HomeMy WebLinkAbout065362 - Construction-Related - Contract - PMB FW Land LP, FW Club LP, and FW Maverick Development LLCCity Secretary I
Contract No lA
VEALE RANCH DEVELOPMENT
IMPROVEMENT AREA NUMBER 4 REIMBURSEMENT AGREEMENT
This Fort Worth Public Improvement District No. (22) (Veale Ranch) Improvement Area
Number 4 Reimbursement Agreement (this "Agreement") is entered into between and among the
City of Fort Worth, Texas (the " ly"); PMB FW Land LP, a Texas limited partnership (the
"Reimbursee"); and FW Club LP, a Texas limited partnership and FW Maverick Development
LLC, a Delaware limited liability company (collectively the "Developer'), to be effective as of
April 28, 2026 ("Effective Date"). The City, the Reimbursee, and the Developer are referred to
herein individually as a "P" and collectively as the "Parties."
RECITALS:
WHEREAS, this Agreement is entered into pursuant to the Veale Ranch Development
Master Reimbursement Agreement, entered into by the City, the Board, and the Original Owners,
the same being recorded with the City of Fort Worth City Secretary as City Secretary Contract
("CSC") Number 60573 (the "Master Reimbursement Agreement"); and
WHEREAS, the Master Reimbursement Agreement was entered into pursuant to that
certain Development Agreement, which is recorded with the Fort Worth City Secretary as CSC
No. 59003 (the "Development Agreement"); and
WHEREAS, the Master Reimbursement Agreement requires that the parties thereto or in
the case of the Original Owners, or their Assignees, will enter into this Agreement to provide for
the reimbursement of the costs associated with certain improvements from the proceeds of PID
Bonds, and/or Assessment Revenues; and
WHEREAS, the City has previously created the District and the Developer is requesting
that the City create Improvement Area Number 4 within the District, the boundaries of which are
set forth in Exhibit "I" (the "Improvement Area"); and
WHEREAS, PMB Rolling V South Land L.P., a Texas limited partnership, as one of the
Original Owners under the Development Agreement, executed a Partial Assignment and
Assumption of Veale Ranch Development Agreement, dated March 14, 2024, a copy of which is
attached hereto as Exhibit "II", and assigned to Reimbursee all of its rights and obligations
relative to the 638.357 acre tract described in such partial assignment; and
WHEREAS, Reimbursee thereafter executed a Partial Assignment and Assumption of
Veale Ranch Development Agreement, dated May 15, 2024, a copy of which is attached hereto as
Exhibit "III" and assigned to Developer, all of its rights and obligations relative to developing
such 638.357 acre tract, but retained the right to be reimbursed pursuant to the Development
Agreement and the Master Reimbursement Agreement;
WHEREAS, this Agreement is a "reimbursement agreement" authorized by Section
372.023(d)(1) of the PID Act;
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
AGREEMENT:
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NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants
contained herein, and for such other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Parties agree as follows:
Section 1
Capitalized Terms; Incorporation of Master Reimbursement Agreement
(a) Capitalized terms not otherwise defined herein shall have the meanings assigned to
such terms in the Master Reimbursement Agreement. Capitalized terms not otherwise defined in
this Agreement or the Master Reimbursement Agreement shall have the meanings assigned to such
terms in the Development Agreement.
(b) Except where explicitly waived or varied herein, all of the terms of the Master
Reimbursement Agreement are hereby incorporated herein. The Developer agrees to abide by the
provisions thereof to the extent they apply to the subject matter of this Agreement as if it were a
party thereto.
Section 2
Design and Construction of Public Improvements
(a) The Developer, in accordance with its development schedule and as set forth in
Schedule A to Exhibit "IV", as it may be amended from time -to -time, and the provisions of the
Development Agreement, shall cause to be constructed all Authorized Improvements serving the
Improvement Area.
(b) The specific Authorized Improvements to be constructed to serve the Improvement
Area, and the Budgeted Costs therefore, are set forth on Exhibit "IV", together with the supporting
Engineer's Report(s) are attached thereto as Schedule B. The Developer shall pay, or cause to be
paid, all costs of the Authorized Improvements, including all costs incurred in connection with
obtaining governmental approvals, certificates, permits, easements, rights -of -way, or sites required
as a part of the construction of the Authorized Improvements, including, without limitation, any
on- site or off -site mitigation costs; and all costs arising in connection with the creation of the
District.
(c) THE CITY SHALL NOT BE LIABLE TO ANY CONTRACTOR, ENGINEER,
ATTORNEY, MATERIALMAN OR OTHER PARTY EMPLOYED OR CONTRACTED WITH
IN CONNECTION WITH THE CONSTRUCTION OF THE AUTHORIZED
IMPROVEMENTS, BUT SHALL ONLY BE OBLIGATED TO ACQUIRE AND MAINTAIN
SUCH IMPROVEMENTS AND REIMBURSE THE REIMBURSEE IN THE MANNER AND
TO THE EXTENT PROVIDED HEREIN.
(d) Construction, Ownership, and Transfer of Public Improvements:
(i) Construction Plans. The Developer shall prepare, or cause to be prepared,
plans and specifications for each of the Authorized Improvements, and have
them submitted to the City for approval in accordance with this Section. The
construction plans for the Authorized Improvements shall be prepared by a
professional engineer or architect licensed in the State of Texas, at
Developer's cost. Construction plans shall be in conformity with the City
Regulations, and State law related to the construction of horizontal and
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engineered infrastructure and facilities. Upon receipt of complete
construction and/or engineering plans and corresponding fees, the City shall
review the submitted construction and/or engineering plans to determine
their compliance with applicable City Regulations, State law, this
Agreement, and the Development Agreement. In certain cases required by
statute, construction plans may be required to be submitted to other local
and state agencies for approval. The City shall provide comments to the
submitter of the construction plans, plats (including Community Facilities
Agreements), permits, Master Studies and Local Studies regarding their
compliance, addressing any areas that fail to comply with the City
Regulations, State law, this Agreement, or the Development Agreement in
accordance with the time periods established by Chapter 212 of the Texas
Local Government Code and Section 7.4 of the Development Agreement.
(u) Contract Award. The contracts for construction of Authorized
Improvements shall be let in the name of Developer, unless otherwise
agreed by the Developer and City. Developer's engineers shall prepare, or
cause to be prepared, contract specifications and necessary related
documents for the Authorized Improvements. Developer shall administer
all contracts. The Budgeted Costs of Authorized Improvements paid or
caused to be paid by Developer shall be reimbursed pursuant to the terms
of this Agreement and pursuant to the Master Reimbursement Agreement.
(1iii) Construction Standards and Inspection. - The Authorized Improvements
required for the full development of the Property shall be constructed in
phases, and inspected in accordance with the City Regulations. All
generally applicable fees established by the City Council, including permit
fees and inspection fees, shall be paid by Developer.
(iv) Competitive Bidding. This Agreement and construction of the Authorized
Improvements are anticipated to be exempt from competitive bidding
pursuant to Texas Local Government Code, Sections 252.022(a)(9) and
252.022(a)(11), based upon current cost estimates. In the event that the
actual costs for the Authorized Improvements do not meet the parameters
for exemption from the competitive bid requirement, then either
competitive bidding or alternative delivery methods may be utilized as
allowed by law and City ordinances. If the City participates in the cost of
the Authorized Improvements, such as when oversizing the Public
Improvements, competitive bidding may be necessary if required by State
law.
(v) Public Improvement Conveyance. All Authorized Improvements shall be
conveyed to the City free and clear of all liens. At the time of conveyance,
the Developer shall deliver to the City releases from the contractors,
subcontractors, and suppliers of materials who have provided labor and
materials for the Authorized Improvements showing they have been paid
for such labor and materials.
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(m) Bonds. Developer shall provide the City with an adequate financial
guarantee for all Authorized Improvements in accordance with City
Regulations and Developer's contractors shall provide the City with
payment, performance and maintenance bonds for all Public Improvements
as required by the City Regulations. To the extent costs for bonds are for
Authorized Improvements, such costs shall be considered Authorized
Improvements eligible for reimbursement. To the extent bond costs are for
City oversizing, such costs shall be the responsibility of the City.
(vii) Ownership. All of the Authorized Improvements will be owned by the City
upon acceptance of them by the City. Developer will dedicate land related
to the Authorized Improvements to the City by plat or separate instrument
in accordance with the City's standard processes for review and approval of
plats, easements, and deeds. When the completed Authorized Improvements
have been inspected by the City and determined to be constructed in
compliance with Section 2 herein, the City's Assistant City Manager will
execute a notice of project completion, commonly referred to as a green
sheet. The notice of project completion will establish the Authorized
Improvements Costs of the complete Authorized Improvements, as
applicable, and will serve as the City's formal acceptance of the Authorized
Improvements, lien free, in accordance with the standard City policies
applicable to such improvements, including maintenance bonds and
assignments of warranties, if any.
Section 3
Costs
3.01 Budgeted Costs.
(a) The total Budgeted Costs of the Authorized Improvements to be constructed inthe
Improvement Area, as described in Exhibit "IV", is $13,399,136.62.
(i) The aggregate Authorized Improvements Outstanding Reimbursement
Amount under the Master Reimbursement Agreement shall be reduced by
the amount of the final Authorized Improvement Costs for the Improvement
Area that is the subject of this Agreement and pursuant to Section
6.01(a)(iv) of the Master Reimbursement Agreement.
(ii) The total amount to be reimbursed hereunder shall not exceed the total of
the Authorized Improvements Costs of the Authorized Improvements
actually incurred by the Developer, which includes any Cost Overruns
("Improvement Area Authorized Improvements Reimbursement Amount").
(iii) The Improvement Area Authorized Improvements Reimbursement Amount
payable to the Reimbursee shall be reduced by the costs of issuance
associated with the issuance of any PID Bonds issued pursuant to this
Agreement, including, but not limited to, any underwriter's discount and
reserve fund deposits, if any, required by an applicable Indenture,
notwithstanding that such funds shall not actually be paid by the Developer.
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For the avoidance of doubt, the costs of issuance of any PID Bonds shall be
included as Authorized Improvements and Budgeted Costs.
3.02 Reimbursement.
(a) The City shall reimburse the Reimbursee for the Authorized Improvements Costs
of the Authorized Improvements contemplated hereunder from (a) the proceeds of PID Bonds
issued in accordance with Section 4 of the Master Reimbursement Agreement, and (b) if PID
Bonds have not been issued, from Assessment Revenues in accordance with Section 3 of the
Master Reimbursement Agreement.
(b) During any period in which reimbursement is occurring incrementally from
Assessment Revenue deposited to the Assessment Reimbursement Fund, the annual installments
of the Assessments will include interest calculated at: (i) for a period of five (5) years beginning
in the year of the initial levy, five percent (5%) above the highest average index rate for tax exempt
bonds reported in a daily or weekly bond index approved by the governing body and reported in
the month before the date the obligation was incurred; and (ii) after the period described in (i), two
percent (2%) above the bond index rate described above. Following the issuance of PID Bonds,
the interest rate paid to Reimbursee on the unpaid and outstanding principal amount of the
Improvement Area Authorized Improvements Maximum Reimbursement Amount shall be equal
to the aggregate true interest cost of the initial series of PID Bonds issued for such Authorized
Improvements. Such interest shall be payable to the Developer in addition to reimbursement for
such Authorized Improvements. No interest shall accrue to any portion of the Improvement Area
Authorized Improvement Reimbursement Amount attributable to Authorized Improvements
which have not been completed. Notwithstanding the foregoing, in no event shall the interest rate
so calculated exceed the maximum rate permitted by Chapter 1204, Texas Government Code.
(c) As a condition to any reimbursement hereunder, except for reimbursements from
PID Bond proceeds at the time of closing thereof, which shall be governed in accordance with
Section 4, the Developer or the Reimbursee on the Developer's behalf shall submit for approval to
the City a Certification for Payment Form for Authorized Improvements Costs, including
completed segment, section, or portion of an Authorized Improvement and any Cost Overruns
associated therewith. The Certification for Payment Form is set forth in Exhibit "IV" and the
procedures for the submission thereof are discussed in Section 4 below.
(d) If the City requires additional documentation, or timely disapproves or questions
the correctness or authenticity of the Certification for Payment, the City shall deliver a detailed
notice to the Developer within twenty (20) business days of receipt thereof; payment with respect
to the disputed portion(s) of the Certification for Payment shall not be made until Developer and
the City have jointly settled such dispute or additional information has been provided to the City's
reasonable satisfaction.
(e) REIMBURSEMENT UNDER THIS AGREEMENT, IS SUBJECT TO
COMPLIANCE BY THE ORIGINAL OWNER OR DEVELOPER OR THEIR RESPECTIVE
ASSIGNEE(S) WITH THE TERMS OF THIS AGREEMENT, AS SUCH TERMS RELATE TO
THE PROPERTY THAT IS THE SUBJECT MATTER OF THIS AGREEMENT; PROVIDED,
HOWEVER, THAT THE CITY'S OBLIGATION TO REIMBURSE THE ORIGINAL OWNER,
DEVELOPER OR THEIR RESPECTIVE ASSIGNEES UNDER THIS AGREEMENT FOR THE
013857.000001\4914-0233-0238.v5
AUTHORIZED IMPROVEMENTS SERVING THE PARTICULAR IMPROVEMENT AREA
THAT IS THE SUBJECT OF THIS AGREEMENT SHALL BE ABATED, IF A PARTY TO
THIS AGREEMENT FAILS TO COMPLETE CONSTRUCTION OF THE AUTHORIZED
IMPROVEMENTS WITHIN AN IMPROVEMENT AREA NOT THE SUBJECT OF THIS
AGREEMENT AND SUCH FAILURE RENDERS IMPRACTICABLE OR INEFFECTUAL
THE USE OF THE AUTHORIZED IMPROVEMENTS THAT ARE THE SUBJECT MATTER
OF THIS AGREEMENT. SUCH ABATEMENT SHALL CONTINUE UNTIL THE
AUTHORIZED IMPROVEMENTS THAT ARE THE SUBJECT OF THIS AGREEMENT CAN
BE EFFECTIVELY UTILIZED.
Section 4
Disbursements
(a) The Parties agree that, from the proceeds of an applicable series of PID Bonds, and
upon the presentation of evidence satisfactory to the City, the City will cause the Trustee under the
applicable Indenture to pay at the closing of such PID Bonds approved amounts from the
appropriate account to the City or Reimbursee, as applicable, which amounts may include payment
for costs of issuance and payment of costs incurred in the establishment, administration and
operation of the District and any other eligible items expended by Developer or Reimbursee and
City as of the time of the delivery of such PID Bonds as described in the applicable Indenture and
the Service and Assessment Plan.
(b) In order to receive disbursements at the closing of an applicable series of PID
Bonds, Reimbursee and Developer shall execute a Closing Disbursement Request, in substantially
the form attached hereto as Exhibit "VI", to be delivered to City no less than fifteen (15) business
days prior to the scheduled closing date for such PID Bonds for payment in accordance with the
provisions of the applicable Indenture.
(c) In order to receive disbursements from an Assessment Reimbursement Fund or, if
PID Bonds have been issued, disbursements from the Improvement Account following the initial
disbursement as described in Section 4(b) above, the Developer shall execute a Certification for
Payment, in substantially the form attached hereto as Exhibit V, no more frequently than monthly,
to be delivered to City for payment in accordance with the provisions of the applicable Indenture
and this Agreement.
(d) Upon receipt of a Certification for Payment or Closing Disbursement Request
(along with all accompanying documentation required by City) from the Developer, City shall
conduct a review in order to confirm that such request is complete, to confirm that the work for
which payment is requested was performed in accordance with Section 2 herein and the
Development Agreement, and to verify and approve the Authorized Improvements Costs, of such
work specified in such Certification for Payment or Closing Disbursement Request. City shall also
conduct such review as is required in its discretion to confirm the matters certified in the
Certification for Payment and Closing Disbursement Request. The Developer agrees to reasonably
cooperate with City in conducting each such review and to provide City with such additional
information and documentation as is reasonably necessary for City to conclude each such review.
(e) Not later than fifteen (15) business days following receipt of any Certification for
Payment, City shall either: (1) approve the Certification for Payment, or (2) provide Developer
013857.000001 \4914-0233-0238.v5
with written notification of disapproval of all or part of a Certification for Payment, specifying the
basis for any such disapproval.
(f} Immediately upon approval of a Certification for Payment, the City shall, if PID
Bonds have been issued, forward such certification to the Trustee for payment from the
Improvement Account pursuant to the Indenture, or, if PID Bonds have not yet been issued, make
payment on such certification from the applicable Assessment Reimbursement Fund pursuant to
this Agreement. The obligation to make payment in either such case is subject to the availability
of funds in the applicable Improvement Account or Assessment Reimbursement Fund.
