147-0364-2433.7 defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. "Fiscal Year" shall mean the Issuer's fiscal year, currently the twelve-month period from October I through September 30. "Improvement Areas # 1-3" shall have the meaning assigned to such term in the Indenture. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule. "Outstanding" shall have the meaning assigned to such term in the Indenture. "Owner(s)" shall have the meaning assigned to such term in the Indenture. "Participating Underwriter" shall mean FMSbonds, Inc., and its successors and assigns. "PID Act" means Chapter 372, Texas Local Government Code, as amended. "Rule" shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" shall mean the United States Securities and Exchange Commission. "Service and Assessment Plan" shall have the meaning assigned to such term in the Indenture. "Trustee" shall have the meaning assigned to such term in the Indenture. SECTION 3. Provision of Annual Financial Information and Audited Financial Statements. (a) The Issuer shall cause and hereby directs the Administrator to compile and prepare the Annual Financial Information. The Administrator shall provide such Annual Financial Information to the Issuer and the Dissemination Agent no later than ten (10) Business Days before the Annual Information Filing Date of each Fiscal Year. (b) The Issuer shall cause and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, commencing with the Fiscal Year ended September 30, 2024, (i) not later than the Annual Information Filing Date, the Annual Financial Information provided to the Dissemination Agent and (ii) not later than the Audited Financial Filing Date, its Audited Financial Statements. In each case, the Annual Financial Information or Audited Financial Statements may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this 4147-0364 2933.7 Disclosure Agreement. If the Issuer's Fiscal Year changes, it shall give notice of such change (including the date of the new Fiscal Year) with the MSRB prior to the next Filing Date. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. (c) The Issuer shall or shall cause the Dissemination Agent to: (i) determine the filing address or other filing location of the MSRB each year within ten (10) Business Days prior to filing the Annual Financial Information or the Audited Financial Statements by the applicable Filing Date; and (ii) file the Annual Financial Information and the Audited Financial Statements by the applicable Filing Date, containing or incorporating by reference the information set forth in Section 4 hereof. (d) If the Issuer has provided the Dissemination Agent with the completed Annual Financial Information or the Audited Financial Statements, as applicable, and the Dissemination Agent has filed such Annual Financial Information or Audited Financial Statements with the MSRB, then the Dissemination Agent shall file a report with the Issuer (i) certifying that the Annual Financial Information or Audited Financial Statements, as applicable, has been filed with the MSRB pursuant to this Disclosure Agreement and (ii) stating the date that it was filed, which report shall include a filing receipt from the MSRB. SECTION 4. Content and Timing of Annual Financial Information and Audited Financial Statements. The Annual Financial Information and Audited Financial Statements for the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file, the following: (a) Annual Financial Information. By the Annual Information Filing Date, the following Annual Financial Information (any or all of which may be unaudited): (i) Tables setting forth the following information, as of the end of such Fiscal Year: (A) for the Bonds, the maturity date or dates, the interest rate or rates, the original aggregate principal amount, the aggregate principal amount Outstanding and the total interest amount due on aggregate principal amount Outstanding; (B) the amounts in the funds and accounts held under the Indenture securing the Bonds and a general description of the related investments; and (C) the assets and liabilities of the Trust Estate. (ii) Financial information and operating data with respect to the Issuer of the general type and in substantially similar form to that shown in the tables provided under Sections 4(a)(ii) of Exhibit B attached hereto. Such information shall be provided as of the end of the reporting Fiscal Year. (iii) Any updates to the Service and Assessment Plan, including the Annual Service PlanUpdate (collectively, a "SAP Update"). 4 4147-0364-2933.7 (iv) A description of any amendment to this Disclosure Agreement and a copy of any restatements to the Issuer's audited financial statements during such Fiscal Year; and (b) Annual Financial Statements. By the Audited Financial Filing Date, the Audited Financial Statements for such Fiscal Year, prepared in accordance with generally accepted accounting principles applicable from time to time to the Issuer. If the Audited Financial Statements are not available by the Audited Financial Filing Date, then the Issuer shall provide unaudited financial statements within such period and Audited Financial Statements when and if such statements become available. (c) A form for submitting the information set forth in Section 4(a) above is attached as Exhibit B hereto. Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. 'The Issuer shall clearly identify each such other document so included by reference. The Administrator, and if no Administrator is designated, the Issuer's staff, shall prepare the Annual Financial Information. In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of the Annual Financial Information under this Section 4. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, each of the following is a Listed Event with respect to the Bonds: Principal and interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds. 7. Modifications to rights of Owners, if material. Bond calls, if material, and tender offers. 9. Defeasances. 4147-0364-2933.7 material. 10. Release, substitution, or sale of property securing repayment of the bonds, if 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar event of the Issuer. 13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 14. Appointment of a successor or additional trustee under the Indenture or the change of name of a trustee, if material. 15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material. 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. The sale by the Developer of real property within Improvement Areas #1-3 will not constitute a Listed Event for the purposes of paragraph (10) above. For these purposes, any event described in paragraph (12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. The Issuer intends the words used in paragraphs (15) and (16) above and the definition of Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. For the avoidance of doubt, the issuance of additional bonds, if any, under the Indenture or the incurrence of Additional Obligations without the filing of a corresponding official statement with the MSRB will constitute the incurrence of a material Financial Obligation for which a notice of a Listed Event in accordance with this Section 5 must be filed with the MSRB. Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the MSRB. The Dissemination Agent shall file such notice no later than the Business Day immediately following the day on which it receives written notice of such occurrence from the Issuer. Any such notice 6 4147-0364 2933.7 is required to be filed within ten (10) Business Days of the occurrence of such Listed Event; provided, however, the failure of the Issuer to provide timely written notice to the Dissemination Agent in accordance with this paragraph shall not constitute a failure of the Dissemination Agent to comply with the MSRB's ten (10) Business Day filing requirement. Additionally, the Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide annual audited or unaudited financial statements or Annual Financial Information as required under this Disclosure Agreement. The form for submitting such notice is attached hereto as Exhibit A. Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information. In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures made under this Section 5. In addition, the Issuer shall have the sole responsibility to ensure that any notice required to be filed under this Section 5 is filed within ten (10) Business Days of the occurrence of the Listed Event. (b) The Dissemination Agent shall, within three (3) Business Days after obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been instructed in writing by the Disclosure Representative on behalf of the Issuer to report the occurrence of a Listed Event under this subsection (b), the Dissemination Agent shall file a notice of such occurrence with the MSRB no later than two (2) Business Days following the day on which it receives such written instructions. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such event has occurred. As used above, "actual knowledge" means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent be liable in damages or in tort to the Issuer, the Participating Underwriter, the Trustee, or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such notice in a timely fashion. (c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8 (as to bond calls only), 10, 13, 14 or 15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly, but in no case more than five (5) Business Days after the occurrence of the event, notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b). SECTION 6. Termination of Reporting Obligations. The obligations of the Issuer, the Administrator and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent and the Administrator of an opinion of nationally recognized bond counsel to the 7 4147-0364-2933.7 effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding, the Administrator and Dissemination Agent may assume that the Issuer is an obligated person with respect to the Bonds until they receive written notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and the Administrator and Dissemination Agent may conclusively rely upon such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect to the Bonds under Section 5(a). SECTION 7. Dissemination Agent. The Dissemination Agent agrees to perform the duties set forth in this Disclosure Agreement. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Issuer discharges the Dissemination Agent without appointing a successor Dissemination Agent, the Issuer shall use best efforts to appoint a successor Dissemination Agent within thirty (30) days of such discharge. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall be PFM Financial Advisors LLC. The Issuer will give prompt written notice to the Developer, or any other party responsible for providing quarterly information pursuant to the Disclosure Agreement of Developer, of any change in the identity of the Dissemination Agent under the Disclosure Agreement of Developer. SECTION 8. Amendment Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer, the Administrator and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested in writing by the Issuer or the Administrator), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or S(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or beneficial owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Financial Information, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or 8 4147-0364-2933.7 operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Financial Information for the Fiscal Year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. No amendment which adversely affects the Dissemination Agent may be made without its prior written consent (which consent will not be unreasonably withheld or delayed). SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Financial Information, Audited Financial Statements or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Financial Information, Audited Financial Statements or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Financial Information, Audited Financial Statements or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial owner of the Bonds may, and the Trustee (at the written direction of or the Owners of at least fifty percent (50%) aggregate principal amount of Outstanding Bonds and upon being indemnified to its satisfaction, as set forth in the Indenture) shall, take such actions as may be necessary and appropriate to cause the Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action for mandamus or specific performance. A default under this Disclosure Agreement shall not be deemed a default under the Disclosure Agreement of Developer, and a default under the Disclosure Agreement of Developer shall not be deemed a default under this Disclosure Agreement. SECTION 11. Duties Immunities and Liabilities of Dissemination Agent and Administrator. (a) Except as otherwise provided herein, the Dissemination Agent shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to hold harmless the Dissemination Agent, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Administrative Expenses collected from the property owners in Improvement Areas #1-3 of the District, to the extent available, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities 9 4147-0364-2933.7 arising from information provided to the Dissemination Agent by third parties, or the failure of any third party to provide information to the Dissemination Agent as and when required under this Disclosure Agreement. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is an "obligated person" under the Rule. If the Issuer does not provide the Dissemination Agent with the Annual Financial Information or Audited Financial Statements in accordance with Section 3, the Dissemination Agent shall not be responsible for the failure to submit the Annual Financial Information or Audited Financial Statements, as applicable, to the MSRB. The Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The fact that the Dissemination Agent may have a banking or other business relationship with the Issuer or any person with whom the Issuer contracts in connection with the transaction described in the Indenture, apart from the relationship created by the Indenture or this Disclosure Agreement, shall not be construed to mean that the Dissemination Agent has actual knowledge of any event described in Section 5 above, except as may be provided by written notice to the Dissemination Agent pursuant to this Disclosure Agreement. The Dissemination Agent may, from time to time, consult with legal counsel reasonably selected by the Dissemination Agent in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (b) The Administrator shall not have any responsibility for the (1) accuracy of any information provided by third parties or the Issuer for the disclosures made pursuant to the terms hereof, or (2) the untimeliness of any information provided by third parties or the Issuer for the disclosures made pursuant to the terms hereof, except where such untimeliness is attributable to the actions or inactions of the Administrator. The Administrator shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Administrative Expenses collected from the property owners in Improvement Areas 41-3 of the District, to the extent available, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys' fees) of defending against any claim of liability resulting from information provided to the Administrator by the Issuer, but excluding liabilities due to the Administrator's negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Administrator for losses, expenses or liabilities arising from information provided to the Administrator by third parties, or the failure of any third party to provide information to the Administrator as and when required under this Disclosure Agreement. The obligations of the Issuer under this Section shall survive resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Administrator is an "obligated person" under the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel reasonably selected by the Administrator given with respect to any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any 10 4147-0364-2933.7 action taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper party or parties. The Administrator may, from time to time, consult with legal counsel reasonably selected by the Administrator in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the Administrator shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. (c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY ANY PARTY TO THIS DISCLOSURE AGREEMENT WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. THE DISSEMINATION AGENT AND THE ADMINISTRATOR ARE UNDER NO OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION. SECTION 12. Assessment Timeline. The basic expected timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit C which is intended to illustrate the general procedures expected to be followed in enforcing the payment of delinquent Assessments. Failure to adhere to such expected timeline shall not constitute a default by the Issuer under this Disclosure Agreement, the Indenture, the Bonds or any other document related to the Bonds. SECTION 13. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer, the Administrator or the Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future council members, officer, agent or employee of the Issuer, the Administrator or the Dissemination Agent in other than that person's official capacity. SECTION 14. Severability. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. 11 4147-0364-2933.7 SECTION 15. Sovereign ImmunitX. The Dissemination Agent and the Administrator agree that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer's sovereign or governmental immunities regarding liability or suit. SECTION 16. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Administrator, the Dissemination Agent, the Participating Underwriter, and the Owners and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws. SECTION 17. Dissemination Agent and Administrator Compensation. The fees and expenses incurred by the Dissemination Agent and the Administrator for their respective services rendered in accordance with this Disclosure Agreement constitute Administrative Expenses and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent and the Administrator, but only with funds to be provided from the Administrative Expenses component of the Annual Installments collected from the property owners in Improvement Areas 41-3 of the District, for the fees and expenses for their respective services rendered in accordance with this Disclosure Agreement. SECTION 18. Statutory Verifications. The Dissemination Agent and the Administrator, each respectively, make the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Disclosure Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Dissemination Agent or the Administrator within the meaning of Securities and Exchange Commission Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of this Disclosure Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Disclosure Agreement, notwithstanding anything in this Disclosure Agreement to the contrary. (a) Not a Sanctioned Company-. The Dissemination Agent and the Administrator, each respectively, represent that neither the Dissemination Agent, the Administrator, nor any parent company, wholly- or majority -owned subsidiaries, and other affiliates of the Dissemination Agent or the Administrator 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, Government Code. The foregoing representation excludes the Dissemination Agent and the Administrator and each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the Dissemination Agent or the Administrator, 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. (b) No Boycott of Israel. The Dissemination Agent and the Administrator, each respectively, hereby verify that the Dissemination Agent, the Administrator and any parent company, wholly- or majority -owned subsidiaries, and other affiliates of the Dissemination Agent and the Administrator, if any, do not boycott Israel and will not boycott Israel during the term of this Disclosure Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. 12 4147-0364-2933.7 (c) No Discrimination Against Firearm Entities. The Dissemination Agent and the Administrator, each respectively, hereby verify that the Dissemination Agent, the Administrator and any parent company, wholly- or majority -owned subsidiaries, and other affiliates of the Dissemination Agent and the Administrator, 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 Disclosure Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. SECTION 19. No Boycott of Energy Companies. The Dissemination Agent and the Administrator, each respectively, hereby verify that the Dissemination Agent, the Administrator and any parent company, wholly- or majority -owned subsidiaries, and other affiliates of the Dissemination Agent and the Administrator, if any, do not boycott energy companies and will not boycott energy companies during the term of this Disclosure Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. SECTION 20. Disclosure of Interested Parties. Submitted herewith are completed Form 1295s in connection with the Dissemination Agent's and Administrator's participation in the execution of this Disclosure Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The Issuer hereby confirms receipt of the Form 1295s from the Dissemination Agent and the Administrator, and the Issuer agrees to acknowledge such form with the TEC through its electronic filing application not later than the thirtieth (30th) day after the receipt of such form. The Dissemination Agent, the Administrator and the Issuer understand and agree that, with the exception of information identifying the Issuer and the contract identification number, neither the Issuer nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Dissemination Agent and the Administrator; and, neither the Issuer nor its consultants have verified such information. SECTION 21. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Texas. Venue of any action to enforce the rights and privileges existing under this Disclosure Agreement shall be brought in the state district court of Tarrant County, Texas. SECTION 22. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Disclosure Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart to this Disclosure Agreement. [Signature pages follow] 13 4147-0364-2933.7 CITY OF FORT WORTH, TEXAS (as Issuer) City Manager SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER S-1 4147-0364-2933,7 PFM FINANCIAL ADVISORS LLC (as Dissemination Agent) Authorized Officer SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER S-2 4147-0364-2933.7 MUNICAP, INC. (as Administrator) Authorized Officer SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER S-3 4I47-0364-2933,7 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE [ANNUAL FINANCIAL INFORMATION] [AUDITEDIUNAUDITED FINACIAL STATEMENTS] Name of Issuer: City of Fort Worth, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas ##1-3 Project) (the "Bonds") CUSIP Nos. [insert CUSIP NOs.] Date of Delivery: , 20� NOTICE IS HEREBY GIVEN that the City of Fort Worth, Texas, has not provided [Annual Financial Information] [[Audited Financial Statements] [unaudited financial statements] for fiscal year ended with respect to the Bonds as required by the Continuing Disclosure Agreement of the Issuer dated as of July 1, 2024, by and among the Issuer, MuniCap, Inc., as the "Administrator," and PFM Financial Advisors LLC, as "Dissemination Agent." The Issuer anticipates that [Annual Financial Information] [[Audited Financial Statements] [unaudited financial statements] will be filed by Dated: PFM Financial Advisors LLC, on behalf of the City of Fort Worth, Texas (as Dissemination Agent) IRn Title: cc: City of Fort Worth, Texas A-1 4147-0364-2933.7 EXHIBIT B CITY OF FORT WORTH, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO.16 ALSH RANCHIQUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT ANNUAL FINANCIAL INFORMATIONI Delivery Date: , 20 CUSIP NOSs: [insert CUSIP NOs.] DISSEMINATION AGENT Name: I 1 Address: r City: [ Texas Telephone: Contact Person: Attn: Section 4(a)(i)(A) BONDS OUTSTANDING CUSIP Number Maturity Date Interest Rate Original Principal Amount Outstanding Principal Amount Outstanding Interest Amount THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. 1 ExcIuding audited financial statements of the Issuer. B-1 4147-0364-2933.7 Section 4(a)(i)(B) INVESTMENTS Fund/ Account Name Investment Description Par Value Book Value Market Value Section 4(a)(i)(C) ASSETS AND LIABILITIES OF TRUST ESTATE Cash Position of Trust Estate for statements dated September 30, 20 List of Funds/Accounts Held Under Indenture Amount In the Fund Total A Bond Principal Amount Outstanding B Outstanding Assessment Amount to be collected C Net Position of Trust Estate and Outstanding Bonds and Assessments A-B+C September 30, 20F I Trust Statements: Accounting Type: ❑ Cash Section 4(a)(ii) ❑ Audited ❑ Unaudited ❑ Accrual ❑ Modified Accrual FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE ISSUER OF THE GENERAL TYPE AND IN SUBSTANTIALLY SIMILAR FORM PROVIDED IN THE FOLLOWING TABLES AS OF THE END OF THE FISCAL YEAR Debt Service Requirements on the Bonds Year Ending (September 30) Principal B-2 4147-0364-2933.7 Interest Total Top [Five] Assessment Payers in Improvement Areas #1-30) Percentage of Outstanding Percentage of Total Property Owner No. of Parcels/Lots Parcels/Lots Assessments Assessments s') Does not include those owing less than one percent (10/.) of total Assessments. Assessed Value of Improvement Areas 91-3 of the District The [YEAR] certified total assessed value for the Assessed Property in Improvement Areas #1-3 of the District is approximately $[AMOUNT] according to the Tarrant Central Appraisal District and the Parker County Appraisal District. Foreclosure History Related to the Assessments for the Past Five Fiscal Years Fiscal Delinquent Delinquent Year Assessment Amount Parcels in Assessment Amount Ended not in Foreclosure Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds 9/30 Proceedings Proceedings Proceedings Sales Received 20 $ $ $ 20 26- 20 20` [insert any necessary footnotes] Collection and Delinouencv History of Annual Installments for the Past Five Fiscal Years Fiscal Year Total Annual Delinquent Delinquent Total Ended Installment Parcels Amount as Delinquent Amount as Delinquent Assessments 9(m Billed Levied') of 311 % as of 3/1 of 9/1 % as of [9/1] Collected(2) 20 $ $ % $ % $ 20� 20T 20 20^ (13 Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments ("Installment Payments"). Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1, October 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date. (1) [Does/does not] include interest and penalties. Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments Due For the past five Fiscal Years, if the total amount of delinquencies as of September 1 equals or exceeds ten percent (10%) of the amount of Annual Installments due, a list of parcel numbers for which the Annual Installments are delinquent. Fiscal Year Ended (9/30) Delinquent % as of 9/1 Parcel Numbers 20 % 20 B-3 4147-0364 2933.7 History of Prepayment of Assessments for the Past Five Fiscal Years Number of Amount of Fiscal Year Ended (9/30) Prepayments Pre a ments Bond Call Date 20 $ 20 20 20 20 [insert any necessary footnotes] Amount of Bonds Redeemed ITEMS REQUIRED BY SECTIONS 4(a)(iii)-(iv) OF THE CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER RELATING TO THE CITY OF FORT WORTH, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) IMPROVEMENT AREAS #1-3 PROJECT) jlnsert a line item for each applicable listing] B-4 4I47-0364-2933.7 Io 01_1: Y 116 BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES' Date Delinquency Clock (Days) Activi January 31 Assessments are due. February 1 1 Assessments delinquent if not received. February 15 15 Upon receipt, but in no event later than February 15, Issuer forwards payment to Trustee for all collections received. Subsequent payments and relevant details will follow monthly thereafter. Issuer and/or Administrator should be aware of actual and specific delinquencies Administrator should be aware if Reserve Fund needs to be utilized for debt service payments during the corresponding Fiscal Year. If there is to be a shortfall of any Annual Installments due to be paid that Fiscal Year, the Trustee and Dissemination Agent should be immediately notified in writing. Administrator should determine if previously collected surplus funds, if any, plus actual Annual Installment collections will be fully adequate for debt service in the corresponding March and September. At this point, if there is adequate funding for March payment, no further action is anticipated for collection of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate designee, will begin process to cure deficiency. For properties delinquent by more than one year or if the delinquency per property exceeds $10,000 the matter will be referred for commencement of Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments, which dates and procedures shall be in accordance with Chapters 31, 32, 33 and 34, Texas Tax Code, as amended (the "Code"), and the Tarrant County Tax/Assessor Collector's procedures, and are subject to adjustment by the Issuer. If the collection and delinquency procedures under the Code are subsequently modified, whether due to an executive order of the Governor of Texas or an amendment to the Code, such modifications shall control. C-1 4147-0364-2433.7 foreclosure, in accordance with the Tarrant County Tax/Assessor Collector's procedures2. If there is insufficient funding in the PIedged Revenue Fund for transfer to the Principal and Interest Account of the Bond Fund of such amounts as shall be required for the full March payment, the collection -foreclosure procedure will proceed against all delinquent properties, in accordance with the Tarrant County/Tax Assessor Collector procedures2. March 1 28/29 Trustee as Paying Agent/Registrar pays Bond interest payments to Owners pursuant to the terms of the Indenture. Reserve Fund payment to Bond Fund may be required if Assessments are below approximately 50% colIection rate. Issuer, or the Trustee on behalf and at the direction of the Issuer pursuant to the terms of the Indenture, to notify Dissemination Agent in writing of the occurrence of draw on the Reserve Fund and, following receipt of such notice, Dissemination Agent to notify MSRB of such draw or the Reserve Fund. Use of Reserve Fund for debt service payment should trigger commencement of foreclosure on delinquent properties. July 1 152/153 Issuer, or the Administrator on behalf of the Issuer, determines whether or not any Annual Installments are delinquent and, if such delinquencies exist, the Issuer commences as soon as practicable appropriate and legally permissible actions to obtain such delinquent Annual Installments, in accordance with the Tarrant County/Tax Assessor Collector procedures2. If total delinquencies is greater than 5% due for any fiscal year or if delinquencies are greater than one year, Issuer and/or Administrator to notify Dissemination Agent for disclosure to MSRB of all delinquencies. Preliminary Foreclosure activity commences, in accordance with the Tarrant County/Tax Assessor 'If the collection and delinquency procedures under the Code are subsequently modified, whether due to an executive order of the Governor of Texas or an amendment to the Code, such modifications shall control. C-2 4147-0364-2933.7 Collector procedures', and Issuer to notify Dissemination Agent in writing of the commencement of preliminary foreclosure activity. If Dissemination Agent has not received Foreclosure Schedule and Plan of Collections, Dissemination Agent to request same from the Issuer. If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of Collections, and if instructed by the Owners of the Bonds under ,Section 11.02 of the Indenture, Trustee requests that the Issuer commence foreclosure or provide plan for collection and deliver such plan to the Dissemination Agent. August 15 197/198 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent for dissemination to those Owners who have requested to be notified of collections progress. The goal for the foreclosure actions is a filing by no later than August 15 (day 197/198). Foreclosure action to be filed with the court, in accordance with the Tarrant County/Tax Assessor Collector procedures3. Issuer notifies Trustee and Dissemination Agent of Foreclosure filing status in writing. Dissemination Agent notifies Owners. If Owners and Dissemination Agent have not been notified of a foreclosure action, Dissemination Agent will notify the Issuer that it is appropriate to file action. s If the collection and delinquency procedures under the Code are subsequently modified, whether due to an executive order of the Governor of Texas or an amendment to the Code, such modifications shall control. C-3 4147-0364-2933.7 Exhibit D 2024 SUPPLEMENTAL SERVICE PLAN UPDATE D- 1 FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) CITY OF FORT WORTH, TEXAS SERVICE AND ASSESSMENT PLAN September 27, 2022 As updated for Improvement Area #2 on, September 1, 2020, as updated for Improvement Area #3 on September 27, 2022, and as updated for Improvement Areas # 1-3 Bonds on June 11, 2024 I w 161740 1 i MUNICAP, INC. PUBLIC FINANCE FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 16 (WALSH RANCH/QUAIL VALLEY) SERVICE AND ASSESSMENT PLAN - UPDATED FOR IMPROVEMENT AREA #2, IMPROVEMENT AREA #3 AND IMPROVEMENT AREAS # l -3 BONDS TABLE OF CONTENTS I. PLAN DESCRIPTION AND DEFINED TERMS.................................................................. 