HomeMy WebLinkAbout065284 - General - Contract - Quail Valley Devco IVB, LLC, Quail Valley Devco V, LLC and Quail Valley Devco VIA, LLCCity Secretary
Contract No q L
Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #4 Reimbursement Agreement
This Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) Improvement
Area #4 Reimbursement Agreement (this "Improvement Area #4 Reimbursement Agreement") is
entered into by QUAIL VALLEY DEVCO IVB, LLC ("Devco IVB"), QUAIL VALLEY
DEVCO V, LLC ("Devco V"), and QUAIL VALLEY DEVCO VIA, LLC ("Devco VIA", and,
together with Devco IVB and Devco V, collectively referred to as the "Developer"), as successors
to Walsh Ranches Limited Partnership, a Texas limited partnership ("Walsh Ranches") and Quail
Valley Devco I, LLC, a Texas limited liability company ("Devco I" and together with Walsh
Ranches, the "Original Developer"), and the CITY OF FORT WORTH, TEXAS (the "C"), to
be effective May 1, 2026 (the "Effective Date"). The Developer and the City are sometimes
individually referred to as a "PLr1y" and collectively as the "Parties."
SECTION 1. RECITALS
1.1 WHEREAS, capitalized terms used in this Improvement Area #4 Reimbursement
Agreement shall have the meanings given to them in Section 2, unless otherwise defined herein or
unless the context in which a term is used clearly requires a different meaning; and
1.2 WHEREAS, all resolutions, ordinances, agreements, documents, and instruments
referenced in this Improvement Area #4 Reimbursement Agreement are incorporated as part of
this Improvement Area #4 Reimbursement Agreement; and
1.3 WHEREAS, Devco IVB is a Texas limited liability company; and
1.4 WHEREAS, Devco V is a Texas limited liability company; and
1.5 WHEREAS, Devco VIA is a Texas limited liability company; and
1.6 WHEREAS, the City is a Texas home -rule municipality; and
1.7 WHEREAS, the City Council is authorized by Chapter 372, Texas Local Government
Code, as amended (the "PID Act"), to create public improvement districts within the City's
corporate limits and extraterritorial jurisdiction; and
1.8 WHEREAS, the PID Act authorizes the City to create a public improvement district to
undertake public improvement projects that confer a special benefit on the property within the
district and to pay for such public improvement projects by levying assessments against benefited
property within the district; and
1.9 WHEREAS, the Original Developer filed with the municipal secretary of the City (the
"City Secretary") a petition (the "Petition") requesting the creation of a public improvement district
covering the Property; and
1.10 WHEREAS, the Petition satisfied the requirem yrt tffthe 'F ,
CC a 9 F�' e
OFFICIAL RECORD
1 CITY SECRETARY 1920.020\1076646.4
FT. WORTH, TX
1.11 WHEREAS, on August 30, 2016, the City Council approved Resolution No. 4671-08-
2016: (1) accepting the Petition; (2) calling a public hearing for September 20, 2016 (the "Public
Hearing") to take public testimony on the feasibility and advisability of creating Fort Worth Public
Improvement District No. 16 (Walsh Ranch/Quail Valley) (the 'District") and the feasibility and
advisability of the public improvement projects proposed by the Petition; and (3) authorizing and
directing notices of the Public Hearing be mailed and published as required by the PID Act; and
1.12 WHEREAS, City staff caused notice of the Public Hearing to be mailed before the 15th
day before the date of the Public Hearing as required by the PID Act; and
1.13 WHEREAS, City staff caused notice of the Public Hearing to be published in a newspaper
of general circulation before the 15th day before the date of the Public Hearing as required by the
PID Act; and
1.14 WHEREAS, after publishing, mailing, and otherwise providing all notices required by the
PID Act and state law, the City Council conducted the Public Hearing on the date and at the
location and time specified in such notices, at which Public Hearing the City Council took public
testimony on the feasibility and advisability of creating the District and the feasibility and
advisability of undertaking the public improvement projects proposed by the Petition; and
1.15 WHEREAS, on September 27, 2016, the City Council approved Resolution No. 4686-09-
2016 authorizing the creation of the District covering the Property; and
1.16 WHEREAS, notice of Resolution No. 4686-09-2016 was published in a newspaper of
general circulation as required by the PID Act, whereupon the District authorization became
effective; and
1.17 WHEREAS, Resolution No. 4686-09-2016 was filed (1) November 29, 2016, as
Instrument No. 201627203, in the real property records of Parker County, Texas and (2) December
6, 2016, as Instrument No. D216284552, in the real property records of Tarrant County, Texas;
and
1.18 WHEREAS, the Property is to be developed in phases; and
1.19 WHEREAS, a Master Reimbursement Agreement by and among the City, Walsh Ranches
and Devco I, an affiliate of the Developer, was executed relating to the financing of certain
Authorized Improvements in each phase of the District for the special benefit of Assessed Property
within that phase; and
1.20 WHEREAS, the Fort Worth City Council adopted Ordinance No. 22707-05-2017 on
May 2, 2017, approving the Original SAP, allocating and levying assessments on the Lots in
Improvement Area #1, and ordaining related matters, and such ordinance was recorded on July 12,
2017 in the real property records of Tarrant County, Texas as Document No. D217158056 and on
July 19, 2017 in the real property records of Parker County, Texas as Document No. 201717529;
and
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1.21 WHEREAS, in connection with the development of Improvement Area #1 of the District,
that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #1 Reimbursement Agreement was executed by the City and the Original
Developer to be effective as of May 2, 2017, as approved by Resolution 4777-05-2017; and
1.22 WHEREAS, the Fort Worth City Council adopted Ordinance No. 24386-09-2020 on
September 1, 2020, approving the 2020 SAP Update for Improvement Area #2, allocating and
levying assessments on the Lots in Improvement Area #2, and ordaining related matters, and such
ordinance was recorded on October 2, 2020 in the real property records of Tarrant County, Texas
as Document No. D220252700 and in the real property records of Parker as Document 202031777;
and
1.23 WHEREAS, in connection with the development of Improvement Area #2 of the District,
that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #2 Reimbursement I
greement was executed by the City, Walsh Ranches and
Quail Valley Devco Il, LLC, a Texaslimited liability company ("Devco II") to be effective
September 1, 2020, as approved by Fort Worth Mayor and Council Communication 20-0639; and
1.24 WHEREAS, the Fort Worth City Council adopted Ordinance No. 25775-09-2022 on
August 27, 2022, approving the 2022 SAP Update for Improvement Area #3, allocating and
levying assessments on the Lots in Improvement Area #3, and ordaining related matters, and such
ordinance was recorded on May 10, 2023 in the real property records of Tarrant County, Texas as
Document No. D223080738 and in the real property records of Parker as Document 20231200;
and
1.25 WHEREAS, in connection with the development of Improvement Area #3 of the District, 1
that certain Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #3 Reimbursement Agreement was executed by the City, Quail Valley Devco
III, LLC, a Texas limited liability company ("Devco III") and Quail Valley Devco VLO, LLC, a
Texas limited liability company ("Devco VLO") to be effective June 18, 2023 as approved by Fort
Worth Mayor and Council Communication 23-0381; and
1.26 WHEREAS, Original Developer has assigned all of its rights under the Master
Reimbursement Agreement with respect to Improvement Area #4 to Developer (the "Transfer");
and
1.27 WHEREAS, pursuant to Section 13.A of the Master Reimbursement Agreement, a copy
of the notice of the Transfer (the "Notice"), along with a copy of the instrument evidencing the
assignment attached to such Notice, has been received by the City and is attached hereto as
Schedule I to this Improvement Area #4 Reimbursement Agreement; and
1.28 WHEREAS, development of Improvement Area #4 requires construction of Authorized
Improvements within Improvement Area #4, including the Improvement Area #4 Funded
Improvements, which the Developer has begun constructing; and
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1.29 WHEREAS, the Actual Costs of the Authorized Improvements that could be assessed
against Lots within Improvement Area #4 based on the special benefit conferred on the Lots by
the Authorized Improvements benefitting Improvement Area #4 is $62,487,848, as shown on
Table III-D in the 2026 SAP Update; and
1.30 WHEREAS, the PID-Funded Actual Costs of the Improvement Area #4 Funded
Improvements that were assessed against Lots within Improvement Area 44 based on the special
benefit conferred on the Lots by the Improvement Area 44 Funded Improvements is $24,190,000,
which amount is shown in Table III-D in the 2026 SAP Update (the "Total Improvement Area #4
Assessment Amount"); and
1.31 WHEREAS, the methodology by which the Total Improvement Area 44 Assessment
Amount is apportioned, and the apportionment of the Total Improvement Area #4 Assessment
Amount to each Lot Type and Lot within Improvement Area #4 is set forth in the 2026 SAP
Update; and
1.32 WHEREAS, the apportionment of the Total Improvement Area 94 Assessment Amount
to each Lot within Improvement Area 44 is shown on the Improvement Area 44 Assessment Roll;
and
1.33 WHEREAS, the City Council passed and approved Ordinance No. 2852V-o5-2026 on
May 12, 2026 (the "Improvement Area #4 Assessment Ordinance") and recorded on f +" ^ Y jg 1
2026 in the real property records of Tarrant County, Texas as Document No. rn at+,og5eQ0
and in the real property records of Parker County, Texas as Document No. ( zo 2(o 14 1 2 4 and
1.34 WHEREAS, the Improvement Area #4 Assessment Ordinance: (1) approved the 2026
SAP Update; and (2) levied the Improvement Area #4 Assessments against each Lot within
Improvement Area #4 in accordance with the Improvement Area #4 Assessment Roll; and
1.35 WHEREAS, the Improvement Area #4 Assessment Ordinance provides that an
Improvement Area #4 Assessment levied against a Lot may be paid in full at any time in
accordance with the PID Act; however, if not paid in full, the owner of the Lot shall not be in
Default but shall be deemed to have elected to pay the Improvement Area #4 Assessment in Annual
Installments in accordance with the 2026 SAP Update and this Improvement Area #4
Reimbursement Agreement; and
1.36 WHEREAS, Annual Installments of the Improvement Area #4 Assessments shall be billed
and collected by or on behalf of the City in accordance with the Improvement Area 44 Assessment
Ordinance, the 2026 SAP Update, and this Improvement Area #4 Reimbursement Agreement and
as authorized by the PID Act; and
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1.37 WHEREAS, all Assessment Revenue from the collection of the Improvement Area #4
Assessments shall be deposited into the Improvement Area #4 Account of the District Fund; and
1.38 WHEREAS, the Assessment Revenue from the collection of the Improvement Area #4
Assessments on deposit in the Improvement Area #4 Account of the District Fund shall only be
used to pay the Improvement Area #4 Reimbursement Balance or to pay debt service on PID Bonds
secured by Improvement Area #4 Assessments, if issued ("Improvement Area #4 PID Bonds");
and
1.39 WHEREAS, on May 12, 2026, the Fort Worth City Council approved and authorized the
execution of this Improvement Area #4 Reimbursement Agreement via adoption of Fort Worth
Mayor and Council Communication No. 2w - o Hv5 ; and
1.40 WHEREAS, this Improvement Area #4 Reimbursement Agreement is a "reimbursement
agreement" authorized by Section 372.023(d)(1) of the PID Act; and
1.41 WHEREAS, the foregoing RECITALS: (1) are part of this Improvement Area #4
Reimbursement Agreement for all purposes; (2) are true, and correct; and (3) constitute
representations, warranties, and covenants that each Party has relied upon in entering into this
Improvement Area #4 Reimbursement Agreement.
NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set forth
in this Improvement Area #4 Reimbursement Agreement, the Parties agree as follows:
SECTION 2. DEFINITIONS
2.1 "2026 SAP Update" means the Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) Service and Assessment Plan dated May 2, 2017, as updated for Improvement
Area #2 on September 1, 2020, as further updated for Improvement Area #3 on September 27,
2022, as further updated for Improvement Area #1-3 Bonds on July 11, 2024, and further updated
for Improvement Area #4 on [May 1], 2026 approved by the Improvement Area #4 Assessment
Ordinance including updates, modifications, and amendments approved by the City Council from
time to time in accordance with the SAP and the PID Act.
2.2 "Actual Costs" are defined in the SAP.
2.3 "Administrative Expenses" are defined in the SAP.
2.4 "Administrator" is defined in the SAP.
2.5 "Annual Installment" is defined in the SAP. As used herein, the term Annual Installment
is comprised of two components: (a) Administrative Expenses, and (b) Assessment Revenues.
2.6 "Assessment" is defined in the SAP and includes the Improvement Area #1 Assessments,
the Improvement Area #2 Assessments, the Improvement Area #3 Assessments and the
Improvement Area #4 Assessments.
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2.7 "Assessment Revenue" means: (1) revenue collected from the payment of Assessments
(including pre -payments and amounts received from the foreclosure of liens but excluding costs
and expenses of collection); and (2) revenue collected from the payment of the Annual Installments
(excluding Administrative Expenses) of the Assessments.
2.8 "Authorized Improvements" means the public improvement projects authorized by the PID
Act and to be constructed in the District that confer a special benefit on Property within the District,
including, but not limited to, the Improvement Area #4 Funded Improvements.
2.9 "Chief Financial Officer" the Chief Financial Officer of the City of Fort Worth, also known
as the Director of Financial Management Services.
2.10 "Lity-" is defined in the Preamble.
2.11 "City Council" means the governing body of the City of Fort Worth, Texas.
2.12 "City Engineer" means the person designated in writing as the "City Engineer" for purposes
of this Improvement Area #4 Reimbursement Agreement by the City Manager of the City.
2.13 "City Secretary" is defined in Section 1.9.
2.14 "Default" is defined in Section 3.12.
2.15 "Devco I" is defined in the Preamble.
2.16 "Devco IVB" is defined in the Preamble.
2.17 "Devco V" is defined in the Preamble.
2.18 "Devco VIA" is defined in the Preamble.
2.19 "Developer" is defined in the Preamble.
2.20 "Developer's Continuing Disclosure Agreement" means a continuing disclosure agreement
of the Developer in connection with the issuance of PID Bonds secured by the Improvement Area
#4 Assessments, if any, in satisfaction of the requirements of Rule 15c2-12, promulgated by the
United States Securities and Exchange Commission.
2.21 "District" is defined in Section 1.11.
2.22 "District Fund" means a fund created by the City for the sole benefit of the District that is
segregated from all other funds of the City and containing the Improvement Area #4 Account into
which the City shall deposit Assessment Revenue from the collection of the Improvement Area #4
Assessments pursuant to Section 3.2 and from which the City will pay the Improvement Area #4
Reimbursement Balance pursuant to Section 3.3.2.
2.23 "Effective Date" is defined in the Preamble.
1920.020\1076646.4
2.24 "Failure" is defined in Section 3.12.
2.25 "Improvement Area # 1 " is defined in the SAP.
2.26 "Improvement Area #1 Assessments" is defined in the SAP.
2.27 "Improvement Area #2" is defined in the SAP.
2.28 "Improvement Area #2 Assessments" is defined in the SAP.
2.29 "Improvement Area #3" is defined in the SAP.
2.30 "Improvement Area 93 Assessments" is defined in the SAP.
2.31 "Improvement Area #4" is defined in the SAP.
2.32 "Improvement Area #4 Account" means the account in the District Fund into which the
Assessment Revenue from the collection of the Improvement Area #4 Assessments shall be
deposited.
2.33 "Improvement Area #4 Assessment Ordinance" is defined in Section 1.33.
2.34 "Improvement Area #4 Assessment Roll" means the assessment roll attached as [Appendix
A-3] to the 2026 SAP Update that identifies the Assessments against each Lot within Improvement
Area #4, as the same may be updated from time to time.
2.35 "Improvement Area #4 Assessments" is defined in the SAP.
2.36 "Improvement Area #4 Funded Improvements" is defined in the SAP.
2.37 "Improvement Area #4 Indenture" means the Indenture relating to the Improvement Area
#4 PID Bonds.
2.38 "Improvement Area #4 PID Bonds" is defined in Section 1.38.
2.39 "Improvement Area #4 Reimbursement Agreement" is defined in the preamble.
2.40 "Improvement Area #4 Reimbursement Agreement Transfer" is defined in Section 3.9.
2.41 "Improvement Area #4 Reimbursement Agreement Transferee" is defined in Section 3.9.
2.42 "Improvement Area #4 Reimbursement Amount" is defined in Section 3.3.1.
2.43 "Improvement Area #4 Reimbursement Balance" is defined in Section 3.3.1.
2.44 "Improvement Area #5" means the Future Improvement Area (as defined in the SAP) of
the District that is the fourth improvement area of the District.
2.45 "Improvements Completion Date" means the date on which the City Engineer certifies in
writing that the Authorized Improvements for Improvement Area #4 have been constructed in
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substantial compliance with the approved plans and specifications for such improvements and are
ready to be accepted by the City.
2.46 "Indenture" is defined in the SAP.
2.47 "Lot" is defined in the SAP.
2.48 "Lot Type" is defined in the SAP.
2.49 "Master Reimbursement Agreement" means that certain Master Reimbursement
Agreement entered into by and between the City and Devco I, effective as of July 17, 2017, as
assigned pursuant to the Transfer, pursuant to which the timing of certain obligations of the City
and the Developer with respect to the District is established, including the proposed levy of
assessments for Future Improvement Areas (as defined in the SAP) and the issuance of PID Bonds,
if any.
2.50 "Maturity Date" is defined in Section 3.3.1.
2.51 2.51 "Net Proceeds" means the proceeds generated from the issuance and sale of PID
Bonds minus costs of issuance and reserve fund deposits and capitalized interest, if any, required
by the applicable Indenture related to such PID Bonds.
2.52 "Notice" is defined in Section 1.27.
2.53 "Original Developer" is defined in the Preamble.
2.54 "Original SAP" means the Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) Service and Assessment Plan dated May 2, 2017, approved by Ordinance No.
22707-05-2017 adopted by the City Council on May 2, 2017.
2.55 "Party" or "Parties" are defined in the Preamble.
2.56 "Petition" is defined in Section 1.9.
2.57 "PID" means Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley).
2.58 "PID Act" is defined in Section 1.7.
2.59 "PID Bonds" are defined in the SAP and include the Improvement Area #4 PID Bonds, if
issued.
2.60 "PID-Funded Actual Costs" are defined in the SAP.
2.61 "Prepayments" means the payment of all or a portion of an Assessment before the due date
thereof.
2.62 "Property" means the approximately 1,704 acres within the corporate limits and
extraterritorial jurisdiction of the City as described in the Petition and the SAP.
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2.63 "SAP" means the Original SAP as updated by the 2020 SAP Update, the 2022 SAP Update,
the 2024 SAP Update, and the 2026 SAP Update, including updates, modifications, and
amendments approved by the City Council from time to time in accordance with the SAP and the
PID Act.
2.64 "Total Improvement Area 44 Assessment Amount" is defined in Section 1.30.
2.65 "Transfer" is defined in Section 1.26.
2.66 "Walsh Ranches" is defined in the preamble.
SECTION 3. ADDITIONAL PROVISIONS
3.1 Construction of Improvement Area 94 Funded Improvements. The Developer, at its cost
and expense, has constructed, or will cause to be constructed, all of the Authorized Improvements,
including the Improvement Area #4 Funded Improvements. The Authorized Improvements shall
be constructed in accordance with all applicable laws, ordinances, rules, and regulations of the
State of Texas, the City, and any other political subdivision or governmental agency that has
jurisdiction over the construction of the Authorized Improvements; provided, however, contracts
for the construction of such Authorized Improvements shall be exempt from competitive bidding
requirements pursuant to Section 252.022(a)(9), Texas Local Government Code, as amended. The
Developer shall prepare, bid, award, and manage all contracts for the construction of the
Authorized Improvements. Further, for Authorized Improvements that have yet to be fully
constructed and accepted by the City, the Developer will provide: (1) copies of all contracts entered
into as of the Effective Date within thirty (30) days of the Effective Date; and (2) copies of all
contracts to be entered into after the Effective Date within ten (10) business days of such contract
being entered into, but in no event later than thirty (30) days after the date on which such contracts
were awarded and has provided, or shall provide, to the City Engineer, the City's PID
Administrator and the Chief Financial Officer copies of all contracts. All plans and specifications
for the Authorized Improvements must be approved by the City Engineer, and all construction
shall be inspected by or on behalf of the City for compliance with the approved plans and
specifications. The Developer shall maintain books and records evidencing the Actual Costs,
including the PID-Funded Actual Costs, paid, or incurred by the Developer in the construction of
the Authorized Improvements, including the Improvement Area #4 Funded Improvements, copies
of which books and records shall be provided to the City Engineer, the City's PID Administrator
and the Chief Financial Officer. When construction of the Authorized Improvements is complete,
and when the completed Authorized Improvements have been inspected by the City Engineer and
determined to be in substantial compliance with the approved plans and specifications, the City
Engineer. shall certify such compliance in writing, including the Actual Costs of the completed
Authorized Improvements, and the Developer shall dedicate (and the City shall accept) the
Authorized Improvements, lien free, in accordance with standard City policies applicable to such
improvements, including maintenance bonds and assignments of warranties, if any.