(g) If the City requires additional documentation, or timely disapproves or questions
the correctness or authenticity of the Certification for Payment, the City shall deliver a detailed
notice to the Developer within twenty (20) business days of receipt of such Certification for
Payment; payment with respect to the disputed portion(s) of the Certification for Payment shall
not be made until Developer and the City have jointly settled such dispute or additional information
has been provided to the City's reasonable satisfaction.
(h) If there is a dispute over the amount of any payment, the City shall nevertheless pay
the undisputed amount to the Reimbursee, and the Parties shall use all reasonable efforts to resolve
the disputed amount before the next payment is made; however, if the Parties are unable to resolve
the disputed amount, then the City's determination of the disputed amount (as determined by the
City Manager in his/her reasonable and good faith judgment) shall control.
() The Developer shall not submit a Certification for Payment or Closing
Disbursement Request requesting reimbursement for Authorized Improvements Costs in excess of
the actual Authorized Improvement Costs.
6) Approved Certificates for Payment that await reimbursement shall not accrue
interest after the date of City approval provided payment is received within ten (10) business days.
Section 5
Limited Obligation
THE OBLIGATIONS OF THE CITY UNDER THIS AGREEMENT, SHALL NOT,
UNDER ANY CIRCUMSTANCES, GIVE RISE TO OR CREATE A CHARGE AGAINST THE
GENERAL CREDIT OR TAXING POWER OF THE CITY OR A DEBT OR OTHER
OBLIGATION OF THE CITY PAYABLE FROM ANY SOURCE OTHER THAN THE
APPLICABLE ASSESSMENT REIMBURSEMENT FUND OR IMPROVEMENT ACCOUNT.
Unless approved by the City, no other City funds, revenues, taxes or income of any kind shall be
used to pay: (1) the Authorized Improvements Costs; (2) any other reimbursable amount
hereunder; or (3) debt service on any Bonds, notwithstanding, in each case, that such amounts are
not paid in full on or before the Maturity Date. NONE OF THE CITY OR ANY OF ITS ELECTED
OR APPOINTED OFFICIALS OR ANY OF ITS OFFICERS, EMPLOYEES, CONSULTANTS
OR REPRESENTATIVES SHALL INCUR ANY LIABILITY HEREUNDER TO DEVELOPER
OR ANY OTHER PARTY IN THEIR INDIVIDUAL CAPACITIES BY REASON OF THIS
AGREEMENT OR THEIR ACTS OR OMISSIONS UNDER THIS AGREEMENT, EXCEPT IN
THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT COMMITTED BY
ANY SUCH PARTIES.
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Section 6
Obligation to Pay
If, as to the property which makes up the Improvement Area described in Exhibit IV that
is the subject of this Agreement, each of the applicable Developer and Reimbursee (1) is current
on the payment of all taxes, assessments and fees owed to City, (2) is in then -current compliance
with its obligations under: (a) this Agreement, (b) all Developer continuing disclosure agreements
in the District, (c) the Master Reimbursement Agreement, and (d) the Development Agreement,
and (3) has received no notice of any material default as to such properly under the foregoing
agreements that remains uncured; then, following the inspection and approval of any portion of
Authorized Improvements for which Reimbursee seeks reimbursement of Authorized
Improvements Costs by submission of a Certificate for Payment or Closing Disbursement Request,
the obligations of the City under this Agreement to (i) pay, disbursements identified in any
Certificate for Payment or Closing Disbursement Request, and (ii) pay debt service on PID Bonds,
are unconditional and not subject to any defenses or rights of offset except as may be provided in
any Indenture.
Section 7
Representations.
(a) Developer hereby represents to City that:
(i) The execution and delivery of this Agreement and the transactions
contemplated hereby have been duly authorized by Developer;
@ This Agreement, the representations and covenants contained herein, and
the consummation of the transactions contemplated hereby shall not violate
or constitute a breach of any contract or other agreement to which Developer
is a party; and
(m) Developer has the financial resources, or the ability to obtain sufficient
financial resources, to satisfy and comply with Developer's obligations
under this Agreement.
(b) The City represents and warrants that this Agreement has been approved by official
action of the City Council in accordance with all applicable public notice requirements (including,
but not limited to, notices required by the Texas Open Meetings Act) and that the individual
executing this Agreement on behalf of the City has been and is duly authorized to do so.
Section 8
Audit
The City and the Developer will comply with the provisions of Section 8 of the Master
Reimbursement Agreement.
Section 9
Indemnity.
DEVELOPER SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM AND
AGAINST ALL LOSSES, COSTS, DAMAGES, EXPENSES, AND LIABILITIES (HEREIN
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COLLECTIVELY REFERRED TO AS "LOSSES") OF WHATSOEVER NATURE,
INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, COSTS OF
LITIGATION, COURT COSTS, AMOUNTS PAID IN SETTLEMENT AND AMOUNTS PAID
TO DISCHARGE JUDGMENTS RELATING TO ANY CLAIM, LAWSUIT, CAUSE OF
ACTION OR OTHER LEGAL ACTION OR PROCEEDING BROUGHT AGAINST CITY OR
TO WHICH CITY MAY BE A PARTY, DIRECTLY OR INDIRECTLY RESULTING FROM,
ARISING OUT OF, OR RELATING TO THE ACQUISITION, PURCHASE OR
CONSTRUCTION OF THE AUTHORIZED IMPROVEMENTS PRIOR TO THE ISSUANCE
OF ANY APPLICABLE MAINTENANCE BOND. IN THE EVENT OF ANY ACTION
BROUGHT AGAINST CITY IN WHICH INDEMNIFICATION BY DEVELOPER IS
APPLICABLE, CITY SHALL PROMPTLY GIVE WRITTEN NOTICE TO DEVELOPER AND
DEVELOPER SHALL ASSUME THE INVESTIGATION AND DEFENSE OF SUCH ACTION,
INCLUDING THE EMPLOYMENT OF COUNSEL AND THE PAYMENT OF ALL
EXPENSES RELATED THERETO. CITY SHALL HAVE THE RIGHT, AT CITY'S EXPENSE,
TO EMPLOY SEPARATE COUNSEL AND TO PARTICIPATE IN THE INVESTIGATION
AND DEFENSE OF ANY SUCH ACTION. DEVELOPER SHALL NOT BE LIABLE FOR THE
SETTLEMENT OF ANY SUCH ACTION MADE BY CITY WITHOUT THE CONSENT OF
DEVELOPER; PROVIDED, HOWEV R, IN THE EVENT OF ANY SETTLEMENT
ENTERED INTO WITH THE CONSEN OF DEVELOPER OR OF ANY FINAL JUDGMENT
FOR A PLAINTIFF IN ANY SUCH CTION, DEVELOPER SHALL INDEMNIFY AND
HOLD CITY HARMLESS FROM AND AGAINST ANY LOSSES INCURRED BY REASON
OF SUCH SETTLEMENT OR JUDGtNT. THE EXPIRATION OF THE TERM OF THIS
AGREEMENT SHALL NOT RELIEVEEVELOPER FROM ANY LIABILITY HEREUNDER
ARISING PRIOR TO THE EXPIRATI
THIS INDEMNITY PROVISION SHP
NEGLIGENCE, WILLFUL MISCONE
10.01 This Agreement constitutes
the subject matter herein, and supersedes
of any conflict between the terms of this
Development Agreement, the SAP, and
PID Bonds, the conflicting provisions v
each. Except where otherwise expressly
provisions cannot be reconciled to give
forth below will govern:
(a) The terms of the prc
applicable indenture, governs over
(b) As it pertains to the
OF THIS AGREEMENT; PROVIDED HOWEVER,
NOT APPLY TO THE EXTENT OF ANY GROSS
T OR UNLAWFUL ACTIONS OF THE CITY.
Section 10
Conflict
entire agreement between the Parties with respect to
prior agreements, whether oral or written. In the event
;reement, the Master Reimbursement Agreement, the
terms of the proceedings authorizing the issuance of
be construed to the extent possible to give effect to
ited in this Agreement, in the event such conflicting
such provisions effect, then the order or priority set
authorizing the issuance of PID Bonds, includingthe
a else.
the SAP governs over the IARA.
(c) The IARA governs over the Master Reimbursement Agreement.
(d) This Master
Agreement.
013857.000001\4914-0233-0238.v5
Agreement governs over the Development
Section 11
Events of Default and Remedies
11.01 Events of Default.
No Party shall be in default under this Agreement until notice of the alleged failure of such
Party to perform, the nature of which is reasonably detailed, has been given in writing as provided
in Section 11.04; however, that the Party receiving such notice must commence curing such alleged
failure no later than thirty (30) days from the date of notice and thereafter diligently and
continuously pursues performance until the alleged failure has been cured.
11.02 Original Owner Default.
(a) Each of the following events shall be an "Event of Default" by an Original Owner
or its Assignee under this Agreement.
(i) An Original Owner or its Assignee is in Default pursuant to Section 14.2 of
the Development Agreement;
(ii) An Original Owner, Developer, or their Assignee is in default under the
terms of the Master Reimbursement Agreement; and
(iii) Such Party fails to comply in any material respect with any term, provision,
or covenant of this Agreement, the Development Agreement, or Master
Reimbursement Agreement, and does not cure such default in accordance
with Section 11.01.
11.03 City/Board Default.
(a) Each of the following events shall be an "Event of Default" by the City under this
Agreement:
(i) So long as the applicable Party has complied with the terms and provisions
of this Agreement and is not in default under Section 11.01, the City fails
to pay to such Party any monetary sum hereby required of it as and when
the same become due and payable and does not cure such default in
accordance with Section 11.01;
(ii) The City is in default pursuant to Section 14.3 of the Development
Agreement;
(iii) The City is in default under the terms of Master Reimbursement Agreement;
and
(iv) The City fails to comply in any material respect with any term, provision,
or covenant of this Agreement, the Development Agreement, or the Master
Reimbursement Agreement other than the payment of money, and does not
cure such default in accordance with Section 11.01.
11.04 Remedies.
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IF A PARTY IS IN DEFAULT, THE AGGRIEVED PARTY MAY, AT ITS OPTION
AND WITHOUT PREJUDICE TO ANY OTHER RIGHT OR REMEDY UNDER THIS
AGREEMENT, SEEK ANY RELIEF AVAILABLE AT LAW OR IN EQUITY, INCLUDING,
BUT NOT LIMITED TO, AN ACTION UNDER THE UNIFORM DECLARATORY
JUDGMENT ACT, SPECIFIC PERFORMANCE, MANDAMUS, AND INJUNCTIVE RELIEF.
NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER THIS
AGREEMENT SHALL:
(a) Entitle the aggrieved Parry to terminate this Agreement, the Development
Agreement or the Master Reimbursement Agreement, unless specifically provided in such
agreement.
(b) Entitle the aggrieved Party to suspend performance under this Agreement, other
than the City's obligation to make reimbursement payments for a specific Improvement Area only
(except as otherwise set forth in Section 3.02(e)), unless the portion of the Property for which
performance is suspended is the subject of the default (for example, the City shall not be entitled
to suspend its performance with regard to the development of "Tract X" by "Owner A" based on
the grounds that Owner A is in default with respect to any other tract or that Owner `B" is in
default).
11.05 No Liability for Actions of Others.
Except as expressly set forth in this Agreement: (i) the liabilities, obligations and
responsibilities of each Original Owner, its authorized Assignee, under this Agreement are several,
and not joint; and (ii) no Original Owner or its Assignee, of any portion of the Property will be in
default under this Agreement or otherwise liable or responsible for any default which is not caused
by such Original Owner or by any person acting by, through or under such Original Owner or
Assignee.
Section 12
MISCELLANEOUS
12.01 Assimnent.
(a) This Agreement is binding upon and inures to the benefit of the Original Owners
and their Assignees. The Original Owners or their Assignee may assign their obligations, rights,
or covenants without the prior written consent of, but upon Notice to, the City and Board, as
provided in Section 12.02.
(b) Each assignment must be in writing and executed by the Original Owner and the
Assignee and obligate the Assignee to be bound by this Agreement to the extent rights and
obligations under this Agreement are being assigned. Such assignment will not be effective until
Notice thereof is provided to the City in accordance with Section 12.02. No assignment by an
Original Owner will release such Parry from any liability that resulted from an act or omission by
such Parry that occurred prior to the effective date of the assignment, unless the City approves the
release in writing. From and after such assignment, the City agrees to look solely to the Assignee
for the performance of all obligations assigned to the Assignee, and agrees that such Assignor will
be released from subsequently performing the assigned obligations and from any liability that
results from the Assignee's failure to perform the assigned obligations.
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(c) Encumbrance by Original Owner and Assignee. Each Original Owner and its
Assignee has the right, from time to time, to collaterally assign, pledge, grant a lien or security
interest in, or otherwise encumber any of its rights, title, or interest under this Agreement for the
benefit of its lenders without the consent of, but with written Notice to, the City. The collateral
assignment, pledge, grant of lien or security interest, or other encumbrance does not, however,
obligate any lender to perform any obligations or incur any liability under this Agreement, unless
the lender agrees in writing to perform such obligations or incur such liability. Provided the City
has been given a copy of the documents creating the lender's interest, including Notice information
for the lender, then that lender has the right, but not the obligation, to cure any default under this
Agreement and be given a reasonable time to do so in addition to the cure periods otherwise
provided to the defaulting Party by this Agreement; and the City agrees to accept a reasonable
cure, offered by the lender as if offered by the defaulting Party. A lender is not a party to this
Agreement unless this Agreement is amended, with the consent of the lender, to add the lender as
a Party. Notwithstanding the foregoing, however, this Agreement will continue to bind the
Property and survive any transfer, conveyance, or assignment occasioned by the exercise of
foreclosure or other rights by a lender, whether judicial or non judicial. Any purchaser from or
successor Owner through a lender of any portion of the Property will be bound by this Agreement
and will not be entitled to the rights and benefits of this Agreement with respect to the acquired
portion of the Property until all defaults under this Agreement with respect to the acquired portion
of the Property have been cured.
(d) Assignees as Parties. An Assignee authorized in accordance with this Agreement
will be considered a "Party" for the purposes of this Agreement, but only to the extent of the rights
obligations and benefits assigned. With the exception of an End Buyer, any person or entity, upon
becoming an owner of land within the Property or upon obtaining an ownership interest in any part
of the Property, will be deemed to be a "Developer" of such Property and have all of the obligations
of a Developer as set forth in this Agreement and all related documents to the extent of said
ownership or ownership interest, but such Developer will not be entitled to any reimbursements
for any Public Improvements, unless such right has been assigned as provided herein.
12.02 Notices.
(a) Any notice, submittal, payment, or instrument required or permitted by this
Agreement to be given or delivered to any party shall be deemed to have been received when
personally delivered or 72 hours following deposit of the same in any United States Post Office,
registered or certified mail, postage prepaid, and addressed as follows:
To the City: City of Fort Worth, Texas
Attn: City Manager
200 Texas Street
Fort Worth, Texas 76102
With a copy to:
City of Fort Worth
Attn: City Attorney
200 Texas Street
Fort Worth Texas, 76102
To Reimbursee: PMB FW Land LP
Attn: Taylor Baird
12
013857.000001\4914-0233-0238A
4001 Maple Avenue, Suite 270
Dallas, TX 75219
With a copy to:
Coats Rose
Attn: Tim Green
9 Greenway Plaza, Suite 1000
Houston, TX 77046
To Developer: FW Club LP
Attn: Taylor Baird
4001 Maple Avenue, Suite 270
Dallas, TX 75219
With a copy to:
Coats Rose
Attn: Tim Green
9 Greenway Plaza, Suite 1000
Houston, TX 77046
(b) Any Parry may change its address or addresses for delivery of Notice by delivering
written Notice of such change of address to the other Parties.
12.03 Interpretation.
The Parties acknowledge that each has been actively involved in negotiating this
Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against
the drafting Parry will not apply to interpreting this Agreement. In the event of any dispute over
the meaning or application of any provision of this Agreement, the provision will be interpreted
fairly and reasonably and neither more strongly for nor against any Parry, regardless of which Party
originally drafted the provision.
12.04 Severability.
This Agreement shall not be modified or amended except as provided herein. If any
provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable
for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b)
the unenforceable provision shall, to the extent possible and upon mutual agreement of the Parties,
be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder
of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the
intent of the Parties.