4 A. INTRODUCTION............................................................................................................................4 B. DEFINITIONS................................................................................................................................4 H. PROPERTY INCLUDED IN THE PID............................................................................13 A. PROPERTY INCLUDED IN THE PH)..............................................................................................13 B. PROPERTY LOCATED IN IMPROVEMENT AREA 41, IMPROVEMENT AREA #2, AND IMPROVEMENT AREA#3....................................................................................................................................14 C. PROPERTY INCLUDED IN FUTURE IMPROVEMENT AREAS..........................................................15 III. DESCRIPTION OF THE AUTHORIZED IMPROVEMENTS..............................................17 A. AUTHORIZED IMPROVEAIENTOVERVIEW ..................................................................................17 B. DESCRIPTIONS AND COSTS OF IMPROVEMENT AREA #1 FUNDED IMPROVEMENTS ....................17 C. DESCRIPTIONS AND COSTS OF IMPROVEMENT AREA #2 FUNDED IMPROVEMENTS ....................19 D. DESCRIPTIONS AND COSTS OF IMPROVEMENT AREA 43 FUNDED IMPROVEMENTS .................... 21 E. FUTURE IMPROVEMENT AREA IMPROVEMENTS........................................................................ 23 F. PID ASSESSMENT NOTICE......................................................................................................... 24 IV. ASSESSMENT PLAN................................................................................................. 25 A. INTRODUCTION.......................................................................................................................... 25 B. SPECIAL BENEFIT...................................................................................................................... 25 C. ALLOCATION OF ACTUAL COSTS OF IMPROVEMENT AREA #I FUNDED IMPROVEMENTS .......... 27 D. ALLOCATION OF ACTUAL COSTS OF IMPROVEMENT AREA #2 FUNDED IMPROVEMENTS .......... 27 E. ALLOCATION OF ACTUAL COSTS OF IMPROVEMENT AREA #3 FUNDED IMPROVEMENTS .......... 28 F. ALLOCATION OF ACTUAL COSTS OF FUTURE IMPROVEMENT AREA IMPROVEMENTS...............29 G. ASSESSMENT METHODOLOGY................................................................................................... 29 H. ASSESSMENT AND ANNUAL INSTALLMENTS............................................................................... 38 I. ADMINISTRATIVE EXPENSES......................................................................................................38 J. ADDITIONAL INTEREST RATE.................................................................................................... 38 K. DELINQUENCY AND PREPAYMENT RESERVE.............................................................................. 39 V. ,SERVICE PLAN......................................................................................................... 40 A. INTRODUCTION.......................................................................................................................... 40 VI. TERMS OF THEASSESSMENTS................................................................................. 47 A. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN IMPROVEMENT AREA#1........................................................................................................... 47 B. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN IMPROVEMENT AREA#2........................................................................................................... 47 C. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN IMPROVEMENT AREA #3........................................................................................................... 47 D. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN FUTURE IMPROVEMENT AREAS................................................................................................ 47 E. REALLOCATION OF ASSESSMENTS FOR PARCELS LOCATED WITHIN IMPROVEMENT AREA #1, IMPROVEM ENT AREA #2, AND IMPROVEMENT AREA 43...........................................................48 F. REALLOCATION OF ASSESSMENTS FOR PARCELS LOCATED WITHIN FUTURE IMPROVEMENT AREAS....................................................................................................................................... 49 G. MANDATORY PREPAYMENT OF ASSESSMENTS...........................................................................49 H. REDUCTION OF ASSESSNIENTS...................................................................................................49 1. PAYMENT OF ASSESSMENTS.......................................................................................................50 J. COLLECTION OF ANNUAL INSTALLMENTS.................................................................................52 VII. THE ASSESSMENT ROLL........................................................................................ 53 A. IMPROVEMENT AREA #1 ASSESSMENT ROLL............................................................................. 53 B. IMPROVEMENT AREA #2 ASSESSMENT ROLL............................................................................. 53 C. IMPROVEMENT AREA #3 ASSESSMENT ROLL............................................................................. 54 D. FUTURE IMPROVEMENT AREA ASSESSMENT ROLL.................................................................... 55 E. ANNUAL ASSESSMENT ROLL UPDATES...................................................................................... 55 VIII. MISCELLANEOUS PROVISIONS........................................................................... 56 A. ADMINISTRATIVE REVIEIV.........................................................................................................56 B. TERMINATION OF ASSESSMENTS................................................................................................56 C. AMENDMENTS............................................................................................................................56 AMENDMENTS TO THE SERVICE AND ASSESSMENT PLAN MAY BE MADE AS PERMITTED OR REQUIRED BY THE PID ACT AND TEXAS LAW ......................................................... 56 D. ADMINISTRATION AND INTERPRETATION OF PROVISIONS......................................................... 57 E. SEVERABILITY...........................................................................................................................57 APPENDIX A-1 - IMPROVEMENT AREA 91 ASSESSMENT ROLL APPENDIX A-2 - IMPROVEMENT AREA 92 ASSESSMENT ROLL APPENDIX A-3 - IMPROVEMENT AREA 93 ASSESSMENT ROLL APPENDIX B - LEGAL DESCRIPTION FOR PARCELS IN THE PID APPENDIX C - PID ASSESSMENT NOTICE L PLANDESCRIPTIONAND DEFINED TERMS A. INTRODUCTION On September 27, 2016, the City Council (the "City Council") of the City of Fort Worth, Texas (the "City") approved Resolution 4686-09-2016, which authorized the creation of the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "PID") to finance a portion of the Actual Costs of the Authorized Improvements for the benefit of certain property in the PID, all of which is located within the city limits or ETJ of the City. Chapter 372 of the Texas Local Government Code (as amended, the "PID Act"), governs the creation and operation of public improvement districts within the State of Texas. This Service and Assessment PIan (this "SAP") was prepared pursuant to the PID Act. The PID Act requires that a service plan "cover a period of at least five years and must also define the annual indebtedness and the projected costs for improvements and include a copy of the notice form required by Section 5.014, Property Code." The PID Act also requires a service plan "be reviewed and updated annually for the purpose of determining the annual budget for improvements." The service plan for the PID is described in more detail in Section V. The copy of the notice form required by Section 5.014 of the Texas Property Code, as amended, is attached hereto as Appendix C. Pursuant to the Development Agreement, the City has agreed to finance the Actual Costs of only a portion of the Authorized Improvements being constructed for the Property, namely, the costs of any off -site access and transportation improvements, park and green space improvements constituting Public Improvements. The Property is expected to be developed in seven phases. For each phase developed, the City will levy and collect Assessments for the benefitted Property pursuant to multiple Assessment Ordinances. The Assessment Rolls for the PID are attached as Appendix A-1, Appendix A-2, and Appendix A-3, and are addressed in Section VII. The Assessments shown on the Assessment Rolls are based on the method for establishing and levying the Assessments described in Sections IV and VI. Unless otherwise specified, references in this SAP to a "Section," a "Table," or an "Appendix" shall mean a Section of, Table in, or Appendix to this SAP for all purposes. B. DEFINITIONS Capitalized terms used herein shall have the meanings ascribed to them as follows: "Actual Costs" means, with respect to, Authorized Improvements, the demonstrated, reasonable, allocable, and allowable costs of constructing such Authorized Improvements. Actual Costs may include (i) the costs incurred for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvements, (ii) the costs incurred in preparing the construction plans for such Authorized Improvements, (iii) the fees paid for obtaining permits, licenses or other governmental approvals for such Authorized Improvements, (iv) the costs incurred for external professional costs, such as engineering, MuniCap 14 geotechnical, surveying, land planning, architectural landscapers, appraisals, legal, accounting and similar professional services, taxes (property and franchise) related to the Authorized Improvements, (v) all labor, bonds and materials, including equipment and fixtures, incurred by contractors, builders and materialmen in connection with the acquisition, construction or implementation of the Authorized Improvements, and (vi) all related permitting, zoning and authorized approval expenses; architectural, engineering, legal and consulting fees; financing charges; taxes; governmental fees and charges; insurance premiums' and miscellaneous expenses. For the avoidance of doubt, not all the Authorized Improvements and the Actual Costs thereof are being funded through the PID. Only certain Authorized Improvements described herein, and the PID-Funded Actual Costs thereof, as defined below, are being funded through the PID. "Additional Interest" means the 0.50% additional interest charged on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act to fund the Delinquency and Prepayment Reserve pursuant to Sections IV.J and IV.K. "Administrative Expenses" means the administrative, organizational, maintenance and operation costs and expenses associated with, or incident to, the administration, organization, maintenance and operation of the PID, including, but not limited to, the costs of (i) legal counsel, engineers, accountants, financial advisors, investment bankers or other consultants and advisors, (ii) creating and organizing the PID and preparing the Assessment Rolls, (iii) computing, levying, collecting and transmitting the Assessments or the Annual Installments thereof, (iv) maintaining the record of Assessments, including payments, reallocations and/or cancellations of the Assessments or Annual Installments thereof, (v) issuing, making debt service payments on, and redeeming the PID Bonds, (vi) investing or depositing the Assessments or other monies, (vii) complying with the PID Act with respect to the PID, (viii) paying the paying agent/registrar's and trustee's fees and expenses (including the fees and expenses of their respective legal counsel) related to the PID Bonds, and (ix) City costs of administering the construction of that portion of the Authorized Improvements to be funded through the PID. Administrative Expenses do not include the amounts for payment of the actual principal of, redemption premium, if any, and interest on the PID Bonds. Annual Administrative Expenses collected and not expended shall be carried forward and applied to reduce Administrative Expenses in subsequent years to avoid over collection. "Administrator" means an officer or employee of the City or third parry designee of the City who is not an officer or employee thereof, who shall have the responsibilities provided for herein, in an Indenture relating to the PID Bonds or in any other agreement approved by the City Council relating to the PID. "Annual Installment" means, with respect to the Assessed Property, each annual payment of. (i) the applicable Assessment (including the principal of and interest thereon) as shown on the Assessment Rolls as updated each year by the Annual Service Plan Update in accordance with this SAP and calculated as provided in Section VI, (ii) Administrative Expenses as updated each year by the Annual Service Plan Update, and (iii) the Additional Interest. The Annual Installment is subject to update and adjustment from time to time, including upon the issuance of PID Bonds, if any. "Annual Service Plan Update" is defined in Section V.A. MuniCap 15 "Assessed Property" or "Assessed Properties" means property within the PID that benefits from the Authorized Improvements and on which Assessments have been levied as shown on the Assessment Rolls and which currently includes all Parcels other than Non -Benefited Property. "Assessment" means the assessment levied against a Parcel pursuant to an Assessment Ordinance and the provisions of this SAP, as shown on any Assessment Roll, subject to reallocation upon the subdivision or reduction of such Parcel according to this SAP and the PID Act. The term includes, as applicable, the Improvement Area #1 Assessment, the Improvement Area #2 Assessment, the Improvement Area #3 Assessment, and any assessment levied against a Parcel pursuant to an Assessment Ordinance in a Future Improvement Area. "Assessment Ordinance" means each ordinance adopted by the City Council approving this SAP (or amendments or supplements to the SAP) and levying the Assessments, including, as applicable, the Improvement Area #1 Assessment Ordinance, the Improvement Area #2 Assessment Ordinance, the Improvement Area #3 Assessment Ordinance, and any assessment ordinance adopted which levies an Assessment on a Future Improvement Area. "Assessment Roll" or "Assessment Rolls" means collectively or separately as applicable, the Improvement Area #1 Assessment Roll, the Improvement Area #2 Assessment Roll, and the Improvement Area #3 Assessment Roll included in this SAP as Appendix A-1, Appendix A-2, and Appendix A-3, respectively, as each may be updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds or in connection with any Annual Service Plan Update. The Term also includes an Assessment Roll for any Future Improvement Area. "Authorized Improvements" means those improvements, including those listed in Section IILA and described in Section III.B, III.C, and III.D, authorized by Section 372.003 of the PID Act, regardless of whether such improvements are funded through the PID. Only a portion of the Authorized Improvements constructed within the PID will be funded through the PID, and such improvements will be acquired, constructed, or installed in accordance with this SAP, and any future updates and/or amendments. "City" means the City of Fort Worth Texas. "City Council" means the duly elected governing body of the City. "County" means either Parker County, Texas or Tarrant County, Texas. "Delinquency and Prepayment Reserve" has the meaning set forth in Section IV.K of this SAP. "Delinquent Collection Costs" means interest, penalties and expenses incurred or imposed with respect to any delinquent Assessment, or an Annual Installment thereof, in accordance with the PID Act which includes the costs related to pursuing collection of such delinquent Assessment, or an Annual Installment thereof, and the costs related to foreclosing the lien against the Assessed Property, including attorney's fees to the extent permitted by the PID Act. MuniCap 16 "Developer" means QUAIL VALLEY DEVCO I, LLC, a Texas limited liability company, QUAIL VALLEY DEVCO II, LLC, a Texas limited liability company, QUAIL VALLEY DEVCO III, a Texas limited liability company, QUAIL VALLEY VLO, LLC, a Texas Limited Liability company, and WALSH RANCHES LIMITED PARTNERSHIP, a Texas limited partnership, and their respective successors and assigns. "Development Agreement" means that certain Economic Development Agreement by and between the City and Walsh Ranches Limited Partnership, the Walsh Children's Trusts, The Walsh GrandchiIdren's Trust, and F. Howard Walsh, Jr., entered into on May 6, 2003, as the same may be amended from time to time. "ETJ" means the extraterritorial jurisdiction of the City. "Future Improvement Areas" means those Future Improvement Areas to be defined and developed after Improvement Area #1, Improvement Area #2, and Improvement Area #3 within the boundaries of the PID on that portion of the Property shown on Table II-D and described in Appendix B. "Future Improvement Areas Assessed Property" means, for any year, all Parcels within the Future Improvement Areas and listed on the Future Improvement Areas Assessment Roll, other than Non -Benefited Property. "Future Improvement Areas Assessment Roll" means, as applicable, the Future Improvement Areas Assessment Roll as may be updated, modified or amended from time to time in accordance with the procedures set forth in this SAP and in the PID Act, including updates prepared in connection with any future issuance of PID Bonds or in connection with any Annual Service Plan Update. "Future Improvement Area Bonds" means bonds issued to fund Future Improvement Area Improvements (or a portion thereof) in a Future Improvement Area that are secured by Assessments levied on Assessed Property within such Future Improvement Area. In connection with Future Improvement Area Bonds, Assessments related to such Future Improvement Area Bonds will be levied only on property located within the applicable Future Improvement Area to finance Public Improvements which will only benefit such Future Improvement Area "Future Improvement Areas Improvements" means those Authorized Improvements which confer a special benefit on Future Improvement Areas and the costs of which are to be PID-Funded Actual Costs. "Improvement Area #1" means that portion of the Property shown on Table II-B, described in Appendix B. "Improvement Area #1 Assessed Property" means, for any year, all Parcels within Improvement Area #1 and listed on the Improvement Area #1 Assessment Roll, other than Non -Benefited Property. MuniCap 17 "Improvement Area #1 Assessment" means the Assessment levied pursuant to the Improvement Area #1 Assessment Ordinance on the Improvement Area #1 Assessed Property. "Improvement Area #1 Assessment Ordinance" means Assessment Ordinance No. 22706-05- 2017, adopted by the City Council on May 2, 2017, which levied the Improvement Area 41 Assessment. "Improvement Area 91 Assessment Roll" means the Assessment Roll included as Appendix A- 1. "Improvement Area 91 Funded Improvements" means those Authorized Improvements which confer a special benefit on Improvement Area #1 and the costs of which are to be PID-Funded Actual Costs. "Improvement Area 91 Reimbursement Agreement" means that certain. Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Reimbursement Agreement, effective May 2, 2017, by and between the City and the Developer pursuant to which the Developer agrees to fund the Actual Costs of all Authorized Improvements in Improvement Area 41 of the District and the City agrees to reimburse the Developer for the Actual Costs of the Improvement Area #1 Funded Improvements, with interest, as permitted by the PID Act. "Improvement Areas #1-3 Bonds" means the City of Fort Worth, Texas Special Assessment Revenue Bonds, Series 2024, Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project) secured by Improvement Area #1 Assessments, Improvement Area #2 Assessments, and Improvement Area #3 Assessments, levied on the Improvement Area #1 Assessed Property, Improvement Area #2 Assessed Property and Improvement Area #3 Assessed Property, respectively. "Improvement Area #2" means that portion of the Property shown on Table II-B, described in Appendix B. "Improvement Area #2 Assessed Property" means, for any year, all Parcels within Improvement Area #2 and listed on the Improvement Area #2 Assessment Roll, other than Non -Benefited Property. "Improvement Area 42 Assessment" means the Assessment levied pursuant to the Improvement Area #2 Assessment Ordinance on the Improvement Area #2 Assessed Property. "Improvement Area #2 Assessment Ordinance" means Assessment Ordinance No. 24386-09- 2020, adopted by the City Council on September 1, 2020, which levied the Improvement Area #2 Assessment. "Improvement Area #2 Assessment Roll" means the Assessment Roll included as Appendix A- 2. MuniiCap 18 "Improvement Area #2 Funded Improvements" means those Authorized Improvements which confer a special benefit on Improvement Area #2 and the costs of which are to be PID-Funded Actual Costs. "Improvement Area #2 Reimbursement Agreement" means that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Reimbursement Agreement, effective September 12020, by and between the City and the Developer pursuant to which the Developer agrees to fund the Actual Costs of all Authorized Improvements in Improvement Area #2 of the District and the City agrees to reimburse the Developer for the Actual Costs of the Improvement Area #2 Funded Improvements, with interest, as permitted by the PID Act. "Improvement Area #3" means that portion of the Property shown on Table II-B, described in Appendix B. "Improvement Area #3 Assessed Property" means, for any year, all Parcels within Improvement Area #3 and listed on the Improvement Area #3 Assessment Roll, other than Non -Benefited Property. "Improvement Area 93 Assessment" means the Assessment levied pursuant to the Improvement Area 93 Assessment Ordinance on the Improvement Area #3 Assessed Property. "Improvement Area #3 Assessment Ordinance" means Assessment Ordinance No. 25775-09- 2022, adopted by the City Council on September 27, 2022, which levied the Improvement Area #3 Assessment. "Improvement Area #3 Assessment Roll" means the Assessment Roll included as Appendix A- 3. "Improvement Area 93 Funded Improvements" means those Authorized Improvements which confer a special benefit on Improvement Area #3 and the costs of which are to be PID-Funded Actual Costs. "Improvement Area #3 Reimbursement Agreement" means that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Reimbursement Agreement, to be effective June 18, 2023, by and between the City and the Developer pursuant to which the Developer agrees to fund the Actual Costs of all Authorized Improvements in Improvement Area #3 of the District and the City agrees to reimburse the Developer for the Actual Costs of the Improvement Area #3 Funded Improvements, with interest, as permitted by the PID Act. "Indenture" means an indenture of trust, trust agreement, ordinance or similar document between the City and the Trustee, authorizing the issuance of, and setting forth the terms and other provisions relating to the collection of annual installments, any PID Bonds as modified, amended, and/or supplemented from time to time. "Lot" means (i) for any portion of the Property for which a subdivision plat has been recorded in the official public records of a County, a tract of land described by "Lot" and "Block" in such MuniCap 19 subdivision plat, and (ii) for any portion of the Property for which a subdivision plat has not been recorded in the official public records of a County, a tract of land anticipated to be described by "Lot" and 'Block" in a final recorded subdivision plat. "Lot Type" means a classification of final building Lots with similar characteristics (e.g., commercial, light industrial, multifamily residential, single family residential or other uses), as determined by the Administrator and confirmed by the City Council. Single family residential Lots shall be further classified based on the front footage of the Lot as determined by the Administrator and confirmed by the City Council. Improvement Area #1 has Lot Types classified as 35 ft, 50 ft, 60 ft, 70 ft, and 100 ft front footage lots. Improvement Area 92 will have six Lot Types classified as Townhome, Garden Home, and 35 ft, 50 ft, 60 ft, and 70 ft front footage lots. Improvement Area ##3 will have 7 Lot Types classified as Townhome (25'-33'), 4-pack, and 35 ft, 50 ft, 55 ft, 60 ft, and 70 ft front footage lots. "Mandatory Prepayment" shall have the meaning set forth in Section VI.G. "Maximum Assessment Per Unit" means, for each Lot Type within an Improvement Area, the Assessment per unit amounts shown in Section IV.G (Table IV-D-I and Table IV-E-1) of the SAP for Improvement Area #1, the Assessment per unit amounts shown in Section IV.G (Table IV-F- 1 and Table IV-G-1) of the SAP for Improvement Area #2, and the Assessment per unit amounts shown in Section IV.G (Table IV-H-1 and Table IV-I-1) of the SAP for Improvement Area #3. "Non -Benefited Property" means Parcels that accrue no special benefit from the Authorized Improvements being funded through the PID, including Public Property and easements that create an exclusive use for a public utility provider. Property identified as Non -Benefited Property at the time the Assessments (i) are imposed or (ii) are reallocated pursuant to a subdivision of a Parcel, is not assessed. Assessed Property converted to Non -Benefited Property, if the Assessments may not be reallocated pursuant to the provisions herein, remains subject to the Assessments and requires the Assessments to be prepaid as provided for in Section VLG. "Notice of PID Assessment Termination." is defined in Section VIII.B. "Parcel" means property within the PID that is identified by (1) a tax map identification number assigned by the Parker County Appraisal District or the Tarrant Appraisal District, as the case may be, for real property tax purposes, (2) a metes and bounds, (3) lot and block number in a final subdivision plat recorded in the official public records of a County, or (4) any other means determined by the City Council. "PID" is defined in Section I.A. "PID Act" means Chapter 372 of the Texas Local Government Code, as amended. "PID Bonds" mean bonds which may be issued by the City from time to time to finance the acquisition of a portion of the Authorized Improvements. MuniCap 110 "PID Assessment Notice" means the form of notice required by the PID Act and Section 5.014 of the Texas Property Code, as amended. A copy of the PID Assessment Notice is attached as Appendix C. "PID-Funded Actual Costs" means the Actual Costs to be paid through the PID of a specified portion of the Authorized Improvements, as described in Section III.B and as shown on Table III - A, Table III-B, and Table III-C PID-Funded Actual Costs includes all payments for Administrative Expenses. "PID Reimbursement Agreement" means collectively or as applicable, the following: a. the Master Reimbursement Agreement, effective as of July 17, 2017 entered into by and between the City and the Developer, pursuant to which the Developer agrees to fund the Actual Costs of all Authorized Improvements and the City agrees to reimburse the Developer for the PID-Funded Actual Costs related to a portion of the Authorized Improvements, with interest, as permitted by the PID Act; b. the Improvement Area #1 Reimbursement Agreement; c. the Improvement Area #2 Reimbursement Agreement; d. the Improvement Area #3 Reimbursement Agreement; e. any PID Reimbursement Agreement entered into with respect to any Future Improvement Area, by and between the City and the Developer, pursuant to which the Developer agrees to fund the Actual Costs of all Authorized Improvements in the applicable Future Improvement Area of the District and the City agrees to reimburse the Developer for the PID-Funded Actual Costs of the corresponding Future Improvement Area Improvements, with interest, as permitted by the PID Act. "Prepayment Costs" mean interest and Administrative Expenses, to the extent not paid in an Annual Installment, plus any additional amounts due pursuant to the Indenture related to the PID Bonds, if any, reasonably expected to be incurred by or imposed upon the City as a result of any prepayment of an Assessment and the PID Bonds secured by such Assessment, each to the date of prepayment and to the extent each is allowable by law. "Property" is defined in Section II.A. "Public Improvements" mean the Authorized Improvements designed, constructed, and installed in accordance with this SAP for which Assessments are levied against the Assessed Property that receives a special benefit from such improvement. The term includes the Improvement Area #1 Funded Improvements, the Improvement Area #2 Funded Improvements, and the Improvement Area 43 Funded Improvements. "Public Property" means real property, right-of-way and easements located within the boundaries of the PID owned by or irrevocably offered for dedication to the federal government, the State of MuniCap ill Texas, the County, the City, a school district, a public utility provider or any other political subdivision or public agency, whether in fee simple, through an easement, prescription, or by plat. "Service and Assessment Plan" or "SAP" is defined in Section LA, including updates, modifications, and amendments approved by the City Council from time to time in accordance with the procedures set forth in this SAP and in the PID Act, including updates prepared in connection with the future issuance of PID Bonds, if any, and in connection with any Annual Service Plan Update, and in connection with the approval by the City Council of each Assessment Ordinance. "Trustee" means the trustee as specified in an Indenture, and any successor thereto permitted under such Indenture. (remainder of this page is intentionally left blank) MuniCap 112 II PROPERTYINCLUDED IN THE PID A. PROPERTY INCLUDED IN THE PID The PID is comprised of the property (the, "Property") shown in Table II -A. Legal descriptions for all Parcels within the PID are included in Appendix B. The PID, encompassing approximately 1,703.5682 acres, is located within the corporate limits and ETJ of the City. It is anticipated that the Property will be developed in seven phases containing approximately 4,034 single family homes. Table II -A Public Improvement District Boundaries 1 1'"—I � j I j• 1 I _ ! LDINEATHERFDRDRAAD AI90 PROPERTY etlUNDARY I __��—..--_----- (amduded fmm PID) -_7- �, WALSHRANCH QUAILVALLEYI_ I ROVEMENT nISaCIU j 1 i•..; EWMRSTA1930 i CIO •,\ WALSH RANCH QUAQ VALLEY ,_T, \ 9 j`\, \� PUBLIC IYPRUYEEUDIT DWINICTBOUNDARY j \ \ WALSH RANCH '•N• QUAIL VALLEY MCINIIT MAP I N.T.a MuniCap 113 B. PROPERTY LOCATED IN IMPROVEMENT AREA #1, IMPROVEMENT AREA #2, AND IMPROVEMENT AREA #3 Improvement Area #1 consists of approximately 251.01 acres consisting of 582 single family residential lots, developed in one phase and which are specially benefitted by the Authorized Improvements described in Section III.B. Improvement Area #2 consists of approximately 185.66 acres and projected to consist of 553 single family residential lots, to be developed in one phase and which will be specially benefitted by the Authorized Improvements described in Section III.C. Improvement Area #3 consists of approximately 150.77 acres and projected to consist of 701 single family residential lots, to be developed in one phase and which will be specially benefitted by the Authorized Improvements described in Section III.D. A map of the property within Improvement Area #1, Improvement Area #2, and Improvement Area #3 is shown in Table II-B. Legal descriptions for all Parcels within the PID are included in Appendix B. (remainder of this page is intentionally left blank) MuniCap 114 Table II-B IA #1, IA #2, and IA #3 Boundary I—AISD PROPERrY BOUNDARY'. ^ ^ 0MRSTATE3a WALSH RANCH QUAIL VALLEY PUBLIC IMPROVEMENT DISTRICT BOUNDARY LEGEND IPID IAE3 VICINITY MAP 0 �N.rs.a lMPROVEMENTAREA01 IMPROVEMENT AREA 22 WALSH RANCH ® IMPROVEMENTAREA*3 `� QUAIL VALLEY U—MLLO ) Mw�ie.TICtrC7�1 August2,2822 rr °ly��00° "e0d101D�� C. PROPERTY INCLUDED IN FUTURE IMPROVEMENT AREAS The Future Improvement Areas are depicted on Table II-C and will include approximately 2,198 single family residential lots As Future Improvement Areas are developed and in connection with the issuance of any Future Improvement Area Bonds, this Service and Assessment Plan will be amended to revise the table shown in Section II.B above (e.g. Table II-B will be revised to show the addition of such Future Improvement Area). MuniCap ] 15 A map of the projected property within each Future Improvement Area is shown in Table II-C. The Future Improvement Area is shown for illustrative purposes only and is subject to adjustment in the future. Table H-C Proposed Future Improvement Areas LZGEND 0 fUTUREIMPROVEMENTAREA WALSH RANCH QUAIL VALLEYPUBLIC IMPROVEMENT DISTRICT BOUNDARY FUTURE IA VICINITY MAP (N.TS.) WALSH RANCH QUAIL VALLEY R� Mr�rra.