HomeMy WebLinkAbout26-28636 - City Council - OrdinanceORDINANCE 26-28636
INCREASING ESTIMATED RECEIPTS AND APPROPRIATIONS IN THE
VEALE RANCH PUBLIC IMPROVEMENT DISTRICT CUSTODIAL
FIDUCIARY FUND, IN THE AMOUNT UP TO $24,300,000.00, SUBJECT TO THE
SALE OF SPECIAL ASSESSMENT REVENUE BONDS AND RECEIPT OF
PROCEEDS, TO FUND THE ACTUAL COSTS OF PUBLIC IMPROVEMENTS
WITHIN THE PUBLIC IMPROVEMENT DISTRICT, ESTABLISH REQUIRED
RESERVE AND ADMINISTRATIVE FUND, AND PAY COST OF ISSUANCE,
WITH SUCH AMOUNTS SUBJECT TO REDUCTION TO CONFORM TO FINAL
FIGURES REFLECTED IN BOND CLOSING DOCUMENTS; MAKING THIS
ORDINANCE CUMULATIVE OF PRIOR ORDINANCES; REPEALING ALL
ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING AN EFFECTIVE
DATE.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS THAT:
SECTION 1.
The budget of the City of Fort Worth for Fiscal Year 2025-2026, as enacted by Ordinance
27979-09-2025 as amended, is hereby further amended to increase estimated receipts and appropriations
in the Veale Ranch Public Improvement District Custodial Fiduciary Fund, in the amount up to
$24,300,000.00, subject to the sale of special assessment revenue bonds and receipt of proceeds, to fund
the actual costs of public improvements within the Public Improvement District, establish required
reserve and administrative fund, and pay cost of issuance, with such amounts subject to reduction to
conform to final figures reflected in bond closing documents.
SECTION 2.
Should any portion, section or part of a section of this ordinance be declared invalid, inoperative or
void for any reason by a court of competent jurisdiction, such decision, opinion or judgment shall in no way
impair the remaining portions, sections, or parts of sections of this ordinance, which said remaining provisions
shall be and remain in full force and effect.
SECTION 3.
This ordinance shall be cumulative of Ordinance No. 27979-09-2025 and all other ordinances and
appropriations amending the same except in those instances where the provisions of this ordinance are
in direct conflict with such other ordinances and appropriations, in which instance said conflicting
provisions of said prior ordinances and appropriations are hereby expressly repealed.
Ordinance No. 26-28636
Page 1 of 2
SECTION 4.
This ordinance shall take effect upon adoption.
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney Jannette S. Goodall O�0 OR oo �a
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City Secretary
ADOPTED: August 11, 2026
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EFFECTIVE: August 11, 2026
Ordinance No. 26-28636
Page 2 of 2
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22 (VEALE RANCH)
IMPROVEMENT AREAS #4-5 PROJECT)
CONTINUING DISCLOSURE AGREEMENT OF ISSUER
This Continuing Disclosure Agreement of Issuer, dated as of July 1, 2026 (this "Disclosure
Agreement"), is executed and delivered by and among the City of Fort Worth, Texas (the "Issuer"),
MuniCap, Inc. (the "Administrator"), and PFM Financial Advisors LLC, acting solely in its capacity as
dissemination agent (the "Dissemination Agent"), with respect to the Issuer's '`Special Assessment
Revenue Bonds, Series 2026 (Fort Worth Public Improvement District No. 22 (Veale Ranch)
Improvement Areas #4-5 Project)" (the "Bonds"). The Issuer, the Administrator, and the Dissemination
Agent covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Issuer, the Administrator, and the Dissemination Agent for the benefit of
the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing
location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the
Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through
EMMA (defined below).
SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture
of Trust dated as of July 1, 2026, relating to the Bonds (the "Indenture"), which apply to any capitalized
term used in this Disclosure Agreement, including the Exhibits hereto, the following capitalized terms
shall have the following meanings:
"Annual Collections Report" shall mean any Annual Collections Report provided by the Issuer
pursuant to, and as described in, Section 5 of this Disclosure Agreement.
"Annual Collections Report Filing Date" shall mean, for each Fiscal Year succeeding the
reporting Fiscal Year, the date that is three (3) months after the Final Assessment Payment Date, which
Annual Collections Report Filing Date is currently April 30.
"Annual Financial Information" shall mean annual financial information as such term is used in
paragraph (b)(5)(i) of the Rule and specified in subsection 4(a) of this Disclosure Agreement.
"Annual Financial Statements" shall mean audited or unaudited financial statements of the Issuer
prepared in accordance with generally accepted accounting principles for governmental units as
prescribed by the Government Accounting Standards Board from time to time, or such other accounting
principles as the Issuer may be required to employ from time to time pursuant to state law or regulation.
"Annual Financials Filing Date" shall mean, for each Fiscal Year, the date on which the Annual
Financial Statements must be filed with the MSRB, which date is twelve (12) months after the end of
the Issuer's Fiscal Year. The Annual Financials Filing Date is currently September 30.
4147-1136-3944.2
"Annual Information Filing Date" shall mean, for each Fiscal Year, the date on which the Annual
Financial Information must be filed with the MSRB, which date is six (6) months after the end of the
Issuer's Fiscal Year. The Annual Information Filing Date is currently March 31.
"Collections Reporting Date" shall mean, for each Tax Year, the date that is one (1) month after
the Delinquency Date, which Collections Reporting Date is currently March 1.
"Delinquency Date" shall mean February 1 of the year following the year in which the
Assessments were billed or as may be otherwise defined in Section 31.02 of the Texas Tax Code, as
amended.
"Disclosure Agreement of Developer" shall mean the Continuing Disclosure Agreement of
Developer relating to the Bonds, dated as of July 1, 2026, executed and delivered by the Developer, the
Administrator, and the Dissemination Agent.
"Disclosure Representative" shall mean the Chief Financial Officer of the Issuer or his or her
designee or such other officer or employee as the Issuer may designate in writing to the Dissemination
Agent from time to time.
"Dissemination Agent" shall mean PFM Financial Advisors LLC, acting solely in its capacity as
dissemination agent, or any successor Dissemination Agent designated in writing by the Issuer and
which has filed with the Trustee a written acceptance of such designation.
"EMMA" shall mean the Electronic Municipal Market Access system currently available on the
internet at httb://emma.msrb.oru.
"Filing Date" means any one or all of the Annual Financials Filing Date, Annual Information
Filing Date, and Annual Collections Report Filing Date.
"Final Assessment Payment Date" shall mean the calendar day preceding the Delinquency Date.
"Financial Obligation" shall mean a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation" shall not include municipal securities (as defined in the Securities Exchange Act
of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to
the MSRB consistent with the Rule.
"Fiscal Year" shall mean the Issuer's fiscal year, currently the twelve-month period from
October 1 through September 30.
"Listed Events" shall mean any of the events listed in subsection 6(a) of this Disclosure
Agreement.
"MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated
or authorized by the SEC to receive continuing disclosure reports pursuant to the Rule.
"Participating Underwriter" shall mean FMSbonds, Inc., and its successors and assigns.
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4147-1136-3944.2
"Rule" shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
"Tax Year" means the calendar year, or as may be otherwise defined in Section 1.04 of the Texas
Tax Code, as amended.
SECTION 3. Provision of Annual Financial Information and Audited Financial Statements.
(a) For each Fiscal Year, commencing with the Fiscal Year ending September 30, 2026, the
Issuer shall cause, pursuant to written direction, and hereby directs the Dissemination Agent to provide
or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, the Annual
Financial Information and the Annual Financial Statements, as follows:
(i) The Issuer shall provide or cause to be provided the Annual Financial Information
to the MSRB not later than the Annual Information Filing Date; and
(ii) The Issuer shall provide or cause to be provided audited Annual Financial
Statements to the MSRB not later than the Annual Financials Filing Date, or if audited Annual
Financial Statements are not available by the Annual Financials Filing Date, unaudited Annual
Financial Statements, provided to the Dissemination Agent which is consistent with the
requirements specified in Section 4 of this Disclosure Agreement.
In each case, the Annual Financial Information and Annual Financial Statements may include by
reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer's Fiscal
Year changes, it shall file notice of such change (including the date of the new Fiscal Year) with the
MSRB prior to the next Annual Information Filing Date. All documents provided to the MSRB shall be
accompanied by identifying information as prescribed by the MSRB.
(b) Not later than ten days prior to the applicable Filing Date, the Issuer shall provide the
Annual Financial Information or Annual Financial Statements, as the case may be, to the Dissemination
Agent together with written direction to file such with the MSRB. The Dissemination Agent shall provide
such Annual Financial Information or Annual Financial Statements to the MSRB not later than ten days
from receipt of such from the Issuer, but in no event later than the applicable Filing Date for such Fiscal
Year.
If by the fifth (5m) day before the applicable Filing Date, the Dissemination Agent has not
received a copy of the Annual Financial Information or Annual Financial Statements, as applicable, the
Dissemination Agent shall contact the Disclosure Representative in writing (which may be by e-mail) to
remind the Issuer of its undertaking to provide the applicable Annual Financial Information or Annual
Financial Statements pursuant to subsection (a). Upon such reminder, the Disclosure Representative
shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Financial
Information or Annual Financial Statements, as applicable, no later than two Business Days prior to the
applicable Filing Date; or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able
to provide the Annual Financial Information by the Annual Information Filing Date or the Annual
Financial Statements by the Annual Financials Filing Date, as applicable, state the date by which the
Annual Financial Information or Annual Financial Statements for such year will be provided and instruct
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4147-1136-3944.2
the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached
as Exhibit A: provided, however, that in the event the Disclosure Representative is required to act under
either (i) or (ii) described above, the Dissemination Agent still must file the Annual Financial
Information, Annual Financial Statements, or the notice of failure to file, as applicable, to the MSRB,
no later than the applicable Filing Date; provided further, that in the event the Disclosure Representative
fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure
to file no later than the applicable Filing Date.
(c) The Dissemination Agent, pursuant to written direction, shall
(i) determine the filing address or other filing location of the MSRB each year prior
to filing the Annual Financial Information and the Annual Financial Statements on the dates
required in subsection (a);
(ii) on behalf of the Issuer, file the Annual Financial Information and the Annual
Financial Statements containing or incorporating by reference the information set forth in Section
4 hereof, and
(iii) if the Issuer has provided the Dissemination Agent with the completed Annual
Financial Information and the Annual Financial Statements, as applicable, and the Dissemination
Agent has filed such Annual Financial Information or Annual Financial Statements with the
MSRB, then the Dissemination Agent shall file a report with the Issuer certifying that the Annual
Financial Information or Annual Financial Statements has been provided pursuant to this
Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB,
which report shall include a filing receipt from the MSRB.
SECTION 4. Content and Timing of Annual Financial Information and Annual Financial
Statements.
(a) Annual Financial Information. The Annual Financial Information for the Bonds shall
contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the
Dissemination Agent to file by the Annual Information Filing Date, the following Annual Financial
Information (any or all of which may be unaudited):
(i) Information regarding the Bonds and the Trust Estate in substantially similar
form to that shown in the tables provided under Sections 4(a)(i) of Exhibit B attached hereto.
Such information shall be provided as of the end of the Fiscal Year to which the information
being reported relates.
(ii) Financial information and operating data with respect to the Issuer of the general
type and in substantially similar form to that shown in the tables provided under Sections 4(a)(ii)
of Exhibit B attached hereto. Such information shall be provided as of the end of the Fiscal Year
to which the information being reported relates.
(iii) Any updates to the Service and Assessment Plan, including the Annual Service
Plan Update.
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4147-1136-3944.2
(iv) A description of any amendment to this Disclosure Agreement and a copy of any
restatements to the Issuer's audited financial statements during such Fiscal Year.
(b) Annual Financial Statements. The Issuer agrees to provide or cause to be provided to the
Dissemination Agent to file by the Annual Financials Filing Date the audited Annual Financial
Statements of the Issuer for the most recently ended Fiscal Year, prepared in accordance with generally
accepted accounting principles applicable from time to time to the Issuer. If the audited Annual Financial
Statements of the Issuer are not available by the Annual Financials Filing Date, the Issuer shall provide
unaudited Annual Financial Statements of the Issuer no later than the Annual Financials Filing Date and
audited Annual Financial Statements when and if available.
(c) The Issuer has designated MuniCap, Inc. as the initial Administrator. The Administrator,
and if no Administrator is designated, Issuer's staff, shall prepare the Annual Financial Information. In
all cases, the Issuer shall have the sole responsibility for the content, design and other elements
comprising substantive contents of the Annual Financial Information under this Section 4.
Any or all of the items listed above may be included by specific reference to other documents,
including disclosure documents of debt issues of the Issuer, which have been submitted to and are
publicly accessible from the MSRB. If the document included by reference is a final offering document,
it must be available from the MSRB. The Issuer shall clearly identify each such other document so
included by reference. The Dissemination Agent has no duty or obligation to determine whether or not
the information contained in any completed forms containing financial information and operating data
as shown in Exhibit B provided to it has been accurately completed and shall only be required to file the
forms as completed and provided to it by either the Administrator or the Issuer.
SECTION 5. Annual Collections Report.
(a) For each Fiscal Year succeeding the reporting Fiscal Year, the Issuer shall cause, pursuant
to written direction, and hereby directs the Dissemination Agent to provide or cause to be provided to
the MSRB, in the electronic or other format required by the MSRB, not later than the Annual Collections
Report Filing Date, an Annual Collections Report provided to the Dissemination Agent which complies
with the requirements specified in this Section 5; provided that the Issuer may provide the Annual
Collections Report as part of the Annual Financial Information, if such Annual Collections Report is
available when the Annual Financial Information is provided to the MSRB. All documents provided to
the MSRB shall be accompanied by identifying information as prescribed by the MSRB.
Not later than ten (10) days prior to the Annual Collections Report Filing Date, the Issuer shall
provide the Annual Collections Report to the Dissemination Agent together with written direction to file
such Annual Collections Report with the MSRB. The Dissemination Agent shall provide such Annual
Collections Report to the MSRB not later than ten (10) days from receipt of such Annual Collections
Report from the Issuer, but in no event later than the Annual Collections Report Filing Date.
If by the fifth (5m) day before the Annual Collections Report Filing Date the Dissemination Agent
has not received a copy of the Annual Collections Report, the Dissemination Agent shall contact the
Disclosure Representative in writing (which may be by e-mail) to remind the Issuer of its undertaking
to provide the applicable Annual Collections Report pursuant to this subsection (a). Upon such reminder,
the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy
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4147-1136-3944.2
of the Annual Collections Report no later than two (2) Business Days prior to the Annual Collections
Report Filing Date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to
provide the Annual Collections Report by the Annual Collections Report Filing Date, state the date by
which the Annual Collections Report for such year will be provided, and instruct the Dissemination
Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A hereto;
provided, however, that in the event the Disclosure Representative is required to act under either (i) or
(ii) described above, the Dissemination Agent still must file the Annual Collections Report or the notice
of failure to file, as applicable, to the MSRB no later than the Annual Collections Report Filing Date;
provided further, however, that in the event the Disclosure Representative fails to act under either (i) or
(ii) described above, the Dissemination Agent shall file a notice of failure to file no later than on the last
Business Day prior to the Annual Collections Report Filing Date; or the Issuer will notify the
Dissemination Agent in writing that the Issuer will provide or cause to be provided the Annual
Collections Report to the MSRB through alternate means. If the Issuer so notifies the Dissemination
Agent, the Issuer will provide the Dissemination Agent with a written report certifying that the Annual
Collections Report has been provided to the MSRB pursuant to this Disclosure Agreement, stating the
date it was provided and that it was filed with the MSRB prior to the second (2"d) Business Day prior to
the Annual Collections Report Filing Date. In the event the Issuer fails to provide the Dissemination
Agent with such a report, the Dissemination Agent shall file a notice of failure to file no later than the
applicable Annual Collections Report Filing Date.
(b) The Annual Collections Report for the Bonds shall contain, and the Issuer agrees to
provide or cause to be provided to the Dissemination Agent to file by the Annual Collections Report
Filing Date, certain financial information and operating data with respect to collection of the
Assessments of the general type and in substantially similar form to that shown in the tables provided in
Exhibit C attached hereto. Such information shall cover the period beginning the first (1st) day of the
Fiscal Year succeeding the reporting Fiscal Year through the Collections Reporting Date. If the State
Legislature amends the definition of Delinquency Date or Tax Year, the Issuer shall file notice of such
change or changes with the MSRB prior to the next Annual Collections Report Filing Date. The
Administrator, and if no Administrator is designated, Issuer's staff, shall prepare the Annual Collections
Report. In all cases, the Issuer shall have the sole responsibility for the content, design, and other
elements comprising substantive contents of the Annual Collections Report under this Section 5.
SECTION 6. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 6, each of the following is a Listed Event with
respect to the Bonds:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
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6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of
taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or
determinations with respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds.
7. Modifications to rights of Owners, if material.
8. Bond calls, if material, and tender offers.
9. Defeasances.
10. Release, substitution, or sale of property securing repayment of the Bonds, if material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the Issuer.
13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale
of all or substantially all of the assets of the Issuer, other than in the ordinary course of business,
the entry into a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material.
14. Appointment of a successor or additional trustee under the Indenture or the change of
name of a trustee, if material.
15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the Issuer, any of which affect security holders, if material.
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which reflect
financial difficulties.
Any sale by the Developer of real property within Improvement Areas #4-5 in the ordinary course
of the Developer's business will not constitute a Listed Event for the purposes of paragraph (10) above.
For these purposes, any event described in paragraph (12) above is considered to occur when any
of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a
proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal
law in which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing
body and officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all
of the assets or business of the Issuer.
The Issuer intends the words used in paragraphs (15) and (16) above and the definition of
Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC
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Release No. 34-83885, dated August 20, 2018. For the avoidance of doubt, the incurrence of Refunding
Bonds without the filing of a corresponding official statement with the MSRB will constitute the
incurrence of a material Financial Obligation for which a notice of a Listed Event in accordance with
this Section 6 must be filed with the MSRB.
Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent
in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the
MSRB. The Dissemination Agent shall file such notice no later than one Business Day immediately
following the day on which it receives written notice of such occurrence from the Issuer. Any such
notice is required to be filed within ten (10) Business Days of the occurrence of such Listed Event;
provided, however, the failure of the Issuer to provide timely written notice to the Dissemination Agent
in accordance with this paragraph shall not constitute a failure of the Dissemination Agent to comply
with the MSRB's ten (10) Business Day filing requirement.
Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure
that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to
disseminate such information as provided herein, and the date the Issuer desires for the Dissemination
Agent to disseminate the information.
In all cases, the Issuer shall have the sole responsibility for the content, design and other elements
comprising substantive contents of all disclosures made under this Section 6. In addition, the Issuer shall
have the sole responsibility to ensure that any notice required to be filed under this Section 6 is filed
within ten (10) Business Days of the occurrence of the Listed Event.
(b) The Dissemination Agent shall, promptly, and not more than five (5) Business Days after
obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the
Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be
required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives
written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been
instructed in writing by the Disclosure Representative on behalf of the Issuer to report the occurrence of
a Listed Event under this subsection (b), the Dissemination Agent shall file a notice of such occurrence
with the MSRB no later than one (1) Business Day following the day on which it receives such written
instructions. It is agreed and understood that the duty to make or cause to be made the disclosures herein
is that of the Issuer and not that of the Dissemination Agent. It is agreed and understood that the
Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist
it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such
event has occurred. As used above, "actual knowledge" means the actual fact or statement of knowing,
without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent
be liable in damages or in tort to the Issuer, the Participating Underwriter, the Trustee, any Owner or
beneficial owner of any interests in the Bonds, or any other party as a result of its failure to give the
foregoing notice or to give such notice in a timely fashion.
(c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer
determines that the Listed Event under number 2, 7, 8 (as to Bond calls only), 10, 13, 14, or 15 of
subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly,
but in no case more than five (5) Business Days after the occurrence of the event, notify the
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Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and
instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b).
SECTION 7. Termination of Revortin4 Obligations. The obligations of the Issuer, the
Administrator, and the Dissemination Agent under this Disclosure Agreement shall terminate upon the
legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer
an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the
Dissemination Agent and the Administrator of an opinion of nationally recognized bond counsel to the
effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding,
the Administrator and the Dissemination Agent may assume that the Issuer is an obligated person with
respect to the Bonds until they receive written notice from the Disclosure Representative stating that the
Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent and the
Administrator may conclusively rely upon such written notice with no duty to make investigation or
inquiry into any statements contained or matters referred to in such written notice. If such termination
occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the
same manner as for a Listed Event with respect to the Bonds under Section 6(a).
SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage
a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under
this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a
successor Dissemination Agent. If the Issuer discharges the Dissemination Agent without appointing a
successor Dissemination Agent, the Issuer shall use best efforts to appoint a successor Dissemination
Agent within 30 days of such discharge. The Dissemination Agent may resign at any time with 30 days'
written notice to the Issuer. If at any time there is not any other designated Dissemination Agent, the
Issuer shall be the Dissemination Agent.
SECTION 9. Amendment: Waiver. Notwithstanding any other provisions of this
Disclosure Agreement, the Issuer, the Administrator, and the Dissemination Agent may amend this
Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any
amendment so requested in writing by the Issuer or the Administrator), and any provision of this
Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, or 6(a), it may
only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person with respect
to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of
the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as
well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same
manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or
(ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the
Owners or beneficial owners of the Bonds.
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In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer
shall describe such amendment in the next related Annual Financial Information, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type
(or in the case of a change of accounting principles, on the presentation) of financial information or
operating data being presented by the Issuer. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements, (i) notice of such change shall be given in
the same manner as for a Listed Event under Section 6(a), and (ii) the Annual Financial Information for
the Fiscal Year in which the change is made should present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles. No
amendment which adversely affects the Dissemination Agent may be made without its prior written
consent (which consent will not be unreasonably withheld or delayed).
SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or including
any other information in any Annual Financial Information, Annual Financial Statements, Annual
Collections Report, or notice of occurrence of a Listed Event, in addition to that which is required by
this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Financial
Information, Annual Financial Statements, Annual Collections Report, or notice of occurrence of a
Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer
shall have no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Financial Information, Annual Financial Statements, Annual Collections Report, or notice
of occurrence of a Listed Event.
SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Agreement, the Dissemination Agent or any Owner or beneficial owner of the Bonds
may, and the Dissemination Agent (at the written request of any Participating Underwriter or the Owners
of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and upon being
indemnified to its satisfaction) shall, take such actions as may be necessary and appropriate to cause the
Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure
Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and
the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with
this Disclosure Agreement shall be an action for mandamus or specific performance. A default under
this Disclosure Agreement shall not be deemed a default under the Disclosure Agreement of Developer
and a default under the Disclosure Agreement of Developer shall not be deemed a default under this
Disclosure Agreement.
SECTION 12. Duties. Immunities and Liabilities of Dissemination Agent and Administrator.
(a) The Dissemination Agent shall not have any duty with respect to the content of any
disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as
are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this
Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the
Issuer agrees to indemnify and hold harmless the Dissemination Agent, its officers, directors, employees
and agents, but only from Administrative Expenses collected from the owners of Assessed Property in
Improvement Areas #4-5, against any loss, expense, and liabilities which it may incur arising out of or
10
4147-1136-3944.2
in the exercise or performance of its powers and duties hereunder, including the costs and expenses
(including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's negligence or willful misconduct; provided, however, that nothing herein shall
be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities
arising from information provided to the Dissemination Agent by the Developer or the failure of the
Developer to provide information to the Dissemination Agent as and when required under the Disclosure
Agreement of Developer. The obligations of the Issuer under this Section shall survive termination of
this Disclosure Agreement, resignation or removal of the Dissemination Agent, and payment in full of
the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the
Dissemination Agent is an "obligated person" under the Rule. If the Issuer does not provide the
Dissemination Agent with the Annual Financial Information or Annual Financial Statements in
accordance with subsection 3(a) or the Annual Collections Report in accordance with subsection 5(a),
the Dissemination Agent shall not be responsible for the failure to submit Annual Financial Information,
Annual Financial Statements, or an Annual Collections Report, as applicable, to the MSRB. The
Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its
respective obligations hereunder.
The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing
in the event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or its duties hereunder, and the Dissemination Agent shall not incur any liability and
shall be fully protected in acting in good faith upon the advice of such legal counsel. The Issuer, the
Administrator, and the Dissemination Agent agree that the legal expenses of the Dissemination Agent
which it is expressly entitled to be paid pursuant to this subsection 12(a) constitute Administrative
Expenses.
(b) The Administrator shall not have any duty with respect to the content of any disclosures
made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set
forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure
Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold
harmless the Administrator, its officers, directors, employees and agents, but only from Administrative
Expenses collected from the owners of Assessed Property in Improvement Areas #4-5, against any loss,
expense, and liabilities which it may incur arising out of or in the exercise or performance of its powers
and duties hereunder, including the costs and expenses (including reasonable attorneys' fees) of
defending against any claim of liability, but excluding liabilities due to the Administrator's negligence
or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to
indemnify the Administrator for losses, expenses or liabilities arising from information provided to the
Administrator by third parties, or the failure of any third party to provide information to the
Administrator as and when required under this Disclosure Agreement, or the failure of the Developer to
provide information to the Administrator as and when required under the Disclosure Agreement of
Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the
Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be
construed to mean or to imply that the Administrator is an `'obligated person" under the Rule. The
Administrator is not acting in a fiduciary capacity in connection with the performance of its respective
obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i)
any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to
any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any action
11
4147-1136-3944.2
taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed
to be genuine and to have been signed or presented by the proper party or parties.
The Administrator may, from time to time, consult with legal counsel of its own choosing in the
event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or its duties hereunder, and the Administrator shall not incur any liability and shall be
fully protected in acting in good faith upon the advice of such legal counsel. The Issuer, the
Administrator, and the Dissemination Agent agree that the legal expenses of the Administrator which it
is expressly entitled to be paid pursuant to this subsection 12(b) constitute Administrative Expenses.
(c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE
ADMINISTRATOR, OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER
OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY ANY PARTY TO THIS
DISCLOSURE AGREEMENT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE. EXCEPT AS DESCRIBED IN SECTION 11 WITH RESPECT TO THE
DISSEMINATION AGENT, NEITHER THE DISSEMINATION AGENT NOR THE
ADMINISTRATOR ARE UNDER ANY OBLIGATION TO BRING SUCH AN ACTION.
SECTION 13. Assessment Timeline. The basic expected timeline for the collection of
Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set
forth in Exhibit D which is intended to illustrate the general procedures expected to be followed in
enforcing the payment of delinquent Assessments. Failure to adhere to such expected timeline shall not
constitute a default by the Issuer under this Disclosure Agreement, the Indenture, the Bonds, or any other
document related to the Bonds.
SECTION 14. No Personal Liability. No covenant, stipulation, obligation or agreement of
the Issuer, the Administrator, or the Dissemination Agent contained in this Disclosure Agreement shall
be deemed to be a covenant, stipulation, obligation or agreement of any present or future council
members, officer, agent or employee of the Issuer, the Administrator, or the Dissemination Agent in
other than that person's official capacity.
SECTION 15. Severability. In case any section or provision of this Disclosure Agreement,
or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered
into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such
illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or
any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed,
entered into, or taken thereunder (except to the extent that such remainder or section or provision or
other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for
its operation on the provision determined to be invalid), which shall be construed and enforced as if such
illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any
application thereof affect any legal and valid application thereof, and each such section, provision,
covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective,
operative, made, entered into or taken in the manner and to the full extent permitted by law.
12
4147-1136-3944.2
SECTION 16. Sovereign Immunity. The Dissemination Agent and the Administrator agree
that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer's
sovereign or governmental immunities regarding liability or suit.
SECTION 17. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the Issuer, the Administrator, the Dissemination Agent, the Participating Underwriter, and the Owners
and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person
or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise
limit the duties of the Issuer under federal and state securities laws.
SECTION 18. Dissemination Agent and Administrator Compensation. The fees and
expenses incurred by the Dissemination Agent and the Administrator for their respective services
rendered in accordance with this Disclosure Agreement constitute Administrative Expenses and will be
included in the Annual Installments as provided in the annual updates to the Service and Assessment
Plan. The Issuer shall pay or reimburse the Dissemination Agent and the Administrator, but only with
funds to be provided from the Administrative Expenses component of the Annual Installments collected
from the property owners in Improvement Areas #4-5, for the fees and expenses for their respective
services rendered in accordance with this Disclosure Agreement.
SECTION 19. Statutory Verifications. The Dissemination Agent and the Administrator,
each individually, make the following representation and verifications pursuant to Chapters 2252, 2271,
2274, and 2276, Texas Government Code, as heretofore amended (the `'Government Code"), in entering
into this Disclosure Agreement. As used in such verifications, "affiliate" means an entity that controls,
is controlled by, or is under common control with the Dissemination Agent or the Administrator, as the
case may be, within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit.
Liability for breach of any such verification during the term of this Disclosure Agreement shall survive
until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by
any provision of this Disclosure Agreement, notwithstanding anything in this Disclosure Agreement to
the contrary.
(a) Not a Sanctioned Comvanv. The Dissemination Agent and the Administrator,
each individually, represents that neither it nor any of its parent company, wholly- or majority -
owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained
by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,
Government Code. The foregoing representation excludes the Dissemination Agent and the
Administrator and each of its parent company, wholly- or majority -owned subsidiaries, and other
affiliates, if any, that the United States government has affirmatively declared to be excluded
from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating
to a foreign terrorist organization.
(b) No Boycott of Israel. The Dissemination Agent and the Administrator, each
individually, hereby verifies that it and its parent company, wholly- or majority -owned
subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during
the term of this Disclosure Agreement. As used in the foregoing verification, 'boycott Israel"
has the meaning provided in Section 2271.001, Government Code.
13
4147-1136-3944.2
(c) No Discrimination Against Firearm Entities. The Dissemination Agent and the
Administrator, each individually, 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
Disclosure Agreement. As used in the foregoing verification, "discriminate against a firearm
entity or firearm trade association" has the meaning provided in Section 2274.001(3),
Government Code.
(d) No Boycott of Energy Companies. The Dissemination Agent and the
Administrator, each individually, 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 Disclosure Agreement. As used in the
foregoing verification, "boycott energy companies" has the meaning provided in Section
2276.001(1), Government Code.
SECTION 20. Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4), Texas
Government Code, as amended, the Dissemination Agent hereby certifies it is a publicly traded business
entity and is not required to file a Certificate of Interested Parties Form 1295 related to this Disclosure
Agreement. Submitted herewith is a completed Form 1295 in connection with the Administrator's
participation in the execution of this Disclosure Agreement generated by the Texas Ethics Commission's
(the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the
Texas Government Code and the rules promulgated by the TEC (the `Form 1295"). The Issuer hereby
confirms receipt of the Form 1295 from the Administrator, and the Issuer agrees to acknowledge such
form with the TEC through its electronic filing application not later than the thirtieth (30th) day after the
receipt of such form. The Administrator and the Issuer understand and agree that, with the exception of
information identifying the Issuer and the contract identification number, neither the Issuer nor its
consultants are responsible for the information contained in the Form 1295; that the information
contained in the Form 1295 has been provided solely by the Administrator; and, neither the Issuer nor
its consultants have verified such information.
SECTION 21. Governing Law. This Disclosure Agreement shall be governed by the laws of
the State of Texas.
SECTION 22. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument. The Issuer, the Administrator, and the Dissemination Agent agree that electronic signatures
to this Disclosure Agreement may be regarded as original signatures.
Signature pages follow.
14
4147-1136-3944.2
CITY OF FORT WORTH, TEXAS
By:
City Manager
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4147-1136-3944.2
PFM Financial Advisors LLC
(as Dissemination Agent)
Authorized Officer
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4147-1136-3944.2
MuniCap, Inc.
(as Administrator)
By:
Authorized Officer
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER
4147-1136-3944.2
EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE
[ANNUAL FINANCIAL INFORMATION] [ANNUAL FINANCIAL
STATEMENTS] [ANNUAL COLLECTIONS REPORT]
Name of Issuer: City of Fort Worth, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2026
(Fort Worth Public Improvement District No. 22 (Veale Ranch)
Improvement Areas #4-5 Project) (the "Bonds")
CUSIP Nos. [insert CUSIP Nos.]
Date of Delivery: , 20
NOTICE IS HEREBY GIVEN that the City of Fort Worth, Texas (the "Issuer"), has not
provided the [Annual Financial Information] [Annual Financial Statements] [Annual Collections
Report] with respect to the Bonds as required by the Continuing Disclosure Agreement of Issuer
dated as of July 1, 2026, by and among the Issuer, MuniCap, Inc., as "Administrator," and PFM
Financial Advisors LLC, as "Dissemination Agent." The Issuer anticipates that the [Annual
Financial Information] [Annual Financial Statements] [Annual Collections Report] will be filed by
Dated:
PFM Financial Advisors LLC, on behalf of the City
of Fort Worth, Texas
(as Dissemination Agent)
By:
Title:
cc: City of Fort Worth, Texas
A-1
4147-1136-3944.2
EXHIBIT B
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22 (VEALE RANCH)
IMPROVEMENT AREAS #4-5 PROJECT)
ANNUAL FINANCIAL INFORMATION*
Delivery Date: , 20_
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name: PFM Financial Advisors LLC
Address: [ ]
City: []
Telephone: O -
Contact Person: Attn
Section 4(a)(i)
BONDS OUTSTANDING
Original Outstanding Outstanding
Maturity Interest Principal Principal Interest
Date Rate Amount Amount Amount
Total
INVESTMENTS
Fund/ Investment Par Book
Account Name Description Value(') Value(')
I
(1) As such information is provided by the Trustee.
*Excluding audited financial statements of the Issuer
B-1
4147-1136-3944.2
Market
Value('
ASSETS AND LIABILITIES OF TRUST ESTATE
Cash Position of Trust Estate for statements dated September 30, 20[
[List of Funds/Accounts Held Under Indenture] Amount In the Fund
Total A
Bond Principal Amount Outstanding B
Outstanding Assessment Amount to be collected C
Net Position of Trust Estate and Outstanding Bonds and A-B+C
Assessments
September 30, 20U Trust Statements:
Accounting Type: ❑ Cash
Section 4(a)(ii)
❑ Audited
❑ Unaudited
❑ Accrual ❑ Modified Accrual
FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO THE
ISSUER OF THE GENERAL TYPE AND IN SUBSTANTIALLY SIMILAR FORM
PROVIDED IN THE FOLLOWING TABLES AS OF THE END OF THE FISCAL YEAR
Debt Service Requirements on the Bonds
Year Ending
(September 30) Principal
Interest
Total
Ton [Five] Assessment Pavers in Improvement Areas #4-5 (1)
Percentage of
No. of Percentage of Outstanding Total
Property Owner Parcels/Lots Parcels/Lots Assessments Assessments
(')Does not include those owing less than one percent (1%) of total Assessments.
Assessed Value of Improvement Areas #4-5 of the District
The [YEAR] certified total assessed value for the Assessed Property in Improvement Areas
#4-5 of the District is approximately $[AMOUNT] according to the Tarrant Central Appraisal
District.
B-2
4147-1136-3944.2
Foreclosure History
Fiscal Delinquent
Year Assessment Amount
Ended not in Foreclosure
(9/30 1 Proceedings
20 $
20
20
20
20
[insert any necessary footnotes]
Related to the Assessments for the Past Five Fiscal Years
Delinquent
Parcels in Assessment Amount
Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds
Proceedings Proceedings Sales Received
$ $
Collection and Delinauencv History of Annual Installments for the Past Five Fiscal Years
Fiscal Year Total Annual Delinquent Delinquent Total Annual
Ended Installment Parcels Amount as Delinquent Amount as of Delinquent % Installments
(9/30 1 Billed Levied'> of 3/1 % as of 3/1 19/11 as of [9/11 Collected(')
20 $ $ % $ % $
20
20
20
20
(1) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments ("Installment Payments").
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
(2) [Does/does not] include interest and penalties.
Parcel Numbers for Delinquencies Equaling or Exceeding 10% of Annual Installments Due
For the past five Fiscal Years, if the total amount of delinquencies as of September 1 equals or exceeds ten
percent (10%) of the amount of Annual Installments due, a list of parcel numbers for which the Annual Installments
are delinquent.
Fiscal Year
Ended (9/30) Delinauent % as of 9/1 Parcel Numbers
20
20
History of Prenavment of Assessments for the Past Five Fiscal Years
Amount of
Number of Amount of Bonds
Fiscal Year Ended (9/30) Prepayments Prepayments Bond Call Date Redeemed
20 $ $
20
20
20
20
[insert any necessary footnotes]
ITEMS REQUIRED BY SECTION 4(a)(iii) - (iv)
[Insert a line item for each applicable listing]
B-3
4147-1136-3944.2
EXHIBIT C
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22 (VEALE RANCH)
IMPROVEMENT AREAS #4-5 PROJECT)
ANNUAL COLLECTIONS REPORT
Delivery Date: 20
CUSIP Nos: [insert CUSIP Nos.]
DISSEMINATION AGENT
Name: PFM Financial Advisors LLC
Address: [ ]
City: [ , Texas ]
Telephone: O -
Contact Person: Attn:
SELECT FINANCIAL INFORMATION AND OPERATING DATA WITH RESPECT TO
THE COLLECTION OF ASSESSMENTS COVERING THE PERIOD BEGINNING WITH
THE FIRST DAY OF THE FISCAL YEAR SUCCEEDING THE REPORTING FISCAL
YEAR THROUGH THE COLLECTIONS REPORTING DATE PROVIDED IN
COMPLIANCE WITH SUBSECTION 5(A) OF THE ISSUER'S DISCLOSURE
AGREEMENT
Foreclosure History Related To The Annual Installments(')
Delinquent Annual
Installment Amount
Succeeding not in Foreclosure
Fiscal Year Proceedings
20 $
(i) Period covered includes October 1, 20 tht
Delinquent Annual
Parcels in Installment Amount
Foreclosure in Foreclosure Foreclosure Foreclosure Proceeds
Proceedings Proceedings Sales Received
$ $
ough March 1, 20
C-1
4147-1136-3944.2
Collection and Delinauencv of Annual Installments (1)
Total Annual Delinquent Total Annual
Succeeding Installments Parcels Amount as Delinquent % Installments
Fiscal Year Levied Levied(2> of 3/1 as of 3/1 Collected(3>
20 $ $ % $
Period covered includes October 1, 20 through March 1, 20 .
(2) Pursuant to Section 31.031, Texas Tax Code, certain veterans, persons aged 65 or older, and the disabled, who qualify for an exemption under
either Section 11.13(c), 11.32, or 11.22, Texas Tax Code, are eligible to pay property taxes in four equal installments ("Installment Payments").
Effective January 1, 2018, pursuant to Section 31.031(a-1), Texas Tax Code, the Installment Payments are each due before February 1, April 1,
June 1, and August 1. Each unpaid Installment Payment is delinquent and incurs penalties and interest if not paid by the applicable date.
(3) [Does/does not] include interest and penalties.
Prenavment of Assessments(')
Succeeding Number of Amount of
Fiscal Year PreDavments PreDavments Bond Call Date
(1) Period covered includes October 1, 20 through March 1, 20
C-2
4147-1136-3944.2
Amount of
Bonds
Redeemed
EXHIBIT D
BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS
AND PURSUIT OF DELINQUENCIES1
Delinauencv
Date Clock (Days)
January 31
February 1
Activity
Assessments are due.
Assessments are delinquent if not received.
February 15 15 Immediately upon receipt, but in no event later than February
15, Issuer forwards payment to Trustee for all collections
received, along with detailed breakdown. Subsequent
payments and relevant details will follow monthly thereafter.
Issuer and/or Administrator should be aware of actual and
specific delinquencies.
Administrator should be aware if Reserve Fund needs to be
utilized for debt service payments during the corresponding
Fiscal Year.
Issuer and Administrator should determine if previously
collected surplus funds, if any, plus actual Annual
Installment collections will be fully adequate for debt service
in the corresponding March and September.
March 1 29/30 Trustee pays bond interest payments to Owners.
Issuer, or the Trustee on behalf of the Issuer, to notify
Dissemination Agent in writing of the occurrence of draw on
the Reserve Fund and, following receipt of such notice,
Dissemination Agent to notify MSRB of such draw or the
Reserve Fund.
April 1 59/60 At this point, if total delinquencies are under 5% and if there
is adequate funding in the Pledged Revenue Fund for transfer
to the Principal and Interest Account for full September
payments, no further action is anticipated for collection of
Assessments except that the Issuer or Administrator,
working with the City Attorney or an appropriate designee,
will begin process to cure deficiency.
Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of
Assessments, which dates and procedures shall be in accordance with Chapters 31, 32, 33, and 34, Texas Tax
Code, as amended (the "Code"), and the Tax/Assessor Collector's procedures, and are subject to adjustment
by the Issuer. If the collection and delinquency procedures under the Code are subsequently modified,
whether due to an executive order of the Governor of Texas, an amendment to the Code, or otherwise, such
modifications shall control.
D-1
4147-1136-3944.2
July 1 152/153 If there are over 5% delinquencies or if there is
insufficient funding in the Pledged Revenue Fund for
transfer to the Principal and Interest Account of such
amounts as shall be required for the full September
payment, Issuer and/or Administrator to notify
Dissemination Agent in writing for inclusion in the next
Annual Financial Information.
Preliminary Foreclosure activity commences in
accordance with Tax Assessor/Collector's procedures.
If Dissemination Agent has not received Foreclosure
Schedule and Plan of Collections, Dissemination Agent to
request same from the Issuer.
If the Issuer has not provided the Dissemination Agent with
Foreclosure Schedule and Plan of Collections,
Dissemination Agent requests that the Issuer commence
foreclosure or provide plan for collection.
August 15 197/198 The designated lawyers or law firm will be preparing the
formal foreclosure documents and will provide periodic
updates to the Dissemination Agent and the Trustee. The
goal for the foreclosure actions is a filing by no later than
August 15 (day 197/198).
Foreclosure action to be filed with the court as soon as
practicable, in accordance with the Tax
Assessor/Collector's procedures.
Issuer notifies Trustee and Dissemination Agent of
Foreclosure filing status in writing for inclusion in next
Annual Report.
A committee of not less than twenty-five percent (25%) of the Owners may request a meeting with the
Issuer to discuss the Issuer's actions in pursuing the repayment of any delinquencies. This would also occur
after day thirty (30) if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed
five percent (5%), Owners may also request a meeting with the Issuer at any time to discuss the Issuer's
plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the
foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the
Issuer to pursue the collections of delinquent Annual Installments of Assessments.
D-2
4147-1136-3944.2
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER
This Continuing Disclosure Agreement of Developer dated as of July 1, 2026 (this "Disclosure
Agreement"), is executed and delivered by and among FW Club LP, a Texas limited partnership (the
"Improvement Area #4 Developer"), PMB Ventana Developer South LLC, a Texas limited liability
company, and PMB SWFW Dev Co Manager LLC, a Texas limited liability company (together, the
"Improvement Area #5 Developer"), MuniCap, Inc. (the "Administrator"), and PFM Municipal Advisors
LLC, acting solely in its capacity as dissemination agent (the "Dissemination Agent") with respect to
the captioned bonds (the `Bonds"). The Improvement Area #4 Developer, the Improvement Area #5
Developer, the Administrator, and the Dissemination Agent covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Improvement Area #4 Developer, the Improvement Area #5 Developer,
the Administrator, and the Dissemination Agent for the benefit of the Owners (defined below) and
beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB
(defined below) or the SEC (defined below), all filings made by the Dissemination Agent pursuant to
this Disclosure Agreement shall be filed with the MSRB through EMMA (defined below).
SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture
of Trust, dated as of July 1, 2026, relating to the Bonds (the "Indenture"), which apply to any capitalized
term used in this Disclosure Agreement, including the Exhibits hereto, the following capitalized terms
shall have the following meanings:
"Affiliate" shall mean an entity that is controlled by, controls, or is under common control with
another entity.
"Certification Letter" shall mean a certification letter provided by a Reporting Party, if any,
pursuant to Section 3, in substantially the form attached as Exhibit D.
`'Developer" shall mean (i) solely as to Improvement Area #4, the Improvement Area #4
Developer, and (ii) solely as to Improvement Area #5, the Improvement Area #5 Developer.
"Developer Listed Event" shall mean any of the events listed in Section 4(a) of this Disclosure
Agreement.
"Disclosure Agreement of Issuer" shall mean the Continuing Disclosure Agreement of Issuer
with respect to the Bonds dated as of even date herewith executed and delivered by and among the Issuer,
the Administrator, and the Dissemination Agent.
"Dissemination Agent" shall mean PFM Municipal Advisors LLC, acting solely in its capacity
as dissemination agent, or any successor Dissemination Agent designated in writing by the Issuer, and
which has filed with the Trustee a written acceptance of such designation.
4161-8035-3896.5
"EMMA" shall mean the Electronic Municipal Market Access system administered by the
MSRB which, as of the date of this Disclosure Agreement, is available on the internet at
http://emma.msrb.org.
"Homebuilder" shall mean any homebuilder who enters into a Lot Purchase Agreement with the
Improvement Area #5 Developer, and the successors and assigns of such homebuilder under such Lot
Purchase Agreement.
"Improvement Area #4 Developer" shall mean FW Club LP, a Texas limited partnership, or an
Affiliate thereof.
`'Improvement Area #4 Amenities" shall mean an 18 -hole championship golf course and a 9 -hole
par 3 golf course, each designed by Tom Fazio, multiple amenity buildings, pools, racquet facilities,
trails, sports fields, a community farm, and related facilities to be constructed by or on behalf of the
Improvement Area #4 Developer within Improvement Area #4 and expected to be owned and/or operated
by a homeowners' association or similar entity.
"Improvement Area #5 Developer" shall mean one or both, as applicable, of PMB Ventana
Developer South LLC, a Texas limited liability company, and PMB SWFW Dev Co Manager LLC, a
Texas limited liability company, or an Affiliate thereof.
"Listed Events" shall mean, collectively, Developer Listed Events and Significant Homebuilder
Listed Events.
'CLot Purchase Agreement" shall mean, with respect to lots or land within Improvement Area #5
of the District, any agreement between a Homebuilder and an Improvement Area #5 Developer or other
owner of land within Improvement Area #5 to purchase lots or to purchase land.
"MSRB" shall mean the Municipal Securities Rulemaking Board, or any other entity designated
or authorized by the SEC to receive reports pursuant to the Rule.
"Participating Underwriter" shall mean FMSbonds, Inc., and its successors and assigns.
`'Quarterly Ending Date" shall mean each March 31, June 30, September 30 and December 31,
beginning September 30, 2026.
"Quarterly Filing Date" shall mean for each Quarterly Ending Date, the fifteenth calendar day of
the second month following such Quarterly Ending Date being February 15, May 15, August 15,
November 15.
"Quarterly Information" shall have the meaning assigned to such term in Section 3 of this
Disclosure Agreement.
"Quarterly Report" shall mean any Quarterly Report described in Section 3 of this Disclosure
Agreement containing the information listed in Exhibit A attached hereto.
"Reporting Party" shall mean, collectively, (i) solely as to Improvement Area #4, (ii) solely as to
Improvement Area #5, the Improvement Area #5 Developer, and (iii) any Significant Homebuilder who
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has acknowledged and assumed reporting obligations in accordance with Section 6 of this Disclosure
Agreement.
"Rule" shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
"Significant Homebuilder" shall mean a Homebuilder that then owns 10 or more of the single
family residential lots within Improvement Area #5.
"Significant Homebuilder Listed Event" shall mean any of the events listed in Section 4(b) of
this Disclosure Agreement.
SECTION 3. Quarterly Reports.
(a) A Reporting Party shall, at its cost and expense, provide, or cause to be provided, to the
Administrator, not more than 10 days after each Quarterly Ending Date, the information in the Quarterly
Report required to be provided by such Reporting Party pursuant to subsection 3(d) (with respect to each
Reporting Party, the "Quarterly Information"). The Reporting Party shall provide, or cause to be
provided, such Quarterly Information until such Reporting Party's obligations terminate pursuant to
Section 7 of this Disclosure Agreement. The Improvement Area #5 Developer shall remain obligated
with respect to any real property acquired by a Significant Homebuilder until an acknowledgment of
assignment with respect to such real property is delivered in accordance with Section 6 of this Disclosure
Agreement, at which time the Improvement Area #5 Developer shall have no further obligation or
liability for disclosures or other responsibilities under this Disclosure Agreement as to the property
transferred to such Significant Homebuilder.
(b) The Administrator shall (i) review each Quarterly Report containing the Quarterly
Information provided by each Reporting Party pursuant to subsection (a) above and (ii) no later than
twenty (20) days after each Quarterly Ending Date, either (1) advise the applicable Reporting Party as
to any necessary changes to such Person's Quarterly Information, or (2) provide to the Dissemination
Agent the Quarterly Report in accordance with subsection (c) below. If the Administrator advises a
Reporting Party as to any necessary changes to their respective Quarterly Information, such Reporting
Party shall provide, or cause to be provided, to the Administrator, not more than 30 days after each
Quarterly Ending Date, the revised Quarterly Information. The Administrator shall review the revised
Quarterly Information within the Quarterly Report and provide the Quarterly Report to the
Dissemination Agent in accordance with subsection (c) below.
If Reporting Parties provide the Quarterly Information in more than one report to the
Administrator, the Administrator shall (i) prepare each Quarterly Report with the Quarterly Information
provided by the Reporting Parties pursuant to subsection (a) above, and (ii) provide the Quarterly Report
to the Reporting Parties for review no later than 20 days after each Quarterly Ending Date. The Reporting
Parties shall review and revise, as necessary, the Quarterly Report and, upon such review, shall promptly,
but no later than 30 days after each Quarterly Ending Date, provide the Quarterly Report and
Certification Letter(s) to the Administrator and authorize the Administrator to provide such Quarterly
Report and Certification Letter(s) to the Issuer and the Dissemination Agent pursuant to subsection (c)
below.
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In all cases, each Reporting Party shall have the sole responsibility for the content, design, and
other elements comprising substantive contents of all of the Quarterly Information provided by such
Reporting Party contained in the Quarterly Report.
(c) The Administrator shall provide to the Dissemination Agent, no later than 35 days after
each Quarterly Ending Date, the Quarterly Report containing the information described in subsection
3(d), the Certification Letter(s), if applicable, and written direction to the Dissemination Agent to file
such report with the MSRB. The Dissemination Agent shall file the Quarterly Report and the
Certification Letter(s), if applicable, with the MSRB and provide a copy of such report to the Issuer and
the Participating Underwriter within 10 days of the Dissemination Agent's receipt thereof pursuant to
this subsection 3(c); provided, however, that the Quarterly Report must be submitted to the MSRB not
later than each Quarterly Filing Date. In the event that any Reporting Party or the Administrator does
not provide the information required by subsection (a) or (b) of this Section 3, as applicable, in a timely
manner and, as a result, either an incomplete Quarterly Report is filed with the MSRB, or a Quarterly
Report is not filed with the MSRB by each Quarterly Filing Date, the Dissemination Agent shall, upon
written direction from the applicable Reporting Party file a notice of failure to provide Quarterly
Information or failure to file a Quarterly Report with the MSRB in substantially the form attached as
Exhibit B, as soon as practicable. If incomplete Quarterly Information or no Quarterly Information is
provided by any Reporting Party, the Dissemination Agent and any other Reporting Party who provided
complete Quarterly Information shall not be responsible for the failure to submit a complete Quarterly
Report to the MSRB. If each Reporting Party timely provides the required Quarterly Information to the
Administrator as described in this Section 3, the failure of the Administrator to provide the Quarterly
Report to the Dissemination Agent, or the failure of the Dissemination Agent to provide such report to
the Participating Underwriter in a timely manner, shall not be deemed a default by the Reporting Parties
under this Disclosure Agreement.
(d) Each Quarterly Report shall consist of the information (i) with respect to Improvement
Area #4, listed in Exhibit A-1 attached hereto, and (ii) with respect to Improvement Area #5, listed in
Exhibit A-2 attached hereto.
SECTION 4. Event Reporting Obligations.
(a) Pursuant to the provisions of this Section 4, each of the following is a Developer Listed
Event with respect to the Bonds:
(i) Failure to pay any real property taxes or Assessments levied on Assessed Property
within Improvement Area #4 or Improvement Area #5 of the District owned by a Developer;
provided, however, that the exercise of any right of a Developer as a landowner within
Improvement Area #4 or Improvement Area #5 to exercise legal and/or administrative
procedures to dispute the amount or validity of all or any part of any real property taxes shall not
be considered a Developer Listed Event under this Section nor a breach or default of this
Disclosure Agreement;
(ii) Material damage to or destruction of any development or improvements within
Improvement Area #4 or Improvement Area #5, including the Improvement Area #4
Improvements, the Improvement Area #5 Improvements, and the Improvement Area #4
Amenities;
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(iii) Material default by a Developer or any of a Developer's Affiliates on any loan
with respect to the acquisition, development, or permanent financing of Improvement Area #4 or
Improvement Area #5 undertaken by a Developer or any of a Developer's Affiliates;
(iv) Material default by a Developer or any of a Developer's Affiliates on any loan
secured by property within Improvement Area #4 or Improvement Area #5 owned by a Developer
or any of a Developer's Affiliates;
(v) The bankruptcy, insolvency, or similar filing of a Developer or any of a
Developer's Affiliates or any determination that a Developer or any of a Developer's Affiliates
is unable to pay its debts as they become due;
(vi) The consummation of a merger, consolidation, or acquisition of a Developer, or
the sale of all or substantially all of the assets of a Developer or any of a Developer's Affiliates,
other than in the ordinary course of business, or the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such actions, other
than pursuant to its terms, if material;
(vii) The filing of any lawsuit with a claim for damages in excess of $1,000,000 against
a Developer or any of a Developer's Affiliates that may adversely affect the completion of
development of Improvement Area #4 or Improvement Area #5, or litigation that may materially
adversely affect the financial condition of a Developer or any of a Developer's Affiliates;
(viii) Any material change in the legal structure, chief executive officer, or controlling
ownership of a Developer; and
(ix) Any assignment and assumption of disclosure obligations under this Disclosure
Agreement pursuant to Sections 5 or 6 hereof.