12.05 Applicable Law; Venue.
This Agreement is entered into pursuant to, and is to be construed and enforced in
accordance with, the laws of the State of Texas, and all obligations of the Parties are performable
in the county in which the subject property is located. Exclusive venue for any action related to,
arising out of, or brought in connection with this Agreement shall be in Tarrant County, Texas or
the United States District Court for the Northern District of Texas — Fort Worth Division.
°13
013857.000001\4914-0233-0238.v5
12.06 Non -Waiver.
Any failure by a Parry to insist upon strict performance by any other Party of any material
provision of this Agreement shall not be deemed a waiver thereof, and the Parry shall have the
right at any time thereafter to insist upon strict performance of any and all provisions of this
Agreement. No provision of this Agreement may be waived except in writing signed by the Parry
waiving such provision. Any waiver shall be limited to the specific purposes for which it is given.
No waiver by any Parry of any term or condition of this Agreement shall be deemed or construed
to be a waiver of any other term or condition or subsequent waiver of the same term or condition.
12.07 Sovereign Immunity.
City does not waive or surrender any of its governmental powers, immunities or rights
except as necessary to allow Developer to enforce its remedies under this Agreement. The City
acknowledges that to the maximum extent allowed by law, this Agreement shall be considered an
agreement for the providing of goods and services, as provided in Texas Local Government Code,
Section 271.151.
12.08 Further Documents.
Each Party shall, upon request of any other Party, execute and deliver such further
documents and perform such further acts as may reasonably be requested to effectuate the terms
of this Agreement and achieve the intent of the Parties.
12.09 Amendment.
This Agreement shall not be modified or amended except in writing signed by the Parties
hereto. If any provision of this Agreement is determined by a court of competent jurisdiction to be
unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this
Agreement; (b) the unenforceable provision shall, to the extent possible, be rewritten to be
enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement
shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties.
12.10 Authority; Enforceability.
The City represents and warrants that this Agreement has been approved by appropriate
official action and that the individual executing this Agreement on behalf of the City has been and
is duly authorized to do so. Each Original Owner, Developer and Assignee executing this
Agreement represents and warrants that this Agreement has been approved by appropriate action
of such Party, and that each individual executing this Agreement on behalf of such Party has been
and is duly authorized to do so. Each Party to this Agreement respectively acknowledges and
agrees that this Agreement is binding upon such Party and is enforceable against such Party, in
accordance with its terms and conditions and to the extent permitted by law.
12.11 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and constitute one and the same instrument. Delivery of an executed
14
013857.000001\4914-0233-0238.v5
counterpart of a signature page of this Agreement by telecopy or other electronic imaging means
shall be effective as delivery of a manually executed counterpart of this Agreement.
12.12 City Council Exercise of Legislative Discretion.
Notwithstanding any other provisions hereof, nothing in this Agreement shall be construed
as a contractual obligation that controls, waives or supplements the City Council's legislative
discretion relative to the subject matter herein.
12.13 Force Majeure.
Each Parry shall use good faith, due diligence and reasonable care in the performance of
its respective obligations under this Agreement, and time shall be of the essence in such
performance. However, in the event a Party is unable, due to Force Majeure, to perform its
obligations under this Agreement, theii the obligations affected by the Force Majeure shall be
temporarily suspended. Within thirty (30) days after the occurrence of a Force Majeure, the Party
claiming the right to temporarily suspend its performance shall give Notice to all Parties, including
a detailed explanation of the Force Majeure and a description of the action that will be taken to
remedy the Force Majeure and resume full performance at the earliest possible time. As used
herein, "Force Majeure" means, and shall include without limitation, acts of God; strikes; lockouts;
or other industrial disturbances; acts of a public enemy; acts or orders of any kind of the
Government of the United States or the State of Texas, or any civil or military authority;
insurrection; riots; epidemics; pandemics; quarantine; viral outbreaks; landslides; lightning;
earthquake; fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of
government and people; civil disturbances; explosions; breakage or accidents to machinery,
pipelines, or canals; partial or entire failure of water supply; or other acts, events, causes, or
circumstances not within the reasonable control of the Party claiming such inability and that could
not have been avoided by such Party with the exercise of good faith, due diligence, and reasonable
care
12.14 No Boycott of Israel.
Each of Developer and Reimbursee hereby verifies that it and its respective affiliates do
not boycott Israel and will not boycott Israel during the term of this Agreement. The foregoing
verification is made solely to enable the Cities and/or the Board to comply with Section 2271.002,
Texas Government Code, and to the extent such Section does not contravene applicable federal
law. As used in the foregoing verification, `boycott Israel' means refusing to deal with, terminating
business activities with, or otherwise taking any action that is intended to penalize, inflict economic
harm on, or limit commercial relations specifically with Israel, or with a person or entity doing
business in Israel or in an Israeli -controlled territory, but does not include an action made for
ordinary business purposes, and `affiliate' of Developer and Reimbursee means any for -profit sole
proprietorship, organization, association, partnership, joint venture, limited partnership, limited
liability partnership, or limited liability company that owns all or a majority in interest of each
Developer and Reimbursee as well as any wholly- or majority -owned subsidiary of or other entity
that controls, is controlled by, or is under common control with Developer or Reimbursee and
exists to make a profit. '
12.15 12.15 Iran, Sudan and Foreign Terrorist Organizations.
15
013857.000001 \4914-0233-023 8.v5
(a) Each of Developer and Reimbursee hereby verifies that neither it, nor any parent
company, wholly- or majority -owned subsidiary, or other affiliate of such Developer and
Reimbursee is a company identified on a list prepared and maintained by the Texas Comptroller
of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and
posted on any of the following pages of such officer's internet website:
https:Hcomptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/does/fto-list.pdf.
(b) The foregoing representation is made solely to comply with Section 2252.152,
Texas Government Code, and to the extent such Section does not contravene applicable federal
law and excludes each Developer and Reimbursee 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. Each of the Developer
and Reimbursee understands "affiliate" to mean any entity that controls, is controlled by, or is
under common control with the Developer and Reimbursee and exists to make a profit.
12.16 Verification Regarding Energy CompanBoycotts.
(a) Each of Developer and Reimbursee hereby verifies that it and its parent company,
wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy
companies and will not boycott energy companies during the term of this Agreement. The
foregoing verification is made solely to enable the City to comply with such Section and to the
extent such Section does not contravene applicable Federal or Texas law. As used in the foregoing
verification, "boycott energy companies," a term defined in Section 2274.001(1), Texas
Government Code (as enacted by such Senate Bill) by reference to Section 809.001, Texas
Government Code (also as enacted by such Senate Bill), shall mean, without an ordinary business
purpose, refusing to deal with, terminating business activities with, or otherwise taking any action
that is intended to penalize, inflict economic harm on, or limit commercial relations with a
company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge
to meet environmental standards beyond applicable federal and state law; or (B) does business
with a company described by (A) above. As used in this Section each Developer and Reimbursee
understands `affiliate' to mean an entity that controls, is controlled by, or is under common control
with the respective Developer or Reimbursee and exists to make a profit.
(b) Each Developer or Reimbursee for whom a verification is required of the
verifications described by Section 2274.002 (as added by Senate Bill 13 in the 87th Texas
Legislature, Regular Session), Texas Government Code, as amended, shall provide such
verifications in a form acceptable to the Attorney General of the State of Texas.
12.17 12.17 Verification Regarding rding Discrimination Against Firearm Entity or Trade
Association.
(a) Each of Developer and Reimbursee 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
46
013857.000001\4914-0233-0238.v5
Agreement. The foregoing verification is made solely to enable the City to comply with such
Section and to the extent such Section does not contravene applicable Federal or Texas law. As
used in this Section each of the Developer and Reimbursee understands `affiliate' to mean an entity
that controls, is controlled by, or is under common control with the respective Developer or
Reimbursee and exists to make a profit.
(b) As used in the foregoing verification and the following definitions,
n `discriminate against a firearm entity or firearm trade association,' a term
defined in Section 2274.001(3), Texas Government Code (as enacted by
such Senate Bill), (A) means, with respect to the firearm entity or firearm
trade association, to (i) refuse to engage in the trade of any goods or services
with the firearm entity or firearm trade association based solely on its status
as a firearm entity or firearm trade association, (ii) refrain from continuing
an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade
association, or (iii) terminate an existing business relationship with the
firearm entity or firearm trade association based solely on its status as a
firearm entity or firearm trade association and (B) does not include (i) the
established policies of a merchant, retail seller, or platform that restrict or
prohibit the listing or selling of ammunition, firearms, or firearm
accessories and (ii) a company's refusal to engage in the trade of any goods
or services, decision to refrain from continuing an existing business
relationship, or decision to terminate an existing business relationship (aa)
to comply with federal, state, or local law, policy, or regulations or a
directive by a regulatory agency or (bb) for any traditional business reason
that is specific to the customer or potential customer and not based solely
on an entity's or association's status as a firearm entity or firearm trade
association,
(it) `firearm entity,' a term defined in Section 2274.001(6), Texas Government
Code (as enacted by such Senate Bill), means a manufacturer, distributor,
wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4),
Texas Government Code, as enacted by such Senate Bill, as weapons that
expel projectiles by the action of explosive or expanding gases), firearm
accessories (defined in Section 2274.001(5), Texas Government Code, as
enacted by such Senate Bill, as devices specifically designed or adapted to
enable an individual to wear, carry, store, or mount a firearm on the
individual or on a conveyance and items used in conjunction with or
mounted on a firearm that are not essential to the basic function of the
firearm, including detachable firearm magazines), or ammunition (defined
in Section 2274.001(1), Texas Government Code, as enacted by such Senate
Bill, as a loaded cartridge case, primer, bullet, or propellant powder with or
without a projectile) or a sport shooting range (defined in Section 250.001,
Texas Local Government Code, as a business establishment, private club,
or association that operates an area for the discharge or other use of firearms
for silhouette, skeet, trap, black powder, target, self-defense, or similar
recreational shooting), and
17
013857.000001\4914-0233-0238.v5
(m) `firearm trade association,' a term defined in Section 2274.001(7), Texas
Government Code (as enacted by such Senate Bill), means any person,
corporation, unincorporated association, federation, business league, or
business organization that (i) is not organized or operated for profit (and
none of the net earnings of which inures to the benefit of any private
shareholder or individual), (ii) has two or more firearm entities as members,
and (iii) is exempt from federal income taxation under Section 501(a),
Internal Revenue Code of 1986, as an organization described by Section
501(c) of that code.
Each Developer or Reimbursee for whom a verification is required of the verifications
described by Section 2274.002 (as added by Senate Bill 19 in the, 87th Texas Legislature, Regular
Session), Texas Government Code, as amended, shall provide such verifications in a form
acceptable to the Attorney General of the State of Texas.
12.18 Notwithstanding anything contained herein, the representations and covenants
contained in Section 12.14-12.17 will survive the termination of this Agreement until the statute
of limitations has run.
12.19 Compliance with Laws
The Parties agrees that, in the performance of its obligations hereunder, it will comply with
all applicable federal, state and local laws, ordinances, rules and regulations.
12.20 Electronic Si nag tunes
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
12.21 Headings Not Controlling
Headings and titles used in this Agreement are for reference purposes only and will notbe
deemed a part of this Agreement.
[Signature Page Follows]
18
013857.000001\4914-0233-0238.v5
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF FORT WORTH, TEXAS
By:
_ %W� —
Name:
Title: Assistant City M nager
Date:
ATTEST:
" A V
Y —o o°= G
Nam : n.0 v v
Title: ity Secretary �, *�,o �,o' �`0
APPRO A TO FORM AND LEGALITY --
By:
Name:
Title: Assistant C' Attorney
THE STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on the day I I of
it h G , 2026, by j2p. h a &krq 6 A o~Ff— , the Assistant City
Manager of the City of Fort Worth, Texas, on behalirof said City.
(SEAL)
EsJessica Fawver
My Commission Expires
- 10113/2029
Notary ID135535933
Notary blic, tate of Texas
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
013857.000001 \4914-0233-0238.v5
Le
•I • 9 rya .,��r'�\
a • e
tf �' ww � i •
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14vw i
"'nAi+"'bSY°i•fir9r „y M��'+RRNa"�iPlw"'y�."TMwe�cc801y,.`
DEVELOPER:
FW CLUB LP, a Texas limited partnership
By: PMB DLC FW GP, LLC, aDelaware
limited liability company, its General
Partner
1
By: 1 ��
Name: iZ T Q-
Title:
THE STATE OF TEXAS §
D>0 01-t>
COUNTY OF T-AaU Ni'' §
This ins t was ackno ledged before me on the day o2 of Y 1 l
2026, by t,�, r� Y- of PUB DLC
FW GP, LLC, a DVUware limited liability company, in its capacity as General Partner of FW
CLUB LP, a Texas limited partnership, on behalf of said limited partnership.
(SEAL)
RY.PC/ 2
!p F o F
Notary Public, Slate o Texas
20
013857.00000N914-0233-0238.v5
THE STATE OF TEXAS §
'Do-k�0..5
COUNTY OF-T-2�QT §
Th' instrume t was aclgowl dgec
2026, by 0
FW GP, LLC, a D a are limited liability
MAVERICK DEVELOPMENT, LLC, a I
limited liability company.
(SEAL)
OF
DEVELOPER:
FW MAVERICK DEVELOPMENT, LLC,
a Delaware limited liability company
By: PMB DLC FW GP, LLC, a Delaware
limited liability company, its General
Partner
By:
—
Name: �; r
Title:
me onthe day
bf PMB DLC
r, in its capacity as General Partner of FW
limited liability company, on behalf of said
(' \ � A, V)r")
Notary Public, State of exas
21
013857.000001\4914-0233-0238.v5
REIMBURSE&
PMB FW LAND LP, a Texas limited partnership
By: PMB Veale Land Investors 1 GP LLC, a Texas
limited liability company, its General Partner
By:
Name: 75sr
Title:
THE STATE OF TEXAS §
�pt.s
COUNTY OF Tom' §
T ' tram t was acl�owl dged before me onthe day 9, of r� l
2026, by TOr r of PMB Veale
Land Investors 1 QD LLC, a Texas limited liability company, in its capacity as General Partner of
PMB FW LAND LP, a Texas limited partnership, on behalf of said limited partnership.
(SEAL) ►wurur
L
PRY P�je•.• � �.
Notary Public, State of Texas
22
013857.000001\4914-0233-0238.v5
Exhibit "I"
Legal Description of Improvement Area Number 4
BEING A 421.082-ACRE TRACT OF LAND SITUATED IN THE D. T. FINLEY SURVEY,
ABSTRACT NO. 1901, THEODORE FINLEY SURVEY, ABSTRACT NO. 1878, T. F.