�'�u or AugustZ2022 MuniCap 116 III. DESCRIPTION OF THEAUTHORIZED IMPROVEMENTS A. AUTHORIZED IMPROVEMENT OVERVIEW Section 372.003 of the PID Act identifies the authorized improvements that a City may choose to undertake with the establishment of a PID. The Authorized Improvements identified in the PID Act include; (i) landscaping; (ii) erection of fountains, distinctive lighting, and signs; (iii) acquiring, constructing, improving, widening, narrowing, closing, or rerouting of sidewalks or of streets, any other roadways, or their rights -of way; (iv) construction or improvement of pedestrian malls; (v) acquisition and installment of pieces of art; (vi) acquisition, construction or improvement of libraries; (vii) acquisition, construction or improvement of off-street parking facilities; (viii) acquisition, construction, improvement or rerouting of mass transportation facilities; (ix) acquisition, construction or improvement of water, wastewater, or drainage facilities or improvements; (x) the establishment or improvement of parks; (xi) projects similar to those listed in Subdivisions (i)-(x) (xii) acquisition, by purchase or otherwise, of real property in connection with an authorized improvement; (xiii) special supplemental services for improvement and promotion of the district, including services relating to advertising, promotion, health and sanitation, water and wastewater, public safety, security, business recruitment, development recreation and cultural enhancement; (xiv) payment of expenses incurred in the establishment, administration and operation of the district; and (xv) development, rehabilitation, or expansion of affordable housing. The City has determined that of the improvements authorized under the PID Act, it will undertake at this time only those Authorized Improvements more particularly described in Section III.B, Section III.C, and Section III.D. Any change to the list of Authorized Improvements, including any Future Improvement Area Improvements as described in Section IILE, will require the approval of the City. B. DESCRIPTIONS AND COSTS OF IMPROVEMENT AREA #1 FUNDED IMPROVEMENTS The Improvement Area # 1 Funded Improvements are that portion of the Authorized Improvements that confer a special benefit solely on Improvement Area # 1 and the costs of which are PID-Funded Actual Costs that will be financed from the Improvement Area #1 Assessments and from the proceeds of PID Bonds, if any, secured by such Assessments. For the avoidance of doubt, not all MuniCap 117 Authorized Improvements benefiting Improvement Area #1 are Improvement Area #1 Funded Improvements. The Authorized Improvements benefiting Improvement Area 41 and the Improvement Area #1 Funded Improvements are described below. Table III -A shows the Actual Costs to construct the Authorized Improvements in Improvement Area #1 are $27,477,293 and the PID-Funded Actual Costs of the Improvement Area #1 Funded Improvements are $6,350,000. The PID-Funded Actual Costs of the Improvement Area #1 Funded Improvements are to be funded from: (i) the principal portion of the Annual Installments collected from the Improvement Area #1 Assessment in accordance with the Improvement Area #1 Reimbursement Agreement; (ii) the proceeds of the Improvement Areas #1-3 Bonds; and (iii) funds from any other Iawfully available and unencumbered source. The Authorized Improvements constructed in Improvement Area #1 and the Actual Costs thereof and the Improvement Area 41 Funded Improvements and the PID-Funded Actual Costs thereof are described below and are also shown on Table III -A below. Earthwork & Erosion Control Improvements The Erosion and Sedimentation Control Measures (temporary BMPs) of the improvements will include stabilized construction entrances, silt fence located downstream of all disturbed area, rock berms, inlet protection, and protection of mature trees and vegetation. Storm Drainage Improvements The storm drainage improvements consist of the construction of the installation of pipes, inlets, manholes, detention facilities, easements, encasements, and appurtenances necessary to provide storm drainage for streets and surrounding development in Improvement Area # 1. The storm drain improvements will be constructed according to City standards, determined in the City's sole discretion. Water Improvements The water improvements consist of the construction of the installation of pipes, valves, blow -off and air release valves, easements, encasements, and appurtenances necessary to provide a water distribution system for Improvement Area # 1. The water improvements will be constructed according to City standards, determined in the City's sole discretion. Wastewater Improvements The wastewater improvements consist of the construction of the installation of pipes, service lines, manholes, force mains, lift stations, easements encasements, and appurtenances necessary to provide sanitary service for Improvement Area #1. The wastewater improvements will be constructed according to the City standards, determined in the City's sole discretion. MuniCap 118 Roadwa Improvements The roadway improvements consist of the construction of road and thoroughfare improvements, including related earthwork, retaining walls to support the roadways, signage, traffic signals, traffic control devices and a proportional cost of engineering for Improvement Area #1. The road improvements will be constructed according to City standards, determined in the City's sole discretion. The Authorized Improvements consisting of the roadway improvements and a proportional share of engineering costs are considered Improvement Area #1 Funded Improvements. Open Space and Trail Improvements The open space and trail improvements consist of the construction of park facilities, playground equipment, restrooms, landscape, irrigation, and hike/bike trails to serve Improvement Area #1. The open space and trail system improvements will be constructed according to City standards, determined in the City's sole discretion. Table III -A Improvement Area #1 Costs Actual Costs Actual Costs Reimbursed by Funded by Authorized Improvements Actual Costs Assessments' Developer Bonds & Mobilization $233,175 $0 $233,175 Earthwork & Erosion Control Improvements $ ,'772,522 _ _ $0 '$3,772,a2 Storm Drainage�Improyements - $2,157,384 $0 $2,157,384 Water Improvements._- $2,862,Q99 _ $0 $2;862,099 Wastewater Improvements $3,249,108 $0 $3,249,108 Roadwa Im rovements Y I? $5,725,852�$5,725,852 $0' Open Space & TraiI Improvements $3,301,388 $0 $3,301,388 Project Contingency $0 Enginceringz _ M2ity Inspection and Fees $3,004T ,337 � 1 320,095�_ $624,148 _ $0 $2,380,189 $1,320;095 Professional Fees $214,393 $0 $214,393 Construction Fees $1,636,939 $0 $1,636,939 Total Authorized Improvements $27,477,293 $6,350,000 $21,127,293 Note: Actual Costs provided by the Developer. I Represents the PID-Funded Actual Costs of the Improvement Area # 1 Funded Improvements. Does not include bond issuance costs presented in Table V.D. 2 The Improvement Area # 1 Funded Improvements include the Roadway Improvements and a proportional share of engineering costs. C. DESCRIPTIONS AND COSTS OF IMPROVEMENT AREA #2 FUNDED IMPROVEMENTS The Improvement Area #2 Funded Improvements are that portion of the Authorized Improvements that confer a special benefit solely on Improvement Area #2 and the costs of which are PID-Funded Actual Costs that will be financed from the Improvement Area #2 Assessment and from the MvniCap 119 proceeds of PID Bonds, if any, secured by such Assessments. For the avoidance of doubt, not all Authorized Improvements benefiting Improvement Area #2 are Improvement Area #2 Funded Improvements. The Authorized Improvements benefiting Improvement Area 42 and the Improvement Area #2 Funded Improvements are described below. Table III-B on the following page shows the Actual Costs to construct the Authorized Improvements in Improvement Area #2 are $27,333,341, and the PID-Funded Actual Costs of the Improvement Area 42 Funded Improvements are $5,850,000. The PID-Funded Actual Costs of the Improvement Area #2 Funded Improvements are to be funded from: (i) the principal portion of the Annual Installments collected from the Improvement Area #2 Assessments in accordance with the Improvement Area #2 Reimbursement Agreement; (ii) the proceeds of the Improvement Areas #1-3 Bonds; and (iii) funds from any other Iawfully available and unencumbered source. The Authorized Improvements constructed in Improvement Area #2 and the Actual Costs thereof and the Improvement Area 92 Funded Improvements and the Actual Costs thereof are described below and are also shown on Table III-B on the following page. Earthwork & Erosion Control Improvements The Erosion and Sedimentation Control Measures (temporary BMPs) of the improvements will include stabilized construction entrances, silt fence located downstream of all disturbed area, rock berms, inlet protection, and protection of mature trees and vegetation. Storm Drainage Improvements The storm drainage improvements consist of the construction of the installation of pipes, inlets, manholes, detention facilities, easements, encasements, and appurtenances necessary to provide storm drainage for streets and surrounding development in Improvement Area #2. The storm drain improvements will be constructed according to City standards, determined in the City's sole discretion. Water Improvements The water improvements consist of the construction of the installation of pipes, valves, blow -off and air release valves, easements, encasements, and appurtenances necessary to provide a water distribution system for Improvement Area #2. The water improvements will be constructed according to City standards, determined in the City's sole discretion. Wastewater Improvements The wastewater improvements consist of the construction of the installation of pipes, service lines, manholes, force mains, lift stations, easements encasements, and appurtenances necessary to provide sanitary service for Improvement Area #2. The wastewater improvements will be constructed according to the City standards, determined in the City's sole discretion. MuniCap 120 Roadway Improvements The roadway improvements consist of the construction of road and thoroughfare improvements, including related earthwork, retaining walls to support the roadways, signage, traffic signals and traffic control devices and a proportional cost of engineering for Improvement Area #2. The road improvements will be constructed according to City standards, determined in the City's sole discretion. The Authorized Improvements consisting of roadway improvements and a proportional share of engineering costs are considered Improvement Area #2 Funded Improvements. Landscaping Improvements The open space and trail improvements consist of the construction of park facilities, playground equipment, restrooms, landscape, irrigation, and hike/bike trails to serve Improvement Area 42. The open space and trail system improvements will be constructed according to City standards, determined in the City's sole discretion. Table III-B Improvement Area 02 Costs Actual Costs Actual Costs Reimbursed by Funded by Authorized Improvements Actual Costs Assessments' Developer Bonds & Mobilization $270,616 $0 $270,616 Storm 125362 Wastewater InT ovements $2,341,564 $0 $2,341,564 $5,710,148 $0 $5,710,148 967,735 $717,110 Construction Foes _ $1,047,891_ W 1 Total Authorized Improvements $27,333,341 $5,850,000 $21,483,341 Note: Actual Costs provided by the Developer. ' Represents the PID-Funded Actual Costs of the Improvement Area #2 Funded Improvements. Does not include bond issuance costs presented in Table V.D. ' The Improvement Area #2 Funded Improvements include the Roadway Improvements and a proportional share of engineering costs. D. DESCRIPTIONS AND COSTS OF IMPROVEMENT AREA #3 FUNDED IMPROVEMENTS The Improvement Area #3 Funded Improvements are that portion of the Authorized Improvements that confer a special benefit solely on Improvement Area #3 and the costs of which are PID-Funded Actual Costs that will be financed from the Improvement Area #3 Assessment and from the proceeds of PIID Bonds, if any, secured by such Assessments. For the avoidance of doubt, not all Authorized Improvements benefiting Improvement Area 43 are Improvement Area #3 Funded Improvements. MuniCap 121 The Authorized Improvements benefiting Improvement Area #3 and the Improvement Area #3 Funded Improvements are described below. Table III-C on the following page shows the Actual Costs to construct the Authorized Improvements in Improvement Area #3 are $37,191,518, and the PID-Funded Actual Costs of the Improvement Area #3 Funded Improvements are $10,750,000. The PID-Funded Actual Costs of the Improvement Area #3 Funded Improvements are to be funded from: (i) the principal portion of the Annual Installments collected from the Improvement Area #3 Assessments in accordance with the Improvement Area #3 Reimbursement Agreement; (ii) the proceeds of the Improvement Areas #1-3 Bonds; and (iii) funds from any other Iawfully available and unencumbered source. The Authorized Improvements constructed in Improvement Area #3 and the Actual Costs thereof and the Improvement Area #3 Funded Improvements and the Actual Costs thereof are described below and are also shown on Table III-C on the following page. Earthwork & Erosion Control Improvements The Erosion and Sedimentation Control Measures (temporary BMPs) of the improvements will include stabilized construction entrances, silt fence located downstream of all disturbed area, rock berms, inlet protection, and protection of mature trees and vegetation. Storm Drainage Improvements The storm drainage improvements consist of the construction of the installation of pipes, inlets, manholes, detention facilities, easements, encasements, and appurtenances necessary to provide storm drainage for streets and surrounding development in Improvement Area #3. The storm drain improvements will be constructed according to City standards, determined in the City's sole discretion. Water Improvements The water improvements consist of the construction of the installation of pipes, valves, blow -off and air release valves, easements, encasements, and appurtenances necessary to provide a water distribution system for Improvement Area #3. The water improvements will be constructed according to City standards, determined in the City's sole discretion. Wastewater Improvements The wastewater improvements consist of the construction of the installation of pipes, service lines, manholes, force mains, lift stations, easements encasements, and appurtenances necessary to provide sanitary service for Improvement Area 43. The wastewater improvements will be constructed according to the City standards, determined in the City's sole discretion. (remainder of this page is intentionally left blank) MuniCap 122 Roadway Improvements The roadway improvements consist of the construction of road and thoroughfare improvements, including related carthwork, retaining walls to support the roadways, signage, traffic signals and traffic control devices for Improvement Area #3. The road improvements will be constructed according to City standards, determined in the City's sole discretion. A portion of such Authorized Improvements are considered Improvement Area #3 Funded Improvements. Landscapes Improvements The open space and trail improvements consist of the construction of park facilities, playground equipment, restrooms, landscape, irrigation, and hike/bike trails to serve Improvement Area #3. The open space and trail system improvements will be constructed according to City standards, determined in the City's sole discretion. Table III-C Improvement Area #3 Costs Actual Costs Actual Costs Estimated Reimbursed by Funded by Authorized Improvements Costs Assessmentst Developer Bonds & Mobilization $0 $0 $0 Earthwork &. Erosion Control Improvements $3.,3�958 $0, $3,304,958 Storm Drainage Improvements $3,337,653 � - $0 $3,337,653 w -!'-p - Water Im rovemeitts -..._�- $3,185�,148= - - ~�Y - - - $0'-- - $3 185,148 Wastewater Improvements $4.643.234 $0 $4,643,234 Landscaping Improvements $3,018,076 $0 $3,018,076 „Project Contingency��ti - $1,894,872 _ _ _ ��d $0- _-_,$,,1,894;872 Engineering _ $6,601,380 Y$0 $6,601,380 Total Authorized Improvements $37,191,518 $10,750,000 $26,441,518 Note: Actual Costs provided by the Developer. I Represents the PID-Funded Actual Costs of the Improvement Area #3 Funded Improvements. Does not include bond issuance costs presented in Table V.D. 2 The Improvement Area #3 Funded Improvements include a portion of the Roadway Improvements. E. FUTURE IMPROVEMENT AREA IMPROVEMENTS As Future Improvement Areas are developed and Assessments are levied against the property within the Future Improvement Areas and/or Future Improvement Area Bonds are issued, this SAP will be amended to identify the specific Future Improvement Area Improvements that confer a special benefit to the property inside each Future Improvement Area (e.g. a Table III-D will be added to show the costs for the specific Future Improvement Area Improvements financed within the specific Future Improvement Area being developed.) MuniCap 123 F. PID ASSESSMENT NOTICE The PID Act requires that this SAP and each Annual Service Plan Update include a copy of the notice form required by Section 5.014 of the Texas Property Code. The PID Assessment Notice is attached hereto as Appendix C and may be updated in an Annual Service Plan Update. (remainder of page intentionally left blank) MuniCap [24 IV. ASSESSMENT PLAN A. INTRODUCTION The PID Act requires the City Council to apportion the PID-Funded Actual Costs of the Authorized Improvements to be funded through the PID based on the special benefits conferred on each Parcel from the Authorized Improvements. The PID Act provides that the PID-Funded Actual Costs may be assessed: (i) equally per front foot or square foot; (ii) according to the value of the property as determined by the governing body, with or without regard to improvements on the property; or (iii) in any other manner that results in imposing equal shares of the cost on property similarly benefited. The PID Act further provides that the City Council may establish the methods of assessing the special benefits for various classes of improvements. Table IV -A details the allocation of PID-Funded Actual Costs of the Improvement Area #1 Funded Improvements to the Improvement Area 91 Assessed Property. Table IV-B details the allocation of PID-Funded Actual Costs of the Improvement Area #2 Funded Improvements to the Improvement Area #2 Assessed Property. Table IV-C details the allocation of PID-Funded Actual Costs of the Improvement Area #3 Funded Improvements to the Improvement Area #3 Assessed Property. This Section IV is intended to: (1) describe the special benefit conferred upon each Parcel within Improvement Area #1, Improvement Area #2, and Improvement Area #3 as a result of the Improvement Area # I Funded Improvements, Improvement Area #2 Funded Improvements, and Improvement Area #3 Funded Improvements; (2) provide the basis and justification for the determination by the City Council that these special benefits exceed the amount of the applicable Assessments levied; and (3) explain the methodologies by which the City Council allocates and reallocates the special benefits of the Improvement Area #1 Funded Improvements, Improvement Area #2 Funded Improvements, and improvement Area #3 Funded Improvements to Parcels so that equal shares of the PID-Funded Actual Costs being apportioned to Parcels that are similarly benefited. The determination by the City Council of the assessment methodologies set forth in this Section IV is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers, consistent with the PID Act, and is conclusive and binding on the Developer and all future owners and developers of any Assessed Property. B. SPECIAL BENEFIT The Assessed Property must receive a direct and special benefit from the Authorized Improvements being funded through the PID that is equal to or greater than the amount of the Assessments. The Improvement Area #1 Funded Improvements are provided solely for the benefit of the Improvement Area #1 Assessed Property, and the benefit received from such Improvement Area 41 Funded Improvements must be equal to or greater than the Improvement Area #1 Assessment. The Improvement Area 92 Funded Improvements are provided solely for the benefit of the Improvement Area #2 Assessed Property, and the benefit received from such Improvement Area #2 Funded Improvements must be equal to or greater than the Improvement Area #2 Assessment. The Improvement Area #3 Funded Improvements are provided solely for the benefit MuniCap 125 of the Improvement Area #3 Assessed Property, and the benefit received from such Improvement Area #3 Funded Improvements must be equal to or greater than the Improvement Area #3 Assessment. When the City Council approved this SAP for Improvement Area 41, the Developer owned 100% of the Improvement Area #1 Assessed Property. The Developer: (i) has acknowledged that the Improvement Area #1 Funded Improvements confer a special benefit on the Improvement Area #1 Assessed Property; and (ii) has consented to the imposition of the Assessments to pay for the PID-Funded Actual Costs of the Improvement Area #1 Funded Improvements and Improvement Area #2 Funded Improvements. When the City Council approved this SAP for Improvement Area #2, the Developer owned 65.4% of the Improvement Area 42 Assessed Property. The Developer: (i) has acknowledged the Improvement Area #2 Funded Improvements confer a special benefit on the Improvement Area #2 Assessed Property; (ii) has consented to the imposition of the Improvement Area #2 Assessments to pay for the PID-Funded Actual Costs of the Improvement Area 92 Funded Improvements; and (iii) has consented to pay in full the amount of any Improvement Area #2 Assessments on each Lot that have closed with homebuyers as of the date of the levy of the Improvement Area #2 Assessments. When the City Council approved this SAP for Improvement Area #3, the Developer owned 100% of the Improvement Area #3 Assessed Property. The Developer: (i) has acknowledged the Improvement Area 93 Funded Improvements confer a special benefit on the Improvement Area #3 Assessed Property; (ii) has consented to the imposition of the Improvement Area 43 Assessments to pay for the PID-Funded Actual Costs of the Improvement Area 43 Funded Improvements; and (iii) has consented to pay in full the amount of any Improvement Area #3 Assessments on each Lot that have closed with homebuyers as of the date of the levy of the Improvement Area 43 Assessments. If Lots are not platted in accordance with the approved entitlements, the Assessments for each affected Lot will be allocated in an equitable manner, but in no event will such new allocation increase the Maximum Assessment Per Unit for each Parcel as identified in Table IV-D-1, Table IV-F-1, and Table IV-11-1. If the Assessment for the Assessed Property prior to subdivision exceeds the sum of the Assessments for all newly divided Assessed Properties after such reallocation, the excess amount shall be prepaid as a Mandatory Prepayment as provided under Section VI.G herein. The City Council determined that funding the PID-Funded Actual Costs through the PID is beneficial to the City and confers a special benefit on the Improvement Area # 1 Assessed Property, Improvement Area #2 Assessed Property, and Improvement Area #3 Assessed Property. The City Council has also determined that the special benefit from Improvement Area #1 Funded Improvements, Improvement Area #2 Funded Improvements, and Improvement Area #3 Funded Improvements exceeds the amount of the Improvement Area #1 Assessment, the Improvement Area #2 Assessment, and the Improvement Area #3 Assessment respectively. This conclusion is supported by the evidence, information, and testimony provided to the City Council. MuniCap 126 C. ALLOCATION OF ACTUAL COSTS OF IMPROVEMENT AREA #1 FUNDED IMPROVEMENTS The Improvement Area # 1 Funded Improvements will provide a special benefit Improvement Area 41 Assessed Property. The PID-Funded Actual Costs of the Improvement Area #1 Funded Improvements are, therefore, allocated entirely to the Improvement Area 41 Assessed Property as shown in Table IV -A. Table TV - Cost Allocation of Improvement Area #1 - Updated Authorized Improvements Total Costst % Allocation Share of Costs PID Funded Costs � Authorized .Im- ro,veinents y Bonds & Mobilization $2 33,175 0% $0 $0 L Earthwork, & Erosion Control Improvements' $3,772,522. 0% $0 $0 Storm Drainage Improvements $2,157,384 0% $0 $0 Water Improvements p _$2,862,099 0%o $0 $0` - — -- Wastewater Tmnrovements $3.249.108 0% $0 $0 Open Space & Trail Improvements3 $3,301,388 0% $0 $0 Engineering $3,004,337 20.77% $624,148 $624,148 City Inspection and Fees $1,320,095 0% $0 $0 Professional Fees $214.393 0% $0 $0 Total Authorized Improvements $27,477,293 $6,350,000 $6,350,000 'See Table III -A for details. ZThe PID-Funded Actual Costs represent the Actual Costs to be funded through the PID prior to the issuance of the Improvement Areas # 1- 3 Bonds. 3The Improvement Area # I Funded Improvements include the Roadway Improvements and a proportional share of engineering costs. D. ALLOCATION OF ACTUAL COSTS OF IMPROVEMENT AREA #2 FUNDED IMPROVEMENTS The Improvement Area #2 Funded Improvements will provide a special benefit to the Improvement Area #2 Assessed Property. The PID-Funded Actual Costs of the Improvement Area 42 Funded Improvements are, therefore, allocated entirely to the Improvement Area #2 Assessed Property as shown in Table IV-B on the following page. (remainder of this page is intentionally left blank) MuniCap 127 Table IV-B Cost Allocation of Improvement Area #2 - Updated % Share of PIED Funded Authorized Improvements Total Costsl Allocation Costs Costs Bonds & Mobilization _ $270,616 0% $0 _$0 Earthwork &Erosion Control Improvements $4 020'550- �0%. $0 _ _ $0 Storm Drainaee Improvements $2,125,362 0% $0 $0 Wastewater Improvements $2,34I,564 0% $0 $0 Roadway Improvements23� $5 132132 890, �„ ____ - 1,00.00% _ _--$5 -- 432 890 �_ _ -_ _ $5 132 890 -.._�a a_ Landscaping Improyements3 $5 710 148 0% $0 $0 Project ,Contingency - - - --$117,814 0%;., $D $0 Enaineerina $3967.735 18.07% $717,110 $717,110 Total Authorized Improvements $27,333,341 $5,850,000 $5,850,000 See Table III-13 for details. 2The PID-Funded Actual Costs represent the Actual Costs to be funded through the PID prior to the issuance of the Improvement Areas 91-3 Bonds. 3The Improvement Area #2 Funded Improvements include a portion of the Roadway Improvements and a proportional share of engineering Costs. E. ALLOCATION OF ACTUAL COSTS OF IMPROVEMENT AREA #3 FUNDED IMPROVEMENTS The Improvement Area #3 Funded Improvements will provide a special benefit to Improvement Area #3 Assessed Property. The PID-Funded Actual Costs of the Improvement Area #3 Funded Improvements are, therefore, allocated entirely to the Improvement Area #3 Assessed Property as shown in Table IV-C on the following page. (remainder of this page intentionally left blank) MuniCap 128 Table IV-C Cost Allocation of Improvement Area 93 % Share of PID Funded Authorized Improvements Total Costs' Allocation Costs Costs Bonds & Mobilization $0 _0% $0 $0 Eafthwoik,& Erosion Control -Improvements. _ $330,4.958 Storm Drainage Improvements $3,337,653 0% $0 $0 Wastewater Improvements $4,643,234 0% $0 $0 Landscaping Improvements $3,018,076 0% $0 $0 Project Contingency _ _ -. -- -- $.1,894,872...... - 0% - -1$0 - ----- -- -.-- $0- Enaineerina $6,601,380 0% $0 $0 Total Authorized Improvements $37,191,518 $10,750,000 $10,750,000 'See Table III-C for details. 2The PID-Funded Actual Costs represent the Actual Costs to be funded through the PID prior to the issuance of the Improvement Areas #1-3 Bonds. 'The Improvement Area #3 Funded Improvements include a portion of the Road%vay Improvements. F. ALLOCATION OF ACTUAL COSTS OF FUTURE IMPROVEMENT AREA IMPROVEMENTS As Future Improvement Areas are developed and Assessments are levied against the property within the Future Improvement Areas and/or Future Improvement Area Bonds are issued, this SAP will be amended to identify the specific Future Improvement Area Improvements that confer a special benefit to the property inside such Future Improvement Areas (e.g. Table IV-D will be created and amended to show the allocation of Actual Costs for Future Improvement Area Improvements.) G. ASSESSMENT METHODOLOGY The City Council may assess the PID-Funded Actual Costs against Assessed Property so long as the special benefit conferred upon the Assessed Property by the corresponding Authorized Improvements equals or exceeds the amount of the Assessments. The PID-Funded Actual Costs may be assessed using any methodology that results in the imposition of equal shares of the PID- Funded Actual Costs on Assessed Property similarly benefited. Assessment Methodologyfor Improvement Area 41 For purposes of this SAP, the City Council has determined that the PID-Funded Actual Costs of the portion of the Improvement Area #1 Funded Improvements shall be allocated to the Improvement Area 91 Assessed Property by spreading the entire Improvement Area #1 Assessment across all Lots of improvement Area #1 Assessed Property based on the ratio of the estimated build out value of each Lot to the total estimated build out value for all Parcels within MuniCap ] 29 the Improvement Area #1 Assessed Property. The assessment methodology described in this section is summarized in Table IV-D-1 and Table IV-D-2. Table IV-D-1 and Table IV-D-2 also summarizes for each Lot Type of Improvement Area #1 Assessed Property: (1) the Improvement Area #1 Assessment for each Lot Type; (2) the Annual Installment for each Lot Type; and (3) the equivalent tax rate for each Lot Type based on estimated finished lot value and estimated completed home price. This assessment methodology is anticipated to be used for each Future Improvement Area, subject to the approval of the City Council. Table IV-E-1 and Table IV-E-2 also summarizes for each Lot Type of Improvement Area #IAssessed Property: (1) the estimated finished lot to Improvement Area 41 Assessment ratio and (2) the estimated completed home price to Improvement Area #1 Assessment ratio. Based on the PID-Funded Actual Costs for the Improvement Area 41 Funded Improvements, the City Council has determined that the benefit to the Improvement Area #1 Assessed Property from the Improvement Area #1 Funded Improvements is at least equal to the Improvement Area #1 Assessments. The Improvement Area #1 Assessments and Annual Installments for each Lot of Improvement Area #1 Assessed Property are shown on the Improvement Area #1 Assessment Roll attached as Appendix A-1, and no such Improvement Area #1 Assessment shall be changed except as authorized by this SAP and the PID Act. Table IV-D-1 and Table IV-E-1 summarizes the initial allocation of the Improvement Area #1 Assessment at the time the Improvement Area #1 Assessment Ordinance was adopted by the City Council. The information in Table IV-D-2 and Table IV-E-2 may be updated in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other documents associated with the PID, including in connection with the issuance of the Improvement Areas #1-3 Bonds. Table IV-D-1 Improvement Area #1 Original Assessment Allocation Equivalent Equivalent Tax Rate Tax Rate (Per Total Initial (Per $1001AV) Estimated Estimated Estimated Improvement Initial Maximum Annual $1001AV) Completed Lot Finished Completed Build Out Area ##1 Annual Assessment Installment Finished Home Size Units Lot Value Home Value Value Assessment Installment Per Unit Per Unit Lot Value Value 35' 28 $53,4I0 $286,900 $8,033,200 $I92,408 $14,466 $6,872 $517 $0.97 $0.I8 50 239 $72;856_ . _$356,700 $85,251,300 $2,041,909 $I53,516 _ _ $8,544 $642 $0.88 $0.18Ll 60' 182 $89,479 $439,000 $79,898,000 $1,913,688 $143,876 $10,5I5 $791 $0.88 $0.18 70'.