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3.2 District Fund. Until Improvement Area #4 PID Bonds are issued, the City shall bill, collect,
and deposit into the Improvement Area 44 Account of the District Fund all Assessment Revenue
from the collection of the Improvement Area #4 Assessments. Annual Installments of the
Improvement Area #4 Assessments shall be billed and collected by the City (or by any other
person, entity, or governmental agency permitted by law) in the same manner and at the same time
as City ad -valorem taxes are billed and collected. Collection of Annual Installments of the
Improvement Area #4 Assessments shall be deferred pursuant to Section 372.017 of the PID Act
until the first date on which such Annual Installments of the Improvement Area 44 Assessments
can be collected in the manner and at the time described above. Collection of the Annual
Installments of the Improvement Area #4 Assessments is anticipated to commence by October 1,
2026, with such Annual Installments being delinquent if not paid on or before January 31, 2027.
In the event collection does not commence by such time, the parties shall negotiate in good faith
to update the terms of Section 3.3 below accordingly. For the avoidance of doubt, Assessment
Revenue from the collection of Assessments for each improvement area, including Annual
Installments thereof, deposited into the District Fund will only be used to pay the reimbursement
balance for that improvement area or as directed in the indenture entered into in connection with
the issuance of the PID Bonds for that improvement area, if issued, in accordance with the
improvement -area -specific reimbursement agreement. Assessment Revenue from the collection of
Improvement Area #4 Assessments, including Annual Installments thereof, deposited into the
District Fund will only be used to pay the Improvement Area 44 Reimbursement Balance or as
directed in the Improvement Area #4 Indenture entered into in connection with the issuance of the
Improvement Area #4 PID Bonds, if issued. After issuance, and for so long as Improvement Area
44 PID Bonds are outstanding under the terms of the Improvement Area #4 Indenture, Assessment
Revenue shall be deposited, and payments therefrom shall be applied in accordance with the
provisions of the Improvement Area #4 Indenture. Once Improvement Area #4 PID Bonds are
issued, the Improvement Area #4 Indenture shall control in the event of any conflicts with this
Improvement Area 44 Reimbursement Agreement. For the avoidance of doubt, (1) while any
Improvement Area #4 PID Bonds are outstanding under the terms of the Improvement Area 44
Indenture, the right of the Developer to receive payment of the Reimbursement Balance shall be
subordinate to the deposits required under the Improvement Area #4 Indenture related to the
Improvement Area #4 PID Bonds, and (2) in no event will Developer be entitled to payment of the
Improvement Area #4 Reimbursement Balance from Administrative Expenses.
3.3 PUment of Improvement Area #4 Reimbursement Balance.
3.3.1 Subject to the terms and conditions herein, including Section 3.2 above, the City
agrees to pay to the Developer from Assessment Revenues collected from the
Improvement Area 94 Assessments and deposited to the Improvement Area #4
Account of the District Fund, commencing March 15, 2027, and continuing until
September 15, 2056 (the "Maturity Date") the principal amount equal to
TWENTY-FOUR MILLION ONE HUNDRED NINETY THOUSAND AND
NO/100THS DOLLARS ($24,190,000.00) (the "Improvement Area 44
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Reimbursement Amount"). The Improvement Area #4 Reimbursement Amount
shall bear simple interest per annum on the unpaid balance at the rate of SIX AND
SIX -TENTHS PERCENT (6.6%) for years one (1) through thirty (30) or until
Improvement Area #4 PID Bonds are issued. The interest rates have been
determined by the City Council in accordance with Section 372.023(e) of the PID
Act based on the Bond Buyer Revenue Bond Index published in The Bond Buyer,
a daily publication that publishes this interest rate index (and on the date of the
determination by the City Council which is the date on which the IA #4 Assessment
Ordinance was approved, the average index rate was not less than FIVE AND
ONE -TENTHS PERCENT (5.10%)). If any portion of the Improvement Area #4
Reimbursement Amount remains unpaid after the City has elected to issue
Improvement Area #4 PID Bonds, the interest rate on the unpaid Improvement Area
#4 Reimbursement Amount shall be the same as the interest rate on the
Improvement Area #4 PID Bonds; provided, however, that such rate shall not
exceed SIX AND SIX -TENTHS PERCENT (6.6%). The Improvement Area #4
Reimbursement Amount shall be reduced by the difference, if any, determined by
subtracting the Actual Costs of the Authorized Improvements within Improvement
Area #4 from $24,190,000. The Improvement Area #4 Reimbursement Amount
together with interest payable as described above is referred to as the "Improvement
Area #4 Reimbursement Balance".
3.3.2 The Improvement Area #4 Reimbursement Balance is payable solely from: (1)
quarterly payments by the City to the Developer made each March 15, June 15,
September 15, and December 15 beginning March 15, [2027] from the Assessment
Revenue from the collection of Improvement Area #4 Assessments, including
Annual Installments thereof, deposited into the Improvement Area #4 Account of
the District Fund beginning on March 15, [20271, and continuing each calendar
quarter thereafter until the earlier of the Maturity Date or the date on which the
Improvement Area 44 Reimbursement Balance is paid in full, (2) the Net Proceeds
of the Improvement Area #4 PID Bonds issued by the City and secured by the
Improvement Area #4 Assessments; or (3) a combination of items (1) and (2). The
Improvement Area #4 Reimbursement Balance shall be further reduced by the
costs of issuance associated with the issuance of Improvement Area #4 PID
Bonds, including any underwriter's discount, in addition to any reserve fund
deposits and capitalized interest, if any, required by the Improvement Area #4
Indenture, notwithstanding that such funds shall not actually be paid to the
Developer. Each quarterly payment to the Developer from the District Fund shall
be accompanied by an accounting from the City's Chief Financial Officer or the
City's PID Administrator that certifies the Improvement Area #4 Reimbursement
Balance as of the date of the payment and that itemizes all deposits to and
disbursements from the District Fund since the last quarterly payment. If there is a
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dispute over the amount of any quarterly payment, the City shall nevertheless pay
the undisputed amount, and the Parties shall use all reasonable efforts to resolve the
disputed amount before the next quarterly payment is due; however, if the Parties
are unable to resolve the disputed amount, the determination certified by the City's
Chief Financial Officer of the disputed amount shall control.
3.3.3 Beginning in the year in which the Improvement Area #4 PID Bonds are to be paid
in full, the City will amortize the outstanding Improvement Area 94
Reimbursement Balance in a manner that is determined by the City's Chief
Financial Officer to provide the most expedient payoff of the outstanding
Improvement Area #4 Reimbursement Balance while seeking to maintain level
reimbursement payments and taking into account Administrative Expenses
associated with the Improvement Area #4 Assessments.
3.4 PID Bonds.
3.4.1 The Parties acknowledge and agree that the District was created with the
expectation that the Parties would enter into the Master Reimbursement Agreement
and improvement -area -specific reimbursement agreements and that the City would
issue PID Bonds in satisfaction of the each improvement -area -specific
reimbursement balance in accordance with provisions set forth in each
improvement -area -specific reimbursement agreement, with the provisions for this
Area #4 Reimbursement Agreement set forth in Section 3.4.2 below. For the
avoidance of doubt, bonds for each improvement area, if issued, shall be secured
by, and paid solely from the assessments for that improvement area in accordance
with the improvement -area -specific reimbursement agreement and indenture.
While any Improvement Area #4 PID Bonds are outstanding, subject to the terms
of the Improvement Area #4 Indenture, the Developer shall only be entitled to
annual payments from the Assessment Revenues collected from thelmprovement
Area #4 Assessments to the extent any such Assessment Revenues remain
available after subtracting any amounts required to be paid, deposited or
transferred under the Improvement Area #4 Indenture, including debt service
payments on the Improvement Area #4 PID Bonds, and amounts required to be
deposited into any reserve fund. If the Improvement Area #4 PID Bonds are paid
in full prior to the Maturity Date, the City shall thereafter continue to make
payments to the Developer from the Assessment Revenue generated from the
collection Improvement Area #4 Assessments, including Annual Installments
thereof, deposited into the Improvement Area #4 Account of the District Fund until
the earlier of the Maturity Date or the date on which the Improvement Area #4
Reimbursement Balance is paid in full. The parties acknowledge that approval of
the issuance of any Improvement Area #4 Bonds by the City Council is a
governmental function within the City's sole discretion and is subject to prevailing
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state and federal law at the time of the proposed issuance.- The inability or failure
of the City to issue Improvement Area #4 Bonds shall not constitute a Failure by
the City or otherwise result in a Default by the City under this Improvement Area
#4 Reimbursement Agreement.
3.4.2 Improvement Area #4 PID Bonds will not be issued until a final plat has been
recorded for Improvement Area #5. If no final plat has been recorded with respect
to Improvement Area #5 within five (5) years of the date IA #4 Assessment
Ordinance, then no Improvement Area #4 PID Bonds will be issued, and the
payment of the Improvement Area #4 Reimbursement Balance will be limited to
quarterly payments by the City to the Developer from the Assessment Revenues
generated from the collection Improvement Area #4 Assessments, including
Annual Installments thereof, deposited into the District Fund.
3.4.3 Any Prepayments of Improvement Area #4 Assessments while any Improvement
Area #4 PID Bonds are outstanding shall be applied pursuant to the term of the
Improvement Area #4 Indenture.
3.4.4 The Improvement Area #4 PID Bonds shall have a maximum maturity date of 20
years.
3.5 Unpaid Improvement Area #4 Reimbursement Balance. If any portion of the Improvement
Area #4 Reimbursement Balance remains unpaid on the Maturity Date, such portion of the
Improvement Area #4 Reimbursement Balance shall be canceled and for all purposes this
Improvement Area #4 Reimbursement Agreement shall be deemed to have been conclusively and
irrevocably PAID IN FULL, and such portion of the Improvement Area #4 Reimbursement
Balance shall no longer be deemed to be payable. The Developer shall not be relieved of its duty
to construct or cause to be constructed the Authorized Improvements for the benefit of the Property
within Improvement Area #4 even if there are insufficient funds payable under this Improvement
Area #4 Reimbursement Agreement to pay the PID-Funded Actual Costs of the Improvement Area
#4 Funded Improvements.