(b) Pursuant to the provisions of this Section 4, each of the following occurrences related to
any Significant Homebuilder is a Significant Homebuilder Listed Event with respect to the Bonds:
(i) Failure to pay any real property taxes or Assessments levied on Assessed Property
within Improvement Area #5 owned by such Significant Homebuilder; provided, however, that
the exercise of any right of such Significant Homebuilder as a landowner within Improvement
Area #5 to exercise legal and/or administrative procedures to dispute the amount or validity of
all or any part of any real property taxes shall not be considered a Significant Homebuilder Listed
Event under this Section nor a breach or default of this Disclosure Agreement;
(ii) The bankruptcy, insolvency, or similar filing of such Significant Homebuilder or
any determination that such Significant Homebuilder is unable to pay its debts as they become
due;
(iii) The consummation of a merger, consolidation, or acquisition involving such
Significant Homebuilder or the sale of all or substantially all of the assets of the Significant
Homebuilder, other than in the ordinary course of business, or the entry into a definitive
agreement to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
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(iv) Any change in the type of legal entity, chief executive officer, or controlling
ownership of such Significant Homebuilder;
(v) Early termination of or material default by such Significant Homebuilder under a
Lot Purchase Agreement; and
(vi) Any assignment and assumption of disclosure obligations under this Disclosure
Agreement pursuant to Section 6 hereof.
(c) Whenever a Reporting Party obtains knowledge of the occurrence of a Listed Event
applicable to such Reporting Party, such Reporting Party shall promptly, and not more than five (5)
Business Days after such Reporting Party obtains such knowledge, notify the Issuer, the Administrator
and the Dissemination Agent in writing and the Reporting Party shall direct the Dissemination Agent to
file a notice of such occurrence with the MSRB, in the manner hereinafter described, and provide a copy
of such notice to the Issuer and the Participating Underwriter. Any such notice is required to be filed
within ten (10) Business Days after the Reporting Party becomes aware of the occurrence of such Listed
Event. If the Reporting Party timely notifies the Dissemination Agent of the occurrence of a Listed Event,
as described in this Section 4, the failure of the Dissemination Agent to provide such notice to the
Participating Underwriter in a timely manner shall not be deemed a default by such Reporting Party
under this Disclosure Agreement.
A Developer and each other Reporting Party, if any, shall only be responsible for reporting the
occurrence of a Listed Event applicable to such Reporting Party and shall not be responsible for reporting
the occurrence of a Listed Event applicable to any other Reporting Party, regardless of if such Reporting
Party is providing Quarterly Information on behalf of any other Reporting Party. Additionally, if a
Significant Homebuilder does not execute the assignment and assumption of disclosure obligations
pursuant to Section 6 hereof, and, therefore, the Improvement Area #5 Developer is reporting on behalf
of the Significant Homebuilder, the Improvement Area #5 Developer shall not be required to conduct an
independent investigation of the occurrence of a Significant Homebuilder Listed Event.
Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure
that the applicable Reporting Party desires to make, the written authorization of such Reporting Party
for the Dissemination Agent to disseminate such information as provided herein, and the date the
Reporting Party desires for the Dissemination Agent to disseminate the information.
In all cases, the applicable Reporting Party shall have the sole responsibility for the content,
design and other elements comprising substantive contents of all disclosures. In addition, the applicable
Reporting Party shall have the sole responsibility to ensure that any notice required to be filed with the
MSRB under this Section 4 is actually filed within 10 Business Days after such Reporting Party becomes
aware of the Listed Event applicable to such Reporting Party.
(d) The Dissemination Agent shall, promptly, and not more than five (5) Business Days after
obtaining actual knowledge of the occurrence of any Listed Event, notify in writing the Administrator
and the applicable Reporting Party of such Listed Event. The Dissemination Agent shall not be required
to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written
instructions from the applicable Reporting Party to do so. It is agreed and understood that the duty to
make or cause to be made the disclosures herein is that of the Reporting Party and not that of the Trustee
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4161-8035-3896.5
or the Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give
the foregoing notice to the applicable Reporting Party as an accommodation to assist it in monitoring the
occurrence of such event, but is under no obligation to investigate whether any such event has occurred.
As used above, "actual knowledge" means the actual fact or statement of knowing, without a duty to
make any investigation with respect thereto. In no event shall the Dissemination Agent be liable in
damages or in tort to the Participating Underwriter, the Administrator, the Issuer, any Reporting Party
or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the
foregoing notice or to give such notice in a timely fashion.
(e) If the Dissemination Agent has been notified in writing by a Reporting Party to report the
occurrence of a Listed Event in accordance with subsections (c) or (d) of this Section 4, the
Dissemination Agent shall file a notice of such occurrence with the MSRB promptly after its receipt of
such written instructions from such Reporting Party; provided that all such notices must be filed no later
than the date specified in subsection (c) of this Section 4 for such Listed Event.
SECTION 5. Assumption of Reporting Obligations of a Developer.
A Developer shall cause each Person who, through assignment, assumes the obligations,
requirements, or covenants to construct one or more of the Improvement Area #4 Improvements, the
Improvement Area #5 Improvements, or the Improvement Area #4 Amenities to assume and comply
with the disclosure obligations of such Developer under this Disclosure Agreement. A Developer shall
deliver to the Dissemination Agent, the Administrator, and the Issuer a written acknowledgement from
each Person who assumes the obligations, requirements, or covenants to construct one or more of the
Improvement Area #4 Improvements, the Improvement Area #5 Improvements, or the Improvement
Area #4 Amenities in substantially the form attached as Exhibit E (the "Developer Acknowledgment"),
acknowledging and assuming its obligations under this Disclosure Agreement. Pursuant to subsection
4(a)(ix) above, such Developer shall direct the Dissemination Agent to file a copy of each Developer
Acknowledgment with the MSRB, in accordance with subsections 4(c) and 4(e) above. Upon any such
transfer to a Person, and such Person's delivery of written acknowledgement of assumption of a
Developer's obligations under this Disclosure Agreement as to the property transferred, such Developer
shall have no further obligation or liability for disclosures or other responsibilities under this Disclosure
Agreement as to the property transferred or the obligations assigned. Notwithstanding anything to the
contrary elsewhere herein, after such transfer of ownership, a Developer shall not be liable for the acts
or omissions of such Person arising from or in connection with such disclosure obligations under this
Disclosure Agreement. Additionally, for the avoidance of doubt, a Developer shall require that any
Person comply with obligations of this Section 5 with respect to any subsequent transfers by such Person
to any individual or entity meeting the definition of a "Developer" in the future.
SECTION 6. Assumption of Reporting Obligations by Significant Homebuilder.
(a) As long as a Homebuilder is a Significant Homebuilder, the Improvement Area #5
Developer may (i) cause such Significant Homebuilder to comply with the Improvement Area #5
Developer's disclosure obligations under subsections 3(d) and 4(b) hereof, with respect to such acquired
real property, until such party's disclosure obligations terminate pursuant to Section 7 of this Disclosure
Agreement, or (ii) elect to provide any or all Quarterly Information on behalf of such Significant
Homebuilder; provided, however, that if the Improvement Area #5 Developer initially elects to provide
any or all Quarterly Information on behalf of such Significant Homebuilder, the Improvement Area #5
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Developer may elect in the future to cause such Significant Homebuilder to comply with the
Improvement Area #5 Developer's disclosure obligations, as described in clause (i) above.
(b) If the Improvement Area #5 Developer elects to cause a Significant Homebuilder to
comply with the Improvement Area #5 Developer's disclosure obligations, as described in clause (i)
above, the Improvement Area #5 Developer shall deliver to the Dissemination Agent, the Administrator,
and the Issuer a written acknowledgement from each Significant Homebuilder, in substantially the form
attached as Exhibit F (the "Significant Homebuilder Acknowledgment"), acknowledging and assuming
its obligations under this Disclosure Agreement. Pursuant to subsections 4(a)(ix) and 4(b)(vi) above, the
Improvement Area #5 Developer shall direct the Dissemination Agent to file a copy of the Significant
Homebuilder Acknowledgment with the MSRB, in accordance with subsections 4(c) and 4(e) above.
Upon any such transfer to a Significant Homebuilder, and such Significant Homebuilder's delivery of
an executed Significant Homebuilder Acknowledgment assuming the Improvement Area #5 Developer's
obligations under this Disclosure Agreement as to the property transferred, the Improvement Area #5
Developer shall have no further obligation or liability for disclosures or other responsibilities under this
Disclosure Agreement as to the property transferred or the obligations assigned. The Improvement Area
#5 Developer shall remain obligated with respect to any real property acquired by a Significant
Homebuilder until an executed Significant Homebuilder Acknowledgment with respect to such real
property is delivered to the Dissemination Agent, Administrator, the Issuer, and the MSRB, in
accordance with this subsection 6(b).
(c) Notwithstanding anything to the contrary elsewhere herein, after such transfer of
ownership, the Improvement Area #5 Developer shall not be liable for the acts or omissions of such
Significant Homebuilder arising from or in connection with such disclosure obligations under this
Disclosure Agreement.
SECTION 7. Termination of Ret ortin4 Obligations.
(a) The reporting obligations of the Improvement Area #4 Developer under this Disclosure
Agreement shall terminate upon the earlier of (i) the date when none of the Bonds remain Outstanding,
or (ii) the date when (A) at least 122 lots or parcels in Improvement Area #4 have been sold to end users,
and (B) the Improvement Area #4 Developer has received a final passing building inspection record for
at least 68 single family residential lots or parcels in Improvement Area #4.
(b) The reporting obligations of the Improvement Area #5 Developer or any Significant
Homebuilder under this Disclosure Agreement shall terminate upon the earlier of (i) the date when none
of the Bonds remain Outstanding, (ii) when the Improvement Area #5 Developer or such Significant
Homebuilder, including their respective Affiliates and/or successors and assigns, no longer owns 10 or
more single family residential lots within Improvement Area #5, as of each Quarterly Ending Date, or
(iii) a final passing building inspection record has been received for the last single family residential lot
or parcel owned by the Improvement Area #5 Developer or such Significant Homebuilder, including
their respective Affiliates and/or successors and assigns, respectively; provided, however, if the
Improvement Area #5 Developer elects to provide any or all Quarterly Information on behalf of a
Significant Homebuilder in accordance with subsection 6(a) above, the reporting obligations of the
Improvement Area #5 Developer under this Disclosure Agreement shall terminate upon the earlier of (i)
the date when none of the Bonds remain Outstanding, (ii) when the Improvement Area #5 Developer
and such Significant Homebuilder(s) (on behalf of whom the Improvement Area #5 Developer is
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reporting), including their respective Affiliates and/or successors and assigns, collectively no longer own
10 or more single family residential lots within Improvement Area #5, as of each Quarterly Ending Date,
or (iii) a final passing building inspection record has been received for the last single family residential
lot or parcel owned by the Improvement Area #5 Developer and such Significant Homebuilder(s) (on
behalf of whom the Improvement Area #5 Developer is reporting), including their respective Affiliates
and/or successors and assigns.
(c) Upon receipt of written notice from a Reporting Party or the Dissemination Agent that
the reporting obligations of a Reporting Party have terminated in accordance with subsection (a) of this
Section 7, the Administrator shall provide written notice to the applicable Reporting Party, the
Participating Underwriter, the Issuer, and the Dissemination Agent in substantially the form attached as
Exhibit C. of the termination of the applicable Reporting Party's reporting obligations under this
Disclosure Agreement (the "Termination Notice"). If such Termination Notice with respect to a
Reporting Party occurs while any of the Bonds remain Outstanding, the Administrator shall immediately
provide, or cause to be provided, the Termination Notice to the Dissemination Agent, and the
Dissemination Agent shall provide such Termination Notice to the MSRB, the Issuer, the Trustee, the
applicable Reporting Party, and the Participating Underwriter on or before the next succeeding Quarterly
Filing Date.
(d) The obligations of the Administrator and the Dissemination Agent under this Disclosure
Agreement shall terminate upon the earlier of (i) the date when none of the Bonds remain Outstanding,
or (ii) termination of all Reporting Parties' reporting obligations in accordance with subsection (a) of
this Section 7 and any Termination Notice required by subsection (b) of this Section 7 has been provided
to the MSRB, the Issuer, the Trustee, the Dissemination Agent, the Reporting Parties, and the
Participating Underwriter, as applicable.
SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage
a Dissemination Agent or successor Dissemination Agent to assist a Developer, any Person that has
executed a Developer Acknowledgement pursuant to Section 5 hereof, or any Significant Homebuilder
that has executed a Significant Homebuilder Acknowledgment pursuant to Section 6 hereof in carrying
out their obligations under this Disclosure Agreement, and may discharge such Dissemination Agent,
with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at
any time with 30 days' notice to the Issuer, the Improvement Area #4 Developer, the Improvement Area
#5 Developer, and the Administrator; provided, however, that if the Dissemination Agent is serving in
the same capacity under the Disclosure Agreement of Issuer, the Dissemination Agent shall resign under
the Disclosure Agreement of Issuer simultaneously with its resignation hereunder; provided, further, that
if the Issuer is the Dissemination Agent, the Issuer may not resign without first appointing a successor
Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer
shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall be PFM
Municipal Advisors LLC
SECTION 9. Amendment: Waiver. Notwithstanding any other provisions of this
Disclosure Agreement, the Improvement Area #4 Developer, the Improvement Area #5 Developer, the
Administrator, and the Dissemination Agent may jointly amend this Disclosure Agreement (and the
Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested in
writing by the Developer or the Administrator), and any provision of this Disclosure Agreement may be
waived, provided that the following conditions are satisfied:
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4161-8035-3896.5
(a) If the amendment or waiver relates to the provisions of Sections 3 or 4, it may only be
made in connection with a change in circumstances that arises from a change in legal requirements,
change in law, or change in the identity, nature or status of a Developer or any Significant Homebuilder,
or the type of business conducted; and
(b) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same
manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or
(ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the
Owners or beneficial owners of the Bonds. No amendment which adversely affects the Dissemination
Agent or the Issuer may be made without the respective party's prior written consent (which consent
will not be unreasonably withheld or delayed).
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the
Administrator shall describe such amendment in the next related Quarterly Report, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type
of financial information or operating data being presented by a Developer. A Developer shall provide,
or cause to be provided, at its cost and expense, an executed copy of any amendment or waiver entered
into in accordance with this Section 9 to the Issuer, the Administrator, the Dissemination Agent, the
other Developer, and the Participating Underwriter.
SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent a Developer or any Significant Homebuilder from disseminating any other
information, using the means of dissemination set forth in this Disclosure Agreement or any other means
of communication, or including any other information in addition to that which is required by this
Disclosure Agreement. If a Developer or Significant Homebuilder chooses to include any information
in any Quarterly Report or notice of occurrence of a Developer Listed Event or Significant Homebuilder
Listed Event, as applicable, in addition to that which is specifically required by this Disclosure
Agreement, such Developer or the Significant Homebuilder, as applicable, shall have no obligation under
this Disclosure Agreement to update such information or include it in any future Quarterly Report or
notice of occurrence of a Developer Listed Event or Significant Homebuilder Listed Event.
SECTION 11. Content of Disclosures. In all cases, a Developer or Significant
Homebuilder, as applicable, shall have the sole responsibility for the content, design, and other elements
comprising substantive contents of all disclosures provided under this Disclosure Agreement.
SECTION 12. Default. In the event of a failure of any Reporting Party or the Administrator
to comply with any provision of this Disclosure Agreement, (i) the Dissemination Agent or any Owner
or beneficial owner of the Bonds may, and (ii) at the request of any Participating Underwriter or the
Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and
upon being indemnified to its satisfaction, the Dissemination Agent shall take such actions as may be
necessary and appropriate to cause the Reporting Party and/or the Administrator to comply with its
obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be
deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under
this Disclosure Agreement in the event of any failure of the Reporting Party or the Administrator to
comply with this Disclosure Agreement shall be an action in mandamus or specific performance. A
default under this Disclosure Agreement shall not be deemed a default under the Disclosure Agreement
of Issuer, and a default under the Disclosure Agreement of Issuer shall not be deemed a default under
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this Disclosure Agreement. Additionally, a default by a Developer of its obligations under this Disclosure
Agreement shall not be deemed a default by any Significant Homebuilder of such Significant
Homebuilder's obligations under this Disclosure Agreement; and, likewise, a default by any Significant
Homebuilder of such Significant Homebuilder's obligations under this Disclosure Agreement shall not
be deemed a default of a Developer of the Developer's obligations under this Disclosure Agreement.
SECTION 13. Duties, Immunities and Liabilities of Dissemination Agent and Administrator.
(a) The Dissemination Agent shall not be responsible in any manner for the content of any
notice or report (including without limitation the Quarterly Report) prepared by any Reporting Party
and/or the Administrator pursuant to this Disclosure Agreement. The Dissemination Agent shall have
only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants
shall be read into this Disclosure Agreement with respect to the Dissemination Agent. The Improvement
Area #4 Developer and the Improvement Area #5 Developer agree to indemnify and hold harmless the
Dissemination Agent, its officers, directors, employees, and agents against any loss, expense, and
liabilities which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including reasonable attorneys' fees) of defending against
any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct. The obligations of a Developer under this Section shall survive termination of this
Disclosure Agreement, resignation or removal of the Dissemination Agent, and payment in full of the
Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the
Dissemination Agent is an "obligated person" under the Rule. The Dissemination Agent is not acting in
a fiduciary capacity in connection with the performance of its respective obligations hereunder. The
Dissemination Agent shall not in any event incur any liability with respect to (i) any action taken or
omitted to be taken in good faith upon advice of legal counsel given with respect to any question relating
to duties and responsibilities of the Dissemination Agent hereunder, or (ii) any action taken or omitted
to be taken in reliance upon any document delivered to the Dissemination Agent and believed to be
genuine and to have been signed or presented by the proper party or parties.
(b) The Administrator shall not have any duty with respect to the content of any disclosures
made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set
forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure
Agreement with respect to the Administrator. The Improvement Area #4 Developer and the
Improvement Area #5 Developer agree to indemnify and hold harmless the Administrator, its officers,
directors, employees, and agents against any loss, expense, and liabilities which it may incur arising out
of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses
(including reasonable attorneys' fees) of defending against any claim of liability, but excluding liabilities
due to the Administrator's breach, negligence, or willful misconduct. The obligations of a Developer
under this Section shall survive termination of this Disclosure Agreement, resignation or removal of the
Administrator, and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be
construed to mean or to imply that the Administrator is an "obligated person" under the Rule. The
Administrator is not acting in a fiduciary capacity in connection with the performance of its respective
obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i)
any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to
any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any action
taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed
to be genuine and to have been signed or presented by the proper party or parties.
11
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(c) The Dissemination Agent or the Administrator may, from time to time, consult with legal
counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to
the construction of any of the provisions hereof or their respective duties hereunder, and the
Dissemination Agent and Administrator shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. The Improvement Area #4 Developer, the
Improvement Area #5 Developer, the Administrator, and the Dissemination Agent agree that the legal
expenses of the Dissemination Agent or the Administrator to which it is expressly entitled to be paid
pursuant to this subsection 13(c) are Administrative Expenses.
(d) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE
ADMINISTRATOR, A DEVELOPER, OR ANY SIGNIFICANT HOMEBUILDER BE LIABLE TO
THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY ANY OTHER PARTY TO THIS DISCLOSURE AGREEMENT OR A SIGNIFICANT
HOMEBUILDER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE. THE DISSEMINATION AGENT AND THE ADMINISTRATOR ARE UNDER
NO OBLIGATION NOR ARE THEY REQUIRED TO BRING SUCH AN ACTION, EXCEPT AS
DESCRIBED IN SECTION 12 WITH RESPECT TO THE DISSEMINATION AGENT.
SECTION 14. No Personal Liability. No covenant, stipulation, obligation, or agreement of
a Developer, any Significant Homebuilder, the Administrator, or the Dissemination Agent contained in
this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation, or agreement of any
present or future officer, director, shareholder, member, managing partner, agent, or employee of a
Developer, any Significant Homebuilder, the Administrator, or the Dissemination Agent in other than
that person's official capacity.
SECTION 15. Severability. In case any section or provision of this Disclosure Agreement,
or any covenant, stipulation, obligation, agreement, act, or action, or part thereof, made, assumed,
entered into, or taken thereunder, or any application thereof, is for any reasons held to be illegal or
invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or
provision thereof or any other covenant, stipulation, obligation, agreement, act, or action, or part thereof,
made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or
provision or other covenant, stipulation, obligation, agreement, act, or action, or part thereof, is wholly
dependent for its operation on the provision determined to be invalid), which shall be construed and
enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or
invalidity of any application thereof affect any legal and valid application thereof, and each such section,
provision, covenant, stipulation, obligation, agreement, act, or action, or part thereof, shall be deemed to
be effective, operative, made, entered into, or taken in the manner and to the full extent permitted by
law.
SECTION 16. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the Reporting Parties, the Administrator, the Dissemination Agent, the Issuer, the Participating
Underwriter, and the Owners and the beneficial owners from time to time of the Bonds, and shall create
12
4161-8035-3896.5
no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to
disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws.
SECTION 17. Dissemination Agent Compensation. The fees and expenses incurred by the
Dissemination Agent for its services rendered in accordance with this Disclosure Agreement constitute
Administrative Expenses and will be included in the Annual Installments as provided in the annual
updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent,
but only with funds to be provided from the Administrative Expenses component of the Annual
Installments collected from the owners of Assessed Property in Improvement Area #4 and Improvement
Area #5, for the fees and expenses for its services rendered in accordance with this Disclosure
Agreement.
SECTION 18. Administrator Compensation. The fees and expenses incurred by the
Administrator for its services rendered in accordance with this Disclosure Agreement constitute
Administrative Expenses and will be included in the Annual Installments as provided in the annual
updates to the Service and Assessment Plan. The Administrator has entered into a separate agreement
with the Issuer, which agreement governs the administration of Improvement Area #4 and Improvement
Area #5, including the payment of the fees and expenses of the Administrator for its services rendered
in accordance with this Disclosure Agreement.
SECTION 19. Governing Law. This Disclosure Agreement shall be governed by the laws of
the State of Texas.
SECTION 20. Notice. Any written notice required to be given or made hereunder among or
between any of the Parties and/or Participating Underwriter, shall be given or made by e-mail, facsimile,
hand delivery, overnight courier, or by United States mail, certified or registered mail, return receipt
requested, postage prepaid, at the addresses listed below or at such other addresses as any be specified
in writing by any party hereto to the other parties hereto. If the required notice is provided or delivered
by e-mail, the sender must request a read or delivery receipt from the recipient confirming that the
recipient received the e-mail or the e-mail was delivered with such notice. Failure of any party to this
Disclosure Agreement or Significant Homebuilder to provide proof of an e-mail read receipt or delivery
receipt does not constitute a breach or default by such party or Significant Homebuilder under this
Disclosure Agreement.
If to a Developer:
If to the Dissemination Agent
c/o PMB Advisors, LLC
4001 Maple Ave., Suite 270
Dallas, Texas 75219
E-mail: taylor@pmbinv.com
PFM Municipal Advisors LLC
750 North Saint Paul St., Suite 450
Dallas, Texas 75201
E-mail:
If to Administrator: MuniCap, Inc.
600 E. John Carpenter Freeway, Suite 150
Irving, Texas 75062
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4161-8035-3896.5
E-mail: txpid@municap.com
With a copy to: Keenan Rice
P.O. Box 119
Simpsonville, Maryland 21150
Keenan.rice@municap.com
If to the Issuer: City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
E-mail: alex.laufer@fortworthtexas.gov
If to Participating Underwriter: FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
E-mail: tdavenport@fmsbonds.com
SECTION 21. Term of Disclosure Agreement. Except for surviving indemnities of the parties
to this Disclosure Agreement, this Disclosure Agreement terminates on the earlier of (i) the first date on
which none of the Bonds remain Outstanding, and (ii) the first date on which the reporting obligations
of all Reporting Parties have terminated in accordance with the terms of Section 7 of this Disclosure
Agreement.
SECTION 22. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument. The Developer, the Administrator, and the Dissemination Agent agree that electronic
signatures to this Disclosure Agreement may be regarded as original signatures.
Signature pages follow.
14
4161-8035-3896.5
PFM Municipal Advisors LLC,
Dissemination Agent
By:
Authorized Officer
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER
S-1
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IMPROVEMENT AREA #4 DEVELOPER:
FW CLUB LP, a Texas limited partnership
By: PMB DLC FW GP, LLC, a Delaware limited
liability company, its General Partner
By:
Name:
Title:
IMPROVEMENT AREA #5 DEVELOPER:
PMB VENTANA DEVELOPER SOUTH LLC,
a Texas limited liability company
By: PMB Ventana Developer LLC, a Texas
limited liability company, its Manager
By: PB Ventana Manager, LLC, a Texas
limited liability company, its Manager
By:
Name: K. Taylor Baird
Title: Manager
PMB SWFW Dev Co Manager LLC,
a Texas limited liability company,
By:
Name: K. Taylor Baird
Title: Manager
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER
S-2
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MuniCap, Inc.,
Administrator
By:
Name:
Title:
SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER
S-3
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EXHIBIT A-1
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
IMPROVEMENT AREA #4 DEVELOPER QUARTERLY REPORT
[INSERT Q UARTERL Y ENDING DATE]
Delivery Date: 20
CUSIP Numbers: [Insert CUSIP Numbers]
DISSEMINATION AGENT
Name: PFM Municipal Advisors LLC
Address: 750 North Saint Paul St., Suite 450
City: Dallas, Texas 75201
Telephone:
Contact Person: Attn:
I. Expenditures Paid from Accounts under Indenture
TOTAL BUDGETED COSTS REQUIRED TO COMPLETE IMPROVEMENT AREA #4
IMPROVEMENTS: $13,399,137
Of the budgeted costs for Improvement Area #4 Improvements shown in the Service and
Assessment Plan:
1. Actual costs drawn from the Improvement Area #4 Bond Improvements Account:
II. Status of Improvements
Completion date of the Improvements
1. Actual date of completion of the Improvement Area #4 Improvements:
III. Unit Mix
_Product Tvne Number of Units
Cottage 36
Estate 100
Total 136
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IV. Lot Status
Of the 136 lots in Improvement Area #4, what is the status:
1. Planned lots as of the date of issuance of the Bonds: 136
2. Planned lots as of the date of this Quarterly Report:
3. Lots developed:
4. Lots platted:
5. Expected completion date of all lots in Improvement Area #4 (if incomplete):
V. Ownership of Lots/Units
PLANNED LOTS IN IMPROVEMENT AREA #4: 136
Of the 136 lots in Improvement Area #4:
1. Number of lots owned by Improvement Area #4 Developer:
2. Number of lots under contract but not closed to third -party:
3. Number of lots owned by all third parties:
4. Number of units occupied by homeowners:
VI. Home Sales Information
PLANNED HOMES IN IMPROVEMENT AREA #4: 136
Of the 136 homes planned for Improvement Area #4:
1. How many total building permits were issued during the current quarter?
2. How many total homes have been occupied by homeowners during the current
quarter?
3. How many total homes have been occupied homeowners cumulatively?
VII. Improvement Area #4 Amenities
TOTAL [EXPECTED/ACTUAL] COSTS OF IMPROVEMENT AREA #4 AMENITIES:
$[ 1
Of the $[ ] [expected/actual] costs of the Improvement Area #4 Amenities:
1. Amount spent as of Quarterly Ending Date: $[
2. [Actual/Expected] completion date of Amenities: [
VIII. Material Changes
Describe any material changes, if applicable:
1. Permits and Approvals - Since the issuance of the Bonds, have there been any material
changes to permits or development approvals (including any zoning) impacting the
A-1-5
4161-8035-3896.5
development of the land subject to the Assessments securing the Bonds, which were not
disclosed in a previously filed Quarterly Report? If so, describe the material changes.
2. Mortgage Loans - Since the issuance of the Bonds, have there been any material changes to
mortgage loans (whether changes to an existing loan or incurrence of a new mortgage loan),
if applicable, for the land subject to the Assessments securing the Bonds, which were not
disclosed in a previously filed Quarterly Report? If so, describe the material changes.
3. Builder Contracts - Since the issuance of the Bonds, have there been any material changes
to builder contracts (including but not limited to changes to price, substantial completion
dates, number of lots, or other terms) with respect to the land subject to the Assessments
securing the Bonds, which were not disclosed in a previously filed Quarterly Report? If so,
describe the material changes.
4. Ownership - Since the issuance of the Bonds, other than a sale to a homebuilder pursuant to
a Lot Purchase Agreement, has there been any sale, assignment or transfer of ownership of
lands subject to the Assessments securing the Bonds by a Developer to any third -party
developer/land bank, which was not disclosed in a previously filed Quarterly Report? If so,
provide the name of the third -party and indicate whether this third -party developer/land bank
has executed a Developer Acknowledgement pursuant to the Disclosure Agreement.
5. Reserved.
6. Amendments — Since the issuance of the Bonds and except as otherwise disclosed in a
previously filed Quarterly Report, (i) describe any amendments or waivers to any provision
of the Disclosure Agreement, including a narrative explanation of the reason for the
amendment or waiver and its impact on the type of financial information or operating data
being presented by the Reporting Parties and (ii) include a copy of the amendment, as
applicable.
7. Other — Provide any other material information that should be disclosed.
A-1-6
4161-8035-3896.5
EXHIBIT A-2
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
IMPROVEMENT AREA #5 DEVELOPER QUARTERLY REPORT
[INSERT Q UARTERL Y ENDING DATE]
Delivery Date: 20
CUSIP Numbers: [Insert CUSIP Numbers]
DISSEMINATION AGENT
Name: PFM Municipal Advisors LLC
Address: 750 North Saint Paul St., Suite 450
City: Dallas, Texas 75201
Telephone:
Contact Person: Attn:
I. Expenditures Paid from Accounts under Indenture
TOTAL BUDGETED COSTS REQUIRED TO COMPLETE IMPROVEMENT AREA #5
IMPROVEMENTS: $5,429,728
Of the budgeted costs for Improvement Area #5 Improvements shown in the Service and
Assessment Plan:
1. Actual costs drawn from the Improvement Area #5 Bond Improvements Account:
II. Status of Improvements
Completion date of the Improvements
2. Actual date of completion of the Improvement Area #5 Improvements:
A-2-1
4161-8035-3896.5
_Product Type
Ventana Phase 8A
50'
Ventana Phase 8B
40'
50'
60'
70'
Total
III. Unit Mix
Number of Units
95
37
68
38
39
277
IV. Lot Status
Of the 277 lots in Improvement Area #5, what is the status:
1. Planned lots as of the date of issuance of the Bonds: 277
2. Planned lots as of the date of this Quarterly Report:
3. Lots developed:
4. Lots platted:
5. Expected completion date of all lots in Improvement Area #5 (if incomplete):
V. Ownership of Lots/Units
PLANNED LOTS IN IMPROVEMENT AREA #5: 277
Of the 277 lots in Improvement Area #5:
1. Number of lots owned by Improvement Area #5 Developer:
2. Number of lots under contract but not closed to Homebuilder(s):
3. Number of lots owned by all Homebuilder(s): 1
a. Number of lots owned by [insert name ofHomebuilder]:
b. Number of lots owned by [insert name of Homebuilder]:
4. Number of units owned by homeowners:
If Developer is using EMMA filing assistance software, a chart containing the Quarterly Information provided under
this item will be generated. If Developer is not using EMMA filing assistance software, Developer shall prepare a
chart containing such Quarterly Information.
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4161-8035-3896.5
VI. Home Sales Information
PLANNED HOMES IN IMPROVEMENT AREA #5: 277
Of the 277 homes planned for Improvement Area #5:
1. How many total building permits were issued during the current quarter?
a. Number of building permits issued during the current quarter for [insert name
of Homebuilder] : 2
b. Number of building permits issued during the current quarter for [insert name
of Homebuilder]: 2
2. How many total homes have closed with homeowners during the current quarter?
a. Number of homes closed with homeowners during the current quarter for
[insert name of Homebuilder] : 2
b. Number of homes closed with homeowners during the current quarter for
[insert name of Homebuilder] : ]2
How many total homes have closed with homeowners cumulatively?
a. Number of homes closed with homeowners cumulatively for [insert name of
Homebuilder]: 2
b. Number of homes closed with homeowners cumulatively for [insert name of
Homebuilder]: 2
VII. Reserved
VIII. Material Changes
Describe any material changes, if applicable:
1. Permits and Annrovals - Since the issuance of the Bonds, have there been any material
changes to permits or development approvals (including any zoning) impacting the
development of the land subject to the Assessments securing the Bonds, which were not
disclosed in a previously filed Quarterly Report? If so, describe the material changes.
2. Mortgage Loans - Since the issuance of the Bonds, have there been any material changes to
mortgage loans (whether changes to an existing loan or incurrence of a new mortgage loan),
if applicable, for the land subject to the Assessments securing the Bonds, which were not
disclosed in a previously filed Quarterly Report? If so, describe the material changes.
Builder Contracts - Since the issuance of the Bonds, have there been any material changes
to builder contracts (including but not limited to changes to price, substantial completion
dates, number of lots, or other terms) with respect to the land subject to the Assessments
securing the Bonds, which were not disclosed in a previously filed Quarterly Report? If so,
describe the material changes.
2 Include a line item for each individual Homebuilder.
A-2-3
4161-8035-3896.5
4. Ownership - Since the issuance of the Bonds, other than a sale to a homebuilder pursuant to
a Lot Purchase Agreement, has there been any sale, assignment or transfer of ownership of
lands subject to the Assessments securing the Bonds by a Developer to any third -party
developer/land bank, which was not disclosed in a previously filed Quarterly Report? If so,
provide the name of the third -party and indicate whether this third -party developer/land bank
has executed a Developer Acknowledgement pursuant to the Disclosure Agreement.
5. Reserved.
6. Amendments — Since the issuance of the Bonds and except as otherwise disclosed in a
previously filed Quarterly Report, (i) describe any amendments or waivers to any provision
of the Disclosure Agreement, including a narrative explanation of the reason for the
amendment or waiver and its impact on the type of financial information or operating data
being presented by the Reporting Parties and (ii) include a copy of the amendment, as
applicable.
7. Other — Provide any other material information that should be disclosed.
A-2-4
4161-8035-3896.5
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO
[PROVIDE QUARTERLY INFORMATION] [FILE QUARTERLY REPORT]
[DATE]
Name of Issuer: City of Fort Worth, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2026 (Fort Worth
Public Improvement District No. 22 (Veale Ranch) Improvement
Areas #4-5 Project) (the Bonds")
CUSIP Numbers: [insert CUSIP Numbers]
Date of Delivery: , 20
NOTICE IS HEREBY GIVEN that , a
(the ["Improvement Area #[4/5] Developer"]3 ["Significant
Homebuilder"]) has not provided the [Quarterly Information] [Quarterly Report] for the period
ending on [Insert Quarterly Ending Date] with respect to the Bonds as required by the Continuing
Disclosure Agreement of Developer related to such Bonds, by and among FW Club LP, a Texas
limited partnership (the "Improvement Area #4 Developer"), PMB Ventana Developer South LLC,
a Texas limited liability company, and PMB SWFW Dev Co Manager LLC, a Texas limited
liability company (together, the "Improvement Area #5 Developer"), MuniCap, Inc., as
Administrator, and PFM Municipal Advisors LLC, as Dissemination Agent. The [Improvement
Area #[4/5] Developer][Significant Homebuilder] anticipates that the [Quarterly
Information][Quarterly Report] will be [provided][filed] by
Dated:
PFM Municipal Advisors LLC,
on behalf of the Improvement Area #[4/5]
Developer,
as Dissemination Agent
By:
Title:
cc: City of Fort Worth, Texas
s If applicable, replace with applicable successor(s)/assign(s).
B-1
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EXHIBIT C
TERMINATION NOTICE
[DATE]
Name of Issuer: City of Fort Worth, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2026 (Fort Worth
Public Improvement District No. 22 (Veale Ranch) Improvement
Areas #4-5 Project) (the Bonds")
CUSIP Numbers. [insert CUSIP Numbers]
Date of Delivery: , 20
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
City of Fort Worth, Texas
100 Forth Worth Trail
Fort Worth, Texas 76102
PFM Municipal Advisors LLC
750 North Saint Paul St., Suite 450
Dallas, Texas 75201
[Improvement Area #[4/5] Developer
c/o PMB Advisors, LLC
4001 Maple Ave., Suite 270
Dallas, Texas 75219
[Significant Homebuilder]
NOTICE IS HEREBY GIVEN that that
a
(the ["Improvement Area #[4/5] Developer"]' [`'Significant
Homebuilder"]) is no longer responsible for providing [any Quarterly Information][the Quarterly
Report] with respect to the Bonds, thereby terminating such party's reporting obligations under
the Continuing Disclosure Agreement of Developer related to such Bonds, by and among FW Club
LP, a Texas limited partnership (the `'Improvement Area #4 Developer"), PMB Ventana Developer
South LLC, a Texas limited liability company, and PMB SWFW Dev Co Manager LLC, a Texas
limited liability company (together, the `'Improvement Area #5 Developer"), MuniCap, Inc., as
Administrator, and PFM Municipal Advisors LLC, as Dissemination Agent.
Dated:
MuniCap, Inc.
on behalf of the [Improvement Area #[4/5] Developer]
[Significant Homebuilder],
as Administrator)
IRE
'If applicable, replace with applicable successor(s)/assign(s).
C-1
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Title:
C-2
4161-8035-3896.5
EXHIBIT D
CERTIFICATION LETTER
[DATE]
Name of Issuer: City of Fort Worth, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2026 (Fort Worth
Public Improvement District No. 22 (Veale Ranch) Improvement
Areas #4-5 Project)
CUSIP Numbers: [insert CUSIP Numbers]
Quarterly Ending Date: , 20
Re: Quarterly Report for Fort Worth Public Improvement District — Improvement Area #[4/5]
To whom it may concern:
Pursuant to the Continuing Disclosure Agreement of Developer related to the captioned
Bonds by and among FW Club LP, a Texas limited partnership (the "Improvement Area #4
Developer"), PMB Ventana Developer South LLC, a Texas limited liability company, and PMB
SWFW Dev Co Manager LLC, a Texas limited liability company (together, the "Improvement
Area #5 Developer") 1 (the "Developer"), MuniCap, Inc., as Administrator, and PFM Municipal
Advisors LLC, as Dissemination Agent, this letter constitutes the certificate stating that the
Quarterly Information, provided by [Improvement Area #[4/5] Developer][ , as a
"Significant Homebuilder"], contained in this Quarterly Report herein submitted by the
Administrator, on behalf of the [Improvement Area #[4/5] Developer][Significant Homebuilder],
constitutes the Quarterly Report required to be furnished by the [Improvement Area #[4/5]
Developer][Significant Homebuilder]. Any and all Quarterly Information, provided by the
[Improvement Area #[4/5] Developer][Significant Homebuilder], contained in this Quarterly
Report for the three month period ending on [Insert Quarterly Ending Date], to the best of my
knowledge, is true and correct, as of [insert date].
Please do not hesitate to contact our office if you have and questions or comments.
[Improvement Area #[4/5] Developer]
By:
Name:
Title:
[OR
SIGNIFICANT HOMEBUILDER
(as Significant Homebuilder)
By:
Title:
'If applicable, replace with applicable successor(s)/assign(s).
D-1
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EXHIBIT E
FORM OF ACKNOWLEDGEMENT OF ASSIGNMENT
OF DEVELOPER REPORTING OBLIGATIONS
[DATE]
[INSERT ASSIGNEE CONTACT INFORMATION]
Re: Fort Worth Public Improvement District — Improvement Area #[4/5] — Continuing
Disclosure Obligation
Dear
Per [Insert name ofapplicable agreement], as of , 20, you have been assigned
and have assumed the obligations, requirements, or covenants to construct one or more of the
Improvement Area #4 Improvements, the Improvement Area #5 Improvements, or the
Improvement Area #4 Amenities (as those terms are defined in the Disclosure Agreement of
Developer (as defined herein) within Improvement Area #[4/5] of the Fort Worth Public
Improvement District (the "District").
Pursuant to Section 2 of the Continuing Disclosure Agreement of Developer (the
"Disclosure Agreement of Developer") by and among FW Club LP, a Texas limited partnership
(the "Improvement Area #4 Developer"), PMB Ventana Developer South LLC, a Texas limited
liability company, and PMB SWFW Dev Co Manager LLC, a Texas limited liability company
(together, the "Improvement Area #5 Developer"), MuniCap, Inc. (the "Administrator"), and PFM
Municipal Advisors LLC (the ''Dissemination Agent"), with respect to the "City of Fort Worth,
Texas, Special Assessment Revenue Bonds, Series 2026 (Fort Worth Public Improvement District
No. 22 (Veale Ranch) Improvement Areas #4-5 Project)," any person that, through assignment,
assumes the obligations, requirements, or covenants to construct one or more of the Improvement
Area #4 Improvements, the Improvement Area #5 Improvements, or the Improvement Area #4
Amenities is defined as a Developer.
As a Developer, pursuant to Section 5 of the Disclosure Agreement of Developer, you
acknowledge and assume the reporting obligations of the Disclosure Agreement of Developer for
the property which is owned as detailed in the Disclosure Agreement of Developer, which is
included herewith.
Sincerely,
[Improvement Area #[4/5] Developer]
By:
Name:
Title:
Acknowledged by:
[INSERT ASSIGNEE NAME]
By:
Title:
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EXHIBIT F
FORM OF ACKNOWLEDGEMENT OF ASSIGNMENT
OF SIGNIFICANT HOMEBUILDER REPORTING OBLIGATIONS
[DATE]
[INSERT SIGNIFICANT HOMEBUILDER CONTACT INFORMATION]
Re: Fort Worth Public Improvement District — Improvement Area #[4/5] — Continuing
Disclosure Obligation
Dear
As of 20, you own lots within Improvement Area #5 of Fort Worth
Public Improvement District (the "District"). Pursuant to Section 2 of the Continuing Disclosure
Agreement of Developer related to the captioned Bonds (the `'Disclosure Agreement of
Developer") by and among FW Club LP, a Texas limited partnership (the `improvement Area #4
Developer"), PMB Ventana Developer South LLC, a Texas limited liability company, and PMB
SWFW Dev Co Manager LLC, a Texas limited liability company (together, the "Improvement
Area #5 Developer"), MuniCap, Inc. (the "Administrator"), and PFM Municipal Advisors LLC
(the `'Dissemination Agent"), with respect to the "City of Fort Worth, Texas, Special Assessment
Revenue Bonds, Series 2026 (Fort Worth Public Improvement District No. 22 (Veale Ranch)
Improvement Areas #4-5 Project)," any entity that owns 10 or more of the single family residential
lots within Improvement Area #5 of the District is defined as a Significant Homebuilder.
As a Significant Homebuilder, pursuant to Section 6 of the Disclosure Agreement of
Developer, you acknowledge and assume the reporting obligations under Sections 3(d) and 4(b)
of the Disclosure Agreement of Developer for the property which is owned as detailed in the
Disclosure Agreement of Developer, which is included herewith.
Sincerely,
PMB VENTANA DEVELOPER SOUTH LLC,
a Texas limited liability company
By: PMB Ventana Developer LLC, a Texas
limited liability company, its Manager
By: PB Ventana Manager, LLC, a Texas
limited liability company, its Manager
By:
Name: K. Taylor Baird
Title: Manager
PMB SWFW Dev Co Manager LLC,
a Texas limited liability company,
I�
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Name: K. Taylor Baird
Title: Manager
Acknowledged by:
[INSERT ASSIGNEE NAME]
By:
Title:
F-2
4161-8035-3896.5
$23,018,000
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
BOND PURCHASE AGREEMENT
August 11, 2026
City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
Ladies and Gentlemen:
The undersigned, FMSbonds, Inc. (the "Underwriter"), offers to enter into this Bond
Purchase Agreement (this "Agreement") with the City of Fort Worth, Texas (the "City"), which
will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the
City. This offer is made subject to its acceptance by the City by execution of this Agreement and
its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if
not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered
to the City at any time prior to the acceptance hereof by the City.
All capitalized terms not otherwise defined herein shall have the meanings given to such
terms in the Indenture (defined herein) between the City and BOKF, NA, as trustee (the
"Trustee'), authorizing the issuance of the Bonds (defined herein), and in the Limited Offering
Memorandum (defined herein).
1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of
representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees
to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less
than all) of the $23,018,000.00 aggregate principal amount of the "City of Fort Worth, Texas,
Special Assessment Revenue Bonds, Series 2026 (Fort Worth Public Improvement District No.
22 (Veale Ranch) Improvement Areas #4-5 Project)" (the "Bonds"), at a purchase price of
$22,364,291.73 (representing the aggregate principal amount of the Bonds, plus an original issue
premium of $36,831.73, and less an Underwriter's discount of $690,540.00).
Inasmuch as this purchase and sale represents a negotiated transaction, the City
understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or
fiduciary of the City (including, without limitation, a "municipal advisor" (as such term is
defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)),
but rather is acting solely in its capacity as Underwriter for its own account. The City
4163-4131-9528.6
acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement
is an arm's length commercial transaction between the City and the Underwriter, (ii) in
connection with the discussions, undertakings, and procedures leading up to the consummation
of this transaction, the Underwriter is and has been acting solely as a principal and is not acting
as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter
has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the
offering described herein or the discussions, undertakings, and procedures leading thereto
(regardless of whether the Underwriter has provided other services or is currently providing
other services to the City on other matters) and the Underwriter has no obligation to the City
with respect to the offering described herein except the obligations expressly set forth in this
Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it
has deemed appropriate, (v) the Underwriter has financial and other interests that differ from
those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule
G-17 of the Municipal Securities Rulemaking Board ("MSRB"), which have been received by
the City. The City further acknowledges and agrees that following the issuance and delivery of
the Bonds, the Underwriter has indicated that it may have periodic discussions with the City
regarding the expenditure of proceeds of the Bonds and the construction of the Improvements
financed with proceeds the Bonds and, in connection with such discussions, the Underwriter
shall be acting solely as a principal and will not be acting as the agent or fiduciary, and will not
be assuming an advisory or fiduciary responsibility in favor, of the City.
The Bonds shall be dated the Delivery Date, and shall have the maturities and redemption
features, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and
delivery of the Bonds, and the other actions described herein, shall take place on the Delivery
Date (or such other date as may be agreed to by the City and the Underwriter).
2. Authorization Instruments and Law. The Bonds were authorized by the Bond
Ordinance and shall be issued pursuant to the provisions of the PID Act, and the Indenture of
Trust, dated as of September 1, 2026, between the City and the Trustee, authorizing the issuance
of the Bonds (the "Indenture"). The Bonds shall be substantially in the form described in, and
shall be secured under the provisions of, the Indenture.
The Bonds and interest thereon shall be payable solely from a first lien on, security
interest in, and pledge of the Trust Estate consisting primarily of revenue from Assessments
levied against Assessed Property located within Improvement Area #4 and Improvement Area #5
of the District pursuant to the Assessment Ordinances. The District was established by a
resolution adopted by the City Council on August 8, 2023 (the "Creation Resolution"), in
accordance with the PID Act. The Creation Resolution, the Assessment Ordinances, the Bond
Ordinance, and the Indenture are collectively referred to herein as the "Authorizing Documents."
The Bonds shall be as described in Schedule I attached hereto, the Indenture, and the
Limited Offering Memorandum. The proceeds of the Bonds shall be used for the purposes
described in the Limited Offering Memorandum under "PLAN OF FINANCE — The Bonds" and
shall be applied generally as described in the Limited Offering Memorandum under "SOURCES
AND USES OF FUNDS."
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3. Initial Offerin4. The Underwriter agrees to make an initial offering of all of the
Bonds in accordance with Section 4 hereof and to limit the initial offering of the Bonds to
persons that qualify as "Accredited Investors" (as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended and as then in effect (the "Securities Act")) or "Qualified
Institutional Buyers" within the meaning of Rule 144A under the Securities Act). On or before
the third (3rd) Business Day prior to the Delivery Date, the Underwriter shall execute and deliver
to Co -Bond Counsel the Issue Price Certificate (defined herein), in substantially the form
attached hereto as Appendix B.
4. Establishment of Issue Price. Notwithstanding any provision of this Agreement to
the contrary, the following provisions related to the establishment of the issue price of the Bonds
apply:
a. Definitions. For purposes of this Section 4, the following definitions
apply:
(i) "Public" means any person (including an individual, trust, estate,
partnership, association, company or corporation) other than a Participating
Underwriter or a Related Party to a Participating Underwriter.
(ii) "Participating Underwriter" means (A) any person that agrees
pursuant to a written contract with the City (or with the Underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the Public
and (B) any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (A) to participate in the initial sale of the Bonds
to the Public (including a member of a selling group or a party to a third -party
distribution agreement participating in the initial sale of the Bonds to the public).
(iii) "Related Party" means any two or more persons who are subject,
directly or indirectly, to (A) more than 50% common ownership of the voting
power or the total value of their stock, if both entities are corporations (including
direct ownership by one corporation of another), (B) more than 50% common
ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another) or (C)
more than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interest or profits interest of the partnership, as
applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the
other).
(iv) "Sale Date" means the date of execution of this Agreement by all
parties.
b. Issue Price Certificate. The Underwriter agrees to assist the City in
establishing the issue price of the Bonds and to execute and deliver to the City at least
five (5) Business Days prior to Closing an Issue Price Certificate, together with the
supporting pricing wires or equivalent communications, substantially in the form
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attached hereto as Appendix B, with such modifications as may be appropriate or
necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel
(defined herein), to accurately reflect, as applicable, the initial offering price (the "Initial
Offering Price") or prices or the sales price or prices to the Public of the Bonds. As
applicable, all actions to be taken by the City under this section to establish the issue
price of the Bonds may be taken on behalf of the City by the City's financial advisor and
any notice or report to be provided to the City may be provided to the City's financial
advisor.
c. Substantial Amount Test. The City will treat the Initial Offering Price at
which at least ten percent (a "Substantial Amount") in principal amount of each maturity
of the Bonds is sold to the Public as of the Sale Date (the "Substantial Amount Test") as
the issue price of that maturity (or each separate CUSIP number within that maturity).
Those maturities of the Bonds which do not satisfy the Substantial Amount Test (the
"Hold -the -Price Maturities") will be identified in the Issue Price Certificate and will be
subject to the Hold -the -Price Restriction (as hereinafter defined). At or promptly after
the execution of this Agreement, the Underwriter will report to the City the price or
prices at which the Underwriter has offered and sold to the Public each maturity of the
Bonds.
d. Hold -The -Price Restriction. The Underwriter agrees that it will neither
offer nor sell any of the Hold -the -Price Maturities to any person at a price that is higher
than the applicable Initial Offering Price for such maturity during the period starting on
the Sale Date and ending on the earlier of (i) the close of the fifth Business Day after the
Sale Date or (ii) the date on which the Underwriter has sold a Substantial Amount of
such Hold -the -Price Maturity to the Public at a price that is no higher than the Initial
Offering Price of such Hold -the -Price Maturity (the "Hold -the -Price Restriction"). The
Initial Offering Price of the Hold -the -Price Maturities shall be the issue price for such
maturities.
The Underwriter shall promptly advise the City when the Underwriter has sold a
Substantial Amount of each such Hold -The -Price Maturity to the Public at a price that is
no higher than the applicable Initial Offering Price of such Hold -The -Price Maturity, if
that occurs prior to the close of the fifth Business Day after the Sale Date.
The City acknowledges that, in making the representation set forth in this
subparagraph (4), the Underwriter will rely on (A) the agreement of each Participating
Underwriter to comply with the Hold -the -Price Restriction, as set forth in an agreement
among underwriters and the related pricing wires, (B) in the event a selling group has
been created in connection with the sale of the Bonds to the Public, the agreement of
each dealer who is a member of the selling group to comply with the Hold -the -Price
Restriction, as set forth in a selling group agreement and the related pricing wires, and
(C) in the event that a Participating Underwriter is a party to a third -party distribution
agreement that was employed in connection with the sale of the Bonds, the agreement of
each such underwriter, dealer or broker -dealer that is a party to such agreement to
comply with the Hold -the -Price Restriction, as set forth in the third -party distribution
agreement and the related pricing wires. The City further acknowledges that each
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4163-4131-9528.6
Participating Underwriter will be solely liable for its failure to comply with its
agreement regarding the Hold -the -Price Restriction and that no Participating
Underwriter will be liable for the failure of any other Participating Underwriter to
comply with its corresponding agreement regarding the Hold -the -Price Restriction as
applicable to the Bonds.
e. Agreements Amon 4 Particit atin4 Underwriters. The Underwriter
confirms that (i) any agreement among underwriters, any selling group agreement and
each third -party distribution agreement to which the Underwriter is a party relating to
the initial sale of the Bonds to the Public, together with related pricing wires, contains or
will contain language obligating each Participating Underwriter, each dealer who is a
member of any selling group, and each broker -dealer that is a party to any such third -
party distribution agreement, as applicable, to (A) report the prices at which it sells to
the Public the unsold Bonds of each maturity allocated to it until it is notified by the
Underwriter that either the Substantial Amount Test has been satisfied as to the Bonds of
that maturity or all Bonds of that maturity have been sold to the Public, (B) comply with
the Hold -the -Price Restriction, if applicable, in each case if and for so long as directed
by the Underwriter and as set forth in the relating pricing wires, and (C) acknowledge
that, unless otherwise advised by the Participating Underwriter, the Underwriter will
assume that based on such agreement each order submitted by the underwriter, dealer or
broker -dealer is a sale to the Public; and (ii) any agreement among underwriters relating
to the initial sale of the Bonds to the Public, together with related pricing wires, contains
or will contain language obligating each Participating Underwriter that is a party to a
third -party distribution agreement to be employed in connection with the initial sale of
the Bonds to the Public to require each underwriter or broker -dealer that is a party to
such third -party distribution agreement to (A) report the prices at which it sells to the
Public the unsold Bonds of each maturity allotted to it until it is notified by the
Underwriter or the applicable Participating Underwriter that either the Substantial
Amount Test has been satisfied as to the Bonds of that maturity or all Bonds of that
maturity have been sold to the Public and (B) comply with the Hold -the -Price
Restriction, if applicable, in each case if and for so long as directed by the Underwriter
or the applicable Participating Underwriter and as set forth in the relating pricing wires.
f Sale to Related Party not a Sale to the Public. The Underwriter
acknowledges that sales of any Bonds to any person that is a Related Party to the
Underwriter do not constitute sales to the Public for purposes of this Section. If a
Related Party to the Underwriter purchases during the initial offering period all of a
Hold -The -Price Maturity, the related Participating Underwriter will notify the
Underwriter and will take steps to confirm in writing that such Related Party will either
(i) hold such Bonds for its own account, without present intention to sell, reoffer or
otherwise dispose of such Bonds for at least five Business Days from the Sale Date, or
(ii) comply with the Hold -The -Price Restriction.