- 98' "'$ I 13,861. _... _ _ .S55 '.500� '� $54;83°1000 _ _ _ $1,313,293 $98,737 $13,401 $1;008 $0:88 Custom 40 $I70,000 $927,600 $37,104,000 $888,702 $66,815 $22,218 $1,670 $0.98 $0.18 Note: Estimates are based on information available as of the date the original SAP was adopted by the City Council. The above estimate uses an average interest rate of 6.00% for the first two (2) years and 5.00% for the next four (4) years for the collection of PID assessments, and annual administrative expenses increasing by 2.0% per year. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. Table IV-D-2 summarizes allocation of the current outstanding Improvement Area #1 Assessment. MuniCap 130 Table IV-D-2 Improvement Area 91 Outstanding Assessment Allocation Equivalent Equivalent Tax Rate Tax Rate (Per Total Average (Per $100/AV) Estimated Estimated Estimated Improvement Average Maximum Annual $1001AV) Completed Lot Finished Completed Build Out Area 41 Annual Assessment Installment Finished Home Size Units, Lot Value Home Value Value Assessment Installment Per Unit Per Unit Lot Value Value 35' 28 $53,410 $286,900 $8,033,200 $154,847 $14,467 $5,530 $517 $0.97 SME I _SOti 22$ 372;856 $356;700 p ; °$Sd-124,059, _ :. ®,$1,563,740 $146,100 � $6,876 $642 $0:88 $OaE 60' 164 $89,479 $439,000 $71,996,000 $1,387,788 $129,660 $8,462 $791 $0.98 $0.1F 70' ]OS' $1d3;861"` ., $SS91500'```::$58;747,500 $1;132,411 $105,801 $10;785 m $1,008 $Q.88 $01 Custom 40 $170,000 $927,600 $37,104,000 $715,213 $66,822 $17,880 $1,671 $0.98 $0.11 Total S65" ;. ;$257004,759 �1$4,954,000 ;•- $462,850 Note: I -- The number of Lots in Improvement Area # 1 was reduced from 587 to 582, The number of units excludes 17 fully prepaid Lots. 50' lot count includes one (1) partially prepaid Lot. The above uses an average interest rate of 4.65% on the Improvement Areas #1-3 Bonds for the remaining 20-year term for the collection of PID assessments. This information may he modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. Table IV-E-1 below summarizes estimated value to assessment ratio based on the original Improvement Area #1 Assessment. Table IV-E-1 Improvement Area #1 Estimated Value to Assessment Ratios - Original Total Initial Year Finished Completed Estimated Estimated Estimated Improvement Initial Year Maximum Annual Lot to Home to Lot Finished Completed Build Out Area #1 Annual Assessment Installment Assessment Assessment Size Units Lot Value Home Value Value Assessment Installment Per Unit Per Unit Leverage Leverage 35' 28 $53,410 $286,900 $8,033,200 $192,408 $14,466 $6,872 $517 7.77 41.7' 50' 239 239 _.. $72,856 $356;700. $85,251,300 $2,041,949, $153;516 _ ..._ $8;544 _.... $642 8.53 <, x " a`4�1.7' 60' 182 $89,479 $439,000 $79,898,000 $1,913,688 $143,876 $10,515 $791 8.51 41.7' 70'"` ""i98�: $113861 ".$559 500... $54$31000- $1,313 293 $98,737 $13,4015�50;�41:7� Custom 40 $170,000 $927,600 $37,104,000 $888,702 $66,815 $22,218 $1,670 7.65 41.T Total. _ 587 : --';``-$2b5;X17;500 $477,409 $6,350,000 , a . Note: Estimates are based on information available as of the date the original SAP was adopted by the City Council. The above estimate uses an average interest rate of 6.00% for the first two (2) years and 5.00% for the next four (4) years for the collection of PID assessments, and annual administrative expenses increasing by 2.0% per year. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. Table IV-E-2 on the following page summarizes estimated value to assessment ratio based on the current outstanding Improvement Area #1 Assessment. (remainder of this page intentionally left blank) MuniCap 131 Table IV-E-2 Improvement Area #1 Estimated Value to Assessment Ratios — Outstanding Average Total Average Year Finished Completed Estimated Estimated Estimated Improvement Year Maximum Annual Lot to Home to Lot Finished Completed Build Out Area #1 Annual Assessment Installment Assessment Assessmen- Size Units' Lot Value Home Value Value Assessment Installment Per Unit Per Unit Leverage Leverage 35' 28 $53,410 $286,900 $8,033,200 $154,847 $14,467 $5,530 $517 9.66 51.8 50' 228 $7,2,85,6_ _ _ $356,700... _. $811124,059 $1,563,740 $146,100i 1$6,876 $642 10.60 51:& 60' 164 $89,479 $439,000 $71,996,000 $1,387,788 $129,660 $8,462 $791 10.57 51.8 ,..�..u_—.—.,,a»r---ew...,.,....vvw•enu...,,,.�. •7*n05 S1`13 861 JE _ _S559;50Q-_. ...w:'z.x,....................w.•—.--......+wnn..sx.....«,�..,—,.�........�.�•..-v.......r.u..aw.±+....—..waw.:..c..,,...m......�--��.....A�.F.-a�M.-.,, -_ $58,747500 $1,132,411 "$105,801 $. 10085 ,. - $'1008 10.56 ,y 51.9, ustom 40 $170,000 $927,600 $37,104,000 $715,213 $66,822 $17,880 $1,671 9.51 51.8 'Mote; 1 - The number of Lots in Improvement Area 91 was reduced from 587 to 582. The number of units excludes 17 fully prepaid Lots. 50' lot count includes one (1) partially prepaid Lot. The above uses an average interest rate of 4.65% on the Improvement Areas # 1-3 Bonds for the remaining 20-year term for the collection of PID assessments. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. Assessment Methodology_for Improvement Area #2 For purposes of this SAP, the City Council has determined that the PID-Funded Actual Costs of the portion of the Improvement Area #2 Funded Improvements shall be allocated to the Improvement Area 42 Assessed Property by spreading the entire Improvement Area 92 Assessment across all Lots of Improvement Area #2 Assessed Property based on the ratio of the estimated build out value of each Lot to the total estimated build out value for all Parcels within Improvement Area 42 Assessed Property. The assessment methodology described in this section is summarized in Table IV-F-I and Table IV-F-2. Table IV-F-1 and Table IV-17-2 also summarizes for each Lot Type of Improvement Area #2 Assessed Property: (1) the Improvement Area #2 Assessment for each Lot Type; (2) the Annual Installment for each Lot Type; and (3) the equivalent tax rate for each Lot Type based on estimated finished lot value and estimated completed home price. This assessment methodology is anticipated to be used for each Future Improvement Area, subject to the approval of the City Council. Table IV-G-I and Table IV-G-2 also summarizes for each Lot Type of Improvement Area #2 Assessed Property: (1) the estimated finished lot to Improvement Area #2 Assessment ratio and (2) the estimated completed home price to Improvement Area 42 Assessment ratio. Based on the PID-Funded Actual Costs for the Improvement Area #2 Funded Improvements, the City Council has determined that the benefit to the Improvement Area #2 Assessed Property from the Improvement Area #2 Funded Improvements is at least equal to the Improvement Area #2 Assessments. The Improvement Area #2 Assessments and Annual Installments for each Lot of Improvement Area #2 Assessed Property are shown on the Improvement Area #2 Assessment Roll attached as Appendix A-2, and no such Improvement Area #2 Assessment shall be changed except as authorized by this SAP and the PID Act. Table IV-F-I and Table IV-G-I summarizes the initial allocation of the Improvement Area #2 Assessment at the time the Improvement Area #2 Assessment Ordinance was adopted by the City Council. The information in Table IV-17-2 and MuniCap 132 Table IV-G-2 may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other documents associated with the PID. Table IV-F-1 Improvement Area #2 Original Assessment Allocation Equivalem Equivalent Tax Rate Tax Rate (Per Estimated Total Initial (Per $100/AV) Estimated Completed Estimated Improvement Initial Maximum Annual $1001AV) Completec Finished Home Build Out Area #2 Annual Assessment Installment Finished Home Lot Size Units Lot Value Value Value Assessment Installment Per Unit Per Unit Lot Value Value 35' 61 $55,040 $3I5,000 $19,215,000 $463,987 $33,292 $7,606 $546 $0.99 $0.1' 50' _ 15_2___ _$72J40 $_4I5000 $63,080,200 $1,523;200. $109,294 $10;021_ _ $719 $0.99 $0.1 60' 165 $88,430 $505,000 $83,325,000 $2,012,058 $144,371 $12,194 $875 $0.99 $0.1, �,6, .. I4,50__$5 ,00a 43,885a. _-_$059,96 __ 76,036 $15j816 _1, $0.99 _$0.1A Fownbome 96 $52,090 $310,000 $29,760,000 $7I8,618 $51,563 $7,486 $537 $1.03 $0.1, Garden home 12 $40,000 $250,000 $3,000,000 $72,441 $5,198 $6,037 $433 _ $1.08 $0.1' ' ., Total 553 $242,265,000 $5,850,000 $419,754 Note: Estimates are based on information available as of the date the original SAP was adopted by the City Council. The above estimate uses an average interest rate of 4.62% for the first four years for the collection of PID assessments, and annual administrative expenses increasing by 2.0% per year. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terns of this SAP, the PID Act, and any other document associated with the PID. Table IV-F-2 summarizes allocation of the current outstanding Improvement Area #2 Assessment. Table IV-F-2 Improvement Area #2 Outstanding Assessment Allocation Equivalent Equivalen Tax Rate Tax Rate Estimated Total Average (Per (Per $100 Estimated Completed Estimated Improvement Average Maximum Annual $1001AV) Completes Finished Home Build Out Area 02 Annual Assessment Installment finished Home Lot Size Units' Lot Value Value Value Assessment Installment Per Unit Per Unit Lot Value Value 35' 52 $55,040 $315,000 $16,380,000 $298,259 $28,380 $5,736 $546 $0.99 $0.1 50' 145 $72,740__ $415,000�$60;I75,000 - $1,095,710_ _$104,261 $7,557 -$719 $0.99 -$0.1 60' 156 $88,430 $505,000 $78,780,000 $1,434,483 $136,496 $9,195 $875 $0.99 $0.1 770° " 61' �94 $_ 114;530 $655;000, 39955000 $727;529 _ $69;227�$11,927$1$1;135 $0.99 $0. 'ownhome $52,090 $310,000 $29,140,000 $530,602 $50,489 $5,645 $537 $1.03 $0.1 ;Garden Home 8 $40,000 $250,000 $2,006,000 $36,4I7 `$3,465 - $4,552 $433 $1.08 $0.1 Total 516 $226,430,000 $4,123,000 $392,318 Note: 1 - The number of units excludes 37 fully prepaid Lots. The above uses an average interest rate of 4.65% on the improvement Areas # 1-3 Bonds for the remaining 20-year term for the collection of PID assessments. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. MuniCap 133 Table IV-G-1 below summarizes estimated value to assessment ratio based on the original Improvement Area #2 Assessment. Table IV-G-1' Improvement Area #2 Estimated Value to Assessment Ratios - OriginaI Lot Size Units Estimated Finished Lot Value Estimated Completed Home Value Estimated Build Out Value Total Improvement Area #2 Assessment Initial Annual Installment Maximum Assessment Per Unit Initial Annual Installment Per Unit Finished Lot to Assessment Leverage Completed Home to Assessment Leverage 35' 61 $55,040 $315,000 $19,215,000 $463,987 $33,292 $7,606 $546 7.24 41.41 50' _. 152 $72,740 $415,000 • $63,080,000 _$1,523,200 _ _ _ $109,294_- $10,021 $719"__ 41:41' 60' 165 $88,430 $505,000 $83,325,000 $2,012,058 $144,371 $12,194 $875 ^7.26^ 7.25 41.41 70' 67 $114,530 $6551000 $43,885,000' $1,059,696 $76,036 _ $.15;816 $I,135 7.24 41.41! Townhome 96 $52,090 $310,000 $29,760,000 $718,618 $51,563 $7,486 $537 6.96 41.41 Garden Home 12 $40;000 $250'.000 ' �x;$3,000,000 '$72,441 1 $5,198 �' `$6,037 $433 6:63 41.411 Total 553 $242,265,000 $5,850,000 $419,754 Note: Estimates are based on information available as of the date the original SAP was adopted by the City Council. The above estimate uses an average interest rate of 4.62% for the first four years for the collection of PID assessments, and annual administrative expenses increasing by 2.0% per year. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. Table TV-G-2 below summarizes estimated value to assessment ratio based on the current outstanding Improvement Area #2 Assessment. Table IV-G-2 Improvement Area #2 Estimated Value to Assessment Ratios - Outstanding Estimated Finished Lot Size Units Lot Value Estimated Completed Home Value Estimated Build Out Value Total Improvement Area #2 Assessment Average AnnuaI Installment Maximum Assessment Per Unit Average Annual Installment Per Unit Finished Lot to Assessment Leverage Completed Home to Assessment Leverage 35' 52 $55,040 $315,000 $16,380,000 $298,259 $28,380 $5,736 $546 9.60 54.92 50' 148 $72,740 $415,000_`_ _ $60,175,000_ $1,095,710_ $104,261 $7,557 $719 9:63 _ 54.92: 60' 156 $88,430 $505,000 $78,780,000 $1,434,483 $136,496 $9,195 $875 9.62 54.92 70' 61 -_ $.114,530 $655,000 $39,955,000 '$727,529 $69,227 $.I1927 $1;115,. _. ,, 9:60 _ _ 54.92 Townhome 94 $52,090 $310,000 _ $29,140,000 $530,602 $50,489 $5,645 $537 9.23 54.92 Garden Home. _ 8 $40,000 $250,000 $2,060,000 $36,417 . $3,465 $4,552 $433 '8.79 54. 2 Total 516 $226,430,000 $4,123,000 $392,318 Note: I - The number of units excludes prepaid Lots. The above uses an average interest rate of 4.65% on the Improvement Areas #1-3 Bonds for the remaining 20-year term for the collection of PID assessments. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. Assessment Methodology for Improvement Area 43 For purposes of this SAP, the City Council has determined that the PID-Funded Actual Costs of the portion of the Improvement Area #3 Funded Improvements shall be allocated to the MuniCap 134 Improvement Area #3 Assessed Property by spreading the entire Improvement Area 93 Assessment across all Lots of Improvement Area #3 Assessed Property based on the ratio of the estimated build out value of each Lot to the total estimated build out value for all Parcels within Improvement Area #3 Assessed Property. The assessment methodology described in this section is summarized in Table IV-H-1 and Table IV-H-2. Table IV-H-1 and Table IV-H-2 also summarizes for each Lot Type of Improvement Area #3 Assessed Property: (1) the Improvement Area #3 Assessment for each Lot Type; (2) the Annual Installment for each Lot Type; and (3) the equivalent tax rate for each Lot Type based on estimated finished lot value and estimated completed home price. This assessment methodology is anticipated to be used for each Future Improvement Area, subject to the approval of the City Council. Table IV-I-1 and Table IV-I-2 also summarizes for each Lot Type of Improvement Area 43 Assessed Property: (1) the estimated finished lot to Improvement Area #3 Assessment ratio and (2) the estimated completed home price to Improvement Area 43 Assessment ratio. Based on the PID-Funded Actual Costs for the Improvement Area #3 Funded Improvements, the City Council has determined that the benefit to the Improvement Area #3 Assessed Property from the Improvement Area #3 Funded Improvements is at least equal to the Improvement Area #3 Assessments. The Improvement Area #3 Assessments and Annual Installments for each Lot of Improvement Area #3 Assessed Property are shown on the Improvement Area #3 Assessment Roll attached as Appendix A-3, and no such Improvement Area 43 Assessment shall be changed except as authorized by this SAP and the PID Act. Table IV-H-1 and Table IV -I -I summarizes the initial allocation of the Improvement Area #3 Assessment at the time the Improvement Area #3 Assessment Ordinance was adopted by the City Council. The information in Table IV-H-2 and Table IV-I-2 may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other documents associated with the PID. (remainder of this page intentionally left blank) MuniCap 135 Table IV-11-1 Improvement Area #3 Original Assessment Allocation Equivalen Equivalent Tax Rate Tax Rate (Per Estimated Total Initial (Per $108/AV) Estimated Completed Estimated Improvement Initial Maximum Annual $100/AV) Complete( Finished Home Build Out Area #3 Annual Assessment Installment Finished Home Lot Size Units Lot Value Value Value Assessment Installment Per Unit Per Unit Lot Value Value 35' 78 $67,701 $550,000 $42,900,000 $997,991 $76,010 $12,795 $974 $1.44 $0.1: 50'. _ 139_ $94,411�..... _$91,216;667 _ $2,123 387 $F6I,723 $15,276 _ �:$1` 163- "m $1.23 ., $0.11 55, _ 105 ._ $92,400 _$656,667_... $665,000 $69,825,000 _ m_. w� ,._ $1,624,353 .._. $123,715 _- $15,470 _° . mom. $1,178 $1.28 $0.1; _.__.._.115- � $I11,660.-.----_$758,333'-- $87;208;3D``F -: ,:'_$ '2'8744;d_.._ _$154" 4:--$1,7541 °F°5 SI344. $1_20.- -- --- $0.1) 70' 88 $122,898 Low-TInliome T40 $52,447 $903,333 $79,493,333 $1,849,269 $140,845 $21,014 $1,60I $1.30 $0.1i $550;600 - y S77X0,000 $1,791,266 $136,427 $12,795 $914a $1':86 ^� 4-Pack 36 $51,750 $400,000 $14,400,000 $334,990 $25,514 $9,305 $709 $1.37 $0.11, 701. - - _-- -' . ... __.. $462;143,333 _ $10,750;000 _. ;` _ e�818,747 ..... : , . . Note: Estimates are based on information available as of the date the original SAP was adopted by the City Council. The above estimate uses an average interest rate of 5.55% for the first initial year for the collection of PID assessments, and annual administrative expenses increasing by 2.0% per year. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. Table IV-H-2 summarizes allocation of the current outstanding Improvement Area 43 Assessment. Table IV-11-2 Improvement Area #3 Outstanding Assessment Allocation Equivalent Equivalent Tax Rate Tax Rate (Per Estimated Total Average (Per $1001AV) Estimated Completed Estimated Improvement Average Maximum Annual $1001AV) Completed Finished Home Build Out Area #3 Annual Assessment Installment Finished Home Lot Size Units' Lot Value Value Value Assessment Installment Per Unit Per Unit Lot Value Value 35' 78 $67,701 $550,000 $42,900,000 $847,861 $76,097 $10,870 $976 $1.44 $0.1773818 _.$1,790,982 $160,743 __ `$12;978.:_ rt--''$1;165_ ._-_ $1.23.. _ $0181 55' 105 $92,400 $665,000 $69,825,000 $1,379,997 $123,857 $I3,143 $1,180 $1.28 $0.18 115° $758,333 -$87,208333- $1,723;555$154692 m"$14987' $1,345 $1.21 $0.18 _..60'__ _$111,600. 70' 88 $122,898 $903,333 $79,493,333 $1,571,078 $141,007 $17,853 $1,602 $1.30 $0.18 L(275-�30:3-,139 $52,447 $550,000 $76,450,000 $1,510,931 $135,608 $10,870 $976 $1.86'08� _. - 4-Pack 36 $51,750 $400,000 $14,400,000 $284,597 $25,543 $7,905 $710 $1.37 $0.18 i .. Total 09 _ _ $460,$96,667, $_9_,109;000 $817;547 _ Note: 1 - The number of units excludes two (2) prepaid Lots. The above uses an average interest rate of 4.65% on the Improvement Areas #1-3 Bonds for the remaining 20-year term for the collection of PID assessments. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. MuniCap 136 Table IV-I-1 below summarizes estimated value to assessment ratio based on the original Improvement Area 43 Assessment. Table I V-I-1 Improvement Area #3 Estimated Value to Assessment Ratios - Original Lot Size Units Estimated Finished Lot Value Estimated Completed Home Value Estimated Build Out Value Total Improvement Area 0 Assessment Average Annual Installment Maximum Assessment Per Unit Average Annual Installment Per Unit Finished Lot to Assessment Leverage Completed Home to Assessment Leverage 35' 78 $67,701 $550,000 $42,900,000 $997,991 $76,010 $12,795 $974 5.29 42.99 50' _ 139 $94411 $656,667_ _$91,276;667__ $2123 87$161,723_ _ _$15,276 _$12163 _______,'_6_I8 42_99, 55' 105 $92,400 $665,000 $69,825,000 $1,624,353 $123,715 $15,470 $1,178 5.97 42.99 15 _$11.1 600 ,__ $758 333 _ , $87 ,208 2333 $2;0282744 _ $154,5:14$17,641__ $1,344_ 6.33 _ -_ 42.99� 70' 88 $122,898 $903,333 $79,493,333 $1,849,269 $140,845 $21,014 $1,601 5.85 42.99 ownhome 146 .$,52,4'47 $550,000 �$77,000;000 $1,791,266 '" $136,427 $I2,705 $974 '-4.10 42.99' 4-Pack 36 $51,750 $400,000 $14,400,000 $334,990 $25,514 $9,305 $709 5.56 42.99 I Total 701 _ . $462,103,333 $10,750,000 $818,747 _ _ _ _ I Note: Estimates are based on information available as of the date the original SAP was adopted by the City Council. The above estimate uses an average interest rate of 5.55% for the first initial year for the collection of PID assessments, and annual administrative expenses increasing by 2.0% per year. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other document associated with the PID. Table IV-I-2 below summarizes estimated value to assessment ratio based on the outstanding Improvement Area #3 Assessment. Table TV-1-2 Improvement Area #3 Estimated Value to Assessment Ratios - Outstanding Estimated Total Average Finished Completei Estimated Completed Estimated Improvement Average Maximum Annual Lot to Home to Finished Home Build Out Area #3 Annual Assessment Installment Assessment Assessmen Lot Size Units Lot Value Value Value Assessment Installment Per Unit Per Unit Leverage Leveraage- 35' 78 $67,701 $550,000 $42,900,000 $847,861 $76,097 $10,870 $976 6.23 50.6 50' 338 $94 ,411 $656,667 $90;620,000 $1,790,982 $160,743 $12,978 _ $1,165 _ 7.27_ _ 50.6 55' I05 $92,400 $665,000 $69,825,000 $1,379,997 $123,857 $13,143 $1,180 7.03 50.6 160' 1.15 $111 600 _ _ $758;333 ____$$7,208,333_ ._ . $1,723,555 _ $154,692 $14,287 $1,345_ .__ 7.45 _ 50.E 70' 88 $122,898 $903,333 $79,493,333 $1,571,078 $141,007 $17,853 $1,602 6.88 50.6 iownhome 139 $52,447 $550,000-_$76,450,000 $1,510,931 $135,608 $101810 $976 4.82 50A 4-Pack 36 $51,750 $400,000 $14,400,000 $284,597 $25,543 $7,905 $710 6.55 50.6 i Total 699 _$460,896;667 $9,09;606 -'- $817,547 +Tote: 1 -The number of units excludes two (2) prepaid Lot. The above uses an average interest rate of4.65%on the Improvement Areas # 1-3 Bonds for the remaining !0-year term for the collection of PID assessments. This information may be modified in an Annual Service Plan Update approved by the City Council, subject to he terms of this SAP, the PID Act, and any other document associated with the PID. (remainder of this page intentionally left blank) MuniCap 137 Assessment MethodolQ& for Future Improvement Areas When and if the Future Improvement Areas are developed and Assessments are levied against Property within the Future Improvement Areas and/or the issuance of Future Improvement Area Bonds are contemplated, this SAP will be amended to determine the assessment methodology necessary to apply equal shares of the Actual Costs of Future Improvement Area Improvements on Assessed Property similarly benefited within that Future Improvement Area. H. ASSESSMENT AND ANNUAL INSTALLMENTS The Improvement Area #1 Assessments for the Improvement Area #1 Funded Improvements have been levied on each Lot of Improvement Area # 1 Assessed Property according to the Improvement Area #1 Assessment Roll. The Improvement Area #1 Annual Installments will be due no later than January 31 of each year beginning in 2019 and will be due in the amounts shown on the Improvement Area #1 Assessment Roll, subject to any revisions made during an Annual Service Plan Update. The Improvement Area #2 Assessments for the Improvement Area #2 Funded Improvements have been levied on each Lot of Improvement Area #2 Assessed Property according to the Improvement Area 92 Assessment Roll. The Improvement Area #2 Annual Installments will be due no later than January 31 of each year beginning in 2021 and will be due in the amounts shown on the Improvement Area #2 Assessment Roll, subject to any revisions made during an Annual Service Plan Update. The Improvement Area #3 Assessments for the Improvement Area #3 Funded Improvements have been levied on each Lot of Improvement Area #3 Assessed Property according to the Improvement Area #3 Assessment Roll. The Improvement Area #3 Annual Installments will be due no later than January 31 of each year beginning in 2024 and will be due in the amounts shown on the Improvement Area #3 Assessment Roll, subject to any revisions made during an Annual Service Plan Update. I. ADMINISTRATIVE EXPENSES The cost of administering the PID and collecting the Annual Installments shall be paid for on a pro rata basis by each Parcel or Lot based on the amount of outstanding Assessment remaining on such Parcel or Lot. The Administrative Expenses shall be collected as part of and in the same manner as Annual Installments in the amounts shown on the Improvement Area #1 Assessment Roll, the Improvement Area #2 Assessment Roll, and the Improvement Area #3 Assessment Roll shown on Appendix A-1, Appendix A-2, and Appendix A-3, respectively, which are subject to revision through Annual Service PIan Updates. J. ADDITIONAL INTEREST RATE Pursuant to the PID Act, if PID Bonds are issued, the interest rate for Assessments may exceed the actual interest rate per annum paid on such PID Bonds by no more than one half of one percent (0.50%) per annum, (the "Additional Interest Rate"). The funds generated by the Additional Interest Rate (i.e. 0.50%) per annum will be dedicated to fund the Delinquency and Prepayment Reserve as described in Section IV.K. MuniCap 138 K. DELINQUENCY AND PREPAYMENT RESERVE As described in Section IV.J, if PID Bonds are issued, a portion of the fiends generated by the Additional Interest Rate will be allocated to fund the associated interest charged between the date of prepayment of an Assessment and the date on which related PID Bonds are actually redeemed and to offset any possible delinquent payments (the "Delinquency and Prepayment Reserve"). If PID Bonds are issued, a Delinquency and Prepayment Reserve shall be funded each year until it reaches 5.5% of the par amount of the related PID Bonds, but in no event will the annual collections be more than 0.50% per annum higher than the actual interest rate paid on the related PID Bonds. If the PID Act is subsequently amended to allow a prepayment of an Assessment to include all applicable interest from the date of prepayment through and including the date of the regularly scheduled PID Bond payments to be charged upon the prepayment of the Assessment, the 0.50% per annum allocated to fund the associated interest charged between the date of prepayment of the Assessment and the date on which PID Bonds are actually prepaid may be eliminated at the election of the City. If in any given year the Delinquency and Prepayment Reserve is fully funded at 5.5% of the par amount of the related outstanding PID Bonds, the City can allocate the funds generated by the Additional Interest Rate collected during that year to pay Administrative Expenses or to redeem the applicable PID Bonds as set forth in the applicable Indenture. (remainder of this page is intentionally left blank) MuniCap 139 V. SERVICE PLAN A. INTRODUCTION The PID Act requires that a service plan (i) cover a period of at least five years, and (ii) define the annual projected costs and indebtedness for the Authorized Improvements undertaken within the PID during the five year period. The timetable for Future Improvement Areas Improvements will be determined and included in future updates to this SAP. The Service Plan shall be reviewed and updated at least annually for purposes of determining the annual budget for Administrative Expenses, updating the estimated costs of the Authorized Improvements, and updating the Assessment Rolls shown on Appendix A-1, Appendix A-2, and Appendix A-3. Any update to this SAP is herein referred as an "Annual Service Plan Update." Table V-A summarizes the original sources and uses of funds required to construct the Improvement Area # 1 Funded Improvements and establish the PID. The sources and uses of funds shown in Table V-A shall be updated each year in the Annual Service Plan Update to reflect any revisions to the Actual Costs and additional PID Bond issues, if any. Table V-B summarizes the original sources and uses of funds required to construct the Improvement Area #2 Funded Improvements and establish the PID. The sources and uses of funds shown in Table V-B shall be updated each year in the Annual Service Plan Update to reflect any revisions to the Actual Costs and additional PID Bond issues, if any. Table V-C summarizes the original sources and uses of funds required to construct the Improvement Area #3 Funded Improvements and establish the PID. The sources and uses of funds shown in Table V-C shall be updated each year in the Annual Service Plan Update to reflect any revisions to the Actual Costs and additional PID Bond issues, if any. The sources and uses of funds shown in Table V-A, Table V-B and Table V-C are being updated to reflect the estimated bond issuance costs related to the Improvement Areas # 1-3 Bonds, which will be updated upon pricing of the Improvement Areas #1-3 Bonds. Future Improvement Area PID Bonds for a given improvement area will not be issued until a final plat has been recorded, unless explicitly waived by the City, for the next improvement area in the District ("Subsequent Improvement Area"). If no final plat has been recorded with respect to the Subsequent Improvement Area within five (5) years of the date that the Assessments are levied on the prior improvement area, then no Future Improvement Area PID Bonds for the prior improvement area will be issued, and the payment of any amount owed to the Developer under a Reimbursement Agreement will be limited to quarterly payments by the City to the Developer from the Assessment Revenues deposited into the District Fund (the, "District Fund"). The Improvement Area #1 Assessments have been levied. As a result, the sources and uses are shown in Table V-A. MuniCap 140 Table V-A Improvement Area 41 Original Sources and Uses of Funds Actual Costs Actual Costs Reimbursed by Funded by Description Costs' Assessments Developer PID Reimbursement Agreement Improvement Area #1 $6,350,000 $6,350,000 $0 Total Sources $27,477,293 $6,350,000 $21,127,293 Uses: Bonds.&Mobihzatiornr$233,'�175::' $0 Earthwork & Erosion Control Improvements $3,772,522 - $0�$3,772,522 Water Improvements $2,862,099 $0 $2,862,099 VlrastewaterIm $3`249;108 $0'.._ V;249,�1.08'.i Roadway Improvements $5,725,852 $5,712,973 _ $12,879 O err Space &Trail -Improvements___-_____ _ $3;301,388_ $637,027e$2 6361 Proiect Contingency $0 $0 $0 City Inspection and Fees $1,320,095 $0 $1,320,095 e Professional Fees -,� -mom $21°4 393 _..$O a $2I4 393� Construction Fees $1,636,939 $0 $1,636,939 I See Table III -A and Table IV -A for details. The Improvement Area #2 Assessments have been levied. As a result, the sources and uses are shown in Table V-B. (remainder of this page is intentionally left blank) MuniCap 141 Table V-B Improvement Area 42 Original Sources and Uses of Funds Actual Costs Actual Costs Reimbursed by Funded by Description Costsr Assessments Developer Sources: = _ PID Reimbursement Agreement Improvement Area 42 $5 850,000 $5,850,000 $0 Deyeloper_Cash,Coritribdtion, Total Sources $27,333,341 $5,850,000 $21,483,341 Uses: Bonds _&—MolilizatiotiW..,.....HI$270,616` -s Earthwork & Erosion Control Improvements $4,020,550 $0 $4,020,550 Storm Drainage.Iiriprovenients� ``==.-$,125,362�$0 _ $2;125,362 Water Improvements $2,598,771 $0 $2,598,771 Waste, ater Im rovements "- '' ;Y. $2,3:4i;564 $0 �_ 3, 41,564:.' Roadway Improvements p $5,132,890 $5,013,226 $119,664 _ `z$5_,7-10 148$8.36;774$4;873 3,74 Project Contingency $117,814 $0 $117,814 Construction Fees $1,047,891 $0 $1,047,891 See Table III-B and Table IV-B for details. The Improvement Area #3 Assessments have been levied. As a result, the sourees and uses are shown in Table V-C. (remainder of this page is intentionally left blank) MuniCap 142 PID Reimbursement Table V-C Improvement Area #3 Original Sources and Uses of Funds Actual Costs Actual Costs Reimbursed by Funded by Costs' Assessments Developer vementArea #3 $10,750,000 $10,750,000 $0 Total Sources $37,191,518 $10,750,000 $26,441,518 Uses: Bonds &Mobilization-____-- _ _--.------.- $0 __ _-----__ $0 — _ $a_ Earthwork & Erosion Control Improvements $3,304,958 $0 $3,304,958 Storm.Drainage Improvements $3;337,653 $0 $3z337,653 Water Improvements $3,185,148 $0 $3,185,149 _Wastewater Improvements : ' $4- 643;234 .: _ _$0 _ _ . ` $4;643;234., RoadwavImorovements $10.792,203 $10.750,000 $42,203 Project Contingency $1,894,872 $0 $1,894,872 Engineering -- - .. $6 601,380-_---- .$0..- $6 601.,380 Construction Fees $413,995 $0 $413,995 E Total -Authorized Improvements_ _ _ _ _ _ _ $37J91,518_ -_ . _$10,750,000 $26,441,518 I See Table III-C and Table IV-C for details. The Improvement Areas 91-3 Bonds are being issued to reimburse the Developer for the outstanding balances of the Improvement Area # 1 Reimbursement Agreement, Improvement Area #2 Reimbursement Agreement and Improvement Area #3 Reimbursement Agreement. As a result, the original sources and uses shown in Tables V-A, V-B and V-C have been updated as shown in Table V-D on the following page. (remainder of this page is intentionally left blank) MuniCap 143 Table V-D Improvement Areas #1-3 Bonds Updated Sources and Uses of Funds Improvement Improvement Improvement Descriution Area #11 Area #2' Area #3' Total Pax amount $4,954,000 $4,123,000 $9,109,000 $18,186,000 .Developer Contribution-(Reimbursertient Agxeemeilt lien -reduction for Bonds) $514,191 $885,1,06 S1,612,735, $35012;032 Developer Contribution (Reimbursement Agreement $6,442 $0 $0 $6,442 lien reduction due to Replat) _ Develo er Caritrilitttion for Bond issuance costs $388 920 _ �- �$325,252 $71�8,555 - $1,432,726' Assessments Collected as Annual Installments and $g75 367 $841 894 $28 265 $1 745,526 Prevavments and Disaersed to Develoner4 ' 1 Bond Premium $146;257 $120,776 $266,'888 $533,921 .