3.6 Payment of Certain Assessments. The Developer agrees to pay in full the amount of any
Improvement Area #4 Assessments on each Lot that has closed with a homebuyer on or before the
date on which the Improvement Area #4 Assessment Ordinance is adopted.
3.7 City Obligations; Limitations.
3.7.1 The Improvement Area #4 Reimbursement Balance is payable to the Developer and
secured under this Improvement Area #4 Reimbursement Agreement solely as described above.
NO OTHER CITY FUNDS, REVENUE, TAXES, INCOME OR PROPERTY MAY BE
PLEDGED TO THE PAYMENT OF ANY AMOUNTS UNDER THIS IMPROVEMENT AREA
#4 REIMBURSEMENT AGREEMENT OR SHALL BE USED EVEN IF THE IMPROVEMENT
AREA #4 REIMBURSEMENT BALANCE IS NOT PAID IN FULL AT MATURITY.
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NOTWITHSTANDING ITS COLLECTION EFFORTS, IF THE CITY FAILS TO RECEIVE
ALL OR ANY PART OF THE ASSESSMENT REVENUES COLLECTED FROM THE
IMPROVEMENT AREA #4 ASSESSMENTS AND, AS A RESULT, IS UNABLE TO MAKE
ANY PAYMENT DESCRIBED HEREIN, SUCH FAILURE SHALL NOT CONSTITUTE A
FAILURE OR DEFAULT BY THE CITY UNDER THIS IMPROVEMENT AREA #4
REIMBURSEMENT AGREEMENT. THIS IMPROVEMENT AREA #4 REIMBURSEMENT
AGREEMENT AND ANY IMPROVEMENT AREA #4 PID BONDS ISSUED IN
CONNECTION HEREWITH SHALL NOT AND SHALL NEVER GIVE RISE TO OR
CREATE: (1) A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF
THE CITY OR ANY OTHER TAXING UNIT; (2) A DEBT OR OTHER OBLIGATION OF
THE CITY PAYABLE FROM ANY SOURCE OF REVENUE, TAXES, INCOME OR
PROPERTIES OF THE CITY OTHER THAN FROM (A) ASSESSMENT REVENUE
COLLECTED FROM THE IMPROVEMENT AREA #4 ASSESSMENT REVENUES
PURSUANT TO THIS IMPROVEMENT AREA #4 REIMBURSEMENT AGREEMENT, OR
(B) THE NET PROCEEDS OF ANY IMPROVEMENT AREA #4 BONDS PAYABLE FROM
SUCH ASSESSMENT REVENUE PURSUANT TO THE IMPROVEMENT AREA #4
INDENTURE; (3) ANY OBLIGATION OF THE CITY TO ISSUE PID BONDS OR OTHER
OBLIGATIONS; OR (4) ANY OBLIGATION OF THE CITY TO PAY ANY AMOUNT DUE
OR TO BECOME DUE UNDER THIS REIMBURSEMENT AGREEMENT OTHER THAN
FROM (A) ASSESSMENT REVENUE COLLECTED FROM THE IMPROVEMENT AREA 44
ASSESSMENTS PURSUANT TO THIS IMPROVEMENT AREA #4 REIMBURSEMENT
AGREEMENT, OR (B) THE NET PROCEEDS OF ANY IMPROVEMENT AREA #4 BONDS
PAYABLE FROM SUCH ASSESSMENT REVENUE PURSUANT TO THE IMPROVEMENT
AREA #4 INDENTURE.
3.7.2 None of the City or any pf its elected or appointed officials or any of its officers,
employees, consultants, or representatives shall incur any liability hereunder to the Developer or
any other party in their individual capacities by reason of this Improvement Area #4
Reimbursement Agreement or their acts or omissions under this Improvement Area #4
Reimbursement Agreement.
3.7.3 Until Improvement Area #4 PID Bonds are issued, the obligation of the City to
deposit Assessment Revenue from the collection of Improvement Area #4 Assessments, including
Annual Installments thereof, into the Improvement Area #4 Account of the District Fund is subject
only to the condition that the Improvements Completion Date has occurred. Upon the issuance of
Improvement Area #4 PID Bonds, the City shall deposit Assessment Revenue as required by the
Improvement Area 44 Indenture.
3.7.4 Notwithstanding Section 3.7.3 above, the obligation of the City to make payments
to the Developer under this Improvement Area #4 Reimbursement Agreement is subject to Section
3.7.1 above and is conditioned upon: (1) the Improvements Completion Date having occurred; (2)
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the City Engineer having certified that the Total Improvement Area #4 Assessment Amount does
not exceed eighty percent (80%) of the Actual Costs of the Authorized Improvements within
Improvement Area #4; and (3) the Developer being in compliance with its obligations under any
Developer's Continuing Disclosure Agreement, if any, entered into in connection with the issuance
of Improvement Area #4 PID Bonds. From and after the satisfaction of each of the foregoing
conditions: (1) the obligations of the City under this Improvement Area #4 Reimbursement
Agreement to make payments to the Developer shall be unconditional, and shall continue until the
Maturity Date or until the Improvement Area 44 Reimbursement Balance has been paid in full,
whichever is earlier; and (2) there shall be no conditions, defenses, or rights of offset to the
obligations of the City: (i) to make payments to the Developer from the Improvement Area #4
Account of the District Fund in accordance with this Improvement Area #4 Reimbursement
Agreement; (ii) if Improvement Area #4 PID Bonds are issued, to use the Net Proceeds thereof to
pay all or a portion of the Improvement Area #4 Reimbursement Balance and thereafter to use
Assessment Revenue from the collection of Improvement Area #4 Assessments, including Annual
Installments thereof, to pay debt service on the Improvement Area #4 PID Bonds in accordance
with this Improvement Area #4 Reimbursement Agreement and the Improvement Area #4
Indenture; and (iii), subject to Section 3.3.3, if Improvement Area #4 PID Bonds have been issued
and paid in full prior to the Maturity Date, to resume making payments to the Developer from the
Improvement Area #4 Account of the District Fund until the Maturity Date or until the
Improvement Area #4 Reimbursement Balance is paid in full, whichever is earlier.
3.8 Term. The term of this Improvement Area #4 Reimbursement Agreement shall begin on
the Effective Date and shall continue until the earlier to occur of the Maturity Date or the date on
which the Improvement Area 44 Reimbursement Balance is paid in full.
3.9 Transfers. Devco IVB, Devco V and Devco VIA each has the right to assign, convey,
transfer, mortgage, pledge, or otherwise encumber, in whole or in part without the consent of (but
with notice to) the City, their respective obligations, rights, title, or interest under this Improvement
Area #4 Reimbursement Agreement to any person or entity, including, but not limited to, their
respective rights, title, or interest in and to payments of the Reimbursement Balance, whether such
payments are made quarterly from the District Fund or from the Net Proceeds of Improvement
Area #4 PID Bonds (any of the foregoing, an "Improvement Area #4 Reimbursement Agreement
Transfer," and the person or entity to whom the Improvement Area #4 Reimbursement Agreement
Transfer is made, a "Improvement Area #4 Reimbursement Agreement Transferee"); provided,
however, that no such conveyance, transfer, assignment, mortgage, pledge, or other encumbrance
shall be made without prior written consent of the City if such conveyance, transfer, assignment,
mortgage, pledge, or other encumbrance would result in (1) the issuance of municipal securities,
and/or (2) the City being viewed as an "obligated person" within the meaning of Rule 15c2-12 of
the United States Securities and Exchange Commission, and/or (3) the City being subjected to
additional reporting or recordkeeping duties. Notwithstanding the foregoing, no Improvement
Area #4 Reimbursement Agreement Transfer shall be effective until five (5) days after written
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notice of the Improvement Area #4 Reimbursement Agreement Transfer is received by the City,
including, for each Improvement Area #4 Reimbursement Agreement Transferee, the notice
information required pursuant to Section 3.11. The City may rely on notice of an Improvement
Area #4 Reimbursement Agreement Transfer received from the Developer without obligation to
investigate or confirm the validity of the Improvement Area #4 Reimbursement Agreement
Transfer. The Developer waives all rights or claims against the City for any funds paid to an
Improvement Area #4 Reimbursement Agreement Transferee as a result of an Improvement Area
#4 Reimbursement Agreement Transfer for which the City received notice. The foregoing
notwithstanding, no Improvement Area #4 Reimbursement Agreement Transfer of payments of
the Reimbursement Balance may be pledged to the payment of debt service on public securities
issued by any state of the United States or any political subdivision thereof without the approval
of the City Council.
3.10 Applicable Law; Venue. This Improvement Area #4 Reimbursement Agreement is being
executed and delivered and is intended to be performed in the State of Texas. Except to the extent
that the laws of the United States may apply, the substantive laws of the State of Texas shall govern
the interpretation and enforcement of this Improvement Area #4 Reimbursement Agreement. In
the event of a dispute involving this Improvement Area #4 Reimbursement Agreement, venue shall
lie in any court of competent jurisdiction in Tarrant County, Texas.
3.11 Notice. Notice. Any notices, certifications, approvals, or other communications required to
be given by one Party to another under this Agreement shall 6e given in writing addressed to the
Party to be notified at the address set forth below and shall be deemed given: (i) when the notice
is delivered in person to the person to whose attention the notice is addressed with a confirming
copy sent by e-mail; (ii) 10 business days after the notice is deposited in the United States Mail,
certified or registered mail, return receipt requested, postage prepaid with a confirming copy sent
by e-mail; or (iii) when the notice is delivered by Federal Express, UPS, or another nationally
recognized courier service with evidence of delivery signed by any person at the delivery address
with a confirming copy sent by e-mail. For the purpose of giving any notice, the addresses of the
Parties are set forth below. The Parties may change the information set forth below by sending
notice of such change to the other Party as provided in this section.
If to the Cam:
City of Fort Worth
Denis McElroy, Assistant City Attorney
100 Fort Worth Trail
Fort Worth, Texas 76102
With a copy to:
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McCall, Parkhurst & Horton, L.L.P.