5. Limited Offering Memorandum.
a. Delivery of Limited Offerin4 Memorandum. The City previously has
delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering
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Memorandum for the Bonds dated July 28, 2026 (the "Preliminary Limited Offering
Memorandum"), in a "designated electronic format," as defined in the MSRB Rule G-32
("Rule G-32"). The City will prepare, or cause to be prepared, a final Limited Offering
Memorandum relating to the Bonds (as more particularly defined below, the "Limited
Offering Memorandum") which will be (i) dated the date of this Agreement, (ii) complete
within the meaning of the United States Securities and Exchange Commission's Rule
15c2-12, as amended ("Rule 15c2-12"), (iii) in a "designated electronic format," and
(iv) substantially in the form of the most recent version of the Preliminary Limited
Offering Memorandum provided to the Underwriter before the execution hereof, except
for the inclusion of the information permitted to be excluded from the Preliminary
Limited Offering Memorandum by Section (b)(1) of Rule 15c2-12. The Limited
Offering Memorandum, including the cover page thereto, all exhibits, schedules,
appendices, maps, charts, pictures, diagrams, reports, and statements included or
incorporated therein or attached thereto, and all amendments and supplements thereto that
may be authorized for use with respect to the Bonds are collectively referred to herein as
the "Limited Offering Memorandum." Until the Limited Offering Memorandum has
been prepared and is available for distribution, the City shall provide to the Underwriter,
upon request, sufficient quantities (which may be in electronic format) of the Preliminary
Limited Offering Memorandum as the Underwriter reasonably deems necessary to satisfy
the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each
potential customer.
b. Preliminary Limited Offering Memorandum Deemed Final. The
Preliminary Limited Offering Memorandum has been prepared for use by the
Underwriter in connection with the initial limited public offering, sale, and distribution of
the Bonds. The City hereby represents and warrants that the Preliminary Limited
Offering Memorandum has been deemed "final" by the City as of its date, except for the
omission of such information which is dependent upon the final pricing of the Bonds for
completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12.
c. Use of Limited Offering Memorandum in Offering and Sale. The City
hereby authorizes the Limited Offering Memorandum and the information therein
contained to be used by the Underwriter in connection with the initial limited public
offering and the sale of the Bonds. The City consents to the use by the Underwriter prior
to the date hereof of the Preliminary Limited Offering Memorandum in connection with
the initial limited public offering of the Bonds. The City shall provide, or cause to be
provided, to the Underwriter as soon as practicable after the date of the City's acceptance
of this Agreement (but, in any event, not later than the earlier of the Delivery Date or
seven (7) Business Days after the City's acceptance of this Agreement) copies of the
Limited Offering Memorandum which is complete as of the date of its delivery to the
Underwriter. The City shall provide the Limited Offering Memorandum, or cause the
Limited Offering Memorandum to be provided, (i) in a "designated electronic format"
consistent with the requirements of Rule G-32, and (ii) in a printed format in such
quantity as the Underwriter shall reasonably request in order for the Underwriter to
comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.
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d. Uvdatin4 of Limited Offerin4 Memorandum. If, after the date of this
Agreement, up to and including the date the Underwriter is no longer required to provide
a Limited Offering Memorandum to potential customers who request the same pursuant
to Rule 15c2-12 (the earlier of (i) ninety (90) days from the "end of the underwriting
period" (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering
Memorandum is available to any person from the MSRB, but in no case less than the
twenty-fifth (25th) day after the "end of the underwriting period" for the Bonds), the City
becomes aware of any fact or event which might or would cause the Limited Offering
Memorandum, as then supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary to amend or supplement the Limited Offering
Memorandum to comply with law, the City will notify the Underwriter promptly (and for
the purposes of this clause provide the Underwriter with such information as it may from
time to time reasonably request), and if, in the reasonable judgment of the Underwriter,
such fact or event requires preparation and publication of a supplement or amendment to
the Limited Offering Memorandum, the City will forthwith prepare and furnish, at no
expense to the Underwriter (in a form and manner approved by the Underwriter), either
an amendment or a supplement to the Limited Offering Memorandum so that the
statements therein as so amended and supplemented will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading or so that the Limited Offering Memorandum will comply with
law; provided, however, that for all purposes of this Agreement and any certificate
delivered by the City in accordance herewith, the City makes no representations with
respect to the following information (collectively, the "Non -City Disclosures") (i) the
descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum of The Depository Trust Company, New York, New York ("DTC"), or its
book -entry -only system, and (ii) the information in the Preliminary Limited Offering
Memorandum or the Limited Offering Memorandum in any maps included therein or
under the captions and subcaptions "PLAN OF FINANCE" (except for the subcaption —
The Bonds"), "LIMITATIONS APPLICABLE TO INITIAL PURCHASERS," "BOOK -
ENTRY ONLY SYSTEM," "OVERLAPPING TAXES AND DEBT — Homeowners'
Associations," "THE IMPROVEMENTS," "THE DEVELOPMENT," "THE
DEVELOPERS AND PMB," "THE ADMINISTRATOR," "APPRAISAL,"
"BONDHOLDERS' RISKS" (only as it pertains to the Developers, the Improvements,
and the Development, as defined in the Limited Offering Memorandum), "LEGAL
MATTERS — Litigation — The Developers," "CONTINUING DISCLOSURE — The
Developers" and "— The Developers' Compliance with Prior Undertakings,"
"INFORMATION RELATING TO THE TRUSTEE," "SOURCES OF INFORMATION
— Developers" and "— Experts," "APPENDIX E-2," "APPENDIX I," and "APPENDIX
J." If such notification shall be subsequent to the Closing (defined herein), the City, at no
expense to the Underwriter, shall furnish such legal opinions, certificates, instruments,
and other documents as the Underwriter may reasonably deem necessary to evidence the
truth and accuracy of such supplement or amendment to the Limited Offering
Memorandum. The City shall provide any such amendment or supplement, or cause any
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4163-4131-9528.6
such amendment or supplement to be provided, (i) in a "designated electronic format"
consistent with the requirements of Rule G-32 and (ii) in a printed format in such
quantity as the Underwriter shall reasonably request in order for the Underwriter to
comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.
e. Filing with MSRB. The Underwriter hereby agrees to timely file the
Limited Offering Memorandum with the MSRB through its Electronic Municipal Market
Access service within one (1) Business Day after receipt but no later than the Delivery
Date. Unless otherwise notified in writing by the Underwriter, the City can assume that
the "end of the underwriting period" for purposes of Rule 15c2-12 is the Delivery Date.
f Limited Offerin4. The Underwriter hereby represents, warrants, and
covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds
were sold to not more than thirty-five (35) persons that qualify as "Accredited Investors"
(as defined in Rule 501 of Regulation D under the Securities Act) or "Qualified
Institutional Buyers" (within the meaning of Rule 144A under the Securities Act).
6. City Representations, Warranties and Covenants. The City represents, warrants,
and covenants that:
a. Due Organization. Existence and Authority. The City is a political
subdivision of the State of Texas (the "State"), and has, and at the Delivery Date will
have, full legal right, power, and authority:
(i) to enter into and perform its duties and obligations under:
(1) this Agreement;
(2) the Indenture;
(3) the Veale Ranch Master Reimbursement Agreement for
Fort Worth Public Improvement District No. 22 (Veale Ranch), effective
as of December 1, 2023 (the "Master Reimbursement Agreement"),
executed and delivered by the City, Board of Directors of Tax
Reinvestment Zone Number Sixteen, City of Fort Worth, Texas; and the
Original Owners (as defined therein);
(4) the Veale Ranch Development Improvement Area #4
Reimbursement Agreement, effective as of April 28, 2026 (the
"Improvement Area #4 Reimbursement Agreement"), executed and
delivered by the City, FW Maverick Development, LLC, a Texas limited
liability company, and FW Club LP, a Texas limited partnership (together,
the "Improvement Area #4 Developer"), and PMB FW Land LP, a Texas
limited partnership;
(5) the Veale Ranch Development Improvement Area #5
Reimbursement Agreement, effective as of April 28, 2026 (the
"Improvement Area #5 Reimbursement Agreement"), executed and
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delivered by the City, PMB Ventana Developer South LLC, a Texas
limited liability company, and PMB SWFW Dev Co Manager LLC, a
Texas limited liability company (together, the "Improvement Area #5
Developer");
(6) Veale Ranch Development Agreement dated as of March 9,
2023 (the "Development Agreement"), executed and delivered by the City
and the Original Owners (as defined therein); and
(7) the Continuing Disclosure Agreement of Issuer with
respect to the Bonds, dated as of September 1, 2026 (the "Continuing
Disclosure Agreement of Issuer"), executed and delivered by the City,
MuniCap, Inc. (the "PID Administrator") and PFM Financial Advisors
LLC, as dissemination agent.
(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided
herein; and
(iii) to carry out and consummate the transactions on its part described
in (1) the Authorizing Documents, (2) this Agreement, (3) the Master
Reimbursement Agreement, (4) the Improvement Area #4 Reimbursement
Agreement, (5) the Improvement Area #5 Reimbursement Agreement, (6) the
Development Agreement, (7) the Continuing Disclosure Agreement of Issuer, and
(8) the Limited Offering Memorandum (the documents described by subclauses (1)
through (8) being referred to collectively herein as the "City Documents").
b. Due Authorization and Approval of City. By all necessary official action
of the City, the City has duly authorized and approved the adoption or execution and
delivery by the City of, and the performance by the City of the obligations on its part
contained in, the City Documents and, as of the date hereof, such authorizations and
approvals are in full force and effect and have not been amended, modified or rescinded,
except as may have been approved by the Underwriter. When validly executed and
delivered by the other parties thereto, the City Documents will constitute the legally valid
and binding obligations of the City enforceable upon the City in accordance with their
respective terms, except insofar as enforcement may be limited by principles of sovereign
immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or
equitable principles relating to or affecting creditors' rights generally. The City has
complied, and will at the Closing be in compliance, in all material respects, with the
obligations on its part to be performed on or prior to the Delivery Date under the City
Documents.
c. Due Authorization for Issuance of the Bonds. The City has duly
authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the
Indenture, and the PID Act. The City has, and at the Closing will have, full legal right,
power and authority (i) to enter into, execute, deliver, and perform its obligations under
this Agreement and the other City Documents, (ii) to issue, sell and deliver the Bonds to
the Underwriter pursuant to the Indenture, the Bond Ordinance, the PID Act, and as
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provided herein, and (iii) to carry out, give effect to and consummate the transactions on
the part of the City described by the Bond Ordinance and the other City Documents.
d. No Breach or Default. As of the time of acceptance hereof, and to its
knowledge, the City is not, and as of the Delivery Date the City will not be, in breach of
or in default in any material respect under any applicable constitutional provision, law or
administrative rule or regulation of the State or the United States, or any applicable
judgment or decree or any trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement or other instrument related to the Bonds and to which the City is a
party or is otherwise subject, and no event has occurred and is continuing which, with the
passage of time or the giving of notice, or both, would constitute a default or event of
default under any such instrument which breach, default, or event of default could have a
material adverse effect on the City's ability to perform its obligations under the Bonds or
the City Documents; and, as of such times, the authorization, execution, and delivery of
the Bonds and the City Documents and compliance by the City with the obligations on its
part to be performed in each of such agreements or instruments does not and will not
conflict with or constitute a breach of or default in any material respect under any
applicable constitutional provision, law, or administrative rule or regulation of the State
or the United States, or any applicable judgment, decree, license, permit, trust agreement,
loan agreement, bond, note, resolution, ordinance, agreement, or other instrument to
which the City (or any of its officers in their respective capacities as such) is subject, or
by which it or any of its properties are bound, nor will any such authorization, execution,
delivery, or compliance result in the creation or imposition of any lien, charge, or other
security interest or encumbrance of any nature whatsoever upon any portion of the Trust
Estate or under the terms of any such law, regulation, or instrument, except as may be
permitted by the City Documents.
e. No Litigation. At the time of acceptance hereof there is no action, suit,
proceeding, inquiry, or investigation, at law or in equity, before or by any court,
government agency, public board or body (collectively and individually, an "Action")
pending against the City with respect to which the City has been served with process, nor
to the knowledge of the City is any Action threatened against the City, in which any such
Action (i) in any way questions the existence of the City or the rights of the members of
the City Council to hold their respective positions, (ii) in any way questions the formation
or existence of the District, (iii) affects, contests, or seeks to prohibit, restrain, or enjoin
the issuance or delivery of any of the Bonds, or the payment or collection of any amounts
pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way
contests or affects the validity of the City Documents or the consummation of the
transactions on the part of the City described therein, or contests the exclusion of the
interest on the Bonds from federal income taxation, or (iv) which may result in any
material adverse change in the financial condition of the City; and, as of the time of
acceptance hereof, to the City's knowledge, there is no basis for any action, suit,
proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of
this sentence.
f Bonds Issued Pursuant to Indenture. The City represents that the Bonds,
when issued, executed, and delivered in accordance with the Indenture and sold to the
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Underwriter as provided herein, will be validly issued and outstanding obligations of the
City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the
first lien on, security interest in, and pledge of the Trust Estate. The Indenture creates a
valid first lien on, security interest in, and pledge of the Trust Estate pursuant to the
Indenture to the extent provided for in the Indenture, including the investments thereof,
subject in all cases to the provisions of the Indenture permitting the application thereof
for the purposes and on the terms and conditions set forth therein.
g. Assessments. The Assessments constituting the security for the Bonds
have been levied by the City in accordance with the PID Act on those parcels of land
identified in the Assessment Rolls. According to the PID Act, such Assessments
constitute a valid and legally binding first and prior lien against the Assessed Property,
superior to all other liens and claims, except liens or claims for state, county, school
district, or municipality ad valorem taxes.
h. Consents and Approvals. All authorizations, approvals, licenses, permits,
consents, elections, and orders of or filings with any governmental authority, legislative
body, board, agency, or commission having jurisdiction in the matters which are required
by the Delivery Date for the due authorization of, which would constitute a condition
precedent to or the absence of which would adversely affect the due performance by the
City of, its obligations in connection with the City Documents have been duly obtained or
made and are in full force and effect, except the approval of the Bonds by the Attorney
General of the State, registration of the Bonds by the Comptroller of Public Accounts of
the State, and the approvals, consents and orders as may be required under Blue Sky or
securities laws of any jurisdiction.
i. Public Debt. Prior to the Closing, the City will not offer or issue any
bonds, notes, or other obligations for borrowed money or incur any material liabilities,
direct or contingent, payable from or secured by a lien on and pledge of the Trust Estate
which secures the Bonds without the prior approval of the Underwriter.
j. Preliminary Limited Offering Memorandum. The information contained
in the Preliminary Limited Offering Memorandum is true and correct in all material
respects, and such information does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the City makes no representations with respect to the
Non -City Disclosures.
k. Limited Offering Memorandum. At the time of the City's acceptance
hereof and (unless the Limited Offering Memorandum is amended or supplemented
pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto
during the period up to and including the twenty-fifth (25th) day subsequent to the "end of
the underwriting period," the information contained in the Limited Offering
Memorandum does not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
11
4163-4131-9528.6
misleading; provided, however, that the City makes no representations with respect to the
Non -City Disclosures; and further provided, however, that if the City notifies the
Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter
determines that such fact or event does not require preparation and publication of a
supplement or amendment to the Limited Offering Memorandum, then the Limited
Offering Memorandum in its then -current form shall be conclusively deemed to be
complete and correct in all material respects.
1. Supplements or Amendments to Limited Offering Memorandum. If the
Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of
Section 5 of this Agreement, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including the twenty-fifth (25th) day
subsequent to the "end of the underwriting period," the Limited Offering Memorandum
as so supplemented or amended will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that if the City notifies the Underwriter of any fact or
event as required by Section 5(d) hereof, and the Underwriter determines that such fact or
event does not require preparation and publication of a supplement or amendment to the
Limited Offering Memorandum, then the Limited Offering Memorandum in its then -
current form shall be conclusively deemed to be complete and correct in all material
respects.
m. Compliance with Rule 15c2-12. During the past five (5) years, the City
has complied in all material respects with its previous continuing disclosure undertakings
made by it in accordance with Rule 15c2-12, except as described in the Limited Offering
Memorandum.
n. Use of Bond Proceeds. The City will apply, or cause to be applied, the
proceeds from the sale of the Bonds as provided in and subject to all of the terms and
provisions of the Indenture and will not take or omit to take any action which action or
omission will adversely affect the exclusion from gross income for federal income tax
purposes of the interest on the Bonds.
o. Blue Sky and Securities Laws and Regulations. The City will furnish such
information and execute such instruments and take such action in cooperation with the
Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to
(y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions in the United States as the Underwriter
may designate, and (z) determine the eligibility of the Bonds for investment under the
laws of such states and other jurisdictions and (ii) to continue such qualifications in effect
so long as required for the initial distribution of the Bonds by the Underwriter (provided,
however, that the City will not be required to qualify as a foreign corporation or to file
any general or special consents to service of process under the laws of any jurisdiction)
and will advise the Underwriter immediately of receipt by the City of any notification
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4163-4131-9528.6
with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction
or the initiation or threat of any proceeding for that purpose.
p. Certificates of the City. Any certificate signed by any official of the City
authorized to do so in connection with the transactions described in this Agreement shall
be deemed a representation and/or warranty, as applicable in the legal context, by the
City to the Underwriter as to the statements made therein and can be relied upon by the
Underwriter as to the statements made therein.
q. Intentional Actions Reardin4 Representations and Warranties. The City
covenants that between the date hereof and the Delivery Date it will not intentionally take
actions which will cause the representations and warranties made in this Section to be
untrue as of the Delivery Date.
r. Municipal Advisor. The City has engaged PFM Financial Advisors LLC
and Tijerina Financial Consulting LLC as its co -municipal advisor (collectively, the "Co -
Municipal Advisor") in connection with its offering and issuance of the Bonds.
By delivering the Limited Offering Memorandum to the Underwriter, the City shall be
deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the
representations, warranties and covenants set forth above.
7. Developers' Letter of Representations. At the signing of this Agreement, the City
and Underwriter shall receive from the Developers executed Developer Letters of
Representations (together, the "Developers' Letters of Representations") in the forms of
Appendix A-1 and Appendix A-2 hereto, and, on the Delivery Date, certificates signed by the
Developers as described in Section 10(e) hereof and set forth the Appendix E-1 and Appendix E-
2 hereto (together, the "Developers' Closing Certificates").
8. The Closing. At 10:00 a.m., Central time, on the Delivery Date, or at such other
time or on such earlier or later Business Day as shall have been mutually agreed upon by the City
and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its "FAST"
System, the Bonds in the form of one fully registered Bond for each maturity, registered in the
name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the
Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents
hereinafter mentioned to Co -Bond Counsel, or a place to be mutually agreed upon by the City
and the Underwriter. Settlement will be through the facilities of DTC. The Underwriter will
accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire
transfer in federal funds payable to the order of the City or its designee. These payments and
deliveries, together with the delivery of the aforementioned documents, are herein called the
"Closing." The Bonds will be made available to the Underwriter or counsel to the Underwriter
for inspection not less than twenty-four (24) hours prior to the Closing.
9. Underwriter's Closing Conditions. The Underwriter has entered into this
Agreement in reliance upon the representations and covenants herein and in the Developers'
Letters of Representations and the performance by the City of its obligations under this
Agreement, both as of the date hereof and as of the Delivery Date. Accordingly, the
13
4163-4131-9528.6
Underwriter's obligations under this Agreement to purchase, accept delivery of, and pay for the
Bonds shall be conditioned upon the performance by the City of its obligations to be performed
hereunder at or prior to Closing and shall also be subject to the following additional conditions:
a. Bring -Down Representations of the City. The representations and
covenants of the City contained in this Agreement shall be true and correct in all material
respects as of the date hereof and at the time of the Closing, as if made on the Delivery
Date.
b. Executed Agreements and Performance Thereunder. At the time of the
Closing
(i) the City Documents shall be in full force and effect, and shall not
have been amended, modified, or supplemented except with the written consent of
the Underwriter;
(ii) the Authorizing Documents shall be in full force and effect;
(iii) there shall be in full force and effect such other ordinances,
resolutions, or actions of the City as, in the opinion of Co -Bond Counsel and
counsel to the Underwriter, shall be necessary on or prior to the Delivery Date in
connection with the transactions on the part of the City described in this
Agreement and the City Documents;
(iv) there shall be in full force and effect such other resolutions or
actions of the Developers as, in the opinion of Coats Rose, P.C. ("Developers'
Counsel"), shall be necessary on or prior to the Delivery Date in connection with
the transactions on the part of the Developers described in the Developers' Letters
of Representations, the Master Reimbursement Agreement, the Improvement
Areas #4 Reimbursement Agreement, the Improvement Area #5 Reimbursement
Agreement, the Development Agreement, the Landowner Consent Certificates (as
defined in the Development Agreement) of the Developers, and the Continuing
Disclosure Agreement of Developer with respect to the Bonds, dated as of
September 1, 2026, executed and delivered by the Improvement Area #4
Developer, the Improvement Area #5 Developer, the PD Administrator, and the
Dissemination Agent (the "Continuing Disclosure Agreement of Developer" and,
together with the Developers' Letters of Representations, the Master
Reimbursement Agreement, the Improvement Area #4 Reimbursement Agreement,
the Improvement Area #5 Reimbursement Agreement, and the Development
Agreement, the "Developer Documents"); and
(v) the City shall perform or have performed its obligations required or
specified in the City Documents to be performed at or prior to Closing.
c. No Default. At the time of the Closing, no default shall have occurred or
be existing and no circumstances or occurrences that, with the passage of time or giving
of notice, shall constitute an event of default under this Agreement, the Indenture, the
City Documents, the Developer Documents, or other documents relating to the financing
14
4163-4131-9528.6
and construction of the Improvements and the Development (as defined in the Limited
Offering Memorandum) and none of the Developers shall be in default in the payment of
principal of or interest on any of its indebtedness which default shall materially adversely
impact the ability of the Developers to pay the Assessments when due or complete the
Improvements.
d. Closin4 Documents. At or prior to the Closing, the Underwriter or
counsel to the Underwriter shall have received each of the documents required under
Section 10 below.
e. Termination Events. The Underwriter shall have the right to cancel its
obligation to purchase the Bonds and to terminate this Agreement without liability
therefor by written notification to the City if, between the date of this Agreement and the
Closing, in the Underwriter's sole and reasonable judgment, any of the following shall
have occurred:
(i) the market price or marketability of the Bonds, or the ability of the
Underwriter to enforce contracts for the sale of the Bonds, shall be materially
adversely affected by the occurrence of any of the following:
(1) legislation shall have been introduced in or enacted by the
Congress of the United States or adopted by either chamber thereof, or
legislation pending in the Congress of the United States shall have been
amended, or legislation shall have been recommended to the Congress of
the United States or otherwise endorsed for passage (by press release,
other form of notice, or otherwise) by the President of the United States,
the Treasury Department of the United States, or the Internal Revenue
Service or legislation shall have been proposed for consideration by either
the U.S. Senate Committee on Finance or the U.S. House of
Representatives Committee on Ways and Means or legislation shall have
been favorably reported for passage to either chamber of the Congress of
the United States by a Committee of such chamber to which such
legislation has been referred for consideration, or a decision by a court of
the United States or the Tax Court of the United States shall be rendered
or a ruling, regulation, or official statement (final, temporary, or proposed)
by or on behalf of the Treasury Department of the United States, the
Internal Revenue Service, or other federal agency shall be made, which
would result in federal taxation of revenues or other income of the general
character expected to be derived by the City or upon interest on securities
of the general character of the Bonds or which would have the effect of
changing, directly or indirectly, the federal income tax consequences of
receipt of interest on securities of the general character of the Bonds in the
hands of the holders thereof, and which in either case, makes it, in the
reasonable judgment of the Underwriter, impracticable or inadvisable to
proceed with the offer, sale, or delivery of the Bonds on the terms and in
the manner described in the Limited Offering Memorandum; or
15
4163-4131-9528.6
(2) legislation shall be enacted by the Congress of the United
States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency
having jurisdiction of the subject matter shall be issued or made to the
effect that the issuance, offering or sale of obligations of the general
character of the Bonds, or the issuance, offering or sale of the Bonds,
including all underlying obligations, as described herein or by the Limited
Offering Memorandum, is in violation or would be in violation of, or that
obligations of the general character of the Bonds or the Bonds are not
exempt from registration under, any provision of the federal securities
laws, including the Securities Act, or that the Indenture needs to be
qualified under the Trust Indenture Act of 1939, as amended and as then in
effect (the "Trust Indenture Act"); or
(3) a general suspension of trading in securities on the New
York Stock Exchange, the establishment of minimum prices on such
exchange, the establishment of material restrictions (not in force as of the
date hereof) upon trading securities generally by any governmental
authority or any national securities exchange, a general banking
moratorium declared by federal, State of New York, or State officials
authorized to do so; provided, however that such suspension in trading or
any disruption in securities settlement, payment or clearance services is
not in force on the date hereof, or
(4) there shall have occurred (whether or not foreseeable) (i)
any outbreak of hostilities (including, without limitation, an act of
terrorism) including, but not limited to, an escalation of hostilities that
existed prior to the date hereof, (ii) national or international calamity or
crisis, including, but not limited to, an escalation in the scope or
magnitude of any pandemic or natural disaster, or (iii) material financial
crisis or adverse change in the financial or economic conditions affecting
the United States government or the securities markets in the United
States; or
(5) there shall have occurred since the date of this Agreement
any materially adverse change in the affairs or financial condition of the
City, except as disclosed or described in the Limited Offering
Memorandum; or
(6) any state blue sky or securities commission or other
governmental agency or body in any state in which more than ten percent
(10%) of the Bonds have been offered and sold shall have withheld
registration, exemption or clearance of the offering of the Bonds as
described herein, or issued a stop order or similar ruling relating thereto;
or
16
4163-4131-9528.6
(7) any amendment to the federal or State Constitution or
action by any federal or state court, legislative body, regulatory body, or
other authority materially adversely affecting the tax status of the City, its
property, income, securities (or interest thereon), or the validity or
enforceability of the Assessments and the liens created thereby, which
Assessments being the primary asset of the Trust Estate pledged to pay
principal of and interest on the Bonds; or
(ii) the New York Stock Exchange or other national securities exchange
or any governmental authority shall impose, as to the Bonds or as to obligations of
the general character of the Bonds, any material restrictions not now in force, or
increase materially those now in force, with respect to the extension of credit by,
or the charge to the net capital requirements of, the Underwriter; or
(iii) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any
statement or information contained in the Limited Offering Memorandum, or has
the effect that the Limited Offering Memorandum contains any untrue statement of
a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, which change shall occur subsequent to the
date of this Agreement and shall not be due to the malfeasance, misfeasance or
nonfeasance of the Underwriter; or
(iv) any fact or event shall exist or have existed that, in the
Underwriter's reasonable judgment, requires or has required an amendment of or
supplement to the Limited Offering Memorandum; or
(v) a general banking moratorium shall have been declared by federal
or State authorities having jurisdiction and shall be in force; or
(vi) a material disruption in securities settlement, payment or clearance
services shall have occurred; or
(vii) a decision by a court of the United States shall be rendered, or a
stop order, release, regulation or no -action letter by or on behalf of the Securities
and Exchange Commission or any other governmental agency having jurisdiction
of the subject matter shall have been issued or made, to the effect that the issuance,
offering or sale of the Bonds, including the underlying obligations as described in
this Agreement or in the Limited Offering Memorandum, or any document relating
to the issuance, offering or sale of the Bonds, is or would be in violation of any
provision of the federal securities laws on the Delivery Date, including the
Securities Act, the Securities Exchange Act of 1934 and the Trust Indenture Act;
or
(viii) the purchase of and payment for the Bonds by the Underwriter, or
the resale of the Bonds by the Underwriter, on the terms and conditions herein
17
4163-4131-9528.6
provided shall be prohibited by any applicable law, governmental authority, board,
agency or commission, which prohibition shall occur subsequent to the date hereof
and shall not be due to the malfeasance, misfeasance, or nonfeasance of the
Underwriter; or
(ix) an adverse change of a material nature in the financial position,
results of operations or condition, financial or otherwise, of any of the Developers,
other than in the ordinary course of its business.
With respect to the conditions described in subparagraphs (ii), (vii) and (viii) above, the
Underwriter is not aware of any current, pending, or proposed law or government inquiry
or investigation as of the date of execution of this Agreement which would permit the
Underwriter to invoke its termination rights hereunder.
10. Closing Documents. At or prior to the Closing, the Underwriter (or counsel to the
Underwriter on behalf of the Underwriter) shall receive the following documents:
a. Bond Opinion. The opinion of Co -Bond Counsel, dated the Delivery Date
and substantially in the form included as Appendix D to the Limited Offering
Memorandum, together with a reliance letter from Co -Bond Counsel, dated the Delivery
Date and addressed to the Underwriter, which may be included in the supplemental
opinion required by Section 10(b) hereof, to the effect that the foregoing opinion may be
relied upon by the Underwriter to the same extent as if such opinion were addressed to it.
b. Supplemental Opinion. A supplemental opinion of Co -Bond Counsel
dated the Delivery Date and addressed to the City and the Underwriter, in form and
substance acceptable to counsel to the Underwriter, to the following effect:
(i) Except to the extent noted therein, Co -Bond Counsel has not
verified and is not passing upon, and does not assume any responsibility for, the
accuracy, completeness or fairness of the statements and information contained in
the Preliminary Limited Offering Memorandum and in the Limited Offering
Memorandum but that Co -Bond Counsel has reviewed the statements and
information appearing in the Preliminary Limited Offering Memorandum and in
the Limited Offering Memorandum under the captions and subcaptions "PLAN OF
FINANCE — The Bonds," "DESCRIPTION OF THE BONDS," "SECURITY
FOR THE BONDS," "ASSESSMENT PROCEDURES" (except for the
subcaptions "Assessment Methodology" and "Assessment Amounts"), "THE
DISTRICT," "TAX MATTERS," "LEGAL MATTERS — Legal Proceedings" and
"— Legal Opinions," "CONTINUING DISCLOSURE — The City,"
"REGISTRATION AND QUALIFICATION OF BONDS FOR SALE," "LEGAL
INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN
TEXAS," "INVESTMENTS," "APPENDIX B," and "APPENDIX D" and Co -
Bond Counsel is of the opinion that the information relating to the Bonds, the
Bond Ordinance, the Assessment Ordinances, and the Indenture contained therein
fairly and accurately describes the laws and legal issues addressed therein and,
18
4163-4131-9528.6
with respect to the Bonds, such information conforms to the Bond Ordinance, the
Assessment Ordinances, and the Indenture;
(ii) The Bonds are not subject to the registration requirements of the
Securities Act, and the Indenture is exempt from qualification pursuant to the Trust
Indenture Act;
(iii) The City has or at the time of the adoption thereof had full power
and authority to adopt the Creation Resolution, the Assessment Ordinances, and
the Bond Ordinance (collectively, the foregoing documents are referred to herein
as the "City Actions") and perform its obligations thereunder and the City Actions
have been duly adopted, are in full force and effect and have not been modified,
amended, or rescinded; and
(iv) The Indenture, the Master Reimbursement Agreement, the
Improvement Area #4 Reimbursement Agreement, the Improvement Area #5
Reimbursement Agreement, the Development Agreement, the Continuing
Disclosure Agreement of Issuer, and this Agreement have been duly authorized,
executed, and delivered by the City and, assuming the due authorization,
execution, and delivery of such instruments, documents, and agreements by the
other parties thereto, constitute the legal, valid, and binding agreements of the
City, enforceable in accordance with their respective terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, or other laws affecting
enforcement of creditors' rights, or by the application of equitable principles if
equitable remedies are sought and to the application of State law relating to
governmental immunity applicable to governmental entities.
c. City Leal Opinion. An opinion of the attorney for the City (the "City
Attorney") dated the Delivery Date and addressed to the Underwriter, the City, and the
Trustee, with respect to matters relating to the City, substantially in the form of Appendix
C hereto or in form otherwise agreed upon by the Underwriter.
d. Opinion of Developers' Counsel. The opinion of Developers' Counsel,
substantially in the form of Appendix D hereto, dated the Delivery Date and addressed to
the City, Bond Counsel, the City Attorney, the Underwriter, and the Trustee.
e. Developers' Closing Certificates. The Developers' Closing Certificates
dated as of the Delivery Date, signed by authorized officers of the Improvement Area #4
Developer and the Improvement Area #5 Developer in substantially the forms of
Appendix E-1 and Appendix E-2 hereto.
f City Closing Certificate. A certificate of the City, dated the Delivery
Date, signed by an appropriate City Representative, to the effect that:
(i) the representations and warranties of the City contained herein and
in the City Documents are true and correct in all material respects on and as of the
Delivery Date as if made on the date thereof,
19
4163-4131-9528.6
(ii) the Authorizing Documents and all other City Documents are in full
force and effect and have not been amended, modified, or supplemented;
(iii) except as disclosed in the Limited Offering Memorandum, no
litigation or proceeding against the City is pending or, to the knowledge of such
person, threatened in any court or administrative body nor is there a basis for
litigation which would (a) contest the right of the members or officials of the City
to hold and exercise their respective positions, (b) contest the due organization and
valid existence of the City or the establishment of the District, (c) contest the
validity, due authorization, and execution of the Bonds or the City Documents, or
(d) attempt to limit, enjoin, or otherwise restrict or prevent the City from levying
and collecting the Assessments pledged to pay the principal of and interest on the
Bonds, or the pledge thereof, and
(iv) the City has, to such person's knowledge, complied with all
agreements and covenants and satisfied all conditions set forth in the City
Documents, on its part to be complied with or satisfied hereunder at or prior to the
Closing.
g. Trustee's Counsel ODinion. An opinion of counsel to the Trustee, dated
the Delivery Date and addressed to the Underwriter, the City, and Bond Counsel, in form
and substance acceptable to counsel to the Underwriter, the City, and Bond Counsel, to
the following effect:
(i) The Trustee is duly organized, validly existing, and in good
standing as a national banking association organized under the laws of the United
States of America, and is duly qualified to serve as Trustee in accordance with the
qualifications set forth for the Trustee in the Indenture;
(ii) The Trustee has full right, power, and authority to enter into the
Indenture, to perform its obligations under, and to carry out and consummate all of
the transactions involving the Trustee contemplated by, the Indenture; and
(iii) The Indenture has been duly authorized, executed, and delivered by
the Trustee and is valid and enforceable against the Trustee in accordance with its
terms.
h. Trustee's Certificate. A customary authorization and incumbency
certificate dated prior to the Delivery Date, signed by authorized officers of the Trustee in
form and substance acceptable to the Underwriter, counsel to the Underwriter, and Bond
Counsel.
i. Opinion of Counsel to the Underwriter. An opinion, dated the Delivery
Date and addressed to the Underwriter, of Orrick, Herrington & Sutcliffe LLP, to the
effect that:
20
4163-4131-9528.6
(i) The Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Indenture is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended;
(ii) The Continuing Disclosure Agreement of Issuer, together with
Section 10(o) hereof and Section 5 of the Bond Ordinance, satisfies the
requirements contained in Rule 15c2 -12(b)(5) of the Securities and Exchange
Commission for an undertaking by the City for the benefit of the holders of the
Bonds to provide the information at the times and in the manner required by said
Rule; provided that, for purposes of this opinion, such counsel is not expressing
any view regarding the content of the Preliminary Limited Offering Memorandum
or the Limited Offering Memorandum that is not expressly stated in numbered
paragraph (iii) below; and
(iii) Such counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness, or fairness of any of the statements
contained in the Preliminary Limited Offering Memorandum or in the Limited
Offering Memorandum and makes no representation that it has independently
verified the accuracy, completeness, or fairness of any such statements. In its
capacity as counsel to the Underwriter, to assist the Underwriter in part of its
responsibility with respect to the Preliminary Limited Offering Memorandum and
the Limited Offering Memorandum, such counsel has participated in conferences
with representatives of the Underwriter, representatives of the City, and its
counsel, Kelly Hart & Hallman LLP and McCall, Parkhurst & Horton, L.L.P., as
Co -Bond Counsel, PFM Financial Advisors LLC and Tijerina Financial
Consulting LLC, as Co -Municipal Advisor, the Administrator, representatives of
the Developers, their counsel, Coats Rose, P.C., and their engineers and
consultants, and others, during which the contents of the Preliminary Limited
Offering Memorandum or the Limited Offering Memorandum and related matters
were discussed. Based on such counsel's participation in the above -mentioned
conferences (which, with respect to the Preliminary Limited Offering
Memorandum, did not extend beyond the date of this Agreement), and in reliance
thereon, on oral and written statements and representations of the City, the
Developer, and others and on the records, documents, certificates, opinions, and
matters herein mentioned, such counsel advises the Underwriter as a matter of fact
and not opinion that, during the course of such counsel's representation of the
Underwriter on this matter, (a) no facts had come to the attention of the attorneys
in such counsel's firm rendering legal services to the Underwriter in connection
with the Preliminary Limited Offering Memorandum which caused such counsel to
believe, as of the date of the Preliminary Limited Offering Memorandum and as of
the date of this Agreement, based on the documents, drafts, and facts in existence
and received as of those dates, that the Preliminary Limited Offering
Memorandum contained any untrue statement of a material fact or omitted to state
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (except any
information marked as preliminary or subject to change, any information permitted
to be omitted by Securities and Exchange Commission ("SEC") Rule 15c2-12 or
21
4163-4131-9528.6
otherwise left blank, and any other differences with the information in the Limited
Offering Memorandum), and (b) no facts had come to the attention of the attorneys
in such counsel's firm rendering legal service to the Underwriter in connection
with the Limited Offering Memorandum which caused such counsel to believe that
the Limited Offering Memorandum contained or contains any untrue statement of
a material fact or omitted or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made,
not misleading; provided that such counsel expressly excludes from the scope of
this paragraph and expresses no view or opinion with respect to both the
Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum about any CUSIP numbers, financial, accounting, statistical,
economic, engineering or demographic data or forecasts, numbers, charts, tables,
graphs, estimates, projections, assumptions or expressions of opinion, any
information about verification, feasibility, valuation, appraisals, absorption, real
estate or environmental matters, relationship among the parties, Appendices, or
any information about book -entry, DTC, Cede & Co., limitations applicable to
initial purchasers, financial advisor, trustee, tax exemption, underwriters,
municipal advisors, or underwriting included or referred to therein or omitted
therefrom. No responsibility is undertaken or view expressed with respect to any
other disclosure document, materials or activity, or as to any information from
another document or source referred to by or incorporated by reference in the
Preliminary Limited Offering Memorandum or the Limited Offering
Memorandum.
j. Limited Offerin4 Memorandum. The Limited Offering Memorandum and
each supplement or amendment, if any, thereto.
k. Delivery of City_ Documents and Developer Documents. The City
Documents and the Developer Documents shall have been executed and delivered in
form and content satisfactory to the Underwriter.
1. Form 8038-G. Evidence that the federal tax information form 8038-G has
been prepared by Bond Counsel for filing.
m. Federal Tax Certificate. A certificate of the City in form and substance
satisfactory to Bond Counsel and counsel to the Underwriter setting forth the facts,
estimates and circumstances in existence on the Delivery Date, which establish that it is
not expected that the proceeds of the Bonds will be used in a manner that would cause the
Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue
Code of 1986, as amended (the "Code"), and any applicable regulations (whether final,
temporary, or proposed), issued pursuant to the Code.
n. Attorney General Opinion and Comptroller Registration. The approving
opinion of the Attorney General of the State regarding the Bonds and the Comptroller of
the State's Certificate of Registration for the Initial Bond.
22
4163-4131-9528.6
o. Continuin4 Disclosure Agreements. The Continuing Disclosure
Agreement of Issuer and the Continuing Disclosure Agreement of Developer shall have
been executed by the parties thereto in substantially the forms attached to the Limited
Offering Memorandum as Appendix E-1 and Appendix E-2.
p. Letter of Representation of Administrator. Letter of Representation of the
Administrator, substantially in the form of Appendix F hereto, addressed to the City,
Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the
Underwriter.
q. Letter of Representation of the Appraiser. (i) The Letter of Representation
of the Appraiser, substantially in the form of Appendix G hereto, addressed to the City,
Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the
Underwriter, and (ii) a copy of the real estate appraisal of the property in Improvement
Area #4 and Improvement Area #5 dated May 29, 2026.
r. Evidence of Filing of Creation Resolution. Assessment Ordinances. Bond
Ordinance, and Landowner Consent Certificates: Posting of Service and Assessment
Plan. Evidence that (i) (A) the Creation Resolution, including a legal description of the
District by metes and bounds, (B) the Assessment Ordinances, (C) the Bond Ordinance,
and (D) the Landowner Consent Certificates, have been filed of record in the real
property records of Tarrant County, Texas, and (ii) the Service and Assessment Plan,
including a copy of the notice form required by Section 5.014 Texas Property Code, as
amended, was posted on the City's web site not later than the seventh day after the date of
approval of the Assessment Ordinances.
s. Lender Consent Certificate. A Lender Consent Certificate of each holder
of a lien, if any, on land in Improvement Area #4 or Improvement Area #5 of the District
on the Delivery Date, consenting to and acknowledging the creation of the District, the
adoption of the Assessment Ordinances, the levy of the Assessments, and the
subordination of their respective liens to the lien created by the Assessments in a form
acceptable to the Underwriter. In the event that there are no such lienholders, the
Developers shall provide such certifications as may be reasonably requested by the
Underwriter to confirm that no such liens exist as of the Delivery Date.
t. Developer Organizational and Verification Documents. The Developers
shall have delivered to the Underwriter and the City (i) fully executed copies of each
Developer's organizational documents, (ii) a Certificate of Status from the Texas
Secretary of State dated within 10 days of the Delivery Date with respect to all of the
Developers, (iii) verification of franchise tax account status from the Texas Comptroller
of Public Accounts for all of the Developers dated within 10 days of the Delivery Date,
and (iv) a copy, from all of the Developers, of their Standing Letter to the Attorney
General of Texas in compliance with the All Bond Counsel Letter dated September 22,
2021, or evidence of an exception to such requirement.
u. Rule 15c2-12 Certification. A resolution, an ordinance (including the
Bond Ordinance), or a certificate of the City whereby the City has deemed the
23
4163-4131-9528.6
Preliminary Limited Offering Memorandum final as of its date, except for permitted
omissions, as contemplated by Section (b)(1) of Rule 15c2-12 in connection with the
offering of the Bonds, which action may be based on the approval of the release of the
Preliminary Limited Offering Memorandum by an authorized City official (if such
official has been duly authorized to take such action by the City Council), or certification,
if made in the form of a certificate, may be included in the City Certificate required by
Section 10(f) hereof.
v. Dissemination Agent. Evidence acceptable to the Underwriter in its sole
discretion that the City and the Developers have engaged a dissemination agent
acceptable to the Underwriter for the Bonds, with the execution of the Continuing
Disclosure Agreement of Issuer and the Continuing Disclosure Agreement of Developer
by other parties thereto being conclusive evidence of such acceptance by the Underwriter.
The Underwriter hereby acknowledges and agrees that PFM Financial Advisors LLC is
an acceptable dissemination agent.
w. Reserved.
x. Additional Documents. Such additional legal opinions, certificates,
instruments, and other documents as the Underwriter or counsel to the Underwriter may
reasonably deem necessary.
11. City's Closing Conditions. The obligation of the City hereunder to deliver the
Bonds shall be subject to receipt on or before the Delivery Date of the purchase price set forth in
Section 1 hereof, the Attorney General Opinion, the opinion of Co -Bond Counsel described in
Section 10(a) hereof, and all documents required to be delivered by the Developers.
12. Conseauences of Termination. If the City shall be unable to satisfy the conditions
to the obligations of the Underwriter to purchase, accept delivery of, and pay for the Bonds
contained in this Agreement (unless waived by the Underwriter in its sole discretion) or if the
obligations of the Underwriter shall be terminated for any reason permitted by this Agreement,
this Agreement shall terminate and the Underwriter and the City shall have no further obligation
hereunder, except as further set forth in Sections 13, 14, 16, and 22 hereof.
13. Term of Agreement. Except for surviving representations, warranties, and
indemnities of the parties to this Agreement, the term of this Agreement terminates upon the
"end of the underwriting period" (as defined in Rule 15c2-12) or, if earlier, exercise of a
termination right (which may not be based on an existing or incipient breach of a verification).
14. Costs and Expenses.
a. The Underwriter shall be under no obligation to pay, and the City shall
cause to be paid from proceeds of the Bonds the following expenses incident to the
issuance of the Bonds and performance of the City's obligations hereunder: (i) the costs
of the preparation and printing of the Bonds; (ii) the costs of preparation, printing, and
mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering
Memorandum, and any supplements and amendments thereto; (iii) the fees and
disbursements of the City's Co -Municipal Advisor, the Trustee's counsel, Co -Bond
24
4163-4131-9528.6
Counsel, Developers' Counsel, and the Trustee relating to the issuance of the Bonds; (iv)
the Attorney General's review fees; (v) the fees and disbursements of accountants,
advisers, and any other experts or consultants retained by the City or for the benefit of the
City, including but not limited to the fees and expenses of the Administrator; and (vi) the
expenses incurred by or on behalf of City employees and representatives that are
incidental to the issuance of the Bonds and the performance by the City of its obligations
under this Agreement.
b. The Underwriter shall pay the following expenses: (i) all advertising
expenses in connection with the limited offering of the Bonds; (ii) fees of counsel to the
Underwriter; and (iii) all other expenses, including CUSIP fees (including out-of-pocket
expenses and related regulatory expenses), incurred by it in connection with its initial
limited public offering and distribution of the Bonds, except as noted in subsection 14(a)
above.
c. The City acknowledges that the Underwriter will pay from the
Underwriter's expense allocation of the underwriting discount the applicable per bond
assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation
whose purpose is to collect, maintain and distribute information relating to issuing
entities of municipal securities.
15. Notice. Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same in writing to: City of Fort Worth, 100 Fort
Worth Trail, Fort Worth, Texas 76102, Attention: Reginald Zeno, Chief Financial
Officer/Director of Financial Management.
Any notice or other communication to be given to the Underwriter under this Agreement
may be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-
25, Frisco, Texas 75034, Attention: Tripp Davenport, Director.
16. Parties in Interest: Survival of City Representations. This Agreement is made
solely for the benefit of the City and the Underwriter (including their respective successors and
assigns), and no other person shall acquire or have any right hereunder or by virtue hereof All
of the City's representations, warranties, and covenants contained in this Agreement shall remain
operative and in full force and effect and survive delivery of and payment for the Bonds and any
termination, regardless of any investigations made by or on behalf of the Underwriter.
17. Survival of Representations and Warranties of Third Parties. All representations
and warranties of the parties (other than the City and Underwriter) made in, pursuant to or in
connection with this Agreement, including the appendices hereto, shall survive the execution and
delivery of this Agreement, notwithstanding any investigation by the parties. All statements
contained in any certificate, instrument, or other writing delivered by a party to this Agreement
or in connection with the transactions described in or by this Agreement constitute
representations and warranties by such party under this Agreement to the extent such statement is
set forth as a representation and warranty in the instrument in question.
25
4163-4131-9528.6
18. Severability. In case any one or more of the provisions contained herein shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof.
19. State Law Governs. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State and venue shall lie in Tarrant County.
20. No Assignment. The rights and obligations created by this Agreement shall not
be subject to assignment by the Underwriter or the City without the prior written consent of the
other party hereto.
21. No Personal Liability. None of the members of the City Council, nor any officer,
representative, agent, or employee of the City, shall be charged personally by the Underwriter
with any liability, or be held liable to the Underwriter under any term or provision of this
Agreement, or because of execution or attempted execution, or because of any breach or
attempted or alleged breach of this Agreement.
22. Statutory Verifications. The Underwriter makes the following representation and
covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as
heretofore amended (the "Government Code"), in entering into this Agreement. As used in such
verifications, "affiliate" means an entity that controls, is controlled by, or is under common
control with the Underwriter within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and
exists to make a profit. Liability for breach of any such verification during the term of this
Agreement shall survive until barred by the applicable statute of limitations, and shall not be
liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in
this Agreement to the contrary.
a. Not a Sanctioned Company. The Underwriter represents that neither it nor
any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is
a company identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The
foregoing representation excludes the Underwriter and each of its parent company,
wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist
organization.
b. No Boycott of Israel. The Underwriter hereby verifies that it and its
parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do
not boycott Israel and will not boycott Israel during the term of this Agreement. As used
in the foregoing verification, "boycott Israel" has the meaning provided in Section
2271.001, Government Code.
c. No Discrimination Against Firearm Entities. The Underwriter hereby
verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate against a
26
4163-4131-9528.6
firearm entity or firearm trade association during the term of this Agreement. As used in
the foregoing verification, "discriminate against a firearm entity or firearm trade
association" has the meaning provided in Section 2274.001(3), Government Code.
d. No Boycott of Energy Companies. The Underwriter hereby verifies that it
and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if
any, do not boycott energy companies and will not boycott energy companies during the
term of this Agreement. As used in the foregoing verification, "boycott energy
companies" has the meaning provided in Section 2276.001(1), Government Code.
23. Form 1295. Submitted herewith (or on a date prior hereto) is a completed Form
1295 in connection with the Underwriter's participation in the execution of this Agreement
generated by the Texas Ethics Commission's (the "TEC") electronic filing application in
accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules
promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295
from the Underwriter, and the City agrees to acknowledge such form with the TEC through its
electronic filing application not later than the thirtieth (30th) day after the receipt of such form.
The Underwriter and the City understand and agree that, with the exception of information
identifying the City and the contract identification number, neither the City nor its consultants
are responsible for the information contained in the Form 1295; that the information contained in
the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its
consultants have verified such information.
24. Underwriter Standing Letter and Bringdown Verification. The Underwriter
represents that it has, or will have prior to the date of Closing, on file with the Texas Attorney
General a standing letter addressing the representation and verifications contained in Section 22
of this Agreement in a form accepted by the Texas Attorney General. In addition, if the
Underwriter or the parent company, a wholly- or majority -owned subsidiary or another affiliate
of the Underwriter receives or has received a letter from the Texas Comptroller of Public
Accounts pursuant to Chapter 809, Texas Government Code seeking written verification that it
does not boycott energy companies (a "Comptroller Request Letter"), such Underwriter shall
promptly notify the City and Bond Counsel (if it has not already done so) and provide to the City
or Bond Counsel, two Business Days prior to Closing and additionally upon request by the City
or Bond Counsel, written verification to the effect that its standing letter described in the
preceding sentence remains in effect and may be relied upon by the City and the Texas Attorney
General (the "Bringdown Verification"). The Bringdown Verification shall also confirm that the
Underwriter (or the parent company, a wholly- or majority -owned subsidiary or other affiliate of
the Underwriter that received the Comptroller Request Letter) intends to timely respond or has
timely responded to the Comptroller Request Letter. The Bringdown Verification may be in the
form of an e-mail.
25. Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument. The City and the
Underwriter agree that electronic signatures to this Agreement may be regarded as original
signatures.
27
4163-4131-9528.6
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
FMSbonds, Inc.,
as Underwriter
By:
Name: Theodore A. Swinarski
Title: Senior Vice President - Trading
S-1
4163-4131-9528.6
Accepted at a.m./p.m. central time on the
date first stated above.
City of Fort Worth, Texas
By:
City Manager
S-2
4163-4131-9528.6
SCHEDULE I
$23,018,000
CITY OF FORT WORTH, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22 (Veale Ranch)
IMPROVEMENT AREAS #4-5 PROJECT)
Interest Accrues From: Delivery Date
$4,330,000 4.750% Term Bonds, Due September 1, 2036, Priced to Yield 4.750% (a)(b)(c)(d)
$6,845,000 5.550% Term Bonds, Due September 1, 2046, Priced to Yield 5.550% (a)(b)(c)(d)
$11,843,000 6.000% Term Bonds, Due September 1, 2056, Priced to Yield 5.950% (a
(a) The initial reoffering prices or yields of the Bonds have been determined in accordance with the Substantial
Amount Test.
(b) The Bonds are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City,
on any date on or after September 1, 2034, at the redemption price of 100% of the principal amount of such
Bonds, or portion thereof, to be redeemed, plus accrued interest to date of redemption.
(c) The Bonds are also subject to extraordinary optional redemption as described in the Limited Offering
Memorandum under "DESCRIPTION OF THE BONDS — Redemption Provisions."
(d) The Term Bonds are also subject to mandatory sinking fund redemption on the dates and in the respective
Sinking Fund Installment as set forth in the following schedules.