� Total Sources $6,885,177 $6,296,028 $11,735,443 $24,916,647 Uses: utstan tng. -a anun ce der Improvement Area 91 $6,350,000 $0 $0 $6,3507000 eement�._ _ � � � Reimbursement Agreement _ � ...,,, _ - .� ....._ - _ W Outstanding balance under Improvement Area #2 $0 $59850,000 $0 $5,850,000 Reimbursement Agreement _ Outstanding balance under Improvement Area #3 $0, _ $0� $10;750,000 $10,750,000 Reimbursement Agreement _ - -- -_- Subtotal $6, 350, 000 $5, 850, 000 $10, 750, 000 $22, 950, 000 Debt service reserve $99,395 $82,722 $182,759 $364,875 Underwriters discount tricludin i3riderwritex's counsel .- . — $ $l48 620 _$123 690 $273 27.0- $545 °580 m �� Other costs of issuance $140,290 $116,757 $257,953 $515,000 Bond insurance premium r _ $142.995 $119;520 $264,079 $526,594 Surety Bond premium $3,877 $3,339 $7,382 $14,598 Subtotal Bond Issuance, Cosls _ :... $535,177 ' . _ $446, 028 $985, 443 $1, 966, 64.71 Total Uses $6,885,177 $6,296,028 $11,735,443 $24,916,647 'The outstanding balance under Improvement Area #1 Reimbursement Agreement represents all principal payments and prepayments through 06/11/2024. 'The outstanding balance under Improvement Area 92 Reimbursement Agreement represents all principal payments and prepayments through 06/11/2024. 3The outstanding balance under Improvement Area 43 Reimbursement Agreement represents all principal payments and prepayments through 06/11/2024. 4These amounts include scheduled disbursements on June 15, 2024. The projected Annual Installments for the Improvement Area #1 Funded Improvements are presented in Table V-E. The projected Annual Installments are subject to revision and shall be updated in the Annual Service Plan Update to reflect any change expected for each year. (remainder of this page is intentionally left blank) MuniCap 144 Table V-E Improvement Area #1 Projected Annual Installments Delinquency Period Principal Interest Administrative Prepayment Annual PID ding 9130 Payments Expense Expenses Reserve Installments 2024 $130,227 $284,777 $48,805 $0 $463,809 2025 $124,000 � $263,717_ _ �_ $5CQ63- ` � $24"�770 $462 850f 2026 $162,000 $224,233 $52,468 $24,150 $462,850 LL�202T, � $170,000 ` n, $216, 33 `._ _$53,378 a $23 340 $462 8.50 2028 $179,000 $207,633 $53,728 $22,490 $462,850 Total $1,418,126 $3,046,834 $534,506 $116,345 $5,115,812 Note: The projected Annual Installments are the expenditures associated with the formation of the PID, interest expense, and the administration of the PID. The debt service estimates are based on a 20-year remaining term and a 4.65% average interest rate and is being updated with the debt service estimates for the Improvement Areas # I-3 Bonds. The projected Annual Installments for the Improvement Area 42 Funded Improvements are presented in Table V-F below. The projected Annual Installments are subject to revision and shall be updated in the Annual Service Plan Update to reflect any change expected for each year. Table V-F Improvement Area #2 Projected Annual Installments Delinquency Period Principal Interest Administrative Prepayment Annual PID Ending 9/30 Pavments Expense Expenses Reserve Installments 2024 $101,479 $241,270 $55,526 $0 $398,275 2025 $96;000''__ _ $219,327 . -_ ___-_ $56,376 __v:=___$20 615 _ _ $392 318. 2026 $129,000 $186,845 $56,338 $20,135 $392,318 1)n?7 l-1C.nnn -0 Rn lor, TJ () 4gn, 2028 $144,000 $173,595 $55,913 $18,810 $392,318 Total $1,038,013 $1,925,393 $501,604 $97,140 $3,562,150 Note: The projected Annual Installments are the expenditures associated with the formation of the PID, interest expense, and the administration of the PID. The debt service estimates are based on a 20-year remaining term and a 4.65% average interest rate and is being updated with the debt service estimates for the Improvement Areas # 1-3 Bands. The projected Annual Installments for the Improvement .Area 93 Funded Improvements are presented in Table V-G. The projected Annual Installments are subject to revision and shall be updated in the Annual Service Plan Update to reflect any change expected for each year. MuniCap 145 Table V-G Improvement Area #3 Projected Annual Installments Delinquency Period & Ending Principal Interest Administrative Prepayment Annual PID 9/30 Pavments Expense Expenses Reserve Installments 2025 $211,000 $484,565 $76,437 $45,545 $817,547 2027 $300,000 $398,606 $75,876 $43,065 $817,547 2028 $317,000 $383,606 „ $75;376 $41,565 $817,547 2029 $334,000 $367,756 $75,811 $39,980 $817,547 Total $1,947,122 $2,995,071 $528,881. $252,955 $5,724,029 Note: The projected Annual Installments are the expenditures associated with the formation of the PID, interest expense, and the administration of the PID. The debt service estimates are based on a 20-year remaining term and a 4.65% average interest rate and is being updated with the debt service estimates for the Improvement Areas 91-3 Bonds. (remainder of this page is intentionally left blank) MuniCap 146 VI. TERMS OF THE ASSESSMENTS A. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN IMPROVEMENT AREA 41 The Improvement Area #1 Assessments and Annual Installments for the Improvement Area #1 Assessed Property are shown on the Improvement Area #1 Assessment Roll. Such Assessments and Annual Installments shall not be changed except as authorized by this SAP and by the PID Act and approved by City Council. The Improvement Area #1 Annual Installments shall be collected in an amount sufficient to pay principal and interest on the applicable portion of the Improvement Areas #1-3 Bonds, to fund the Delinquency and Prepayment Reserve, and to pay the Administrative Expenses. B. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN IMPROVEMENT AREA 92 The Improvement Area 42 Assessments and Annual Installments for the Improvement Area #2 Assessed Property are shown on the Improvement Area #1 Assessment Roll. Such Assessments and Annual Installments shall not be changed except as authorized by this SAP and by the PID Act and approved by City Council. The Improvement Area #2 Annual Installments shall be collected in an amount sufficient to pay principal and interest on the applicable portion of the Improvement Areas #1-3 Bonds, to fund the Delinquency and Prepayment Reserve, and to pay the Administrative Expenses. C. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN IMPROVEMENT AREA 43 The Improvement Area #3 Assessments and Annual Installments for the Improvement Area #3 Assessed Property are shown on the Improvement Area #3 Assessment Roll. Such Assessments and Annual Installments shall not be changed except as authorized by this SAP and by the PID Act and approved by City Council. The Improvement Area #3 Annual Installments shall be collected in an amount sufficient to pay principal and interest on the applicable portion of the Improvement Areas #1-3 Bonds, to fund the Delinquency and Prepayment Reserve, and to pay the Administrative Expenses. D. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN FUTURE IMPROVEMENT AREAS When and if Future Improvement Areas are developed, this SAP will be amended to determine the Assessment and Annual Installments associated with the costs of Future Improvement Area Improvements for each Parcel or Lot located within a Future Improvement Area. The Assessment shall not exceed the benefit received by the Assessed Property. MuniCap 147 E. REALLOCATION OF ASSESSMENTS FOR PARCELS LOCATED WITHIN IMPROVEMENT AREA #X, IMPROVEMENT AREA #2, AND IMPROVEMENT AREA 43 Upon Division Prior to Recording of Subdivision Plat Upon the division of any Assessed Property (without the recording of subdivision plat), the Administrator shall reallocate the Assessment for the Assessed Property prior to the division among the newly divided Assessed Properties in accordance with the assessment methodology as presented in Section IV.G. If Lots are not platted in accordance with the approved entitlements, the Assessments for each affected Lot will be allocated in an equitable manner, but in no event will such new allocation increase the total Assessment for each Parcel as identified in Table IV-D-1, Table IV-F-1 and Table IV-11-1. The reallocation of an Assessment for Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the increase or reallocation. Any reallocation pursuant to this section shall be reflected in a Service and Assessment Plan Update approved by the City Council. The reallocation herein shall be considered an administrative action that will not require the City Council to issue notice and hold a public hearing. The sum of the Assessments for all newly divided Assessed Properties shall equal the Assessment for the Assessed Property prior to subdivision. The calculation shall be made separately for each newly divided Assessed Property. Any reallocation pursuant to this section shall be reflected in an update to this Service and Assessment Plan approved by the City Council. Upon Subdivision by a Recorded Subdivision Plat Once a Lot has an Assessment applied to it, as shown in Table IV-D-1, Table IV-F-I and Table IV-1-1-1, and is then subdivided again, such newly subdivided Iots will be the Assessment of the applicable lot size as set forth in Table IV-D-1, Table IV-F-1 and Table IV-H-1. In no event will the new subdivision cause the sum of the Assessments for the newly subdivided Lots to be greater than the Assessment for the undivided Lot prior to its subdivision. The allocation method used above is to ensure there will not be an increase in the Assessment for each specific Parcel. If Lots are not platted in accordance with the approved entitlements, the Assessments for each affected Lot will be allocated in an equitable manner. Upon Consolidation Upon the consolidation of two or more Assessed Properties, the Assessment for the consolidated Assessed Property shall be the sum of the Assessments for the Assessed Properties prior to consolidation. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment for such Assessed Property prior to the reallocation. Any reallocation pursuant to this section shall be calculated by the Administrator and reflected in an update to this SAP approved by the City Council. The consolidation of any Assessed MuniCap 148 Property as described herein shall be considered an administrative action and will not require any notice or public hearing (as defined in the PID Act) by the City Council. Upon Transfer between Parcels with Different Uses Should an owner of an Assessed Property choose to transfer the intended land use between all or a portion of one or more Parcels or Lots, in no event will the transfer cause the sum of the Assessments for the affected Parcels or Lots to be greater than the Assessment for those Parcels or Lots prior to the transfer of use. If uses are transferred among Parcels or Lots, the Assessments for each affected Parcel or Lot will be allocated in an equitable manner. F. REALLOCATION OF ASSESSMENTS FOR PARCELS LOCATED WITHIN FUTURE IMPROVEMENT AREAS As Future Improvement Areas are developed, this SAP will be amended to determine the assessment reallocation methodology that results in the imposition of equal shares of the Actual Costs on Assessed Property similarly benefited within each Future Improvement Area. G. MANDATORY PREPAYMENT OF ASSESSMENTS If Assessed Property or a portion thereof is transferred to a party that is exempt from the payment of the Assessment under applicable law, or if an owner causes a Parcel or portion thereof to become Non -Benefited Property, the owner of such Parcel or portion thereof shall pay to the City the full amount of the Assessment, plus all Prepayment Costs, for such Parcel or portion thereof prior to any such transfer or act (a "Mandatory Prepayment"). ShouId a Mandatory Prepayment of Assessments occur, the owner of such Parcel or portion thereof shall notify the City and the Administrator no later than thirty (30) days after the date of the payment of the Mandatory Prepayment. The sum of the Assessments for all newly divided Assessed Properties shall equal the Assessment for the Assessed Property prior to subdivision. If the Assessment for the Assessed Property prior to subdivision exceeds the sum of the Assessments for all newly divided Assessed Properties after such reallocation, the Parcel owner shall pay the excess Assessment amount as a Mandatory Prepayment. The Developer has agreed to pay off the Assessments on Lots within Improvement Area #2 that have closed with homebuyers as of the date of levy of the Improvement Area #2 Assessments. Such Parcels are marked as Prepaid in the attached Assessment Roll for Improvement Area #2. H. REDUCTION OF ASSESSMENTS If after all Authorized Improvements to be funded through the PID have been completed and the Actual Costs for such Authorized Improvements are less than the PID-Funded Actual Costs used to calculate the Assessments, resulting in an excess Assessment, then the City may, at its discretion, reduce the applicable Assessment for each applicable Assessed Property pro rats such MuniCap 149 that the sum of the resulting reduction in such Assessments for all such Assessed Properties equals the excess Assessments. Additionally, the City may, at the request of the Developer, use such excess Assessments to fund and/or reimburse the Developer for, and/or directly fund, additional Authorized Improvements. Similarly, if the owner does not undertake some of the Authorized Improvements to be funded through the PID, as set forth in Table III -A, Table III-B, and Table III-C, resulting in excess Assessments, then the City may, at the City's sole discretion, reduce the applicable Assessment for each applicable Assessed Property pro-rata to reflect only the PID-Funded Actual Costs that were expended and deposit and apply such excess Assessments as described in the paragraph immediately above. I. PAYMENT OF ASSESSMENTS 1. Payment in Full The Assessment for any Parcel or Lot may be paid in full at any time in accordance the PID Act. The prepayment shall include all Prepayment Costs, if any. Interest costs from the date of prepayment to the date of redemption of the applicable PID Bonds, if any, may be paid from a reserve established under the applicable Indenture. If an Annual Installment has been billed prior to payment in full of an Assessment, the Annual Installment shall be due and payable and shall be credited against the payment -in -full amount upon payment. Upon payment in full of an Assessment and all Prepayment Costs, the City shall deposit the payment in accordance with the applicable PID Reimbursement Agreement or applicable Indenture; whereupon, the Assessment for the Parcel or Lot shall be reduced to zero, and the Parcel or Lot owner's obligation to pay the Assessment and Annual Installments thereof shall automatically terminate. The City shall provide the owner of the affected Assessed Property a recordable "Notice of PID Assessment Termination." At the option of a Parcel or Lot owner, the Assessment on any Parcel or Lot may be prepaid in part in an amount equal to the amount of prepaid Assessments plus Prepayment Costs, if any, with respect thereto. Upon the payment of such amount for a Parcel or Lot, the Assessment for the Parcel or Lot shall be reduced by the amount of such partial prepayment, the Assessment Roll shall be updated to reflect such partial prepayment, and the obligation to pay the Annual Installment for such Parcel or Lot shall be reduced to the extent the partial prepayment is made. 2. Payment of Annual Installments If an Assessment is not paid in full, the PID Act authorizes the City to collect interest and collection costs on the outstanding Assessment. An Assessment for a Parcel or Lot that is not paid in full will be collected in Annual Installments each year in the amounts shown in the applicable Assessment Roll and which includes interest on the outstanding Assessment and Administrative Expenses. MuniCap 150 The Annual Installments as listed on the Improvement Area #1 Assessment Roll have been calculated as having a term of 30 years from initial collection and using an interest rate of 6.0% for the initial two years of collection and 5.0% for the next 4 years of collection under the Improvement Area #1 Reimbursement Agreement, and an average interest rate of 4.65% for the remaining 20-years for the applicable portion of the Improvement Areas #1-3 Bonds. The interest rates in conjunction with the Improvement Area 91 Reimbursement Agreement were in conformance with the PID Act using an index rate of 4.03% as provided by The Bond Buyer's Revenue Bond Index dated February 9, 2017. The principal amounts of Annual Installments may not exceed the amounts shown on the Assessment Roll except pursuant to any amendment or update to this SAP. The interest on the Assessments or Annual Installments are being updated to include the interest generated from the Additional Interest Rate in conjunction with issuance of the Improvement Areas #1-3 Bonds. The Annual Installments as listed on the Improvement Area #2 Assessment Roll have been calculated as having a term of 30 years from initial collection and using an interest rate of 4.62% for the initial 4 years of collection under the Improvement Area #2 Reimbursement Agreement, and an average interest rate of 4.65% for the remaining 20-years for the applicable portion of the Improvement Areas #1-3 Bonds. The interest rates in conjunction with the Improvement Area #2 Reimbursement Agreement were in conformance with the PID Act using an index rate of 2.62% as provided by The Bond Buyer's Revenue Bond Index dated August 27, 2020. The principal amounts of Annual Installments may not exceed the amounts shown on the Assessment Roll except pursuant to any amendment or update to this SAP. The interest on the Assessments or Annual Installments are being updated to include the interest generated from the Additional Interest Rate in conjunction with issuance of the Improvement Areas #1-3 Bonds. The Annual Installments as listed on the Improvement Area #3 Assessment Roll have been calculated as having a term of 30 years from initial collection and using an interest rate of 5.55% for the initial year of collection under the Improvement Area #3 Reimbursement Agreement, and an average interest rate of 4.65% for the remaining 20-years for the applicable portion of the Improvement Areas #1-3 Bonds. The interest rates in conjunction with the Improvement Area #3 Reimbursement Agreement were, in conformance with the PID Act using an index rate of 3.55% as provided by The Bond Buyer's Revenue Bond Index dated August 11, 2022. The principal amounts of Annual Installments may not exceed the amounts shown on the Assessment Roll except pursuant to any amendment or update to this SAP. The interest on the Assessments or Annual Installments are being updated to include the interest generated from the Additional Interest Rate in conjunction with issuance of the Improvement Areas #1-3 Bonds. The Annual Installments shall be reduced to equal the actual costs of repaying the related series of PID Bonds and actual Administrative Expenses (as provided for in the definition of such term), taking into consideration any other available funds for these costs, such as interest income on account balances. The City reserves and shall have the right and option to refund PID Bonds in accordance with Section 372.027 of the PID Act and the Indenture related to such PID Bonds. In the event of issuance of refunding bonds, the Administrator shall recalculate the Annual Installments, and if necessary, shall adjust, or decrease, the amount of the Annual Installment so that total Annual MuniCap 151 Installments of Assessments will be produced in annual amounts that are required to pay the debt service on the refunding bonds when due and payable as required by and established in the ordinance and/or the indenture authorizing and securing the refunding bonds, and such refunding bonds shall constitute "PID Bonds" for purposes of this SAP. J. COLLECTION OF ANNUAL INSTALLMENTS The Administrator shall, no less frequently than annually, prepare and submit to the City for its approval, an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include an updated Assessment Roll and a calculation of the Annual Installment for each Assessed Property. Administrative Expenses shall be allocated among Assessed Properties in proportion to the amount of the Annual Installments before Administrative Expenses for the Assessed Property. Each Annual Installment shall be reduced by any credits applied under the applicable Indenture, if PID Bonds are issued, such as capitalized interest, interest earnings on any account balances, and any other funds available to the Trustee for such purpose, and existing deposits for a Prepayment and Delinquency Reserve. Annual Installments may be collected by the City (or such entity to whom the City directs) in the same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and foreclosure sale in case of delinquencies as set forth in the PID Act. The Assessments shall have lien priority as specified in the PID Act. Any sale of Assessed Property for nonpayment of the delinquent Annual Installments shall be subject to the lien established for the remaining unpaid Assessment against such Assessed Property and such Assessed Property may again be sold at a judicial foreclosure sale if the purchaser thereof fails to make timely payment of the non -delinquent Annual Installments against such Assessed Property as they become due and payable. Each Annual Installment, including the interest on the unpaid amount of an Assessment, shall be updated annually. Each Annual Installment together with interest thereon shall be delinquent if not paid prior to February 1 of the following year. The initial Annual Installments relating to the Improvement Area #1 were billed in October 2018 and were delinquent if not paid by February 1, 2019. The initial Annual Installments relating to the Improvement Area #2 were billed in October 2020 were delinquent if not paid by February 1, 2021. The initial Annual Installments relating to the Improvement Area #3 were billed in October 2023 and were delinquent if not paid by February 1, 2024. (remainder of this page is intentionally left blank) MuniCap 152 VII. THE ASSESSMENT ROLL A. IMPROVEMENT AREA 91 ASSESSMENT ROLL The City Council has evaluated each Lot in Improvement Area #1 (based on numerous factors such as the applicable zoning for developable area, the use of proposed Owners Association property, the .Public Property, the types of Authorized Improvements, and other development factors deemed relevant by the City Council) to determine the amount of Assessed Property within Improvement Area 91. The Improvement Area #1 Assessed Property has been assessed for the special benefits conferred upon such property by the Improvement Area #1 Funded Improvements. Table V-A summarizes the $27,477,293 in special benefit received by such property from the Authorized Improvements benefiting Improvement Area #1, including the Improvement Area #1 Funded Improvements. The total amount of the PID-Funded Actual Costs is $6,350,000, which is less than the benefit received by the Assessed Property. Accordingly, the total Improvement Area 41 Assessment to be applied to the Improvement Area #1 Assessed Property is $6,350,000 plus annual interest and Administrative Expenses. The Assessment for each Improvement Area #1 Assessed Property is calculated based on the allocation methodologies described in Section W.G. The Assessment Roll for Improvement Area #1 Assessed Property is attached as Appendix A-1. Table VII-A Improvement Area #1 Special Benefit Summary Special Benefit Total Cost Other Funding Sources $21,127,293 Total Authorized Improvementsf $27,.4,77 Z93 Tot—a-VSpecial,Beneft �$27,477,293 S ecial Benefit° Total Special Benefit $27,477,293 Assessment' Excess Benefit $21,127,293 'See Table III -A for details. B. IMPROVEMENT AREA #2 ASSESSMENT ROLL The City Council has evaluated each Lot in Improvement Area 42 (based on numerous factors such as the applicable zoning for developable area, the use of proposed Owners Association property, the Public Property, the types of Authorized Improvements, and other development factors deemed relevant by the City Council) to determine the amount of Assessed Property within Improvement Area #2. MuniCap 153 The Improvement Area #2 Assessed Property has been assessed for the special benefits conferred upon such property by the Improvement Area 42 Funded Improvements. Table V-B summarizes the $27,333,341 in special benefit received by such property from the Authorized Improvements benefiting Improvement Area #2, including the Improvement Area #2 Funded Improvements. The total amount of the PID-Funded Actual Costs is $27,333,341, which is less than the benefit received by the Assessed Property. Accordingly, the total Improvement Area #2 Assessment to be applied to the Improvement Area #2 Assessed Property is $5,850,000 plus annual interest and Administrative Expenses. The Assessment for each Improvement Area #2 Assessed Property is calculated based on the allocation methodologies described in Section N.G. The Assessment Roll for Improvement Area #2 Assessed Property is attached as Appendix A-2. Table MY-B Improvement Area #2 Special Benefit Summary Special Benefit Total Cost Improvement Area k Funded Improyements _ _$5,850 000 Other Funding Sources $21,483,341 Special Benefit�� Total Special Benefit $27,333,341 Assessment � � $5,850,000 Excess Benefit $21,483,341 'See Table III-B for details C. IMPROVEMENT AREA #3 ASSESSMENT ROLL The City Council has evaluated each Lot in Improvement Area #3 (based on numerous factors such as the applicable zoning for developable area, the use of proposed Owners Association property, the Public Property, the types of Authorized Improvements, and other development factors deemed relevant by the City Council) to determine the amount of Assessed Property within Improvement Area #3. The Improvement Area #3 Assessed Property is being assessed for the special benefits conferred upon such property by the Improvement Area #3 Funded Improvements. Table V-C summarizes the $37,191,518 in special benefit received by such property from the Authorized Improvements benefiting Improvement Area #3, including the Improvement Area #3 Funded Improvements. The total amount of the PID-Funded • Actual Costs is $10,750,000, which is Iess than the benefit received by the Assessed Property. Accordingly, the total Improvement Area #3 Assessment to be applied to the Improvement Area #3 Assessed Property is $10,750,000 plus annual interest and Administrative Expenses. The Assessment for each Improvement Area #3 Assessed Property is calculated based on the allocation methodologies described in ,Section N.G. The Assessment Roll for Improvement Area #3 Assessed Property is attached as Appendix A-3. MuniCap 154 Table VII-C Improvement Area #3 Special Benefit Summary Special Benefit Total Cost Other Funding Sources $26,441,518 Total Authorized linDrovements! $37,191.518 Total Special Benefit $37,191,518 S ecial Benefit Total Special Benefit $37,191,518 Excess Benefit $26,441,518 'See Table III-C for details. D. FUTURE IMPROVEMENT AREA ASSESSMENT ROLL As Future Improvement Areas are developed, this SAP will be amended to Assessment for each Parcel or Lot located within such Future Improvement appendix will be added as the Assessment Roll for Future Improvement Areas). E. ANNUAL ASSESSMENT ROLL UPDATES determine the Areas (e.g. an The Administrator shall, in consultation with City staff, prepare, and shall submit to the City Council for approval, updates to the Assessment Rolls and in or as part of the Annual Service Plan Updates to reflect changes such as (i) the identification of each Parcel, (ii) the Assessment for each Assessed Property, including any adjustments authorized by this SAP and the PID Act; (iii) the Annual Installments for the Assessed Property for the year (if the Assessment is payable in installments); and (iv) payments of the Assessment, if any, as provided by Sections VLA, VI.B, and VI.C. Annual Service Plan Updates shall reflect the actual interest of the PID Bonds, if any, or as outlined in the PID Reimbursement Agreement, on which the Annual Installments shall be paid plus the Additional Interest Rate, if any, any reduction in the Assessments, any revisions in the Actual Costs, Assessments agreed upon in the PID Reimbursement Agreement, and Developer funds. (remainder of this page is intentionally left blank) MuniCap 155 VIII. MISCELLANEOUS PROVISIONS A. ADMINISTRATIVE REVIEW The City may elect to designate a third parry, who is not an officer or employee of the City, to serve as Administrator of the PID.' The City shall notify the property owners within the PID in writing upon appointing a third party Administrator. To the extent consistent .with the PID Act, if an owner of the Assessed Property claims that a calculation error has been made in an Assessment Roll, including the calculation of the Annual Installment, that owner must send a written notice describing the error to the Administrator no later than thirty (30) days after the date the invoice or other bill for the Annual Installment is received. If the owner fails to give such notice, such owner shall be deemed to have accepted the calculation of the Assessment Roll (including the Annual Installments) and to have waived any objection to the calculation. The Administrator shall, in consultation with City staff, promptly review the notice, and if necessary, meet with the Assessed Property owner, consider written and oral evidence regarding the alleged error and decide whether, in fact, such a calculation error occurred. If the Administrator, in consultation with City staff, determines that a calculation error has been made and the Assessment Roll should be modified or changed in favor of the Assessed Property owner, such change or modification shall be presented to the City Council for approval, to the extent permitted by the PID Act. A cash refund may not be made for any amount previously paid by the Assessed Property owner (except for the final year during which the Annual Installment shall be collected), but an adjustment may be made in the amount of the Annual Installment to be paid in the following year. The decision of the Administrator regarding a calculation error relating to the Assessment Roll may be appealed to City Council. Any amendments made to the Assessment Roll pursuant to calculation errors shall be made pursuant to the PID Act. B. TERMINATION OF ASSESSMENTS Each Assessment shall terminate on the date the Assessment is paid in full, including payment of any unpaid Annual Installments and Delinquent Collection Costs, if any. After the termination of the Assessment, and the collection of any delinquent Annual Installments and Delinquent Collection Costs, the City shall provide the owner of the affected Parcel a recordable Notice of the PID Assessment Termination. C. AMENDMENTS Amendments to the Service and Assessment Plan may be made as permitted or required by the PID Act and Texas Iaw. (remainder of this page is intentionally left blank) MuniCap 156 D. ADMINISTRATION AND INTERPRETATION OF PROVISIONS The City Council shall administer (or cause the administration of) the PID, this SAP, and all Annual Service Plan Updates consistent with the PID Act. E. SEVERABILITY If any provision, section, subsection, sentence, clause or phrase of this SAP, or the application of same to an Assessed Property or any person or set of circumstances is for any reason held to be unconstitutional, void or invalid, the validity of the remaining portions of this SAP or the application to all or any portion of the Property or other persons or sets of circumstances shall not be affected thereby, it being the intent of the City Council in adopting this SAP that no part thereof, or provision or regulation contained therein shall become inoperative or fail by reason of any unconstitutionality, voidness or invalidity of any other part hereof, and all provisions of this SAP are declared to be severable for that purpose. If any provision of this SAP is determined by a court to be unenforceable, the unenforceable provision shall be deleted from this SAP, and the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the City. (remainder of this page is intentionally left blank) MuniCap 157 APPENDIX A-1 IMPROVEMENT AREA 91 ASSESSMENT ROLL Appendix A-1 Improvement Area 41 Assessment Roll Parcel All Parcels Units 582 Original Assessment $6,350,000 Outstanding Assessment $5,033,000 Net Debt Administrative Additional Total Annual Year Principal interest Nervice Expenses lnteres_t, instaiimewi 9/14010 -$51,409 $381,060, $432,409 $45,000 $0 $417,400 9/1/2020 .$52999. $373,729 $426;728 $45,392 $0.