Attn: Jeff Leuschel
717 North Harwood, Suite 900
Dallas, Texas 75201
and:
Kelly Hart & Hallman LLP
Attn: Jonathan Cranz
201 Main Street, Suite 2500
Fort Worth, Texas 76107
If to the Developer:
QUAIL VALLEY DEVCO IVB, LLC
c/o Republic Property Group, Inc.
Attn: Zach Chadim
400 S. Record Street, Suite 1200
Dallas, Texas 75202
and:
QUAIL VALLEY DEVCO V, LLC
c/o Republic Property Group, Inc.
Attn: Zach Chadim
400 S. Record Street, Suite 1200
Dallas, Texas 75202
and:
QUAIL VALLEY DEVCO VIA, LLC
c/o Republic Property Group, Inc.
Attn: Zach Chadim
400 S. Record Street, Suite 1200
Dallas, Texas 75202 ,
With a copy to. -
Shupe Ventura, PLLC
Attn: Corey Admire
9406 Biscayne Blvd.
Dallas, TX 75218
Any Party may change its address by delivering notice of the change in accordance with this
section.
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3.12 Default/Remedies.
3.12.1 If either Party fails to perform an obligation imposed on such Party by this
Improvement Area 44 Reimbursement Agreement (a "Failure") and such Failure is not cured after
notice and the expiration of the cure periods provided in this section, then such Failure shall
constitute a "Default." If a Failure is monetary, the non -performing Party shall have thirty (30)
days within which to cure. If the Failure is non -monetary, the non -performing Party shall have
forty-five (45) days within which to cure.
3.12.2 If the Developer is in Default, the City's sole and exclusive remedy shall be to
compel performance through injunctive relief or specific performance. No Default by the
Developer shall entitle the City to terminate this Improvement Area #4 Reimbursement
Agreement. No Default by the Developer after the Improvements Completion Date shall entitle
the City to withhold payments to the Developer from the District Fund in accordance with this
Improvement Area #4 Reimbursement Agreement.
3.12.3 If the City is in Default, the Developer's sole and exclusive remedies shall be
to: (1) compel performance through injunctive relief or specific performance; and/or (2) seek
specific enforcement of this Improvement Area #4 Reimbursement Agreement. No Default by the
City shall entitle the Developer to terminate this Improvement Area #4 Reimbursement
Agreement.
3.12.4 The City shall give notice of any alleged Failure by the Developer to each
Improvement Area #4 Reimbursement Agreement Transferee identified in any notice from the
Developer, and such Improvement Area #4 Reimbursement Agreement Transferees shall have the
right, but not the obligation, to cure the alleged Failure within the same cure periods that are
provided to the Developer. The election by an Improvement Area #4 Reimbursement Agreement
Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not
obligate the Improvement Area #4 Reimbursement Agreement Transferee to be bound by this
Improvement Area #4 Reimbursement Agreement unless the Improvement Area #4
Reimbursement Agreement Transferee agrees in writing to be bound.
3.13 Remedies Outside the Agreement. Nothing in this Improvement Area #4 Reimbursement
Agreement constitutes a waiver by the City of any remedy the City may have outside this
Improvement Area #4 Reimbursement Agreement against any the Developer, any Improvement
Area #4 Reimbursement Agreement Transferee, or any other person or entity involved in the
design, construction, or installation of the Authorized Improvements. The obligations of the
Developer hereunder shall be those of a party hereto and not as an owner of property in the PID.
Nothing herein shall be construed as affecting the City's or the Developer's rights or duties to
perform their respective obligations under other agreements, use regulations or subdivision
requirements relating to the development of property in the PID.
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3.14 Employment of Undocumented Workers. During the term of this Agreement, the
Developer agrees not to knowingly employ any undocumented workers and, if convicted of a
violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted herein
within 120 days after the date the Developer is notified by the City of such violation, plus interest
at the rate of six percent (6%) compounded annually from the date of violation until paid. Pursuant
to Section 2264.101(c), Texas Government Code, a business is not liable for a violation of Chapter
2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business
contracts.
3.15 Statutory Verifications. The Developer makes the following representations and covenants
pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended, in
entering into this Improvement Area #4 Reimbursement Agreement (the "Verifications"). As used
in such Verifications, the Developer understands 'affiliate' to mean an entity that controls, is
controlled by, or is under common control with the Developer within the meaning of SEC Rule
405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such Verifications
during the term of this Improvement Area #4 Reimbursement 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 contained in this Agreement to the
contrary.
3.15.1 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 this Agreement. As used in the
foregoing verification, 'boycott Israel,' has the meaning in Section 2271.001, Texas
Government Code, by reference to Section 808.001(1), Texas Government Code, and
means refusing to deal with, terminating business activities with, or otherwise taking any
action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -
controlled territory, but does not include an action made for ordinary business purposes.
3.15.2 Iran, Sudan and Foreign Terrorist Organizations. The Developer represents
that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and
other affiliates is a company identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas
Government Code, as amended. 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.
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3.15.3 No Discrimination Against Fossil Fuel 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 this Agreement. As used in the foregoing verification, "boycott energy
companies" has the meaning in Section 2276.001(1), Texas Government Code, by
reference to Section 809.001, Texas Government Code, and means, without an ordinary
business purpose, refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations with a company because the company (A) engages in the exploration,
production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy
and does not commit or pledge to meet environmental standards beyond applicable federal
and state law; or (B) does business with a company described by (A) above.
3.15.4 No Discrimination Against Firearm Entities and Firearm Trade
Associations. 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 this Improvement Area 44 Reimbursement Agreement. As used in the foregoing
verification and the following definitions:
(a) 'discriminate against a firearm entity or firearm trade association,' has the meaning
in Section 2274.001(3), Texas Government Code, and means: (A) with respect to
the firearm entity or firearm trade association, to (i) refuse to engage in the trade of
any goods or services with the firearm entity or firearm trade association based
solely on its status as a firearm entity or firearm trade association, (ii) refrain from
continuing an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association,
or (iii) terminate an existing business relationship with the firearm entity or firearm
trade association based solely on its status as a firearm entity or firearm trade
association, and (B) does not include: (i) the established policies of a merchant,
retail seller, or platform that restrict or prohibit the listing or selling of ammunition,
firearms, or firearm accessories and (ii) a company's refusal to engage in the trade
of any goods or services, decision to refrain from continuing an existing business
relationship, or decision to terminate an existing business relationship (aa) to
comply with federal, state, or local law, policy, or regulations or a directive by a
regulatory agency or (bb) for any traditional business reason that is specific to the
customer or potential customer and not based solely on an entity's or association's
status as a firearm entity or firearm trade association;
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1920.020\1076646.4
(b) 'firearm entity,' has the meaning in Section 2274.001(6), Texas Government Code,
and means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms
(defined in Section 2274.001(4), Texas Government Code, as weapons that expel
projectiles by the action of explosive or expanding gases), firearm accessories
(defined in Section 2274.001(5), Texas Government Code, as devices specifically
designed or adapted to enable an individual to wear, carry, store, or mount a firearm
on the individual or on a conveyance and items used in conjunction with or mounted
on a firearm that are not essential to the basic function of the firearm, including
detachable firearm magazines), or ammunition (defined in Section 2274.001(1),
Texas Government Code, as a loaded cartridge case, primer, bullet, or propellant
powder with or without a projectile) or a sport shooting range (defined in Section
250.001, Texas Local Government Code, as a business establishment, private club,
or association that operates an area for the discharge or other use of firearms for
silhouette, skeet, trap, black powder, target, self-defense, or similar recreational
shooting); and
(c) 'firearm trade association,' has the meaning in Section 2274.001(7), Texas
Government Code, and means any person, corporation, unincorporated association,
federation, business league, or business organization that (i) is not organized or
operated for profit (and none of'the net earnings of which inures to the benefit of
any private shareholder or individual), (ii) has two or more firearm entities as
members, and (iii) is exempt from federal income taxation under Section 501(a),
Internal Revenue Code of 1986, as an organization described by Section 501(c) of
that code.
3.16 Form 1295. The Parties acknowledge and agree that Developer submitted to the City a
completed Form 1295 generated by the Texas Ethics Commission's (the "TEC") electronic filing
application in accordance with the provisions of Section 2252.908 of the Texas Government Code
and the rules promulgated by the TEC (the "Form 1295") at the time Developer submitted its
signature page to this Agreement. The City hereby confirms timely receipt of the Form 1295 from
the Developer pursuant to Section 2252.908, and the City agrees to acknowledge such form with
the TEC through its electronic filing application system not later than the 30th day after the receipt
of such form. The City waives all claims related to the validity and enforceability of this
Agreement to the extent such claims are based on noncompliance with Section 2252.908, Texas
Government Code.
3.17 Entire Agreement; Amendment. This Improvement Area #4 Reimbursement Agreement
supersedes all prior agreements (whether written or oral) between the Parties regarding the subject
matter hereof and constitutes the only agreement between the Parties with regard to the subject
matter hereof. For the avoidance of doubt, the Master Reimbursement Agreement remains in full
force and effect with respect to any other applicable improvement area and is not superseded with
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1920.020\ 1076646.4
respect to any other improvement area by this Improvement Area #4 Reimbursement Agreement.
In the event of any conflict between this Improvement Area #4 Reimbursement Agreement and
any other instrument, document, or agreement to which either Parry is a party or by which either
Party is bound, the provisions and intent oft is Improvement Area #4 Reimbursement Agreement
shall control. This Improvement Area #4 R imbursement Agreement may only be amended by
written agreement of the Parties.
3.18 Severability. If any provision of this improvement Area #4 Reimbursement Agreement is
held invalid by any court, such holding shall not affect the validity of the remaining provisions.
3.19 Non -Waiver. The failure by a Party to insist upon the strict performance of any provision
of this Improvement Area #4 Reimbursement Agreement by the other Party, or the failure by a
Party to exercise its rights upon a Default by the other Party, shall not constitute a waiver of such
Parry's right to insist and demand strict compliance by such other Party with the provisions of this
Improvement Area #4 Reimbursement Agreement.
3.20 Third Party Beneficiaries. Nothing in this Improvement Area 44 Reimbursement
Agreement is intended to or shall be construed to confer upon any person or entity other than the
City and the Developer (including Developer's Improvement Area #4 Reimbursement Agreement
Transferees following a transfer) any rights under or by reason of this Improvement Area #4
Reimbursement Agreement. All provisions of this Improvement Area #4 Reimbursement
Agreement shall be for the sole and exclusive benefit of the City and the Developer (including
Developer's Improvement Area 44 Reimbursement Agreement Transferees following an
Improvement Area #4 Reimbursement Agreement Transfer).