RODGERS SURVEY, ABSTRACT NO. 1357, ELIZABETH LANGSTON SURVEY,
ABSTRACT NO. 988, T & N.O. RR CO. SURVEY, ABSTRACT NO. 1565, AND BEING A
PORTION OF THAT TRACT OF LAND DESCRIBED TO FW CLUB LP BY DEED
RECORDED IN COUNTY CLERK FILE NO. D224085431 AND A PORTION OF THAT
TRACT OF LAND DESCRIBED TO PMB ROLLING V SOUTH LAND LP BY DEED
RECORDED IN COUNTY CLERK FILE NO. D223038385 OF THE OFFICIAL PUBLIC
RECORDS OF TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8-INCH CAPPED IRON ROD STAMPED "LJA SURVEYING" SET
(HEREINAFTER REFERRED TO AS "SET IRON ROD") ON THE NORTHWESTERN
RIGHT-OF-WAY LINE OF BENBROOK BOULEVARD / US HIGHWAY 377 SOUTH (A
VARIABLE WIDTH RIGHT-OF-WAY), FROM WHICH A 1-INCH IRON ROD FOUND
FOR THE EASTERNMOST CORNER OF LOT 10, BLOCK 35 OF BELLA FLORA PHASE
10, AN ADDITION TO TARRANT COUNTY, TEXAS AS SHOWN BY PLAT RECORDED
IN COUNTY CLERK FILE NO. D221350274 OF SAID OFFICIAL PUBLIC RECORDS
BEARS SOUTH 47057'57" WEST, A DISTANCE OF 719.57 FEET;
THENCE OVER AND ACROSS SAID PMB ROLLING V SOUTH LAND LP TRACT,
THE FOLLOWING COURSES AND DISTANCES:
NORTH 02035'06" EAST, A DISTANCE OF 14.05 FEET TO A SET IRON ROD;
NORTH 42047'44" WEST, A DISTANCE OF 44.89 FEET TO A SET IRON ROD FOR THE
BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 817.00 FEET, AND A
CHORD THAT BEARS
NORTH 37051'06" WEST, 140.82 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 09°53' 16", AN
ARC -DISTANCE OF 140.99 FEET TO A SET IRON ROD;
NORTH 32054'28" WEST, A DISTANCE OF 100.32 FEET TO A,SET IRON ROD FOR THE
BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF 707.00 FEET, AND
A CHORD THAT BEARS NORTH 65059'02" WEST, 771.70 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 66°09' 10", AN
ARC -DISTANCE OF 816.29 FEET TO A SET IRON ROD ON THE SOUTH LINE OF SAID
F W CLUB LP TRACT;
THENCE SOUTH 47059'24" WEST, WITH SAID SOUTH LINE, A DISTANCE OF
650.35 FEET TO A SET IRON ROD;
23
013857.000001\4914-0233-0238.v5
THENCE OVER AND ACROSS SAID FW CLUB LP TRACT THE FOLLOWING COURSES
AND DISTANCES:
NORTH 48030'20" WEST, A DISTANCE OF 224.30 FEET TO A SET IRON ROD AT THE
BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF
173.00 FEET AND A CHORD THAT BEARS SOUTH 70°56'47" WEST, 112.95 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 38°06'26", AN
ARC -DISTANCE OF 115.06 FEET TO A SET IRON ROD;
WEST, A DISTANCE OF 365.34 FEET TO A SET IRON ROD;
NORTH 35040'44" WEST, A DISTANCE OF 2,234.12 FEET TO A SET IRONROD;
NORTH 81000'15" WEST, A DISTANCE OF 1,573.98 FEET TO A SET
IRON ROD; NORTH 76'19'21" WEST, A DISTANCE OF 107.04 FEET TO
A SET IRON ROD;
NORTH 4902705" WEST, A DISTANCE OF 40.36 FEET TO A SET IRON ROD FOR THE
BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF
618.00 FEET, AND A CHORD THAT BEARS NORTH 43°57'09" EAST, 73.39 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 06°48'29", AN
ARC -DISTANCE OF 73.43 FEET TO A SET IRON ROD FOR THE BEGINNING OF A
REVERSE CURVE TO THE LEFT, HAVING A RADIUS OF 792.00 FEET, AND A CHORD
THAT BEARS NORTH 42025'22" EAST, 136.23 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 09°52'04", AN
ARC -DISTANCE OF 136.40 FEET TO A SET IRON ROD FOR THE BEGINNING OF A
REVERSE CURVE TO THE RIGHT, HAVING A RADIUS OF 672.90 FEET, AND A
CHORD THAT BEARS NORTH 39°46'51" EAST, 16.36 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 01 02334", AN
ARC -DISTANCE OF 16.36 FEET TO A SET IRON ROD FOR THE BEGINNING OF A
COMPOUND CURVE TO THE RIGHT, HAVING A RADIUS OF 475.59 FEET, AND A
CHORD THAT BEARS NORTH 44008'41" EAST,165.75 FEET;
WITH SAID CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 20°04' 16", AN
ARC -DISTANCE OF 166.60 FEET TO A SET IRON ROD;
SOUTH 15022'58" EAST, A DISTANCE OF 135.83 FEET TO A SET
IRON ROD; NORTH 7403702" EAST, A DISTANCE OF 630.00 FEET
TO A SET IRON ROD; SOUTH 86°23'54" EAST, A DISTANCE OF
115.70 FEET TO A SET IRON ROD; SOUTH 7903725" EAST, A
24
013857.000001 \4914-0233-0238.v5
DISTANCE OF 184.75 FEET TO A SET IRON ROD; NORTH 50°49'59"
EAST, A DISTANCE OF 184.81 FEET TO A SET IRON ROD; NORTH
13°20'55" WEST, A DISTANCE OF 170.00 FEET TO A SET IRON ROD;
NORTH 63031'55" EAST, A DISTANCE OF 541.02 FEET TO A SET
IRON ROD; NORTH 45°52'19" EAST, A DISTANCE OF 221.60 FEET
TO A SET IRON ROD; SOUTH 50°22'10" EAST, A DISTANCE OF
150.00 FEET TO A SET IRON ROD; NORTH 42°43'19" EAST, A
DISTANCE OF 425.62 FEET TO A SET IRON ROD; NORTH 39°37'50"
EAST, A DISTANCE OF 85.00 FEET TO A SET IRON ROD; NORTH
34°23'51" EAST, A DISTANCE OF 274.70 FEET TO A SET IRON ROD;
NORTH 81012'46" EAST, A DISTANCE OF 406.70 FEET TO A SET
IRON ROD;
THENCE NORTH 00032'23" WEST, PASSING A SET IRON ROD FOR REENTRANT
CORNER ON THE NORTHERLY LINE OF SAID FW CLUB LP TRACT AT 184.60 FEET
AND CONTINUING WITH SAID NORTHERLY LINE A TOTAL DISTANCE OF 907.40
FEET TO A SET IRON ROD;
THENCE CONTINUING WITH THE NORTHERLY LINE OF SAID FW CLUB LP
TRACT THE FOLLOWING COURSES AND DISTANCES:
NORTH 89027'34" EAST, A DISTANCE OF 444.62 FEET TO A SET
IRON ROD; SOUTH 24°54'16" EAST, A DISTANCE OF 164.11 FEET
TO A SET IRON ROD; SOUTH 07°05'06" EAST, A DISTANCE OF
246.75 FEET TO A SET IRON ROD; EAST, A DISTANCE OF 628.83
FEET TO A SET IRON ROD;
NORTH 60024'29" EAST, A DISTANCE OF 780.16 FEET TO A SET
IRON ROD; NORTH 32045'42" WEST, A DISTANCE OF 102.90 FEET
TO A SET IRON ROD; NORTH 14056'25" EAST, A DISTANCE OF
122.85 FEET TO A SET IRON ROD; NORTH 46°56'31" EAST, A
DISTANCE OF 1,061.55 FEET TO A SET IRON ROD;
25
013857.000001 \4914-0233-0238.v5
NORTH 89038'01" EAST, A DISTANCE OF 1,065.53 FEET TO A SET IRON ROD FOR THE
NORTHEAST CORNER OF SAID FW CLUB LP TRACT;
THENCE WITH THE EASTERLY AND SOUTHERLY LINES OF SAID FW CLUB
.LP TRACT THE FOLLOWING COURSES AND DISTANCES:
SOUTH 00022'06" EAST, A DISTANCE OF 187.48 FEET TO A SET
IRON ROD; NORTH 89°38'01" EAST, A DISTANCE OF 19.77 FEET
TO A SET IRON ROD;
SOUTH 00022'06" EAST, A DISTANCE OF 3,480.72 FEET TO A SET IRON ROD FOR THE
EAST COMMON CORNER OF SAME TRACT AND A TRACT OF LAND DESCRIBED TO
PMB ROLLING V SOUTH LAND LP BY DEED RECORDED IN COUNTY CLERK FILE
NO. D223038386 OF SAID OFFICIAL PUBLIC RECORDS;
SOUTH 89057'02" WEST, A DISTANCE QF 1,016.95 FEET TO A SET IRON ROD;
SOUTH 47012' 16" WEST, A DISTANCE OF 1,105.20 FEET TO A SET IRON ROD FOR THE
BEGINNING OF A CURVE TO THE LEF , HAVING A RADIUS OF 1,750.00 FEET, AND
A CHORD THAT BEARS SOUTH 34023 6" WEST, 775.92 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 25037'01 ", AN
ARC -DISTANCE OF 782.43 FEET TO A SET IRON ROD FOR THE BEGINNING OF A
NON -TANGENT CURVE TO THE RIGH, HAVING A RADIUS OF 817.00 FEET, AND A
CHORD THAT BEARS SOUTH 55000'01' 1 EAST,
614.55 FEET;
THENCE OVER AND ACROSS SAID PMB ROLLING V SOUTH LAND LP TRACT AS
DESCRIBED BY DEED RECORDED IN COUNTY CLERK FILE NO. D223038385 THE
FOLLOWING COURSES AND DISTANCES:WITH SAID CURVE TO THE RIGHT,
THROUGH A CENTRAL ANGLE OF 44011'06", AN ARC -DISTANCE OF 630.05 FEET TO
A SET IRON ROD;
SOUTH 32054'28" EAST, A DISTANCE OF 100.32 FEET TO A SET IRON ROD; TO THE
BEGINNING OF A CURVE TO THE LEFT, HAVING A RADIUS OF 707.00 FEET, AND A
CHORD THAT BEARS SOUTH 37051'06" EAST, 121.86 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 09053'16", AN
ARC -DISTANCE OF 122.01 FEET TO A SET IRON ROD;
SOUTH 42047'44" EAST, A DISTANCE OF 46.35 FEET TO A SET IRON ROD;
SOUTH 87024'54" EAST, A DISTANCE OF 14.24 FEET TO A SET IRON ROD ON THE
NORTHWESTERN RIGHT-OF-WAY LINE OF SAID BENBROOK BOULEVARD;
26
013857.000001 \4914-0233-0238.v5
THENCE SOUTH 47057'57" WEST, WITH SAID NORTHWESTERN RIGHT-OF-WAY
LINE, A DISTANCE OF
130.01 FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED
AREA OF 421.082 ACRES (18,342,393 SQ. FEET) OF LAND.
27
013857.000001\4914-0233-0238.v5
EXHIBIT "II"
PARTIAL ASSIGNMENT AND ASSUMPTION
OF VEALE RANCH DEVELOPMENT AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF VEALE RANCH
DEVELOPMENT AGREEMENT (this "Assignment°') is made as'of March 14, 2024 (the "Effective
Date"), by and between PMB ROLLING V SOUTH LAND LP, a Texas limited partnership ("Assignor"),
and PMB FW 'LAND LP, a Texas limited partnership ("Assi nee").
WHEREAS, PB Ventana 1, LLC, a Texas limited liability company; PMB 120 Land LP, a Texas
limited partnership; PMB Rolling V South Land, LP, a Texas limited partnership; PMB RVS Dev Co LLC,
a Texas limited liability company; PMB SWFW Dev Co LLC, a Texas limited liability company; PMB
Team Ranch Devco LLC, a Texas limited liability company; PMB Veale Land Investors 1 LP, a Texas
limited partnership; PMB Ventana Developer LLC, a Texas limited liability company; PMB Ventana
Developer South LLC, a Texas limited liability company; PMB Ventana SFR LP, a Texas limited
partnership; and TRT Land Investors, LLC, a Delaware limited liability company, (collectively, "griginal
Owners"), and the City of Fort Worth, Texas (the "C"), entered into that certain Veale Ranch
Development Agreement dated effective as of March 9, 2023 (the "A_ greement'), concerning the
development of that certain real property located in Parker and Tarrant Counties, Texas (the Tim
as more particularly described therein;
WHEREAS, pursuant to Section 15 of the Agreement, upon Notice to the City, Assignor has the
right to assign the Agreement to (i) any person or entity that is or will become an owner of any portion of
the Property (refcrrcd to herein as a "Successor Owner"); (ii) any Affiliate of an Original Owner; or (iii)
any lienholder on the Property;
WHEREAS, pursuant to that certain General Warranty Deed dated as of March 14, 2024 executed
by Assignor, as Grantor, for the benefit of Assignee, as Grantee, Assignor has conveyed that certain 638.357
acre portion of the Property described on Exhibit A attached hereto (the "Assignment Propertv") to
Assignee, and as such, Assignee is a Successor Owner; and
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to assume from
Assignor, those certain rights of Assignor with respect to the Assignment Property in and under the
Agreement described in Exhibit B attached hereto (collectively, the "Assigned d Rights and Obligations"), as
further set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Recitals: Capitalized Terms. The recitals set forth above are true and correct in all material
respects and are incorporated herein by reference. Any capitalized term used but not defined herein shall
havo the meaning given to such term in the Agreement.
2. Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's
Assigned Rights and Obligations in and under the Agreement. Assignor shall remain liable for all
obligations relating to the Assigned Rights and Obligations which arose and accrued prior to the Effective
Date, and Assignor hereby indemnifies and agrees to defend and hold harmless Assignee from and against
any and all losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees
(collectively, "Losses") incurred, paid, or required under penalty of law to be paid by Assignee by reason
of the failure of Assignor to fulfill, perform, or discharge any or all of the obligations relating to the
Assigned Rights and Obligations which arose and accrued prior to the Effective Date.
Partial Assignment and Assumption of Veale Ranch Development Agreement — Page 1
28
01 3857.000001\4914-023 3-0238.v5
3. Assumption. Assignee hereby assumes all of Assignor's Assigned Rights and Obligation:
in and under the Agreement. Assignee shall be liable for all obligations relating to the Assigned Rights ano
Obligations which arise and accrue on or after the Effective Date, and Assignee hereby indemnifies ano
agrees to defend and hold harmless Assignor from and against any and all Losses incurred, paid, or requirec
under penalty of law to be paid by Assignor by reason of the failure of Assignee to fulfill, perform, of
discharge any or all of the obligations relating to the Assigned Rights and Obligations which arise anc
accrue on or after the Effective Date.
4. Retained Rights and Obligation§. Assignee and Assignor each acknowledge and agree tha.
this Assignment is only a partial assignment of Assignor's rights and obligations under the Agreement, anc
only includes the Assigned Rights and Obligations expressly set forth herein that have been assigned b}I
Assignor and assumed by Assignee. Assignee does not assume, and Assignor hereby retains, all rights and
obligations under the Agreement, other than the Assigned Rights and Obligations expressly assigned tc
Assignee, and agrees to perform the same subject to and in accordance with the terms and conditions of the
Agreement.
5. Notice to City. Assignor hereby agrees that Assignor has provided Notice to the City of
this Assignment in accordance with the terms of Section 15.2 of the Agreement.
6. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of
Assignor and Assignee, and their respective successors and assigns.
7. Countgrpa s. This Assignment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which counterparts together shall constitute one agreement
with the same effect as if the parties had signed the same signature page.
[signatures on following page.)
Partial Assignment and Assumption of Veale Ranch Development Agreement —Page 2
29
013857.000001\4914-0233-0238.v5
Assignor and Assignee have caused this Assignment to be executed and delivered as of the
Effective Date.