$472,120'. = 9111202'1 $1 "1.6 259 �$306,757 $423,017 $45- 883 $0 $'468.900` 9/112022 $120,112 $298,501 $41V79 $36070 $0 $454,749 9112023,.. $1°25,060 �291;667 :$416,727 $47,848. :, $0 $464,575 9/112024' $130;227 $284;777 $415,004 �$48,805 :$0: $463,809' 9/1/2025 . _ $124,000 $263,717 $387,717 $50;363 $24,770 $462-850 9/1/2026 $162,000 $224,233 $386,233 $52,468 $24,150 $462,850 9/1/2027 $170,000_ $21.6,133 $386 133 $53,378 __'$23,340 $462 850 9/1/2028 $179,000 $207,633 $386,633 $53 728 $22 490 $462,850 4 L 9/1/2029 $187 000- T $198 683 w�_ $385;683 $55,573 $21,595 $462,850 9/1/2030 $197,000 $189,333 $386,333 $55,858 $20,660 2 850 $462,850 __ _9/1/2031_� ___$20.7,000 _$ 79,483 $386483_ - $.56,693 __ $19675 $46 9/1/2032 $217,000 $169,133 $386,133 $58,078 $18,640 $462,850 9/1/2033 $228,000 .._ ;31.58,283 _ __$3.86 283 _ $50 013 -- S17,555 _ $462;850 9/1/2034 $239,000 $146,883 $385,883 $60,553 $16,415 $462,850 9/1/2035 $251,000. $134;933 $385,933_ $61,698 _ :$15,MO. $462,850 9/1/2036 $261,000 $124,893 $385,893 $62,993 $13,965 $462,850 9/1/2037 '$272,00 $114,453 $386,453. $.63,738 $12,660 '$462,850 9/1/2038 $283,000 $103,233 $386,233 $65,318 $11,-300 $462,850 �9/1/2039 $295,000' '$91,559 w $386,559 $66,406 $92885 - _ $462,,850 9/1/2040 [_9/1/2041 $307,000 :$321-;000 $79,390 $66;343 $386,390 $357;343 $68,050 $68;633 „$6,875 $8,410 $462,850 $462;850 9/1/2042 $334,000 $52,700 $386,700 $70,880 $5,270 $462,850 9/1/2043 _ '$351;000_ ®.$3.6,000 '$387,000 $72.250 $3,600, $462;850 9/1/2044 $369,000 $18,450 $387,450 $73,555 $1,845 $462,850 9/172045 ., $0 `$0 $0 _ $0 $0 :$0 9/1/2046 $0 $0 $0 $0 $0 $0 9/.1/2041 $0 So $0 $0 $0 _ $0 9/1/2048 $0 $0 $0 $0 $0 $0 (_ Total $5,5%126 $4,7119898 $101,262,025 $1,498,217 $298,320i $12,058,5651 1- The 9/01M dates represent the fiscal year end for the Improvement Areas # 1-3 Bonds. 2 - Principal and interest are calculated using 6.0% interest rate for 2019-2020, 5% for years 2021-2024 and Improvement Areas # 1-3 Bond average interest rate of 4.65% interest rate for 2025-2044. 3 - Additional Interest will be collected at 0.5% and will be used for Delinquency and Prepayment Reserve. Improvement Area #1 Outstanding Assessments - 2023 Replatted Parcels Prior to Re plat Alter Replat Property ID Parker Property ID arrant Block # Lot Lot Size Outstanding Assessment Block # Lot Lot Size Outstanding Assessment I-R000164778 _ 6_1.000104778 ' _ .0 _ _ 18 60 $9,342:39 U 18R _ 70 _ $11,960.23 R000104779 61000104779 U 19 60 $9,342.39 U 19R 70 $11,900.23 •R000104780 '61000104780 U 20� 60 � $9,342:39 _' PARCEL DELETED R000104947 61000104947 AH 21 50 $7,587.87 AH 21R 70 $11,900.23 R000104948_- `0000104948- AH ` 22" � 50 $7,587:87 AH 22R 60 9,342.39 R000104949 61000104949 AH 23 50 $7,587.87 AH 23R 60 $9,342.39 R000104950 ._61000,104950 AH• 24 50 $7,587.87 PARCEL DELETED ; a R000104954 61000104954 AH 28 60 $9,342.39 AH 28R 70 $11,900.23 _R0001.049.55610001,04955 BAH'_ ._ _29.. -60, $9 342.39 AH 29R 70 $11,900.23 R000104956 61000104956 AH 300 60 $9,342.39 AH 30R 70 $11,900.23 R0001049.57 • .6.11000104957 AH 31 60 $9,342.39 _ AH 31R 70 $11,900.23 R000104958 61000104958 AH 32 60 $9,342.39 AH 32R 60 $9,342.39 R000104959 61000104959 _ AH 33 60 $9,342.39 . PARCEL DELETED R000104787 61000104787 V 7R-1 Open Space $0.00 V 7R- 1R Open Space $0.00 I_ROOQ10479.5_._6.10001-04795 V 15 7.0 _ $I1,900.23___V 15R 70 $11,900.23_, R000104796 61000104796 V 16 70 $11,900. 33 V 16R 70 $11,900.23 �R000104800 _61000104800 V 20 60 . ' $9;34�_ V 20R 70 $11,900.23 R000104801 61000104801 V 21 60 $9,342.39 V 21R 70 $11,900.23 I R000104902 61000104802` V 22- 60 $9,342.39 TARCEL DELETED R000104615 61000104615 H 29 60 $9,342.39 H 29R 70 $11,900.23 _R000104616 61.000104616 H 30 60 $9,342.39 _ � H 30R 70 ='$_11,900.23 R000104617 61000104617 H 31 60 $9,342.39 H 31R 70 $11,900.23 R000.104618_ .61000104618 H ^� 32 w, ._... 60 L_L__ 342.39 � H_ 32R 70 _$11,900.23 R000104619 61000104619 H 33 60 $9,342.39 H 33R 60 $9,342.39 R000105380 61000165380 H 10 60 $9,342.39 PARCEL DELETED Reduction of Developer Reimbursement Amount $6,441.95 Total $222,315.05 $222,315.05 APPENDIX A-2 IMPROVEMENT AREA 42 ASSESSMENT ROLL Appendix A-2 Improvement Area #2 Assessment Roll Parcel All Parcels Units 553 Original Assessment $5,850,000 Outstanding Assessment $4,191,000 Net Debt Administrative Additional Total Annual Year 1 Principal' Interest' Service Expenses Interests Installment 9/1'/2021 $895909 $2581623 $348;532 $53,03 $0 - $401,665 9/1/2022 -,$93,564 , $253,1227 $346,686 $55,526� $0, . $402,212 9111/2023, %$97,062' $245,824 $342,883, $55526,:� $398,409 9/1%2024 $101,479_ _ $241,270 $342,749 $55,526 $0 $398,275 9/1/2025 ; = _ $96;000. a. $219,227 $31.5,327, _ $56,376-:.- $20,615. $392,3.18 9/1/2026 $129,000 $186,845 $315,845 $56,338 $20,135 $392,318 9/1/2027 :$1=3.6,000 _ F$�.180,39"5 - _ $316,395 $56,433 $1%490 1392;348 9/1/2028 $144,000 $173,595 $317,595 $55,913 $18,810 $392,318 1 9/_1_/2029_ _ -__ 3151000 $166,395_ $317,395 ____ $56,833 $18,090 $392,318 9/1/2030 $159,000 $158,845 $317,845 $57,138 $17 335 1., 9/1/2031_ $168,000 $150,895 $318,895 - $56883 - $16,540 --...$392,318 $392,318 9/1/2032 $178,000 $142,495 $320,495 $56,123 $15,700 $392,318 9/1/2033 $187,000 $133,595 _$320,595_ $56,913_$14;810 $392;318 9/1/2034 $197,000 $124,245 $321,245 $57,198 $13,875 $392,318 9/1/2035._ ,$2Q8,000 $114,395_ $322,395 _ $57,033 _ $12;890 :$392,318 9/1/2036 $218,000 $106,075 $324,075 $56,393 $11,850 $392,318 9/1/2037 , _ $227;000, S97,355 .. 1324,355_ $57,203_ 4 $10,760.. $3927318 9/1/2038 $238,000 $87,991 $325,991 $56,702 $9,625 $392,318 9/1/2039 $249,000 $78,174 $327,174 $56709 $83435 $392,318 9/1/2040 - 9/1/2041 $260,000 ;$273;000- $67,903 _ $56,853 $327,903 $329,853 $57,225 $56,575 -__ $7,190 $5,890 $392,318 $392,318 9/1/2042 ��--� . 9/172043 $285,000 $302,000 $45, � 250$330,250v $31,000 - $333,000 $57,543�_ ,5 $56,21'8 ___ _ $4 525 $3,100 $3 92,318 $392,318 9/1/2044 $318,000 $15,900 $333,900 $56,828 $1,590 $392,318 9/1/20450 9/1/2046 $0 $0 $0 $0 $0 $0 9/1/2047 -$Q-- -- - $0 $0 _ $0 $0 $0 9/1/2048 $0 $0 $0 _ $0 $0 $0 9/1/2049 :$0 $0- $0 $0 $0 $0. 9/1/2050 $0 $0 $0 $0 $0 $0 Total $4,505,613. $3,336,363 $7,84Q77 '$19354,287 $251,255 �$9i446,919 1- The 9/01/XX dates represent the fiscal year end for the improvement Areas # 1-3 Bonds. 2 - Principal and interest are calculated using 4.62% for years 2021-2024 and Improvement Areas # 1-3 Bond average interest rate of 4.65% interest rate for 2025-2044. 3 - Additional Interest will be collected at 0.5% and will be used for Delinquency and Prepayment Reserve. APPENDIX A-3 IMPROVEMENT AREA #3 ASSESSMENT ROLL Appendix A-3 Improvement Area #3 Assessment Roll Parcel Units Assessment Outstanding Assessment All Parcels 701 $10,750,000 $9,251,000 Year 1 Principal Interest Net Debt Service' Administrative Expenses Additional Interest' Total Annual Inlstallment .: �1112024- A:. =:" #r.$'1%47;122�., 596,62 $743,747:�.° _$75,000::. $0 $818747 9/1/2025 $211,000 $484,565 $695,565 $76,437 $45,545 $817,547 9/1/2026 $785 000" $ 12,856 $697,856 $75,201 $44,490. _ _ $817,5547j 9/1/2027 $300,000 $398,606 $698,606 $75,876 $43,065 $817,547 9/1/2028 .:.. $3�11,000 - '$38�3;606 §700 60.6 $75,376.-- $41,565 4? -;- $817,5 9/1/2029 $334,000 $367,756 $701,756 $75,811 $39,980 $817,547 9/1/2030 $3.53 000 $35,-056 $704,0561_ $75,181 $38';31�0 $817547 9/1/2031 9%1/2032 _ -- $371,000 $392,000_ $333,406 $3.14 856' " $704,406 $706 s"s6 $76,596 V $76,001� $36,545 $817,547 9/1/2033 $413,000 $295,256 $708,256 $76,561_ $32,730 $817,547 [ --9/l/2034 $436;000 $274,606 $710,6066 _ �876,276. $3.0,665 $817.5471 9/1/2035 $460,000 $252,806 $712,806 $76,256 $28,485 $817,547 9/1/2036' _ _$4$0a000__ __'$234 406_.__'$714,406_ �:$76,956_ -_'$26,185 $8I7;547 9/1/2037 $503,000 $215,206 $718,206 $75,556 $23,785 $817,547 9/1/2039 $52"6' 000__ _ _ -_ $1.94,458 _ $.720,458 _ _-_ $75,820_ -_- $21°,270 _ $_817,547 s 9/1/2039 $550,000 $172,760 $722,760 $76,147 $18,640 $817,547 9111Z04Q $575 000 _$15007"3_, $725,073 $7-6,585 $15,890 _ __ _ $817;54.7 9/1/2041 $602,000 $125,635 $727,635 $76,897 $13,015 $817,547 9/1/2042 $632,000 . . $100,050' $732,050: $75,492 $.10;005 $817,547 , _9/1/2043 -9/�1/2044_� $666,000 $703,000� $68,450 _ $35,150 $734,450 $738;150 $76,252 `$75 882 $6,845 $3 515 $817,547 $81,7z547 9/1/2045 $0 $0 $0 $0 $0 911/2046 9/1/2047 $0 $0 $0 $0 80 $0 -_-. a $0 $0 $0 9/1/2048 $0 $0 - - $0. �- - ._ $0' 9/1/2049 $0 $0 $0 $0 $0 9/1/2050- $0 $0 $0 $0 -S0 9/1/2051 $0 $0 $0 $0 $0 9/1/2052 $0 _ $0 $0 = $0 $0 9/1/2053 $0 $0 $0 $0 $0 Total $9;256,121 55;762,190 $1508,312 -. 51,596;85 $555;120' $17,16%687 1- The 910l/XX dates represent the' fiscal year end for the Improvement Areas # 1-3 Bonds. 2 - Principal and interest are calculated using 5.55% for year 2023-2024 and Improvement Areas # 1-3 Bond average interest rate of4.65% interest rate for 2025-2044. 3 - Additional Interest will be collected at 0.5% and will be used for Delinquency and Prepayment Reserve. APPENDIX B LEGAL DESCRIPTION FOR PARCELS WITHIN THE PID Appendix B PHASE 1A WHEREAS, QUAIL VALLEY DEVCO I, LLC and the ALEDO INDEPENDENT SCHOOL DISTRICT are the owners of a tract of land situated in the Heirs of C.H. Higbee Survey, Abstract No. 2740, International & Great Northern R.R. Co. Survey, Abstract No. 2004, and the International & Great Northern R.R. Co. Survey, Abstract No. 1996, Parker County, Texas, and being a portion of a tract of land as described in instrument to QUAIL VALLEY DEVCO I, LLC, as recorded in Doc.# 201607571 of the Official Public Records of Parker County, Texas (O.P.R.P.C.T.), and all of that tract of land as described in instrument to the ALEDO INDEPENDENT SCHOOL DISTRICT as recorded in Doc* 201608667, O.P.R.P.C.T., and being more particularly described as follows: COMMENCING at a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP" at the northwest corner of the intersection of the westerly right of way line of southbound Walsh Ranch Parkway(a variable width right of way) and the northerly right of way line of Walsh Creek Boulevard, as shown on the final plat of LOTS 1X THRU 1 OX, BLOCK 1 AND WALSH RANCH PARKWAY RIGHT-OF-WAY, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 637 of the Plat Records of Parker County, Texas (P.R.P.C.T.); THENCE, along the westerly right of way line of said southbound Walsh Ranch Parkway the following courses: North 87 degrees 36 minutes 03 seconds East, a distance of 13.60 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a curve to the left having a central angle of 85 degrees 58 minutes 45 seconds, a radius of 110.00 feet, subtended by a 150.01 foot chord which bears North 44 degrees 36 minutes 40 seconds East; Along said curve to the left an arc distance of 165.07 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP"; North 01 degrees 37 minutes 18 seconds East, a distance of 141.88 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a curve to the right having a central angle of 04 degrees 23 minutes 39 seconds, a radius of 612.00 feet, subtended by a 4692 foot chord which bears North 03 degrees 49 minutes 07 seconds East; Along said curve to the right an arc distance of 46.94 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the left having a central angle of 08 degrees 10 minutes 18 seconds, a radius of 988.00 feet, subtended by a 140.79 foot chord which bears North 01 degrees 18 minutes 56 seconds West; Along said curve to the left an arc distance of 140.91 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a compound curve to the left having a central angle of 03 degrees 21 minutes 56 seconds, a radius of 1018.00 feet, subtended by a 59.79 foot chord which bears North 10 degrees 40 minutes 28 seconds West; Along said curve to the left an arc distance of 59.80 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP" at the south corner of Private Open Space Lot 7X, as shown on said final plat of Walsh Ranch Parkway; THENCE, departing the westerly line of said southbound Walsh Ranch Parkway, and along the westerly line of said Private Open Space Lot 7X the following courses: North 65 degrees 20 minutes 07 seconds West, a distance of 199.81 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP"; North 24 degrees 04 minutes 08 seconds West, a distance of 651.54 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a curve to the right having a central angle of 35 degrees 28 minutes 59 seconds, a radius of 100.00 feet, subtended by a 60.94 foot chord which bears North 06 degrees 19 minutes 38 seconds West; Along said curve to the right an are distance of 61.93 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the left having a central angle of 24 degrees 05 minutes 05 seconds, a radius of 200.00 feet, subtended by a 83.45 foot chord which bears North 00 degrees 37 minutes 41 seconds West; Along said curve to the left an are distance of 84.07 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the right having a central angle of 24 degrees 51 minutes 04 seconds, a radius of 193.00 feet, subtended by a 83.06 foot chord which bears North 00 degrees 14 minutes 42 seconds West; Along said curve to the right an arc distance of 83.71 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the left having a central angle of 43 degrees 22 minutes 47 seconds, a radius of 127.00 feet, subtended by a 93.87 foot chord which bears North 09 degrees 30 minutes 34 seconds West; Along said curve to the left an are distance of 96.15 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the right having a central angle of 23 degrees 50 minutes 05 seconds, a radius of 453.00 feet, subtended by a 187.09 foot chord which bears North 19 degrees 16 minutes 55 seconds West; Along said curve to the right an arc distance of 188.45 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" for the POINT OF BEGINNING; THENCE, South 82 degrees 00 minutes 00 seconds West, departing the westerly line of Private Open Space Lot 7X, a distance of 205.63 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars", and being the beginning of a curve to the right having a central angle of 11 degrees 52 minutes 24 seconds, a radius of 1053.00 feet, subtended by a 217.82 foot chord which bears South 87 degrees 56 minutes 12 seconds West; THENCE, along said curve to the right an arc distance of 218.21 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 03 degrees 52 minutes 24 seconds East, a distance of 12.50 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 08 degrees 57 minutes 04 seconds, a radius of 1040.50 feet, subtended by a 1.62.39 foot chord which bears North 81 degrees 39 minutes 04 seconds West; THENCE, along said curve to the right an arc distance of 162.55 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 12 degrees 49 minutes 27 seconds West, a distance of 12.50 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 09 degrees 10 minutes 33 seconds, a radius of 1053.00 feet, subtended by a 168.45 foot chord which bears North 72 degrees 35 minutes 16 seconds West; THENCE, along said curve to the right an are distance of 168.63 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 68 degrees 00 minutes 00 seconds West, a distance of 355.64 feet to a 5/8 inch iron rod set with plastic cap stamped °Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 47 degrees 19 minutes 24 seconds, a radius of 867.00 feet, subtended by a 695.91 foot chord which bears South 88 degrees 20 minutes 18 seconds West; THENCE, along said curve to the left an arc distance of 716.10 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the right having a central angle of 24 degrees 50 minutes 45 seconds, a radius of 1553.00 feet, subtended by a 668.18 foot chord which bears South 77 degrees 05 minutes 59 seconds West; THENCE, along said curve to the right an are distance of 673.44 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 46 degrees 00 minutes 26 seconds West, a distance of 21.66 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 49 degrees 33 minutes 56 seconds, a radius of 180.00 feet, subtended by a 150.90 foot chord which bears South 29 degrees 23 minutes 10 seconds West; THENCE, along said curve to the right an arc distance of 155.72 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 52 degrees 49 minutes 07 seconds, a radius of 213.00 feet, subtended by a 189.48 foot chord which bears South 27 degrees 45 minutes 34 seconds West; THENCE, along said curve to the left an arc distance of 196.36 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 88 degrees 38 minutes 59 seconds West, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 02 degrees 23 minutes 34 seconds, a radius of 273.00 feet, subtended by a 1.87 foot chord which bears South 01 degrees 09 minutes 14 seconds West; THENCE, along said curve to the left an are distance of 1.87 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" at the southeast corner of the aforementioned Aledo Independent School District tract; THENCE, along the southerly and westerly lines of said Aledo Independent School District tract the following courses: South 84 degrees 40 minutes 28 seconds West, a distance of 624.92 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 81 degrees 01 minutes 12 seconds West, a distance of 547.98 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 00 degrees 51 minutes 28 seconds West, a distance of 567.71 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" at the northwest comer of said Aledo Independent School District tract; THENCE, North 07 degrees 09 minutes 34 seconds West, a distance of 106.00 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 33 degrees 28 minutes 50 seconds, a radius of 1353.00 feet, subtended by a 779.42 foot chord which bears South 80 degrees 25 minutes 09 seconds East; THENCE, along said curve to the right an are distance of 790.62 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 51 degrees 38 minutes 40 seconds, a radius of 1447.00 feet, subtended by a 1260.57 foot chord which bears South 89 degrees 30 minutes 04 seconds East; THENCE, along said curve to the left an arc distance of 1304.28 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the right having a central angle of 47 degrees 19 minutes 24 seconds, a radius of 973.00 feet, subtended by a 781.00 foot chord which bears North 88 degrees 20 minutes 18 seconds East; THENCE, along said curve to the right an arc distance of 803.65 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 68 degrees 00 minutes 00 seconds East, a distance of 355.64 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 30 degrees 00 minutes 00 seconds, a radius of 947.00 feet, subtended by a 490.20 foot chord which bears South 83 degrees 00 minutes 00 seconds East; THENCE, along said curve to the left an are distance of 495.85 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 82 degrees 00 minutes 00 seconds East, a distance of 219.41 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the westerly right of way line of said Walsh Ranch Parkway, and being the southwest corner of Private Open Space Lot 9X as shown on said Lots 1X Thru 1 OX, Block 1 and Walsh Ranch Parkway Right -of -Way plat, and being the beginning of anon- tangent curve to the left having a central angle of 13 degrees 33 minutes 05 seconds, a radius of 453.00 feet, subtended by a 106.89 foot chord which bears South 00 degrees 35 minutes 20 seconds East, from which a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP" found at a point of reverse curvature on the westerly line of Private Open Space Lot 9X bears, North 06 degrees 49 minutes 04 seconds East, a distance of 9.98 feet; THENCE, along the westerly line of Walsh Ranch Parkway, and along said curve to the left an arc distance of 107.14 feet to the POINT OF BEGINNING and CONTAINING 24.62 acres of land, more or less. PHASE 1A (Save and Except AISD site) BEING situated in the International & Great Northern R.R. Co. Survey, Abstract No. 1996, Parker County, Texas, and being a portion of a tract of land as described in deed to Walsh Ranches Limited Partnership, a Texas Limited Partnership having a General Partner named Walsh North Star Company, a Texas corporation as recorded in Volume 1699, Page 1765 of the Deed Records of Parker County, Texas (D.R.P.C.T.), and being more particularly described as follows: COMMENCING at a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP" at the northwest corner of the intersection of the westerly right of way line of southbound Walsh Ranch Parkway(a variable width right of way) and the northerly right of way line of Walsh Creek Boulevard, as shown on the final plat of Walsh Ranch Parkway, an addition to the City of Fort Worth, Parker County, Texas, (unrecorded as of this date); THENCE, along the westerly right of way line of said southbound Walsh Ranch Parkway the following courses: North 87 degrees 36 minutes 03 seconds East, a distance of 13.60 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a curve to the left having a central angle of 85 degrees 58 minutes 45 seconds, a radius of 110.00 feet, subtended by a 150.01 foot chord which bears North 44 degrees 36 minutes 40 seconds East; Along said curve to the left an are distance of 165.07 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP"; North 01 degrees 37 minutes 18 seconds East, a distance of 141.88 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a curve to the right having a central angle of 04 degrees 23 minutes 39 seconds, a radius of 612.00 feet, subtended by a 46.92 foot chord which bears North 03 degrees 49 minutes 07 seconds East; Along said curve to the right an arc distance of 46.94 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the left having a central angle of 08 degrees 10 minutes 18 seconds, a radius of 988.00 feet, subtended by a 140.79 foot chord which bears North 01 degrees 18 minutes 56 seconds West; Along said curve to the left an arc distance of 140.91 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a compound curve to the left having a central angle of 03 degrees 21 minutes 56 seconds, a radius of 1018.00 feet, subtended by a 59.79 foot chord which bears North 10 degrees 40 minutes 28 seconds West; Along said curve to the left an arc distance of 59.80 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP" at the south corner of Private Open Space Lot 7X, as shown on said final plat of Walsh Ranch Parkway; THENCE, departing the westerly line of said southbound Walsh Ranch Parkway, and along the westerly line of said Private Open Space Lot 7X the following courses: North 65 degrees 20 minutes 07 seconds West, a distance of 199.81 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP"; North 24 degrees 04 minutes 08 seconds West, a distance of 651.54 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a curve to the right having a central angle of 35 degrees 28 minutes 59 seconds, a radius of 100.00 feet, subtended by a 60.94 foot chord which bears North 06 degrees 19 minutes 38 seconds West; Along said curve to the right an are distance of 61.93 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the left having a central angle of 24 degrees 05 minutes 05 seconds, a radius of 200.00 feet, subtended by a 83.45 foot chord which bears North 00 degrees 37 minutes 41 seconds West; Along said curve to the left an arc distance of 84.07 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the right having a central angle of 24 degrees 51 minutes 04 seconds, a radius of 193.00 feet, subtended by a 83.06 foot chord which bears North 00 degrees 14 minutes 42 seconds West; Along said curve to the right an arc distance of 83.71 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the left having a central angle of 43 degrees 22 minutes 47 seconds, a radius of 127.00 feet, subtended by a 93.87 foot chord which bears North 09 degrees 30 minutes 34 seconds West; Along said curve to the left an are distance of 96.15 feet to a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP", and being the beginning of a reverse curve to the right having a central angle of 23 degrees 50 minutes 05 seconds, a radius of 453.00 feet, subtended by a 187.09 foot chord which bears North 19 degrees 16 minutes 55 seconds West; Along said curve to the right an are distance of 188.45 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 82 degrees 00 minutes 00 seconds West, departing the westerly line of Private Open Space Lot 7X, a distance of 205.63 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars", and being the beginning of a curve to the right having a central angle of 12 degrees 20 minutes 32 seconds, a radius of 1053.00 feet, subtended by a 226.39 foot chord which bears North 88 degrees 10 minutes 16 seconds West; THENCE, along said curve to the right an are distance of 226.83 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 04 degrees 20 minutes 32 seconds East, a distance of 3.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 8 degrees 00 minutes 48 seconds, a radius of 1050.00 feet, subtended by a 146.73 foot chord which bears North 81 degrees 39 minutes 04 seconds West; THENCE, along said curve to the right an are distance of 146.85 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 12 degrees 21 minutes 20 seconds West, a distance of 3.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 9 degrees 38 minutes 40 seconds, a radius of 1053.00 feet, subtended by a 177.04 foot chord which bears North 72 degrees 49 minutes 20 seconds West; THENCE, along said curve to the right an are distance of 177.25 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 68 degrees 00 minutes 00 seconds West, a distance of 355.64 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 47 degrees 19 minutes 24 seconds, a radius of 867.00 feet, subtended by a 695.91 foot chord which bears South 88 degrees 20 minutes 18 seconds West; THENCE, along said curve to the left an arc distance of 716.10 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the right having a central angle of 24 degrees 50 minutes 45 seconds, a radius of 1553.00 feet, subtended by a 668.18 foot chord which bears South 77 degrees 05 minutes 59 seconds West; THENCE, along said curve to the right an arc distance of 673.44 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 46 degrees 00 minutes 26 seconds West, a distance of 21.66 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-ZolIars", and being the beginning of a non -tangent curve to the right having a central angle of 49 degrees 33 minutes 56 seconds, a radius of 180.00 feet, subtended by a 15090 foot chord which bears South 29 degrees 23 minutes 10 seconds West; THENCE, along said curve to the right an arc distance of 155.72 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 53 degrees 12 minutes 42 seconds, a radius of 213.00 feet, subtended by a 190.78 foot chord which bears South 27 degrees 33 minutes 47 seconds West; THENCE, along said curve to the left an arc distance of 197.82 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 89 degrees 02 minutes 34 seconds West, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" for the POINT OF BEGINNING; THENCE, South 84 degrees 40 minutes 28 seconds West, a distance of 624.92 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 81 degrees 01 minutes 12 seconds West, a distance of 547.98 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 00 degrees 51 minutes 28 seconds West, a distance of 567.71 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 33 degrees 28 minutes 50 seconds, a radius of 1247.00 feet, subtended by a 718.36 foot chord which bears South 80 degrees 25 minutes 09 seconds East; THENCE, along said curve to the right an are distance of 728.68 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 23 degrees 28 minutes 38 seconds, a radius of 1553.00 feet, subtended by a 631.91 foot chord which bears South 75 degrees 25 minutes 03 seconds East; THENCE, along said curve to the left an are distance of 636.35 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 42 degrees 21 minutes 01 seconds East, a distance of 21.18 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 47 degrees 51 minutes 12 seconds, a radius of 120.00 feet, subtended by a 97.34 foot chord which bears South 30 degrees 14 minutes 32 seconds West; THENCE, along said curve to the right an are distance of 100.22 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 53 degrees 12 minutes 42 seconds, a radius of 273.00 feet, subtended by a 244.53 foot chord which bears South 27 degrees 33 minutes 47 seconds West; THENCE, along said curve to the left an are distance of 253.54 feet to the POINT OF BEGINNING and CONTAINING 14.51 acres of land, more or less. PHASE 1B WHEREAS, QUAIL VALLEY DEVCO I, LLC are the owners of a tract of land situated in the Heirs of C.H. Higbee Survey, Abstract No. 2740, and the International & Great Northern R.R. Co. Survey, Abstract No. 1996, Parker County, Texas, and being a portion of a tract of land as described in deed to QUAIL VALLEY DEVCO I, LLC, as recorded in Document No. 201607571 of the Official Public Records of Parker County, Texas(O.P.R.P.C.T.), and being more particularly described as follows: COMMENCING at a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars" at the intersection of the westerly line of Private Open Space Lot 9X, as shown on the final plat of LOTS 1X THRU IOX, BLOCK 1 AND WALSH RANCH PARKWAY RIGHT-OF-WAY, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 637 of the Plat Records of Parker County, Texas (P.R.P.C.T.), and the northerly right of way line of Walsh Avenue, as shown on the final plat of Walsh Ranch Quail Valley Lot 1, Block AK & Walsh Avenue ROW, an addition to the City of Fort Worth, Parker County, Texas (unrecorded as of this date); THENCE, departing the westerly line of said Private Open Space Lot 9X, and along the northerly right of way line of Walsh Avenue the following courses: South 82 degrees 00 minutes 00 seconds West, a distance of 219.41 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 30 degrees 00 minutes 00 seconds, a radius of 947.00 feet, subtended by a 490.20 foot chord which bears North 83 degrees 00 minutes 00 seconds West; Along said curve to the right an arc distance of 495.85 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars"; North 68 degrees 00 minutes 00 seconds West, a distance of 355.64 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 11 degrees 27 minutes 09 seconds, a radius of 973.00 feet, subtended by a 194.16 foot chord which bears North 73 degrees 43 minutes 34 seconds West; Along said curve to the left an are distance of 194.49 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars" for the POINT OF BEGINNING, and being the beginning of a curve to the left having a central'angle of 35 degrees 52 minutes 15 seconds, a radius of 973.00 feet, subtended by a 599.26 foot chord which bears South 82 degrees 36 minutes 44 seconds West; Along said curve to the left an are distance of 609.16 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the right having a central angle of 14 degrees 51 minutes 19 seconds, a radius of 1447.00 feet, subtended by a 374.12 foot chord which bears South 72 degrees 06 minutes 16 seconds West; Along said curve to the right an are distance of 375.17 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars' ; THENCE, departing the northerly right of way line of Walsh Avenue, North 33 degrees 29 minutes 33 seconds East, a distance of 20.94 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars"; THENCE, North 12 degrees 15 minutes 00 seconds West, a distance of 81.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 01 degrees 24 minutes 58 seconds, a radius of 5 80. 00 feet, subtended by a 14.33 foot chord which bears North 11 degrees 32 minutes 32 seconds West; THENCE, Along said curve to the right an are distance of 14.33 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 55 degrees 32 minutes 59 seconds West, a distance of 14.09 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 09 degrees 03 minutes 01 seconds West, a distance of 16.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 05 degrees 02 minutes 40 seconds, a radius of 13 10. 00 feet, subtended by a 115.30 foot chord which bears South 81 degrees 57 minutes 38 seconds West; THENCE, along said curve to the right an are distance of 115.34 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 05 degrees 31 minutes 02 seconds West, a distance of 52.08 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North, a distance of 171.49 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars"; THENCE, North 83 degrees 49 minutes 03 seconds East, a distance of 9.41 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 10 degrees 00 minutes 00 seconds West, a distance of 127.73 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 80 degrees 00 minutes 00 seconds East, a distance of 25.09 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 05 degrees 08 minutes 41 seconds, a radius of 830.00 feet, subtended by a 74.50 foot chord which bears North 77 degrees 25 minutes 40 seconds East; THENCE, along said curve to the left an arc distance of 74.53 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 15 degrees 08 minutes 41 seconds West, a distance of 60.00 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 00 degrees 38 minutes 58 seconds, a radius of 770.00 feet, subtended by a 8.73 foot chord which bears North 74 degrees 31 minutes 50 seconds East; THENCE, along said curve to the left an are distance of 8.73 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 26 degrees 22 minutes 39 seconds East, a distance of 20.36 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 21 degrees 00 minutes 00 seconds West, a distance of 111.33 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 69 degrees 00 minutes 00 seconds East, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 21 degrees 00 minutes 00 seconds East, a distance of 10.