3.21 Counterparts. This Improvement Area #4 Reimbursement Agreement may be executed in
multiple counterparts, which, when taken together, shall be deemed one original. This
Improvement Area #4 Reimbursement Agreement may be delivered by the exchange of signed
signature pages by facsimile transmission or by electronic mail with a "pdf' copy or other
replicating image attached, and any printed or copied version of any signature page so delivered
shall have the same force and effect as an originally signed version of such signature page.
3.22 Representations and Warranties.
3.22.1 Devco IVB represents and warrants to the City that: (1) Devco IVB has the
authority to enter into and perform its obligations under this Improvement Area #4 Reimbursement
Agreement; (2) Devco IVB has the financial resources, or the ability to obtain sufficient financial
resources, to meet its obligations under this Improvement Area #4 Reimbursement Agreement; (3)
the person executing this Improvement Area #4 Reimbursement Agreement on behalf of Devco
IVB has been duly authorized to do so; (4) this Improvement Area #4 Reimbursement Agreement
is binding upon Devco IVB in accordance with its terms; and (5) the execution of this Improvement
Area #4 Reimbursement Agreement and the performance by Devco IVB of its obligations under
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1920.020\1076646.4
this Improvement Area #4 Reimbursement Agreement do not constitute a breach or event of
default by Devco IVB under any other agreement, instrument, or order to which Devco IVB is a
party or by which Devco IVB is bound.
3.22.2 Devco V represents and warrants, on behalf of itself and Devco I, to the City
that: (1) Devco V has the authority to enter into and perform its obligations under this Improvement
Area #4 Reimbursement Agreement; (2) Devco V has the financial resources, or the ability to
obtain sufficient financial resources, ,to meet its obligations under this Improvement Area #4
Reimbursement Agreement; (3) the person executing this Improvement Area #4 Reimbursement
Agreement on behalf of Devco V has been duly authorized to do so; (4) this Improvement Area
44 Reimbursement Agreement is binding upon Devco V in accordance with its terms; and (5) the
execution of this Improvement Area #4 Reimbursement Agreement and the performance by Devco
V of its obligations under this Improvement Area #4 Reimbursement Agreement do not constitute
a breach or event of default by Devco V or Devco I under any other agreement, instrument, or
order to which Devco V or Devco I is a parry or by which Devco V or Devco I is bound.
3.22.3 Devco VIA represents and warrants to the City that: (1) Devco VIA has the
authority to enter into and perform its obligations under this Improvement Area #4 Reimbursement
Agreement; (2) Devco VIA has the financial resources, or the ability to obtain sufficient financial
resources, to meet its obligations under this Improvement Area #4 Reimbursement Agreement; (3)
the person executing this Improvement Area #4 Reimbursement Agreement on behalf of Devco
VIA has been duly authorized to do so; (4) this Improvement Area #4 Reimbursement Agreement
is binding upon Devco VIA in accordance with its terms; and (5) the execution of this Improvement
Area #4 Reimbursement Agreement and the performance by Devco VIA of its obligations under
this Improvement Area #4 Reimbursement Agreement do not constitute a breach or event of
default by Devco VIA under any other agreement, instrument, or order to which Devco VIA is a
party or by which Devco VIA is bound.
3.22.4 Devco IVB, Devco V and Devco VIA each represent and warrant to the City
that with regard to the obligations of the "Developer" under this Improvement Area #4
Reimbursement Agreement, Devco IVB, Devco V and Devco VIA are jointly and severally liable
for such obligations unless and until either of them has transferred such obligations, in whole or in
part, pursuant to Section 3.9. In the event of an Improvement Area #4 Reimbursement Agreement
Transfer by either Devco NB, Devco V or Devco VIA of all or any of its obligations under this
Improvement Area #4 Reimbursement Agreement pursuant to Section 3.9, the Improvement Area
#4 Reimbursement Agreement Transferee shall only be liable to the extent of the obligations that
are the subject of the Improvement Area 44 Reimbursement Agreement Transfer and shall not be
jointly liable with the Developer or with any other Improvement Area #4 Reimbursement
Agreement Transferee for any other obligations under this Improvement Area #4 Reimbursement
Agreement.
23
1920.020\1076646.4
3.22.5 The City represents and warrants to Developer that: (1) the City has the
authority to enter into and perform its obligations under this Improvement Area #4 Reimbursement
Agreement; (2) the person executing this Improvement Area #4 Reimbursement Agreement on
behalf of the City has been duly authorized to do so; (3) this Improvement Area #4 Reimbursement
Agreement is binding upon the City in accordance with its terms; and (4) the execution of this
Improvement Area #4 Reimbursement Agreement and the performance by the City of its
obligations under this Improvement Area #4 Reimbursement Agreement do not constitute a breach
or event of default by the City under any other agreement, instrument, or order to which the City
is a party or by which the City is bound.
[Remainder of page left blank intentionally. Execution pages follow.]
24
1920.020\ 1076646.4
DEVELOPER:
QUAIL VALLEY DEVCO IVB, LLC
a Texas limited liability company
By: RPG QVR, LLC
its manager
By:
Name: Jake Wag er
Title: Co -CEO
QUAIL VALLEY DEVCO V, LLC
a Texas limited liability company
By: RPG QVR, LLC
its manager
By: A)Kc��
Name: Jake Wagn r
Title: Co -CEO
QUAIL VALLEY DEVCO VIA, LLC
a Texas limited liability company
By: RPG QVR, LLC
its manager
By: '� (?/j n "
Name: Jake Wagner
Title: Co -CEO
Developer Signature Page
Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #4 Reimbursement Agreement
EXECUTED to be effective as of the Effective Date.
CITY OF FORT WORTH, TEXAS
Nam
Title
ATTEST:
9 I:u �
y Secretary
APPROVED AS TO FORM:
Name: s
Title: Assistant Cijy Attome
JRHCUAL RECORD
��� �'y �WMETARY
* OITH* TX
City Signature Page -------
Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #4 Reimbursement Agreement
1920.020\ 1076646.4
SCHEDULEI
NOTICE OF TRANSFER
Schedule I
Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Improvement Area #4 Reimburserrent Agreement
1920.020\1076646.4
SHUPE VENTURA, PLLC
9406 Biscayne Blvd.
Dallas, Texas 75218
214.328.1101
April 21, 2026
VIA EMAIL AND CERTIFIED MAIL
City of Fort Worth, Texas
Attn: Jay Chapa, City Manager
Denis McElroy, Assistant City Attorney
200 Texas St.
Fort Worth, Texas 76102
Corey Admire
Attorney
9406 Biscayne Blvd.
Dallas, Texas 75218
214.328.1100
Corey.Admire@svlandlaw.com
Re: Notice of Transfer of Master Reimbursement Agreement related to Improvement Area #4 of Fort
Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley)
Dear Ms. Burghdoff and Mr. McElroy,
Pursuant to Section 13 of the Master Reimbursement Agreement for Fort Worth Public
Improvement District No. 16 (Walsh Ranch/Quail Valley) (the "Master Reimbursement Agreement' ), I
am providing notice of a Transfer of all obligations, rights, title and interest related to "Improvement Area
#4" (as defined in the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley), City
of Fort Worth, Texas, Service and Assessment Plan, approved May 2, 2017, as updated for Improvement
Area #2 on September 1, 2020, as updated for Improvement Area #3 on September 27, 2022, and as to be
further updated for Improvement Area #4 on May 12, 2026) by Walsh Ranches Limited Partnership, a
Texas limited partnership ("Walsh Ranches") and Quail Valley Devco I, LLC, a Texas limited liability
company ("Devco I") to Quail Valley Devco IVB, LLC, a Texas limited liability company ("Devco
IVB"), Quail Valley Devco V, LLC, a Texas limited liability company ("Devco V") and Quail Valley
VIA, LLC, a Texas limited liability company ("Devco VIA", and together with Devco IVB and Devco V,
the "Assignees"). The Assignees are entities affiliated with Devco'I. A copy of the assignment is
enclosed along with contact information of the Assignees for purposes of Section 18 of the Master
Reimbursement Agreement.
Sincerely,
Corey Admire
cc: Denis McElroy, City of Fort Worth, Texas (by email)
Jonathan Cranz, Kelly Hart & Hallman, LLP (by email)
Chris Settle, McCall, Parkhurst & Horton, L.L.P. (by email)
Ryan Dickerson, Walsh Ranches Limited Partnership
Jake Wagner, Quail Valley Devco I, LLC c/o Republic Property Group, Inc.
Zach Chadim, Quail Valley Devco I, LLC, Quail Valley Devco IVB, LLC, Quail Valley
Devco V, LLC and Quail Valley Devco VIA, LLC c/o Republic Property Group, Inc.
Cheryl Turner, Republic Property Group
1920.020\1080040.2
Notice Information for Assignees:
QUAIL VALLEY DEVCO IVB, LLC
c/o Republic Property Group, Inc.
Attn: Zach Chadim
400 S. Record Street, Suite 1200
Dallas, Texas 75202
and:
QUAIL VALLEY DEVCO V, LLC
c/o Republic Property Group, Inc.
Attn: Zach Chadim
400 S. Record Street, Suite 1200
Dallas, Texas 75202
and:
QUAIL VALLEY DEVCO VIA, LLC
c/o Republic Properly Group, Inc.
Attn: Zach Chadim
400 S. Record Street, Suite 1200
Dallas, Texas 75202
With a copy to:
SHUPE VENTURA, PLLC
Attn: Corey Admire
9406 Biscayne Blvd.
Dallas, TX 75218
1920.020\1080040.2
ASSIGNMENT OF RIGHTS TO REIMBURSEMENT PROCEEDS
UNDER MASTER REIMBURSEMENT AGREEMENT
This Assignment of Rights to Reimbursement Proceeds Under Master Reimbursement
Agreement (this "Assignment") is entered into by and among WALSH RANCHES LIMITED
PARTNERSHIP, a Texas limited partnership ("WRLP") and QUAIL VALLEY DEVCO I,
LLC, a Texas limited liability company ('Devco I"; WRLP and Devco I are referred to herein
collectively as "Assignor"), QUAIL VALLEY DEVCO IVB, LLC, a Texas limited liability
company ('Devco IVB"), QUAIL VALLEY DEVCO V, LLC, a Texas limited liability company
('Devco V"), and QUAIL VALLEY DEVCO VIA, LLC, a Texas limited liability company
('Devco VIA"; together with Devco IVB and Devco V, the "Improvement Area #4 Developer"
or "Assignee"), effective as of February 1, 2026 (the "Effective Date").