$4,330,000 Term Bonds maturing September 1.2036
Redemption Date
Sinking Fund Installment Amount
September 1, 2027
$388,000
September 1, 2028
369,000
September 1, 2029
384,000
September 1, 2030
401,000
September 1, 2031
417,000
September 1, 2032
435,000
September 1, 2033
453,000
September 1, 2034
474,000
September 1, 2035
494,000
September 1, 2036t
515,000
t Stated Maturity
Schedule I-1
4163-4131-9528.6
$6,845,000 Term Bonds maturing September 1, 2046
Redemption Date
Sinking Fund Installment Amount
September 1, 2037
$538,000
September 1, 2038
565,000
September 1, 2039
595,000
September 1, 2040
626,000
September 1, 2041
659,000
September 1, 2042
694,000
September 1, 2043
731,000
September 1, 2044
770,000
September 1, 2045
812,000
September 1, 2046t
855,000
t Stated Maturity
$11,843,000 Term Bonds maturing September 1.2056
Redemption Date
Sinking Fund Installment Amount
September 1, 2047
$902,000
September 1, 2048
954,000
September 1, 2049
1,011,000
September 1, 2050
1,070,000
September 1, 2051
1,134,000
September 1, 2052
1,202,000
September 1, 2053
1,273,000
September 1, 2054
1,349,000
September 1, 2055
1,431,000
September 1, 2056t
1,517,000
t Stated Maturity
Schedule I-2
4163-4131-9528.6
APPENDIX A-1
FORM OF IMPROVEMENT AREA #4 DEVELOPER LETTER OF REPRESENTATIONS
$23,018,000
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
IMPROVEMENT AREA #4 DEVELOPER
LETTER OF REPRESENTATIONS
August 11, 2026
City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Ladies and Gentlemen:
This letter is being delivered to the City of Fort Worth, Texas (the "City"), and
FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase
Agreement dated the date hereof (the "Bond Purchase Agreement") for the sale and purchase of
the $23,018,000 "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2026
(Fort Worth Public Improvement District No. 22 (Veale Ranch) Improvement Areas #4-5
Project)" (the "Bonds"). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed
to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order
to induce the City to enter into the Bond Purchase Agreement and as consideration for the
execution, delivery, and sale of the Bonds by the City and the purchase of them by the
Underwriter, the undersigned, FW Club LP, a Texas limited partnership, and FW Maverick
Development, LLC, a Delaware limited liability company (together, the "Improvement Area #4
Developer"), makes the representations, warranties, and covenants contained in this
Improvement Area #4 Developer's Letter of Representations. Unless the context clearly indicates
otherwise, each capitalized term used and not otherwise defined in this Improvement Area #4
Developer's Letter of Representations will have the meaning set forth in the Bond Purchase
Agreement.
1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds
represents a negotiated transaction, the Improvement Area #4 Developer understands, and hereby
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4163-4131-9528.6
confirms, that the Underwriter is not acting as a fiduciary of the Improvement Area #4
Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own
account.
2. UDdatina of the Limited Offering Memorandum. If, after the date of this
Improvement Area #4 Developer's Letter of Representations, up to and including the date the
Underwriter is no longer required to provide a Limited Offering Memorandum to potential
customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days
from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when
the Limited Offering Memorandum is available to any person from the MSRB, but in no case
less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the
Improvement Area #4 Developer becomes aware of any fact or event which might or would
cause the Limited Offering Memorandum, as then supplemented or amended, to contain any
untrue statement of a material fact or to omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading, or if it is necessary to amend or supplement the Limited Offering
Memorandum to comply with law, the Improvement Area #4 Developer will notify the
Underwriter (and for the purposes of this clause provide the Underwriter with such information
as it may from time to time request); however, that for the purposes of this Improvement Area
#4 Developer's Letter of Representations and any certificate delivered by the Improvement Area
#4 Developer in accordance with the Bond Purchase Agreement, the Improvement Area #4
Developer makes no representations with respect to the information appearing in the Preliminary
Limited Offering Memorandum or the Limited Offering Memorandum except for the
information set forth in the maps of the District therein and under the captions and subcaptions
"PLAN OF FINANCE" (other than the subcaption "— The Bonds"), "OVERLAPPING TAXES
AND DEBT — Homeowners' Associations," "THE IMPROVEMENTS," "THE
DEVELOPMENT," "THE DEVELOPERS AND PMB," and, to the Improvement Area #4
Developer's knowledge after due inquiry, under the captions "BONDHOLDERS' RISKS" (only
as it pertains to the Improvement Area #4 Developer, the Improvements, and the Development,
as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The
Developers," "CONTINUING DISCLOSURE — The Developers" and "— The Developers'
Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Developers,"
"APPENDIX E-2," and "APPENDIX F," "APPENDIX G," "APPENDIX H," and "APPENDIX
I" (collectively, the "Developer Disclosures") in accordance with subsection 4(f) herein.
3. Improvement Area #4 Developer Documents. The Improvement Area #4
Developer has executed and delivered each of the below listed documents (individually, an
"Improvement Area #4 Developer Document" and collectively, the "Improvement Area #4
Developer Documents") in the capacity provided for in each such Improvement Area #4
Developer Document, and each such Improvement Area #4 Developer Document constitutes a
valid and binding obligation of the Improvement Area #4 Developer, enforceable against the
Improvement Area #4 Developer in accordance with its terms:
a. this Improvement Area #4 Developer's Letter of Representations;
b. the Master Reimbursement Agreement;
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4163-4131-9528.6
c. the Improvement Area #4 Reimbursement Agreement;
d. the Development Agreement;
e. the Landowner Consent Certificate of the Improvement Area #4
Developer; and
f the Continuing Disclosure Agreement of Developer.
The Improvement Area #4 Developer has complied in all material respects with all of the
Improvement Area #4 Developer's agreements and covenants and satisfied all conditions
required to be complied with or satisfied by the Improvement Area #4 Developer under the
Improvement Area #4 Developer Documents on or prior to the date hereof.
The representations and warranties of the Improvement Area #4 Developer contained in
the Improvement Area #4 Developer Documents are true and correct in all material respects on
and as of the date hereof.
4. Improvement Area #4 Developer Representations, Warranties, and Covenants.
The Improvement Area #4 Developer represents, warrants, and covenants to the City and the
Underwriter that:
a. Due Organization and Existence. The Improvement Area #4 Developer is
duly organized and validly existing as a limited partnership under the laws of the State of
Texas.
b. Organizational Documents. The copies of the organizational documents
of the Improvement Area #4 Developer provided by the Improvement Area #4 Developer
(the "Improvement Area #4 Developer Organizational Documents") to the City and the
Underwriter are fully executed, true, correct, and complete copies of such documents and
such documents have not been amended or supplemented since delivery to the City and
the Underwriter and are in full force and effect as of the date hereof.
c. No Breach. The execution and delivery of the Improvement Area #4
Developer Documents by the Improvement Area #4 Developer does not violate any
judgment, order, writ, injunction or decree binding on the Improvement Area #4
Developer or any indenture, agreement, or other instrument to which the Improvement
Area #4 Developer is a party.
d. No Litigation. There are no proceedings pending or threatened in writing
before any court or administrative agency against the Improvement Area #4 Developer
that are either not covered by insurance or which singularly or collectively would have a
material, adverse effect on the ability of the Improvement Area #4 Developer to perform
its obligations under the Improvement Area #4 Developer Documents in all material
respects or that would reasonably be expected to prevent or prohibit the development of
the District in accordance with the description thereof in the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum.
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4163-4131-9528.6
e. Information. The information prepared and submitted by the
Improvement Area #4 Developer to the City or the Underwriter in connection with the
preparation of the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum was, and is, as of this date, true and correct in all material respects.
f Preliminary Limited Offering Memorandum and Limited Offering
Memorandum. The Improvement Area #4 Developer represents and warrants that the
information set forth in the Improvement Area #4 Developer Disclosures in the
Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is
true and correct and does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Improvement Area #4
Developer agrees to provide a certificate dated the Delivery Date affirming, as of such
date, the representations contained in this subsection (f) with respect to the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum. The
Improvement Area #4 Developer shall in no way be deemed responsible for any
disclosure related to Improvement Area #5 (as defined in the Limited Offering
Memorandum) or the Improvement Area #5 Developer.
g. Events of Default. No "Event of Default" or "event of default" by the
Improvement Area #4 Developer under any of the Improvement Area #4 Developer
Documents, any documents to which the Improvement Area #4 Developer is a party
described in the Limited Offering Memorandum, or under any material documents
relating to the financing and construction of the Improvement Area #4 Improvements (as
defined in the Limited Offering Memorandum) to which the Improvement Area #4
Developer is a party, or event that, with the passage of time or the giving of notice or
both, would constitute such "Event of Default" or "event of default" by the Improvement
Area #4 Developer, has occurred and is continuing.
5. Indemnification
a. The Improvement Area #4 Developer will indemnify and hold harmless
the City and the Underwriter and each of their officers, directors, employees and agents
against any losses, claims, damages or liabilities to which any of them may become
subject, under the Securities Act of 1933 or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained or incorporated
by reference in the Improvement Area #4 Developer Disclosures in the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum, or any
amendment or supplement to the Limited Offering Memorandum amending or
supplementing the information contained under the aforementioned captions (as qualified
above), or arise out of or are based upon the omission, untrue statement, or alleged untrue
statement or omission to state therein a material fact necessary to make the statements
under the aforementioned captions (as qualified above) not misleading under the
circumstances under which they were made and will reimburse any indemnified party for
any reasonable legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred.
A-1-4
4163-4131-9528.6
b. Promptly after receipt by an indemnified party under subsection (a) above
of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof, but the omission so to
notify the indemnifying party shall not relieve the indemnifying party from any liability
which it may have to the indemnified party otherwise than under such subsection, unless
such indemnifying party was prejudiced by such delay or lack of notice. In case any such
action shall be brought against an indemnified party, it shall promptly notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation. The
indemnifying party shall not be liable for any settlement of any such action effected
without its consent, but if settled with the consent of the indemnifying party or if there is
a final judgment for the plaintiff in any such action, the indemnifying party will
indemnify and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment. The indemnity herein shall survive delivery of
the Bonds and shall survive any investigation made by or on behalf of the City, the
Improvement Area #4 Developer, or the Underwriter.
6. Survival of Representations, Warranties, and Covenants. All representations,
warranties, and agreements in this Improvement Area #4 Developer's Letter of Representations
will survive regardless of (a) any investigation or any statement in respect thereof made by or on
behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds, and (c)
any termination of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Improvement Area #4 Developer's
Letters of Representations will be binding upon the Improvement Area #4 Developer and its
successors and assigns and inure solely to the benefit of the Underwriter and the City, and no
other person or firm or entity will acquire or have any right under or by virtue of this
Improvement Area #4 Developer's Letter of Representations.
[Signature page follows.]
A-1-5
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FW CLUB LP, a Texas limited partnership
By: PMB DLC FW GP, LLC, a Delaware limited
liability company, its general partner
By:
Name:
Title:
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:
Title:
A-1-6
4163-4131-9528.6
APPENDIX A-2
FORM OF IMPROVEMENT AREA #5 DEVELOPER LETTER OF REPRESENTATIONS
$23,018,000
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
IMPROVEMENT AREA #5 DEVELOPER
LETTER OF REPRESENTATIONS
August 11, 2026
City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Ladies and Gentlemen:
This letter is being delivered to the City of Fort Worth, Texas (the "City"), and
FMSbonds, Inc. (the "Underwriter"), in consideration for your entering into the Bond Purchase
Agreement dated the date hereof (the "Bond Purchase Agreement") for the sale and purchase of
the $23,018,000 "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2026
(Fort Worth Public Improvement District No. 22 (Veale Ranch) Improvement Areas #4-5
Project)" (the "Bonds"). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed
to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order
to induce the City to enter into the Bond Purchase Agreement and as consideration for the
execution, delivery, and sale of the Bonds by the City and the purchase of them by the
Underwriter, the undersigned, PMB Ventana Developer South LLC, a Texas limited liability
company, and PMB SWFW Dev Co Manager LLC, a Texas limited liability company (together,
the "Improvement Area #5 Developer"), makes the representations, warranties, and covenants
contained in this Improvement Area #5 Developer's Letter of Representations. Unless the
context clearly indicates otherwise, each capitalized term used and not otherwise defined in this
Improvement Area #5 Developer's Letter of Representations will have the meaning set forth in
the Bond Purchase Agreement.
1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds
represents a negotiated transaction, the Improvement Area #5 Developer understands, and hereby
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confirms, that the Underwriter is not acting as a fiduciary of the Improvement Area #5
Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own
account.
2. UDdatina of the Limited Offering Memorandum. If, after the date of this
Improvement Area #5 Developer's Letter of Representations, up to and including the date the
Underwriter is no longer required to provide a Limited Offering Memorandum to potential
customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days
from the "end of the underwriting period" (as defined in Rule 15c2-12) and (ii) the time when
the Limited Offering Memorandum is available to any person from the MSRB, but in no case
less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the
Improvement Area #5 Developer becomes aware of any fact or event which might or would
cause the Limited Offering Memorandum, as then supplemented or amended, to contain any
untrue statement of a material fact or to omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading, or if it is necessary to amend or supplement the Limited Offering
Memorandum to comply with law, the Improvement Area #5 Developer will notify the
Underwriter (and for the purposes of this clause provide the Underwriter with such information
as it may from time to time request); however, that for the purposes of this Improvement Area
#5 Developer's Letter of Representations and any certificate delivered by the Improvement Area
#5 Developer in accordance with the Bond Purchase Agreement, the Improvement Area #5
Developer makes no representations with respect to the information appearing in the Preliminary
Limited Offering Memorandum or the Limited Offering Memorandum except for the
information set forth in the maps of the District therein and under the captions and subcaptions
"PLAN OF FINANCE" (other than the subcaption "— The Bonds"), "OVERLAPPING TAXES
AND DEBT — Homeowners' Associations," "THE IMPROVEMENTS," "THE
DEVELOPMENT," "THE DEVELOPERS AND PMB," and, to the Improvement Area #5
Developer's knowledge after due inquiry, under the captions "BONDHOLDERS' RISKS" (only
as it pertains to the Improvement Area #5 Developer, the Improvements, and the Development,
as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The
Developers," "CONTINUING DISCLOSURE — The Developers" and "— The Developers'
Compliance with Prior Undertakings," "SOURCES OF INFORMATION — Developers,"
"APPENDIX E-2," and "APPENDIX F," "APPENDIX G," "APPENDIX H," and "APPENDIX
I" (collectively, the "Developer Disclosures") in accordance with subsection 4(f) herein.
3. Improvement Area #5 Developer Documents. The Improvement Area #5
Developer has executed and delivered each of the below listed documents (individually, an
"Improvement Area #5 Developer Document" and collectively, the "Improvement Area #5
Developer Documents") in the capacity provided for in each such Improvement Area #5
Developer Document, and each such Improvement Area #5 Developer Document constitutes a
valid and binding obligation of the Improvement Area #5 Developer, enforceable against the
Improvement Area #5 Developer in accordance with its terms:
a. this Improvement Area #5 Developer's Letter of Representations;
b. the Master Reimbursement Agreement;
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4163-4131-9528.6
c. the Improvement Area #5 Reimbursement Agreement;
d. the Development Agreement;
e. the Landowner Consent Certificate of the Improvement Area #5 Developer; and
f the Continuing Disclosure Agreement of Developer.
The Improvement Area #5 Developer has complied in all material respects with all of the
Improvement Area #5 Developer's agreements and covenants and satisfied all conditions
required to be complied with or satisfied by the Improvement Area #5 Developer under the
Improvement Area #5 Developer Documents on or prior to the date hereof.
The representations and warranties of the Improvement Area #5 Developer contained in
the Improvement Area #5 Developer Documents are true and correct in all material respects on
and as of the date hereof.
4. Improvement Area #5 Developer Representations. Warranties. and Covenants.
The Improvement Area #5 Developer represents, warrants, and covenants to the City and the
Underwriter that:
a. Due Organization and Existence. The Improvement Area #5 Developer
are both duly organized and validly existing as limited liability companies under the laws
of the State of Texas.
b. Organizational Documents. The copies of the organizational documents
of the Improvement Area #5 Developer provided by the Improvement Area #5 Developer
(the "Improvement Area #5 Developer Organizational Documents") to the City and the
Underwriter are fully executed, true, correct, and complete copies of such documents and
such documents have not been amended or supplemented since delivery to the City and
the Underwriter and are in full force and effect as of the date hereof.
c. No Breach. The execution and delivery of the Improvement Area #5
Developer Documents by the Improvement Area #5 Developer does not violate any
judgment, order, writ, injunction or decree binding on the Improvement Area #5
Developer or any indenture, agreement, or other instrument to which the Improvement
Area #5 Developer is a party.
d. No Litigation. There are no proceedings pending or threatened in writing
before any court or administrative agency against the Improvement Area #5 Developer
that are either not covered by insurance or which singularly or collectively would have a
material, adverse effect on the ability of the Improvement Area #5 Developer to perform
its obligations under the Improvement Area #5 Developer Documents in all material
respects or that would reasonably be expected to prevent or prohibit the development of
the District in accordance with the description thereof in the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum.
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4163-4131-9528.6
e. Information. The information prepared and submitted by the
Improvement Area #5 Developer to the City or the Underwriter in connection with the
preparation of the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum was, and is, as of this date, true and correct in all material respects.
f Preliminary Limited Offering Memorandum and Limited Offering
Memorandum. The Improvement Area #5 Developer represents and warrants that the
information set forth in the Improvement Area #5 Developer Disclosures in the
Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is
true and correct and does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Improvement Area #5
Developer agrees to provide a certificate dated the Delivery Date affirming, as of such
date, the representations contained in this subsection (f) with respect to the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum. The
Improvement Area #5 Developer shall in no way be deemed responsible for any
disclosure related to Improvement Area #4 (as defined in the Limited Offering
Memorandum) or the Improvement Area #4 Developer.
g. Events of Default. No "Event of Default" or "event of default" by the
Improvement Area #5 Developer under any of the Improvement Area #5 Developer
Documents, any documents to which the Improvement Area #5 Developer is a party
described in the Limited Offering Memorandum, or under any material documents
relating to the financing and construction of the Improvement Area #5 Improvements (as
defined in the Limited Offering Memorandum) to which the Improvement Area #5
Developer is a party, or event that, with the passage of time or the giving of notice or
both, would constitute such "Event of Default" or "event of default" by the Improvement
Area #5 Developer, has occurred and is continuing.
5. Indemnification
a. The Improvement Area #5 Developer will indemnify and hold harmless
the City and the Underwriter and each of their officers, directors, employees and agents
against any losses, claims, damages or liabilities to which any of them may become
subject, under the Securities Act of 1933 or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained or incorporated
by reference in the Improvement Area #5 Developer Disclosures in the Preliminary
Limited Offering Memorandum and the Limited Offering Memorandum, or any
amendment or supplement to the Limited Offering Memorandum amending or
supplementing the information contained under the aforementioned captions (as qualified
above), or arise out of or are based upon the omission, untrue statement, or alleged untrue
statement or omission to state therein a material fact necessary to make the statements
under the aforementioned captions (as qualified above) not misleading under the
circumstances under which they were made and will reimburse any indemnified party for
any reasonable legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred.
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4163-4131-9528.6
b. Promptly after receipt by an indemnified party under subsection (a) above
of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof, but the omission so to
notify the indemnifying party shall not relieve the indemnifying party from any liability
which it may have to the indemnified party otherwise than under such subsection, unless
such indemnifying party was prejudiced by such delay or lack of notice. In case any such
action shall be brought against an indemnified party, it shall promptly notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation. The
indemnifying party shall not be liable for any settlement of any such action effected
without its consent, but if settled with the consent of the indemnifying party or if there is
a final judgment for the plaintiff in any such action, the indemnifying party will
indemnify and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment. The indemnity herein shall survive delivery of
the Bonds and shall survive any investigation made by or on behalf of the City, the
Improvement Area #5 Developer, or the Underwriter.
6. Survival of Representations, Warranties, and Covenants. All representations,
warranties, and agreements in this Improvement Area #5 Developer's Letter of Representations
will survive regardless of (a) any investigation or any statement in respect thereof made by or on
behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds, and (c)
any termination of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Improvement Area #5 Developer's
Letters of Representations will be binding upon the Improvement Area #5 Developer and its
successors and assigns and inure solely to the benefit of the Underwriter and the City, and no
other person or firm or entity will acquire or have any right under or by virtue of this
Improvement Area #5 Developer's Letter of Representations.
[Signature page follows.]
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4163-4131-9528.6
PMB VENTANA DEVELOPER SOUTH LLC,
a Texas limited liability company
By: PMB Ventana Developer LLC, a Texas
limited liability company, its Manager
By: PB Ventana Manager, LLC, a Texas
limited liability company, its Manager
By:
Name: K. Taylor Baird
Title: Manager
PMB SWFW Dev Co Manager LLC,
a Texas limited liability company,
By:
Name: K. Taylor Baird
Title: Manager
A-2-6
4163-4131-9528.6
APPENDIX B
$23,018,000
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
ISSUE PRICE CERTIFICATE
The undersigned, as the duly authorized representative of FMSbonds, Inc., ("Purchaser"),
with respect to the "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2026
(Fort Worth Public Improvement District No. 22 (Veale Ranch) Improvement Areas #4-5
Project)," issued by the City of Fort Worth, Texas ("Issuer") in the principal amount of
$23,018,000 ("Bonds"), hereby certifies, based on its records and information, as follows:
The first price at which at least ten percent ("Substantial Amount") of the principal
amount of each maturity of the Bonds having the same credit and payment terms (a "Maturity")
was sold to a person (including an individual, trust, estate, partnership, association, company, or
corporation) other than an Underwriter (the "Public") is set forth in the final Limited Offering
Memorandum relating to the Bonds.
A copy of the pricing wire or equivalent communication for the Bonds is attached to this
Certificate as Schedule A.
For purposes of this Issue Price Certificate, the term "Underwriter" means (1) (i) a person
that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any
person that agrees pursuant to a written contract directly or indirectly with a person described in
clause (1)(i) of this paragraph (including a member of a selling group or a party to a third -party
distribution agreement participating in the initial sale of the Bonds to the Public) to participate in
the initial sale of the Bonds to the Public, and (2) any person who has more than 50% common
ownership, directly or indirectly, with a person described in clause (1) of this paragraph.
[Signature page follows.]
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4163-4131-9528.6
The undersigned understands that the foregoing information will be relied upon by the Issuer
with respect to certain of the representations set forth in the Federal Tax Certificate and with
respect to compliance with the federal income tax rules affecting the Bonds, and by Kelly Hart &
Hallman LLP and McCall, Parkhurst & Horton L.L.P. in connection with rendering its opinion
that the interest on the Bonds is excluded from gross income for federal income tax purposes, the
preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice
that it may give to the Issuer from time to time relating to the Bonds. Notwithstanding anything
set forth herein, the Purchaser is not engaged in the practice of law and makes no representation
as to the legal sufficiency of the factual matters set forth herein.
EXECUTED and DELIVERED as of this , 2026.
FMSbonds, Inc.,
as Underwriter
IM
Name: Theodore A. Swinarski
Title: Senior Vice President — Trading
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SCHEDULE A
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
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APPENDIX C
[LETTERHEAD OF CITY ATTORNEY]
September 10, 2026
FMSbonds, Inc. BOKF, NA
5 Cowboys Way, Suite 300-25 5956 Sherry Lane, Suite 900
Frisco, Texas 75034 Dallas, Texas 75225
City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
$23,018,000
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
Ladies and Gentlemen:
I am the Attorney for the City of Fort Worth, Texas (the "City"), and am rendering this
opinion in connection with the issuance and sale of $23,018,000 "City of Fort Worth, Texas,
Special Assessment Revenue Bonds, Series 2026 (Fort Worth Public Improvement District No.
22 (Veale Ranch) Improvement Areas #4-5 Project)" (the "Bonds"), by the City, a political
subdivision of the State of Texas.
The Bonds are authorized pursuant to an ordinance enacted by the City Council of the
City (the "City Council") on August 11, 2026 (the "Bond Ordinance") and are issued pursuant to
Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas Local
Government Code, as amended (the "Act"), and the Indenture of Trust, dated as of , 2026,
between the City and the Trustee, authorizing the issuance of the Bonds (the "Indenture").
Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless
otherwise stated herein.
In connection with rendering this opinion, we have reviewed the:
(a) a resolution creating the District (the "Creation Resolution") enacted by the City
Council on August 8, 2023;
(b) an ordinance levying the Improvement Area #4 Assessments approved by City
Council on April 28, 2026, and the service and assessment plan (the "Original Service and
Assessment Plan") attached as an exhibit thereto;
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(c) an ordinance levying the Improvement Area #5 Assessments approved by City
Council on April 28, 2026, and the Original Service and Assessment Plan attached as an exhibit
thereto;
(d) the Bond Ordinance, including the Service and Assessment Plan, as updated for
the issuance of the Bonds on August 11, 2026, attached as an exhibit thereto;
(e) the Indenture;
(f) the Veale Ranch Master Reimbursement Agreement for Fort Worth Public
Improvement District No. 22 (Veale Ranch), effective as of December 1, 2023, executed and
delivered by the City, Board of Directors of Tax Reinvestment Zone Number Sixteen, City of
Fort Worth, Texas; and the Original Owners (as defined therein);
(g) the Veale Ranch Development Improvement Area #4 Reimbursement Agreement,
effective as of April 28, 2026, executed and delivered by the City, PMB FW Land LP, a Texas
limited partnership, FW Maverick Development, LLC, a Texas limited liability company, and
FW Club LP, a Texas limited partnership;
(h) the Veale Ranch Development Improvement Area #5 Reimbursement Agreement,
effective as of April 28, 2026, executed and delivered by the City, PMB Ventana Developer
South LLC, a Texas limited liability company, and PMB SWFW Dev Co Manager LLC, a Texas
limited liability company;
(i) the Veale Ranch Development Agreement dated as of March 9, 2023, executed
and delivered by the City and the Original Owners (as defined therein); and
(j) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated
as of September 1, 2026, executed and delivered by the City, MuniCap, Inc., as administrator,
and PFM Financial Advisors LLC, as dissemination agent.
The Creation Resolution, the Assessment Ordinances, the Indenture, and the Bond
Ordinance shall herein after be referred to as the "Authorizing Documents" and the remaining
documents shall herein after be collectively referred to as the "City Documents."
In all such examinations, we have assumed that all signatures on documents and
instruments executed by the City are genuine and that all documents submitted to me as copies
conform to the originals. In addition, for purposes of this opinion, we have assumed the due
authorization, execution, and delivery of the City Documents by all parties other than the City.
Based on the information provided to us and subject to the foregoing and the additional
qualifications and assumptions set forth herein, I am of the opinion that:
1. The City is a Texas political subdivision authorized to enter into and perform its
obligations under the Authorizing Documents and the City Documents. The City has taken or
obtained all actions, approvals, consents, and authorizations required of it by applicable Texas
laws in connection with the execution of the Authorizing Documents and the City Documents
and the performance of its obligations thereunder.
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4163-4131-9528.6
2. There is no action, suit, proceeding, inquiry or investigation at law or in equity,
before or by any court, public board or body, pending, or, to the best of our knowledge,
threatened against the City: (a) affecting the existence of the City or the titles of its officers to
their respective offices, (b) in any way questioning the formation or existence of the District, (c)
affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or
the payment, collection or application of any amounts pledged or to be pledged to pay the
principal of and interest on the Bonds, including the Assessments in the District pursuant to the
provisions of the Assessment Ordinances, the Bond Ordinance and the Service and Assessment
Plan referenced therein, (d) contesting or affecting the validity or enforceability or the City's
performance of the City Documents, (e) contesting the exclusion of the interest on the Bonds
from federal income taxation, or (f) which may result in any material adverse change relating to
the financial condition of the City; and there is no known basis for any action, suit, proceeding,
inquiry or investigation of the nature described in clauses (a) through (f) of this sentence.
3. The Authorizing Documents were duly enacted by the City and remain in full
force and effect on the date hereof.
4. The City Documents have been duly authorized and executed by the City and are
legal, valid and binding obligations of the City enforceable against the City in accordance with
their terms. However, the enforceability of the obligations of the City under such City
Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the rights of creditors generally, (b) principles of equity,
whether considered at law or in equity, and (c) the application of Texas law relating to
governmental immunity applicable to governmental entities.
5. The performance by the City of the obligations under the Authorizing Documents
and the City Documents are authorized under applicable law and will not violate any provision
of the Federal or Texas constitutional or statutory provisions.
6. No further consent, approval, authorization, or order of any court or governmental
agency or body or official is required to be obtained by the City as a condition precedent to the
performance by the City of its obligations under the Authorizing Documents and the City
Documents.
7. The City has duly authorized the Preliminary Limited Offering Memorandum.
8. Based upon our limited participation in the preparation of the Preliminary Limited
Offering Memorandum and the Limited Offering Memorandum (collectively, the "Limited
Offering Memorandum"), the statements and information contained in the Limited Offering
Memorandum under the captions and subcaptions "ASSESSMENT PROCEDURES," "THE
CITY," "THE DISTRICT," "LEGAL MATTERS — Litigation — The City," "CONTINUING
DISCLOSURE — The City" and " — The City Compliance with Prior Undertakings" and
"APPENDIX A" are fair and accurate summaries of the law and the documents and facts
summarized therein.
9. The adoption of the Authorizing Documents and the execution and delivery of the
City Documents and the compliance with the provisions of the Authorizing Documents and the
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4163-4131-9528.6
City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a)
do not and will not in any material respect conflict with or constitute on the part of the City a
breach of or default under any agreement to which the City is a party or by which it is bound,
and (b) do not and will not in any material respect conflict with or constitute on the part of the
City a violation, breach of or default under any existing law, regulation, court order or consent
decree to which the City is subject.
This opinion may not be relied upon by any other person except those specifically
addressed in this letter.
Sincerely,
LEANN GUZMAN
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APPENDIX D
[LETTERHEAD OF COATS ROSE, P.C.]
September 10, 2026
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
McCall Parkhurst & Horton L.L.P
717 N. Harwood, Suite 900
Dallas, Texas 75201
Kelly, Hart & Hallman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
BOKF, NA
5956 Sherry Lane, Suite 900
Dallas, Texas 75225
$23,018,000
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22
(VEALE RANCH) IMPROVEMENT AREAS #4-5 PROJECT)
Ladies and Gentlemen:
In our capacity as counsel to FW Club LP, a Texas limited partnership, and FW Maverick
Development, LLC, a Delaware limited liability company (together, the "Improvement Area #4
Developer"), PMB Ventana Developer South LLC, a Texas limited liability company, and PMB
SWFW Dev Co Manager LLC, a Texas limited liability company (together, the "Improvement
Area #5 Developer" and, together with the Improvement Area #4 Developer, the "Developer"),
and for purposes of rendering the opinions set forth herein, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of:
(a) The following documents (collectively, the "Material Documents"):
(1) The Improvement Area #4 Developer's Letter of Representations executed
by the Improvement Area #4 Developer dated August 11, 2026;
(2) The Improvement Area #5 Developer's Letter of Representations executed
by the Improvement Area #5 Developer dated August 11, 2026;
(3) The Veale Ranch Master Reimbursement Agreement for Fort Worth
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4163-4131-9528.6
Public Improvement District No. 22 (Veale Ranch), effective as of
December 1, 2023, executed and delivered by the City, Board of Directors
of Tax Reinvestment Zone Number Sixteen, City of Fort Worth, Texas;
and the Original Owners (as defined therein);
(4) The Veale Ranch Development Improvement Area #4 Reimbursement
Agreement, effective as of April 28, 2026, executed and delivered by the
City, the Improvement Area #4 Developer, and PMB FW Club LP, a
Texas limited partnership;
(5) The Veale Ranch Development Improvement Area #5 Reimbursement
Agreement, effective as of April 28, 2026, executed and delivered by the
City, and the Improvement Area #5 Developer;
(6) The Veale Ranch Development Agreement dated as of December 1, 2023
executed and delivered by the City and the Original Owners (as defined
therein);
(7) the Landowner Consent Certificate of the Improvement Area #4
Developer;
(8) the Landowner Consent Certificate of the Improvement Area #5
Developer;
(9) The Continuing Disclosure Agreement of Developer with respect to the
Bonds, dated as of September 1, 2026, executed and delivered by the
Developer, MuniCap, Inc., as administrator, and PFM Financial Advisors,
as dissemination agent;
(10) The Preliminary Limited Offering Memorandum, dated July 28, 2026,
relating to the issuance of the Bonds (the "Preliminary Limited Offering
Memorandum");
(11) The final Limited Offering Memorandum, dated August 11, 2026, relating
to the issuance of the Bonds (collectively with the Preliminary Limited
Offering Memorandum, the "Limited Offering Memorandum"); and
(12) the General Certificate of the Developer and the Developer Closing
Certificate, each dated as of the date hereof (together, the "Developer
Certificate").
Opinions and Assurances
Based solely upon the foregoing, and subject to the assumptions and limitations set forth
herein, we are of the opinion that:
1. The Improvement Area #4 Developer is a Texas limited partnership, validly existing and
in good standing under the laws of the State of Texas.
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2. The Improvement Area #5 Developer are Texas limited liability companies, validly
existing and in good standing under the laws of the State of Texas.
3. The Developer has the power and authority to execute and deliver the Material
Documents to which it is a party and to perform its obligations thereunder.
4. The execution and delivery by the Developer of the Material Documents to which it is a
party, and the performance by the Developer of its obligations under such Material
Documents, have been duly authorized by all necessary limited liability company action
of the Developer.
5. The execution and delivery by the Developer of the Material Documents to which it is a
party and the performance of the obligations of the Developer thereunder do not (i)
violate any of the terms, conditions, or provisions of the Developer Organizational
Documents; (ii) violate any applicable law; or (iii) conflict with or result in the breach of
any court decree or order of any governmental body identified in the Developer
Certificate or otherwise actually known to the lawyers who have provided substantive
attention to the representation reflected in this opinion binding upon or affecting the
Developer, the conflict with which or breach of which would have a material, adverse
effect on the ability of the Developer to perform its respective obligations under the
Material Documents to which it is a party.
6. No governmental approval which has not been obtained or taken is required to be
obtained or taken by the Developer on or before the date hereof as a condition to the
performance by the Developer of its respective obligations under the Material Documents
to which it is a party, except for governmental approvals that may be required to comply
with certain covenants contained in the Material Documents (including, without
limitation, covenants to comply with applicable laws).
7. There are no actions, suits or proceedings pending or, to our knowledge, threatened
against the Developer identified in the Developer Certificate, or otherwise actually
known to the lawyers who have provided substantive attention to the representation
reflected in this opinion in any court of law or equity, or before or by any governmental
instrumentality with respect to: (i) its organization or existence or qualification to do
business in the State of Texas; (ii) its authority to execute or deliver the Material
Documents to which it is a party; (iii) the titles of the parties executing the Material
Documents; (iv) the execution, delivery, validity or enforceability of the Material
Documents on behalf of the Developer; (v) the operations or financial condition of the
Developer that would materially adversely affect those operations or the financial
condition of the Developer; or (vi) the acquisition and construction of the property and
improvements identified in the Limited Offering Memorandum the cost of which is to be
funded or reimbursed, in whole or in part, by proceeds of the Bonds; or with respect to
the validity or enforceability against it of such Material Documents or the transactions
described therein.
8. The Developer has duly executed and delivered each of the Material Documents to which
it is a party, and each of the Material Documents constitute the legal, valid, and binding
D-3
4163-4131-9528.6
obligations of the Developer, enforceable against the Developer in accordance with their
respective terms, subject to the following qualifications: (i) the effect of applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the
rights of creditors generally, and (ii) the effect of the exercise of judicial discretion in
accordance with general principles of equity (whether applied by a court of law or of
equity), and (iii) the effect that enforceability of the indemnification provisions therein
may be limited, in whole or in part. The execution, delivery, and performance by the
Developer of its respective obligations under the Material Documents do not violate any
existing laws of the State of Texas applicable to the Developer.
9. The execution and delivery of the Material Documents do not, and the transactions
described therein may be consummated and the terms and conditions thereof may be
observed and performed in a manner that does not, conflict with or constitute a breach of
or default under any loan agreement, indenture, bond note, resolution, agreement or other
instrument to which the Developer is a party or is otherwise subject and which have been
identified in the Developer Certificate, which violation, breach or default would
materially adversely affect the Developer or its performance of its respective obligations
under the transactions described in the Material Documents; nor will any such execution,
delivery, adoption, fulfillment, or compliance result in the creation or imposition of any
lien, charge, or other security interest or encumbrance of any nature whatsoever upon any
of the property or assets of the Developer, except as expressly described in the Material
Documents (a) under applicable law or (b) under any such loan agreement, indenture,
bond note, resolution, agreement, or other instrument.
10. The information set forth in the Limited Offering Memorandum in the maps and under
the captions and subcaptions "PLAN OF FINANCE" (except for "— The Bonds"), "THE
IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPERS AND PMB,"
"BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Improvements,
and the Development (as defined in the Limited Offering Memorandum))," "LEGAL
MATTERS — Litigation — The Developers," "CONTINUING DISCLOSURE — The
Developers," "CONTINUING DISCLOSURE — The Developers' Compliance with Prior
Undertakings," and SOURCES OF INFORMATION — Developers" adequately and fairly
describes the information summarized under such captions and are correct as to matters
of law.
Subject to the below qualifications and based upon our participation in the preparation of the
Limited Offering Memorandum and our participation at conferences with representatives of the
Underwriter and its counsel, of the City and its counsel, and with representatives of the
Developer at which the Limited Offering Memorandum and related matters were discussed, and
although we have not independently verified the information in the Limited Offering
Memorandum and are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Limited Offering Memorandum and
any amendment or supplement thereto, no facts have come to our attention that lead us to believe
that the information set forth under the captions referenced in the preceding paragraph as of the
date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue
statement of a material fact, or omitted or omits to state any material fact required to be stated
D-4
4163-4131-9528.6
therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
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4163-4131-9528.6
APPENDIX E-1
CLOSING CERTIFICATE OF IMPROVEMENT AREA #4 DEVELOPER
FW CLUB LP, a Texas limited partnership, and FW Maverick Development, LLC, a
Delaware limited liability company (together, the "Improvement Area #4 Developer"), DOES
HEREBY CERTIFY the following as of the date hereof All capitalized terms not otherwise
defined herein shall have the meaning given to such term in the Bond Purchase Agreement
related to the Bonds (defined herein) between the City (defined herein) and FMSbonds, Inc., the
underwriter of the Bonds.
1. The Improvement Area #4 Developer is a Texas limited partnership organized,
validly existing and in good standing under the laws of the State of Texas.
2. Representatives of the Improvement Area #4 Developer have provided
information to the City of Fort Worth, Texas (the "City") and FMSbonds, Inc. (the
"Underwriter") to be used in connection with the offering by the City of its $23,018,000
aggregate principal amount of Special Assessment Revenue Bonds, Series 2026 (Fort Worth
Public Improvement District No. 22 (Veale Ranch) Improvement Areas #4-5 Project)" (the
"Bonds"), pursuant to the Preliminary Limited Offering Memorandum, dated July 28, 2026 (the
"Preliminary Limited Offering Memorandum"), and Limited Offering Memorandum dated
August 11, 2026 (the "Limited Offering Memorandum").
3. The Improvement Area #4 Developer has delivered to the Underwriter and the
City true, correct, complete and fully executed copies of the Improvement Area #4 Developer's
organizational documents and such documents have not been amended or supplemented since
delivery to the Underwriter and the City and are in full force and effect as of the date hereof.
4. Within 10 days of the date hereof, the Improvement Area #4 Developer has
delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of
State, and (ii) verification of franchise tax account status from the Texas Comptroller of Public
Accounts for the Improvement Area #4 Developer.
5. The Improvement Area #4 Developer has executed and delivered each of the
below listed documents to which it is a party (individually, an "Improvement Area #4 Developer
Document" and collectively, the "Improvement Area #4 Developer Documents") in the capacity
provided for in each such Improvement Area #4 Developer Document, and each Improvement
Area #4 Developer Document constitutes a valid and binding obligation of the Improvement
Area #4 Developer, enforceable against the Improvement Area #4 Developer in accordance with
its terms:
(a) the Improvement Area #4 Developer's Letters of Representations dated
August 11, 2026;
(b) the Master Reimbursement Agreement;
(c) the Improvement Area #4 Reimbursement Agreement;
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4163-4131-9528.6
(d) the Development Agreement;
(e) the Landowner Consent Certificate of the Improvement Area #4
Developer; and
(f) the Continuing Disclosure Agreement of Developer.
6. The Improvement Area #4 Developer has complied in all material respects with
all of the Improvement Area #4 Developer's agreements and covenants and satisfied all
conditions required to be complied with or satisfied by the Improvement Area #4 Developer
under the Improvement Area #4 Developer Documents on or prior to the date hereof.
7. The representations and warranties of the Improvement Area #4 Developer
contained in the Improvement Area #4 Developer Documents are true and correct in all material
respects on and as of the date hereof.
8. The execution and delivery of the Improvement Area #4 Developer Documents
do not, and the transactions described therein may be consummated and the terms and conditions
thereof may be observed and performed in a manner that does not, violate any judgment, order,
writ, injunction or decree binding on the Improvement Area #4 Developer or conflict with or
constitute a breach of or default under any loan agreement, indenture, bond note, resolution,
agreement or other instrument to which the Improvement Area #4 Developer is a party or is
otherwise subject, which violation, breach or default would materially adversely affect the
Improvement Area #4 Developer or its performance of its respective obligations under the
transactions described in the Material Documents; nor will any such execution, delivery,
adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge, or
other security interest or encumbrance of any nature whatsoever upon any of the property or
assets of the Improvement Area #4 Developer, except as expressly described in the Improvement
Area #4 Developer Documents (a) under applicable law or (b) under any such loan agreement,
indenture, bond note, resolution, agreement, or other instrument.
9. There are no actions, suits or proceedings pending or, to our knowledge,
threatened against the Improvement Area #4 Developer in any court of law or equity, or before
or by any governmental instrumentality with respect to: (i) its organization or existence or
qualification to do business in the State of Texas; (ii) its authority to execute or deliver the
Improvement Area #4 Developer Documents to which it is a party; (iii) the titles of the parties
executing the Improvement Area #4 Developer Documents; (iv) the transactions contemplated
by, or the execution, delivery, validity or enforceability of the Improvement Area #4 Developer
Documents; (v) the ability of the Improvement Area #4 Developer to perform its obligations
under the Improvement Area #4 Developer Documents in all material respects; (vi) the
operations or financial condition of the Improvement Area #4 Developer or its managing
member that would materially adversely affect those operations or the financial condition of the
Improvement Area #4 Developer or its managing member; or (vii) the development of the
District in accordance with the description thereof in the Limited Offering Memorandum or the
acquisition the property and the construction of the Improvements identified in the Limited
Offering Memorandum.
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4163-4131-9528.6
10. The Improvement Area #4 Developer has reviewed and approved the information
contained in the Preliminary Limited Offering Memorandum in all of the maps included therein
and under the captions and subcaptions "PLAN OF FINANCE" (except for the subcaption "—
The Bonds"), "OVERLAPPING TAXES AND DEBT — Homeowners' Associations," "THE
IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPERS AND PMB," and, to the
Improvement Area #4 Developer's knowledge after due inquiry, under the captions
"BONDHOLDERS' RISKS" (only as it pertains to the Improvement Area #4 Developer, the
Improvements, and the Development, as defined in the Limited Offering Memorandum),
"LEGAL MATTERS — Litigation — The Developers," "CONTINUING DISCLOSURE — The
Developers" and " — The Developers' Compliance with Prior Undertakings," "SOURCES OF
INFORMATION — Developers," "APPENDIX E-2," "APPENDIX F," "APPENDIX G,"
"APPENDIX H," and "APPENDIX I" (but excluding all information related therein related to
Improvement Area #5 (as defined in the Limited Offering Memorandum) and the Improvement
Area #5 Developer) (collectively, the "Improvement Area #4 Developer Disclosures") and
certifies that the information contained in the Improvement Area #4 Developer Disclosures is
true and correct and does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light of the
circumstances under which they are made, not misleading, as of the date of the Preliminary
Limited Offering Memorandum and as of the date of the Limited Offering Memorandum;
provided, however, that the foregoing certification is not a certification as to the accuracy,
completeness or fairness of any of the other statements contained in the Preliminary Limited
Offering Memorandum.
11. The Improvement Area #4 Developer has reviewed and approved the information
contained in the Improvement Area #4 Developer Disclosures in the Limited Offering
Memorandum and certifies that the same is true and correct and does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they are made, not
misleading, as of the date of the Limited Offering Memorandum and as of the date hereof,
provided, however, that the foregoing certification is not a certification as to the accuracy,
completeness or fairness of any of the other statements contained in the Limited Offering
Memorandum.
12. The Improvement Area #4 Developer is in compliance in all material respects
with all provisions of applicable law relating to the Improvement Area #4 Developer in
connection with the Development. Except as otherwise described in the Limited Offering
Memorandum: (a) to the Improvement Area #4 Developer's knowledge, there is no default of
any zoning condition, land use permit or development agreement binding upon the Improvement
Area #4 Developer or any portion of the Development that would materially and adversely affect
the Improvement Area #4 Developer's ability to complete or cause to be completed the
development of Improvement Area #4 of the District as described in the Limited Offering
Memorandum; and (b) the Improvement Area #4 Developer has no reason to believe that any
additional permits, consents and licenses required to complete the development of Improvement
Area #4 of the District as and in the manner described in the Limited Offering Memorandum will
not be reasonably obtainable in due course.
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4163-4131-9528.6
13. The Improvement Area #4 Developer is not insolvent and has not made an
assignment for the benefit of creditors, filed, or consented to a petition in bankruptcy, petitioned
or applied (or consented to any third -party petition or application) to any tribunal for the
appointment of a custodian, receiver or any trustee or commenced any proceeding under any
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or
statute of any jurisdiction.
14. The levy of the Assessments on property in Improvement Area #4 of the District
will not conflict with or constitute a breach of or default under any agreement, mortgage, deed of
trust, indenture, or other instrument to which the Improvement Area #4 Developer is a party or to
which the Improvement Area #4 Developer or any of its property or assets is subject.
15. The Improvement Area #4 Developer is not in default under any mortgage, trust
indenture, lease, or other instrument to which it or any of its assets is subject, which default
would have a material and adverse effect on the Bonds or the Improvement Area #4 Developer's
ability to perform its obligations under the Improvement Area #4 Developer Documents.
16. The Improvement Area #4 Developer has no knowledge of any physical condition
of the Development owned or to be developed by the Improvement Area #4 Developer that
currently requires, or currently is reasonably expected to require in the process of development
investigation or remediation under any applicable federal, state, or local governmental laws or
regulations relating to the environment in any material and adverse respect.
17. No liens exist on land in Improvement Area #4 of the District on the date hereof.
Signature page follows.
E-1-4
4163-4131-9528.6
Dated: September 10, 2026
IMPROVEMENT AREA #4 DEVELOPER:
FW CLUB LP, a Texas limited partnership
By: PMB DLC FW GP, LLC, a Delaware limited
liability company, its general partner
By:
Name:
Title:
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:
Title:
E-5
4163-4131-9528.6
APPENDIX E-2
CLOSING CERTIFICATE OF IMPROVEMENT AREA #5 DEVELOPER
PMB VENTANA DEVELOPER SOUTH LLC, a Texas limited liability company, PMB
SWFW DEV CO MANAGER LLC, a Texas limited liability company (together, the
"Improvement Area #5 Developer"), DO EACH HEREBY CERTIFY the following as of the
date hereof. All capitalized terms not otherwise defined herein shall have the meaning given to
such term in the Bond Purchase Agreement related to the Bonds (defined herein) between the
City (defined herein) and FMSbonds, Inc., the underwriter of the Bonds.
1. Each of the Improvement Area #5 Developer is a Texas limited liability company
organized, validly existing and in good standing under the laws of the State of Texas.
2. Representatives of each of the Improvement Area #5 Developer have provided
information to the City of Fort Worth, Texas (the "City") and FMSbonds, Inc. (the
"Underwriter") to be used in connection with the offering by the City of its $23,018,000
aggregate principal amount of Special Assessment Revenue Bonds, Series 2026 (Fort Worth
Public Improvement District No. 22 (Veale Ranch) Improvement Areas #4-5 Project)" (the
"Bonds"), pursuant to the Preliminary Limited Offering Memorandum, dated July 28, 2026 (the
"Preliminary Limited Offering Memorandum"), and Limited Offering Memorandum dated
August 11, 2026 (the "Limited Offering Memorandum").
3. Each of The Improvement Area #5 Developer has delivered to the Underwriter
and the City true, correct, complete and fully executed copies of the Improvement Area #5
Developer's organizational documents and such documents have not been amended or
supplemented since delivery to the Underwriter and the City and are in full force and effect as of
the date hereof.
4. Within 10 days of the date hereof, each of the Improvement Area #5 Developer
has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary
of State, and (ii) verification of franchise tax account status from the Texas Comptroller of
Public Accounts for such Improvement Area #5 Developer.
5. Each of the Improvement Area #5 Developer has executed and delivered each of
the below listed documents to which it is a party (individually, an "Improvement Area #5
Developer Document" and collectively, the "Improvement Area #5 Developer Documents") in
the capacity provided for in each such Improvement Area #5 Developer Document, and each
Improvement Area #5 Developer Document constitutes a valid and binding obligation of such
Improvement Area #5 Developer, enforceable against such Improvement Area #5 Developer in
accordance with its terms:
(a) the Improvement Area #5 Developer's Letters of Representations dated
August 11, 2026;
(b) the Master Reimbursement Agreement;
(c) the Improvement Areas #5 Reimbursement Agreement;
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4163-4131-9528.6
(d) the Development Agreement;
(e) the Landowner Consent Certificate of each such Improvement Area #5
Developer; and
(f) the Continuing Disclosure Agreement of Developer.
6. The Improvement Area #5 Developer has complied in all material respects with
all of such Improvement Area #5 Developer's agreements and covenants and satisfied all
conditions required to be complied with or satisfied by such Improvement Area #5 Developer
under the Improvement Area #5 Developer Documents on or prior to the date hereof.
7. The representations and warranties of each Improvement Area #5 Developer
contained in the Improvement Area #5 Developer Documents are true and correct in all material
respects on and as of the date hereof.
8. The execution and delivery of the Improvement Area #5 Developer Documents
do not, and the transactions described therein may be consummated and the terms and conditions
thereof may be observed and performed in a manner that does not, violate any judgment, order,
writ, injunction or decree binding on such Improvement Area #5 Developer or conflict with or
constitute a breach of or default under any loan agreement, indenture, bond note, resolution,
agreement or other instrument to which such Improvement Area #5 Developer is a party or is
otherwise subject, which violation, breach or default would materially adversely affect such
Improvement Area #5 Developer or its performance of its respective obligations under the
transactions described in the Material Documents; nor will any such execution, delivery,
adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge, or
other security interest or encumbrance of any nature whatsoever upon any of the property or
assets of such Improvement Area #5 Developer, except as expressly described in the
Improvement Area #5 Developer Documents (a) under applicable law or (b) under any such loan
agreement, indenture, bond note, resolution, agreement, or other instrument.
9. There are no actions, suits or proceedings pending or, to our knowledge,
threatened against such Improvement Area #5 Developer in any court of law or equity, or before
or by any governmental instrumentality with respect to: (i) its organization or existence or
qualification to do business in the State of Texas; (ii) its authority to execute or deliver the
Improvement Area #5 Developer Documents to which it is a party; (iii) the titles of the parties
executing the Improvement Area #5 Developer Documents; (iv) the transactions contemplated
by, or the execution, delivery, validity or enforceability of the Improvement Area #5 Developer
Documents; (v) the ability of such Improvement Area #5 Developer to perform its obligations
under the Improvement Area #5 Developer Documents in all material respects; (vi) the
operations or financial condition of such Improvement Area #5 Developer or its managing
member that would materially adversely affect those operations or the financial condition of such
Improvement Area #5 Developer or its managing member; or (vii) the development of the
District in accordance with the description thereof in the Limited Offering Memorandum or the
acquisition the property and the construction of the Improvements identified in the Limited
Offering Memorandum.
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4163-4131-9528.6
10. Each Improvement Area #5 Developer has reviewed and approved the
information contained in the Preliminary Limited Offering Memorandum in all of the maps
included therein and under the captions and subcaptions "PLAN OF FINANCE" (except for the
subcaption "— The Bonds"), "OVERLAPPING TAXES AND DEBT — Homeowners'
Associations," "THE IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPERS
AND PMB," and, to such Improvement Area #5 Developer's knowledge after due inquiry, under
the captions "BONDHOLDERS' RISKS" (only as it pertains to the Improvement Area #5
Developer, the Improvements, and the Development, as defined in the Limited Offering
Memorandum), "LEGAL MATTERS — Litigation — The Developers," "CONTINUING
DISCLOSURE — The Developers" and " — The Developers' Compliance with Prior
Undertakings," "SOURCES OF INFORMATION — Developers," "APPENDIX E-2,"
"APPENDIX F," "APPENDIX G," "APPENDIX H," and "APPENDIX I" (but excluding all
information related therein related to Improvement Area #4 (as defined in the Limited Offering
Memorandum) and the Improvement Area #4 Developer) (collectively, the "Improvement Area
#5 Developer Disclosures") and certifies that the information contained in the Improvement Area
#5 Developer Disclosures is true and correct and does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they are made, not misleading, as of the date of
the Preliminary Limited Offering Memorandum and as of the date of the Limited Offering
Memorandum; provided, however, that the foregoing certification is not a certification as to the
accuracy, completeness or fairness of any of the other statements contained in the Preliminary
Limited Offering Memorandum.
11. Each Improvement Area #5 Developer has reviewed and approved the
information contained in the Improvement Area #5 Developer Disclosures in the Limited
Offering Memorandum and certifies that the same is true and correct and does not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they are made, not
misleading, as of the date of the Limited Offering Memorandum and as of the date hereof,
provided, however, that the foregoing certification is not a certification as to the accuracy,
completeness or fairness of any of the other statements contained in the Limited Offering
Memorandum.
12. Each Improvement Area #5 Developer is in compliance in all material respects
with all provisions of applicable law relating to such Improvement Area #5 Developer in
connection with the Development. Except as otherwise described in the Limited Offering
Memorandum: (a) to each Improvement Area #4 Developer's knowledge, there is no default of
any zoning condition, land use permit or development agreement binding upon such
Improvement Area #5 Developer or any portion of the Development that would materially and
adversely affect such Improvement Area #5 Developer's ability to complete or cause to be
completed the development of Improvement Area #5 of the District as described in the Limited
Offering Memorandum; and (b) such Improvement Area #5 Developer has no reason to believe
that any additional permits, consents and licenses required to complete the development of
Improvement Area #5 of the District as and in the manner described in the Limited Offering
Memorandum will not be reasonably obtainable in due course.
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4163-4131-9528.6
13. Such Improvement Area #5 Developer is not insolvent and has not made an
assignment for the benefit of creditors, filed, or consented to a petition in bankruptcy, petitioned
or applied (or consented to any third -party petition or application) to any tribunal for the
appointment of a custodian, receiver or any trustee or commenced any proceeding under any
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or
statute of any jurisdiction.