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 62 degrees 34 minutes 07 seconds East, a distance of 126.14 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 27 degrees 41 minutes 04 seconds East, a distance of 30.24 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 62 degrees 18 minutes 56 seconds East, a distance of 122.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 27 degrees 41 minutes 04 seconds West, a distance of 10.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 62 degrees 18 minutes 56 seconds East, a distance of 52.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 27 degrees 41 minutes 04 seconds East, a distance of 32.79 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 03 degrees 02 minutes 36 seconds, a radius of 528.00 feet, subtended by a 28.04 foot chord which bears South 29 degrees 12 minutes 22 seconds East; THENCE, along said curve to the left an are distance of 28.05 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 76 degrees 44 minutes 29 seconds East, a distance of 21.14 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 05 degrees 18 minutes 59 seconds, a radius of 830.00 feet, subtended by a 76.99 foot chord which bears North 61 degrees 14 minutes 06 seconds East; THENCE, along said curve to the right an arc distance of 77.01 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 20 degrees 42 minutes 20 seconds East, a distance of 21.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 67 degrees 00 minutes 00 seconds East, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 66 degrees 42 minutes 20 seconds East, a distance of 21.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 10 degrees 53 minutes 19 seconds, a radius of 830.00 feet, subtended by a 157.50 foot chord which bears North 75 degrees 33 minutes 04 seconds East; THENCE, along said curve to the right an arc distance of 157.74 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 09 degrees 00 minutes 16 seconds East, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 00 degrees 42 minutes 59 seconds, a radius of 770.00 feet, subtended by a 9.63 foot chord which bears South 80 degrees 38 minutes 14 seconds West; THENCE, along said curve to the Ieft an arc distance of 9.63 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 34 degrees 25 minutes 24 seconds West, a distance of 14.02 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 11 degrees 03 minutes 37 seconds East, a distance of 129.07 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 80 degrees 21 minutes 47 seconds East, a distance of 62.16 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 84 degrees 38 minutes 22 seconds East, a distance of 53.62 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 88 degrees 31 minutes 25 seconds East, a distance of 52.02 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 00 degrees 34 minutes 23 seconds, a radius of 970.00 feet, subtended by a 9.70 foot chord which bears North 01 degrees 45 minutes 47 seconds West; THENCE, along said curve to the left an arc distance of 9.70 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 87 degrees 57 minutes 02 seconds East, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 02 degrees 02 minutes 58 seconds, a radius of 103 0. 00 feet, subtended by a 36.84 foot chord which bears South 01 degrees 01 minutes 29 seconds East; THENCE, along said curve to the right an are distance of 36.84 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South, a distance of 51.05 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars"; THENCE, East, a distance of 123.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars"; THENCE, South, a distance of 65.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 01 degrees 29 minutes 16 seconds, a radius of 430.00 feet, subtended by a 11.17 foot chord which bears North 87 degrees 30 minutes 11 seconds West; THENCE, along said curve to the left an are distance of 11.17 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 01 degrees 45 minutes 11 seconds West, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 43 degrees 44 minutes 11 seconds East, a distance of 14.45 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South, a distance of 146.43 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 00 degrees 55 minutes 54 seconds, a radius of 1098.00 feet, subtended by a 17.85 foot chord which bears South 79 degrees 55 minutes 06 seconds East; THENCE, along said curve to the right an are distance of 17.85 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 10 degrees 32 minutes 51 seconds West, a distance of 125.00 feet to the POINT OF BEGINNING and CONTAINING 14.65 acres of land, more or less. PHASE IC WHEREAS, QUAIL VALLEY DEVCO I, LLC are the owners of a tract of land situated in the M.C. Moulton Survey Abstract No. 934, the Heirs of C.H. Higbee Survey, Abstract No. 2740, and the International & Great Northern R.R. Co. Survey, Abstract No. 1996, and the International & Great Northern R.R. Co. Survey, Abstract No. 2004, Parker County, Texas, and being a portion of Tract 1 as described in deed to QUAIL VALLEY DEVCO I, LLC, as recorded in Document No. 201607571 of the Official Public Records of Parker County, Texas (O.P.R.P.C.T.), and all of WALSH RANCH, QUAIL VALLEY, Lots 1 thru 33, Lot 19 POS*, Block A, Lots I thru 16, Block B, Lots 1 thru 16, Block C, Lots 1 thru 10, Block D, Lots I thru 7, Lot 8 POS*, Block E, Lots 5 thru 14, Block F, Lots 2 thru 14, Lots16 thru 20, Lot 15 POS*, Block G, Lots 1 thru 4, Lots 6 thru 33, Lots 40 thru 46, Lot 5 POS*, Block H, Lots 1 thru 6, Lots 8 thru 13, Lots 15 thru 23, Lot 7 POS*, Lot 14 POS*, Block J, Lots 1 thru 4, Lots 6 thru 14, Lot 5 POS*, Block K, Lots 1 thru 14, Lots 16 thru 21, Lots 23 thru 34, Lot 15 POS*, Lot 22 POS*, Block L, Lots 8 thru 10, Block M, Lots 4 thru 7, Lots 9 thru 27, Lot 8 POS*, Block R, Lots 2 thru 25, Lot 1 POS*, Block S, Lot 1 POS*, Block T, Lots 1 thru 3, Lots 5 thru 20, Lot 4 POS*, Block U, Lots 1 thru 6, Lots 8 thru 22, Lot 7 POS*, Block V, Lots 1 thru 8, Block W, Lots 1 thru 13, Block X, Lots 1 thru 7, Lots 9 thru 23, Lot 8 POS*, Block Y, Lots 1 thru 18, Block Z, Lots 1 thru 8, Block AA, Lots 7 thru 16, Block AB, Lots 1 thru 13, Block AC, Lots 1 thru 8, Block AD, Lot 1 POS*, Block AE, Lots 1 thru 8, Block AF, Lots 1 thru 3, Lots 5 thru 12, Lot 4 POS*, Block AG, Lots 1 thru 15, Lots 17 thru 33, Lot 16 POS*, Block AH, Lots 1 thru 7, Lots 9 thru 28, Lot 8 POS*, Block AJ, Lot I POS*, Block AL, Lot 1 POS*, Block AM, Lot 1 POS*, Block AN, Lot 1 POS*, Block AP, Lot 1 POS*, Block AQ, Lot 1 POS*, Block AR, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 756 of the Plat Records of Parker County, Texas (P.R.P.C.T.), and being more particularly described as follows: BEGINNING at a 518 inch iron rod found with plastic cap stamped "Huitt-Zollars" at the intersection of the westerly line of Private Open Space Lot 9X, as shown on the final plat of LOTS 1X THRU 10X, BLOCK 1 AND WALSH RANCH PARKWAY RIGHT-OF-WAY, WALSH RANCH, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 637, P.R.P.C.T., and the northerly right of way line of Walsh Avenue, as shown on the final plat of WALSH RANCH QUAIL VALLEY, LOT 1, BLOCK AK, & WALSH AVENUE ROW, an addition to the City of Fort Worth, Parker County, Texas as recorded in Cabinet D, Page 654, P.R.P.C.T.; THENCE, along the northerly right of way line of Walsh Avenue the following courses: South 82 degrees 00 minutes 00 seconds West, a distance of 219.41 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 30 degrees 00 minutes 00 seconds, a radius of 947.00 feet, subtended by a 490.20 foot chord which bears North 83 degrees 00 minutes 00 seconds West; Along said curve to the right an arc distance of 495.85 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 68 degrees 00 minutes 00 seconds West, a distance of 355.64 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 11 degrees 27 minutes 09 seconds, a radius of 973.00 feet, subtended by a 194.16 foot chord which bears North 73 degrees 43 minutes 34 seconds West; Along said curve to the left an are distance of 194.49 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" at the southeast corner of Lot 1, Block F of WALSH RANCH QUAIL VALLEY, LOT 1, BLOCK G, LOTS 1 THRU 4, BLOCK F, LOTS THRU 6, 7-POS*, BLOCK M, LOT 1-POS*, BLOCK N, LOTS 1 THRU 15, BLOCK P, LOTS I THRU 5, 6-POS*, BLOCK Q, LOTS 1 THRU 3, BLOCK R, LOTS 1 THRU 6, BLOCK AB, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 655 of the Plat Records of Parker County, Texas (P.R.P.C.T.); THENCE, departing the northerly right of way line of said Walsh Avenue, along said WALSH RANCH QUAIL VALLEY, LOT 1, BLOCK G, LOTS 1 THRU 4, BLOCK F, LOTS 1 THRU 6, 7- POS*, BLOCK M, LOT 1-POS*, BLOCK N, LOTS 1 THRU 15, BLOCK P, LOTS 1 THRU 5, 6- POS*, BLOCK Q, LOTS 1 THRU 3, BLOCK R, LOTS 1 THRU 6, BLOCK AB, the following courses: North 10 degrees 32 minutes 51 seconds East, a distance of 125.00 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 00 degrees 55 minutes 54 seconds, a radius of 1098.00 feet, subtended by a 17.85 foot chord which bears North 79 degrees 55 minutes 06 seconds West; Along said curve to the left an are distance of 17.85 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North, a distance of 146.43 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 43 degrees 44 minutes 11 seconds West, a distance of 14.45 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 01 degree 45 minutes 11 seconds East, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 01 degree 29 minutes 16 seconds, a radius of 430.00 feet, subtended by a 11.17 foot chord which bears South 87 degrees 30 minutes 11 seconds East; Along said curve to the right an arc distance of 11.17 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North, a distance of 65.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; West, a distance of 123.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North, a distance of 51.05 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 02 degrees 02 minutes 58 seconds, a radius of 1030.00 feet, subtended by a 36.84 foot chord which bears North 01 degree 01 minute 29 seconds West; Along said curve to the left an are distance of 36.84 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars' ; South 87 degrees 57 minutes 02 seconds West, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 00 degrees 34 minutes 23 seconds, a radius of 970.00 feet, subtended by a 9.70 foot chord which bears South 01 degree 45 minutes 47 seconds East; Along said curve to the right an arc distance of 9.70 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 88 degrees 31 minutes 25 seconds West, a distance of 52.02 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 84 degrees 38 minutes 22 seconds West, a distance of 53.62 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 80 degrees 21 minutes 47 seconds West, a distance of 62.16 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 11 degrees 03 minutes 37 seconds West, a distance of 129.07 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 34 degrees 25 minutes 24 seconds East, a distance of 14.02 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 00 degrees 42 minutes 59 seconds, a radius of 770.00 feet, subtended by a 9.63 foot chord which bears North 80 degrees 38 minutes 14 seconds East; Along said curve to the right an are distance of 9.63 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 09 degrees 00 minutes 16 seconds West, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 10 degrees 53 minutes 19 seconds, a radius of 830.00 feet, subtended by a 157.50 foot chord which bears South 75 degrees 33 minutes 04 seconds West; Along said curve to the left an are distance of 157.74 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 66 degrees 42 minutes 20 seconds West, a distance of 21.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 67 degrees 00 minutes 00 seconds West, a distance of 60.00 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 20 degrees 42 minutes 20 seconds West, a distance of 21.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 05 degrees 18 minutes 59 seconds, a radius of 830.00 feet, subtended by a 76.99 foot chord which bears South 61 degrees 14 minutes 06 seconds West; Along said curve to the left an are distance of 77.01 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 76 degrees 44 minutes 29 seconds West, a distance of 21.14 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 03 degrees 02 minutes 36 seconds, a radius of 528.00 feet, subtended by a 28.04 foot chord which bears North 29 degrees 12 minutes 22 seconds West; Along said curve to the right an arc distance of 28.05 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 27 degrees 41 minutes 04 seconds West, a distance of 32.79 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 62 degrees 18 minutes 56 seconds West, a distance of 52.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 27 degrees 41 minutes 04 seconds East, a distance of 10.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 62 degrees 18 minutes 56 seconds West, a distance of 122.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 27 degrees 41 minutes 04 seconds West, a distance of 30.24 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 62 degrees 34 minutes 07 seconds West, a distance of 126.14 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 21 degrees 00 minutes 00 seconds West, a distance of 10.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 69 degrees 00 minutes 00 seconds West, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 21 degrees 00 minutes 00 seconds East, a distance of 111.33 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 26 degrees 22 minutes 39 seconds West, a distance of 20.36 feet to a 5/8 inch iron rod set with plastic cap stamped "Iuitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 00 degrees 38 minutes 58 seconds, a radius of 770.00 feet, subtended by a 8.73 foot chord which bears South 74 degrees 31 minutes 50 seconds West; Along said curve to the right an arc distance of 8.73 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 15 degrees 08 minutes 41 seconds East, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 05 degrees 08 minutes 41 seconds, a radius of 830.00 feet, subtended by a 74.50 foot chord which bears South 77 degrees 25 minutes 40 seconds West; Along said curve to the right an arc distance of 74.53 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars' ; South 80 degrees 00 minutes 00 seconds West, a distance of 25.09 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 10 degrees 00 minutes 00 seconds East, a distance of 127.73 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 83 degrees 49 minutes 03 seconds West, a distance of 9.41 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South, a distance of 171.49 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 05 degrees 31 minutes 02 seconds East, a distance of 52.08 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 05 degrees 02 minutes 40 seconds, a radius of 1310.00 feet, subtended by a 115.30 foot chord which bears North 81 degrees 57 minutes 38 seconds East; Along said curve to the left an are distance of 115.34 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 09 degrees 03 minutes 01 second East, a distance of 16.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 55 degrees 32 minutes 59 seconds East, a distance of 14.09 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 01 degree 24 minutes 58 seconds, a radius of 580.00 feet, subtended by a 14.33 foot chord which bears South 11 degrees 32 minutes 31 seconds East; Along said curve to the left an arc distance of 14.33 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-ZolIars"; South 12 degrees 15 minutes 00 seconds East, a distance of 81.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; South 33 degrees 29 minutes 33 seconds West, a distance of 20.94 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the northerly right of way line of said Walsh Avenue, and being the beginning of a non -tangent curve to the right having a central angle of 36 degrees 47 minutes 21 seconds, a radius of 1447.00 feet, subtended by a 913.23 foot chord which bears North 82 degrees 04 minutes 24 seconds West; THENCE, departing the westerly line of said WALSH RANCH QUAIL VALLEY, LOT 1, BLOCK G, LOTS 1 THRU 4, BLOCK F, LOTS1 THRU 6, 7-POS*, BLOCK M, LOT 1-POS*, BLOCK N, LOTS 1 THRU 15, BLOCK P, LOTS 1 THRU 5, 6-POS*, BLOCK Q, LOTS 1 THRU 3, BLOCK R, LOTS 1 THRU 6, BLOCK AB, and along the northerly right of way line of said Walsh Avenue the following courses: Along said curve to the right an are distance of 929.11 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 27 degrees 45 minutes 07 seconds, a radius of 1353.00 feet, subtended by a 648.96 foot chord which bears North 77 degrees 33 minutes 17 seconds West; Along said curve to the left an are distance of 655.34 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the westerly line of the aforementioned Tract 1; THENCE, departing the northerly right of way line of said Walsh Avenue, and along the westerly lines of said Tract 1, the following courses: North 13 degrees 01 minute 33 seconds East, a distance of 190.46 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 63 degrees 10 minutes 59 seconds East, a distance of 89.72 feet to a 5/8 inch iron rod set with plastic cap stamped"Huitt-Zollars"; North 35 degrees 40 minutes 07 seconds West, a distance of 128.27 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 22 degrees 27 minutes 21 seconds West, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the left having a central angle of 17 degrees 35 minutes 11 seconds, a radius of 220.00 feet, subtended by a 67.26 foot chord which bears North 58 degrees 45 minutes 03 seconds East; THENCE,'departing the westerly Iine of said Tract 1, the following courses: Along said curve to the left an are distance of 67.53 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 40 degrees 02 minutes 32 seconds West, a distance of 210.76 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the westerly line of said Tract 1; THENCE, along the westerly and northerly lines of said Tract 1 the following courses: North 05 degrees 50 minutes 37 seconds East, a distance of 172.41 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 11 degrees 24 minutes 15 seconds, a radius of 500.00 feet, subtended by a 99.36 foot chord which bears North 11 degrees 32 minutes 44 seconds East; Along said curve to the right an are distance of 99.52 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 17 degrees 14 minutes 52 seconds East, a distance of 158.36 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 36 degrees 11 minutes 43 seconds, a radius of 100.00 feet, subtended by a 62.13 foot chord which bears North 00 degrees 51 minutes 00 seconds West; Along said curve to the left an are distance of 63.17 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 18 degrees 56 minutes 51 seconds West, a distance of 11.89 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 39 degrees 02 minutes 19 seconds, a radius of 100.00 feet, subtended by a 66.82 foot chord which bears North 00 degrees 34 minutes 18 seconds East; Along said curve to the right an are distance of 68.14 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 20 degrees 05 minutes 28 seconds East, a distance of 70.49 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 08 degrees 22 minutes 10 seconds, a radius of 200.00 feet, subtended by a 29.19 foot chord which bears North 24 degrees 16 minutes 33 seconds East; Along said curve to the right an arc distance of 29.22 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 50 degrees 57 minutes I 1 seconds, a radius of 250.00 feet, subtended by a 215.07 foot chord which bears North 02 degrees 59 minutes 02 seconds East; Along said curve to the left an are distance of 222.33 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the right having a central angle of 54 degrees 59 minutes 15 seconds, a radius of 100.00 feet, subtended by a 92.33 foot chord which bears North 05 degrees 00 minutes 04 seconds East; Along said curve to the right an arc distance of 95.97 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 32 degrees 29 minutes 42 seconds East, a distance of 36.65 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 46 degrees 54 minutes 26 seconds, a radius of 100.00 feet, subtended by a 79.60 foot chord which bears North 09 degrees 02 minutes 28 seconds East; Along said curve to the left an arc distance of 81.87 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 14 degrees 24 minutes 45 seconds West, a distance of 29.16 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 32 degrees 55 minutes 14 seconds, a radius of 100.00 feet, subtended by a 56.67 foot chord which bears North 02 degrees 02 minutes 52 seconds East; Along said curve to the right an arc distance of 57.46 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 18 degrees 53 minutes 19 seconds, a radius of 100.00 feet, subtended by a 32.82 foot chord which bears North 09 degrees 03 minutes 49 seconds East; Along said curve to the left an arc distance of 32.97 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 00 degrees 22 minutes 50 seconds West, a distance of 153.57 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 89 degrees 37 minutes 10 seconds East, a distance of 294.15 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP"; North 00 degrees 22 minutes 50 seconds West, a distance of 594.83 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP"; South 85 degrees 44 minutes 35 seconds East, a distance of 286.37 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP"; South 64 degrees 53 minutes 26 seconds East, a distance of 167.77 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a curve to the left having a central angle of 22 degrees 24 minutes 34 seconds, a radius of 960.00 feet, subtended by a 373.09 foot chord which bears South 76 degrees 05 minutes 43 seconds East; Along said curve to the left an arc distance of 375.47 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP"; South 87 degrees 18 minutes 00 seconds East, a distance of 620.89 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP" on the westerly right of way line of Mary's Ridge Road (a variable width right of way), as shown on the final plat of LOT I1X, BLOCK 1, AND MARY'S RIDGE ROAD RIGHT OF WAY, WALSH RANCH, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 638, P.R.P.C.T.; THENCE, along the westerly and southerly right of way lines of Mary's Ridge Road the following; South 02 degrees 42 minutes 00 seconds West, a distance of 53.00 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP" South 87 degrees 18 minutes 00 seconds East, a distance of 146.19 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a curve to the right having a central angle of 31 degrees 17 minutes 49 seconds, a radius of 1023.50 feet, subtended by a 552.15 foot chord which bears South 71 degrees 39 minutes 05 seconds East; Along said curve to the right an are distance of 559.07 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a reverse curve to the left having a central angle of 51 degrees 45 minutes 52 seconds, a radius of 1076.50 feet, subtended by a 939.83 foot chord which bears South 81 degrees 53 minutes 07 seconds East; Along said curve to the left an are distance of 972.57 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a reverse curve to the right having a central angle of 11 degrees 36 minutes 01 second, a radius of 1037.00 feet, subtended by a 209.60 foot chord which bears North 78 degrees 01 minute 58 seconds East; Along said curve to the right an arc distance of 209.95 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP" at the intersection of the south right of way line of Mary's Ridge Road, and the westerly line of Lot 1OX, Block I of said final plat, LOTS IX THRU IOX, BLOCK I AND WALSH RANCH PARKWAY RIGHT-OF-WAY, WALSH RANCH; THENCE, along the westerly line of said Lot 1 OX, the following courses: South 06 degrees 10 minutes 02 seconds East, a distance of 51.52 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP and being the beginning of a non -tangent curve to the right having a central angle of 02 degrees 09 minutes 38 seconds, a radius of 1037.00 feet, subtended by a 39.10 foot chord which bears North 81 degrees 42 minutes 27 seconds East; Along said curve to the right an are distance of 3 9. 10 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a non -tangent curve to the right having a central angle of 00 degrees 41 minutes 44 seconds, a radius of 3 154.5 0 feet, subtended by a 38.29 foot chord which bears South 01 degree 58 minutes 20 seconds East; Along said curve to the right an are distance of 38.29 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP"; South 01 degree 37 minutes 29 seconds East, a distance of 132.96 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a curve to the right having a central angle of 08 degrees 48 minutes 07 seconds, a radius of 1598.00 feet, subtended by a 245.25 foot chord which bears South 02 degrees 46 minutes 35 seconds West; Along said curve to the right an arc distance of 245.49 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a non -tangent curve to the left having a central angle of 44 degrees 10 minutes 38 seconds, a radius of 193.00 feet, subtended by a 145.15 foot chord which bears South 23 degrees 39 minutes 24 seconds West; Along said curve to the left an are distance of 148.81 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a reverse curve to the right having a central angle of 18 degrees 34 minutes 00 seconds, a radius of 517.00 feet, subtended by a 166.80 foot chord which bears South 10 degrees 51 minutes 08 seconds West; Along said curve to the right an are distance of 167.53 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a reverse curve to the left having a central angle of 19 degrees 59 minutes 11 seconds, a radius of 783.00 feet, subtended by a 271.75 foot chord which bears South 10 degrees 08 minutes 33 seconds West; Along said curve to the left an arc distance of 273.13 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP"; South 00 degrees 08 minutes 58 seconds West, passing the southwest corner of said Lot 1OX at a distance of 101.55 feet, also passing the northwest corner of said Lot 9X at a distance of 161.56, in all a total a distance of 257.44 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP" on the westerly line of said Lot 9X, and being the beginning of a curve to the left having a central angle of 32 degrees 28 minutes 53 seconds, a radius of 603.00 feet, subtended by a 337.29 foot chord which bears South 16 degrees 05 minutes 28 seconds East; THENCE, along the westerly line of said Lot 9X, the following courses: Along said curve to the left an are distance of 341.85 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a reverse curve to the right having a central angle of 34 degrees 47 minutes 54 seconds, a radius of 407.00 feet, subtended by a 243.41 foot chord which bears South 14 degrees 55 minutes 58 seconds East; Along said curve to the right an are distance of 247.19 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a reverse curve to the left having a central angle of 15 degrees 47 minutes 58 seconds, a radius of 443.00 feet, subtended by a 121.77 foot chord which bears South 05 degrees 26 minutes 00 seconds East; Along said curve to the left an are distance of 122.16 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a reverse curve to the right having a central angle of 20 degrees 46 minutes 55 seconds, a radius of 837.00 feet, subtended by a 301.93 foot chord which bears South 02 degrees 56 minutes 31 seconds East; Along said curve to the right an are distance of 303.59 feet to a 5/8 inch iron rod found with plastic cap stamped "Dunaway Assoc. LP", and being the beginning of a reverse curve to the left having a central angle of 01 degree 15 minutes 43 seconds, a radius of 453.00 feet, subtended by a 9.98 foot chord which bears South 06 degrees 49 minutes 04 seconds West; Along said curve to the left an are distance of 9.98 feet to the POINT OF BEGINNING and CONTAINING 177.98 acres of land, more or less. PHASE 2A WHEREAS, Quail Valley Devco I, LLC and Walsh Ranches Limited Partnership are the owners of a tract of land situated in the Heirs of C.H. Higbee Survey, Abstract No. 2740, International & Great Northern. R.R. Co. Survey, Abstract No. 2004, and the International & Great Northern R.R. Co. Survey, Abstract No. 1996, Parker County, Texas, and being a portion of Tract 2 as described in deed to Quail Valley Devco I, LLC, as recorded in Document Number 201607571 of the Official Property Records of Parker County, Texas(O.P.R.P.C.T.) and a portion of a tract of land as described in deed to Walsh Ranches Limited Partnership, a Texas Limited Partnership having a General Partner named Walsh North Star Company, a Texas corporation as recorded in Volume 1699, Page 1765 of the Deed Records of Parker County, Texas (D.R.P.C.T.), and being more particularly described as follows: COMMENCING at a 5/8 inch iron rod found with cap stamped "Huitt-Zollars" at the southwest corner of the intersection of the westerly right of way line of Walsh Ranch Parkway(a variable width right of way), as shown on the final plat of LOTS 1X THRU 10X, BLOCK I AND WALSH RANCH PARKWAY RIGHT-OF-WAY WALSH RANCH, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 637 of the Plat Records of Parker County, Texas (P.R.P.C.T.), with the southerly right of way line of Walsh Avenue (a 106.0 foot wide right of way), as shown on the final plat of WALSH RANCH QUAIL VALLEY, LOT 1, BLOCK AK, & WALSH AVENUE ROW, an addition to the City of Fort Worth, Parker County, as recorded in Cabinet D, Page 654, P.R.P.C.T.; THENCE, along the southerly right of way line of said Walsh Avenue the following courses: South 82 degrees 00 minutes 00 seconds West, departing the westerly right of way line of Walsh Ranch Parkway, a distance of 205.63 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt- Zollars", and being the beginning of a curve to the right having a central angle of 11 degrees 52 minutes 24 seconds, a radius of 1,053.00 feet, subtended by a 217.82 foot chord which bears South 87 degrees 56 minutes 12 seconds West; Along said curve to the right an are distance of 218.21 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars"; North 03 degrees 52 minutes 24 seconds East, a distance of 12.50 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 08 degrees 57 minutes 04 seconds, a radius of 1,040.50 feet, subtended by a 162.39 foot chord which bears North 81 degrees 39 minutes 04 seconds West; Along said curve to the right an arc distance of 162.55 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars"; South 12 degrees 49 minutes 27 seconds West, a distance of 12.50 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 05 degrees 54 minutes 37 seconds, a radius of 1,053.00 feet, subtended by a 108.57 foot chord which bears North 74 degrees 13 minutes 14 seconds West; Along said curve to the right an are distance of 108.62 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" for the POINT OF BEGINNING; THENCE, South 65 degrees 34 minutes 17 seconds West departing the southerly right of way line of said Walsh Avenue, a distance of 21.74 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars" : THENCE, South 22 degrees 00 minutes 00 seconds West, a distance of 445.69 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" and being the beginning of a curve to the right having a central angle of 41 degrees 11 minutes 37 seconds, a radius of 180.00 feet, subtended by a 126.64 foot chord which bears South 42 degrees 35 minutes 49 seconds West; THENCE, along said curve to the right an are distance of 129.41 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 22 degrees 13 minutes 33 seconds East, a distance of 213.91 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 71 degrees 53 minutes 16 seconds East, a distance of 35.