RECITALS:
WHEREAS, in August of 2016, WRLP and Devco I filed a petition seeking to establish
a public improvement district to undertake improvements within a designated area consisting of
approximately 1,703 acres of land (the "Property"), to be developed as single-family housing
and constituting the first phase of a master planned, mixed use development known as "Walsh
Ranch" or "Walsh"; and
WHEREAS, in September of 2016, the Fort Worth City Council authorized the creation
of the Fort Worth Public Improvement District No. 16 (Walsh Ranch/Quail Valley) (the
"Quail Valley PID"), a public improvement district covering the Property, created by the City of
Fort Worth, Texas (the "City") in accordance with Chapter 372 of the Texas Local Government
Code, as amended (the "PID Act") for the purpose of financing certain public improvements (the
"Authorized Improvements") that benefit the property within the Quail Valley PID, including
the Improvement Area #4 Property (as defined below); and
WHEREAS, on July 17, 2017, the City and Assignor entered into that certain Master
Reimbursement Agreement for Fort Worth Public Improvement District No. 16 (Walsh
Ranch/Quail Valley) (the "Master Reimbursement Agreement"), setting forth certain terms and
conditions for the reimbursement to Assignor of the costs of certain improvements within the Quail
Valley PID, not to exceed the sum of Forty-seven Million Dollars ($47,000,000.00) (such amount
referred to herein as the "Maximum Reimbursement"), recognizing that the improvements would
be developed in phases over the course of several years, and the parties agreed to use good faith
efforts to agree upon phase specific documents for each phase pertaining to the financing of certain
Authorized Improvements in each phase of the Quail Valley PID for the special benefit of assessed
property within that phase, and agreeing upon the portion of the Maximum Reimbursement
allocated to each phase; and
WHEREAS, the Improvement Area #4 Developer is the owner and developer of
approximately 450.642 acres of land consisting of construction phases "PA413", "PASA", "PASB ",
"PASD" and "PA6A" located in Tarrant County and Parker County, Texas (the "Improvement
Area #4 Property"), which Improvement Area #4 Property is located within the larger "Walsh
Ranch" development; and
1920.020\1077152.3
WHEREAS, the Improvement Area #4 Property constitutes "Improvement Area #4"
("Improvement Area #4") of the Quail Valley PID; and
WHEREAS, the Authorized Improvements benefitting the Improvement Area #4
Property, being located within Improvement Area #4 (the "Improvement Area #4 Funded
Improvements") have been or will be constructed by the Improvement Area #4 Developer in
accordance with the PID Act and that certain Fort Worth Public Improvement District No. 16
(Walsh Ranch / Quail Valley), City of Fort Worth, Service and Assessment Plan, including the
Assessment Roll(s) (as the same may be amended and updated from time to time, the "Service and
Assessment Plan"); and
WHEREAS, in connection with the financing of the Improvement Area #4 Funded
Improvements, the Fort Worth City Council intends to adopt an ordinance (the "Improvement
Area #4 Assessment Ordinance") approving the Service and Assessment Plan, including the
Assessment Roll(s), and levying special assessments (the "Improvement Area #4 Assessments")
for the purpose of financing the Improvement Area #4 Funded Improvements on benefitted
property within the Quail Valley PID, including the Improvement Area 44 Property; and
WHEREAS, with respect to the levy of the Improvement Area #4 Assessments, and the
financing of the Improvement Area 44 Funded Improvements, the undersigned acknowledge and
agree that the Improvement Area #4 Developer has incurred costs and expenses in connection with
construction of the Improvement Area 44 Funded Improvements and, therefore, Assignor hereby
now desires to assign to the Improvement Area #4 Developer any and all rights to reimbursement
of any portion of the Maximum Reimbursement that may be paid to Assignor pursuant to the
Master Reimbursement Agreement with respect to the reimbursement to Assignor of the costs of
the Improvement Area #4 Funded Improvements, including any proceeds of bonds to be issued for
the Improvement Area #4 Funded Improvements;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
I . Assignor hereby assigns to the Improvement Area #4 Developer, all right, title, and interest
of Assignor in and to any and all reimbursement proceeds payable by the City to Assignor
under the Master Reimbursement Agreement for any portion of the Maximum
Reimbursement for costs associated with the Improvement Area #4 Funded Improvements
(collectively, the "Assigned Improvement Area #4 Reimbursables"), including any
reimbursement amounts that may be payable from Improvement Area #4 Assessments and
from proceeds of bonds to be issued in the future with respect to reimbursement of costs
related to the Improvement Area #4 Funded Improvements.
2. The Improvement Area 44 Developer hereby accepts such assignment of the Assigned
Improvement Area #4 Reimbursables and assumes and agrees to comply with and perform
all obligations under the Quail Valley PID, the Master Reimbursement Agreement, the
Service and Assessment Plan, the Improvement Area #4 Assessment Ordinance and related
documents to the extent the same relate to the Assigned Improvement Area #4
Reimbursables and/or Improvement Area #4 (collectively, the "Assumed Obligations").
Improvement Area 94 Developer hereby agrees to indemnify, defend, release and hold
2
1920.020\1077152.3
harmless Assignor from and against any and all claims, suits, losses, liens, liability, costs
and expenses suffered or incurred by Assignor that directly or indirectly result from or in
any way relate to the Improvement Area #4, the Assigned Improvement Area #4
Reimbursables, or the Assumed Obligations.
3. Assignor and the Improvement Area #4 Developer acknowledge and agree that all sums
payable to the Improvement Area 44 Developer pursuant to Paragraph 1 are governed by
the terms of the Master Reimbursement Agreement, and Assignor is hereby released from
any of its obligations (except as set forth in Paragraph 4 below) under the Master
Reimbursement Agreement to the extent related to the Assigned Improvement Area #4
Reimbursables and/or Improvement Area #4.
4. By execution of this Assignment, Assignor and the Improvement Area #4 Developer each
agree to execute releases and receipts of payment in forms acceptable to the City and/or
the Quail Valley PID in connection with all sums payable pursuant to Paragraph 1.
Notwithstanding any provision of the Master Reimbursement Agreement, Assignor and the
Improvement Area 44 Developer hereby agree that all sums payable to Assignor for the
Improvement Area #4 Funded Improvements pursuant to the Master Reimbursement
Agreement shall be paid directly to the Improvement Area #4 Developer, including any
proceeds of bonds to be issued in the future by the Quail Valley PID to the extent the same
are related solely to Improvement Area #4 and that the City and Quail Valley PID may rely
upon this Assignment to do so.
6. Assignor hereby agrees that WRLP and Devco I, respectively, will execute and deliver all
such other commercially reasonable assignments and instruments as might be required or
necessary to vest title to the Assigned Improvement Area 44 Reimbursables in the
Improvement Area #4 Developer, so that the same will be paid directly to the Improvement
Area #4 Developer.
7. This Assignment may be executed in multiple counterparts, which, when taken together
shall be deemed one original. This Assignment may be delivered by the exchange of signed
signature pages by electronic mail in a portable document format (PDF) or other replicating
image attached, and any printed or copied version of any signature page so delivered shall
have the same force and effect as an originally signed version of such signature page.
[EXECUTION PAGES FOLLOW]
1920.020\1077152.3
IN WITNESS WHEREOF, the parties have executed this Assignment in multiple copies,
each of which shall be deemed an original of equal dignity, as of the Effective Date.
ASSIGNOR:
WALSH RANCHES LIMITED PARTNERSHIP,
a Texas limited partnership
By: Walsh North Star Company, LLC
a Delaware limited liability company,
its General Partner y
By._;� I lsff/�_ ,
Name:
Title: U ` �
QUAIL VALLEY DEVCO 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:
4
1920.020\1077152.3
IN WITNESS WHEREOF, the parties have executed this Assignment in multiple copies,
each of which shall be deemed an original of equal dignity, as of the Effective Date.