14. The levy of the Assessments on property in Improvement Area #5 of the District
will not conflict with or constitute a breach of or default under any agreement, mortgage, deed of
trust, indenture, or other instrument to which such Improvement Area #5 Developer is a party or
to which such Improvement Area #5 Developer or any of its property or assets is subject.
15. Such Improvement Area #5 Developer is not in default under any mortgage, trust
indenture, lease, or other instrument to which it or any of its assets is subject, which default
would have a material and adverse effect on the Bonds or such Improvement Area #5
Developer's ability to perform its obligations under the Improvement Area #5 Developer
Documents.
16. Such Improvement Area #5 Developer has no knowledge of any physical
condition of the Development owned or to be developed by the Improvement Area #5 Developer
that currently requires, or currently is reasonably expected to require in the process of
development investigation or remediation under any applicable federal, state, or local
governmental laws or regulations relating to the environment in any material and adverse
respect.
17. Other than the lien of Ceira Bank, no liens exist on land in Improvement Area #5
of the District on the date hereof.
Signature page follows.
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4163-4131-9528.6
Dated: September 10, 2026
IMPROVEMENT AREA #5 DEVELOPER:
PMB VENTANA DEVELOPER SOUTH LLC,
a Texas limited liability company
By: PMB Ventana Developer LLC, a Texas
limited liability company, its Manager
By: PB Ventana Manager, LLC, a Texas
limited liability company, its Manager
By:
Name: K. Taylor Baird
Title: Manager
PMB SWFW Dev Co Manager LLC,
a Texas limited liability company,
By:
Name: K. Taylor Baird
Title: Manager
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4163-4131-9528.6
APPENDIX F
[LETTERHEAD OF MUNICAP, INC.]
September 10, 2026
City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
McCall, Parkhurst & Horton L.L.P.
112 East Pecan St., Suite 1310
San Antonio, Texas 78205
Kelly Hart & Hallman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
BOKF, NA
5956 Sherry Lane, Suite 900
Dallas, Texas 75225
Re: City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2026 (Fort
Worth Public Improvement District No. 22 (Veale Ranch) Improvement Areas
#4-5 Project) (the "Bonds")
Ladies and Gentlemen:
The undersigned, an authorized representative of MuniCap, Inc. ("MuniCap," "we," or
"our"), consultant in connection with the creation by the City of Fort Worth, Texas (the "City"),
of Fort Worth Public Improvement District No. 22 (Veale Ranch) (the "District"), does hereby
represent the following:
1. MuniCap has supplied certain information contained in the Preliminary Limited
Offering Memorandum for the Bonds, dated July 28, 2026, and the final Limited Offering
Memorandum for the Bonds, dated August 11, 2026 (together, the "Limited Offering
Memorandum"), relating to the issuance of the Bonds by the City, as described above. The
information MuniCap provided for the Limited Offering Memorandum is located (a) under the
captions "ASSESSMENT PROCEDURES" and "THE ADMINISTRATOR," and (b) in the
Service and Assessment Plan (the "SAP") for the City located in APPENDIX C to the Limited
Offering Memorandum.
2. At the request of the City, MuniCap has prepared the SAP and acknowledges and
agrees that the SAP will be included in the Limited Offering Memorandum for the Bonds.
3. To our professional knowledge, the portions of the Limited Offering
Memorandum described in paragraph 1 above do not contain an untrue statement of a material
fact as to the information and data set forth therein and do not omit to state a material fact
necessary to make the statements made therein, in the light of the circumstances under which
they were made, not misleading.
F-1
4163-4131-9528.6
4. MuniCap agrees to the inclusion of the SAP in the Limited Offering
Memorandum and to the use of our name in the Limited Offering Memorandum for the Bonds.
5. MuniCap agrees that, to the best of our ability, we will inform you immediately
should we learn of any event(s) or information of which you are not aware subsequent to the date
of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or
about September 10, 2026) which would render any such information in the Limited Offering
Memorandum untrue, incomplete, or incorrect, in a material fact or render any such information
materially misleading.
6. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representations.
Sincerely yours,
MUNICAP, INC.
By:
Its:
F-2
4163-4131-9528.6
APPENDIX G
LETTERHEAD OF PEYCO SOUTHWEST REALTY, INC.
. 2026
City of Fort Worth, Texas FMSbonds, Inc.
100 Fort Worth Trail 5 Cowboys Way, Suite 300-25
Fort Worth, Texas 76102 Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P.
112 East Pecan St., Suite 1310
San Antonio, Texas 78205
Kelly Hart & Hallman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102
BOKF, NA
5956 Sherry Lane, Suite 900
Dallas, Texas 75225
Re: City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2026 (Fort
Worth Public Improvement District No. 22 (Veale Ranch) Improvement Areas
#4-5 Project) (the "Bonds")
Ladies and Gentlemen:
The undersigned, an authorized representative of Peyco Southwest Realty, Inc. (the
"Appraiser"), the appraiser of the property contained in Improvement Area #4 and Improvement
Area #5 of Fort Worth Public Improvement District No. 22 (Veale Ranch) (the "District"), does
hereby represent the following:
1. The Appraiser has supplied certain information contained in the Preliminary
Limited Offering Memorandum for the Bonds, dated July 28, 2026, and the Limited Offering
Memorandum for the Bonds, dated August 11, 2026 (together, the "Limited Offering
Memorandum"), relating to the issuance of the Bonds by the City of Fort Worth, Texas, as
described above. The information the Appraiser provided for the Limited Offering Memorandum
is the real estate appraisal of the property in Improvement Area #4 and Improvement Area #5 of
the District, located in APPENDIX J to the Limited Offering Memorandum, and the description
thereof, set forth under the caption "APPRAISAL."
2. To the best of my professional knowledge and belief, as of the date of my
appraisal report, the portion of the Limited Offering Memorandum described above does not
contain an untrue statement of a material fact as to the information and data set forth therein and
does not omit to state a material fact necessary to make the statements made therein, in the light
of the circumstances under which they were made, not misleading.
3. Appraiser agrees to the inclusion of the Appraisal in the Limited Offering
Memorandum and the use of its name in the Limited Offering Memorandum for the Bonds.
G-1
4163-4131-9528.6
4. Appraiser agrees that, to the best of its ability, it will inform you immediately
should it learn of any event(s) or information of which you are not aware subsequent to the date
of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or
about September 10, 2026) which would render any such information in the Limited Offering
Memorandum untrue, incomplete, or incorrect, in any material fact or render any statement in the
Appraisal materially misleading.
5. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representations.
Sincerely yours,
PEYCO SOUTHWEST REALTY, INC.
By:
Its:
G-2
4163-4131-9528.6
INDENTURE OF TRUST
By and Between
CITY OF FORT WORTH, TEXAS
and
BOKF, NA, as Trustee
DATED AS OF SEPTEMBER 1, 2026
SECURING
$23,018,000
CITY OF FORT WORTH, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026 (FORT WORTH PUBLIC
IMPROVEMENT DISTRICT NO. 22 (VEALE RANCH) IMPROVEMENT AREAS #4-5
PROJECT)
TABLE OF CONTENTS
Article I DEFINITIONS, FINDINGS AND INTERPRETATION....................................................
4
Section1.01
Definitions.............................................................................................................
4
Section1.02
Findings...............................................................................................................
13
Section 1.03
Table of Contents, Titles and Headings...............................................................
13
Section 1.04
Interpretation.......................................................................................................
13
ArticleII THE BONDS....................................................................................................................
13
Section 2.01
Security for the Bonds.........................................................................................
13
Section 2.02
Limited Obligations.............................................................................................
14
Section 2.03
Authorization for Indenture.................................................................................
14
Section 2.04
Contract with Owners and Trustee......................................................................
14
Article III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
BONDS.............................................................................................................................................
14
Section 3.01
Authorization of the Bonds..................................................................................
14
Section 3.02
Date, Denomination, Maturities, Numbers and Interest ......................................14
14
Section 3.03
Conditions Precedent to Delivery of Bonds ........................................................15
15
Section 3.04
Medium, Method and Place of Payment.............................................................
16
Section 3.05
Execution and Registration of Bonds..................................................................
17
Section3.06
Ownership............................................................................................................
17
Section 3.07
Registration, Transfer and Exchange...................................................................
18
Section3.08
Cancellation.........................................................................................................
19
Section 3.09
Temporary Bonds................................................................................................
19
Section 3.10
Replacement Bonds.............................................................................................
19
Section 3.11
Book -Entry Only System.....................................................................................
20
Section 3.12
Successor Securities Depository: Transfer Outside Book -Entry -Only System...
21
Section 3.13
Payments to Cede & Co.......................................................................................
21
Article IV REDEMPTION OF BONDS BEFORE MATURITY ....................................................
22
Section 4.01
Limitation on Redemption...................................................................................
22
Section 4.02
Mandatory Sinking Fund Redemption................................................................
22
Section 4.03
Optional Redemption...........................................................................................
22
Section 4.04
Extraordinary Optional Redemption...................................................................
22
Section 4.05
Partial Redemption..............................................................................................
23
Section 4.06
Notice of Redemption to Owners........................................................................
23
Section 4.07
Payment Upon Redemption.................................................................................
24
Section 4.08
Effect of Redemption...........................................................................................
24
Article V FORM OF THE BONDS..................................................................................................
25
i
Section 5.01
Form Generally....................................................................................................
25
Section 5.02
CUSIP Registration.............................................................................................
25
Section5.03
Legal Opinion......................................................................................................
25
Article VI FUNDS AND ACCOUNTS............................................................................................
25
Section 6.01
Establishment of Funds and Accounts.................................................................
25
Section 6.02
Initial Deposits to Funds and Accounts...............................................................
27
Section 6.03
Pledged Revenue Fund........................................................................................
27
Section6.04
Bond Fund...........................................................................................................
28
Section6.05
Project Fund.........................................................................................................
29
Section 6.06
Redemption Fund................................................................................................
31
Section6.07
Reserve Fund.......................................................................................................
31
Section 6.08
Rebate Fund: Rebate Amount..............................................................................
33
Section 6.09
Administrative Fund............................................................................................
34
Section 6.10
Investment of Funds............................................................................................
34
Section 6.11
Security of Funds.................................................................................................
36
ArticleVII COVENANTS..................................................................................................................
36
Section 7.01
Confirmation of Assessments..............................................................................
36
Section 7.02
Collection and Enforcement of Assessments......................................................
36
Section 7.03
Against Encumbrances........................................................................................
37
Section 7.04
Records, Accounts, Accounting Reports.............................................................
37
Section 7.05
Covenants to Maintain Tax -Exempt Status.........................................................
37
Article VIII LIABILITY
OF CITY..................................................................................................
40
Article IX THE
TRUSTEE...............................................................................................................
41
Section 9.01
Trustee as Paying Agent/Registrar......................................................................
41
Section 9.02
Trustee Entitled to Indemnity..............................................................................
41
Section 9.03
Responsibilities of the Trustee............................................................................
42
Section 9.04
Property Held in Trust.........................................................................................
46
Section 9.05
Trustee Protected in Relying on Certain Documents ..........................................46
46
Section9.06
Compensation......................................................................................................
47
Section9.07
Permitted Acts.....................................................................................................
47
Section 9.08
Resignation of Trustee.........................................................................................
47
Section 9.09
Removal of Trustee.............................................................................................
47
Section 9.10
Successor Trustee................................................................................................
48
Section 9.11
Transfer of Rights and Property to Successor Trustee ........................................49
49
Section 9.12
Merger, Conversion or Consolidation of Trustee ................................................49
49
11
Section 9.13
Trustee to File Continuation Statements.............................................................
49
Section 9.14
Construction of Indenture....................................................................................
49
Article X MODIFICATION OR AMENDMENT OF THIS INDENTURE ....................................50
50
Section 10.01
Amendments Permitted.......................................................................................
50
Section 10.02
Owners' Meetings...............................................................................................
51
Section 10.03
Procedure for Amendment with Written Consent of Owners .............................
51
Section 10.04
Procedure for Amendment Not Requiring Owner Consent ................................52
52
Section 10.05
Effect of Supplemental Indenture.......................................................................
52
Section 10.06
Endorsement or Replacement of Bonds Issued After Amendments ...................52
52
Section 10.07
Amendatory Endorsement of Bonds...................................................................
52
Section 10.08
Waiver of Default...............................................................................................
53
Section 10.09
Execution of Supplemental Indenture.................................................................
53
Article XI DEFAULT
AND REMEDIES........................................................................................
53
Section 11.01
Events of Default................................................................................................
53
Section 11.02
Immediate Remedies for Default........................................................................
54
Section 11.03
Restriction on Owner's Action...........................................................................
55
Section 11.04
Application of Revenues and Other Moneys After Default ................................55
55
Section 11.05
Effect of Waiver..................................................................................................
56
Section 11.06
Evidence of Ownership of Bonds.......................................................................
56
Section 11.07
No Acceleration..................................................................................................
57
Section 11.08
Mailing of Notice................................................................................................
57
Section 11.09
Exclusion of Bonds.............................................................................................
57
Article XII GENERAL COVENANTS AND REPRESENTATIONS ............................................
57
Section 12.01
Representations as to Trust Estate......................................................................
57
Section 12.02
Accounts, Periodic Reports and Certificates.......................................................
58
Section12.03
General................................................................................................................
5 8
Article XIII SPECIAL COVENANTS.............................................................................................
58
Section 13.01
Further Assurances; Due Performance...............................................................
58
Section 13.02
Additional Obligations or Other Liens...............................................................
58
Section 13.03
Books of Record.................................................................................................
59
Article XIV PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF
THEINDENTURE...........................................................................................................................
59
Section 14.01
Trust Irrevocable.................................................................................................
59
Section 14.02
Satisfaction of Indenture.....................................................................................
59
Section 14.03
Bonds Deemed Paid............................................................................................
60
Article XV MISCELLANEOUS......................................................................................................
60
iii
Section 15.01
Benefits of Indenture Limited to Parties.............................................................
60
Section 15.02
Successor is Deemed Included in All References to Predecessor ......................
60
Section 15.03
Execution of Documents and Proof of Ownership by Owners ...........................
61
Section 15.04
No Waiver of Personal Liability.........................................................................
61
Section 15.05
Notices to and Demands on City and Trustee .....................................................61
61
Section 15.06
Partial Invalidity..................................................................................................
63
Section 15.07
Applicable Laws.................................................................................................
63
Section 15.08
Payment on Business Day...................................................................................
63
Section 15.09
Reimbursement Agreement................................................................................
63
Section 15.10
Counterparts........................................................................................................
63
Section 15.11
Verifications of Statutory Representations and Covenants ................................64
64
EXHIBIT A.......................................................................................................... FORM OF BOND
iv
INDENTURE OF TRUST
THIS INDENTURE, dated as of September 1, 2026, is by and between the CITY OF FORT
WORTH, TEXAS (the "City"), and BOKF, NA, a national banking association, as trustee (together
with its successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting
clauses and not otherwise defined shall have the meanings assigned thereto in Article I.
WHEREAS, on June 5, 2023, a petition (the "Petition") was submitted and filed with the City
Secretary of the City (the "City Secretary") pursuant to the Public Improvement District Assessment
Act, Texas Local Government Code, Chapter 372, as amended (the "PID Act"), requesting the
creation of a public improvement district located in both the corporate limits and extraterritorial
jurisdiction of the City to be known as Fort Worth Public Improvement District No. 22 (Veale Ranch)
(the "District"); and
WHEREAS, the Petition contained the signatures of the owners of taxable real property
representing more than fifty percent of the appraised value of taxable real property liable for
assessment within the District, as determined by the then current ad valorem tax rolls of the Tarrant
County and Parker County Appraisal Districts, and the signatures of the record owners of real
property liable for assessment within the District who (a) constitute more than fifty percent of all
such owners and (b) own taxable real property that constitutes more than fifty percent of the area of
all such property that is liable for assessment by the District; and
WHEREAS, on June 27, 2023, the City Council of the City (the "City Council") adopted
Resolution No. 5766- 06- 2023 accepting the Petition and calling a public hearing (the "Creation
Hearing") on (i) the advisability of the improvement projects and services described in the Petition
as required by Section 372.009 of the PID Act and (ii) the creation of the District, to be held on
August 8, 2023; and
WHEREAS, on August 8, 2023, after due notice, the City Council (i) opened, held and closed
the Creation Hearing, (ii) made the findings required by Section 372.009(b) of the PID Act and (iii)
adopted Resolution No. 5782-08-2023 (the "Creation Resolution") authorizing the creation of the
District in accordance with its finding as to the advisability of the improvement projects and services
described in the Petition; and
WHEREAS, on August 11, 2023 and August 14, 2023, the City Secretary filed a copy of the
Creation Resolution with the Parker County Clerk and the Tarrant County Clerk, respectively, as
required by Section 372.010(b) of the PID Act; and
WHEREAS, no written protests of the District from any owners of record of property within
the District were filed with the City Secretary within 20 days after the effective date of the Creation
Resolution; and
WHEREAS, on March 10, 2026, the City Council made findings and determinations relating
to the Project Costs, received and accepted a preliminary service and assessment plan and proposed
assessment rolls, called a public hearing for April 28, 2026 (the "Assessment Hearing") and directed
City staff to (i) file said proposed assessment rolls with the City Secretary and to make it available
1
for public inspection as required by Section 372.016(b) of the PID Act, and (ii) publish and mail such
notice relating to the Assessment Hearing as required by Section 372.016(c) of the PID Act; and
WHEREAS, pursuant to Section 372.016(b) of the PID Act, the City published notice of the
Assessment Hearing in a newspaper of general circulation in the City and in the part of the City's
extraterritorial jurisdiction in which the District is located, to consider the proposed Service and
Assessment Plan and the Assessment Rolls and the levy of the Assessments on the Assessed Property,
and, pursuant to Section 372.016(c) of the PID Act, the City mailed notice of the Assessment Hearing
to consider the proposed Service and Assessment Plan and the Assessment Rolls and the levy of the
Assessments on the Assessed Property to the last known address of the owners of the property liable
for the Assessments; and
WHEREAS, the City Council convened the Assessment Hearing on April 28, 2026, at which
all persons who appeared, or requested to appear, in person or by their attorney, were given the
opportunity to contend for or contest the proposed Service and Assessment Plan, the proposed
Assessment Rolls and the Assessments, and to offer testimony pertinent to any issue presented on
the amount of the Assessments, the allocation of estimated costs of the Improvements, the purposes
of the Assessments, the special benefits of the Improvements, and the penalties and interest on
Annual Installments and on delinquent Annual Installments of the Assessments, and there were no
written objections or evidence submitted to the City Secretary in opposition to the Service and
Assessment Plan, the allocation of estimated costs of the Improvements, the Assessment Rolls, or
the levy of the Assessments; and
WHEREAS, the City Council closed the Assessment Hearing, and, after considering all
written and documentary evidence presented at the Assessment Hearing, including all written
comments and statements filed with the City, the City adopted the Assessment Ordinance, which
levied the Assessments and approved the Service and Assessment Plan, in conformity with the
requirements of the PID Act; and
WHEREAS, the City Council is authorized by the PID Act to issue its revenue bonds payable
from the Assessments for the purposes of (i) paying a portion of the Project Costs, (ii) funding the
Reserve Fund for payment of principal of and interest on the Bonds, and (iii) paying costs of issuance
of the Bonds; and
WHEREAS, the City Council now desires to issue revenue bonds, in accordance with the
PID Act, with such bonds to be entitled "City of Fort Worth, Texas, Special Assessment Revenue
Bonds, Series 2026 (Fort Worth Public Improvement District No. 22 (Veale Ranch) Improvement
Areas #4-5 Project)", and such Bonds being payable as provided in this Indenture; and
WHEREAS, the Trustee has agreed to accept the trusts herein created and to serve as Trustee
upon the terms set forth in this Indenture;
NOW, THEREFORE, the City, in consideration of the foregoing premises and acceptance by
the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds by the Owners
thereof, and of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER
to the Trustee for the benefit of the Owners, a first lien on, security interest in and pledge of all of
the moneys, rights and properties described in the Granting Clauses hereof, as follows (collectively,
2
the "Trust Estate"):
FIRST GRANTING CLAUSE
The Pledged Revenues, as herein defined, and all moneys and investments held in the Pledged
Funds, including any and all proceeds thereof and any contract or any evidence of indebtedness
related thereto or other rights of the City to receive any of such moneys or investments, whether now
existing or hereafter coming into existence, and whether now or hereafter acquired; and
SECOND GRANTING CLAUSE
Any and all other property or money of every name and nature which is, from time to time
hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the
Trustee as additional security hereunder by the City or by anyone on its behalf or with its written
consent, and the Trustee is hereby authorized to receive any and all such property or money at any
and all times and to hold and apply the same subject to the terms thereof,
TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired, unto
the Trustee and its successors or assigns;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of
all present and future Owners of the Bonds from time to time issued under and secured by this
Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and for
the performance of and compliance with the obligations, covenants, and conditions of this Indenture;
PROVIDED, HOWEVER, that if and to the extent Assessments have been prepaid, the lien
on Assessed Property associated with such Prepayment of Assessments shall be released, and the
rights of the Trustee and the Owners under this Indenture to proceed against the City for the purpose
of protecting and enforcing the rights of the Owners with respect to such released Assessed Property
shall terminate;
PROVIDED, FURTHER, HOWEVER, if the City or its assigns shall well and truly pay, or
cause to be paid, the principal of and interest on or Redemption Price of all the Bonds at the times
and in the manner stated in the Bonds, according to the true intent and meaning thereof, then this
Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture
is to be and remain in full force and effect; and
IN ADDITION, the Bonds are special, limited obligations of the City payable solely from a
first lien on, security interest in, and pledge of the Trust Estate, as and to the extent provided in this
Indenture. The Bonds do not give rise to a charge against the general credit or taxing powers of the
City and are not payable except as provided in this Indenture. Notwithstanding anything to the
contrary herein, the Owners of the Bonds shall never have the right to demand payment thereof out
of any assets of the City other than the Trust Estate. The City shall have no legal or moral obligation
to pay for the Bonds out of any assets of the City other than the Trust Estate.
THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds
issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate
hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and subject to
3
the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter
expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the
Trustee and with the respective Owners from time to time of the Bonds as follows:
Article I
DEFINITIONS, FINDINGS AND INTERPRETATION
Section 1.01 Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in this
Indenture, the following terms shall have the meanings specified below:
"Account", in the singular, means any of the accounts established pursuant to Section 6.01 of
this Indenture, and "Accounts", in the plural, means, collectively, all the accounts established
pursuant to Section 6.01 of this Indenture.
"Actual Costs" means, with respect to Improvement Area #4 Improvements & Improvement
Area #5 Improvements, the demonstrated, reasonable, allocable, and allowable costs of constructing
such Improvement Area #4 Improvements & Improvement Area #5 Improvements. Actual Costs may
include (i) the costs incurred for the design, planning, financing, administration/management,
acquisition, installation, construction and/or implementation of such Improvement Area #4
Improvements & Improvement Area #5 Improvements, (ii) the costs incurred in preparing the
construction plans for such Improvement Area #4 Improvements & Improvement Area #5
Improvements, (iii) the fees paid for obtaining permits, licenses or other governmental approvals for
such Improvement Area #4 Improvements & Improvement Area #5 Improvements, (iv) the costs
incurred for external professional costs, such as engineering, geotechnical, surveying, land planning,
architectural landscapers, appraisals, legal, accounting and similar professional services, taxes
(property and franchise) related to the Improvement Area #4 Improvements & Improvement Area #5
Improvements, (v) all labor, bonds and materials, including equipment and fixtures, incurred by
contractors, builders and materialmen in connection with the acquisition, construction or
implementation of the Improvement Area #4 Improvements & Improvement Area #5 Improvements,
and (vi) all related permitting, zoning and authorized approval expenses; architectural, engineering,
legal and consulting fees; financing charges; taxes; governmental fees and charges; insurance
premiums and miscellaneous expenses.
"Additional Interest" means the amount collected by application of the Additional Interest
Rate.
"Additional Interest Rate" means the 0.50% additional interest rate charged on the
Assessments pursuant to Section 372.018 of the PD Act.
"Additional Interest Reserve Account" means the reserve account established pursuant to
Section 6.01 and administered in accordance with the provisions of Section 6.07 of this Indenture.
"Additional Interest Reserve Requirement" means an amount equal to 5.5% of the principal
amount of the Outstanding Bonds to be funded from Assessment Revenues to be deposited to the
Pledged Revenue Fund and transferred to the Additional Interest Reserve Account.
ri
"Additional Obligations" means any bonds or obligations, including specifically, any
installment contracts, reimbursement agreements, temporary notes or time warrants secured in whole
or in part by an assessment, other than the Assessments securing the Bonds, levied against property
within the District in accordance with the PID Act.
"Administrative Expenses" means the administrative, organizational, maintenance and
operation costs and expenses associated with, or incident to, the administration, organization,
maintenance and operation of the District, including, but not limited to, the costs of (i) legal counsel,
engineers, accountants, financial advisors, investment bankers or other consultants and advisors,
(ii) creating and organizing the District and preparing the Assessment Rolls, (iii) computing, levying,
collecting and transmitting the Assessments or the Annual Installments thereof, (iv) maintaining the
record of Assessments, including payments, reallocations and/or cancellations of the Assessments or
Annual Installments thereof, (v) issuing, making debt service payments on, and redeeming the Bonds,
(vi) investing or depositing the Assessments or other monies, (vii) complying with the PID Act with
respect to the District, (viii) paying the Trustee's fees and expenses (including the fees and expenses
of its legal counsel) related to the Bonds, and (ix) City costs of administering the construction of that
portion of the Improvements to be funded with proceeds of the Bonds. Administrative Expenses do
not include the amounts for payment of the actual principal of, redemption premium, if any, and
interest on the Bonds. Annual Administrative Expenses collected and not expended shall be carried
forward and applied to reduce Administrative Expenses in subsequent years to avoid over collection.
"Administrative Fund' means that Fund established by Section 6.01 and administered
pursuant to Section 6.09 hereof.
"Administrator" means an employee of the City or third -party designee of the City who shall
have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other
agreement or document approved by the City related to the duties and responsibilities of the
administration of the District. The initial Administrator is MuniCap, Inc.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled
(including by reason of Sinking Fund Installments), and (ii) the principal amount of the Outstanding
Bonds due in such Bond Year (including any Sinking Fund Installments due in such Bond Year).
"Annual Installment" means, with respect to each Parcel of Assessed Property, each annual
payment of the (i) Assessments (including the principal of and interest thereon) as shown on the
applicable Assessment Roll attached to the Service and Assessment Plan (or any Annual Service Plan
Update); (ii) Administrative Expenses; and (iii) Additional Interest.
"Annual Service Plan Update" means an update to the Service and Assessment Plan prepared
no less frequently than annually by the Administrator and approved by the City Council.
"Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations,
and any amendments thereto, of the State or of the United States, by which the City and its powers,
securities, operations, and procedures are, or may be, governed or from which its powers may be
derived.
"Assessed Property" means, collectively, the Improvement Area #4 Assessed Property and
the Improvement Area #5 Assessed Property.
"Assessment Ordinance" means Ordinance No. 28474-04-2026 adopted by the City Council
on April 28, 2026, that levied (i) the Improvement Area #4 Assessments on the Improvement Area
#4 Assessed Property and (ii) the Improvement Area #5 Assessments on the Improvement Area #5
Assessed Property.
"Assessment Revenue" means monies collected by or on behalf of the City from the collection
of Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds.
"Assessment Rolls" means, collectively, the Improvement Area #4 Assessment Roll and the
Improvement Area #5 Assessment Roll.
"Assessments" means, collectively, the Improvement Area #4 Assessments and the
Improvement Area #5 Assessments.
"Attorney General" means the Attorney General of the State.
"Authorized Denomination" means $5,000 and any integral multiple of $1,000 in excess
thereof, provided, however, that if the total principal amount of any Outstanding Bond is less than
$5,000, then the Authorized Denomination of such Outstanding Bond shall be the amount of such
Outstanding Bond.
"Authorized Improvements" means improvements authorized by Section 372.003 of the PD
Act, including those described in the Service and Assessment Plan.
`Bond' means any of the Bonds.
"Bond Fund' means the Fund of such name established pursuant to Section 6.01 and
administered as provided in Section 6.04.
"Bond Improvement Accounts" means, collectively, the Improvement Area #4 Bond
Improvement Account and the Improvement Area #5 Bond Improvement Account.
"Bond Ordinance" means Ordinance No. [ ] adopted by the City Council on August 11, 2026
authorizing the issuance of the Bonds pursuant to this Indenture.
"Bond Pledged Revenue Account" means the Account of such name established pursuant to
Section 6.01.
"Bond Year" means the one-year period beginning on September 2 in each year and ending
on September 1 in the following year.
"Bonds" means the City's bonds authorized to be issued by Section 3.01 of this Indenture
entitled "City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2026 (Fort Worth
Public Improvement District No. 22 (Veale Ranch) Improvement Areas #4-5 Project)" and, in the
event the City issues Refunding Bonds pursuant to Section 13.02 hereof, the term "Bonds" shall
include such Refunding Bonds.
I
"Business Day" means any day other than a Saturday, Sunday or legal holiday in the State
observed as such by the City or the Trustee or any national holiday observed by the Trustee.
"Certificate for Payment" means a certificate substantially in the form of Exhibit II to the
Reimbursement Agreements or otherwise approved by the Developer and a City Representative
executed by the Developer and approved by a City Representative, delivered to a City Representative
and the Trustee specifying the amount of work performed related to the Improvements and the Project
Costs, and requesting payment for the Project Costs from money on deposit in the Bond Improvement
Accounts of the Project Fund as further described in the Reimbursement Agreements and Section
6.05 herein.
"City Certificate" means a certificate signed by the City Representative and delivered to the
Trustee.
"City Representative" means any official or agent of the City authorized by the City Council
to undertake the action referenced herein. As of the date hereof, the City Manager, the Chief Financial
Officer / Director of Financial Management Services and/or their respective designees are the
authorized City Representatives.
"Closing Disbursement Request" means a certificate in substantially the form of Exhibit III
to the Reimbursement Agreements or otherwise approved by the Developer and a City Representative
executed by the Developer and approved by a City Representative, delivered to a City Representative
and the Trustee specifying the amount of work performed related to the Improvements and the Project
Costs, and requesting payment at closing for the Project Costs from money on deposit in the Bond
Improvement Accounts of the Project Fund as further described in the Reimbursement Agreement.
"Co -Bond Counsel" means McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman
LLP or any other attorney or firm of attorneys designated by the City that are nationally recognized
for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by
public entities.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
"Comptroller" means the Comptroller of Public Accounts of the State.
"Costs ofIssuance Account" means the Account of such name established pursuant to Section
6.01.
"Defeasance Securities" means Investment Securities then authorized by applicable law for
the investment of funds to defease public securities.
"Delinquent Collection Costs" means the costs related to the foreclosure on a Parcel of
Assessed Property and the costs of collection of a delinquent Assessment or any other delinquent
amounts due under the Service and Assessment Plan, all in accordance with the PD Act, including
penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest
and penalty interest.
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"Delivery Date" means the date of the initial delivery of and payment for the Bonds.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named in this Indenture, the transfer/payment office located in Dallas, Texas, or such
other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying
Agent/Registrar, the office of such successor designated and located as may be agreed upon by the
City and such successor.
"Developer" shall have the meaning assigned to the term "Developer" in the Service and
Assessment Plan.
"Development Agreement" shall have the meaning assigned to such term in the Service and
Assessment Plan.
"DTC" shall mean The Depository Trust Company of New York, New York, or any successor
securities depository.
"DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities to
facilitate the clearance and settlement of securities transactions among DTC Participants.
"Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received
by the City from the enforcement of the Assessments against any Parcel of Assessed Property,
whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs.
"Fund' means any of the funds established pursuant to Section 6.01 of this Indenture.
"Improvement Area #4" means the improvement area to be developed as generally shown in
Appendix A-2 to the Service and Assessment Plan, and as specifically depicted and described as the
sum of all Parcels shown in Appendix G to the Service and Assessment Plan.
"Improvement Area #4 Assessed Property" means the Parcels of land located within
Improvement Area #4 of the District against which an Improvement Area #4 Assessment is levied
by the Assessment Ordinance in accordance with the Service and Assessment Plan.
"Improvement Area #4 Assessment" means the assessment levied against Improvement Area
#4 Assessed Property pursuant to the Assessment Ordinance.
"Improvement Area #4 Assessment Rolf" means the Improvement Area #4 Assessment Roll
attached as Appendix G to the Service and Assessment Plan, as updated, modified or amended from
time to time.
"Improvement Area #4 Bond Improvement Account" means the Account of such name
established pursuant to Section 6.01.
"Improvement Area #4 Improvements" means the Authorized Improvements which only
benefit Improvement Area #4 Assessed Property and are described in Section III.B to the Service
and Assessment Plan.
"Improvement Area #4 Project Costs" means the Actual Costs solely for the Improvement
Area #4 Improvements.
"Improvement Area #4 Reimbursement Agreement" means the "Fort Worth Public
Improvement District No. 22 (Veale Ranch) Public Improvement District Improvement Area #4
Reimbursement Agreement" by and between the City and the Developer dated to be effective as of
April 28, 2026.
"Improvement Area #5" means the improvement area to be developed as generally shown in
Appendix A-3 to the Service and Assessment Plan, and as specifically depicted and described as the
sum of all Parcels shown in Appendix H to the Service and Assessment Plan.
"Improvement Area #5 Assessed Property" means the Parcels of land located within
Improvement Area #5 of the District against which an Improvement Area #5 Assessment is levied
by the Assessment Ordinance in accordance with the Service and Assessment Plan.
"Improvement Area #5 Assessment" means the assessment levied against Improvement Area
#5 Assessed Property pursuant to the Assessment Ordinance.
"Improvement Area #5 Assessment Rolf" means the Improvement Area #5 Assessment Roll
attached as Appendix H to the Service and Assessment Plan, as updated, modified or amended from
time to time.
"Improvement Area #5 Bond Improvement Account" means the Account of such name
established pursuant to Section 6.01.
"Improvement Area #5 Improvements" means the Authorized Improvements which only
benefit Improvement Area #5 Assessed Property and are described in Section III.C to the Service
and Assessment Plan.
"Improvement Area #5 Project Costs" means the Actual Costs solely for the Improvement
Area #5 Improvements.
"Improvement Area #5 Reimbursement Agreement" means the "Fort Worth Public
Improvement District No. 22 (Veale Ranch) Public Improvement District Improvement Area #5
Reimbursement Agreement" by and between the City and the Developer dated to be effective as of
April 28, 2026.
"Improvements" means, collectively, the Improvement Area #4 Improvements and the
Improvement Area #5 Improvements.
"Indenture" means this Indenture of Trust as originally executed or as it may be from
time to time supplemented or amended by one or more indentures supplemental hereto and
entered into pursuant to the applicable provisions hereof.
"Independent Financial Consultant" means any consultant or firm of such consultants
appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have
experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in fact
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independent and not under the domination of the City; (iii) does not have any substantial interest,
direct or indirect, with or in the City, or any owner of real property in the District, or any real property
in the District; and (iv) is not connected with the City as an officer or employee of the City, but who
may be regularly retained to make reports to the City.
"Initial Bond' means the Initial Bond as set forth in Exhibit A to this Indenture.
"Interest Payment Date" means the date or dates upon which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being on
March 1 and September 1 of each year, commencing on March 1, 2027.
"Investment Securities" means those authorized investments described in the Public Funds
Investment Act, Texas Government Code, Chapter 2256, as amended; and provided further
investments are, at the time made, included in and authorized by the City's official investment policy
as approved by the City Council from time to time.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year
after the calculation is made through the final maturity date of any Outstanding Bonds.
"Outstanding" means, as of any particular date when used with reference to the Bonds, all
Bonds authenticated and delivered under this Indenture except (i) any Bond that has been canceled
by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any
Bond for which the payment of the principal or Redemption Price of and interest on such Bond, shall
have been made as provided in Article IV, (iii) any Bond in lieu of or in substitution for which a new
Bond shall have been authenticated and delivered pursuant to Section 3.10 herein, and any Bond
alleged to have been mutilated, destroyed, lost or stolen, but which have been paid as provided in
this Indenture.
"Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in the
Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book -entry
only form and held by DTC as securities depository in accordance with Section 3.11 herein.
"Parcel" means a parcel within the District that is identified by either a tax map identification
number assigned by the central appraisal district for the applicable county (Tarrant County, Texas,
or Parker County, Texas), for real property tax purposes or by lot and block number in a final
subdivision plat recorded in the real property records of the county.
"Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in
this Indenture.
"Person" or "Persons" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"PID Act" means Texas Local Government Code, Chapter 372, as amended.
"Pledged Funds" means the Pledged Revenue Fund, the Bond Fund, the Project Fund, the
Reserve Fund, and the Redemption Fund.
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"Pledged Revenue Fund' means that Fund of such name established pursuant to Section 6.01
and administered pursuant to Section 6.03 herein.
"Pledged Revenues" means the sum of (i) Assessment Revenue less the Administrative
Expenses and Delinquent Collection Costs, (ii) the moneys held in any of the Pledged Funds, and
(iii) any additional revenues that the City may pledge to the payment of Bonds.
"Prepayment" means the payment of all or a portion of an Assessment before the due date
thereof.
"Principal and Interest Account" means the Account of such name established pursuant to
Section 6.01.
"Project Costs" means the Improvement Area #4 Project Costs and the Improvement Area
#5 Project Costs.
"Project Fund" means that fund of such name established pursuant to Section 6.01 and
administered pursuant to Section 6.05 herein.
"Purchase Agreement" means the Bond Purchase Agreement between the City and the
Underwriter, executed in connection with the sale of the Bonds.
"Rating Agency" means any nationally recognized securities rating agency.
"Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the
Treasury Regulations.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Treasury Regulations.
"Rebate Fund' means that Fund of such name that may be established pursuant to Section
6.01 and administered pursuant to Section 6.08 herein.
"Record Date" means the close of business on the fifteenth calendar day (whether or not a
Business Day) of the month next preceding an Interest Payment Date.
"Redemption Fund' means that Fund of such name established pursuant to Section 6.01 and
administered pursuant to Section 6.06 herein.
"Redemption Price" means, when used with respect to any Bond or portion thereof, the
amount of par plus accrued and unpaid interest to the date of redemption.
"Refunding Bonds" means bonds issued to refund all or any portion of any Outstanding Bonds
that are payable from and secured by a parity lien on the Trust Estate, and such Refunding Bonds and
any Bonds that remain Outstanding following the issuance of such Refunding Bonds shall be equally
and ratably secured by a parity lien on the Trust Estate in all respects, all as more specifically
described in the indenture authorizing such Refunding Bonds.
"Reimbursement Agreements" means the Improvement Area #4 Reimbursement Agreement
and the Improvement Area #5 Reimbursement Agreement.
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"Register" means the register specified in Article III of this Indenture.
"Reserve Account" means the Account of such name established pursuant to Section 6.01.
"Reserve Account Requirement" for the Bonds means the least of (i) Maximum Annual Debt
Service on the Bonds as of the Delivery Date of the Bonds, (ii) 125% of average Annual Debt Service
on the Bonds as of the Delivery Date of the Bonds, or (iii) 10% of the lesser of the principal amount
of the Outstanding Bonds or the original issue price of the Bonds. As of the Delivery Date, the
Reserve Account Requirement is $1,651,748.69.
"Reserve Fund' means that Fund of such name established pursuant to Section 6.01 and
administered in Section 6.07 herein.
"Service and Assessment Plan" means the "Fort Worth Public Improvement District No. 22
(Veale Ranch) Service and Assessment Plan" dated June 23, 2026, as amended, updated, and/or
restated by an Annual Service Plan Update or otherwise.
"Sinking Fund Installment" means the amount of money to redeem or pay at maturity the
principal of Bonds payable from such installments at the times and in the amounts provided in Section
4.02 herein.
"State" means the State of Texas.
"Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable, are
scheduled to mature without regard to any redemption or Prepayment.
"Supplemental Indenture" means an indenture which has been duly executed by the Trustee
and the City Representative pursuant to an ordinance adopted by the City Council and which
indenture amends or supplements this Indenture, but only if and to the extent that such indenture is
specifically authorized hereunder.
"Tax Certificate" means the Certificate as to Tax Exemption delivered by the City on the
Delivery Date for the Bonds setting forth the facts, estimates and circumstances in existence on the
Delivery Date which establish that it is not expected that the proceeds of the Bonds will be used in a
manner that would cause the interest on such Bonds to be included in the gross income of the Owners
thereof for Federal income tax purposes.
"Treasury Regulations" has the meaning set forth in Section 7.05(c) herein.
"Just Estate" means the Trust Estate described in the granting clauses of this Indenture.
"Trustee" means BOKF, NA, a national banking association, and its successors, and any other
corporation or association that may at any time be substituted in its place, as provided in Article IX,
such entity to serve as Trustee and Paying Agent/Registrar for the Bonds.
"Underwriter" means FMSbonds, Inc.
"Value of Investment Securities" means the lower of the cost of or the market value of
Investment Securities.
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Section 1.02 Findings.
The declarations, determinations, and findings declared, made and found in the preamble to
this Indenture are hereby adopted, restated, and made a part of the operative provisions hereof.
Section 1.03 Table of Contents, Titles and Headings.
The table of contents, titles, and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only and are not to be considered a part hereof and shall
not in any way modify or restrict any of the terms or provisions hereof and shall never be considered
or given any effect in construing this Indenture or any provision hereof or in ascertaining intent, if
any question of intent should arise.
Section 1.04 Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be construed to
include correlative words of the feminine and neuter genders and vice versa, and words of the
singular number shall be construed to include correlative words of the plural number and vice
versa.
(b) Words importing persons include any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or agency or political subdivision thereof.
(c) Any reference to a particular Article or Section shall be to such Article or Section of this
Indenture unless the context shall require otherwise.
(d) This Indenture and all the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein to sustain the validity of this Indenture.
Article II
THE BONDS
Section 2.01 Security for the Bonds.
The Bonds, as to both principal and interest, are and shall be equally and ratably secured by
and payable from a first lien on, security interest in, and pledge of the Trust Estate.
The first lien on, security interest in, and pledge of the Trust Estate shall be valid and binding
and fully perfected from and after the Delivery Date, without physical delivery or transfer of control
of the Trust Estate, the filing of this Indenture or any other act; all as provided in Texas Government
Code, Chapter 1208, as amended, which applies to the issuance of the Bonds and the pledge of the
Trust Estate granted by the City under this Indenture, and such pledge is therefore valid, effective
and perfected. If Texas law is amended at any time while the Bonds are Outstanding such that the
pledge of the Trust Estate granted by the City under this Indenture is to be subject to the filing
requirements of Texas Business and Commerce Code, Chapter 9, as amended, then in order to
preserve to the registered owners of the Bonds the perfection of the lien on and security interest in
said pledge, the City agrees to take such measures as it determines are reasonable and necessary
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under Texas law to comply with the applicable provisions of Texas Business and Commerce Code,
Chapter 9, as amended, and enable a filing to perfect the security interest in said pledge to occur.
Section 2.02 Limited Obligations.
The Bonds are special and limited obligations of the City, payable solely from a first lien on,
security interest in, and pledge of the Trust Estate, and the Bonds shall never be payable out of funds
raised or to be raised by taxation or from any other revenues, properties or income of the City.
Section 2.03 Authorization for Indenture.
The terms and provisions of this Indenture and the execution and delivery hereof by the City
to the Trustee have been duly authorized by official action of the City Council. The City has
ascertained and it is hereby determined and declared that the execution and delivery of this Indenture
is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and
that each and every covenant or agreement herein contained and made is necessary, useful or
convenient in order to better secure the Bonds and is a contract or agreement necessary, useful and
convenient to carry out and effectuate the purposes herein described.
Section 2.04 Contract with Owners and Trustee
The purposes of this Indenture are to establish a lien and the security for, and to prescribe the
minimum standards for the authorization, issuance, execution and delivery of, the Bonds and to
prescribe the rights of the Owners, and the rights and duties of the City and the Trustee.
In consideration of the purchase and acceptance of any or all of the Bonds by those who
shall purchase and hold the same from time to time, the provisions of this Indenture shall be a
part of the contract of the City with the Owners, and shall be deemed to be and shall constitute a
contract among the City, the Owners, and the Trustee.
Article III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS
Section 3.01 Authorization of the Bonds.
The Bonds are hereby authorized to be issued and delivered in accordance with the
Constitution and laws of the State, including particularly the PD Act. The Bonds shall be issued in
the aggregate principal amount of $23,018,000.00 for the purposes of (i) paying a portion of the
Project Costs, (ii) funding the Reserve Fund for payment of principal of and interest on the Bonds,
and (iii) paying costs of issuance of the Bonds.
Section 3.02 Date, Denomination, Maturities, Numbers and Interest.
(a) The Bonds.
(i) The Bonds shall be dated the Delivery Date and shall be issued in Authorized
Denominations. The Bonds shall be in fully registered form, without coupons, and shall be
numbered separately from R-1 upward, except the Initial Bond, which shall be numbered
T-1.
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(ii) Interest shall accrue and be paid on each Bond from the later of the Delivery Date or the
most recent Interest Payment Date to which interest has been paid or provided for, at the
rate per annum set forth below until the principal thereof has been paid on the maturity date
specified below, or on a date of earlier redemption, or otherwise provided for. Such interest
shall be payable semiannually on an Interest Payment Date computed on the basis of a 360 -
day year of twelve 30 -day months.
(iii) The Bonds shall mature on September 1 in the years and in the principal amounts and shall
bear interest as set forth below:
Interest
Year
Principal Amount ($1
Rate (%)
2036
4,330,000
4.750
2046
6,845,000
5.550
2056
11,843,000
6.000
(iv) The Bonds shall be subject to mandatory sinking fund redemption, optional redemption, and
extraordinary optional redemption prior to maturity as provided in Article IV herein, and
shall otherwise have the terms, tenor, denominations, details, and specifications as set forth
in the Form of Bond set forth in Exhibit A to this Indenture.
Section 3.03 Conditions Precedent to Delivery of Bonds.
The Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall
authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver
the Bonds upon the order of the City, but only upon delivery (which delivery may be via
electronic mail in portable document (PDF) or similar format) to the Trustee of:
(i) a certified copy of the Assessment Ordinance;
(ii) copies of the Landowner Consent Certificates, in the form attached to the Development
Agreement, executed by all owners of Assessed Property as recorded in the real property
records;
(iii) a certified copy of the Bond Ordinance;
(iv) a copy of the executed Reimbursement Agreements;
(v) a copy of the executed Purchase Agreement;
(vi) a copy of this Indenture executed by the Trustee and the City;
(vii) a City Certificate directing the authentication and delivery of the Bonds, describing the
Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are
to be delivered, stating the purchase price of the Bonds and stating that all items required
by this Section are therewith delivered to the Trustee in form and substance satisfactory to
the City;
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(viii) an executed opinion of Co -Bond Counsel;
(ix) copies of the continuing disclosure agreements relating to the Bonds entered into with the
Developer and the City, respectively; and
(x) the approving opinion of the Attorney General and the Comptroller's registration certificate.
Section 3.04 Medium, Method and Place of Payment.
(a) Principal of and interest on the Bonds shall be paid in lawful money of the United States of
America, as provided in this Section.
(b) Interest on the Bonds shall be payable to the Owners thereof as shown in the Register at the
close of business on the relevant Record Date; provided, however, that in the event of
nonpayment of interest on a scheduled Interest Payment Date, and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Trustee, if and when funds for the payment of such interest have been
received from the City. Notice of the Special Record Date and of the scheduled payment date
of the past due interest (the "Special Payment Date," which shall be fifteen (15) days after
the Special Record Date) shall be sent at least five (5) Business Days prior to the Special
Record Date by United States mail, first-class, postage prepaid, to the address of each Owner
of a Bond appearing on the books of the Trustee at the close of business on the last Business
Day preceding the date of mailing such notice.
(c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment Date, and sent,
United States mail, first-class, postage prepaid, by the Paying Agent/Registrar to each Owner
at the address of each Owner as such appears in the Register or by such other customary
banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided,
however, the Owner shall bear all risk and expense of such other banking arrangement.
(d) The principal of each Bond shall be paid to the Owner of such Bond on the due date thereof,
whether at the maturity date or the date of prior redemption thereof, upon presentation and
surrender of such Bond at the Designated Payment/Transfer Office of the Paying
Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized
by law or executive order to close, the date for such payment shall be the next succeeding day
that is not a Saturday, Sunday, legal holiday, or day on which such banking institutions are
required or authorized to close, and payment on such date shall for all purposes be deemed to
have been made on the due date thereof as specified in Section 3.02 of this Indenture.
(f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and
held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the
Bonds to which such unclaimed payments pertain. Subject to any escheat, abandoned
property, or similar law of the State, any such payments remaining unclaimed by the Owners
entitled thereto for two (2) years after the applicable payment or redemption date shall be
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applied to the next payment or payments on such Bonds thereafter coming due and, to the
extent any such money remains after the retirement of all Outstanding Bonds, shall be paid
to the City to be used for any lawful purpose. Thereafter, none of the City, the Paying
Agent/Registrar, or any other Person shall be liable or responsible to the Owner of such Bonds
for any further payment of such unclaimed moneys or on account of any such Bonds, subject
to any applicable escheat law or similar law of the State.
Section 3.05 Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and City Secretary, by their
manual or facsimile signatures, and the official seal of the City shall be impressed or placed
in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if
each of the Bonds had been signed manually and in person by each of said officers, and such
facsimile seal on the Bonds shall have the same effect as if the official seal of the City had
been manually impressed upon each of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature appears on the
Bonds ceases to hold such office before the authentication of such Bonds or before the
delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled
to any security or benefit of this Indenture unless and until there appears thereon the
Certificate of Trustee substantially in the form provided herein, duly authenticated by manual
execution by an officer or duly authorized signatory of the Trustee. It shall not be required
that the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on
all of the Bonds. In lieu of the executed Certificate of Trustee described above, the Initial
Bond delivered at the Delivery Date shall have attached thereto the Comptroller's
Registration Certificate substantially in the form provided herein or in a Supplemental
Indenture, executed by the Comptroller in the manner prescribed by law, or by his or her duly
authorized agent, which certificate shall be evidence that such Initial Bond has been duly
approved by the Attorney General, is a valid and binding obligation of the City, and has been
registered by the Comptroller.
(d) On the Delivery Date, one Initial Bond representing the entire principal amount of the Bonds,
payable in stated installments to the Underwriter or its designee, executed with the manual or
facsimile signatures of the Mayor and the City Secretary, approved by the Attorney General,
and registered and signed by the Comptroller in the manner prescribed by law, will be
delivered to the Underwriter or its designee. Upon payment for such Initial Bond, the Trustee
shall cancel the Initial Bond and deliver to DTC on behalf of the Underwriter of such Bonds
one registered definitive Bond for each year of maturity of the Bonds, registered in the name
of Cede & Co., as nominee of DTC.
Section 3.06 Ownership.
(a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat the Person
in whose name any Bond is registered as the absolute owner of such Bond for the purpose of
making and receiving payment as provided herein (except interest shall be paid to the Person
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in whose name such Bond is registered on the relevant Record Date or Special Record Date,
as applicable) and for all other purposes, whether or not such Bond is overdue, and neither
the City nor the Trustee, nor the Paying Agent/Registrar, shall be bound by any notice or
knowledge to the contrary.
(b) All payments made to the Owner of any Bond shall be valid and effectual and shall discharge
the liability of the City, the Trustee and the Paying Agent/Registrar upon such Bond to the
extent of the sums paid.
Section 3.07 Registration, Transfer and Exchange.
(a) So long as any Bond remains Outstanding, the City shall cause the Paying Agent/Registrar to
keep at the Designated Payment/Transfer Office a Register in which, subject to such
reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the
registration and transfer of Bonds in accordance with this Indenture. The Paying
Agent/Registrar represents and warrants that it will file and maintain a copy of the Register
with the City, and shall cause the Register to be current with all registration and transfer
information as from time to time may be applicable.
(b) A Bond shall be transferable only upon the presentation and surrender thereof at the
Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement
or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of
any Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the
Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds,
and of the same maturity and bearing the same interest rate and in any Authorized
Denomination and in an aggregate principal amount equal to the unpaid principal amount of
the Bond presented for exchange.
(d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or exchanged
for other Bonds in accordance with this Section. A new Bond or Bonds will be delivered by
the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the
Designated Payment/Transfer Office, or sent by United States mail, first-class, postage
prepaid, to the Owner or his designee. Each transferred Bond delivered by the Paying
Agent/Registrar in accordance with this Section shall constitute an original contractual
obligation of the City and shall be entitled to the benefits and security of this Indenture to the
same extent as the Bond or Bonds in lieu of which such transferred Bond is delivered.
(e) Each exchange Bond delivered in accordance with this Section shall constitute an original
contractual obligation of the City and shall be entitled to the benefits and security of this
Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is
delivered.
(f) No service charge shall be made to the Owner for the initial registration, subsequent transfer,
or exchange for a different Authorized Denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection with the
registration, transfer, or exchange of a Bond.
(g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or
exchange any Bond or portion thereof called for redemption prior to maturity within forty-
five (45) days prior to the date fixed for redemption; provided, however, such limitation shall
not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond
redeemed in part.
Section 3.08 Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture, and
all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in
accordance with this Indenture, shall be cancelled, and proper records shall be made regarding such
payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall dispose of
cancelled Bonds in accordance with the records retention requirements of the Trustee.
Section 3.09 TemDorary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the preparation of
definitive Bonds, the proper officers of the City may execute and, upon the City's request,
the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any Authorized
Denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers of the City executing such temporary Bonds may
determine, as evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled
to the benefit and security of this Indenture.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the Trustee the
Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or
Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall
cancel the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange
therefor a Bond or Bonds of the same maturity and series, in definitive form, in the Authorized
Denomination, and in the same aggregate principal amount, as the Bond or Bonds in
temporary form surrendered. Such exchange shall be made without the making of any charge
therefor to any Owner.
Section 3.10 Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the
City shall issue, and the Trustee shall authenticate and deliver in exchange therefor, a
replacement Bond of like tenor and principal amount, bearing a number not
contemporaneously outstanding. The City or the Paying Agent/Registrar may require the
Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge
that is authorized to be imposed in connection therewith and any other expenses connected
therewith.