PMD ROLLING V SOUTH LAND LP,
a Texas limited partnership
By. PMB Rolling V South Land GP LLC,
a Texas limited liability company,
its General Partner
By: e21-��
Name: K. Taylor Baird
Title: Manager
ASIGNEE•
PMB FW LAND LP,
a Texas limited partnership
By: PMB Veale Land Investors 1 GP LLC,
a Texas limited liability company,
its General Partner
By: M�\ _
Name: K. Taylor Baird
Title: Manager
Partial Assignment and Assumption of Veale Ranch Development Agreement — Signature Page
30
013857.000001\4914-0233-0238.v5
EXHIBIT A
ASSIGNMENT PROPERTY DESCRIPTION
BEING A 638.357-ACRE TRACT OF LAND SITUATED IN THE T. & N.O. R.R. CO. SURVEY,
ABSTRACT NOS. 1565 & 1878, T. F. ROGERS SURVEY, ABSTRACT NO. 1357, ELIZABETH
LANGSTON SURVEY, ABSTRACT NO.988, D. T. FINLEY SURVEY, ABSTRACT NO. 1901 AND
THE S.A. & M.G. R.R. CO. SURVEY, ABSTRACT NO. 1961, TARRANT COUNTY, TEXAS, AND
BEING A PORTION OF TRACT OF LAND DESCRIBED TO PUB ROLLING V SOUTH LAND LP
BY DEEDS RECORDED IN COUNTY CLERK FILE NO. D223038385 AND COUNTY CLERK FILE
NO. D223038386 OF THE OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS, AND
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGS NI NG AT A 1-INCH IRON ROD STAMPED FOUND FOR THE SOUTHWEST CORNER OF
SAID PMB ROLLING V SOUTH LAND TRACT AND BEING THE NORTHWEST CORNER OF LOT
4, BLOCK 33 OF BELLA FLORA, PHASE 9, AN ADDITION TO TARRANT COUNTY, TEXAS AS
SHOWN BY PLAT RECORDED IN COUNTY CLERK FILE NO. D221115287 OF SAID OFFICIAL
PUBLIC RECORDS;
THENCE NORTH 00032`46" WEST, WITH THE WEST LINE OF SAID PMB ROLLING V SOUTH
LAND TRACT, A DISTANCE OF 4,191.96 FEET TO A I -INCH IRON ROD FOUND FOR THE
WESTERNMOST NORTHWEST CORNER OF SAME TRACT;
THENCE WITH THE NORTHERLY LINE OF SAID PMB ROLLING V SOUTH LAND TRACTS, THE
FOLLOWING COURSES AND DISTANCES:
NORTH 89®27`40" EAST, A DISTANCE OF 3,180.00 FEET TO A 1-INCH IRON ROD FOUND;
NORTH 00°3223" WEST, A DISTANCE OF 722.80 FEET TO A 5/8-INCH CAPPED IRON
ROD STAMPED "JACOBS" FOUND;
NORTH 89n7'34" EAST, A DISTANCE OF 444.62 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
SOUTH 24°54' 16" EAST, A DISTANCE OF 164.11 FEET TO A 518-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
SOUTH 07°05'06" EAST, A DISTANCE OF 246.75 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND,
EAST, A DISTANCE OF 628.83 FEET TO A 518-INCH CAPPED IRON ROD STAMPED
"JACOBS" FOUND;
NORTH 60°24'29" EAST, A DISTANCE OF 780.16 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
NORTH 32°45"42" WEST, A DISTANCE OF 102.90 FEET TO A 518-INCH CAPPED IRON
ROD STAMPED "JACOBS" FOUND;
NORTH 14°5675" EAST, A DISTANCE OF I22.85 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
Exhibit A, Assignment Property Description — Page 1
31
013857.000001\4914-0233-0238.0
NORTH 4605632" EAST, A DISTANCE OF 1,061.55 FEET TO A 5/8-INCH CAPPED IRON
ROD STAMPED "JACOBS" FOUND;
NORTH 89°38'01" EAST, A DISTANCE OF 1,085.30 FEET TO A 5/8-INCH CAPPED IRON
ROD STAMPED "JACOBS" FOUND FOR THE NORTHEAST CORNER OF SAID PMB
ROLLING V SOUTH LAND TRACT,
THENCE SOUTH 00022'06" EAST, WITH THE EAST LINE OF SAID PMB ROLLING V SOUTH
LAND TRACT, A DISTANCE OF 3,668.21 FEET, FROM WHICH A I -INCH IRON ROD FOUND FOR
THE EASTERNMOST SOUTHEAST CORNER OF SAME TRACT ON THE NORTHWEST RIGHT-
OF-WAY LINE OF US HIGHWAY 377 SOUTH (A VARIABLE WIDTH RIGHT-OF-WAY) BEARS
SOUTH 00022'06" EAST, A DISTANCE OF 511.75 FEET;
THENCE DEPARTING SAID EAST LINE, OVER AND ACROSS SAID PMB ROLLING V SOUTH
LAND TRACTS, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 8905702" WEST, A DISTANCE OF 1,016.95 FEET;
SOUTH 47-12'I6" WEST, A DISTANCE OF 1105.20 FEET TO THE BEGINNING OF A
CURVE TO THE LEFT HAVING A RADIUS OF 1,750.00 FEET AND A CHORD THAT
BEARS
SOUTH 34°27'06" WEST, 772.60 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 25030'19", AN
ARC -DISTANCE OF 779.02 FEET TO THE BEGINNING OF A CURVE TO THE LEFT
HAVING A RADIUS OF 817.00 FEET AND A CHORD THAT BEARS NORTH 88004'49"
WEST, 309,07 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 21°482211, AN
ARC -DISTANCE OF 310.94 FEET;
SOUTH 08-59-00" EAST, A DISTANCE OF 110.00 FEET;
SOUTH 47059'19" WEST, A DISTANCE OF 445.66 FEET TO A I -INCH IRON ROD FOUND
FOR A REENTRANT CORNER OF SAID PMB ROLLING V SOUTH LAND TRACT;
THENCE SOUTH 4705923" WEST, WITH THE SOUTH LINE OF SAID PMB ROLLING V SOUTH
LAND TRACT, A DISTANCE OF 58336 FEET TO A 1/2-INCH CAPPED IRON ROD FOUND
STAMPED "TEXAS SURVEYING INC";
THENCE SOUTH 8902T37" WEST, CONTINUING WITH SAID SOUTH LINE, A DISTANCE OF
3,523.81 FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA OF
638357 ACRES (27,806,810 SQ. FEET) OF LAND.
Exhibit A, Assignment Property Description — Page 2
32
013857.000001\4914-0233-0238.v5
ASSIGNED RIGHTS AM OBLIGATIONS
All rights, obligations, requirements, and/or covenants to develop under the Agreement solely as relates to
the Assignment Property constitute the Assigned Rights and Obligations assigned to and assumed by
Assignee from Assignor.
Exhibit B, Assigned [tights and Obligations — Page l
33
013857.000001\4914-0233-0238.v5
EXHIBIT "III"
PARTIAL ASSIGNMENT AND ASSUMPTION
OF WALE RANCH DEVELOPMENT AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF VEALE RANCH
DEVELOPMENT AGREEMENT (this " s.si nrt ") is made as of May 15 2024 (the ' q&v_e
Ate"), by and between PKB FW LAND LP, a Texas limited partnership (" tg"'), and FW CLUB
LP, a Texas limited partnership ("Assiert").
WHEREAS, PB Vcntana 1, LI.C, a Texas limited liability company; PMB 120 Land LP, a Texas
limited partnership; PMB Rolling V South Land, LP, a Texas limited partnership; PMB RVS Dev Co LLC,
a Texas limited liability company; PMB SWPW Dev Co LLC, a Texas limited liability company; PMB
Team Ranch Deveo LLC, a Texas limited liability company; PMB Veale Land investors I LP, a Texas
limited partnership; PMB Ventana Developer LLC, a Texas limited liability company; PMB Ventana
Developer South LLC, a Texas limited liability company-, PMB Ventana SFR LP, a Texas limited
partnership; and TKT Land Investors, LLC. a Delaware limited liability company, (collectively, "Original
few nv e, "), and the City of Fort Worth, Texas (the "Cif"), entered into that certain Veate Ranch
Development Agreement dated March 9, 2023 (as assigned, the "_Agreement"). concerning the development
of that certain real property located in Parker and Tarrant Counties, Texas (the "('MWr "), as more
particularly described therein;
WHEREAS, pursuant to Section 15 of the Agreement, upon Notice to the City, Assignor has the
right to assign the Agreement to (i) any person or entity that is or will become an owner of any portion of
the Property (referred to herein as a "Successor Owner"); (ii) any Affiliate of an Original Owner; or (iii)
any lienholder on the Property;
WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of November 1, 2023
between Assignor, as seller, and Assignee, as purchase (the "k$A"� Assignee has purchased that certain
638.350 acre portion of the Property described on ig ' 't A attached hereto (the "Assignment sand"), and
as such, Assignee is a Successor Owner,
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to assume from
Assignor, those certain rights of Assignor with respect to the Assignment Property in and under the
Agreement described in Exhibit B attached hereto (collectively, the "Assigned Rigbts and %ligations" ), as
further set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:
I . Recitals: Caoitalircd Terms. The recitals set forth above are true and correct in all material
respects and are incorporated herein by reference. Any capitalized term used but not defined herein shall
have the meaning given to such term in the Agreement.
2. Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of Assignoes
Assigned Rights and Obligations in and under the Agreement. Assignor shall remain liable for all
obligations relating to the Assigned Rights and, Obligations which arose and accrued prior to the Effective
Date, and Assignor hereby indemnifies and agrees to defend and hold harmless Assignee from and against
any and all losses, liabilities, damages, costs, and oxpenses, including reasonable attorneys' fees
(collectively, " ") incurred, paid, or required under penalty of law to be paid by Assignee by reason
of the failure of Assignor to fulfill, perform, or discharge any or all of the obligations relating to the
Assigned Rights and Obligations which arose and accrued prior to the Effective Date.
Partial Assignment and Assumption of Vcale Ranch Development Agreement —Page i
34
013857.000001\4914-0233-0238.v5
3. Assumption. Assignee hereby assumes all of Assignor's Assigned Rights and Obligations
in and under the Agreement. Assignee shall be liable for all obligations relating to the Assigned Rights and
Obligations which arise and accrue on or after the Effective Date, and Assignee hereby indemnifies and
agrees to defend and hold harmless Assignor from and against any and all Losses incurred, paid, or required
under penalty of law to be paid by Assignor by reason of the failure of Assignee to fulfill, perform, or
discharge any or all of the obligations relating to the Assigned Rights and Obligations which arise and
accrue on or after the Effective Date.
4. Retained Rightsgnd Obligations. Assignee and Assignor each acknowledge and agree that
this Assignment is only a partial assignment of Assignor's rights and obligations under the Agreement, and
only the Assigned Rights and Obligations expressly set forth herein have been assigned and assumed by
Assignee. Assignee does not assume, and Assignor hereby retains, all rights and obligations under the
Agreement, other than the Assumed Rights and Obligations expressly assigned to Assignee, and agrees to
perform the same subject to and in accordance with the terms and conditions of the Agreement.
5. Notice to City. Assignor hereby agrees that Assignor has provided Notice to the City of
this Assignment in accordance with the terms of Section 15.2 of the Agreement.
6. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit
of Assignor and Assignee, and their respective successors and assigns.
7. Counterparts. This Assignment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which counterparts together shall constitute one agreement
with the same effect as if the parties had signed the same signature page.
[signatures on following page.]
Partial Assignment and Assumption of Veale Ranch Development Agreement — Page 2
35
0 13 857.00000 1 \4914-0233-0238.v5
Assignor and Assignee have caused this Assignment to be executed and delivered as of the
Effective Date.
ASSIGNOR:
PMB FW LAND LP,
a Texas limited partnership
By: PMB Veale Land Investors I GP LLC,
a Texas limited liability company,
its General Partner
By.
Name:
Title: Manager
ASSIGNEE:
FW CLUB LP,
a Texas limited partnership
By: PMB DLC FW GP, LLC,
a Delaware limited liability company,
its General Partner
By:
Name:
Title:
Partial Assignment and Assumption of Veale Ranch Development Agreement — Signature Page
36
013857.000001 \4914-0233-0238.v5
Assignor and Assignee have caused this Assignment to be executed and delivered as of the
Effective Date.
ASSIGNOR:
PKB FW LAND LP,
a Texas limited partnership
By: PMB V le Land invest i GP LLC,
a Texas li ited liabil' company,
its Gcncral rtne
By:.0
Name:
Title:
ASSIGNEE:
FW CLUB LP,
a Texas limited partnership
By: PMB DLC FW GP, LLC,
a Delaware limited liability company,
its General Partner
By:
Name: _ XQ�,
Title: A.azRd Al
Partial Assignment and Assumption of Veale Ranch Development Agreement — Signature Page
�7
0 13857.00000 1\4914-0233-0238.v5
LEGAL DESCREMON OF ASSIGNMENT LAND
BEING A 638.350-ACRE TRACT OF LAND SITUATED IN THE T. & N.O. R.R. CO. SURVEY,
ABSTRACT NOS. 1565 & 1878, T. F. ROGERS SURVEY, ABSTRACT NO. 1357, ELIZABETH
LANGSTON SURVEY, ABSTRACT NO.988, D. T. FINLEY SURVEY, ABSTRACT NO. 1901 AND
THE S.A. & M.G. R.R. CO. SURVEY, ABSTRACT NO. 1961, TARRANT COUNTY, TEXAS, AND
BEING A PORTION OF TRACTS OF LAND DESCRIBED TO PMB ROLLING V SOUTH LAND LP
BY DEEDS RECORDED IN COUNTY CLERK FILE NO. D223038385 AND COUNTY CLERIC FILE
NO. D223038386 OF THE OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS, AND
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGEVNING AT A I -INCH IRON ROD STAMPED FOUND FOR THE SOUTHWEST CORNER OF
SAID PMB ROLLING V SOUTH LAND TRACT AND BEING THE NORTHWEST CORNER OF LOT
4, BLOCK 33 OF BELLA FLORA, PHASE 9, AN ADDITION TO TARRANT COUNTY, TEXAS AS
SHOWN BY PLAT RECORDED IN COUNTY CLERK FILE NO. D221115287 OF SAID OFFICIAL
PUBLIC RECORDS;
THENCE NORTH 00°3247" WEST, WITH THE WEST LINE OF SAID PMB ROLLING V SOUTH
LAND TRACT, A DISTANCE OF 4,191.82 FEET TO A I -INCH IRON ROD FOUND FOR THE
WESTERNMOST NORTHWEST CORNER OF SAME TRACT;
THENCE WITH THE NORTHERLY LINE OF SAID PMB ROLLING V SOUTH LAND TRACTS, THE
FOLLOWING COURSES AND DISTANCES:
NORTH 89-27'40" EAST, A DISTANCE OF 3,180.00 FEET TO A 1-INCH IRON ROD FOUND;
NORTH 0003223" WEST, A DISTANCE OF 722.80 FEET TO A 5/8-INCH CAPPED IRON
ROD STAMPED "JACOBS" FOUND;
NORTH 89°2734" EAST, A DISTANCE OF 444.62 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
SOUTH 24°54`16" EAST, A DISTANCE OF 164.11 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
SOUTH 07005'06" EAST, A DISTANCE OF 246.75 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
EAST, A DISTANCE OF 628.83 FEET TO A 518-INCH CAPPED IRON ROD STAMPED
"JACOBS" FOUND;
NORTH 6002429" EAST, A DISTANCE OF 780.16 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
NORTH 32°4542" WEST, A DISTANCE OF 102.90 FEET TO A 5/8-INCH CAPPED IRON
ROD STAMPED "JACOBS" FOUND;
NORTH 14°56'25" EAST, A DISTANCE OF 122.85 FEET TO A 5/8-INCH CAPPED IRON ROD
STAMPED "JACOBS" FOUND;
Exhibit A, Assignment Property Description — Page I
38
0 13857.00000 1\4914-0233-0238.v5
NORTH 46°56'31" EAST, A DISTANCE OF 1,061.55 FEET TO A 518-INCH CAPPED IRON
ROD STAMPED "JACOBS" FOUND;
NORTH 89°38'01" EAST, A DISTANCE OF 1,085.30 FEET TO A 5/8-INCH CAPPED IRON
ROD STAMPED "JACOBS" FOUND FOR THE NORTHEAST CORNER OF SAID PMB
ROLLING V SOUTH LAND TRACT;
THENCE SOUTH 00022'06" EAST, WITH THE EAST LINE OF SAID PMB ROLLING V SOUTH
LAND TRACT, A DISTANCE OF 3,668.20 FEET TO A 5/8-INCH CAPPED IRON ROD STAMPED
"LJA SURVEYING" SET (HEREINAFTER REFERRED TO AS "CAPPED IRON ROD SET"). FROM
WHICH A 1-INCH IRON ROD FOUND FOR THE EASTERNMOST SOUTHEAST CORNER OF
SAME TRACT ON THE NORTHWEST RIGHT-OF-WAY LINE OF US HIGHWAY 377 SOUTH (A
VARIABLE WIDTH RIGHT-OF-WAY) BEARS SOUTH 00°22'06" EAST, A DISTANCE OF 511.75
FEET;
THENCE DEPARTING SAID EAST LINE, OVER AND ACROSS SAID PMB ROLLING V SOUTH
LAND TRACTS, THE FOLLOWING COURSES AND DISTANCES:
SOUTH 89057'02" WEST, A DISTANCE OF 1,016.95 FEET TO A CAPPED IRON ROD SET;
SOUTH 47° 12' 16" WEST, A DISTANCE OF 1105.20 FEET TO A CAPPED IRON ROD SET
FOR THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 1,750.00 FEET
AND A CHORD THAT BEARS SOUTH 34027'06" WEST, 772.60 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 25°30'19", AN
ARC -DISTANCE OF 779.02 FEET TO A CAPPED IRON ROD SET FOR THE BEGINNING
OF A NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 817.00 FEET AND A
CHORD THAT BEARS NORTH 88004'49" WEST, 309.07 FEET;
WITH SAID CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 21048'22", AN
ARC -DISTANCE OF 310.94 FEET TO A CAPPED IRON ROD SET;
SOUTH 08"59'00" EAST, A DISTANCE OF 110.00 FEET TO A CAPPED IRON ROD SET;
SOUTH 47059119" WEST, A DISTANCE OF 445.66 FEET TO A 1-INCH IRON ROD FOUND
FOR THE NORTHERNMOST CORNER OF BELLA FLORA PHASE 10, AN ADDITION TO
TARRANT COUNTY, TEXAS, AS SHOWN BY PLAT RECORDED IN COUNTY CLERK
FILE No. D221350274 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 47059`23" WEST, WITH THE SOUTH LINE OF SAID PMB ROLLING V SOUTH
LAND TRACT, A DISTANCE OF 583.36 FEET TO A 1/2-INCH CAPPED IRON ROD FOUND
STAMPED "TEXAS SURVEYING INC';
THENCE SOUTH 8902745" WEST, CONTINUING WITH SAID SOUTH LINE, A DISTANCE OF
3,523.80 FEET TO THE POINT OF BEGINNING AND CONTAINING A CALCULATED AREA OF
638.350 ACRES (27,806,514 SQ. FEET) OF LAND.
Exhibit A, Assignment Property Description — Page 2
39
013 857.000001 \4914-0233-0238.v5
EXHIBIT B
ASSIGNED RIGHTS AND OBLIGATIONS
1. The following rights and obligations of the Agreement solely as relates to the Assignment Property
constitute the Assigned Rights and Obligations assigned to and assumed by Assignee from
Assignor:
a. Section 3.2(c);
b. Section 3.3;
c. Section 6, except that (t) the third sentence of Section 6.1(a), (ii) Section 6.1(b), (iii) Section
6.2(b), (iv) Section 6.2(c), and (v) Section 6.3 (b), none of which are assigned to or assumed
by Assignee and are retained by Assignor;
d. Section 7, except that (i) Section 7.14(a), and (ii) Section 7.15, are not assigned to or
assumed by Assignee and are retained by Assignor,
C. Section 8;
f. Section 9;
g. Section 10, except that (i) Section 10.2 ft (ii) Section 10.2(c), and (iii) Section 10.2(d) are
not assigned to or assumed by Assignee and arc retained by Assignor,
h. Section 11.1 and Section 11.6;
i. Section 12.1(b) and Section 12.2;
j. Section 14, except that Section 14.2 is not assigned to or assumed by Assignee and are
retained by Assignor;
k. Section 15.3, Section 15.4, Section 15.5, and Section 15.6
I. Section 16.2; and
m. Section 17, except that (i) Section 17.1, (ii) Section 17.2, (iii) Section 173, (iv) Section
17.7 are not assigned to or assumed by Assignee and are retained by Assignor.