ASSIGNOR:
WALSH RANCHES LIMITED PARTNERSHIP,
a Texas limited partnership
By: Walsh Not Star Company, LLC
a Delaware limited liability company,
its General Partner
By:_
Name:
Title:
QUAIL VALLEY DEVCO 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
4
By: RPG, LLC,
a Texas limited liability company,
its General Partner
By:
Name: _37e Ire (eM W
Title: C,n-- C-f
1920.020\1077152.3
ASSIGNEE/IMPROVEMENT AREA #4 DEVELOPER:
QUAIL VALLEY DEVCO IVB, LLC
a Texas limited liability company
By: RPG QVR, LL , it ma ager
By: zw�� —
Jake Wagner bv
Co -CEO
QUAIL VALLEY DEVCO V, LLC
a Texas limited liability company
By: RPG QVJLL, its ana r
1-21
By:
Jake Wagner
Co -CEO
QUAIL VALLEY DEVCO VIA, LLC
a Texas limited liability company
By: RPG QVR, n
By:
Jake Wagner
Co -CEO
R
1920.020\1077152.3
M&C Review Page 1 of 4
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORT
IVORTH
Create New From This M&C
DATE: 5/12/2026 REFERENCE NO.: M&C 26-0405 LOG NAME: 03QUAIL VALLEY
PID FY2026 (NAI#4)
CODE: G TYPE: NON- PUBLIC CONSENT HEARING: NO
SUBJECT: (CD 3) Conduct Public Hearing to Consider the Levying of Special Assessments in
Improvement Area No. 4 of Fort Worth Public Improvement District No. 16 Walsh
Ranch/Quail Valley and Adopt Ordinance (1) Levying Special Assessments on the
Property Located in Improvement Area No. 4 of the Walsh Ranch/Quail Valley Public
Improvement District, (2) Approving Service and Assessment Plan Update for the Walsh
Ranch/Quail Valley Public Improvement District, (3) Approving Assessment Roll for the
Walsh Ranch/Quail Valley Public Improvement District, and (4) Ordaining Other Matters
Related Thereto; Adopt a Resolution Approving Reimbursement Agreements with QUAIL
VALLEY DEVCO IVB, LLC, QUAIL VALLEY DEVCO V, LLC and QUAIL VALLEY
DEVCO VIA, LLC, for the Construction, Acquisition, and Financing of Improvements
within Improvement Area No. 4 of the Fort Worth Public Improvement District No. 16
Walsh Ranch/Quail Valley; Authorize Execution of a Majority Landowner Agreement; and
Authorize an Amendment to the Master Reimbursement Agreement to Reflect Previously
Approved Updated Total Reimbursable Costs of Authorized Improvements
(PUBLIC HEARING - a. Staff Available for Questions: Crystal Hinojosa; b. Public
Comment; c. Council Action: Close Public Hearing and Act on M&C)
RECOMMENDATION:
It is recommended that the City Council:
1. Conduct a public hearing concerning the proposed special assessments to be levied on the
property located in Improvement Area No. 4 of the Walsh Ranch/Quail Valley Public
Improvement District with collection to begin in Fiscal Year 2027;
2. Adopt the attached ordinance (1) levying special assessments on the property located in
Improvement Area No. 4 of the Walsh Ranch/Quail Valley Public Improvement District, (2)
approving the Service and Assessment Plan Update, (3) approving the Assessment Roll, and
(4) ordaining other matters related thereto;
3. Adopt the attached resolution approving the Reimbursement Agreement with the Developers
setting forth the terms governing the construction, acquisition and financing of the
improvements in Improvement Area No. 4 of the Walsh Ranch/Quail Valley Public
Improvement District, including the use of the special assessment revenues;
4. Authorize execution of a Majority Landowner Agreement with the Developers, outlining
responsibilities associated with coordination of notices and payment of assessments for land
in Improvement Area No. 4 that is not owned by Developers; and
5. Authorize an amendment to the Master Reimbursement Agreement for Public Improvement
District No. 16 Walsh Ranch/Quail Valley to reflect updated total reimbursable costs of
authorized improvements as approved by Resolution 6031-12-2024.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to conduct a public hearing,
approve the Service and Assessment Plan, approve the Assessment Roll, authorize a
Reimbursement Agreement with QUAIL VALLEY DEVCO IVB, LLC, QUAIL VALLEY DEVCO V,
LLC and QUAIL VALLEY DEVCO VIA, LLC, (collectively, Developers), authorize execution of a
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=34448&councildate=5/12/2O26 5/15/2026
M&C Review
Page 2 of 4
Majority Landowner Agreement, and ordain other matters related thereto and intend to address
Improvement Area No. 4 of the Walsh Ranch/Quail Valley PID, which is the fourth phase of
development. In September 2016, the City Council approved the creation of the Walsh Ranch/Quail
Valley Public Improvement District (PID), encompassing approximately one-fourth of the entire Walsh
Ranch property, as a vehicle to reimburse developers for certain infrastructure costs. Full
development of the Quail Valley PID will encompass seven phases that occur over several years as
phases of the Quail Valley PID are developed.
On April 28, 2026, the City Council adopted Resolution No. 6296-04-2026 concerning certain matters
related to the Quail Valley PID, including the following: (1) determining the costs of certain public
improvements; (2) accepting a preliminary service and assessment plan update, including a proposed
assessment roll; (3) directing the filing of the proposed updated assessment roll with the City
Secretary; (4) calling for a public hearing to consider the ordinance levying special assessments on
property located within the area defined as Improvement Area No. 4 of the Quail Valley PID; and (5)
directing staff to publish and mail notice of this public hearing to the property owners liable for
payment of the special assessment.
The proposed special assessments to be levied on each property in Improvement Area No. 4 of the
Quail Valley PID. As outlined in the Service and Assessment Plan Update, improvements in the
amount of $24,190,000.00 are to be funded by the special assessments. The special assessments
will be levied across 770 residential units (representing 450.6421 acres) and collected over a 30-year
period. The 770 lots are divided into nine categories, with each category represented by lot width
and/or type. Widths including categories as follows: 35 feet, 50 feet, 55 feet, 60 feet, 70 feet, 80 feet,
One -Acre Custom, and two additional lot types including townhomes and 4-pack units. Assessments
will be allocated as follows:
Lot Size
# of Lots
Annual Installment
35 feet
61
$1,707.00
50 feet
158
2,150.00
55 feet
146
1 2,238.00
60 feet
143
2,642.00
70 feet
123
3,271.00
80 feet
17
3,773.00
One -Acre Custom
42
5,400.00
Townhome
52
1,546.00
4-pack Home
28
$1,658.00
The above shown amounts are calculated using an interest rate of 6.60\% per annum.
In addition to the $24,190,000.00 of improvements funded by the special assessments, the
developers are constructing, without reimbursement from the Quail Valley PID, additional
improvements in the amount of $38,297,848.00, bringing the total costs of improvements in the PID
to $62,487,848.00.
The Developers are responsible for managing all construction and the associated Agreements for the
development of the lots and residential units within Improvement Area #4 of the Fort Worth Public
Improvement District No. 16 (Walsh Ranch/Quail Valley). Beginning in 2027, the City will begin to
make quarterly payments to the Developers in satisfaction of the Reimbursement Amount from the
special assessments revenues, less any administrative fees, once the Developer submits payment
requisitions. The Reimbursement Amount for Improvement Area No. 4 will be paid over a maximum
period of 30 years. Until bonds, if any, are issued, the Developer will be entitled to interest on the
unpaid Reimbursement Amount at the rate of 6.60 percent. If any portion of the Reimbursement
Amount remains unpaid after the City has elected to issue bonds and those bonds have been repaid
in full, the interest rate on the unpaid Reimbursement Amount will be the same as the interest rate on
the bonds. It is anticipated that within five years, provided that the Developers have satisfied certain
obligations designed to ensure the rapid development of the entire Fort Worth Public Improvement
http://apps.cfwnet.org/council_packet/mc review.asp?ID=34448&councildate=5/12/2026 5/15/2026
M&C Review
Page 3 of 4
District No. 16 (Walsh Ranch/Quail Valley), the City will explore options to accelerate the
reimbursement of the Developers by issuing debt secured by a portion of the special assessments.
In order to maintain the Developer's construction schedule, portions of the property in Improvement
Area No. 4 have been sold to home developers and individual homeowners. As reflected in the
Reimbursement Agreement, Developers have agreed to assume responsibility for the payment of PID
assessments for properties already sold to individual homeowners. The Majority Landowner
Agreement addresses the responsibilities of the Developers and City with respect to notices,
assurances, and payment of assessments for property in Improvement Area No. 4 that is not owned
by the Developers.
Lastly, on December 10, 2024, City Council adopted Resolution No. 6031-12-2024, acknowledging
and approving an increase in total estimated reimbursable costs of authorized improvements in the
District from $47,000,000.00 to $92,000,000.00 pursuant to the preclearance received from the Public
Finance Division of the Office of the Attorney General of Texas. This M&C will formally authorize a
corresponding amendment to the Master Reimbursement Agreement (CSC No. 49300) to reflect this
updated estimate of the reimbursable costs of authorized improvements in the District.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the
Fiscal Year 2026 Budget. While no current year impact is anticipated from this action, any effect on
expenditures and revenue will be budgeted in future Fiscal Years and will be included in the long-
term financial forecast.
TO
Fund Department Account Project Program Activity Budget I Reference # I Amount
ID I I ID I I I Year I (Chartfield 2)
partment Account Project Program Activity Budget Reference # Amount
ID I I ID I I I Year (Chartfield 2)
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Christianne Simmons (6222)
Brady Kirk (8712)
ATTACHMENTS
Fort Worth Quail Valley
PID 2026
HA #41- Improvement Area #4 Majority Landowner Agreement
-Form 1295 (executed)(1088257.1).pdf
(CFW Internal)
Fort Worth Quail Valley
PID 2026
fIA #41- Improvement Area #4 Reimbursement Agreement -
Form 1295 (executed)(1088256.1).Of
(CFW Internal)
Fort Worth Quail Valley
PID 2026
[IA #41— Resolution Approving Reimbursement
Agreement .pdf (Public)
Fort Worth Quail Valley
PID 2026
[IA #4] — SAP & Assessment Ordinance Final (1).pdf (Public)
Fort Worth Quail Vallev
PID 2026 IA #4 - Improvement Area #4 Maiority Landowner Agreement
(1077155.2).pdf (Public)
Walsh Ranch PID SAP IA #4 RA Final (1)..pdf (Public)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=34448&councildate=5/12/2026 5/15/2026
M&C Review
Page 4 of 4
Walsh Ranch Quail Valley PID 2026 (IA #41- IA #4 Reimbursement Agreement with Schedule I
(1088114.1).pdf (Public)
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CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1 - 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2026-1451543
Quail Valley Devco VIA, LLC
Dallas, TX United States
Date Filed:
04/22/2026
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Fort Worth
Date Acknowledged:
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
Quail Valley PID IA #4
Majority Landowner Agreement
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
5
Check only if there is NO Interested Party.
X
6
UNSWORN DECLARATION
My name is ZtiG wall and my date of birth is
M L16S. �d ii�s 5-LoZ LA,s
y address is � G LD< c� S rx , T
(city) (state) (zip code) (country)
I declare underpenalty of perjury that the foregoing is true and correct.
/ "��1
Executed in `-' fi'�' V County, State of G U on the 2day of al 20�.
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.b6ef2aab
FoRTWORTH,
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name:
Subject of the Agreement:
Improvement Area #4 Majority Landowner Agreement; Improvement Area #4 Reimbursement Agreement
M&C Approved by the Council? * Yes 8 No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No R If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: M aq 12, Zo Z co Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes 8 No ❑
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ❑ No 8
Contracts need to be routed for CSO processing in the followingorder:
rder:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
FORTWORTH'
Routing and Transmittal Slip
DOCUMENT TITLE:
Fort Worth Public Improvement District 16 Walsh Ranch IA#4 Reimbursement Agreement; 4 copies
need original signatures
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City
Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first when applicable.
DATE: 5/26/26
TO:
1. Holly Fortes x7687 return after signing)
INITIALS
DATE OUT
2. Trey Qualls, Attorney
3. Dana Burghdoff, ACM
4. Jannette Goodall, City Secretary
5.
6.
NEEDS TO BE NOTARIZED: Yes X No
RUSH: ❑ Yes X No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No
ROUTING TO CSO: X Yes ❑ No
Action Required:
❑ As Requested ❑ Attach signature, initial and Notary Tabs
❑ For Your Information
❑ Signature/Routing and or Recording
❑ Comment
❑ File
Return to: Please call or email Holly Fortes, x7687, or pick up when completed. Thank you.