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 18 degrees 06 minutes 44 seconds East, a distance of 69.56 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 45 degrees 06 minutes 44 seconds East, a distance of 104.09 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 37 degrees 07 minutes 35 seconds East, a distance of 55.82 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 34 degrees 45 minutes 41 seconds, a radius of 80.00 feet, subtended by a 47.79 foot chord which bears North 54 degrees 30 minutes 25 seconds East; THENCE, along said curve to the right an are distance of 48.54 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 71 degrees 53 minutes 16 seconds East, a distance of 52.56 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 65 degrees 52 minutes 46 seconds, a radius of 40.00 feet, subtended by a 43.50 foot chord which bears North 38 degrees 56 minutes 53 seconds East; THENCE, along said curve to the left an are distance of 45.99 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 06 degrees 00 minutes 29 seconds East, a distance of 13.52 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 67 degrees 37 minutes 57 seconds, a radius of 70.00 feet, subtended by a 77.91 foot chord which bears North 39 degrees 49 minutes 28 seconds East; THENCE, along said curve to the right an are distance of 82.63 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the left having a central angle of 35 degrees 37 minutes 55 seconds, a radius of 150.00 feet, subtended by a 91.79 foot chord which bears North 55 degrees 49 minutes 29 seconds East; THENCE, along said curve to the left an arc distance of 93.28 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the right having a central angle of 61 degrees 19 minutes 41 seconds, a radius of 123.00 feet, subtended by a 125.46 foot chord which bears North 68 degrees 40 minutes 22 seconds East; THENCE, along said curve to the right an arc distance of 131.66 feet to a 5l8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 09 degrees 20 minutes 13 seconds East, a distance of 72.99 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 54 degrees 37 minutes 01 second East, a distance of 136.70 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 53 degrees 31 minutes 57 seconds East, a distance of 464.31 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 04 degrees 27 minutes 12 seconds West, a distance of 162.60 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 85 degrees 32 minutes 48 seconds West, a distance of 63.74 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 46 degrees 52 minutes 44 seconds West, a distance of 165.75 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 03 degrees 50 minutes 00 seconds, a radius of 485.00 feet, subtended by a 32.44 foot chord which bears South 46 degrees 55 minutes 06 seconds West; THENCE, along said curve to the right an are distance of 32.45 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 59 degrees 50 minutes 22 seconds West, a distance of 174.20 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 83 degrees 38 minutes 43 seconds West, a distance of 200.84 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 74 degrees 13 minutes 49 seconds West, a distance of 548.94 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 45 degrees 54 minutes 57 seconds West, a distance of 72.34 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 72 degrees 19 minutes 04 seconds West, a distance of 110.57 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 68 degrees 51 minutes 13 seconds West, a distance of 53.32 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 87 degrees 16 minutes 49 seconds West, a distance of 234.72 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 75 degrees 56 minutes 48 seconds West, a distance of 68.91 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 89 degrees 21 minutes 42 seconds West, a distance of 126.30 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 14 degrees 02 minutes 32 seconds West, a distance of 242.67 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 64 degrees 00 minutes 23 seconds East, a distance of 121.75 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 86 degrees 15 minutes 18 seconds East, a distance of 188.61 feet to a 5/8 inch iron rod set with plastic cap stamped "Iuitt-Zollars"; THENCE, North 29 degrees 35 minutes 56 seconds West, a distance of 126.15 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 60 degrees 24 minutes 04 seconds East, a distance of 131.44 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 22 degrees 13 minutes 33 seconds West, a distance of 269.87 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 67 degrees 46 minutes 27 seconds West, a distance of 217.50 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 22 degrees 13 minutes 33 seconds West, a distance of 60.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 67 degrees 46 minutes 27 seconds East, a distance of 205.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 22 degrees 46 minutes 27 seconds East, a distance of 21.21 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 22 degrees 13 minutes 33 seconds West, a distance of 123.19 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 12 degrees 25 minutes 03 seconds, a radius of 1530.00 feet, subtended by a 330.94 foot chord which bears North 16 degrees 01 minute 02 seconds West; THENCE, along said curve to the right an arc distance of 331.59 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 09 degrees 48 minutes 30 seconds West, a distance of 370.46 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 58 degrees 03 minutes 43 seconds West, a distance of 19.98 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the southerly right of way line of said Walsh Avenue, and being the beginning of a non -tangent curve to the right having a central angle of 05 degrees 57 minutes 30 seconds, a radius of 867.00 feet, subtended by a 90.12 foot chord which bears North 76 degrees 10 minutes 05 seconds East; THENCE, along the southerly right of way line of Walsh Avenue, and along said curve to the right an arc distance of 90.16 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 34 degrees 25 minutes 18 seconds West departing the south right of way line of said Walsh Avenue, a distance of 21.50 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars"; THENCE, South 09 degrees 48 minutes 30 seconds East, a distance of 374.68 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 12 degrees 25 minutes 03 seconds, a radius of 1470.00 feet, subtended by a 317.96 foot chord which bears South 16 degrees 01 minute 02 seconds East; THENCE, along said curve to the left an are distance of 318.5D feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 22 degrees 13 minutes 33 seconds East, a distance of 123.19 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 67 degrees 13 minutes 33 seconds East, a distance of 21.21 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 67 degrees 46 minutes 27 seconds East, a distance of 389.13 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 45 degrees 46 minutes 27 seconds, a radius of 120.00 feet, subtended by a 93.34 foot chord which bears North 44 degrees 53 minutes 13 seconds East; THENCE, along said curve to the left an arc distance of 95.87 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 22 degrees 00 minutes 00 seconds East, a distance of 444.72 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 23 degrees 00 minutes 00 seconds West, a distance of 21.21 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the southerly right of way line of said Walsh Avenue; THENCE, South 68 degrees 00 minutes 00 seconds East along the southerly right of way line of Walsh Avenue, a distance of 30.00 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the left having a central angle of 03 degrees 15 minutes 56 seconds, a radius of 1053.00 feet, subtended by a 60.01 foot chord which bears South 69 degrees 37 minutes 58 seconds East; THENCE, continuing along the southerly right of way line of Walsh Avenue, and along said curve to the left an arc distance of 60.01 feet to the POINT OF BEGINNING and CONTAINING 21.91 acres of land, more or less. PHASE 2B WHEREAS, Quail Valley Devco I, LLC and Walsh Ranches Limited Partnership are the owners of a tract of land situated in the International & Great Northern R.R. Co. Survey, Abstract No. 1996, Parker County, Texas, and being a portion of Tract 2 as described in deed to Quail Valley Devco I, LLC, as recorded in Document Number 201607571 of the Official Property Records of Parker County, Texas(O.P.R.P.C.T.) and a portion of a tract of land as described in deed to Walsh Ranches Limited Partnership, a Texas Limited Partnership having a General Partner named Walsh North Star Company, a Texas corporation as recorded in Volume 1699, Page 1765 of the Deed Records of Parker County, Texas (D.R.P.C.T.), and being more particularly described as follows: COMMENCING at a 5/8 inch iron rod found with cap stamped "Huitt-Zollars" at the northwest corner of Lot 7X, Block 1, as shown on the final plat of LOTS 1X THRU 10X, BLOCK 1 AND WALSH RANCH PARKWAY RIGHT-OF-WAY, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 637 of the Plat Records of Parker County, Texas (P.R.P.C.T.), and being on the southerly right of way line of Walsh Avenue (a 106.0 foot wide right of way), as shown on the final plat of WALSH RANCH QUAIL VALLEY, LOT 1, BLOCK AK, & WALSH AVENUE ROW, an addition to the City of Fort Worth, Parker County, as recorded in Cabinet D, Page 654, P.R.P.C.T.; THENCE, along the southerly right of way line of said Walsh Avenue the following courses: South 82 degrees 00 minutes 00 seconds West, a distance of 205.63 feet to a 5/8 inch iron rod found with plastic cap stamped °Huitt-Zollars", and being the beginning of a curve to the right having a central angle of 11 degrees 52 minutes 24 seconds, a radius of 1,053.00 feet, subtended by a 217.82 foot chord which bears South 87 degrees 56 minutes 12 seconds West; Along said curve to the right an are distance of 218.21 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars"; North 03 degrees 52 minutes 24 seconds East, a distance of 12.50 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 08 degrees 57 minutes 04 seconds, a radius of 1,040.00 feet, subtended by a 162.39 foot chord which bears North 81 degrees 39 minutes 04 seconds West; Along said curve to the right an are distance of 162.55 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars"; South 12 degrees 49 minutes 27 seconds West, a distance of 12.50 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a non -tangent curve to the right having a central angle of 09 degrees 10 minutes 33 seconds, a radius of 1,053.00 feet, subtended by a 168.45 foot chord which bears North 72 degrees 35 minutes 16 seconds West; Along said curve to the right an are distance of 168.63 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; North 68 degrees 00 minutes 00 seconds West, a distance of 355.64 feet to a 5/8 inch iron rod found with plastic cap stamped "Huitt-Zollars", and being the beginning of a curve to the Ieft having a central angle of 38 degrees 48 minutes 40 seconds, a radius of 867.00 feet, subtended by a 576.13 foot chord which bears North 87 degrees 24 minutes 20 seconds West; Along said curve to the left an are distance of 587.29 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" for the POINT OF BEGINNING; THENCE, South 58 degrees 03 minutes 43 seconds East, departing the southerly right of way line of said Walsh Avenue, a distance of 19.98 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- ZoIlars" ; THENCE, South 09 degrees 48 minutes 30 seconds East, a distance of 305.99 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, South 80 degrees 11 minutes 30 seconds West, a distance of 265.00 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars"; THENCE, North 09 degrees 48 minutes 30 seconds West, a distance of 265.19 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt-Zollars" on the southerly right of way line of Walsh Avenue, and being the beginning of a non -tangent curve to the left having a central angle of 04 degrees 41 minutes 43 seconds, a radius of 1553.00 feet, subtended by a 127.23 foot chord which bears North 67 degrees 01 minute 28 seconds East; THENCE, along the southerly right of way line of Walsh Avenue, and along said curve to the left an are distance of 127.27 feet to a 518 inch iron rod set with plastic cap stamped "Huitt-Zollars", and being the beginning of a reverse curve to the right having a central angle of 08 degrees 30 minutes 44 seconds, a radius of 867.00 feet, subtended by a 128.69 foot chord which bears North 68 degrees 55 minutes 58 seconds East; THENCE, continuing along the southerly right of way line of Walsh Avenue, and along said curve to the right an are distance of 128.81 feet to a 5/8 inch iron rod set with plastic cap stamped "Huitt- Zollars" at the POINT OF BEGINNING and CONTAINING 1.79 Acres of land, more or less. PHASE 2C BEING a tract of land situated in the Heirs of C.H. Higbee Survey, Abstract No. 2740, International & Great Northern R.R. Co. Survey, Abstract No. 2004, Parker County, Texas, and being a portion of Tracts 2 and 3 as described in deed to Quail Valley Devco 1, LLC, as recorded in Document Number 201707571 of the Official Property Records of Parker County, Texas(O.P.R.P.C.T.) and a portion of a tract of land as described in deed to Walsh Ranches Limited Partnership, a Texas Limited Partnership having a General Partner named Walsh North Star Company, a Texas corporation as recorded in Volume 1699, Page 1765 of the Deed Records of Parker County, Texas (D.R.P.C.T.), and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP" at the northwest corner of the intersection of the westerly right of way line of southbound Walsh Ranch Parkway(a variable width right of way) and the northerly right of way line of Walsh Creek Boulevard, as shown on the final plat of LOTS 1X THRU IOX, BLOCK 1 AND WALSH RANCH PARKWAY RIGHT-OF-WAY, an addition to the City of Fort Worth, Parker County, Texas, as recorded in Cabinet D, Page 637 of the Plat Records of Parker County, Texas (P.R.P.C.T.); THENCE, South 02 degrees 23 minutes 57 seconds East, along the westerly right of way line of Walsh Creek Boulevard, a distance of 140.41 feet to a 518 inch iron rod found with cap stamped "DUNAWAY ASSOC. LP" at the southwest corner of the intersection of the westerly right of way line of southbound Walsh Ranch Parkway(a variable width right of way) and the southerly right of way line of Walsh Creek Boulevard, and being the beginning of a non -tangent curve to the right having a central angle of 17 degrees 27 minutes 48 seconds, a radius of 250.00 feet, subtended by a 75.90 foot chord which bears North 83 degrees 40 minutes 03 seconds West; THENCE, departing the westerly right of way line of said Walsh Creek Boulevard, and along said curve to the right an are distance of 76.20 feet to the beginning of a reverse curve to the left having a central angle of 11 degrees 27 minutes 48 seconds, a radius of 250.00 feet, subtended by a 49.93 foot chord which bears North 80 degrees 40 minutes 03 seconds West; THENCE, along said curve to the left an arc distance of 50.02 feet to the point of tangency; THENCE, North 86 degrees 23 minutes 57 seconds West, a distance of 215.63 feet to the beginning of a curve to the left having a central angle of 08 degrees 10 minutes 47 seconds, a radius of 300.00 feet, subtended by a 42.79 foot chord which bears South 89 degrees 30 minutes 40 seconds West; THENCE, along said curve to the left an are distance of 42.83 feet to the beginning of a compound curve to the left having a central angle of 09 degrees 29 minutes 45 seconds, a radius of 1470.00 feet, subtended by a 243.35 foot chord which bears South 80 degrees 40 minutes 24 seconds West; THENCE, along said curve to the left an are distance of 243.63 feet to a point for a corner; THENCE, South 14 degrees 04 minutes 29 seconds East, a distance of 150.00 feet to a point for a corner; THENCE, South 73 degrees 44 minutes 47 seconds West, a distance of 100.38 feet to a point for an angle; THENCE, South 68 degrees 39 minutes 27 seconds West, a distance of 134.02 feet to a point for an angle; THENCE, South 64 degrees 39 minutes 25 seconds West, a distance of 50.25 feet to a point for an angle; THENCE, South 61 degrees 18 minutes 12 seconds West, a distance of 109.91 feet to a point for an angle; THENCE, South 58 degrees 25 minutes 34 seconds West, a distance of 90.10 feet to a point for an angle; THENCE, South 55 degrees 57 minutes 29 seconds West, a distance of 114.06 feet to a point for an angle; THENCE, South 53 degrees 58 minutes 23 seconds West, a distance of 5016 feet to a point for an angle; THENCE, South 52 degrees 00 minutes 57 seconds West, a distance of 111.75 feet to a point for a corner; THENCE, North 39 degrees 20 minutes 07 seconds West, a distance of 150.00 feet to the beginning of a non -tangent curve to the left having a central angle of 00 degrees 26 minutes 58 seconds, a radius of 2520.00 feet, subtended by a 19.76 foot chord which bears South 50 degrees 26 minutes 24 seconds West; THENCE, along said curve to the left an are distance of 19.76 feet to a point for a corner; THENCE, North 39 degrees 47 minutes 05 seconds West, a distance of 60.00 feet to the beginning of a non -tangent curve to the right having a central angle of 00 degrees 26 minutes 58 seconds, a radius of 2580.00 feet, subtended by a 20.24 foot chord which bears North 50 degrees 26 minutes 24 seconds East; THENCE, along said curve to the right an are distance of 20.24 feet to a point for a corner; THENCE, North 39 degrees 20 minutes 07 seconds West, a distance of 144.95 feet to a point for a corner; THENCE, South 54 degrees 36 minutes 55 seconds West, a distance of 40.21 feet to a point for a corner; THENCE, North 33 degrees 35 minutes 09 seconds West, a distance of 92.60 feet to a point for an angle; THENCE, North 28 degrees 44 minutes 49 seconds West, a distance of 72.78 feet to a point for an angle; THENCE, North 19 degrees 58 minutes 19 seconds West, a distance of 110.00 feet to the beginning of a non -tangent curve to the right having a central angle of 02 degrees 46 minutes 08 seconds, a radius of 885.00 feet, subtended by a 42.76 foot chord which bears North 71 degrees 24 minutes 46 seconds East; THENCE, along said curve to the right an are distance of 42.77 feet to a point for a corner; THENCE, North 17 degrees 12 minutes 10 seconds West, a distance of 173.09 feet to a point for a corner; THENCE, North 80 degrees 12 minutes 00 seconds East, a distance of 123.57 feet to a point for a corner; THENCE, South 76 degrees 35 minutes 19 seconds East, a distance of 60.00 feet to the beginning of a non -tangent curve to the right having a central angle of 01 degrees 55 minutes 48 seconds, a radius of 1025.00 feet, subtended by a 34.52 foot chord which bears North 14 degrees 22 minutes 35 seconds East; THENCE, along said curve to the right are distance of 34.52 feet to a point for a corner; THENCE, North 32 degrees 06 minutes 19 seconds West, a distance of 20.11 feet to the beginning of a non -tangent curve to the left having a central angle of 05 degrees 53 minutes 33 seconds, a radius of 1125.00 feet, subtended by a 115.65 foot chord which bears North 83 degrees 21 minutes 56 seconds West; THENCE, along said curve to the left an are distance of 115.70 feet to a point for a corner; THENCE, North 03 degrees 41 minutes 17 seconds East, a distance of 95.00 feet to a point for an angle; THENCE, North 26 degrees 03 minutes 18 seconds East, a distance of 132.03 feet to a point for an angle; THENCE, North 45 degrees 54 minutes 57 seconds East, a distance of 130.90 feet to a point for a corner; THENCE, South 35 degrees 19 minutes 33 seconds East, a distance of 156.23 feet to the beginning of a non -tangent curve to the right having a central angle of 04 degrees 15 minutes 34 seconds, a radius of 405.00 feet, subtended by a 30.10 foot chord which bears North 49 degrees 58 minutes 49 seconds East; THENCE, along said curve to the right an are distance of 30.11 feet to a point for a corner; THENCE, North 35 degrees 19 minutes 33 seconds West, a distance of 158.38 feet to a point for a corner; THENCE, North 67 degrees 30 minutes 35 seconds East, a distance of 140.95 feet to a point for an angle; THENCE, North 74 degrees 15 minutes 07 seconds East, a distance of 221.29 feet to a point for a corner; THENCE, South 82 degrees 30 minutes 00 seconds East, a distance of 55.59 feet to a point for a corner; THENCE, South 07 degrees 30 minutes 00 seconds West, a distance of 153.66 feet to the beginning of a non -tangent curve to the right having a central angle of 04 degrees 14 minutes 42 seconds, a radius of 405.00 feet, subtended by a 30.00 foot chord which bears South 82 degrees 30 minutes 00 seconds East; THENCE, along said curve to the right an are distance of 30.01 feet to a point for a corner; THENCE, North 07 degrees 30 minutes 00 seconds East, a distance of 153.66 feet to a point for a corner; THENCE, North 47 degrees 30 minutes 00 seconds East, a distance of 75.06 feet a point for an angle; THENCE, North 74 degrees 15 minutes 07 seconds East, a distance of 63.95 feet to a point for an angle; THENCE, North 83 degrees 38 minutes 44 seconds East, a distance of 87.00 feet to a point for a corner; THENCE, South 06 degrees 21 minutes 17 seconds East, a distance of 130.86 feet to the beginning of a non -tangent curve to the right having a central angle of 26 degrees 41 minutes 05 seconds, a radius of 65.00 feet, subtended by a 30.00 foot chord which bears North 83 degrees 38 minutes 43 seconds East; THENCE, along said curve to the right an arc distance of 30.27 feet to a point for a corner; THENCE, North 06 degrees 21 minutes 17 seconds West, a distance of 130.86 feet to a point for a corner; THENCE, North 83 degrees 38 minutes 44 seconds East, a distance of 87.05 feet to a point for an angle; THENCE, North 59 degrees 50 minutes 22 seconds East, a distance of 154.35 feet to a point for an angle; THENCE, North 67 degrees 22 minutes 59 seconds East, a distance of 58.71 feet to a point for a corner; THENCE, South 26 degrees 59 minutes 27 seconds East, a distance of 45.87 feet to a point for a corner; TI4ENCE, South 60 degrees 00 minutes 15 seconds West, a distance of 49.99 feet to a point for an angle; THENCE, South 31 degrees 49 minutes 18 seconds West, a distance of 53.01 feet to a point for an angle; THENCE, South 33 degrees 45 minutes 24 seconds East, a distance of 90.14 feet a point for a corner; THENCE, South 28 degrees 34 minutes 12 seconds West, a distance of 69.63 feet to a point for an angle; THENCE, South 01 degrees 20 minutes 14 seconds East, a distance of 74.22 feet to point for a corner; THENCE, North 83 degrees 28 minutes 52 seconds West, a distance of 171.85 feet to the beginning of a non -tangent curve to the right having a central angle of 17 degrees 41 minutes 59 seconds, a radius of 65.00 feet, subtended by a 20.00 foot chord which bears South 06 degrees 31 minutes 08 seconds West; THENCE, along said curve to the right an arc distance of 20.08 feet to a point for a corner; THENCE, South 83 degrees 28 minutes 52 seconds East, a distance of 174.61 feet to a point for a corner; THENCE, South 01 degrees 20 minutes 14 seconds East, a distance of 10.65 feet to a point for an angle; THENCE, South 30 degrees 51 minutes 08 seconds West, a distance of 96.55 feet to a point for an angle; THENCE, South 12 degree 22 minutes 26 seconds East, a distance of 41.09 feet to an angle point; THENCE, South 20 degrees 13 minutes 00 seconds West, a distance of 78.28 feet to a point for an angle; THENCE, South 41 degrees 09 minutes 03 seconds East, a distance of 115.07 feet to a point for a corner; THENCE, South 06 degrees 51 minutes 33 seconds West, a distance of 112.77 feet to a point for an angle; THENCE, South 10 degrees 44 minutes 05 seconds East, a distance of 25.27 feet to the beginning of a non -tangent curve to the right having a central angle of 05 degrees 57 minutes 22 seconds, a radius of 1530.00 feet, subtended by a 158.98 foot chord which bears North 84 degrees 20 minutes 37 seconds East; THENCE, along said curve to the right an arc distance of 159.05 feet to the beginning of a reverse curve to the left having a central angle of 03 degrees 13 minutes 15 seconds, a radius of 600.00 feet, subtended by a 33.72 foot chord which bears North 85 degrees 42 minutes 41 seconds East; THENCE, along said curve to the left an are distance of 33.73 feet to the point of tangency; THENCE, North 84 degrees 06 minutes 03 seconds East, a distance of 164.53 feet to the beginning of a curve to the left having a central angle of 13 degrees 57 minutes 32 seconds, a radius of 250.00 feet, subtended by a 60.76 foot chord which bears North 77 degrees 07 minutes 17 seconds East; THENCE, along said curve to the left an arc distance of 60.91 feet to the beginning of a reverse curve to the right having a central angle of 17 degrees 27 minutes 32 seconds, a radius of 250.00 feet, subtended by a 75.88 foot chord which bears North 78 degrees 52 minutes 17 seconds East; THENCE, along said curve to the right an arc distance of 76.18 feet to the POINT OF BEGINNING and CONTAINING 23.80 Acres of land, more or Iess. APPENDIX C PID ASSESSMENT NOTICE AFTER RECORDING RETURN TO: NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO CITY OF FORT WORTH, TEXAS CONCERNING THE FOLLOWING PROPERTY STREET ADDRESS LOT TYPE PRINCIPAL ASSESSMENT: S As the purchaser of the real property described above, you are obligated to pay assessments to the City of Fort Worth, Texas (the "City"), for the costs of a portion of a public improvement or services project (the "Authorized Improvements") undertaken for the benefit of the property within Fort Worth Public Improvement District No..l6 (Walsh RanchlQuail Valley) (the "District") created under Subchapter A, Chapter 372, Local Government Code. AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND DELINQUENCY COSTS. The exact amount of the assessment may be obtained from the City. The exact amount of each annual installment will be approved each year by the City Council in the annual service plan update for the District. More information about the assessments, including the amounts and due dates, may be obtained from the City. Your failure to pay any assessment or any annual installment may result in penalties and interest being added to what you owe or in a lien on and the foreclosure of your property. 1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Parker County. [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF PURCHASER 107:1109 SIGNATURE OF PURCHASER The undersigned seller acknowledges providing this notice to the potential purchaser before the effective date of a binding contract for the purchase of the real property at the address described above. DATE: SIGNATURE OF SELLER DATE: SIGNATURE OF SELLER] z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance with Section 5.014(a-1), Tex. Prop. Code. Signature Page to Initial Notice of Obligation to Pay Improvement District Assessment [The undersigned purchaser acknowledges receipt of this notice before the effective date of a binding contract for the purchase of the real property at the address described above. The undersigned purchaser acknowledged the receipt of this notice including the current information required by Section 5.0143, Texas Property Code, as amended. DATE: SIGNATURE OF PURCHASER STATE OF TEXAS § COUNTY OF PARKER § DATE: SIGNATURE OF PURCHASER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this � 20� Notary Public, State of Texas] 3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Parker County. Purchaser Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment The undersigned seller acknowledges providing a separate copy of the notice required by Section 5.014 of the Texas Property Code including the current information required by Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the address above. DATE: SIGNATURE OF SELLER STATE OF TEXAS COUNTY OF PARKER 0.11-03 SIGNATURE OF SELLER The foregoing instrument was acknowledged before me by and , known to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument and acknowledged to me that he or she executed the same for the purposes therein expressed. Given under my hand and seal of office on this Notary Public, State of Texas14 , 20_ a To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing of the purchase and sale and to be recorded in the deed records of Parker County. Seller Signature Page to Final Notice with Current Information of Obligation to Pay Improvement District Assessment City of Fort Worth, Texas Mayor and Council Communication DATE: 06/11/24 M&C FILE NUMBER: M&C 24-0473 LOG NAME: 13WALSH RANCH PID SPECIAL ASSESSMENT REVENUE BONDS SERIES 2024 SUBJECT (ALL) Adopt Ordinance Authorizing Issuance and Sale of the City of Fort Worth, Texas Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project) for the Purpose of Paying a Portion of the Costs of Authorized Improvements within the PID, and Paying the Costs of Issuance of the Bonds; Authorizing Execution of All Related Documents; Ordaining Related Matters and Adopt Appropriation Ordinances RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached ordinance (a) authorizing the issuance and approving the sale of Bonds in the principal amount set forth in the attached ordinance for the purpose of (i) financing a portion of the actual costs of public improvements within the PID; (ii) paying the costs of issuance of the Bonds; (b) approving and authorizing the execution of the Indenture of Trust setting forth the terms of the Bonds and securing the pledge of assessments to the payment thereof; (c) approving and authorizing the execution of the Bond Purchase Agreement, pursuant to which FMS Bonds, Inc. agrees to purchase the Bonds from the City; (d) authorizing and approving the use of the Preliminary Limited Offering Memorandum and Final Limited Offering Memorandum in connection with the pricing and sale of the Bonds; (e) authorizing and approving the execution of the Continuing Disclosure Agreement pursuant to which the City undertakes to make certain disclosures with respect to the Bonds as required by the Securities and Exchange Commission Rule 15c2-12; (f) approving an update to Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Service and Assessment Plan; and (g) approving the purchase of a municipal bond insurance policy and reserve fund surety policy with respect to the Bonds; 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Walsh Ranch PID Series 2024 Fund in the amount up to $19,000,000.00, subject to the sale of special assessment revenue bonds and receipt of proceeds, for the purpose of funding developer reimbursements for Improvement Area #1, Improvement Area #2, and Improvement Area #3 authorized improvements and paying costs of issuance of the Bonds, with such amount subject to reduction to conform to final figures reflected in bond closing documents; and 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Walsh Ranch PID Debt Service Fund, in the amount up to $500,000.00, subject to the sale of special assessment revenue bonds and receipt of proceeds, to fund the required reserve, with such amount subject to reduction to conform to final figures reflected in bond closing documents. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to approve the issuance and sale of the Bonds that will allow the City of Fort Worth (City) to reimburse authorized improvements associated with Improvement Areas 1- 3 of Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley). Staff is recommending that these bonds be sold to FMS Bonds, Inc. pursuant to a bond purchase agreement resulting from a negotiated sale process conducted as a public underwriting. The Bonds will have the terms set forth in the Indenture of Trust attached to the ordinance and will be 21-year bonds to match the timing of the annual installments of the PID assessments for these improvement areas. The Bonds will not carry an underlying rating but will receive a rating based on the bond insurance policy. Proceeds from the sale of the Bonds will be used to reimburse the developer for a portion of the actual costs of authorized improvements in these improvement areas within the PID and pay for the costs of issuance of the Bonds, including funding a reserve and acquiring bond insurance. The exact amount of the costs of issuance and reserve will fluctuate slightly based on the final terms of sale. The attached appropriation ordinances reflects the maximum appropriation amount for bond proceeds. Its structure accommodates variables associated with sale of debt. To the extent numbers at closing are less than those reflected in the ordinance, the available appropriation amount will be reduced as needed to reflect final figures based on the closing documents to ensure appropriations do not exceed actuals. A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon adoption of the actions provided within this Mayor and Council Communication, the sale of the City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2024 (Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement Areas #1-3 Project), will proceed as necessary to provide funding of the improvements in the Walsh Ranch PID Series 2024 Fund as outlined in the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Service and Assessment Plan. Prior to any expenditures being incurred, the Financial Management Services Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office W. Reginald Zeno 8517 Originating Business Unit Head: Reginald Zeno 8517 Additional Information Contact: Anthony Rousseau 8338 Expedited