2. Except for the Assigned Rights and Obligations no other provisions of the Agreement are assigned
to or assumed by Assignee, including without limitation, the following:
a. Section 1;
b. Section 2;
c. Section 3, except for (i) Section 3.2(c), and (0) Section 3.3;
d. Section 4;
C. Section 5;
f. (i) third sentence of Section 6.1(a), (ii) Section 6.1(b), (iii) Section 6.2(b), (iv) Section
6.2(c), and (v) Section 6.3(b);
g. (i) Section 7.14(a), and (ii) Section 7.15;
h. (i) Section 10.2(b), (ii) Section 10.2(c), and (iii) Section 10.2(d);
i. Section 11, excluding (i) Section 11.1, and (ii) Section 11.6;
j. Section 12, excluding (i) Section 12.1(b), and (ii) Section 12.2;
k. Section 14.2;
1. Section 15, excluding (i) Section 15.3, (ii) Section 15.4, (iii) Section 15.5, and (iv) Section
15.6;
m. Section 16, excluding Section 16.2;
n. (i) Section 17.1, (ii) Section I7.2, (iii) Section 17.3, and (iv) Section 17.7
3. Section 1 and Section 2 are hereby incorporated by reference into this Assignment to the extent the
incorporation of such provisions are necessary, appropriate or applicable to the Assigned Rights
and Obligations.
Exhibit B, Assigned Rights and Obligations -• Page 1
40
013 857.000001 \4914-023 3 -023 8. v5
Exhibit "IV"
Description of Authorized Improvements and Budgeted Costs
Description of Authorized Improvements
Roadway Improvements
The road improvement portion of the Improvement Area #4 Improvements consists of the
acquisition, construction, improvement, widening, narrowing, closing and re-routing of streets,
roadways, bridges and arterials and include, subgrade stabilization (including lime treatment and
compaction), concrete, asphalt or other applicable material, curbs, gutters, sidewalks, barrier free
ramps, signage, traffic control devices and wayfinding, landscaping and irrigation, re -vegetation
of disturbed areas within and for the right of way, retaining walls within and for the right of way,
all related earthwork and excavation, and the fair market value of any right-of-way dedication to
the City which benefit the Improvement Area #4 Assessed Property. Roadway improvements also
include, if necessary, any TxDOT (the "TxDOT") turn lanes or TxDOT signalization at US 377 &
Bear Creek Parkway or other locations and the necessary infrastructure, requirements, permitting,
and other necessary work related to TxDOT. All roadway projects will be designed and constructed
in accordance with City and/or other applicable governmental jurisdiction standards and
specifications, including the Fort Worth Master Throughfare Plan (the "Master Throughfare
Plan"), and will be owned and operated by the City and/or other applicable governmental
jurisdictions. Local residential streets, as defined by the Master Throughfare Plan will not be an
Authorized Improvement.
Water Improvements
The water improvements portion of the Improvement Area #4 Improvements consists of
acquisition, construction, improvement and installation of water and reclaimed water supply lines
and related facilities and equipment, which includes waterlines (excluding waterlines 8" or less
and serving residential area), valves, vaults, fire hydrants, trench safety, testing, related earthwork
and excavation, appurtenances, and the fair market value of any easements granted to the City
necessary for the portion of the water distribution system that will service the Improvement Area
#4 Assessed Property, including improvements that are off -site. The water improvements will be
designed and constructed in accordance with City standards and specifications and will be owned
and operated by the City.
Sanitary Sewer Improvements
The sanitary sewer improvement portion of the Improvement Area #4 Improvements consists of
acquisition, construction, improvement and installation of various sized sanitary sewer pipes
(excluding lines 8" or less and serving residential area), service lines, force main(s), lift station(s),
and related facilities and equipment which include, manholes, encasements, pumps, trench safety,
41
013857.000001\4914-0233 -023 8.v5
testing, related earthwork and excavation, appurtenances, and the fair market value of any
easements granted to the City necessary to provide sanitary sewer service to Improvement Area #4
Assessed Property, including improvements that are offsite. The sanitary sewer improvements will
be designed and constructed in accordance with City standards and specifications and will be
owned and operated by the City.
Storm Drainage Improvements
The storm drainage improvement portion of the Improvement Area #4 Improvements consists of
the acquisition, construction, improvement and installation of stormwater drainage and detention
improvements and related facilities and equipment which include, storm pipes (all applicable
material), storm boxes, multi -reinforced box culverts, junction boxes, inlets, headwalls, trench
safety, testing, related earthwork and excavation and erosion control, appurtenances, and the fair
market value of any easements granted to the City necessary to provide adequate drainage to the
Improvement Area #4 Assessed Property, including improvements that are offsite. Storm drainage
improvements further include, if necessary, any drainage infrastructure within TxDOT turn lanes
at US 377 & Bear Creek Parkway or other locations and the necessary infrastructure, requirements,
permitting, and other necessary work related to TxDOT. The storm drainage collection system
improvements will be designed and constructed in accordance with City standards and
specifications and will be owned and operated by the City.
Public Landscaping and Trails
The public landscaping and trail improvements of the Improvement Area #4 Improvements
consist of the planting and construction of supplemental landscaping such as parks, ponds, lakes,
open spaces, entry features and areas, which include, sitting stations, benches, shaded structure(s),
hardscape such as walls, statues and monuments, landscaping, plantings, and irrigation, fountains,
playgrounds, athletic facilities, pavilions, lighting and paved parking spaces, which benefit the
Improvement Area #4 Assessed Property. The landscaping improvements will be designed
according to City standards and will be available for public use.
Other Soft and Miscellaneous Costs
The soft and miscellaneous costs portion of the Improvement Area #4 Improvements consists of
all costs related to designing, construction, installing, and financing the Authorized Improvements
including engineering and surveying, land planning and design, project and construction
management fees, City fees (including inspection fees, IPRC engineering plan review fees,
administrative material testing costs, water lab testing fees, pexmit fees, development fees, capacity
fees and per acre charges), material testing, appraisal, legal �nd issuance costs, contingency, and
other related soft and miscellaneous costs. '
42
0 13857.00000 1\4914-0233-0238.v5
ROADWAY IMPROVEMENTS
$3,212,402
WATER IMPROVEMENTS
$4,792,594
SEWER IMPROVEMENTS' ;
$1,502,756
STORM DRAINAGE IMPROVEMENTS
$289,181
PUBLIC LANDSCAPING, TRAILS AND PARKS
$675,000
OTHER SOFT AND MISCELLANEOUS COSTS
$2,927,205
TOTAL AUTHORIZED IMPROVEMENTS
$13,399,137
# OF LOTS
136
PID ELIGIBLE COSTS PER LOT
I S98.523
Schedule A to Exhibit "IV"
Development Schedule
Public Improvements Start Date: Q4 2024
Projected Public Improvements End Date: Q2 2026
Projected Vertical Improvements Start Date: Q2 2026
Projected Vertical Improvements End Date: Q4 2033
43
013 857.00000 1\4914-0233-0238.v5
Schedule B to Exhibit "IV"
Engineer's Report(s)
44
013857.000001\4914-0233-0238.v5
FU1 I11J11/II IJLdll DDU 3yb LC111 r-Al IVIUUI.LCU
CH
1.VV
.?11,Z)ULJ.LJU
-?JL.L,JUU.UU
Furnish/Install Hybrid Detection System
EA
5.00
$13,000.00
$65,000.00
Furnish/Install Model 711 Preemption
LF
3.00
$4,000.00
$12,000.00
Furnish/Install Preemption Cable
EA
822.00
$5.00
$4,110.00
Furnish/Install PTZ Camera
EA
1.00
$11,500.00
$11,500.00
Furnish/Install Communication Modem
LF
1.00
$5,500.00
$5,500.00
Furnish/Install CATS Ethernet Cable
LF
1,600.00
$5.00
$8,000.00
5/C 14 AWG Multi -Conductor Cable
LF
20.00
$5.00
$100.00
7/C 14 AWG Multi -Conductor Cable
LF
705.00
$6.00
$4,230.00
10/C 14 AWG Multi -Conductor Cable
LF
218.00
$7.00
$1,526.00
20/C 14 AWG Multi -Conductor Cable
LF
1,155.00
$11.00
$12,705.00
3/C 14 AWG Multi -Conductor Cable
LF
228.00
$5.00
$1,140.00
NO 6 Insulated Electric Condr
LF
36.00
$5.00
$180.00
NO 10 Insulated Electric Condr
LF
1,888.00
$3.00
$5,664.00
NO 6 Bare Electric Condr SLD
LF
18.00
$5.00
$90.00
NO 8 Bare Electric Condor SLD
LF
771.00
$4.00
$3,084.00
Furnish/Install Ground Box Type D, w/Apron
EA
8.00
$4,000.00
$32,000.00
Furnish/Install 10'-20' Ped Pole Assembly
LF
1.00
$4,500.00
$4,500.00
Furnish/Install Type 41 Signal Pole
EA
2.00
$15,500.00
$31,000.00
Furnish/Install Type 43 Signal Pole
EA
1.00
$19,000.00
$19,000.00
Furnish/Install Type 45 Signal Pole
EA
2.00
$19,500.00
$39,000.00
Furnish/Install Mast Arm 16'- 36'
EA
2.00
$10,000.00
$20,000.00
Furnish/Install Mast Arm 40'- 48'
EA
1.00
$11,000.00
$11,000.00
Furnish/Install Mast Arm 52'- 60'
EA
2.00
$14,000.00
$28,000.00
TY 1 Signal Foundation
EA
1.00
$6,500.00
$6,500.00
TY 3 Signal Foundation
EA
2.00
$8,000.00
$16,000.00
TY 4 Signal Foundation
EA
1.00
$8,500.00
$8,500.00
TY 5 Signal Foundation
EA
2.00
$9,000.00
$18,000.00
Signal Cabinet Foundation - 352i & BBU
EA
1.00
$7,800.00
$7,800.00
Furnish/Install ATC Signal Controller
EA
1.00
$6,800.00
$6,800.00
Furnish/Install 352i Controller Cabinet Assembly
EA
1.00
$32,000.00
$32,000.00
Furnish/Install LED Lighting Fixture (137 Watt ATB2 Cobra Head)
EA
5.00
$1,100.00
$5,500.00
Furnish/Install Alum Sign Mast Arm Mount
EA
16.00
$1,000.00
$16,000.00
Furnish/Install Alum Sign Ground Mount City Std.