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(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the City shall
issue, and the Trustee, pursuant to the applicable laws of the State and in the absence of notice
or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate
and deliver a replacement Bond of like tenor and principal amount bearing a number not
contemporaneously outstanding, provided that the Owner first complies with the following
requirements:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and
the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and
the Trustee to save them and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not limited to, printing
costs, legal fees, fees of the Trustee and the Paying Agent/Registrar and any tax or other
governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the Trustee.
(c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond in
lieu of which such replacement Bond was issued presents for payment such original Bond,
the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond
from the Person to whom it was delivered or any Person taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost, or expense incurred by the City, the Paying
Agent/Registrar or the Trustee in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has
become or is about to become due and payable, the Paying Agent/Registrar, instead of issuing
a replacement Bond, may pay such Bond if it has become due and payable or may pay such
Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute an original
additional contractual obligation of the City and shall be entitled to the benefits and security
of this Indenture to the same extent as the Bond or Bonds in lieu of which such replacement
Bond is delivered.
Section 3.11 Book -Entry Only System.
The Bonds shall initially be issued in book -entry -only form and shall be deposited with DTC,
which is hereby appointed to act as the securities depository therefor, in accordance with the blanket
issuer letter of representations from the City to DTC. On the Delivery Date, the definitive Bonds
shall be issued in the form of a single typewritten certificate for each maturity thereof registered in
the name of Cede & Co., as nominee for DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or
to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without
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limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any
DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other Person, other than an Owner, as shown on the Register, of any notice with
respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant
or any other Person, other than an Owner, as shown in the Register of any amount with respect to
principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this
Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and
consider the Person in whose name each Bond is registered in the Register as the absolute owner of
such Bond for the purpose of payment of principal of, premium, if any, and interest on such Bond,
for the purpose of giving notices of redemption and other matters with respect to such Bond, for the
purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The
Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to
or upon the order of the respective Owners as shown in the Register, as provided in this Indenture,
and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations
with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of
the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a
Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant to
this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in this Indenture with respect to interest checks or drafts being mailed to the Owner at the
close of business on the Record Date or Special Record Date, as applicable, the word "Cede & Co."
in this Indenture shall refer to such new nominee of DTC.
Section 3.12 Successor Securities DeDositorv: Transfer Outside Book -Entry -Only System.
In the event that the City determines that DTC is incapable of discharging its responsibilities
described herein and in the blanket issuer letter of representations from the City to DTC, the City
shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to such
successor securities depository; or (ii) notify DTC and DTC Participants of the availability through
DTC of certificated Bonds and cause the Paying Agent/Registrar to transfer one or more separate
registered Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event,
the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co.,
as nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate,
in accordance with the provisions of this Indenture.
Section 3.13 Payments to Cede & Co.
Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds
are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal
of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds shall be
made and given, respectively, in the manner provided in the blanket issuer letter of representations
from the City to DTC.
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Article IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01 Limitation on Redemption.
The Bonds shall be subject to redemption before their scheduled maturity only as provided in
this Article IV.
Section 4.02 Mandatory Sinking Fund Redemption.
(a) The Bonds maturing in 2036, 2046, and 2056 are "Term Bonds" and are subject to mandatory
sinking fund redemption prior to their stated maturities and will be redeemed by the City in
part at the Redemption Price from moneys available for such purpose in the Principal and
Interest Account of the Bond Fund pursuant to Article IV, on the dates and in the respective
Sinking Fund Installments as set forth in the Form of Bond in section (a) of Exhibit A.
(b) At least forty-five (45) days prior to each mandatory sinking fund redemption date and subject
to any prior reduction authorized by subparagraphs (c) and (d) of this Section 4.02, the Trustee
shall select a principal amount of Term Bonds (in accordance with Section 4.05) of such
maturity equal to the Sinking Fund Installment amount of such Term Bonds to be redeemed,
shall call such Term Bonds for redemption on such scheduled mandatory sinking fund
redemption date, and shall give notice of such redemption, as provided in Section 4.06.
(c) The principal amount of Term Bonds of a stated maturity required to be redeemed on any
mandatory sinking fund redemption date pursuant to subparagraph (a) of this Section 4.02
shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such
maturity which, at least 45 days prior to the mandatory sinking fund redemption date shall
have been acquired by the City at a price not exceeding the principal amount of such Term
Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the
Trustee for cancellation.
(d) The principal amount of Term Bonds required to be redeemed on any mandatory sinking fund
redemption date pursuant to subparagraph (a) of this Section 4.02 shall be reduced on a pro
rata basis among Sinking Fund Installments by the principal amount of any Term Bonds
which, at least forty-five (45) days prior to the mandatory sinking fund redemption date, shall
have been redeemed pursuant to the optional redemption or extraordinary optional
redemption provisions hereof and not previously credited to a mandatory sinking fund
redemption.
Section 4.03 Optional Redemption.
The City reserves the right and option to redeem Bonds before their respective scheduled
maturity dates, in whole or in part, on any date on or after September 1, 2034, such redemption date
or dates to be fixed by the City, at the Redemption Price.
Section 4.04 Extraordinary Optional Redemption.
Notwithstanding any provision in this Indenture to the contrary, in the event of a Prepayment,
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or if any other transfers are made into the Redemption Fund under the terms of this Indenture, the
City reserves the right and option to redeem Bonds before their respective scheduled maturity dates
or optional redemption date specified in Section 4.03 hereof, in whole or in part, in the amount
specified in a City Certificate, on any date, from amounts on deposit in the Redemption Fund, at the
Redemption Price.
Section 4.05 Partial Redemption.
(a) If less than all of the Bonds are to be redeemed pursuant to Section 4.02, Section 4.03, or
Section 4.04, Bonds shall be redeemed in minimum principal amounts of $1,000 or any
integral thereof. Each Bond shall be treated as representing the number of bonds that is
obtained by dividing the principal amount of the Bonds by $1,000. No redemption shall result
in a Bond in a denomination of less than the Authorized Denomination in effect at that time;
provided, however, if the amount of the Outstanding Bond is less than an Authorized
Denomination after giving effect to such partial redemption, a Bond in the principal amount
equal to the unredeemed portion, but not less than $1,000, may be issued.
(b) In selecting the Term Bonds to be redeemed pursuant to Section 4.02, the Trustee shall
conduct a random by lot selection process.
(c) In selecting the Bonds to be redeemed pursuant to Section 4.03, the Trustee may rely on the
directions provided in a City Certificate.
(d) If less than all of the Bonds are called for extraordinary optional redemption pursuant to
Section 4.04 hereof, the Bonds or portion of a Bond, as applicable, to be redeemed shall be
selected on a pro rata basis among all Outstanding Bonds.
(e) If less than all Bonds within a Stated Maturity are called for extraordinary optional
redemption pursuant to Section 4.04 hereof, the Trustee may select Bonds, or portions thereof,
in any method that results in a random selection, within such Stated Maturity and in such
principal amounts, for redemption.
(f) Upon surrender of any Bond for redemption in part, the Trustee, in accordance with Section
3.07 of this Indenture, shall authenticate and deliver an exchange Bond or Bonds and in an
aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such
exchange being without charge.
Section 4.06 Notice of Redemption to Owners.
(a) At least 45 days prior to the required notice mailing date provided below, unless a shorter
period shall be acceptable to the Trustee, the City shall provide written notice of its intention
to conduct an optional redemption of the Bonds. Upon written notification by the City to the
Trustee of the exercise of any redemption, the Trustee shall give notice of any redemption of
Bonds by sending notice by United States mail, first-class, postage prepaid, not less than 30
days before the date fixed for redemption, to the Owner of each Bond or portion thereof to be
redeemed, at the address shown in the Register. So long as the Bonds are in book -entry -only
form and held by DTC as security depository, references to Owner in this Indenture means
Cede & Co., as nominee for DTC.
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(b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds
are to be surrendered for payment, and, if less than all the Outstanding Bonds are to be
redeemed, and subject to Section 4.05 hereof, an identification of the Bonds or portions
thereof to be redeemed, any conditions to such redemption and that on the redemption date,
if all conditions, if any, to such redemption have been satisfied, such Bond shall become due
and payable.
(c) Any notice given as provided in this Section shall be conclusively presumed to have been
duly given, whether or not the Owner receives such notice.
(d) The City has the right to rescind any optional redemption or extraordinary optional
redemption described in Section 4.03 or Section 4.04 by written notice to the Trustee on or
prior to the date fixed for redemption. Any notice of redemption shall be cancelled and
annulled if for any reason funds are not available and deposited with the Trustee on the
Business Day prior to the date fixed for redemption for the payment in full of the Bonds then
called for redemption, and such cancellation shall not constitute an Event of Default under
this Indenture. The Trustee shall mail notice of rescission of redemption in the same manner
notice of redemption was originally provided.
(e) With respect to any optional redemption of the Bonds, unless the Trustee has received funds
sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice
of redemption, the notice may state the City may condition redemption on the receipt of such
funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of
any other prerequisites set forth in the notice of redemption. If a conditional notice of
redemption is given and such prerequisites to the redemption are not satisfied and sufficient
funds are not received, the notice shall be of no force and effect, the City shall not redeem the
Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was
given, that the Bonds have not been redeemed.
Section 4.07 Payment Upon Redemption
(a) The Trustee shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust an amount from the Redemption Fund or otherwise
received by the Trustee from the City and shall use such funds solely for the purpose of paying
the Redemption Price on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the designated
corporate trust office of the Trustee on or after the date fixed for redemption, the Trustee shall
pay the Redemption Price on such Bond to the date of redemption from the moneys set aside
for such purpose.
Section 4.08 Effect of Redemption
Notice of redemption having been given as provided in Section 4.06 of this Indenture, the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed for
redemption provided that funds for the payment of the Redemption Price of such Bonds to the date
fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall
cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are
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presented and surrendered for payment on such date.
Article V
FORM OF THE BONDS
Section 5.01 Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public Accounts of
the State of Texas, the Certificate of the Trustee, and the Assignment, (i) shall be substantially
in the form set forth in Exhibit A to this Indenture with such appropriate insertions,
omissions, substitutions, and other variations as are permitted or required by this Indenture
and the Purchase Agreement and (ii) may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends
and endorsements (including any reproduction of an opinion of counsel) thereon as,
consistently herewith, may be determined by the City or by the officers executing such Bonds,
as evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an
appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be
produced by any combination of these methods or produced in any other similar manner, all
as determined by the officers executing such Bonds, as evidenced by their execution thereof.
(d) The Initial Bond submitted to the Attorney General may be typewritten and photocopied or
otherwise reproduced.
Section 5.02 CUSIP Registration.
The City may secure identification numbers through the CUSIP Services, managed by S&P
Global Market Intelligence on behalf of The American Bankers Association, New York, New York,
and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided,
however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance
or effect as regards the legality thereof, and none of the City, the Trustee, nor the attorneys approving
said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the
Bonds.
Section 5.03 Legal ODinion.
The approving legal opinion of Co -Bond Counsel may be printed on or attached to each Bond
over the certification of the City Secretary of the City, which may be executed in facsimile.
Article VI
FUNDS AND ACCOUNTS
Section 6.01 Establishment of Funds and Accounts.
(a) Creation of Funds. The following Funds are hereby created and established under this
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Indenture:
(i) Pledged Revenue Fund;
(ii) Bond Fund;
(iii) Project Fund;
(iv) Reserve Fund;
(v) Redemption Fund;
(vi) Rebate Fund; and
(vii) Administrative Fund.
(b) Creation of Accounts.
(i) The following Account is hereby created and established under the Pledged Revenue Fund:
(A) Bond Pledged Revenue Account.
(ii) The following Account is hereby created and established under the Bond Fund:
(A) Principal and Interest Account.
(iii) The following Accounts are hereby created and established under the Project Fund:
(A) Improvement Area #4 Bond Improvement Account;
(B) Improvement Area #5 Bond Improvement Account; and
(C) Costs of Issuance Account.
(iv) The following Accounts are hereby created and established under the Reserve Fund:
(A) Reserve Account; and
(B) Additional Interest Reserve Account.
(c) Each Fund and each Account created within such Fund shall only be established as needed
and shall be maintained by the Trustee separate and apart from all other funds and accounts
of the City. The Pledged Funds shall constitute trust funds which shall be held in trust by the
Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds.
(d) Interest earnings and profit on each respective Fund and Account established by this Indenture
shall be applied or withdrawn for the purposes of such Fund or Account as specified below.
(e) The Trustee may, from time to time, upon written direction from the City pursuant to a City
Certificate, create additional Funds or Accounts hereunder as may be necessary for the receipt
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and application of the Assessment Revenues, to account properly for the payment of the
Project Costs or to facilitate the payment or redemption of the Bonds.
Section 6.02 Initial Deposits to Funds and Accounts.
(a) The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited or
transferred by the Trustee as follows:
(i) to the Improvement Area #4 Bond Improvement Account of the Project Fund:
$13,949,138.00;
(ii) to the Improvement Area #5 Bond Improvement Account of the Project Fund:
$5,747,508.00;
(iii) to the Costs of Issuance Account of the Project Fund: $825,000.00; and
(iv) to the Reserve Account of the Reserve Fund: $1,651,748.69.
Section 6.03 Pledged Revenue Fund.
(a) Upon receipt thereof, and in any event no later than February 15 of each year while the Bonds
are Outstanding and beginning upon the effectiveness of this Indenture, the City shall deposit
or cause to be deposited the Pledged Revenues into the Pledged Revenue Fund. From amounts
deposited to the Pledged Revenue Fund, the City shall deposit or cause to be deposited
Pledged Revenues as follows:
(i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund in an amount
sufficient to pay debt service on the Bonds coming due in the immediately following Bond
Year, and
(ii) second, if necessary, to the Reserve Account of the Reserve Fund in an amount required to
cause the amount in the Reserve Account to equal the Reserve Account Requirement.
Notwithstanding anything to the contrary in this Section 6.03(a), the Additional Interest shall
only be utilized for the purposes set forth in Section 6.07 hereof and, immediately following
the initial deposit to the Pledged Revenue Fund, and prior to any other transfers or deposits
being made under this Section 6.03(a), the Additional Interest shall be transferred to the Funds
and Accounts as prescribed by Sections 6.07(a) and 6.07(f) hereof. In addition, in the event
the City owes Rebatable Arbitrage to the United States Government pursuant to Section 6.08
hereof, the City shall provide a City Certificate to the Trustee to transfer to the Rebate Fund,
prior to any other transfer under this Section 6.03(a), the full amount of Rebatable Arbitrage
owed by the City, as further described in Section 6.10(f) hereof. If any Assessments and
Annual Installments remain on deposit in the Pledged Revenue Fund after the foregoing
deposits are made, the City shall have the option, in its sole and absolute discretion, to use
such excess Assessments and Annual Installments for any one or more of the following
purposes: (i) pay Project Costs, (ii) pay other costs permitted by the PD Act or (iii) deposit
such excess into the Redemption Fund to redeem Bonds as provided in Article IV of this
Indenture. Along with each transfer to the Trustee, the City shall provide a City Certificate as
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to the Funds, Accounts and payments into which the amounts are to be deposited or paid.
(b) From time to time as needed to pay the obligations relating to the Bonds, but no later than
five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw from
the Bond Pledged Revenue Account and transfer to the Principal and Interest Account of the
Bond Fund, an amount, taking into account any amounts then on deposit in such Principal
and Interest Account, such that the amount on deposit in the Principal and Interest Account
equals the principal (including any Sinking Fund Installments) and interest due on the Bonds
on the next Interest Payment Date.
(c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section
6.07 herein, there are insufficient funds to make the payments provided in paragraph (b)
above, the Trustee shall apply the available funds in the Principal and Interest Account first,
to the payment of interest and, second, to the payment of principal (including any Sinking
Fund Installments) on the Bonds, as described in Section 11.04(a) hereof.
(d) Notwithstanding Section 6.03(a) hereof, the Trustee shall deposit Prepayments to the Pledged
Revenue Fund and as soon as practicable after such deposit shall transfer such Prepayments
to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.04 of this
Indenture.
(e) Notwithstanding Section 6.03(a) hereof, the Trustee shall deposit Foreclosure Proceeds to the
Pledged Revenue Fund and as soon as practicable after such deposit shall transfer such
Foreclosure Proceeds first, to the Reserve Fund to restore any transfers from the Reserve Fund
made with respect to the Parcel(s) of Assessed Property to which the Foreclosure Proceeds
relate (first, to replenish the Reserve account, and second, to replenish the Additional Interest
Reserve Account), and second, to the Redemption Fund to be used to redeem Bonds pursuant
to Section 4.04 of this Indenture.
(f) After satisfaction of the requirement to provide for the payment of the principal and interest
on the Bonds and to fund any deficiency that may exist in each of the Accounts within the
Reserve Fund, the Trustee shall transfer any Pledged Revenues remaining in the Pledged
Revenue Fund for the purposes set forth in Section 6.03(a) hereof, as directed by the City in
a City Certificate.
Section 6.04 Bond Fund.
(a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest
Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund
Installments) and/or interest then due and payable on the Bonds.
(b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in
paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the
amount of such insufficiency pursuant to and in the order of priority set forth in Section
6.07(f) hereof. Amounts so withdrawn from the Reserve Fund shall be deposited in the
Principal and Interest Account and transferred to the Paying Agent/Registrar.
Section 6.05 Project Fund.
(a) Money on deposit in the Project Fund shall be used for the purposes specified in clauses (i)
and (iii) of Section 3.01 hereof. Except as provided in Section 6.05(d), (e), (g), (h), and (i),
money on deposit in the Improvement Area #4 Bond Improvement Account shall only be
used to pay Improvement Area #4 Project Costs and money on deposit in the Improvement
Area #5 Bond Improvement Account shall only be used to pay Improvement Area #5 Project
Costs.
(b) Except for the payment of costs of issuance of the Bonds to be paid on the Delivery Date in
accordance with instructions contained in a closing memorandum provided to the Trustee by
the City or by the City's financial advisor on behalf of the City, disbursements from the Costs
of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of issuance
of the Bonds pursuant to one or more City Certificates.
(c) Disbursements from the Bond Improvement Accounts of the Project Fund to pay Project
Costs shall be made by the Trustee upon receipt by the Trustee of a properly executed and
completed Certificate for Payment or Closing Disbursement Request, as applicable,
approving the disbursement to the Developer or the Developer's designee. The Trustee is not
responsible for receiving or reviewing backup for any such Certificate for Payment, Closing
Disbursement Request, closing memorandum or City Certificate pursuant to which
disbursements are requested to be made.
(d) If the City Representative determines in his or her sole discretion that amounts then on deposit
in the Improvement Area #4 Bond Improvement Account of the Project Fund are not expected
to be expended for purposes of such Account due to the abandonment, or constructive
abandonment of the Improvement Area #4 Improvements, such that, in the opinion of the
City Representative, it is unlikely that the amounts in the Improvement Area #4 Bond
Improvement Account of the Project Fund will ever be expended for the purposes of such
Account, the City Representative shall file a City Certificate with the Trustee, and provide a
copy of such City Certificate to the Developer prior to filing with the Trustee, which identifies
the amounts then on deposit in the Improvement Area #4 Bond Improvement Account that
are not expected to be used for purposes of such Account. If such City Certificate is so filed,
the amounts identified in the City Certificate as being on deposit in the Improvement Area #4
Bond Improvement Account shall be transferred to the Redemption Fund to redeem Bonds
on the earliest practicable date after notice of redemption has been provided in accordance
with this Indenture. Upon such transfers, the Improvement Area #4 Bond Improvement
Account shall be closed.
(e) If the City Representative determines in his or her sole discretion that amounts then on deposit
in the Improvement Area #5 Bond Improvement Account of the Project Fund are not expected
to be expended for purposes of such Account due to the abandonment, or constructive
abandonment of the Improvement Area #5 Improvements, such that, in the opinion of the
City Representative, it is unlikely that the amounts in the Improvement Area #5 Bond
Improvement Account of the Project Fund will ever be expended for the purposes of such
Account, the City Representative shall file a City Certificate with the Trustee, and provide a
copy of such City Certificate to the Developer prior to filing with the Trustee, which identifies
the amounts then on deposit in the Improvement Area #5 Bond Improvement Account that
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are not expected to be used for purposes of such Account. If such City Certificate is so filed,
the amounts identified in the City Certificate as being on deposit in the Improvement Area #5
Bond Improvement Account shall be transferred to the Redemption Fund to redeem Bonds
on the earliest practicable date after notice of redemption has been provided in accordance
with this Indenture. Upon such transfers, the Improvement Area #5 Bond Improvement
Account shall be closed.
(f) In making any determination pursuant to this Section, the City Representative may
conclusively rely upon a certificate of an Independent Financial Consultant.
(g) In the event the City Representative files a City Certificate with the Trustee stating that all
Improvement Area #4 Improvements have been completed and that all Improvement Area #4
Project Costs have been paid, or that any Improvement Area #4 Project Costs are not required
to be paid from the Improvement Area #4 Bond Improvement Account pursuant to a
Certificate for Payment, the Trustee shall transfer the amount, if any, remaining in the
Improvement Area #4 Bond Improvement Account to (i) the Bond Fund and/or (ii) the
Redemption Fund, as directed by the City Representative in such City Certificate; provided,
however, that the City Representative shall not file a City Certificate pursuant to this Section
if the Developer has submitted a Certificate for Payment to the City requesting payment from
the Improvement Area #4 Bond Improvement Account and the City has not yet completed its
review of such Certificate for Payment or amounts under a Certificate for Payment are still in
dispute. Upon such transfers, the Improvement Area #4 Bond Improvement Account shall
be closed.
(h) In the event the City Representative files a City Certificate with the Trustee stating that all
Improvement Area #5 Improvements have been completed and that all Improvement Area #5
Project Costs have been paid, or that any Improvement Area #5 Project Costs are not required
to be paid from the Improvement Area #5 Bond Improvement Account pursuant to a
Certificate for Payment, the Trustee shall transfer the amount, if any, remaining in the
Improvement Area #5 Bond Improvement Account to (i) the Bond Fund and/or (ii) the
Redemption Fund, as directed by the City Representative in such City Certificate; provided,
however, that the City Representative shall not file a City Certificate pursuant to this Section
if the Developer has submitted a Certificate for Payment to the City requesting payment from
the Improvement Area #5 Bond Improvement Account and the City has not yet completed its
review of such Certificate for Payment or amounts under a Certificate for Payment are still in
dispute. Upon such transfers, the Improvement Area #5 Bond Improvement Account shall
be closed.
(i) Not later than six months following the Delivery Date, or upon a determination by the City
Representative that all costs of issuance of the Bonds have been paid, any amounts remaining
in the Costs of Issuance Account shall be transferred to (i) the Bond Improvement Accounts
in the Project Fund on a pro rata basis to the extent such Bond Improvement Accounts have
not been closed and used to pay Project Costs or (ii) if no Improvements remain to be funded,
to the Principal and Interest Account of the Bond Fund and used to pay interest on the Bonds,
as directed by the City in a City Certificate filed with the Trustee, and the Costs of Issuance
Account shall be closed.
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Section 6.06 Redemption Fund.
Subject to adequate amounts on deposit in the Pledged Revenue Fund, the Trustee shall cause
to be deposited to the Redemption Fund from the Bond Pledged Revenue Account of the Pledged
Revenue Fund an amount sufficient to redeem Bonds as provided in Section 4.03 and Section 4.04
on the dates specified for redemption as provided in Section 4.03 and Section 4.04. Amounts on
deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds as
provided in Article IV.
Section 6.07 Reserve Fund.
(a) The Reserve Account Requirement will be deposited to the Reserve Account of the Reserve
Fund on the Delivery Date. All amounts deposited in the Reserve Account of the Reserve
Fund shall be used and withdrawn by the Trustee for the purposes set forth in this Indenture.
In addition, on or before March 1, 2027, and on or before March 1 of each year thereafter, the
Trustee shall transfer the Additional Interest from the Pledged Revenue Fund to the
Additional Interest Reserve Account until the Additional Interest Reserve Requirement has
been accumulated in the Additional Interest Reserve Account. At the time the Additional
Interest Reserve Requirement is fully accumulated in the Additional Interest Reserve
Account, the Trustee shall provide written notice thereof to the City, and thereafter, the
Trustee shall begin transferring the Additional Interest to either (i) the Administrative Fund
for the payment of Administrative Expenses or (ii) the Redemption Fund to be used to redeem
Bonds pursuant to Section 4.04 hereof, as directed by the City pursuant to a City Certificate.
In the event the Trustee does not receive a City Certificate directing the transfer of the
Additional Interest to the Administrative Fund within forty-five (45) days of providing the
foregoing notice to the City, the Trustee shall transfer the Additional Interest to the
Redemption Fund to redeem Bonds pursuant to Section 4.04 hereof and provide the City with
written notification of such transfer. Notwithstanding the foregoing, if at any time the amount
on deposit in the Additional Interest Reserve Account falls below the Additional Interest
Reserve Requirement, the Trustee shall resume depositing the Additional Interest into the
Additional Interest Reserve Account until the Additional Interest Reserve Requirement has
been accumulated therein. In transferring the amounts pursuant to this Section, the Trustee
shall receive and may conclusively rely on a City Certificate (which shall be based on the
Annual Installments as shown on the Assessment Rolls in the Service and Assessment Plan)
unless and until it receives a City Certificate directing that a different amount be used. The
Additional Interest shall continue to be collected and deposited pursuant to this Section 6.07
until the Bonds are no longer Outstanding.
(b) Whenever a transfer is made from an Account of the Reserve Fund to the Principal and
Interest Account of the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall
provide written notice thereof to the City, specifying the amount withdrawn and the source
of said funds.
(c) Whenever the value of cash together with the Value of Investment Securities then on deposit
in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide
written notice to the City Representative of the amount of the excess cash and/or Investment
Securities then on deposit in the Reserve Account via access to its online portfolio system.
Such excess cash and/or Investment Securities shall be transferred to the Principal and Interest
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Account to be used for the payment of debt service on the Bonds on the next Interest Payment
Date in accordance with Section 6.04 hereof, unless within thirty days of such notice to the
City Representative, the Trustee receives a City Certificate instructing the Trustee to apply
such excess: (i) to pay amounts due under Section 6.08 hereof, (ii) to the Administrative Fund
in an amount not more than the Administrative Expenses for the Bonds, (iii) to the Bond
Improvement Accounts of the Project Fund on a pro rata basis, if such accounts have not been
closed, to pay the Project Costs if such application and the expenditure of funds is expected
to occur within three years of the Delivery Date, or (iv) to the Redemption Fund to be applied
to the redemption of Bonds.
(d) Whenever the amount on deposit in the Additional Interest Reserve Account exceeds the
Additional Interest Reserve Requirement, the Trustee shall provide written notice to the City
of the amount of the excess via access to its online portfolio system, and such excess shall be
transferred, at the direction of the City pursuant to a City Certificate, to the Administrative
Fund for the payment of Administrative Expenses or to the Redemption Fund to be used to
redeem Bonds pursuant to Section 4.04 hereof. In the event the Trustee does not receive a
City Certificate directing the transfer of such excess to the Administrative Fund within forty-
five (45) days of providing notice to the City of such excess, the Trustee shall transfer such
excess to the Redemption Fund to redeem Bonds pursuant to Section 4.04 hereof and provide
the City with written notification of the transfer.
(e) In the event of an extraordinary optional redemption of Bonds resulting from funds being
deposited into the Redemption Fund pursuant to any provision of this Indenture, the Trustee,
pursuant to a City Certificate, shall transfer from the Reserve Account of the Reserve Fund
to the Redemption Fund the amount specified in such City Certificate, which shall be an
amount equal to the principal amount of Bonds to be redeemed multiplied by the lesser of:
(i) the amount required to be in the Reserve Account of the Reserve Fund divided by the
principal amount of Outstanding Bonds prior to the redemption, and (ii) the amount actually
in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding
Bonds prior to the redemption. If after such transfer, and after applying investment earnings
on the funds on deposit in the Redemption Fund toward payment of accrued interest, there
are insufficient funds in the Redemption Fund to pay the principal amount plus accrued and
unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed
pursuant to this Section 6.07(e), the Trustee shall transfer an amount equal to the shortfall, or
any additional amounts necessary to permit the Bonds to be redeemed in minimum principal
amounts of $1,000, from the Additional Interest Reserve Account to the Redemption Fund to
be applied to the redemption of the Bonds.
(f) Whenever, on any Interest Payment Date, the amount on deposit in the Principal and Interest
Account of the Bond Fund is insufficient to pay the debt service on the Bonds due on such
date, the Trustee shall transfer first, from the Additional Interest Reserve Account of the
Reserve Fund to the Principal and Interest Account of the Bond Fund and, second, from the
Reserve Account of the Reserve Fund to the Principal and Interest Account of the Bond Fund
the amounts necessary to cure such deficiency. In such event, notwithstanding anything to the
contrary in Section 6.07(a) above, the Additional Interest shall be used to replenish first, the
Reserve Account of the Reserve Fund and second, the Additional Interest Reserve Account
of the Reserve Fund.
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(g) At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the
Additional Interest Reserve Account shall be transferred to the Principal and Interest Account
of the Bond Fund and applied to the payment of the principal of the Bonds.
(h) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account of the
Reserve Fund is less than the Reserve Account Requirement, the Trustee shall transfer from
the Pledged Revenue Fund to the Reserve Account of the Reserve Fund the amount of such
deficiency, but only to the extent that such amount is not required for the timely payment of
principal, interest or Sinking Fund Installments.
(i) If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue
Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal amount and
interest due on all Outstanding Bonds on the next Interest Payment Date or date on which the
Bonds may be optionally redeemed by the City at the Redemption Price, the moneys shall be
transferred to the Redemption Fund and thereafter used to redeem all Bonds on such date.
Section 6.08 Rebate Fund: Rebate Amount.
(a) The Rebate Fund is to be held by the Trustee in accordance with the terms and provisions of
this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of
paying amounts due the United States Government in accordance with the Code. The Rebate
Fund shall not be part of the Trust Estate and shall not be security for the Bonds.
(b) In order to assure that Rebatable Arbitrage is paid to the United States rather than to a third
party, investments of funds on deposit in the Rebate Fund shall be made in accordance with
the Code and the Tax Certificate, as further set forth in a City Certificate sent to the Trustee.
The Trustee may conclusively rely on such City Certificate as set forth in this Section and
shall not be responsible for any loss or liability resulting from the investment of funds under
this Section, but only so long as the Trustee follows such City Certificate in all respects.
(c) The Trustee conclusively shall be deemed to have complied with the provisions of this
Section and shall not be liable or responsible if it follows the written instructions contained
in the City Certificate and shall not be required to take any action under this Section in the
absence of instructions from the City.
(d) The first calculation to determine whether Rebatable Arbitrage is owed to the United States
Government (each, a "Rebate Calculation") will be done on the date that is five years from
the Delivery Date, and each subsequent Rebate Calculation will be done, at a minimum, (i) on
the same date every five years thereafter and (ii) on the date the Bonds have been paid in full,
either as a result of maturity or prior redemption. The City shall provide the Trustee with a
City Certificate in connection with each Rebate Calculation made pursuant to this Section,
and each City Certificate shall include a copy of the Rebate Calculation and shall state
whether or not the City owes Rebatable Arbitrage to the United States Government.
(e) In the event it is found, after a Rebate Calculation has been done pursuant to this Section, that
the City owes Rebatable Arbitrage to the United States Government, the City shall direct the
Trustee, pursuant to a City Certificate, to transfer to the Rebate Fund the investment earnings
on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed
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by the City. Such City Certificate shall specify the amount to be transferred and the Pledged
Fund or Pledged Funds from which the funds shall be transferred. If the final Rebate
Calculation shows that the City owes Rebatable Arbitrage to the United States Government,
and there are insufficient funds in the Pledged Funds to pay such Rebatable Arbitrage, the
Trustee shall notify the City of such insufficiency, and the City shall transfer to the Trustee
an amount equal to such insufficiency for deposit into the Rebate Fund within five (5)
Business Days of receiving notice from the Trustee.
(f) If, on any date a Rebate Calculation is done, the amount on deposit in the Rebate Fund
exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to
a City Certificate, to transfer the amount in excess of the Rebatable Arbitrage to the Bond
Fund.
Section 6.09 Administrative Fund.
(a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to the
Administrative Fund the portion of the Assessments and Annual Installments allocated to the
payment of the Administrative Expenses and Delinquent Collection Costs, as set forth in the
Service and Assessment Plan.
(b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the
other Funds and Accounts created and administered hereunder and used as directed by a City
Certificate solely for the purposes set forth in the Service and Assessment Plan, including the
payment of Administrative Expenses and Delinquent Collection Costs. The Administrative
Fund shall not be part of the Trust Estate and shall not be security for the Bonds.
Section 6.10 Investment of Funds.
(a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by the Trustee
in Investment Securities as directed by the City pursuant to a City Certificate filed with the
Trustee; provided that all such deposits and investments shall be made in such manner that
the money required to be expended from any Fund or Account will be available at the proper
time or times. Money in the Reserve Fund shall be invested in such Investment Securities as
directed by the City pursuant to a City Certificate filed with the Trustee, provided that the
final maturity of any individual Investment Security shall not exceed 270 days and the
average weighted maturity of any investment pool or no-load money market mutual fund shall
not exceed 90 days. Each such City Certificate shall be a certification, upon which the Trustee
may conclusively rely without investigation or inquiry, that the investment directed therein
constitutes an Investment Security and that such investments meet the maturity and average
weighted maturity requirements set forth in the preceding sentence. Such investments shall
be valued each year in terms of the Value of Investment Securities as of September 30. For
purposes of maximizing investment returns, to the extent permitted by law, money in the
Funds and Accounts may be invested in common investments of the kind described above, or
in a common pool of such investments which shall be kept and held at an official depository
bank, which shall not be deemed to be or constitute a commingling of such money or funds
provided that safekeeping receipts or certificates of participation clearly evidencing the
investment or investment pool in which such money is invested and the share thereof
purchased with such money or owned by such Fund or Account are held by or on behalf of
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each such Fund or Account. If necessary, such investments shall be promptly sold to prevent
any default under this Indenture. To ensure that cash on hand is invested, if the City does not
give the Trustee written or timely instructions, which may include direction by Electronic
Means (as defined herein), with respect to investments of funds, the Trustee is hereby directed
to invest and re -invest cash balances in Cavanal Hill Government Securities Fund (1) (CUSIP
— 14956P836, APCXX) as standing instructions, and only so long as the money required to
be expended from any Fund will be available at the proper time or times; provided, however,
if such fund is no longer available, such cash balances shall be held uninvested.
(b) Obligations purchased as an investment of moneys in any Fund or Account shall be deemed
to be part of such Fund or Account, and the earnings or loss become part of the applicable
Fund or Account, subject, however, to the requirements of this Indenture for transfer of
interest earnings and profits resulting from investment of amounts in Funds and Accounts.
Whenever in this Indenture any moneys are required to be transferred by the City to the
Trustee, such transfer may be accomplished by transferring a like amount of Investment
Securities as directed by the City in writing.
(c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the
acquisition or disposition of any investment. The Trustee shall have no discretion for
investing funds or advising any parties on investing funds, and the Trustee's only
responsibility for investments shall be to follow the written instructions contained in a City
Certificate. The Trustee shall not incur any liability for losses (including depreciation of
value) arising from any investments or the sale of any investments made pursuant to this
Section. The Trustee shall not be required to determine the suitability or legality of any
investments. The Parties acknowledge that the Trustee is not providing investment
supervision, recommendations, or advice.
(d) Investments in any and all Funds and Accounts may be commingled in a separate fund or
funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts
of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all
times account for such investments strictly in accordance with the Funds and Accounts to
which they are credited and otherwise as provided in this Indenture.
(e) By providing the City with access to its online portfolio system, the Trustee will furnish the
City monthly cash transaction statements which include detail for all investment transactions
made by the Trustee hereunder; and, unless the Trustee receives a written request or the City
elects to receive monthly cash transaction statements, the Trustee is not required to provide
brokerage confirmations so long as the Trustee is providing such online access.
(f) In the event it is found, after a Rebate Calculation has been done pursuant to Section 6.08
hereof, that the City owes Rebatable Arbitrage to the United States Government, the City
shall direct the Trustee, pursuant to a City Certificate, to transfer to the Rebate Fund the
investment earnings on funds on deposit in the Pledged Funds in an amount equal to the
Rebatable Arbitrage owed by the City. The City Certificate shall specify the amount to be
transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall
be transferred.
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(g) The Trustee may conclusively rely on any City Certificate stating that such an investment is
authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as
amended, and will comply with the City's investment policy.
Section 6.11 Security of Funds.
All Funds or Accounts heretofore created, to the extent not invested as herein permitted, shall
be secured in the manner and to the fullest extent required by law for the security of public funds,
and such Funds or Accounts shall be used only for the purposes and in the manner permitted or
required by this Indenture.
Article VII
COVENANTS
Section 7.01 Confirmation of Assessments.
The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it has
levied the Assessments against the respective Parcels of Assessed Property from which the Pledged
Revenues will be collected and received.
Section 7.02 Collection and Enforcement of Assessments.
(a) For so long as any Bonds are Outstanding, and/or amounts are due to the Developer to pay it
for funds it has contributed to pay Project Costs in accordance with the applicable
Reimbursement Agreement, the City covenants, agrees and warrants that it will take and
pursue all actions permissible under Applicable Laws to cause the Assessments to be
collected and the liens thereof enforced continuously, in the manner and to the maximum
extent permitted by Applicable Laws, and, to the extent permitted by Applicable Laws, to
cause no reduction, abatement or exemption in the Assessments.
(b) The City will determine or cause to be determined, no later than February 15 of each year,
whether or not any Annual Installment is delinquent and, if such delinquencies exist, the City
will order and cause to be commenced as soon as practicable any and all appropriate and
legally permissible actions to obtain such Annual Installment, and any delinquent charges and
interest thereon, including diligently prosecuting an action in district court to foreclose the
currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be
required under any circumstances to purchase or make payment for the purchase of the
delinquent Assessment or the corresponding Parcel of Assessed Property. Furthermore,
nothing shall obligate the City, the City Attorney, or any appropriate designee to undertake
collection or foreclosure actions against delinquent accounts in violation of applicable state
law, court order, or existing contractual provisions between the City and its appropriate
collections enforcement designees.
(c) The City shall not be required under any circumstances to expend any funds for Delinquent
Collection Costs or Administrative Expenses in connection with its covenants and agreements
under this Section or otherwise other than funds on deposit in the Administrative Fund.
(d) To the extent permitted by law, notice of the Annual Installments shall be sent by, or on behalf
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of the City, to the affected property owners on the same statement or such other mechanism
that is used by the City, so that such Annual Installments are collected simultaneously with
ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale
in case of delinquencies as are provided for ad valorem taxes of the City.
Section 7.03 Against Encumbrances.
(a) Other than Refunding Bonds, the City shall not create and, to the extent Pledged Revenues
are received, shall not suffer to remain, any lien, encumbrance or charge upon the Trust
Estate, other than that specified in Section 9.06 of this Indenture, except the pledge created
for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge
of such property related to the Bonds.
(b) So long as Bonds are Outstanding hereunder, and except as set forth in Section 13.02 hereof,
the City shall not issue any bonds, notes or other evidences of indebtedness other than the
Bonds and Refunding Bonds, secured by any pledge of or other lien or charge on the Trust
Estate, other than a lien or pledge subordinate to the lien and pledge of such property related
to the Bonds.
Section 7.04 Records. Accounts. Accounting Reports
The City hereby covenants and agrees that so long as any of the Bonds or any interest thereon
remain outstanding and unpaid, and/or the obligation to the Developer to pay it for funds it has
contributed to pay Project Costs in accordance with the applicable Reimbursement Agreement
remain outstanding and unpaid, it will keep and maintain a proper and complete system of records
and accounts pertaining to the Assessments. The Trustee and Owner or Owners of any Bonds or any
duly authorized agent or agents of such Owners shall have the right, but not the responsibility or
duty, at all reasonable times to inspect the project and all such records, accounts, and data relating
thereto, upon written request to the City by the Trustee or duly authorized representative, as
applicable. The City shall provide the Trustee or duly authorized representative, as applicable, an
opportunity to inspect such books and records relating to the Bonds during the City's regular business
hours and on a mutually agreeable date not later than thirty days after the City receives such request.
Section 7.05 Covenants to Maintain Tax -Exempt Status.
(a) The City covenants to take any action necessary to assure, or refrain from any action that
would adversely affect, the treatment of the Bonds as an obligation described in section 103
of the Code, the interest on which is not includable in the "gross income" of the Owner for
purposes of federal income taxation. In furtherance thereof, the City covenants as follows:
(i) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less
amounts deposited to the Reserve Fund) are used for any "private business use," as defined
in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the proj ects
financed therewith are so used, such amounts, whether or not received by the City, with
respect to such private business use, do not, under the terms of this Article or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code;
37
(ii) to take any action to assure that in the event that the "private business use" described in
subsection (i) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into the Reserve Fund) then the amount in excess of 5
percent is used for a "private business use" that is "related" and not "disproportionate,"
within the meaning of section 141(b)(3) of the Code, to the governmental use;
(iii) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or
5 percent of the proceeds of the Bonds (less amounts deposited into the Reserve Fund) is
directly or indirectly used to finance loans to persons, other than state or local governmental
units, in contravention of section 141(c) of the Code;
(iv) to refrain from taking any action that would otherwise result in the Bonds being treated as
a "private activity bond" within the meaning of section 141(b) of the Code;
(v) to refrain from taking any action that would result in the Bonds being "federally guaranteed"
within the meaning of section 149(b) of the Code;
(vi) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to
acquire or to replace funds that were used, directly or indirectly, to acquire investment
property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield
over the term of the Bonds, other than investment property acquired with —
(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of refunding bonds, for a period of 90 days or less until
such proceeds are needed for the purpose for which the Bonds or refunding bonds are
issued,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(vii) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of
the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage);
(viii) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt
service on another issue more than 90 days after the date of issue of the Bonds in
contravention of the requirements of section 149(d) of the Code (relating to advance
refundings);
(ix) to pay to the United States of America at least once during each five-year period (beginning
on the Delivery Date) an amount that is at least equal to 90 percent of the "Excess Earnings,"
within the meaning of section 148(f) of the Code and to pay to the United States of America,
not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then
required to be paid as a result of Excess Earnings under section 148(f) of the Code; and
(x) to establish reasonable expectations to prevent using the proceeds of the Bonds in
contravention of the requirements of section 149(g) of the Code (relating to hedge bonds).
(b) In order to facilitate compliance with the above covenant (a)(ix), the Rebate Fund may be
established by the City pursuant to Section 6.01 for the sole benefit of the United States of
America, and such Rebate Fund shall not be subj ect to the claim of any other person, including
without limitation the registered Owner. The Rebate Fund would be established for the
additional purpose of compliance with section 148 of the Code.
(c) The City understands that the term "proceeds" includes "disposition proceeds" as defined in
the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any)
and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is
the understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department
of the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations
or rulings are hereafter promulgated that modify or expand provisions of the Code, as
applicable to the Bonds, the City will not be required to comply with any covenant contained
herein to the extent that such failure to comply, in the opinion of nationally recognized bond
counsel, will not adversely affect the exemption from federal income taxation of interest on
the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated that impose additional requirements applicable to the Bonds, the City agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally
recognized bond counsel, to preserve the exemption from federal income taxation of interest
on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby
authorizes and directs the Director of Finance to execute any documents, certificates or
reports required by the Code and to make such elections, on behalf of the City, that may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) The City covenants to account for the expenditure of sale proceeds and investment earnings
to be used for Improvements on its books and records in accordance with the requirements of
the Code. The City recognizes that in order for the proceeds to be considered used for the
reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of
the later of the date that (1) the expenditure is made, or (2) the Improvements are completed;
but in no event later than three years after the date on which the original expenditure is paid.
The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended
under the Code, the sale proceeds or investment earnings must be expended no more than 60
days after the earlier of (1) the fifth anniversary of the Delivery Date, or (2) the date the Bonds
are retired. The City agrees to obtain the advice of nationally recognized bond counsel if such
expenditure fails to comply with the foregoing to assure that such expenditure will not
adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not
be obligated to comply with this covenant if it obtains an opinion that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross income
of the interest.
(e) The City covenants that the projects funded with the proceeds of the Bonds will not be sold
or otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation unless the City obtains an opinion of nationally recognized bond counsel that
39
such sale or other disposition will not adversely affect the tax-exempt status of the Bonds.
For purposes of the foregoing, the portion of the property comprising personal property and
disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of
cash or other compensation. For purposes hereof, the City shall not be obligated to comply
with this covenant if it obtains a legal opinion that such failure to comply will not adversely
affect the excludability for federal income tax proposes from gross income of the interest.
Article VIII
LIABILITY OF CITY
(a) Neither the full faith and credit nor the general taxing power of the City is pledged to the
payment of the Bonds, and, except for the Trust Estate, no City taxes, fee or revenues from
any source are pledged to the payment of, or available to pay any portion of, the Bonds or
any other obligations relating to the District. The City shall never be liable for any obligations
relating to the Bonds or other obligations relating to the District, other than as specifically
provided for in this Indenture.
(b) The City shall not incur any responsibility in respect of the Bonds or this Indenture other than
in connection with the duties or obligations explicitly herein or in the Bonds assigned to or
imposed upon it. The City shall not be liable in connection with the performance of its duties
hereunder, except for its own willful default or act of bad faith. The City shall not be bound
to ascertain or inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements of the Trustee herein or of any of the documents executed by the
Trustee in connection with the Bonds, or as to the existence of a default or Event of Default
thereunder.
(c) In the absence of bad faith, the City may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the City and conforming to the requirements of this Indenture. The City shall not be liable
for any error of judgment made in good faith unless it shall be proved that it was negligent in
ascertaining the pertinent facts.
(d) No provision of this Indenture, the Bonds, the Assessment Ordinance, or any agreement,
document, instrument, or certificate executed, delivered or approved in connection with the
issuance, sale, delivery, or administration of the Bonds (the "Bond Documents"), shall require
the City to expend or risk its own general funds or otherwise incur any financial liability
(other than with respect to the Pledged Revenues and the Administrative Expenses) in the
performance of any of its obligations hereunder, or in the exercise of any of its rights or
powers, if in the judgment of the City there are reasonable grounds for believing that the
repayment of such funds or liability is not reasonably assured to it.
(e) Neither the Owners nor any other Person shall have any claim against the City or any of its
officers, officials, agents, or employees for damages suffered as a result of the City's failure
to perform in any respect any covenant, undertaking, or obligation under any Bond
Documents or as a result of the incorrectness of any representation in, or omission from, any
of the Bond Documents, except to the extent that any such claim relates to an obligation,
undertaking, representation, or covenant of the City, in accordance with the Bond Documents
and the PD Act. Any such claim shall be payable only from the Trust Estate. Nothing
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contained in any of the Bond Documents shall be construed to preclude any action or
proceeding in any court or before any governmental body, agency, or instrumentality against
the City or any of its officers, officials, agents, or employees to enforce the provisions of any
of the Bond Documents or to enforce all rights of the Owners of the Bonds by mandamus or
other proceeding at law or in equity.
(f) The City may rely on and shall be protected in acting or refraining from acting upon any
notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or
document believed by it to be genuine and to have been signed or presented by the proper
party or proper parties. The City may consult with counsel with regard to legal questions, and
the opinion of such counsel shall be full and complete authorization and protection in respect
of any action taken or suffered by it hereunder in good faith and in accordance therewith.
(g) Whenever in the administration of its duties under this Indenture, the City shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to
be conclusively proved and established by a certificate of the Trustee, an Independent
Financial Consultant, an independent inspector or City Manager or other person designated
by the City Council to so act on behalf of the City, and such certificate shall be full warrant
to the City for any action taken or suffered under the provisions of this Indenture upon the
faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such
matter or may require such additional evidence as to it may seem reasonable.
(h) In order to perform its duties and obligations hereunder, the City may employ such persons
or entities as it deems necessary or advisable. The City shall not be liable for any of the acts
or omissions of such persons or entities employed by it in good faith hereunder, and shall be
entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations, and directions of such persons or entities.
Article IX
THE TRUSTEE
Section 9.01 Trustee as Paving Aent/Reistrar.
The Trustee is hereby designated and agrees to act as Registrar and Paying Agent for and in
respect to the Bonds. The Trustee hereby accepts and agrees to execute the respective trusts imposed
upon it by this Indenture, but only upon the express terms and conditions, and subject to the
provisions of this Indenture to all of which the parties hereto and the Owners of the Bonds agree.
Section 9.02 Trustee Entitled to Indemnity.
The Trustee shall be under no obligation to spend its own funds, to institute any suit, or to
undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in
any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby
created or in the enforcement or exercise of any rights and powers hereunder, until it shall be
indemnified to its satisfaction against any and all costs and expenses, outlays, and counsel fees and
other reasonable disbursements, and against all liability except as a consequence of its own
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negligence or willful misconduct. Nevertheless, the Trustee may begin suit, or appear in and defend
suit, or do anything else in its judgment proper to be done by it as the Trustee, without indemnity,
and in such case the Trustee may make transfers from the Pledged Revenue Fund or the
Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other reasonable
disbursements properly incurred in connection therewith and shall be entitled to a preference therefor
over any Bonds Outstanding hereunder.
Section 9.03 Responsibilities of the Trustee.
The Trustee accepts the trusts imposed upon it by this Indenture, and agrees to observe and
perform those trusts, but only upon and subject to the terms and conditions set forth in this Article,
to all of which the parties hereto and the Owners agree.
(a) Prior to the occurrence of an Event of Default of which the Trustee has been notified, and
after the cure or waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set forth
specifically in this Indenture, and no duties or obligations shall be implied to the Trustee;
and
(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture; but
in the case of any such certificates or opinions which by any provision hereof are required
specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform on their face to the requirements of this
Indenture.
(b) In case an Event of Default has occurred and is continuing hereunder (of which the Trustee
has been notified in writing, or is deemed to have notice), the Trustee shall exercise those
rights and powers vested in it by this Indenture and shall use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the circumstances in the
conduct of his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act, or its own willful misconduct, except
that:
(i) this subparagraph shall not be construed to affect the limitation of the Trustee's duties and
obligations provided in Section 9.03(a)(i) or the Trustee's right to rely on the truth of
statements and the correctness of opinions as provided in Section 9.05;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of
its officers, unless it shall be established that the Trustee was negligent in ascertaining the
pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it
in good faith in accordance with the direction of the controlling Owners relating to the time,
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method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.
Whether or not therein expressly so provided, every provision of this Indenture or any other
Bond Document relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Article IX.
(d) The recitals contained in this Indenture and in the Bonds shall be taken as the statements of
the City and the Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of the offering documents, this
Indenture, or the Bonds or with respect to the security afforded by this Indenture, or the
technical or financial feasibility of the project, or the compliance of the project with the PD
Act or the tax-exempt status of the Bonds, and the Trustee shall incur no liability with respect
thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no
responsibility or duty with respect to: (i) the issuance of Bonds for value; (ii) the application
of the proceeds thereof, except to the extent that such proceeds are received by it in its
capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance
with this Indenture, except as to the application of any moneys paid to it in its capacity as
Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v) undertaking any other
action unless specifically authorized pursuant to written direction by the City or pursuant to
this Indenture; or (vi) the use of Bond proceeds or sufficiency of said proceeds or cash flow
to accomplish the intended objective of the financing.
(e) The duties and obligations of the Trustee shall be determined by the express provisions of
this Indenture, and the Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Indenture.
(f) The Trustee shall not be liable for any action taken or omitted by it in the performance of its
duties under this Indenture, except for its own negligence or willful misconduct, both before
and after default by the City. In no event shall the Trustee be liable for incidental, indirect,
special or consequential damages in connection with or arising from this Indenture for the
existence, furnishing or use of the Improvements.
(g) The Trustee (i) may execute any of the trusts or powers hereof and perform any of its duties
by or through attorneys, agents, receivers or employees (but shall be answerable therefor only
in accordance with the standard specified above), (ii) shall be entitled to the advice of counsel
concerning all matters of trusts hereof and duties hereunder, and (iii) may pay at the expense
of the Owners of the Bonds reasonable compensation in all cases to all of those attorneys,
agents, receivers and employees reasonably employed by it in connection with the trusts
hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the
attorney or attorneys for the City) approved by the Trustee in the exercise of reasonable care.
The Trustee shall not be responsible for any loss or damage resulting from any action taken
or omitted to be taken in good faith in reliance upon that opinion or advice.
(h) Except for its certificate of authentication on the Bonds, the Trustee shall not be responsible
for:
(i) the validity, priority, recording, re-recording, filing or re filing of this Indenture or any
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Supplemental Indenture,
(ii) any instrument or document of further assurance or collateral assignment,
(iii) the filing of any financing statements, amendments thereto or continuation statements,
(iv) insurance of the Improvements or collection of insurance money,
(v) the validity of the execution by the City of this Indenture, any Supplemental Indenture or
instruments or documents of further assurance, or
(vi) the sufficiency of the security for the Bonds issued hereunder or intended to be secured
hereby.
(i) The Trustee shall not be accountable for the application by any Person of the proceeds of any
Bonds authenticated or delivered hereunder.
(j) Any action taken by the Trustee pursuant to this Indenture upon the direction, request,
authority or consent of any Person who is the Owner of any Bonds at the time of making the
request or giving the authority or consent, shall be conclusive and binding upon all future
Owners of the same Bond and of Bonds issued in exchange therefor or in place thereof.
(k) The Trustee shall not be required to take notice, and shall not be deemed to have notice, of
any default or Event of Default, except Events of Default described in Section 11.01(a)(i),
unless the Trustee shall be notified specifically of the default or Event of Default in a written
instrument or document delivered to it by the City or by the Owners of more than 50% of the
aggregate Outstanding principal amount of Bonds. In the absence of delivery of a notice
satisfying those requirements, the Trustee may assume conclusively that there is no Event of
Default, except as noted above. Notwithstanding the foregoing or anything to the contrary
contained herein, no notice to the Trustee shall be deemed given to or received by the Trustee
unless actually delivered to an officer of the Trustee having responsibility under this
Indenture.
(1) The Trustee shall not be required to give any bond or surety with respect to the execution of
these trusts and powers or otherwise in respect of the premises.