EA
6.00
$1,000.00
$6,000.00
IN SM RD SUP&AM TY10BWG(1)SA(P)
EA
6.00
$500.00
$3,000.00
Remove Existing Wire Fence
LF
188.00
$6.00
$1,128.00
Post & Cable Fence (Remove)
LF
80.00
$10.00
$800.00
Concrete Sidewalks (5")
SY
15.00
$62.00
$930.00
Plane Asphalt Concrete Pavement (1")
SY
1,515.00
$32.00
$48,480.00
FL BS (CMP In Place)(TY A GR 1-2)(10")
SY
1,515.001
$115.00
$174,225.00
12" Gate Valve
EA
6.00
$4,500.00
$27,000.00
16" Gate Valve & Vault
EA
2.00
$28,500.00
$57,000.00
24" Gate Valve & Vault
EA
9.00
$62,500.00
$562,500.00
Ductile Iron Water Fittings w/ Restraint
TON
15.02
$16,500.00
$247,797.00
6" Blow Off Valve
EA
1.00
$14,500.00
$14,500.00
8" Blow Off Valve
EA
1.00
$18,500.00
$18,500.00
2" Combination Air Valve Assembly for Water
EA
1.00
$12,500.00
$12,500.00
4" Combination Air Valve Assembly for Water
EA
1.00
$30,500.00
$30,500.00
20" Casing By Open Cut
LF
508.00
$320.00
$162,560.00
24" Casing By Open Cut
LF
407.00
$380.00
$154,660.00
42" Casing By Open Cut
LF
529.00
$720.00
$380,880.00
Connection to Existing 24" Water Main
EA
1.00
$9,500.00
$9,500.00
Erosion Control Matting
SY
127.00
$12.00
$1,524.00
12" DIP Water, CSS Backfill
LF
427.00
$162.00
$69,174.00
ter, CSS Backfill
24" DIP W]Ri
LF
500.00
$312.00
$156,000.00
Concreteprap
SY
1,041.00
$82.00
$85,362.00
24" Ring Connection (Change Order 1) 1 EA 1 (1.00)1 $105,000.00 ($105,000.00)
Subtotal - Water Improvements $4,020,129.00
Sewer Improvements
Item Description
Unit
Quantity
Unit Price
Total Item Cost
Post -CCTV Inspection
LF
1,911.00
$6.00
$11,466.00
Manhole Vacuum Testing
EA
11.00
$500.00
$5,500.00
Trench Safety
LF
1,911.00
$4.00
$7,644.00
Trench Water Stops
EA
7.00
$750.00
$5,250.00
15" PVC Sewer Pipe SDR-26
LF
345.00
$326.00
$112,470.00
15" DIP Sewer Pipe
LF
246.00
$396.00
$97,416.00
18" Epoxy Coated Ductile Iron Sewer Pipe
LF
226.00
$425.00
$96,050.00
30" Fiberglass Reinforced Sewer Pipe
LF
1,343.00
$426.00
$572,118.00
24" Casing By Open Cut
LF
289.00
$420.00
$121,380.00
36" Casing By Open Cut
LF
226.00
$620.00
$140,120.00
48" Casing By Open Cut
LF
30.00
$820.00
$24,600.00
15" Sewer Pipe, CSS Backfill
LF
20.00
$346.00
$6,920.00
18" DIP Sewer, CSS Backfill
LF
141.00
$456.00
$64,296.00
30" Fiberglass Sewer Pipe, CSS Backfill
LF
20.00
$466.00
$9,320.00
4' Manhole
EA
3.00
$8,000.00
$24,000.00
4' Drop Manhole
EA
2.00
$9,000.00
$18,000.00
5' Manhole
EA
7.00
$10,000.00
$70,000.00
Concrete Collar for Manhole
EA
11.00
$1,000.00
$11,000.00
Remove 4' Sewer Manhole
EA
1.00
$3,500.00
$3,500.00
WAGER 3000 Manhole Scrubber
EA
1.00
$18,500.00
$18,500.00
4' Extra Depth Manhole
VF
60.90
$275.00
$16,747.50
5' Extra Depth Manhole
VF
70.00
$325.00
$22,750.00
Epoxy Manhole Liner
VF
197.60
$485.00
$95,836.00
Concrete Riprap
SY
252.00
$82.00
$20,664.00
Post -CCTV Inspection (Change Order 1)
LF
378.00
$6.00
$2,268.00
Manhole Vacuum Testing (Change Order 1)
EA
4.00
$500.00
$2,000.00
Trench Safety (Change Order 1)
LF
378.00
$4.00
$1,512.00
Trench Water Stops (Change Order 1)
EA
(3.00)
$750.00
($2,250.00)
12" Sanitary Sewer Pipe (Change Order 1)
LF
2.00
$276.00
$552.00
15" Sanitary Sewer Pipe (Change Order 1)
LF
24.00
$326.00
$7,824.00
20" Casing by Open Cut (Change Order 1)
LF
(5.00)
$320.00
($1,600.00)
24" Casing by Open Cut (Change Order 1)
LF
(159.00)
$420.00
($66,780.00)
36" Casing by Open Cut (Change Order 1)
LF
(8.00)
$620.00
($4,960.00)
18" DIP Sanitary Sewer, CSS Backfill (Change Order 1)
LF
(141.00)
$456.00
($64,296.00)
4' Manhole (Change Order 1)
EA
1.00
$8,000.00
$8,000.00
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Item Description
Unit
I Quantity
Unit Price
Total Item Cost
Engineering, Surveying, Staking
LS
1
$1,537,500
$1,537,500
Construction Materials Testing
LS
1
$15,000
$15,000
Erosion Control & SWPPP
LS
1
$15,000
$15,000
City of Fort Worth Fees
LS
1
$361,702
$361,702
Bonding Fees (Maintenance, Payment, Performance, Development)
LS
1
$166,933
$166,933
Easement and Right -of -Way Dedication
LS
1
$50,000
$50,000
Construction Management
%
5%
$6,555,449
$327,772
Subtotal - Other Soft and Miscellaneous Costs $2,473,907.12
Fire Hydrant
EA
3.00
$6,500.00
$19,500.00
12" Gate Valve
EA
4.00
$6,000.00
$24,000.00
1" Water Service, Meter Reconnection
EA
3.00
$2,500.00
$7,500.00
1" Bored Water Service
EA
5.00
$3,500.00
$17,500.00
Connection to Existing 16" Water Main
EA
3.00
$10,500.00
$31,500.00
Connection to Existing 4"-12" Water Main 8"
EA
2.00
$3,500.00
$7,000.00
Connection to Existing 4"-12" Water Main 6"
EA
1.00
$2,500.00
$2,500.00
16" Gate Valve with Vault
EA
1.00
$26,500.00
$26,500.00
16" x 12" Tapping Sleeve & Valve
EA
1.00
$24,500.00
$24,500.00
Ductile Iron Water Fittings
TONS
4.00
$9,500.00
$38,000.00
Traffic Control
LS
1.00
$6,500.00
$6,500.00
Waterline Sterilization and Pressure Testing
LF
716.00
$4.00
$2,864.00
Trench Safety
LF
716.00
$2.00
$1,432.00
Right of Way Clearing, Restoration, and Seeding of Disturbed Areas
LF
716.00
$10.00
$7,160.00
Comply with TPDES Construction General Permit TXR 150000
LS
1.00
$3,500.00
$3,500.00
Mobilization (Change Order 1)
LS
0.50
$7,500.00
$3,750.00
Remove 12" Water Line (Change Order 1)
LF
(110.00)
$40.00
($4,400.00)
Remove 16" Water Line (Change Order 1)
LF
(30.00)
$60.00
($1,800.00)
Salvage Fire Hydrant (Change Order 1)
EA
(1.00)
$1,000.00
($1,000.00)
12" WTR Pipe (PVC Restrained) (Change Order 1)
LF
412.00
$142.00
$58,504.00
16" DIP Water (Change Order 1)
LF
(10.00)
$322.00
($3,220.00)
16" PVC C900 Water Pipe (Restrained Joints) (Change Order 1)
LF
(126.00)
$262.00
($33,012.00)
30" Casing by Open Cut (Change Order 1)
LF
(102.00)
$420.00
($42,840.00)
Fire Hydrant (Change Order 1)
EA
(1.00)
$6,500.00
($6,500.00)
12" Gate Valve (Change Order 1)
EA
1.00
$6,000.00
$6,000.00
Connection to Existing 16" Water Main (Change Order 1)
EA
(2.00)
$10,500.00
($21,000.00)
16" Gate Valve with Vault (Change Order 1)
EA
(1.00)
$26,500.00
($26,500.00)
Ductile Iron Water Fittings (Change Order 1)
TON
(1.30)
$9,500.00
($12,302.50)
Traffic Control (Change Order 1)
LS
0.50
$6,500.00
$3,250.00
Waterline Sterilization and Pressure Testing (Change Order 1)
LF
296.00
$4.00
$1,184.00
Trench Safety (Change Order 1)
LF
296.00
$2.00
$592.00
Right of Way Clearing, Restoration, and Seeding of Disturbed Areas (Change Order 1)
LF
296.00
$10.00
$2,960.00
Comply with TPDES Construction General Permit (Change Order 1)
LS
0.50
$3,500.00
$1,750.00
Conc Collar for Valves (Change Order 1)
EA
2.00
$2,000.00
$4,000.00
12" DIP PIPE (Change Order 1)
LF
20.00
$162.00
$3,240.00
Conn to Ex 16" WTR Main (Change Order 1)
EA
1.00
$10,000.00
$10,000.00
4' W Asphalt Pvmt Repair, Resid (12" WTR)
LF
435.00
$40.00
$17,400.00
16" x 12" Tapping Sleeve & Valve
EA
1.00
$28,500.00
$28,500.00
Subtotal - Water Improvements $443,295.50
VW ASPHLT PVMT REPAIR, RESID (8" SS -16" Encase) (Change Order 1)
LF
1 110.001
$72.00
1 $7,920.00
ASPHLT PVMT REPAIR BYND DEF WIDTH, ART (Change Order 1)
SY
61.00
$80.00
$4,880.00
Subtotal - Sewer Improvements $129,445.40
St m� air ag Iftroverngp t
Item Description Unit
Quantity
Unit Price
Total Item Cost
Subtotal - Storm Drainage Improvements $0.00
Publi6L41ndscapjffg, ils£aitdrtParks
Item Description
Unit
Quantity
Unit Price
Total Item Cost
Subtotal - Public Landscaping, Trails and Parks $0.00
Othefloft'a�d Misc64lanedih Cost ar
Item Description
Unit
Quantity
Unit Price
Total Item Cost
Engineering, Surveying, Staking
LS
1
$18,890.31
$18,890.31
Construction Materials Testing
LS
1
$5,780.00
$5,780.00
Erosion Control & SWPPP
LS
1
$2,500.00
$2,500.00
City of Fort Worth Fees
LS
1
$29,854.47
$29,854.47
Construction Management
%
5%
$572,741
$28,637
Subtotal - Other Soft and Miscellaneous Costs $85,661.83
Other Soft and Miscellaneous Costs
$367,636
Subtotal - BEAR CREEK IMPROVEMENTS
$3,711,379
KENWb6Dj.O1TS
Roadway Improvements
$0
Water Improvements
$443,296
Sewer Improvements
$129,445
Storm Drainage Improvements
$0
Public Landscaping, Trails and Parks
$0
Other Soft and Miscellaneous Costs
$85,662
Subtotal - KENWOOD LONGVUE IMPROVEMENTS
$658,403
TOTAL - IMPROVEMENT AREA #4
Roadway Improvements
$3,212,402
Water Improvements
$4,792,594
Sewer Improvements
$1,502,756
Storm Drainage Improvements
$289,181
Public Landscaping, Trails and Parks
$675,000
Other Soft and Miscellaneous Costs
$2,927,205
Hydrated Lime (32#/SY)
TON
1,099.00
$275.00
$302,225.00
6' Concrete Sidewalk
SF
53,401.00
$4.25
$226,954.25
12' Concrete Sidewalk
SF
38,897.00
$4.25
$165,312.25
6'-12' Transition Sidewalk
SF
3,800.00
$4.25
$16,150.00
Pavement Header (24')
EA
1.00
$800.00
$800.00
End of Road Barricade
EA
1.00
$1,000.00
$1,000.00
Stop Sign with Street Name Blades (R1-1)
EA
14.00
$1,000.00
$14,000.00
Mount Concrete Curb & 2' Gutter (Change Order 1)
LF
(29,169.00)
$30.00
($875,070.00)
Mount Concrete Curb & 4' Gutter (Change Order 1)
LF
(5,994.00)
$40.00
($239,760.00)
Sidewalk (Change Order 1)
SF
(53,401.00)
$4.25
($226,954.25)
Texcon (Change Order 2)
LS
1.00
$2,035,219.16
$2,035,219.16
Crossings (Change Order 3)
LS
1.00
$139,684.30
$139,684.30
Subtotal - Roadway Improvements $5,457,666.71
Water Improvements
Item Description
Unit
Quantity
Unit Price
Total Item Cost
Trench Safety
LF
17,043.00
$1.00
$17,043.00
8" PVC Water Pipe
LF
16,983.00
$56.00
$951,048.00
8" DIP Water
LF
60.00
$66.00
$3,960.00
Fire Hydrant (Assembly)
EA
30.00
$7,200.00
$216,000.00
1" Water Service
EA
133.00
$1,300.00
$172,900.00
8" Gate Valve
EA
53.00
$2,500.00
$132,500.00
Ductile Iron Water Fittings w/ Restraint
TON
8.83
$9,500.00
$83,913.50
8" Water Lowering
EA
36.00
$5,500.00
$198,000.00
20" Casing By Open Cut
LF
60.00
$320.00
$19,200.00
Water Testing (Excluding Geotech)
LF
17,043.00
$1.00
$17,043.00
Trench Safety (Change Order 1)
LF
(204.00)
$1.00
($204.00)
8" PVC Water Pipe (Change Order 1)
LF
87.00
$56.00
$4,872.00
Ductile Iron Water Fittings w/ Restraint (Change Order 1)
TON
(0.20)
$9,500.00
($2,090.00)
8" Water Lowering (Change Order 1)
EA
2.00
$5,500.00
$11,000.00
20" Casing By Open Cut (Change Order 1)
EA
21.00
$320.00
$6,720.00
Water Testing (Excluding Geotech) (Change Order 1)
LF
(204.00)
$1.00
($204.00)
Services (Change Order 2)
LS
1.00
$150,000.00
$150,000.00
Subtotal - Water Improvements $1,981,701.50
Sewer Improvements
Item Description
Unit
Quantity
Unit Price
Total Item Cost
Post -CCTV Inspection
LF
17,076.00
$4.00
$68,304.00
Manhole Vacuum Testing
EA
128.00
$200.00
$25,600.00
Trench Safety
LF
17,076.00
$4.00
$68,304.00
27" RCP, Class III
LF
727.00
$105.00
$76,335.00
30" RCP, Class III
LF
1,805.00
$115.00
$207,575.00
36" RCP, Class III
LF
1,862.00
$160.00
$297,920.00
42" RCP, Class III
LF
1,284.00
$200.00
$256,800.00
48" RCP, Class III
LF
1,220.00
$235.00
$286,700.00
60" RCP, Class III
LF
230.00
$310.00
$71,300.00
66" RCP, Class III
LF
500.00
$390.00
$195,000.00
4' Storm Junction Box
EA
33.00
$5,500.00
$181,500.00
5' Storm Junction Box
EA
11.00
$11,500.00
$126,500.00
6' Storm Junction Box
EA
4.00
$19,500.00
$78,000.00
10' Curb Inlet
EA
36.00
$4,000.00
$144,000.00
15' Curb Inlet
EA
2.00
$5,000.00
$10,000.00
12" RCP, Class III
LF
3,355.00
$55.00
$184,525.00
5' Curb Inlet
EA
21.00
$3,000.00
$63,000.00
12" Rock Riprap
SY
155.00
$125.00
$19,375.00
12" 4:1 Sloped End Headwall
EA
1.00
$2,500.00
$2,500.00
42" 4:1 Sloped End Headwall
EA
1.00
$81500.00
$8,500.00
66" 4:1 Sloped End Wingwall
EA
1.00
$12,500.00
$12,500.00
Trench Safety (Change Order 1)
LF
(168.00)
$2.00
($336.00)
Post -CCTV Inspection (Change Order 1)
LF
(168.00)
$2.00
($336.00)
12" RCP CL III (Change Order 1)
LF
(145.00)
$55.00
($7,975.00)
15" HP (Change Order 1)
LF
10.00
$60.00
$600.00
15" RCP CL III (Change Order 1)
LF
28.00
$60.00
$1,680.00
18" HP (Change Order 1)
LF
10.00
$65.00
$650.00
18" RCP CL III (Change Order 1)
LF
(52.00)
$65.00
($3,380.00)
21" HP (Change Order 1)
LF
10.00
$75.00
$750.00
21" RCP CL III (Change Order 1)
LF
1,111.00
$75.00
$83,325.00
24" HP (Change Order 1)
LF
10.00
$85.00
$850.00
24" RCP CL III (Change Order 1)
LF
(1,224.00)
$85.00
($104,040.00)
27" RCP CL III (Change Order 1)
LF
678.00
$105.00
$71,190.00
30" HP (Change Order 1)
LF
18.00
$115.00
$2,070.00
30" RCP CL III (Change Order 1)
LF
(1,043.00)
$115.00
($119,945.00)
33" RCP CL III (Change Order 1)
LF
486.00
$130.00
$63,180.00
36" RCP CL III (Change Order 1)
LF
467.00
$160.00
$74,720.00
42" HP (Change Order 1)
LF
592.00
$200.00
$118,400.00
42" RCP CL III (Change Order 1)
LF
(666.00)
$200.00
($133,200.00)
48" HP (Change Order 1)
LF
692.00
$235.00
$162,620.00
48" RCP CL III (Change Order 1)
LF
(1,205.00)
$235.00
($283,175.00)
54" HP (Upsize to 60") (Change Order 1)
LF
680.00
$310.00
$210,800.00
City of Fort Worth Fees
LS
1
$463,965.43
$463,965.43
Construction Management Fee
%
5%
$28,922,774.21
$1,446,138.71
Contingency
%
10%
$28,922,774.21
$2,892,277.42
Subtotal - Other Soft and Miscellaneous Costs $7,350,231.57
ESI E 3JAL IMPRbVE _ENTS
Excavation Improvements $12,995,760
Roadway Improvements $5,457,667
Water Improvements $1,981,702
Sewer Improvements $3,510,513
Storm Drainage Improvements $2 477 133
Public Landscaping, Trails and Parks $2,500,000
Other Soft and Miscellaneous Costs $7,350,232
Subtotal - RESIDENTIAL IMPROVEMENTS 536.273.006
TOTAL - IMPROVEMENT AREA #4
Excavation Improvements
$12,995,760
Roadway Improvements
$5,457,667
Water Improvements
$1,981,702
Sewer Improvements
$3,510,513
Storm Drainage Improvements
$2,477,133
Public Landscaping, Trails and Parks
$2,500,000
Other Soft and Miscellaneous Costs
$7,350,232
-
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-11
PID INFRASTRUCTURE
NOVEMBER 2025
MAVERICK PHASE 1
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469.621.0710
TBPELS F-1386
TBPELS 10110501
www.LJA.coni
6060 North Central Expressway, Suite 400, Dallas, Texas 75206
February 26, 2026
Re: Engineer's Report
Maverick Phase 1
Fort Worth, Texas
Maverick is a proposed single-family development anticipated to include approximately 500 residential
lots in Fort Worth, Texas. Phase 1 is comprised of 136 residential lots, and is currently under
construction. The proposed authorized infrastructure improvements associated with Phase 1 of the
development are shown in the attached exhibits. A quantity takeoff and associated construction cost
summary has been prepared based on executed contractor bids, and construction costs associated
with authorized improvements have been quantified. Authorized Improvements are categorized as any
public utility infrastructure (public drainage and public water and sanitary sewer lines greater than 8"
in diameter) serving Maverick Phase 1 and commercial, improvements associated with Bear Creek
Parkway (a City of Fort Worth MTP arterial roadway), a new signalized intersection at Bear Creek
Parkway and Highway 377, a TxDOT driveway, deceleration lane and related improvements, and
improvements associated with Kenwood Longvue (an off site water project required to provide
adequate water capacity to serve Maverick Phase 1). All Authorized Improvements are necessary in
order to provide utilities and access to Maverick Phase 1 residential lots.
i 1:•• '••'9 1
JAMIE SHELTON
..............................