(m) Any resolution by the City, and any opinions, certificates and other instruments and
documents for which provision is made in this Indenture, may be accepted by the Trustee, in
the absence of bad faith on its part, as conclusive evidence of the facts and conclusions stated
therein and shall be full warrant, protection and authority to the Trustee for its actions taken
hereunder.
(n) The Trustee shall be entitled to file proofs of claim in bankruptcy. Ordinary trustee and
paying agent/registrar fees and expenses and extraordinary fees and expenses of the Trustee
and the Paying Agent/Registrar incurred hereunder are intended to constitute administrative
expenses in bankruptcy.
(o) The Trustee's immunities and protections from liability and its right to indemnification in
connection with the performance of its duties under this Indenture shall extend to the
Trustee's officers, directors, agents, attorneys and employees. Such immunities and
protections and rights to indemnification, together with the Trustee's right to compensation
for trustee and paying agent/registrar services shall survive the Trustee's resignation or
removal, the discharge of this Indenture, and final payment of the Bonds.
(p) The Trustee shall have no responsibility with respect to any information, statement or recital
in any official statement, offering memorandum or any other disclosure material prepared or
distributed with respect to the Bonds, except for any information provided by the Trustee,
and shall have no responsibility for compliance with any state or federal securities laws in
connection with the Bonds.
(q) The permissive right of the Trustee to do things enumerated in this Indenture shall not be
construed as a duty and the Trustee shall not be answerable for other than its negligence or
willful misconduct. Such standard of care is not considered a fiduciary standard nor shall the
Trustee be considered a fiduciary in the performance of its duties hereunder.
(r) The Trustee shall not be responsible or liable for the environmental condition or any
contamination of the Improvements or any real property or improvements related thereto or
for any diminution in value of the same as a result of any contamination by any hazardous
substance, hazardous material, pollutant or contaminant. The Trustee shall not be liable for
any claims by or on behalf of the Owners or any other person or entity arising from
contamination by any hazardous substance, hazardous material, pollutant or contaminant, and
shall have no duty or obligation to assess the environmental condition of the Improvements
or any real property or improvements related thereto or with respect to compliance thereof
under state or federal laws pertaining to the transport, storage, treatment or disposal of,
hazardous substances, hazardous materials, pollutants, or contaminants or regulations,
permits or licenses issued under such laws.
(s) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be
responsible for nor have any duty to monitor the performance or any action of the City, or
any of its directors, members, officers, agents, affiliates or employee, nor shall it have any
liability in connection with the malfeasance or nonfeasance by such party.
(t) In the event that any of the Trust Estate shall be attached, garnished or levied upon by any
court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any
order, judgment or decree shall be made or entered by any court order affecting such assets,
the Trustee is hereby expressly authorized to respond as it deems appropriate or to comply
with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel
of its own choosing is binding upon it, whether with or without jurisdiction. In the event that
the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any
of the Parties or to any other person, firm or corporation, should, by reason of such
compliance notwithstanding, such writ, order or decree be subsequently reversed, modified,
annulled, set aside or vacated.
(u) The Trustee shall not be responsible or liable for any failure or delay in the performance of
its obligations under this Indenture arising out of or caused, directly or indirectly, by
circumstances beyond its control, including without limitation, any act or provision of any
present or future law or regulation or governmental authority; acts of God; earthquakes; fires;
floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; riots;
interruptions, loss or malfunctions of utilities, computer (hardware or software) or
communications service; accidents; labor disputes; acts of civil or military authority or
governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other
wire or communication facility.
(v) The Trustee shall have the right but not the obligation to act as directed by the Owners of at
least a majority of the aggregate outstanding principal of the Bonds and shall not be liable in
taking any action so directed if the Trustee acts in the absence of bad faith.
Section 9.04 Probertv Held in Trust.
All moneys and securities held by the Trustee at any time pursuant to the terms of this
Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions of
this Indenture.
Section 9.05 Trustee Protected in Relvin4 on Certain Documents.
The Trustee may request and rely upon any order, notice, request, consent, waiver, certificate,
statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with
the terms of this Indenture, to be paid for by the City or Owners of the Bonds, that it shall in good
faith reasonably believe to be genuine and to have been adopted or signed by the proper board or
Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or
upon the written opinion of any counsel, architect, engineer, insurance consultant, management
consultant, or accountant believed by the Trustee to be qualified in relation to the subject matter, and
the Trustee shall be under no duty to make any investigation or inquiry into and shall not be deemed
to have knowledge of any statements contained or matters referred to in any such instrument. The
Trustee may consult with counsel, who may or may not be Co -Bond Counsel, and the opinion of
such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered, or omitted to be taken by it in good faith and in accordance therewith.
Whenever the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action under this Indenture, such matter may be deemed
to be conclusively proved and established by a City Certificate, unless other evidence in respect
thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for any action
taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept
other evidence of such fact or matter or may require such further or additional evidence as it may
deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other
direction required or permitted to be furnished pursuant to any provision hereof by the City to the
Trustee shall be sufficiently executed if executed in the name of the City by the City Representative.
The Trustee shall not be under any obligation to see to the recording or filing of this Indenture,
or otherwise to the giving to any Person of notice of the provisions hereof except as expressly
required in Section 9.13 herein.
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Section 9.06 Compensation
Unless otherwise provided by contract with the City, the Trustee shall transfer from the
Administrative Fund, from time to time, reasonable compensation for all services rendered by it
hereunder, including its services as Paying Agent/Registrar, together with all its reasonable expenses,
charges, and other disbursements and those of its counsel, agents and employees, incurred in and
about the administration and execution of the trusts hereby created and the exercise of its powers and
the performance of its duties hereunder, subject to any limit on the amount of such compensation or
recovery of expenses or other charges as shall be prescribed by specific agreement, and the Trustee
shall have a lien therefor on any and all funds at any time held by it in the Administrative Fund. The
Trustee shall have the right to increase its fees as the cost of business dictates and as negotiated with
the City. None of the provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur liability, financial or otherwise, in the performance of any of its
duties or in the exercise of any of its rights or powers, if in the judgment of the Trustee there are
reasonable grounds for believing that the repayment of such funds or liability is not reasonably
assured to it. The Trustee shall not be required to make any disbursement of funds until having
collected funds. If the City shall fail to make any payment required by this Section, the Trustee may
make such payment from any moneys in its possession in the Administrative Fund.
In the event that the Trustee renders any service not contemplated in this Indenture, or if any
material controversy arises hereunder, or the Trustee is made a party to any litigation pertaining to
this Indenture or the subject matter hereof, then the Trustee shall be compensated for such
extraordinary services and any services or work performed by Trustee in connection with any delay,
controversy, litigation or event, and reimbursed for all costs and expenses, including reasonable
attorneys' fees and expenses, occasioned by any such delay, controversy, litigation or event.
Section 9.07 Permitted Acts
The Trustee and its directors, officers, employees, or agents may become the owner of or may
in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any Owner of
Bonds may be entitled to take as fully and with the same rights as if it were not the Trustee. The
Trustee may act as depository, and permit any of its officers or directors to act as a member of, or in
any other capacity with respect to, the City or any committee formed to protect the rights of Owners
of Bonds or to effect or aid in any reorganization growing out of the enforcement of the Bonds or
this Indenture, whether or not such committee shall represent the Owners of a majority in aggregate
Outstanding principal amount of the Bonds.
Section 9.08 Resignation of Trustee.
The Trustee may at any time resign and be discharged of its duties and obligations hereunder
by giving not fewer than 30 days' notice, specifying the date when such resignation shall take effect,
to the City and each Owner of any Outstanding Bond. Such resignation shall take effect upon the
appointment of a successor as provided in Section 9.10 and the acceptance of such appointment by
such successor.
Section 9.09 Removal of Trustee.
The Trustee may be removed at any time by (i) the Owners of at least a majority of the
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aggregate Outstanding principal of the Bonds by an instrument or concurrent instruments in writing
signed and acknowledged by such Owners or by their attorneys -in -fact, duly authorized and delivered
to the City, or (ii) so long as the City is not in default under this Indenture, the City. Copies of each
such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee
may also be removed at any time for any breach of trust or for acting or proceeding in violation of,
or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the
duties and obligations of the Trustee by any court of competent jurisdiction upon the application of
the City or the Owners of not less than 10% of the aggregate outstanding principal of the Bonds.
Section 9.10 Successor Trustee.
(a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Trustee
or of its property shall be appointed, or if any public officer shall take charge or control of
the Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon
become vacant.
(b) If the position of Trustee shall become vacant for any of the foregoing reasons or for any
other reason, a successor Trustee may be appointed within one year after any such vacancy
shall have occurred by the Owners of at least a majority in aggregate Outstanding principal
amount of the Bonds by an instrument or concurrent instruments in writing signed and
acknowledged by such Owners or their attorneys -in -fact, duly authorized and delivered to
such successor Trustee, with notification thereof being given to the predecessor Trustee and
the City.
(c) Until such successor Trustee shall have been appointed by the Owners of the Bonds, the City
shall forthwith (and in no event in excess of 30 days after such vacancy occurs) appoint a
Trustee to act hereunder. Copies of any instrument of the City providing for any such
appointment shall be delivered by the City to the Trustee so appointed. The City shall mail
notice of any such appointment to each Owner of any Outstanding Bonds within 30 days after
such appointment. Any appointment of a successor Trustee made by the City immediately
and without further act shall be superseded and revoked by an appointment subsequently
made by the Owners of Bonds.
(d) If in a proper case no appointment of a successor Trustee shall be made within 30 days after
the giving by any Trustee of any notice of resignation in accordance with Section 9.08 herein
or after the occurrence of any other event requiring or authorizing such appointment, the
Trustee or any Owner of Bonds may apply to any court of competent jurisdiction for the
appointment of such a successor, and the court may thereupon, after such notice, if any, as
the court may deem proper, appoint such successor and the City shall be responsible for the
costs of such appointment process.
(e) Any successor Trustee appointed under the provisions of this Section shall be a commercial
bank or trust company or national banking association (i) having a capital and surplus and
undivided profits aggregating at least $50,000,000, if there be such a commercial bank or
trust company or national banking association willing and able to accept the appointment on
reasonable and customary terms, and (ii) authorized by law to perform all the duties of the
Trustee required by this Indenture.
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(f) Each successor Trustee shall mail, in accordance with the provisions of the Bonds, notice of
its appointment to the Trustee, any rating agency which, at the time of such appointment, is
providing a rating on the Bonds and each of the Owners of the Bonds.
Section 9.11 Transfer of Rights and Property to Successor Trustee.
Any successor Trustee appointed under the provisions of Section 9.10 shall execute,
acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such
appointment, and thereupon such successor, without any further act, deed, or conveyance, shall
become fully vested with all moneys, estates, properties, rights, immunities, powers, duties,
obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as
Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such
successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance
and do such other things as may reasonably be required for more fully and certainly vesting and
confirming in such successor all the rights, immunities, powers, and trusts of such Trustee and all the
right, title, and interest of such Trustee in and to the Trust Estate, and shall pay over, assign, and
deliver to such successor any moneys or other properties subject to the trusts and conditions herein
set forth. Should any deed, conveyance, or instrument in writing from the City be required by such
successor for more fully and certainly vesting in and confirming to it any such moneys, estates,
properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and
instruments in writing, on request and so far as may be authorized by law, shall be executed,
acknowledged, and delivered by the City.
Section 9.12 Merger, Conversion or Consolidation of Trustee.
Any corporation or association into which the Trustee may be merged or with which it may
be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which it shall be a party or any corporation or association to which the Trustee may
sell or transfer all or substantially all of its corporate trust business shall be the successor to such
Trustee hereunder, without any further act, deed or conveyance, provided that such corporation or
association shall be a commercial bank or trust company or national banking association qualified to
be a successor to such Trustee under the provisions of Section 9.10, or a trust company that is a
wholly -owned subsidiary of any of the foregoing.
Section 9.13 Trustee to File Continuation Statements.
If necessary, pursuant to written direction by the City, the Trustee shall file or cause to be
filed, such continuation statements as are delivered to the Trustee by the City, or on behalf of the
City, and which may be required by the Texas Uniform Commercial Code, as from time to time in
effect (the "UCC"), in order to continue perfection of the security interest of the Trustee in such items
of tangible or intangible personal property and any fixtures as may have been granted to the Trustee
pursuant to this Indenture in the time, place and manner required by the UCC.
Section 9.14 Construction of Indenture.
The Trustee may construe any of the provisions of this Indenture insofar as the same may
appear to be ambiguous or inconsistent with any other provision hereof, and any construction of any
such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the Bonds.
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Permissive rights of the Trustee are not to be construed as duties.
Article X
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 10.01 Amendments Permitted.
(a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds may
be modified or amended at any time by a Supplemental Indenture, except as provided below,
pursuant to the affirmative vote at a meeting of Owners of the Bonds, or with the written
consent without a meeting, of the Owners of not less than a majority in aggregate of the
principal amount of the Bonds then Outstanding, and the City's approval of such modification
or amendment. No such modification or amendment shall (i) extend the maturity of any Bond
or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to
pay the principal of, and the interest and any premium on, any Bond, without the express
consent of the Owner of such Bond, (ii) permit the creation by the City of any pledge or lien
upon the Trust Estate superior to or on a parity with the pledge and lien created for the
benefit of the Bonds (except as otherwise permitted by Applicable Laws and this Indenture),
or (iii) reduce the percentage of Bonds required for the amendment hereof. Any such
amendment may not modify any of the rights or obligations of the Trustee without its written
consent.
(b) This Indenture and the rights and obligations of the City and of the Owners may also be
modified or amended at any time by a Supplemental Indenture, without the consent of any
Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(i) to add to the covenants and agreements of the City in this Indenture contained, other
covenants and agreements thereafter to be observed, or to limit or surrender any right or
power herein reserved to or conferred upon the City;
(ii) to make modifications not adversely affecting any Outstanding Bonds in any material
respect;
(iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained in this Indenture, or in regard to questions
arising under this Indenture, as the City and the Trustee may deem necessary or desirable
and not inconsistent with this Indenture, and that shall not adversely affect the rights of the
Owners of the Bonds;
(iv) to set forth additional provisions, if deemed necessary or advisable, in connection with the
issuance of Refunding Bonds permitted under the terms of this Indenture; and
(v) to make such additions, deletions or modifications as may be necessary or desirable to assure
exemption from federal income taxation of interest on the Bonds.
(c) Any modification or amendment made pursuant to this paragraph shall not be subject to the
notice procedures specified in Section 10.03 below.
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(d) Notwithstanding the above, no Supplemental Indenture under this Section shall be effective
unless the City first delivers to the Trustee an opinion of Co -Bond Counsel to the effect that
such amendment is permitted by and in compliance with this Indenture and will not adversely
affect the (i) interests of the Owners in any material respect, or (ii) exclusion of interest on
any Bond from gross income for purposes of federal income taxation.
Section 10.02 Owners' Meetings.
The City may at any time call a meeting of the Owners of the Bonds. In such event the City
is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof,
and to fix and adopt rules and regulations for the conduct of said meeting.
Section 10.03 Procedure for Amendment with Written Consent of Owners.
(a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the
provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted
by Section 10.01 herein, to take effect when and as provided in this Section. A copy of such
Supplemental Indenture, together with a request to Owners for their consent thereto, shall be
mailed by first-class mail, by the Trustee to each Owner of Bonds from whom consent is
required under this Indenture, but failure to mail copies of such Supplemental Indenture and
request shall not affect the validity of the Supplemental Indenture when assented to as in this
Section provided.
(b) Such Supplemental Indenture shall not become effective unless there shall be filed with the
Trustee the written consents of the Owners as required by this Indenture and a notice shall
have been mailed as hereinafter in this Section provided and the City has delivered to the
Trustee an opinion of Co -Bond Counsel to the effect that such amendment is permitted and
will not adversely affect the exclusion of interest on the Bonds from gross income for
purposes of federal income taxation. Each such consent shall be effective only if accompanied
by proof of ownership of the Bonds for which such consent is given, which proof shall be
such as is permitted by Section 11.06 herein. Any such consent shall be binding upon the
Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such
subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner
giving such consent or a subsequent Owner by filing such revocation with the Trustee prior
to the date when the notice hereinafter in this Section provided for has been mailed.
(c) After the Owners of the required percentage of Bonds shall have filed their consents to the
Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore
provided in this Section for the mailing of the Supplemental Indenture, stating in substance
that the Supplemental Indenture has been consented to by the Owners of the required
percentage of Bonds and will be effective as provided in this Section (but failure to mail
copies of said notice shall not affect the validity of the Supplemental Indenture or consents
thereto). Proof of the mailing of such notice shall be filed with the Trustee. A record,
consisting of the papers required by this Section 10.03 to be filed with the Trustee, shall be
proof of the matters therein stated until the contrary is proved. The Supplemental Indenture
shall become effective upon the filing with the Trustee of the proof of mailing of such notice,
and the Supplemental Indenture shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds
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at the expiration of ninety (90) days after such filing, except in the event of a final decree of
a court of competent jurisdiction setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such ninety -day period.
Section 10.04 Procedure for Amendment Not Requiring Owner Consent.
(a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the
provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted
by Section 10.01, to take effect when and as provided in this Section. The City shall direct
the Trustee to provide a copy of such Supplemental Indenture, together with a notice stating
that the Supplemental Indenture does not require Owner consent, mailed by first class mail to
each Owner of Bonds, but failure to mail copies of such Supplemental Indenture shall not
affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its
mailing of such notice. A record, consisting of the papers required by this Section 10.04,
shall be proof of the matters therein stated until the contrary is proved.
(b) The Supplemental Indenture shall become effective upon the execution and delivery of such
Supplemental Indenture by the Trustee and the City, and the Supplemental Indenture shall be
deemed conclusively binding upon the City, the Trustee and the Owners of all Bonds as of
the date of such execution and delivery.
Section 10.05 Effect of Supplemental Indenture.
From and after the time any Supplemental Indenture becomes effective pursuant to this
Article, this Indenture shall be deemed to be modified and amended in accordance therewith, the
respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners
of Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions of any such
Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for
any and all purposes.
Section 10.06 Endorsement or Replacement of Bonds Issued After Amendments.
The City may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article shall bear a notation, by endorsement or otherwise, in form approved
by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at
such effective date and presentation of his Bond for that purpose at the designated office of the
Trustee or at such other office as the City may select and designate for that purpose, a suitable
notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the
opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed, and
delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds
shall be exchanged at the designated office of the Trustee without cost to any Owner, for Bonds then
Outstanding, upon surrender of such Bonds.
Section 10.07 Amendatory Endorsement of Bonds
The provisions of this Article shall not prevent any Owner from accepting any amendment as
to the particular Bonds held by such Owner, provided that due notation thereof is made on such
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Bonds.
Section 10.08 Waiver of Default
With the written consent of the Owners of at least a majority in aggregate principal amount
of the Bonds then Outstanding, the Owners may waive compliance by the City with certain past
defaults under this Indenture and their consequences. Any such consent shall be conclusive and
binding upon the Owners and upon all future Owners.
Section 10.09 Execution of Supplemental Indenture.
In executing, or accepting the additional trusts created by, any Supplemental Indenture
permitted by this Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed
and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture
is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated
to, enter into such Supplemental Indenture which affects the Trustee's own rights, duties and
immunities under this Indenture.
Article XI
DEFAULT AND REMEDIES
Section 11.01 Events of Default.
(a) Each of the following occurrences or events shall be and is hereby declared to be an "Event
of Default," to wit:
(i) The failure of the City to deposit the Pledged Revenues to the Bond Pledged Revenue
Account of the Pledged Revenue Fund;
(ii) The failure of the City to enforce the collection of the Assessments including the prosecution
of foreclosure proceedings;
(iii) The failure to make payment of the principal of or interest on any of the Bonds when the
same becomes due and payable and such failure is not remedied within thirty (30) days;
provided, however, that the payments are to be made only from Pledged Revenues or other
funds currently available in the Pledged Funds and available to the City to make the
payments; and
(iv) Default in the performance or observance of any covenant, agreement or obligation of the
City under this Indenture, other than a default under (iii) above, and the continuation thereof
for a period of ninety (90) days after written notice specifying such default and requiring
same to be remedied shall have been given to the City by the Trustee, which may give such
notice in its discretion and which shall give such notice at the written request of the Owners
of not less than a majority in aggregate principal amount of the Bonds then Outstanding;
provided, however, if the default stated in the notice is capable of cure but cannot reasonably
be cured within the applicable period, the City shall be entitled to a further extension of time
reasonably necessary to remedy such default so long as corrective action is instituted by the
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City within the applicable period and is diligently pursued until such failure is corrected,
but in no event for a period of time of more than one hundred eighty (180) days after such
notice.
(b) Nothing in Section 11.01(a) will be an Event of Default if it is in violation of any applicable
state law or court order.
Section 11.02 Immediate Remedies for Default.
(a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default
described in Section 11.01, the Trustee may, and at the written direction of the Owners of not
less than a majority in aggregate principal amount of the Bonds then Outstanding and its
receipt of indemnity satisfactory to it, shall proceed against the City for the purpose of
protecting and enforcing the rights of the Owners under this Indenture, by action seeking
mandamus or by other suit, action, or special proceeding in equity or at law, in any court of
competent jurisdiction, for any relief to the extent permitted by Applicable Laws, including,
but not limited to, the specific performance of any covenant or agreement contained herein,
or injunction; provided, however, that no action for money damages against the City may be
sought or shall be permitted.
(b) THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION
UNDER ANY CIRCUMSTANCES.
(c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to all
Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds
due under this Article, the City shall determine, in its absolute discretion, and shall instruct
the Trustee by City Certificate, which Trust Estate assets shall be applied to such payment
and shall not be liable to any Owner or other Person by reason of such selection and
application. In the event that the City shall fail to deliver to the Trustee such City Certificate,
the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following
paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such
selection, liquidation or sale.
(d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether
other remedies authorized under this Indenture shall have been pursued in whole or in part,
the Trustee may cause any or all of the assets of the Trust Estate, including Investment
Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title,
interest, claim and demand thereto and the right of redemption thereof, in one or more parts,
at any such place or places, and at such time or times and upon such notice and terms as the
Trustee may deem appropriate and as may be required by law and apply the proceeds thereof
in accordance with the provisions of this Section. Upon such sale, the Trustee may make and
deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the
same, which sale shall be a perpetual bar both at law and in equity against the City, and all
other Persons claiming such properties. No purchaser at any sale shall be bound to see to the
application of the purchase money proceeds thereof or to inquire as to the authorization,
necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the
Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the
Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the
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judgment of the Trustee, proper for the purpose which may be designated in such request.
Section 11.03 Restriction on Owner's Action.
(a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity
for the enforcement of this Indenture or for the execution of any trust thereof or any other
remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee
has been notified in writing, (ii) such default has become an Event of Default and the Owners
of not less than a majority in aggregate principal amount of the Bonds then Outstanding have
made written request to the Trustee and offered it reasonable opportunity either to proceed to
exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its
own name, (iii) the Owners have furnished to the Trustee indemnity as provided in Section
9.02 herein, (iv) the Trustee has for ninety (90) days after such notice failed or refused to
exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its
own name, (v) no direction inconsistent with such written request has been given to the
Trustee during such 90 -day period by the Owners of a majority of the aggregate principal
amount of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is
given to the Trustee; however, no one or more Owners of the Bonds shall have any right in
any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action
or to enforce any right hereunder except in the manner provided herein, and that all
proceedings at law or in equity shall be instituted and maintained in the manner provided
herein and for the equal benefit of the Owners of all Bonds then Outstanding. The notification,
request and furnishing of indemnity set forth above shall, at the option of the Trustee, be
conditions precedent to the execution of the powers and trusts of this Indenture and to any
action or cause of action for the enforcement of this Indenture or for any other remedy
hereunder.
(b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner
to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the
date fixed for redemption or the obligation of the City to pay each Bond issued hereunder to
the respective Owners thereof at the time and place, from the source and in the manner
expressed herein and in the Bonds.
(c) In case the Trustee or any Owners shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Trustee or any Owners, then and in every such
case the City, the Trustee and the Owners shall be restored to their former positions and rights
hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 11.04 Application of Revenues and Other Moneys After Default.
(a) All moneys, securities, funds, Pledged Revenues and other assets of the Trust Estate and the
income therefrom received by the Trustee pursuant to any right given or action taken under
the provisions of this Article shall, after payment of the cost and expenses of the proceedings
resulting in the collection of such amounts, the expenses (including its counsel), liabilities,
and advances incurred or made by the Trustee, and the fees of the Trustee in carrying out this
Indenture, during the continuance of an Event of Default, notwithstanding Section 11.02
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hereof, shall be applied by the Trustee, to the payment of interest and principal or Redemption
Price then due on Bonds, as follows:
FIRST: To the payment to the Owners entitled thereto all installments of interest then due in
the direct order of maturity of such installments, and, if the amount available shall not be
sufficient to pay in full any installment, then to the payment thereof ratably, according to the
amounts due on such installment, to the Owners entitled thereto, without any discrimination
or preference; and
SECOND: To the payment to the Owners entitled thereto of the unpaid principal of
Outstanding Bonds, or Redemption Price of any Bonds which shall have become due, whether
at maturity or by call for redemption, in the direct order of their due dates and, if the amounts
available shall not be sufficient to pay in full all the Bonds due on any date, then to the
payment thereof ratably, according to the amounts of principal due and to the Owners entitled
thereto, without any discrimination or preference.
Within ten (10) days of receipt of such good and available funds, the Trustee may fix a record
and payment date for any payment to be made to Owners pursuant to this Section 11.04.
(b) In the event funds are not adequate to cure any of the Events of Default described in Section
11.01, the available funds shall be allocated to the Bonds that are Outstanding in proportion
to the quantity of Bonds that are currently due and in default under the terms of this Indenture.
(c) The restoration of the City to its prior position after any and all defaults have been cured, as
provided in Section 11.03, shall not extend to or affect any subsequent default under this
Indenture or impair any right consequent thereon.
Section 11.05 Effect of Waiver.
No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver of any
such default or an acquiescence therein; and every power and remedy given by this Indenture to the
Trustee or the Owners, respectively, may be exercised from time to time and as often as may be
deemed expedient.
Section 11.06 Evidence of Ownership of Bonds.
(a) Any request, consent, revocation of consent or other instrument which this Indenture may
require or permit to be signed and executed by the Owners of Bonds may be in one or more
instruments of similar tenor, and shall be signed or executed by such Owners in person or by
their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of
any instrument appointing any such attorney, or the holding by any Person of the Bonds shall
be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided)
if made in the following manner:
(i) The fact and date of the execution of such instruments by any Owner of Bonds or the duly
appointed attorney authorized to act on behalf of such Owner may be provided by a
guarantee of the signature thereon by a bank or trust company or by the certificate of any
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notary public or other officer authorized to take acknowledgments of deeds, that the Person
signing such request or other instrument acknowledged to him the execution thereof, or by
an affidavit of a witness of such execution, duly sworn to before such notary public or other
officer. Where such execution is by an officer of a corporation or association or a member
of a partnership, on behalf of such corporation, association or partnership, such signature
guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority.
(ii) The ownership of Bonds and the amount, numbers and other identification and date of
holding the same shall be proved by the Register.
(b) Except as otherwise provided in this Indenture with respect to revocation of a consent, any
request or consent by an Owner of any Bond shall bind all future Owners of the same Bond
in respect of anything done or suffered to be done by the City or the Trustee in accordance
therewith.
Section 11.07 No Acceleration.
In the event of the occurrence of an Event of Default under Section 11.01 hereof, the right of
acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration
under this Indenture is expressly denied.
Section 11.08 Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners shall
be fully complied with if it is mailed, first-class, postage prepaid, only to each Owner at the address
appearing upon the Register.
Section 11.09 Exclusion of Bonds.
Bonds owned or held by or for the account of the City will not be deemed Outstanding for
the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this
Indenture, and the City shall not be entitled with respect to such Bonds to give any consent or take
any other action provided for in this Indenture.
Article XII
GENERAL COVENANTS AND REPRESENTATIONS
Section 12.01 Representations as to Trust Estate.
(a) The City represents and warrants that it is authorized by Applicable Laws to authorize and
issue the Bonds, to execute and deliver this Indenture and to pledge the Trust Estate in the
manner and to the extent provided in this Indenture, and that the Trust Estate are and will be
and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with respect
thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this
Indenture except as expressly provided herein.
(b) The City shall at all times, to the extent permitted by Applicable Laws, defend, preserve and
protect the pledge of the Trust Estate and all the rights of the Owners and the Trustee, under
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this Indenture against all claims and demands of all Persons whomsoever.
(c) Subject to Section 7.02(c), City will take all steps reasonably necessary and appropriate, and
will provide written direction to the Trustee to take all steps reasonably necessary and
appropriate, to collect all delinquencies in the collection of the Assessments and any other
amounts pledged to the payment of the Bonds to the fullest extent permitted by the PD Act
and other Applicable Laws.
Section 12.02 Accounts. Periodic ReDorts and Certificates.
The Trustee shall keep or cause to be kept proper books of record and account (separate from
all other records and accounts) in which complete and correct entries shall be made of its transactions
relating to the Funds and Accounts established by this Indenture and which shall at all times be
subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount
of any Bonds then Outstanding or their representatives duly authorized in writing.
Section 12.03 General.
The City shall do and perform or cause to be done and performed all acts and things required
to be done or performed by or on behalf of the City under the provisions of this Indenture.
Article XIII
SPECIAL COVENANTS
Section 13.01 Further Assurances: Due Performance.
(a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be
done, executed and delivered, all and every such further acts, conveyances, transfers, and
assurances in a manner as the Trustee shall reasonably require for better conveying,
transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds,
Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby
transferred and pledged, or intended so to be transferred and pledged.
(b) The City will duly and punctually keep, observe and perform each and every term, covenant
and condition on its part to be kept, observed and performed, contained in this Indenture.
Section 13.02 Additional Obligations or Other Liens.
(a) The City reserves the right, subject to the provisions contained in this Section 13.02, to issue
Additional Obligations under other indentures, assessment ordinances, or similar agreements
or other obligations which do not constitute or create a lien on the Trust Estate and are not
payable from the Pledged Revenues.
(b) The City will not create or voluntarily permit to be created any debt, lien or charge on the
Trust Estate, and will not do or omit to do or suffer to be or omit to be done any matter or
things whatsoever whereby the lien of this Indenture or the priority hereof might or could be
lost or impaired; provided, however, that (a) the City reserves the right to issue Refunding
Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding
Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds,
as authorized by the laws of the State, and (b) the City reserves the right to issue bonds or
other obligations secured by and payable from Pledged Revenues, so long as such pledge is
subordinate to the pledge of Pledged Revenues securing payment of the Bonds.
(c) Notwithstanding anything to the contrary herein no Refunding Bonds or subordinate
obligations described by Section 13.02(b) above may be issued by the City unless: (1) the
principal (including any principal amounts to be redeemed on a mandatory sinking fund
redemption date) of such Refunding Bonds or subordinate obligations are scheduled to mature
on September 1 of the years in which principal is scheduled to mature and (2) the interest on
such Refunding Bonds or subordinate obligations must be scheduled to be paid on March 1
and September 1 of the years in which interest is scheduled to be paid.
Section 13.03 Books of Record.
(a) The City shall cause to be kept full and proper books of record and accounts, in which full,
true and proper entries will be made of all dealings, business and affairs of the City, which
relate to the Trust Estate and the Bonds.
(b) The Trustee shall have no responsibility with respect to the financial and other information
received by it pursuant to this Section 13.03 except to receive and retain same, subject to the
Trustee's document retention policies, and to distribute the same in accordance with the
provisions of this Indenture. Specifically, but without limitation, the Trustee shall have no
duty to review such information, is not considered to have notice of the contents of such
information or a default based on such contents, and has no duty to verify the accuracy of
such information.
Article XIV
PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE
INDENTURE
Section 14.01 Trust Irrevocable.
The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds
secured hereby are fully paid or provision is made for their payment as provided in this Article.
Section 14.02 Satisfaction of Indenture.
If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners,
principal of and interest on all of the Bonds, at the times and in the manner stipulated in this Indenture,
and all amounts due and owing with respect to the Bonds have been paid or provided for, then the
pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the
Owners of such Bonds, shall thereupon cease, terminate, and become void and be discharged and
satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents
as it may have evidencing that principal of and interest on all of the Bonds has been paid so that the
City may determine if this Indenture is satisfied; if so, the Trustee shall pay over or deliver all moneys
held by it in the Funds and Accounts held hereunder to the Person entitled to receive such amounts,
or, if no Person is entitled to receive such amounts, then to the City.
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Section 14.03 Bonds Deemed Paid.
All Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof be
deemed to have been paid and to no longer be deemed Outstanding if (i) in case any such Bonds are
to be redeemed on any date prior to their Stated Maturity, the Trustee shall have given notice of
redemption on said date as provided herein, (ii) there shall have been deposited with the Trustee
either moneys in an amount which shall be sufficient, or Defeasance Securities the principal of and
the interest on which when due will provide moneys which, together with any moneys deposited with
the Trustee for such purpose, shall be sufficient to pay when due the principal of and interest on the
Bonds to become due on the Bonds on and prior to the redemption date or maturity date thereof, as
the case may be, (iii) the Trustee shall have received a report by an independent certified public
accountant or other qualified third -party selected by the City verifying the sufficiency of the moneys
and/or Defeasance Securities deposited with the Trustee to pay when due the principal of and interest
on the Bonds to become due on such Bonds on and prior to the redemption date or maturity date
thereof, as the case may be, and (iv) if the Bonds are then rated, the Trustee shall have received
written confirmation from each rating agency then publishing a rating on such Bonds that such
deposit will not result in the reduction or withdrawal of the rating on such Bonds. Neither Defeasance
Securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest
payments on any such Defeasance Securities shall be withdrawn or used for any purpose other
than, and shall be held in trust for, the payment of the principal of and interest on the Bonds. Any
cash received from such principal of and interest on such Defeasance Securities deposited with the
Trustee, if not then needed for such purpose, shall, be reinvested in Defeasance Securities as directed
in writing by the City maturing at times and in amounts sufficient to pay when due the principal of
and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the case
may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as
aforesaid shall be made only against delivery of such Defeasance Securities.
Article XV
MISCELLANEOUS
Section 15.01 Benefits of Indenture Limited to Parties.
Nothing in this Indenture, expressed or implied, is intended to give to any Person other than
the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this Indenture.
Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City
shall be for the sole and exclusive benefit of the Owners and the Trustee. This Indenture and the
exhibits hereto set forth the entire agreement and understanding of the parties related to this
transaction and supersedes all prior agreements and understandings, oral or written.
Section 15.02 Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is
named or referred to, such reference shall be deemed to include the successors or assigns thereof,
and all the covenants and agreements in this Indenture contained by or on behalf of the City or the
Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether
so expressed or not.
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Section 15.03 Execution of Documents and Proof of Ownership by Owners.
(a) Any request, declaration, or other instrument which this Indenture may require or permit to
be executed by Owners may be in one or more instruments of similar tenor, and shall be
executed by Owners in person or by their attorneys duly appointed in writing.
(b) Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration, or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the Person signing such request, declaration, or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
(c) Except as otherwise herein expressly provided, the ownership of registered Bonds and the
amount, maturity, number, and date of holding the same shall be proved by the Register.
(d) Any request, declaration or other instrument or writing of the Owner of any Bond shall bind
all future Owners of such Bond in respect of anything done or suffered to be done by the City
or the Trustee in good faith and in accordance therewith.
Section 15.04 No Waiver of Personal Liability.
No member, officer, agent, or employee of the City shall be individually or personally liable
for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein
contained shall relieve any such member, officer, agent, or employee from the performance of any
official duty provided by law.
Section 15.05 Notices to and Demands on City and Trustee.
(a) Except as otherwise expressly provided in this Indenture, all notices or other instruments
required or permitted under this Indenture, including any City Certificate, shall be in writing
and shall be delivered by hand, mailed by first- class mail, postage prepaid, or transmitted by
facsimile or e-mail and addressed as follows:
If to the City: City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: City Manager
Telephone: (817) 392-6113
City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: City Attorney
Telephone: (817) 392-8973
City of Fort Worth, Texas
61
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: CFO / Director of Financial Management Services
Telephone: (817) 392-8517
If to the Trustee or the Paying BOKF, NA
Agent/Registrar: Attention: Corporate Trust Services — Dayna Smith /
Ashia Cook
5956 Sherry Lane, Suite 900 Dallas, TX, 75225
Telephone: (214) 987.8881
Email: texaspids(a,bokf.com
Any such notice, demand, or request may also be transmitted to the appropriate party by
telephone and shall be deemed to be properly given or made at the time of such transmission if, and
only if, such transmission of notice shall be confirmed in writing and sent as specified above.
Any of such addresses may be changed at any time upon written notice of such change given
to the other party by the party effecting the change. Notices and consents given by mail in accordance
with this Section shall be deemed to have been given five Business Days after the date of dispatch;
notices and consents given by any other means shall be deemed to have been given when received.
(b) The Trustee shall mail to each Owner of a Bond notice of (i) any substitution of the Trustee;
or (ii) the redemption or defeasance of all Bonds Outstanding.
(c) The Trustee shall have the right to accept and act upon instructions, including funds transfer
instructions ("Instructions") given pursuant to this Indenture and delivered using Electronic
Means ("Electronic Means" means the following communications methods: e-mail, facsimile
transmission, secure electronic transmission containing applicable authorization codes,
passwords and/or authentication keys issued by the Trustee, or another method or system
specified by the Trustee as available for use in connection with its services hereunder);
provided, however, that the City shall provide to the Trustee an incumbency certificate listing
officers with the authority to provide such Instructions ("Authorized Officers") and
containing specimen signatures of such Authorized Officers, which incumbency certificate
shall be amended by the City whenever a person is to be added or deleted from the listing. If
the City elects to give the Trustee Instructions using Electronic Means and the Trustee elects
to act upon such Instructions, the Trustee's understanding of such Instructions shall be
deemed controlling. The City understands and agrees that the Trustee cannot determine the
identity of the actual sender of such Instructions and that the Trustee shall conclusively
presume that directions that purport to have been sent by an Authorized Officer listed on the
incumbency certificate provided to the Trustee have been sent by such Authorized Officer.
The City shall be responsible for ensuring that only Authorized Officers transmit such
Instructions to the Trustee and the City, and all Authorized Officers are solely responsible to
safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by the City. The Trustee shall not be liable for any
losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and
compliance with such Instructions notwithstanding such directions conflict or are inconsistent
62
with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of
the use of Electronic Means to submit Instructions to the Trustee, including without limitation
the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and
misuse by third parties; (ii) that it is fully informed of the protections and risks associated
with the various methods of transmitting Instructions to the Trustee and that there may be
more secure methods of transmitting Instructions than the method(s) selected by the City; (iii)
that the security procedures (if any) to be followed in connection with its transmission of
Instructions provide to it a commercially reasonable degree of protection in light of its
particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.
Section 15.06 Partial Invalidity.
If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason be
held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of
this Indenture. The City hereby declares that it would have adopted this Indenture and each and every
other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds
pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses,
or phrases of this Indenture may be held illegal, invalid, or unenforceable.
Section 15.07 Applicable Laws.
This Indenture shall be governed by and enforced in accordance with the laws of the State
applicable to contracts made and performed in the State. Venue and exclusive jurisdiction for any
action to enforce or construe this Indenture shall be a state court of competent jurisdiction in Tarrant
County, Texas.
Section 15.08 Payment on Business Day.
In any case where the date of the maturity of interest or of principal (and premium, if any) of
the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant
to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if
any) or the action need not be made on such date but may be made on the next succeeding day that
is a Business Day with the same force and effect as if made on the date required and no interest shall
accrue for the period from and after such date.
Section 15.09 Reimbursement Agreements.
The City and the Developer may amend and supplement the Reimbursement Agreements
from time to time without the consent or the approval of the Owners or the Trustee, except that no
such amendment or supplement shall modify any of the rights or obligations of the Trustee without
its written consent, or modify any of the rights or obligations of the Owners unless there shall be filed
with the Trustee the written consents of the Owners to such amendment or supplement.
Section 15.10 Counterparts.
This Indenture may be executed in counterparts, each of which shall be deemed an original.
The parties hereto agree that the transactions described herein may be conducted and related
63
documents may be sent, received, and stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original executed documents shall be deemed to be
authentic and valid counterparts of such original documents for all purposes, including the filing of
any claim, action or suit in the appropriate court of law.
Section 15.11 Verifications of Statutory Representations and Covenants.
(a) The Trustee makes the following representations and covenants pursuant to Chapters
2252, 2271, 2274, and 2276, Texas Government Code, as amended (the "Government Code"), in
entering into this Indenture. As used in such verifications, "affiliate" means an entity that controls,
is controlled by, or is under common control with the Trustee within the meaning of SEC Rule 405,
17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during
the term of this Indenture shall survive until barred by the applicable statute of limitations, and shall
not be liquidated or otherwise limited by any provision of this Indenture, notwithstanding anything
in this Indenture to the contrary.
(1) Not a Sanctioned Company. The Trustee represents that neither it nor any of
its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company
identified on a list prepared and maintained by the Comptroller under Section 2252.153 or
Section 2270.0201, Government Code. The foregoing representation excludes the Trustee
and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates,
if any, that the United States government has affirmatively declared to be excluded from its
federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to
a foreign terrorist organization.
(2) No Boycott of Israel. The Trustee hereby verifies that it and its parent
company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott
Israel and will not boycott Israel during the term of this Indenture. As used in the foregoing
verification, "boycott Israel" has the meaning provided in Section 2271.001, Government
Code.
(3) No Discrimination Against Firearm Entities. The Trustee hereby verifies that
it and its parent company, wholly- or 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 Indenture. As used in the foregoing verification,
"discriminate against a firearm entity or firearm trade association" has the meaning provided
in Section 2274.001(3), Government Code.
(4) No Boycott of Enerav Companies. The Trustee hereby verifies that it and its
parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not
boycott energy companies and will not boycott energy companies during the term of this
Indenture. As used in the foregoing verification, "boycott energy companies" has the meaning
provided in Section 2276.001(1), Government Code.
[remainder of page left blank intentionally]
,Z
IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to be
executed all as of the date hereof.
CITY OF FORT WORTH, TEXAS
City Manager
ATTEST:
City Secretary
(City Seal)
BOKF, NA, as Trustee
By:
Authorized Officer
Signature Page to Indenture of Trust
EXHIBIT A
(a) Form of Bond.
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS,
THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY
THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS
BOND.
Registered
No.
United States of America
State of Texas
CITY OF FORT WORTH, TEXAS
Registered
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026
(FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 22 (VEALE RANCH)
IMPROVEMENT AREAS #4-5 PROJECT)
INTEREST RATE MATURITY DATE DELIVERY DATE CUSIP NUMBER
,20
The City of Fort Worth, Texas (the "City"), for value received, hereby promises to pay, solely
from the Trust Estate, to
or registered assigns, on the Maturity Date, as specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal hereof
shall have been paid or provision for such payment shall have been made, and to pay interest on the
unpaid principal amount hereof from the later of the Delivery Date, as specified above, or the most
recent Interest Payment Date to which interest has been paid or provided for until such principal amount
shall have been paid or provided for, at the per annum rate of interest specified above, computed on the
basis of a 360 -day year of twelve 30 -day months, such interest to be paid semiannually on March 1 and
September 1 of each year, commencing March 1, 2027, until maturity or prior redemption.
Capitalized terms appearing herein that are defined terms in the Indenture defined below, have
the meanings assigned to them in the Indenture. Reference is made to the Indenture for such definitions
and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in lawful
money of the United States of America upon presentation and surrender of this Bond at the corporate
trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of BOKF, NA, as trustee
and paying agent/registrar (the "Trustee", which term includes any successor trustee under the
Indenture), or, with respect to a successor trustee and paying agent/registrar, at the Designated
Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the
Interest Payment Date, mailed by the Trustee to the registered owner at the address shown on the
registration books kept by the Trustee or by such other customary banking arrangements acceptable to
the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For
the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose
name this Bond is registered at the close of business on the "Record Date," which shall be the fifteenth
day of the month next preceding such Interest Payment Date; provided, however, that in the event of
nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record
date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when
funds for the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which
shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the
Special Record Date by United States mail, first-class, postage prepaid, to the address of each Owner
of a Bond appearing on the books of the Trustee at the close of business on the last Business Day
preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal
holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer
Office is located are authorized by law or executive order to close, then the date for such payment shall
be the next succeeding Business Day, and payment on such date shall have the same force and effect as
if made on the original date payment was due.
This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the
designation specified in its title (herein referred to as the "Bonds"), dated the Delivery Date and issued
in the aggregate principal amount of $23,018,000 and issued, with the limitations described herein,
pursuant to an Indenture of Trust, dated as of September 1, 2026 (the "Indenture"), by and between the
City and the Trustee, to which Indenture reference is hereby made for a description of the amounts
thereby pledged and assigned, the nature and extent of the lien and security, the respective rights
thereunder to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds
are, and are to be, authenticated and delivered and by this reference to the terms of which each holder
of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by
the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying a
portion of the Project Costs, (ii) funding the Reserve Fund for payment of principal of and interest on
the Bonds, and (iii) paying costs of issuance of the Bonds.
The Bonds are special, limited obligations of the City payable solely from the Trust Estate as
defined in the Indenture. Reference is hereby made to the Indenture, copies of which are on file with
and available upon request from the Trustee, for the provisions, among others, with respect to the nature
and extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this
Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and
provisions of the Indenture.
In the Indenture, the City has reserved the right to issue Refunding Bonds payable from and
secured by a first lien on, security interest in, and pledge of the Trust Estate.
Notwithstanding any provision hereof, the Indenture may be released and the obligation of the
City to make money available to pay this Bond may be defeased by the deposit of money and/or certain
direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture.
The Bonds are issuable as fully registered bonds only in Authorized Denominations, subject to
the provisions of the Indenture authorizing redemption in denominations of $5,000 and any multiple of
$1,000 in excess thereof.
The Term Bonds are subject to sinking fund redemption prior to their stated maturity and will
be redeemed by the City in part at a price equal to the principal amount thereof plus accrued and unpaid
interest thereon to the date set for redemption from moneys available for such purpose in the Principal
and Interest Account of the Bond Fund pursuant to Article VI of the Indenture, on the dates and in the
Sinking Fund Installment amounts as set forth in the following schedule:
Term Bonds Maturing September 1, 2036
Redemption Date
Sinking Fund
(September 1)
Installment ($)
2027
388,000
2028
369,000
2029
384,000
2030
401,000
2031
417,000
2032
435,000
2033
453,000
2034
474,000
2035
494,000
2036*
515,000
* maturity
Term Bonds Maturing September 1, 2046
Redemption Date
Sinking Fund
(September 1)
Installment ($)
2037
538,000
2038
565,000
2039
595,000
2040
626,000
2041
659,000
2042
694,000
2043 731,000
2044 770,000
2045 812,000
2046 * 855,000
* maturity
Term Bonds Maturing September 1, 2056
Redemption Date
Sinking Fund
(September 1)
Installment ($)
2047
902,000
2048
954,000
2049
1,011,000
2050
1,070,000
2051
1,134,000
2052
1,202,000
2053
1,273,000
2054
1,349,000
2055
1,431,000
2056*
1,517,000
* maturity
At least forty-five (45) days prior to each mandatory sinking fund redemption date, and subject
to any prior reduction authorized by the Indenture, the Trustee shall select for redemption, pursuant to
the provisions of the Indenture, a principal amount of Term Bonds of such maturity equal to the Sinking
Fund Installments of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on
such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as
provided in the Indenture.
The principal amount of Term Bonds required to be redeemed on any mandatory sinking fund
redemption date shall be reduced, at the option of the City, by the principal amount of any Term Bonds
of such maturity which, at least 45 days prior to the mandatory sinking fund redemption date shall have
been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued
and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation.
The principal amount of Term Bonds required to be redeemed on any mandatory sinking fund
redemption date shall be reduced on a pro rata basis among Sinking Fund Installments by the principal
amount of any Bonds which, at least 45 days prior to the mandatory sinking fund redemption date, shall
have been redeemed pursuant to the optional redemption or extraordinary optional redemption and not
previously credited to a sinking fund redemption.
The City reserves the right and option to redeem Bonds before their respective scheduled
maturity dates, in whole or in part, on any date on or after September 1, 2034, such redemption date or
dates to be fixed by the City, at the Redemption Price of par plus accrued interest to the date of
redemption.
The Bonds are subject to extraordinary optional redemption prior to maturity, in whole or in
part, on any date, at a redemption price equal to the principal amount of the Bonds called for redemption,
plus accrued and unpaid interest to the date fixed for redemption from amounts on deposit in the
Redemption Fund, as a result of Prepayments or any other transfers to the Redemption Fund under the
terms of the Indenture.
If less than all of the Bonds are called for optional redemption, the Trustee shall rely on
directions provided in a City Certificate in selecting the Bonds to be redeemed.
If less than all of the Bonds are called for extraordinary optional redemption, the Bonds or
portion of a Bond, as applicable, to be redeemed shall be selected on a pro rata basis among all
Outstanding Bonds.
At least 45 days prior to the required notice mailing date provided below, unless a shorter period
shall be acceptable to the Trustee, the City shall provide written notice of its intention to conduct an
optional redemption of the Bonds. Upon written notification by the City to the Trustee of the exercise
of any redemption, the Trustee shall give notice of any redemption of Bonds by sending notice by first
class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to
the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register. The
notice shall state the redemption date, the redemption price, the place at which the Bonds are to be
surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an
identification of the Bonds or portions thereof to be redeemed, and any conditions to such redemption
and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such
Bond shall become due and payable. Any notice so given shall be conclusively presumed to have been
duly given, whether or not the Owner receives such notice.
With respect to any optional redemption of the Bonds, unless the Trustee has received funds
sufficient to pay the redemption price of the Bonds to be redeemed before giving of a notice of
redemption, the notice may state the City may condition redemption on the receipt of such funds by the
Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites
set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption are not satisfied and sufficient funds are not received, the notice shall be of no force
and effect, the City shall not redeem the Bonds, and the Trustee shall give notice, in the manner in which
the notice of redemption was given, that the Bonds have not been redeemed.
The City has the right to rescind any optional redemption or extraordinary optional redemption
by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption
shall be cancelled and annulled if for any reason funds are not available and deposited with the Trustee
on the Business Day prior to the date fixed for redemption for the payment in full of the Bonds then
called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture.
The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was
originally provided
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the City and the rights of the Owners of the Bonds
under the Indenture at any time Outstanding affected by such modification. The Indenture also contains
provisions permitting the Owners of specified percentages in aggregate principal amount of the Bonds
at the time Outstanding, on behalf of the Owners of all the Bonds, to waive compliance by the City with
certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such
consent or waiver by the Owner of this Bond or any predecessor Bond evidencing the same debt shall
be conclusive and binding upon such Owner and upon all future Owners thereof and of any Bond issued
upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such
consent or waiver is made upon this Bond.
As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer
at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is
acceptable to the Trustee, and upon delivery to the Trustee of such certifications and/or opinion of
counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of such
requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized
Denominations, bearing the same rate of interest, and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called
for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or
exchange date; provided, however, such limitation shall not be applicable to an exchange by the
registered owner of the uncalled principal balance of a Bond.
The City, the Trustee, and any other Person may treat the Person in whose name this Bond is
registered as the owner hereof for the purpose of receiving payment as herein provided (except interest
shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record
Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the
City nor the Trustee shall be affected by notice to the contrary.
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF
THE CITY OF FORT WORTH, TEXAS, THE STATE OF TEXAS, OR ANY POLITICAL
SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of
which it is a part is duly authorized by law; that all acts, conditions and things required to be done
precedent to and in the issuance of the Bonds have been properly done and performed and have
happened in regular and due time, form and manner, as required by law; and that the total indebtedness
of the City, including the Bonds, does not exceed any Constitutional or statutory limitation.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be executed
under the official seal of the City.
Mayor, City of Fort Worth, Texas
City Secretary, City of Fort Worth, Texas
(SEAL)
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
(b) Form of Comptroller's Registration Certificate.
The following Registration Certificate of Comptroller of Public Accounts shall appear on the
Initial Bond:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect
that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been
registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
Comptroller of Public Accounts
of the State of Texas
[SEAL]
(c) Form of Certificate of Trustee.
CERTIFICATE OF TRUSTEE
It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within
mentioned Indenture.
BOKF, NA, as Trustee
Authorized Signatory
DATED:
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or
typewrite name and address, including zip code, of Transferee.)
(Social Security or other identifying number: ) the within Bond and
all rights hereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed by:
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
Authorized Signatory the within Bond in every particular and must
be guaranteed in a manner acceptable to the
Trustee.
(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this Exhibit A,
except for the following alterations:
(i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY
DATE" shall both be completed with the expression "As Shown Below," and the reference to
the "CUSIP NUMBER" shall be deleted;
(ii) in the first paragraph of the Bond, the words "on the Maturity Date as specified above, the sum
of DOLLARS" shall be deleted and the following will be inserted: "on September 1 in each
of the years, in the principal installments and bearing interest at the per annum rates set forth
in the following schedule:
Years Principal Amount Interest Rates"
(Information to be inserted from Section 3.02(a)(iii) hereof); and
(iii) the Initial Bond shall be numbered T-1.
FORT WORTH
PUBLIC IMPROVEMENT DISTRICT
NUMBER 22
(VEALE RANCH)
CITY OF FORT WORTH, TEXAS
FORT WORTH®
AMENDED SERVICE AND ASSESSMENT PLAN
April 28, 2026
As updated for Improvement Area #4 and #5 Bonds on
August 11, 2026
PREPARED BY:
MUNICAP, INC.
PUBLIC FINANCE
FORT WORTH
PUBLIC IMPROVEMENT DISTRICT
NUMBER 22
(VEALE RANCH)
AMENDED SERVICE AND ASSESSMENT PLAN
TABLE OF CONTENTS
I. PLAN DESCRIPTION AND DEFINED TERMS................................................................... 1
A.
INTRODUCTION............................................................................................................................1
B.
DEFINITIONS............................................................................................................................... 2
II. PROPERTY
INCLUDED IN THE PID.............................................................................11
A.
PROPERTY INCLUDED IN THE PID..............................................................................................11
B.