�.. 126873
02.26.2026
S:WTX-LAND\0002WT840\700 COMMUNICATIONS\720 MemoNaverick Phase 1 Letter 26FEB19.aocx
Exhibit "V"
Certification for Payment Form [SUBJECT TO FURTHER REVIEW]
The undersigned is an agent for , a Texas
(the "Developer" ), and requests payment from the [applicable
Improvement Account of the Project Fund] (as defined in the Indenture) or [Assessment
Reimbursement Fund] from the City of Fort Worth, Texas (the "City"), or Trustee (as defined in
the Indenture) in the amount of $ for costs incurred in the establishment,
administration, and operation of the Fort Worth Public Improvement District No. (22) (Veale
Ranch) (the "District") and for labor, materials, fees, and/or other general costs related to the
design, acquisition, or construction of certain Authorized Improvements related to the District.
Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to
them in the [Indenture] and Improvement Area Number 4 Reimbursement Agreement, dated
2026, and recorded in of the Real Property Records of Parker County
and in the Real Property Records of Tarrant County.
In connection to the above referenced payment, the Developer represents and warrants to the City
as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
payment request form on behalf of the Developer, and is knowledgeable as to the matters
set forth herein.
2. The payment requested for the below referenced Authorized Improvement(s) has not been
the subject of any prior payment request submitted for the same work to the City or, if
previously requested, no disbursement was made with respect thereto.
The amount listed for the Authorized Improvement(s) below is a true and accurate
representation of the Actual Costs associated with said Authorized Improvement(s); and
such costs are authorized to be paid to Developer pursuant to the Development Agreement,
the Master Reimbursement Agreement, and the Improvement Area Number 4
Reimbursement Agreement.
4. The Developer is in compliance with the applicable terms and provisions of the
Development Agreement, the Indenture, the Developer Continuing Disclosure Agreement,
the Master Reimbursement Agreement, the Improvement Area Number 4 Reimbursement
Agreement, and the Service and Assessment Plan ("Agreements").
5. All applicable conditions set forth in the Agreements for the payment hereby requested
have been satisfied.
6. The work with respect to the Authorized Improvement(s) referenced below (or their
completed segment, section or portion thereof) has been completed.
7. The Developer has timely paid all ad valorem taxes and annual installments of special
assessments it owes or an entity Developer controls owes, located in the Veale Ranch
Public Improvement District and has no outstanding delinquencies for such assessments.
45
013 857.00000 1\4914-0233-023 8.v5
8. All conditions set forth in the Indenture for the payment hereby requested have been
satisfied.
9. The Developer agrees to cooperate with the City in conducting its review of the requested
payment, and agrees to provide additional information and documentation as is reasonably
necessary for the City to complete said review.
10. [Payment hereunder should be rendered to {Reimbursee details}]
Payments requested are as follows:
a. X amount to Person or Account Y for Z goods or services.
b. Etc.
As provided by the Agreements, the Actual Costs for the Authorized Improvement(s) shall be paid
as follows:
Authorized Improvement:
Amount to be paid from
the Fund
Total Cost of Authorized
Improvement
Attached hereto are receipts, purchase orders, change orders, and similar instruments that support
and validate the above requested payments.
Pursuant to the , after receiving this payment request, the City is authorized to inspect
the Public Improvement (or completed, section or portion thereof segment) and confirm that said
work has been completed in accordance with all applicable governmental laws, rules, and plans.
I hereby declare that the above representations and warranties are true and correct.
By:_
Name:
Its:
Date:
,,
0 1 3857.000001\4914-0233-0238.v5
APPROVAL OF REQUEST BY CITY
The undersigned is in receipt of the attached Certification for Payment. After reviewing the
Certification for Payment, the Certification for Payment is approved in the amountof $ ,
and the Trustee or is directed to disburse the requested payment in said amount
from the , in accordance with the Certification for Payment.
CITY OF FORT WORTH, TEXAS
By:
Name:
Title:
Date:
47
013857.000001\4914-0233-0238.v5
Exhibit "VI"
Closing Disbursement Request[SUBJECT TO FURTHER REVIEW]
Form of Closing Disbursement Request
The undersigned is an agent for ("Developer") and requests payment to
Developer (or to the person designated by Developer) from the applicable account of the PID
Project Fund from (the "Trustee") in the amount of
$ ) to be transferred from the applicable account of the
Project Fund upon the delivery of the PID Bonds for costs incurred in the issuance of bonds,
establishment, administration, and operation of the Fort Worth Public Improvement District No.
(22) (Veale Ranch) (the "District") or payment of any costs attributable to the District by
Developer, as follows. Unless otherwise defined, any capitalized terms used herein shall have the
meanings ascribed to them in the Indenture of Trust by and between City and the Trustee dated as
of , 202 (the "Indenture") relating to the "[INSERT NAME OF BONDS]" (the "PID Bonds").
The term "Authorized Improvements", as used herein, refers to the Authorized Improvements in
[SPECIFY IMPROVEMENT AREA].
In connection with the above referenced payment, Developer represents and warrants to City as
follows:
1. The undersigned is a duly authorized officer of Developer, is qualified to execute this
Closing Disbursement Request on behalf of Developer and is knowledgeable as to the matters set forth
herein.
2. The payment requested for the below referenced costs of issuance, establishment,
administration, and operation of the District or payment of any costs attributable to the District by
Developer at the time of the delivery of the PID Bonds have not been the subject of any prior payment
request submitted to City.
3. The amount listed for the Authorized Improvements below is a true and accurate
representation of the Costs associated with the acquisition, installation or construction of said Authorized
Improvements, and such costs are (i) in compliance with the Reimbursement Agreement, (ii) in compliance
with the Indenture, and (iii) consistent with the Service and Assessment Plan.
4. Developer is in compliance with the applicable -terms and provisions of the Reimbursement
Agreement, the Indenture, Developer Continuing Disclosure Agreement, the Service and Assessment Plan,
and the Development Agreement (as defined in the Reimbursement Agreement).
5. Developer is current on all ad valorem property taxes and District assessments on property
owned by Developer within the District.
6. All conditions set forth in the Indenture and the Reimbursement Agreement for the
payment hereby requested have been satisfied.
7. Developer agrees to cooperate with City in conducting its review of the requested payment
and agrees to provide additional information and documentation as is reasonably necessary for City to
complete said review.
013 857.00000 1\4914-0233-023 8.v5
Payments requested hereunder shall be made as directed below:
[Information regarding Payee, amount, and deposit instructions attached]
Attached hereto are receipts, purchase orders, change orders, and similar instruments that support
and validate the above requested payments. Also attached hereto are "bills paid" affidavits and
supporting documentation in the standard form for City construction projects.
Pursuant to the Improvement Area Number 4 Reimbursement Agreement, after receiving this
payment request, the City is authorized to inspect the Authorized Improvements (or completed,
section, or portion thereof segment) and confirm that said work has been completed in accordance
with all applicable laws, rules and regulations.
I hereby declare that the above representations and warranties are true and correct.
By:_
Name:
Title:
49
013 857.00000 1\4914-0233 -023 8A
APPROVAL OF REQUEST BY CITY
City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing
Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing
the Closing Disbursement Request, City approves the Closing Disbursement Request and shall
include said payments in City Certificate submitted to the Trustee directing payments to be made
from the applicable account under the Indenture upon delivery of the PID Bonds. The City's
approval of the Closing Disbursement Request for payment shall not have the effect of estopping
or preventing the City from asserting claims under the Indenture, the Service and Assessment Plan,
or any other agreement between the parties, or from asserting that there is a defect in the
Authorized Improvements.
CITY OF FORT WORTH, TEXAS
By:
Name:
Title:
Date: , 202_
50
013857.000001\4914-0233-0238.v5
FORT WORTH
Routing and Transmittal Slip
DOCUMENT TITLE: Veale Ranch Development IA #4 Reimbursement Agreement;
Veale Ranch Development IA #5 Reimbursement Agreement;
M&C: 26-0286 CPN:
CSO#:
9Z6Z4T:s
DATE: 6/10/26
TO:
INIT S:
DATE OUT:
Trey Qualls, Sr Assistant Attorney
Dana Burghdoff, ACM
Jannette Goodall, City Secretary
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from City Departments
requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM
for approval first when applicable.
NEEDS TO BE NOTARIZED: Yes ❑ No
RUSH: Yes No
SAME DAY: Yes �No NEXT DAY:
ROUTING TO CSO: ❑✓ Yes FI
No
Action Required:
—As Requested
_ For Your Information
Signature/Routing and/or Recording
_ Comment
File
RETURN TO: Holly Fortes, x7687
Yes ❑ No
Attach signature, initial and notary tabs
FORTWORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name:
Subject of the Agreement: Veale Ranch Development IA #4 Reimbursement Agreement;
Veale Ranch Development IA #5 Reimbursement Agreement;
M&C Approved by the Council? * Yes ® No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 8
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 8
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 4/28/26 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: Ifapplicable.
*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.
6/10/26, 11:48 AM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
Official site of the City of Fort Worth, Texas
FORTWORTH
DATE: 4/28/2026 REFERENCE M&C 26- LOG NAME: 03VEALE_RANCH _PID _FY2026
NO.: 0286 (NIA #4 AND NIA#5)
CODE: G TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: (CD 3 and ETJ) Conduct Public Hearing to Consider the Levying of Special Assessments
in Improvement Area No. 4 and Improvement Area No. 5 of Fort Worth Public
Improvement District No. 22 - Veale Ranch and Adopt an Ordinance (1) Levying Special
Assessments on Property Located in Improvement Area No. 4 and Improvement Area No.
5 of Fort Worth Public Improvement District No. 22 - Veale Ranch; (2) Approving the
Service and Assessment Plan Update for Improvement Area No. 4 and Improvement Area
No. 5 of Fort Worth Public Improvement District No. 22 - Veale Ranch; (3) Approving the
Assessment Roll for Improvement Area No. 4 and Improvement Area No. 5 of Fort Worth
Public Improvement District No. 22 - Veale Ranch, and (4) Ordaining Related Matters;
and Adopt a Resolution Approving Reimbursement Agreements with PMB FW Land LP
and FW Club LP for the Construction, Acquisition, and Financing of Improvements within
Improvement Area No. 4 and Improvement Area No. 5 of Fort Worth Public Improvement
District No. 22 - Veale Ranch
(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 and Improvement Area No. 5 of Fort Worth
Public Improvement District No. 22 - Veale Ranch, with collection to begin in the fiscal
year2027;
2. Adopt the attached ordinance (a) levying special assessments on property located in
Improvement Area No. 4 and Improvement Area No. 5 of Fort Worth Public Improvement
District No. 22 - Veale Ranch, (b) approving the Service and Assessment Plan Update for
Improvement Area No. 4 and Improvement Area No. 5 of Fort Worth Public Improvement
District No. 22 - Veale Ranch, (c) approving the Assessment Roll for Improvement Area No.
4 and Improvement Area No. 5 of Fort Worth Public Improvement District No. 22 - Veale
Ranch, and (d) ordaining other matters related thereto; and
3. Adopt the attached resolution approving the reimbursement agreements to address the
construction, acquisition, and financing of improvements within Fort Worth Public
Improvement District No. 22 - Veale Ranch, as follows:
a. Improvement Area No. 4 Reimbursement Agreement with PMB FW Land LP and FW Club
LP; and
b. Improvement Area No. 5 Reimbursement Agreement with PMB Ventana Developer South
LLC and PMB SWFW Dev Co Manager LLC.
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 PMB FW Land P and FW Club LP and ordain other matters related
thereto and intend to address Improvement Area No. 4 and Improvement Area No. 5 of the Veale
Ranch PID, which is the 4th and 5th phase of development. In August 2023 the City Council
approved the creation of the Veale Ranch Public Improvement District (Veale Ranch PID),
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encompassing approximately 5,200 acres of land located primarily within Fort Worth's extraterritorial
jurisdiction in Parker and Tarrant Counties, as a vehicle to reimburse FW Club LP (the Developer) for
certain authorized public infrastructure improvements associated with the development known as
Veale Ranch/Team Ranch, Rolling V South, and Ventana South (collectively, the Development). The
Development is anticipated to occur in phases over a period of up to 50 years, with each phase
constituting an "Improvement Area" (IA). PID assessments, potential Tax Increment Reinvestment
Zone (TIRZ) collections, and bond issuances may occur following annexation of each IA for 25- to 30-
year periods to reimburse eligible improvement costs. This Mayor and Council Communication (M&C)
intends to address Improvement Area No. 4 and Improvement Area No. 5 of the Veale Ranch PID,
which is the 4th and 5th phase of development.
On March 10, 2026, the City Council adopted Resolution No. 6280-03-2026 concerning certain
matters related to the Veale Ranch 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 and Improvement Area No. 5
of the Veale Ranch 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.
As outlined in the Service and Assessment Plan, Improvement Area No. 4 has improvements in the
amount of $13,399,137.00, that are to be funded by the special assessments. The special
assessments will be levied across 136 residential units (representing 421.082 acres) and collected
over a 30-year period. The 136 lots are divided into two categories, with each category represented
by lot width and/or type. Including categories as follows: cottage lots and estate lots. Assessments
will be allocated as follows:
Lot Size # of Lots Annual Installment
Cottage Lots 1 100 $12,225.75
Estate Lots 1_ _ 36 $9,304.88
The above shown amounts are calculated using an interest rate of 9.06\% per annum for the first five
years and 7.04\% per annum for the remaining 25 years.
Improvement Area No. 5 has improvements in the amount of $5,429,728.00, that are to be funded by
the special assessments. The special assessments will be levied across 277 residential units
(representing 72.059 acres) and collected over a 30-year period. The 277 lots are divided into two
categories, with each category represented by lot width and/or type. Widths including categories as
follows: 40 feet, 50 feet, 60 feet and 70 feet. Assessments will be allocated as follows:
Lot Size
r #-of Lots
Annual Installment
40 feet
1 37
$2,195.23
50 feet
1- 1631
$2,462.22
60 feet
138
$2,699.54
70 feet
1 39
$2,966.53
The above shown amounts are calculated using an interest rate of 9.06\% per annum for the first five
years and 7.04\% per annum for the remaining 25 years.
The total principal reimbursement amount for IA 4 is $16,630,000.00.
The Parties will be responsible for managing all construction for the development of the lots and
residential units within the Veale Ranch PID. Following execution of the improvement area
reimbursement agreement, the City will begin to make monthly payments to the Parties in satisfaction
of the Reimbursement Amount from the special assessments revenues, less any administrative fees,
once the Parties submit 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 Parties will be entitled to interest on the unpaid
Reimbursement Amount at the rate of 9.06 percent per annum for the first five years and 7.04 percent
per annum for the remaining 25 years. If any portion of the Reimbursement Amount remains unpaid
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after the City has elected to issue bonds, the interest rate on the unpaid Reimbursement Amount will
be the same as the interest rate on the bonds. It is anticipated that within five years, provided that the
Parties have satisfied certain obligations designed to ensure the rapid development of the entire
Veale Ranch PID, the City will explore options to accelerate the reimbursement of the Parties by
issuing debt secured by a portion of the special. assessments.
The total reimbursement for Improvement Area No. 5 is $6,809,000.00.
PMB Ventana Developer South LLC and PMB SWFW Dev Co Manager LLC (the Developers) will be
responsible for managing all construction for the development of the lots and residential units within
the Veale Ranch PID. Following execution of the improvement area reimbursement agreement, the
City will begin to make monthly 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 9.06 percent per annum for the first five years and 7.04 percent
per annum for the remaining 25 years. If any portion of the Reimbursement Amount remains unpaid
after the City has elected to issue bonds, the interest rate on the unpaid Reimbursement Amount will
be the same as the interest rate on the bonds. It is anticipated that within five years, provided that the
Developer has satisfied certain obligations designed to ensure the rapid development of the entire
Veale Ranch PID, the City will explore options to accelerate the reimbursement of the Developer by
issuing debt secured by a portion of the special assessments.
This project is located in COUNCIL DISTRICT 3 and ETJ.
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 Reference # Amount
ID I I ID I I I Year I (Chartfield 2)
FROM
Fund
Department
Account
I I
Project
Program
I
Activity
I
Budget
I
Reference #
Amount
ID
ID
Year
Chartfield 2
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Christianne Simmons (6222)
Brady Kirk (8712)
IA#4 & IA#5 Form 1295 Signed.pdf (CFW Internal)
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Veale Ranch Development Improvement Area 4 Reimbursement Agreement(4449241.4) upd 3.30.pdf (Public)
Veale Ranch Development Improvement Area 5 Reimbursement Agreement Final upd 3.30.pdf (Public)
Veale Ranch IA4 & IA5 - Assessment Ordinance (Final)(4438724.3) (1).docx (Public)
Veale Ranch IA4 & IA5 Reimbursement Agreement Resolution (Final) (4441600.3) (1).docx (Public)
Veale Ranch PID IA #4 & 5 Fnal SAP v2.0 (1).pdf (Public)
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