PROPERTY INCLUDED IN IMPROVEMENT AREA #4.....................................................................12
C.
PROPERTY INCLUDED IN IMPROVEMENT AREA #5.....................................................................12
D.
PROPERTY INCLUDED IN FUTURE IMPROVEMENT AREAS..........................................................12
III. DESCRIPTION
OF THE AUTHORIZED IMPROVEMENTS .............................................14
14
A.
AUTHORIZED IMPROVEMENT OVERVIEW..................................................................................14
B.
DESCRIPTIONS AND BUDGETED COSTS OF IMPROVEMENT AREA #4 IMPROVEMENTS ................15
C.
DESCRIPTIONS AND BUDGETED COSTS OF IMPROVEMENT AREA #5 IMPROVEMENTS ................17
D.
FUTURE IMPROVEMENT AREAS..................................................................................................19
IV. SERVICE PLAN........................................................................................................
20
A.
PROJECTED SOURCES AND USES OF FUNDS................................................................................20
B.
PROJECTED FIVE-YEAR SERVICE PLAN.....................................................................................24
C.
PID ASSESSMENT NOTICE..........................................................................................................25
V. ASSESSMENT
PLAN...................................................................................................
26
A.
INTRODUCTION..........................................................................................................................26
B.
SPECIAL BENEFIT.......................................................................................................................28
C.
ASSESSMENT METHODOLOGY....................................................................................................30
D.
ASSESSMENTS............................................................................................................................. 31
E.
ADMINISTRATIVE EXPENSES......................................................................................................32
F.
ADDITIONAL INTEREST RESERVE...............................................................................................32
G.
TIRZ ANNUAL CREDIT..............................................................................................................32
VI. TERMS OF THE ASSESSMENTS................................................................................. 33
A. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN
IMPROVEMENT AREA #4...........................................................................................................33
B. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN
IMPROVEMENT AREA #5...........................................................................................................33
C.
AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED WITHIN
FUTURE IMPROVEMENT AREAS.................................................................................................34
D.
REALLOCATION OF ASSESSMENTS.............................................................................................34
E.
MANDATORY PREPAYMENT OF ASSESSMENTS...........................................................................35
F.
REDUCTION OF ASSESSMENTS....................................................................................................35
G.
PAYMENT OF ASSESSMENTS.......................................................................................................36
H.
COLLECTION OF ANNUAL INSTALLMENTS.................................................................................38
VII. THE ASSESSMENT ROLL........................................................................................
39
A. IMPROVEMENT AREA #4 ASSESSMENT ROLL.............................................................................39
B. IMPROVEMENT AREA #5 ASSESSMENT ROLL.............................................................................40
C. FUTURE IMPROVEMENT AREAS ASSESSMENT ROLL..................................................................41
D. ANNUAL ASSESSMENT ROLL UPDATES.......................................................................................41
VIII. MISCELLANEOUS PROVISIONS...........................................................................
42
A. ADMINISTRATIVE REVIEW.........................................................................................................42
B. TERMINATION OF ASSESSMENTS................................................................................................42
C. AMENDMENTS............................................................................................................................42
D. COUNTY FILING.........................................................................................................................43
E. ADMINISTRATION AND INTERPRETATION OF PROVISIONS..........................................................43
F. SEVERABILITY............................................................................................................................43
APPENDIX A-1 - PID MAP
APPENDIX A-2 - IMPROVEMENT AREA #4 MAP
APPENDIX A-3 - IMPROVEMENT AREA #5 MAP
APPENDIX A-4 - FUTURE IMPROVEMENT AREA
APPENDIX B - BUDGETED COSTS OF THE AUTHORIZED IMPROVEMENTS
APPENDIX C-1 - IMPROVEMENT AREA #4 LEGAL DESCRIPTION
APPENDIX C-2 - IMPROVEMENT AREA #5 LEGAL DESCRIPTION
APPENDIX D - DIAGRAMS OF THE AUTHORIZED IMPROVEMENTS
APPENDIX E - PID ASSESSMENT NOTICE
APPENDIX F - ASSESSMENT PER UNIT, PROJECTED LEVERAGE AND PROJECTED TAX
RATE EQUIVALENTS
APPENDIX G - IMPROVEMENT AREA #4 ASSESSMENT ROLL
APPENDIX H - IMPROVEMENT AREA #5 ASSESSMENT ROLL
L PLAN DESCRIPTION AND DEFINED TERMS
A. INTRODUCTION
On August 8, 2023, the City Council of the City of Fort Worth, Texas (the "City") passed and
approved Resolution No. 5782-08-2023 approving and authorizing the creation of the Fort Worth
Public Improvement District No. 22 (Veale Ranch) (the "PID") to finance the costs of certain
public improvements for the benefit of certain property in the PID, which was located both within
the corporate limits of the City and in the extraterritorial jurisdiction of the City at the time the PID
was created.
The property within the PID is proposed to be developed in multiple phases, and the PID will
finance certain public improvements as the property within the PID is developed. Assessments
will be imposed on the property within the PID that receives a special benefit from certain
Authorized Improvements.
Chapter 372 of the Texas Local Government Code, the "Public Improvement District Assessment
Act" (as amended, the "PID Act"), governs the creation and operation of public improvement
districts within the State of Texas. This Fort Worth Public Improvement District No. 22 (Veale
Ranch) Service and Assessment Plan (the "Service and Assessment Plan") has been prepared in
accordance with the PID Act and specifically Sections 372.013, 372.014, 372.015 and 372.016,
which address the requirements of a service and assessment plan and the assessment roll.
According to Section 372.013 of the PID Act, a service plan "must (1) cover a period of at least
five years; (2) define the annual indebtedness and the projected costs for improvements; and (3)
include a copy of the notice form required by Section 5.014, Property Code." Additionally, Section
372.013 of the PID Act provides that "[t]he governing body of the municipality or county shall
review and update the service plan annually for the purpose of determining the annual budget for
improvements." The service plan is described in Section IV of this Service and Assessment Plan.
The copy of the notice form required by Section 5.014 of the Texas Property Code, as amended,
is attached hereto as Appendix E.
Section 372.014 of the PID Act provides that "[a]n assessment plan must be included in the annual
service plan." The assessment plan is described in Section V of this Service and Assessment Plan.
Section 372.015 of the PID Act provides that "[t]he governing body of the municipality or county
shall apportion the cost of an improvement to be assessed against property in an improvement
district." The method of assessing the costs of the Authorized Improvements and apportionment
of such costs to the property within the PID is included in Section V of this Service and
Assessment Plan.
Section 372.016 of the PID Act provides that "[a]fter the total cost of an improvement is
determined, the governing body of the municipality or county shall prepare a proposed assessment
roll. The roll must state the assessment against each parcel of land in the district, as determined
by the method of assessment chosen by the municipality or county under this subchapter." The
Improvement Area #4 Assessment Roll and the Improvement Area #5 Assessment Roll are
included as Appendix G and Appendix H, respectively, to this Service and Assessment Plan. The
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Assessments as shown on such Assessment Rolls are based on the method of assessment and
apportionment of costs described in Section V of this Service and Assessment Plan.
B. DEFINITIONS
Capitalized terms used herein shall have the meanings ascribed to them as follows:
"Actual Cost(s)" means, with respect to an Authorized Improvement, the demonstrated,
reasonable, allocable, and allowable costs of constructing such Authorized Improvement, as
specified in a Certificate for Payment that has been reviewed and approved by the City. Actual
Costs may include (a) the costs for the design, planning, financing, administration, management,
acquisition, installation, construction and/or implementation of such Authorized Improvement,
including general contractor and construction management fees, if any, (b) the costs of preparing
the construction plans for such Authorized Improvement, (c) the fees paid for obtaining permits,
licenses or other governmental approvals for such Authorized Improvement, (d) the costs for
external professional costs associated with such Authorized Improvement, such as engineering,
geotechnical, surveying, land planning, architectural landscapers, advertising, marketing and
research studies, appraisals, legal, accounting and similar professional services, taxes (e) the costs
of all labor, bonds and materials, including equipment and fixtures, incurred by contractors,
builders and material men in connection with the acquisition, construction or implementation of
the Authorized Improvements, (f) all related permitting, zoning and public approval expenses,
architectural, engineering, legal, and consulting fees, financing charges, taxes, governmental fees
and charges (including inspection fees, City permit fees, plan review fees, material testing fees,
water lab fees, development fees, capacity fees and per acre charges), insurance premiums, and
miscellaneous expenses, and (g) the fair market value of any Property for which easements, road
right-of-way or landscaping facilities has been dedicated to the City as an Authorized
Improvement.
Actual Costs include general contractor's fees in an amount up to a percentage equal to the
percentage of work completed and accepted by the City or construction management fees in an
amount up to five percent of the eligible Actual Costs described in a payment request in a form
that has been reviewed and approved by the City. The amounts expended on legal costs, taxes,
governmental fees, insurance premiums, permits, financing costs, and appraisals shall be excluded
from the base upon which the general contractor and construction management fees are calculated.
"Additional Interest Component" means the amount collected by application of the Additional
Interest Rate.
"Additional Interest Rate" means the 0.50% additional interest rate charged on Assessments
pursuant to Section 372.018 of the PID Act.
"Additional Interest Reserve" has the meaning set forth in Section V.G of this Service and
Assessment Plan.
"Administrative Expenses" means the costs associated with, or incident to, the administration,
organization, maintenance and operation of the PID, including, but not limited to, the costs of: (i)
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creating and organizing the PID, including conducting hearings, preparing notices and petitions,
and all costs incident thereto, including engineering fees, legal fees and consultant fees, (ii) the
annual administrative, organization, maintenance, and operation costs and expenses associated
with, or incident and allocable to, the administration, organization, maintenance, and operation of
the PID and the Authorized Improvements, (iii) computing, levying, billing and collecting
Assessments or the Annual Installments thereof, (iv) maintaining the record of installments of the
Assessments and the system of registration and transfer of the Bonds, (v) paying and redeeming
the Bonds, (vi) investing or depositing of monies, (vii) complying with the PID Act and other
laws applicable to the Bonds, (viii) the Trustee fees and expenses relating to the Bonds, including
reasonable fees, (ix) legal counsel, engineers, accountants, financial advisors, investment bankers
or other consultants and advisors, and (x) administering the construction of the Authorized
Improvements. Administrative Expenses do not include payment of the actual principal of,
redemption premium, if any, and interest on the Bonds. Administrative Expenses collected and
not expended for actual Administrative Expenses in one year shall be carried forward and applied
to reduce Administrative Expenses in subsequent years to avoid the over -collection of amounts to
pay Administrative Expenses.
"Administrator" means an employee of the City or third -party designee of the City who shall
have the responsibilities provided in this the Service and Assessment Plan, a Trust Indenture, or
any other agreement or document approved by the City related to the duties and responsibilities
of the administration of the PID. The initial Administrator is MuniCap, Inc.
"Annual Installment" means, with respect to each Parcel of Assessed Property, each annual
payment of: (i) the Assessments including both principal of and interest thereon, as shown on the
applicable Assessment Roll attached hereto (or any Annual Service Plan Update, and calculated
as provided in Section VI of this Service and Assessment Plan, (ii) the Additional Interest
Component described in Section V of this Service and Assessment Plan, and (iii) Administrative
Expenses.
"Annual Service Plan Update" has the meaning set forth in Section IV.A of this Service and
Assessment Plan.
"Assessed Property" means any property that benefits from the Authorized Improvements within
the PID on which Assessments have been imposed as shown in the applicable Assessment Roll,
as such Assessment Roll is updated each year by the Annual Service Plan Update. Assessed
Property includes all Parcels within the PID other than Non -Benefited Property.
"Assessment" means an assessment levied against a Parcel of Assessed Property imposed
pursuant to an Assessment Ordinance and the provisions hereof, as shown on the applicable
Assessment Roll, subject to reallocation or reduction according to the provisions hereof and the
PID Act. An Assessment for a Parcel of Assessed Property consists of the Annual Installments to
be collected in all years including the portion of those Annual Installments collected to pay
Administrative Expenses and interest (including the Additional Interest Component) on all
Assessments.
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"Assessment Ordinance" means each ordinance adopted by the City Council approving this
Service and Assessment Plan (including amendments or supplements to this Service and
Assessment Plan) and levying Assessments against Assessed Property, and includes the
Improvement Area #4 Assessment Ordinance, the Improvement Area #5 Assessment Ordinance
and all Future Improvement Area Assessment Ordinances.
"Assessment Revenues" means the revenues actually received by or on behalf of the City from
the collection of Assessments.
"Assessment Roll" means the Improvement Area #4 Assessment Roll, the Improvement Area #5
Assessment Roll, and all Future Improvement Area Assessment Rolls approved in an amendment
or supplement to this Service and Assessment Plan or in an Annual Service Plan Update.
"Authorized Improvements" means those public improvements described in Appendix B of this
Service and Assessment Plan and Section 372.003 of the PID Act, constructed and installed in
accordance with this Service and Assessment Plan, and any future updates and/or amendments.
"Bonds" means any bonds issued by the City in one or more series and secured in whole or in
part by the Assessment Revenues.
"Budgeted Cost(s)" means the amounts budgeted to construct the Authorized Improvements as
used in the preparation of this Service and Assessment Plan.
"Certification for Payment" means the certificate to be provided by the Developer, or its
designee, to substantiate the Actual Costs of one or more Authorized Improvements.
"City" means the City of Fort Worth, Texas.
"City Council" means the duly elected governing body of the City.
"County" means Tarrant County, Texas or Parker County, Texas.
"Delinquent Collection Costs" means the costs related to the foreclosure on a Parcel of Assessed
Property and the costs of collection of a delinquent Assessment or any other delinquent amounts
due under this Service and Assessment Plan, all in accordance with the PID Act, including
penalties and reasonable attorney's fees actually paid, but excluding amounts representing interest
and penalty interest.
"Developer" means the applicable Original Owner of an Improvement Area and any authorized
assignee pursuant to the Development Agreement.
"Development Agreement" means that certain "Veale Ranch Development Agreement" by and
among the Original Owners and the City, related to the property within the PID, and effective as
of March 9, 2023, as amended, supplemented, or assigned from time to time.
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"Equivalent Units" means, as to any Parcel of Assessed Property, the number of dwelling units
by Lot Type expected to be built on such Parcel multiplied by the factors calculated and shown in
Appendix F attached hereto.
"Future Improvement Area" means an Improvement Area to be defined and developed after
Improvement Area #1, #2, and #3, Improvement Area #4, and Improvement Area #5, and within
the boundaries of the PID (but which are not subject to development at this time).
"Future Improvement Area Assessed Property" means all Parcels of Assessed Property within
the Future Improvement Area.
"Future Improvement Area Assessment" means an Assessment levied against Future
Improvement Area Assessed Property to pay for a portion of the Future Improvement Area
Improvements and imposed pursuant to a Future Improvement Area Assessment Ordinance and
the provisions herein, as shown on a Future Improvement Area Assessment Roll, subject to
reallocation or reduction pursuant to the provisions set forth herein and in the PID Act.
"Future Improvement Area Assessment Ordinance" means each ordinance adopted by the
City Council that levies a Future Improvement Area Assessment against Future Improvement
Area Assessed Property.
"Future Improvement Area Assessment Roll" means the Assessment Roll that will be attached
to this Service and Assessment Plan in conjunction with the adoption of a Future Improvement
Area Assessment Ordinance.
"Future Improvement Area Bonds" means bonds issued to fund Future Improvement Area
Improvements (or a portion thereof) in a Future Improvement Area that are secured in whole or in
part by Future Improvement Area Assessments. In connection with Future Improvement Area
Bonds, Future Improvement Area Assessments related to such Future Improvement Area Bonds,
Future Improvement Area Assessments will be levied only on Assessed Property located within
the applicable Future Improvement Area to finance Future Improvement Area Improvements
which will only benefit such Future Improvement Area.
"Future Improvement Area Improvements" means those Authorized Improvements which will
confer a special benefit to the related Future Improvement Area.
"Future Improvement Area Reimbursement Agreement" means any reimbursement
agreement related to the Actual Costs of Future Improvement Area Improvements to be paid from
Future Improvement Area Assessments secured by the Future Improvement Area Assessed
Property for the Future Improvement Area Improvements under the terms of the Master
Reimbursement Agreement.
"Homeowners' Association" means a homeowner's association or property owners' association
established for the benefit of property owners within the boundaries of the PID.
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"Homeowners' Association Property" means property within the boundaries of the PID that is
owned by or irrevocably offered for dedication to, whether in fee simple or through an exclusive
use easement, a Homeowner's Association.
"Improvement Area" means one or more Parcels within the PID that will be developed in the
same general time period. The Parcels within an Improvement Area or will be assessed in
connection with the issuance of Bonds to fund Authorized Improvements (or the portion thereof)
designated in an update to this Service and Assessment Plan that specially benefit the Parcels
within the Improvement Area.
"Improvement Area Reimbursement Agreements" means, collectively, the Improvement
Area #4 Reimbursement Agreement, the Improvement Area #5 Reimbursement Agreement and
all Future Improvement Area Reimbursement Agreements.
"Improvement Areas #1, #2, and #3" means the Improvement Areas developed as depicted in
Appendix A-1 and are not anticipated to have an Assessment imposed upon them.
"Improvement Area #4" or "IA #4" means the improvement area to be developed as depicted
in Appendix A-2, and as specifically described as the sum of all Parcels shown in Appendix G.
"Improvement Area #4 and #5 Assessment Ordinance" means Ordinance No. 28474-04-2026
approved and adopted by the City Council on April 28, 2026, which levied the Improvement Area
#4 Assessment against the Improvement Area #4 Assessed Property and the Improvement Area
#5 Assessment against the Improvement Area #5 Assessed Property, respectively, and approved
this Service and Assessment Plan.
"Improvement Area #4 and #5 Bonds" mean those certain City of Fort Worth, Texas, Special
Assessment Revenue Bonds, Series 2026 (Fort Worth Public Improvement District No. 22 (Veale
Ranch) Improvement Area #4 and #5 Project) that are secured primarily by Improvement Area #4
Assessment Revenues. The term Improvement Area #4 and #5 Bonds may also include any
additional bonds issued in the future to construct or acquire the Improvement Area #4
Improvements and Improvement Area #5 Improvements currently being constructed pursuant to
the Master Reimbursement Agreement and the Improvement Area #4 Reimbursement Agreement
and Improvement Area #5 Reimbursement Agreement and which will also be secured by the
Improvement Area #4 Assessment Revenues and Improvement Area #5 Assessment Revenues.
"Improvement Area #4 Assessed Property" means all Parcels of Assessed Property within
Improvement Area #4 as shown in the Improvement Area #4 Assessment Roll against which an
Improvement Area #4 Assessment relating to the Improvement Area #4 Improvements is levied.
"Improvement Area #4 Assessment" means an Assessment levied against Improvement
Area #4 Assessed Property to pay for a portion of the Improvement Area #4 Improvements and
imposed pursuant to the Improvement Area #4 Assessment Ordinance and the provisions herein,
as shown on the Improvement Area #4 Assessment Roll, subject to reallocation or reduction
pursuant to the provisions set forth herein and in the PID Act.
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"Improvement Area #4 Assessment Revenues" mean the actual revenues received by or on
behalf of the City from the collection of Improvement Area #4 Assessments or the Annual
Installments thereof.
"Improvement Area #4 Assessment Roll" means the document attached to this Service and
Assessment Plan as Appendix G, as updated, modified or amended from time to time in
accordance with the procedures set forth herein and in the PID Act, including updates prepared in
connection with the issuance of Bonds or in connection with any Annual Service Plan Update.
"Improvement Area #4 Developer" means FW Club LP and FW Maverick Development LLC,
its successors and assigns.
"Improvement Area #4 Improvements" means the Authorized Improvements which only
benefit the Improvement Area #4, which are described in Section III.B.
"Improvement Area #4 Reimbursement Agreement" means the reimbursement agreement
related to the Actual Costs of the Improvement Area #4 Improvements to be paid from
Improvement Area #4 Assessments secured by the Improvement Area #4 Assessed Property for
the Improvement Area #4 Improvements under the terms of the Master Reimbursement
Agreement.
"Improvement Area #5" or "IA #5" means the improvement area to be developed as depicted
in Appendix A-3, and as specifically described as the sum of all Parcels shown in Appendix H.
"Improvement Area #5 Assessed Property" means all Parcels of Assessed Property within
Improvement Area #5, as shown in the Improvement Area #5 Assessment Roll against which an
Improvement Area #5 Assessment relating to the Improvement Area #5 Improvements is levied.
"Improvement Area #5 Assessment" means an Assessment levied against Improvement
Area #5 Assessed Property to pay for a portion of the Improvement Area #5 Improvements and
imposed pursuant to the Improvement Area #5 Assessment Ordinance and the provisions herein,
as shown on the Improvement Area #5 Assessment Roll, subject to reallocation or reduction
pursuant to the provisions set forth herein and in the PID Act.
"Improvement Area #5 Assessment Revenues" mean the actual revenues received by or on
behalf of the City from the collection of Improvement Area #5 Assessments levied against
Improvement Area #5 Assessed Property, or the Annual Installments thereof.
"Improvement Area #5 Assessment Roll" means the document attached to this Service and
Assessment Plan as Appendix H, as updated, modified or amended from time to time in
accordance with the procedures set forth herein and in the PID Act, including updates prepared in
connection with the issuance of Bonds or in connection with any Annual Service Plan Update.
"Improvement Area #5 Developer" means PMB Ventana Developer South LLC and PMB
SWFW Dev Co Manager LLC, its successors and assigns.
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"Improvement Area #5 Improvements" means the Authorized Improvements which only
benefit the Improvement Area #5, which are described in Section III.C.
"Improvement Area #5 Reimbursement Agreement" means the reimbursement agreement
related to the Actual Costs of the Improvement Area #5 Improvements to be paid from
Improvement Area #5 Assessments secured by the Improvement Area #5 Assessed Property for
the Improvement Area #5 Improvements under the terms of the Master Reimbursement
Agreement.
"Lot" means a tract of land described as a "lot" in a subdivision plat recorded in the official public
records of the applicable County.
"Lot Type" means a classification of final building lots with similar characteristics (e.g.,
commercial, light industrial, multifamily residential, single family residential, etc.), as determined
by the Administrator and confirmed by the City Council as shown in Appendix F. In the case of
single-family residential lots, the Lot Type shall be further defined by classifying the residential
lots by the estimated average home value for each home at the time of assessment levy,
considering factors such as density, lot size, proximity to amenities, view premiums, location, and
any other factors that may impact the average home value on the lot, as determined by the
Administrator and confirmed by the City Council.
"Master Reimbursement Agreement" means that certain Veale Ranch Development Master
Reimbursement Agreement dated as of December 7, 2023, by and among the City and the Original
Owners in which the applicable Developer agrees to fund Actual Costs of certain Authorized
Improvements and the City agrees to reimburse the Developer with interest permitted by the PD
Act solely from Assessment Revenues and/or the net proceeds of Bonds for a portion of such
Actual Costs of the Authorized Improvements funded by the Developer for Authorized
Improvements constructed and accepted by the City for the benefit of the Assessed Property.
"Non -Benefited Property" means Parcels that accrue no special benefit from the Authorized
Improvements, including Homeowners' Association Property, Public Property and easements that
create an exclusive use for a public utility provider to the extent they accrue no special benefit.
Property identified as Non -Benefited Property at the time the Assessments (i) are imposed or (ii)
are reallocated pursuant to a subdivision of a Parcel, is not assessed. Assessed Property converted
to Non -Benefited Property, if the Assessments may not be reallocated pursuant to the provisions
herein, remains subject to the Assessments and requires the Assessments to be prepaid as provided
for in Section VI.F of this Service and Assessment Plan.
"Original Owner(s)" means PB Ventana 1, LLC, a Texas limited liability company; PMB I20
Land LP, a Texas limited partnership; PMB Rolling V South Land, LP, a Texas limited
partnership; PMB RVS Dev Co LLC, a Texas limited liability company; PMB SWFW Dev Co
LLC, a Texas limited liability company; PMB Team Ranch Devco LLC, a Texas limited liability
company; PMB Veale Land Investors 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,
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LLC, a Delaware limited liability company and any affiliate or assignee thereof with respect to
the Development Agreement.
"Parcel" or "Parcels" means a parcel or parcels within the PID identified by either a tax map
identification number assigned by the appraisal district for the applicable County, for real property
tax purposes or by lot and block number in a final subdivision plat recorded in the real property
records of the County.
"PID" has the meaning set forth in Section I.A of this Service and Assessment Plan.
"PID Act" means Texas Local Government Code Chapter 372, Public Improvement District
Assessment Act, Subchapter A, Public Improvement Districts, as amended.
"PID Assessment Notice" means the homebuyer disclosure required under section 372.013 of
the PID Act and is further described in Section IV.C and attached as Appendix E to this Service
and Assessment Plan.
"Prepayment Costs" mean interest and expenses to the date of prepayment, plus any additional
expenses related to the prepayment, reasonably expected to be incurred by or imposed upon the
City as a result of any prepayment of an Assessment.
"Public Property" means property within the boundaries of the PID that is owned by or
irrevocably offered for dedication to the federal government, the State of Texas, the County, the
City, a school district or any other public agency, whether in fee simple or through an exclusive
use easement.
"Service and Assessment Plan" means this Service and Assessment Plan prepared for the PID
pursuant to the PID Act, as the same may be amended or updated from time to time.
"TIRZ No. 16" means the Tax Increment Reinvestment Zone No. 16, City of Fort Worth, Texas
(Veale Ranch TIF).
"TIRZ Annual Credit Amount" means, for each Parcel of Assessed Property, the amount of
TIRZ Revenues calculated, if applicable, pursuant to Section VI of this Service and Assessment
Plan.
"TIRZ Ordinance" means an ordinance adopted by the City Council authorizing the use of TIRZ
Revenues for project costs under the Tax Increment Financing Act, Texas Tax Code, Chapter 311,
as amended, relating to the Authorized Improvements as provided for in the TIRZ Project Plan and
Financing Plan (including amendments or supplements thereto).
"TIRZ Project Plan and Financing Plan" means the governing document of the TIRZ No. 16.
"TIRZ Revenues" mean the portion of the City's and County's ad valorem tax revenue pledged
to be paid into the TIRZ Fund pursuant to the TIRZ Ordinance and the TIRZ Project Plan and
Financing Plan.
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"Trustee" means the fiscal agent or trustee as specified in a Trust Indenture, including a substitute
fiscal agent or trustee.
"Trust Indenture" means an indenture of trust, ordinance or similar document setting forth the
terms and other provisions relating to the Bonds, as modified, amended, and/or supplemented from
time to time.
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II. PROPERTYINCLUDED IN THE PID
A. PROPERTY INCLUDED IN THE PID
The PID is presently located within the corporate limits of the City and the City's extraterritorial
jurisdiction. The PID contains approximately 5,200 acres of land. A map of the property within
the PID is shown on Appendix A-1 to this Service and Assessment Plan.
At completion, the PID is expected to consist of single-family residential units, multi -family
residential units and commercial and industrial structures, landscaping, and infrastructure
necessary to provide roadways, drainage, and utilities to the PID.
The property within the PID is proposed to be developed as shown in Table II -A.
Table II -A
Proposed Development — PID
Proposed Development Quantity Measurement
Residential Units
Single-family 6,000 Units
Multi -family 11,000,000 GSF
Commercial
Retail Pad
600,000
GSF
Retail (Big Box)
900,000
GSF
Office
5,000,000
GSF
Industrial
12,000,000
GSF
Improvement Areas #1, #2 and #3 consists of approximately 464 acres and consists of 273 single
family residential units, 188 multi -family residential units, and 1,592,554 square feet of
commercial. No Assessments are anticipated to be levied on these Improvement Areas.
Table II -B
Actual Development — Improvement Area #1, #2 and #3
Proposed Development Quantity Measurement
Residential Units
Single-family 273 Units
Multi -family 206,048 GSF
Commercial
Industrial
1,592,554 GSF
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B. PROPERTY INCLUDED IN IMPROVEMENT AREA #4
Improvement Area #4 consists of approximately 421.082 acres and is projected to consist of 136
single family residential units, to be developed as Improvement Area #4, as further described in
Section III. A map of the property within Improvement Area #4 is shown in Appendix A-2.
The property within Improvement Area #4 is proposed to be developed as shown in Table II -C.
Table II -C
Proposed Development — Improvement Area #4
Proposed Development Total Measurement
Single Family - Estate Lots 100 Units
Single Family - Cottage Lots 36 Units
Total 136 Units
C. PROPERTY INCLUDED IN IMPROVEMENT AREA #5
Improvement Area #5 consists of approximately 72.059 acres and is projected to consist of 277
single family residential units, to be developed as Improvement Area #5, as further described in
Section III. A map of the property within Improvement Area #5 is shown in Appendix A-3.
The property within Improvement Area #5 is proposed to be developed as shown in Table II -D.
Table II -D
Proposed Development — Improvement Area #5
Proposed Development
Total Measurement
Single Family
- 70 Ft
39
Units
Single Family
- 60 Ft
38
Units
Single Family
- 50 Ft
163
Units
Single Family
- 40 Ft
37
Units
Total
277
Units
D. PROPERTY INCLUDED IN FUTURE IMPROVEMENT AREAS
The Future Improvement Areas consist of a total of approximately 4,243 acres and are projected
to consist of 5,053 single family residential units, 10,793,952 gross square feet of multi -family,
and 16,907,446 gross square feet of commercial. A map of the property within the Future
Improvement Areas is shown in Appendix A-1 and Appendix A-4.
The property within the Future Improvement Areas is proposed to be developed as shown in Table
II -E.
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Table II -E
Proposed Development — Future Improvement Areas
Proposed Development Quantity Measurement
Residential Units
Single-family 5,053 Units
Multi -family 10,793,952 GSF
Commercial
Retail Pad 600,000 GSF
Retail (Big Box) 900,000 GSF
Office 5,000,000 GSF
Industrial 10,407,446 GSF
As Future Improvement Areas are developed, Future Improvement Area Bonds may be issued
and/or related reimbursements may be required pursuant to the Master Reimbursement Agreement
and each respective Future Improvement Area Reimbursement Agreement for each new
Improvement Area. In connection with the issuance of each new Future Improvement Area Bond
and/or execution of each Future Improvement Area Reimbursement Agreement, this Service and
Assessment Plan will be updated to add additional details of each new Improvement Area similar
to that Improvement Area #4 and Improvement Area #5 in Section II.B and Section II.C. A map
of the projected property within the Future Improvement Areas is shown in Appendix A-1 and
Appendix A-4. The Future Improvement Areas are shown for illustrative purposes only and are
subject to adjustment. The current Parcels of Assessed Property in the PID are shown on the
Assessment Rolls included as Appendix G and Appendix H.
The estimated number of units at the build -out of the PID is based on the land use approvals for
the property in the PID, the anticipated subdivision of property in the PID, and the Developer's
estimates of the highest and best use of the property within the PID and are subject to adjustment
by the Developers.
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III. DESCRIPTION OF THE A UTHORIZED IMPROVEMENTS
A. AUTHORIZED IMPROVEMENT OVERVIEW
Pursuant to Chapter 372.003 of the PID Act,
Authorized Improvements:
(a) If the governing body of a municipality or county finds that it promotes the interests of the
municipality or county, the governing body may undertake an improvement project that confers a
special benefit on a definable part of the municipality or county or the municipality's
extraterritorial jurisdiction. A project may be undertaken in the municipality or county or the
municipality's extraterritorial jurisdiction.
(b) A public improvement may include:
(i) landscaping;
(ii) erection of fountains, distinctive lighting, and signs;
(iii) acquiring, constructing, improving, widening, narrowing, closing, or rerouting of
sidewalks or of streets, any other roadways, or their rights -of way;
(iv) construction or improvement of pedestrian malls;
(v) acquisition and installation of pieces of art;
(vi) acquisition, construction, or improvement of libraries;
(vii) acquisition, construction, or improvement of off-street parking facilities;
(viii) acquisition, construction, improvement, or rerouting of mass transportation facilities;
(ix) acquisition, construction, or improvement of water, wastewater, or drainage facilities
or improvements;
(x) the establishment or improvement of parks;
(xi) projects similar to those listed in Subdivisions (i)-(x);
(xii) acquisition, by purchase or otherwise, of real property in connection with an
authorized improvement;
(xiii) special supplemental services for improvement and promotion of the district,
including services relating to advertising, promotion, health and sanitation, water and
wastewater, public safety, security, business recruitment, development, recreation, and
cultural enhancement;
(xiv) payment of expenses incurred in the establishment, administration and operation of
the district; and
(xv) the development, rehabilitation, or expansion of affordable housing.
After analyzing the public improvement projects authorized by the PID Act, the City has
determined at this time to undertake only Authorized Improvements listed in Section III.B and
Section III.C, and shown in the opinion of probable costs and on the diagrams included as
Appendix B for the benefit of the Assessed Property. Any change to the list of Authorized
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Improvements will require the approval of the City and an update to this Service and Assessment
Plan. Tables included in this Section may be rounded to the nearest whole dollar.
B. DESCRIPTIONS AND BUDGETED COSTS OF IMPROVEMENT AREA #4 IMPROVEMENTS
The descriptions of the Improvement Area #4 Improvements are presented below as provided by
the project engineer. The Budgeted Costs of the Improvement Area #4 Improvements are shown
in Table III -B. The costs shown in Table III -B are estimates and may be revised in Annual Service
Plan Updates, including such other improvements as deemed necessary to further improve the
properties within the PID.
A description of the Improvement Area #4 Improvements are as follows.
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
Fare"), and will be owned and operated by the City and/or other applicable governmental
jurisdictions.
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.
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MuniCap 115
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,
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 Landscavin4 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, permit fees, development fees, capacity
fees and per acre charges), material testing, appraisal, legal and issuance costs, contingency, and
other related soft and miscellaneous costs.
MuniCap 116
Table
Budgeted Costs
111-A
— Improvement Area #4
Original
Improvement
Total Improvement
Area #4
Budget
Area #4
Authorized Improvements
Improvements
Revisions
Improvements)
Roadway improvements
$3,212,402
$0
$3,212,402
Water improvements
$4,792,594
$0
$4,792,594
Sanitary sewer improvements
$1,502,756
$0
$1,502,756
Storm drainage improvements
$289,181
$0
$289,181
Public landscaping and trails
$675,000
$0
$675,000
Other soft and miscellaneous costs
$2,927,205
$550,000
$3,477,205
Total Authorized Improvements
$13,399,138
$550,000
$13,949,138
'Provided by the Improvement Area #4 Developer. The figures shown in Table III -A may be revised in Annual Service Plan Updates
and may be reallocated between line items so long as the total Improvement Area #4 Assessment related to the Improvement Area
#4 Improvements does not increase.
C. DESCRIPTIONS AND BUDGETED COSTS OF IMPROVEMENT AREA #5 IMPROVEMENTS
The descriptions of the Improvement Area #5 Improvements are presented below as provided by
the project engineer. The Budgeted Costs of the Improvement Area #5 Improvements are shown
in Table III -B. The costs shown in Table III -B are estimates and may be revised in Annual Service
Plan Updates, including such other improvements as deemed necessary to further improve the
properties within the PID.
A description of the Improvement Area #5 Improvements are as follows.
Roadway Improvements
The road improvement portion of the Improvement Area #5 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 #5 Assessed Property. All roadway projects will be
designed and constructed in accordance with City standards and specifications, including the
Master Throughfare Plan, and will be owned and operated by the City.
Water Improvements
The water improvements portion of the Improvement Area #5 Improvements consists of
acquisition, construction, improvement and installation of water and reclaimed water supply lines,
and related facilities and equipment, includes waterlines (excluding water lines under 8" and
MuniCap 117
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
#5 Assessed Property, including improvements that are offsite. 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 #5 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,
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 #5
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 #5 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 #5 Assessed Property, including improvements that are offsite. 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 Landscabina and Trails
The public landscaping and trail improvements of the Improvement Area #5 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 #5 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 #5 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,
MuniCap 118
administrative material testing costs, water lab testing fees, permit fees, development fees, capacity
fees and per acre charges), material testing, appraisal, legal and issuance costs, contingency, and
other related soft and miscellaneous costs.
Table 111-B
Budgeted Costs — Improvement Area #5
Original
Improvement
Total Improvement
Area #5
Budget
Area #5
Authorized Improvements
Improvements
Revisions
Improvements)
Roadway improvements
$1,219,985
$0
$1,219,985
Water improvements
$468,315
$0
$468,315
Sanitary sewer improvements
$1,002,254
$0
$1,002,254
Storm drainage improvements2
$1,519,981
$0
$1,519,981
Public landscaping and trails
$147,696
$0
$147,696
Other soft and miscellaneous costs3
$1,071,497
$317,780
$1,389,277
Total Authorized Improvements
$5,429,728
$317,780
$5,747,508
'Provided by the Improvement Area #5 Developer. The figures shown in Table III -B may be revised in Annual Service Plan Updates
and may be reallocated between line items so long as the total Improvement Area #5 Assessment related to the Improvement Area
#5 Improvements does not increase.
2Include $210,965 in drainage costs excluding the residential drainage improvement costs and $1,309,286 in drainage costs related
to the residential area.
3Include $884,963 in other soft and miscellaneous costs excluding the improvement costs related to the residential drainage and
$186,534 other soft and miscellaneous costs related to the residential drainage improvement costs.
D. FUTURE IMPROVEMENT AREAS
As Future Improvement Areas are developed and Future Improvement Area Bonds are issued and/
or related reimbursements are required pursuant to the Master Reimbursement Agreement, each
respective Future Improvement Area Reimbursement Agreement and this Service and Assessment
Plan will be amended to identify the specific Future Improvement Area Improvements that confer
a special benefit to the property inside each Future Improvement Area (e.g., a Table III -C, Table
III -D, etc. will be added in a future updates to this Service and Assessment Plan to show the costs
for the specific Authorized Improvements financed within the specific Future Improvement Area
being developed).
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MuniCap 119
IV. SERVICE PLAN
A. PROJECTED SOURCES AND USES OF FUNDS
The PID Act requires the service plan to cover a period of at least five years. The service plan is
required to define the annual projected costs and indebtedness for the Authorized Improvements
undertaken within the PID during the five-year period. The Improvement Area #4 Improvements
were completed and will be accepted by the City in the third quarter of 2026.
The Improvement Area #5 Improvements were completed and will be accepted by the City in the
third quarter of 2026.
The costs for Improvement Area #4 Improvements and the expenses allocable to Improvement
Area #4 incurred in the establishment, administration, and operation of the PID are $16,281,345,
as shown in Table IV -C. The service plan shall be reviewed and updated at least annually for the
purpose of determining the annual budget for Administrative Expenses, updating the estimated
Authorized Improvement costs, and updating the Improvement Area #4 Assessment Roll. Any
update to this Service and Assessment Plan is herein referred to as an "Annual Service Plan
Update."
The costs for Improvement Area #5 Improvements and the expenses allocable to Improvement
Area #5 incurred in the establishment, administration, and operation of the PID are $6,773,487 as
shown in Table IV -C. The service plan shall be reviewed and updated at least annually for the
purpose of determining the annual budget for Administrative Expenses, updating the estimated
Authorized Improvement costs, and updating the Improvement Area #5 Assessment Roll. Any
update to this Service and Assessment Plan is herein referred to as an "Annual Service Plan
Update."
As Future Improvement Areas are developed and Future Improvement Area Bonds are issued
and/or additional reimbursements are required pursuant to the Master Reimbursement Agreement
and each Future Improvement Area Reimbursement Agreement with respect thereto, this Service
and Assessment Plan will be updated (e.g., Table IV -E, Table IV -G, etc. will be updated in a
future update to this Service and Assessment Plan to include Improvement Area #6, etc.).
Improvement Area #4
The obligation under the Improvement Area #4 Reimbursement Agreement was created in 2026,
as shown in Table IV -A. Amounts in the tables included in this section may be rounded to the
nearest whole dollar.
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MuniCap 120
Table IV -A
Projected Sources and Uses — Improvement Area #4 Projects
Sources of Funds
Total
Assessment Amount $16,630,000
Total Sources $16,630,000
Uses of Funds
Improvement Area #4 Imnrovementsl:
Roadway improvements $3,212,402
Water improvements $4,792,594
Sanitary sewer improvements $1,502,756
Storm drainage improvements $289,181
Public landscaping and trails $675,000
Other soft and miscellaneous costs $2,927,205
Subtotal Improvement Area #4 Project Costs $13,399,137
Bond Issuance Costs:
Cost of Issuance
$998,500
Reserve Fund
$1,222,712
Administrative expenses
$95,000
Capitalized Interest
$415,750
Underwriter's Discount
$498,900
Subtotal Bond Issuance Costs
$3,230,862
Total Uses
$16,630,000
'See Table III -B for details
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MuniCap 121
Improvement Area #5
The obligation under the Improvement Area #5 Reimbursement Agreement was created in 2026,
as shown in Table IV -B.
Table IV -B
Projected Sources and Uses — Improvement Area #5 Projects
Sources of Funds
Total
Par Amount
$6,809,000
Total Sources
$6,809,000
Uses of Funds
Improvement Area #5Improvements]:
Roadway improvements
$1,219,985
Water improvements
$468,315
Sanitary sewer improvements
$1,002,254
Storm drainage improvements
$1,519,981
Public landscaping and trails
$147,696
Other soft and miscellaneous costs
$1,071,497
Subtotal Improvement Area #5 Improvement Costs
$5,429,728
Bond Issuance Costs:
Cost of Issuance
$409,149
Reserve Fund
$500,628
Administrative expenses
$95,000
Capitalized Interest
$170,225
Underwriter's Discount
$204,270
Subtotal Bond Issuance Costs
$1,379,272
Total Uses
$6,809,000
'See Table III -B for details.
Improvement Area #4 and #5 Bonds are being issued in 2026 to remove the obligation under the
Improvement Area #4 Reimbursement Agreement and Improvement Area #5 Reimbursement
Agreement. Table IV -C shows the combined costs for the Improvement Area #4 and #5 Bonds.
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MuniCap 122
Table IV -C
Projected Sources and Uses — Improvement Area #4 and #5 Bonds
Improvement Area
Improvement Area
#4 Portion of the
#4 Portion of the
Improvement Area
Improvement Area
Sources of Funds
#4 and #5 Bonds
#4 and #5 Bonds
Total
Par Amount
$16,255,000
$6,763,000
$23,018,000
Original Issue Discount
$26,345
$10,487
$36,832
Other Funding Source
$0
$0
$0
Total Sources
$16,281,345
$6,773,487
$23,054,832
Uses of Funds
Improvement Area #4 Improvements:
Roadway improvements
$3,212,402
$0
$3,212,402
Water improvements
$4,792,594
$0
$4,792,594
Sanitary sewer improvements
$1,502,756
$0
$1,502,756
Storm drainage improvements
$289,181
$0
$289,181
Public landscaping and trails
$675,000
$0
$675,000
Other soft and miscellaneous costs
$3,477,205
$0
$3,477,205
Subtotal Improvement Area #4 Improvement Costs
$13,949,138
$0
$13,949,138
Improvement Area #5 Improvements:
Roadway improvements
$0
$1,219,985
$1,219,985
Water improvements
$0
$468,315
$468,315
Sanitary sewer improvements
$0
$1,002,254
$1,002,254
Storm drainage improvements
$0
$1,519,981
$1,519,981
Public landscaping and trails
$0
$147,696
$147,696
Other soft and miscellaneous costs $0 $1,389,277 $1,389,277
Subtotal Improvement Area #5 Improvement Costs $0 $5, 747,508 $5, 747,508
Bond Issuance Costs:
Cost of Issuance
$583,114
$242,783
$825,897
Reserve Fund
$1,166,443
$485,306
$1,651,749
Administrative expenses
$95,000
$95,000
$190,000
Underwriter's Discount
$487,650
$202,890
$690,540
Subtotal Bond Issuance Costs
$2,332,207
$1, 025,979
$3, 358,186
Total Uses $16,281,345 $6,773,487 $23,054,832
'See Table III -A for details.
'See Table III -B for details.
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MuniCap 123
B. PROJECTED FIVE-YEAR SERVICE PLAN
Improvement Area #4
The annual projected costs and annual projected indebtedness for Improvement Area #4 is shown
in Table IV -D. The annual projected costs and indebtedness is subject to revision and each shall
be updated in the Annual Service Plan Update to reflect any changes in the costs or indebtedness
expected for each year.
Table IV -D
Annual Projected Costs and Annual Projected Indebtedness — Improvement Area #4
Year
Annual
Projected
Cost
Annual
Projected
Indebtedness
Other
Funding
Sources
Projected
Annual
Installments)
2026
$16,255,000
$16,255,000
$0
$0
2027
$0
$0
$0
$1,331,811
2028
$0
$0
$0
$1,331,795
2029
$0
$0
$0
$1,331,556
2030
$0
$0
$0
$1,331,777
2031
$0
$0
$0
$1,331,409
2032
$0
$0
$0
$1,331,450
2033
$0
$0
$0
$1,330,850
Total
$16,255,000
$16,255,000
$0
$9,320,648
'Administrative Expenses in year 2026 will be funded with Bond proceeds
The annual projected costs shown in Table IV -D are the annual expenditures relating to the
Improvement Area #4 Improvements shown in Table III -A and the costs associated with setting
up the PID, including the issuance costs and reserves as shown in Table IV -C. The difference
between the total projected costs and the total projected indebtedness, if any, is the amount
contributed by the Improvement Area #4 Developer.
Improvement Area #5
The annual projected costs and annual projected indebtedness for Improvement Area #5 is shown
in Table IV -E. The annual projected costs and indebtedness is subject to revision and each shall
be updated in the Annual Service Plan Update to reflect any changes in the costs or indebtedness
expected for each year.
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MuniCap 124
Table IV -E
Annual Projected Costs and Annual Projected Indebtedness — Improvement Area #5
Annual
Other
Projected
Annual
Projected
Funding
Annual
Year
Projected Cost
Indebtedness
Sources
Installments)
2026
$6,763,000
$6,763,000
$0
$0
2027
$0
$0
$0
$622,150
2028
$0
$0
$0
$621,878
2029
$0
$0
$0
$621,621
2030
$0
$0
$0
$622,192
2031
$0
$0
$0
$621,541
2032
$0
$0
$0
$621,720
2033
$0
$0
$0
$621,678
Total
$6,763,000
$6,763,000
$0
$4,352,780
'Administrative Expenses in year 2026 will be funded with Bond proceeds
The annual projected costs shown in Table IV -E are the annual expenditures relating to the
Improvement Area #5 Improvements shown in Table III -B and the costs associated with setting
up the PID, including the issuance costs and reserves as shown in Table IV -C. The difference
between the total projected costs and the total projected indebtedness, if any, is the amount
contributed by the Improvement Area #5 Developer.
As Future Improvement Areas are developed, in association with issuing Future Improvement
Area Bonds and/ or execution of a Future Improvement Area Reimbursement Agreement for each
Future Improvement Area, a table will be added to identify the Authorized Improvements to be
financed by each new series of the Future Improvement Area Bonds and/ or Future Improvement
Area Reimbursement Agreements and the projected indebtedness resulting from each additional
series of the Future Improvement Area Bonds and/ or Future Improvement Area Reimbursement
Agreements.
C. PID ASSESSMENT NOTICE
The PID Act requires that this Service and Assessment Plan and each Annual Service Plan Update
include a copy of the notice form required by Section 5.014 of the Texas Property Code. The "PID
Assessment Notice" is attached hereto as Appendix E and may be updated in an Annual Service
Plan Update.
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MuniCap 125
V. ASSESSMENT PLAN
A. INTRODUCTION
The PID Act requires the City Council to apportion the costs of the Authorized Improvements on
the basis of special benefits conferred upon the property because of the Authorized Improvements.
The PID Act provides that the costs of the Authorized Improvements may be assessed: (i) equally
per front foot or square foot; (ii) according to the value of the property as determined by the
governing body, with or without regard to improvements on the property; or (iii) in any other
manner that results in imposing equal shares of the cost on property similarly benefited. The PID
Act further provides that the governing body may establish by ordinance or order reasonable
classifications and formulas for the apportionment of the cost between the municipality and the
area to be assessed and the methods of assessing the special benefits for various classes of
improvements.
The proposed bond issuance program entails a series of bond financings that are intended to
finance the public infrastructure required for the development. This financing will necessarily be
undertaken in phases to coincide with the private investment and development of the Authorized
Improvements. Following the execution of the Improvement Area #4 Reimbursement Agreement
and the Improvement Area #5 Reimbursement Agreement in 2026, and the Improvement Area #4
and #5 Bonds being issued in 2026, subsequent financings may be issued over the subsequent fifty
(50) years from the date of the first Assessment levy, as the Future Improvement Areas of the
development are gradually constructed.
The purpose of this gradual issuance of bonds in phases is to mirror the actual development of the
Authorized Improvements. The levy of Assessments and issuance of Bonds are most prudently
and efficiently utilized when directly coinciding with construction of public infrastructure needed
for private development that is to occur once the infrastructure is completed; it is most effective to
issue the Bonds when the infrastructure is needed, not before. Furthermore, there is no economic
advantage, and several disadvantages, to issuing debt and encumbering property within the PID
prior to the need for the Authorized Improvements.
For purposes of this Service and Assessment Plan, the City Council has determined that the costs
of the Improvement Area #4 Improvements and Improvement Area #5 Improvements shall be
allocated as described below:
The costs of the Improvement Area #4 Improvements that only benefit Improvement Area #4
shall be allocated on the basis of Equivalent Units calculated using the estimated average home
price of each Lot Type at the time the Improvement Area #4 Assessments are levied, and that
such method of allocation will result in the imposition of equal shares of the costs of the
Improvement Area #4 Improvements to Parcels of Improvement Area #4 Assessed Property
similarly benefited.
2. The costs of the Improvement Area #5 Improvements that only benefit Improvement Area #5
shall be allocated on the basis of Equivalent Units calculated using the estimated average home
price of each Lot Type at the time the Improvement Area #5 Assessments are levied, and that
MuniCap 126
such method of allocation will result in the imposition of equal shares of the costs of the
Improvement Area #5 Improvements to Parcels of Improvement Area #5 Assessed Property
similarly benefited.
At this time, it is impossible to determine with absolute certainty the amount of special benefit
each Parcel within Future Improvement Areas will receive from the direct Authorized
Improvements that will benefit each individual Improvement Area and that are to be financed with
Future Improvement Area Bonds. Therefore, Parcels will only be assessed for the special benefits
conferred upon the Parcel at this time because of the Improvement Area #4 Improvements and the
Improvement Area #5 Improvements, as applicable.
In connection with the issuance of Future Improvement Area Bonds and/ or additional obligations
created pursuant to the Master Reimbursement Agreement and each respective Future
Improvement Area Reimbursement Agreement, this Service and Assessment Plan will be updated
to reflect the special benefit each Parcel of Assessed Property within a Future Improvement Areas
receives from the specific Authorized Improvements funded with those Future Improvement Area
Bonds issued and/ or Future Improvement Area Reimbursement Agreements executed with
respect to that Future Improvement Areas. Prior to assessing Parcels located within Future
Improvement Areas in connection with issuance of Future Improvement Area Bonds and/ or
execution of Future Improvement Area Reimbursement Agreements, each owner of the Parcels to
be assessed must acknowledge that the Authorized Improvements to be financed confer a special
benefit on their Parcel and must consent to the imposition of the Assessments to pay for the Actual
Costs of such Authorized Improvements.
This section of this Service and Assessment Plan currently (i) describes the special benefit
received by each Parcel of Assessed Property within the PD as a result of the Improvement Area
#4 Improvements and Improvement Area #5 Improvements, as applicable, (ii) provides the basis
and justification for the determination that this special benefit exceeds the amount of the
Improvement Area #4 Assessments and the Improvement Area #5 Assessments levied on the
Improvement Area #4 Assessed Property and Improvement Area #5 Assessed Property, as
applicable, and (iii) establishes the methodologies by which the City Council allocates and
reallocates the special benefit of the Improvement Area #4 Improvements and Improvement Area
#5 Improvements, as applicable, to Parcels of Improvement Area #4 Assessed Property and
Improvement Area #5 Assessed Property, as applicable, in a manner that results in equal shares
of the Actual Costs of such improvements being apportioned to Parcels similarly benefited. The
determination by the City Council of the assessment methodologies set forth below is the result
of the discretionary exercise by the City Council of its legislative authority and governmental
powers and is conclusive and binding on the Improvement Area #4 Developer and the
Improvement Area #5 Developer and all future owners and developers of the Improvement Area
#4 Assessed Property and the Improvement Area #5 Assessed Property.
As Future Improvement Areas are developed in connection with the issuance of Future
Improvement Area Bonds and/or additional reimbursements are required pursuant to the Master
Reimbursement Agreement, each respective Future Improvement Area Reimbursement
Agreement, this Service and Assessment Plan will be updated based on the City's determination
of the assessment methodology for each Future Improvement Areas.
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B. SPECIAL BENEFIT
Assessed Property must receive a direct and special benefit from the Authorized Improvements,
and this benefit must be equal to or greater than the amount of the Assessments. The Authorized
Improvements (more particularly described in line -item format in Appendix B to this Service and
Assessment Plan) and the costs of issuance and payment of costs incurred in the establishment of
the PID shown in Table IV -A and Table IV -B are authorized by the PID Act. These Authorized
Improvements are provided specifically for the benefit of the Assessed Property.
At or prior to the time the City Council approved the Improvement Area #4 Assessment Ordinance
and the Improvement Area #5 Assessment Ordinance, respectively, each owner of the
Improvement Area #4 Assessed Property and Improvement Area #5 Assessed Property has
acknowledged that the Improvement Area #4 Improvements and the Improvement Area #5
Improvements, respectively, confer a special benefit on the Improvement Area #4 Assessed
Property and the Improvement Area #5 Assessed Property, respectively, and has consented to the
imposition of the Improvement Area #4 Assessments and the Improvement Area #5 Assessments,
as the case may be, to pay for the Actual Costs associated therewith. In making such
acknowledgements and consents, each of the owners was acting in its interest in consenting to the
apportionment and levying of the Improvement Area #4 Assessments and the Improvement Area
#5 Assessments, respectively, because the special benefit conferred upon the Improvement Area
#4 Assessed Property and the Improvement Area #5 Assessed Property, respectively, by the
Improvement Area #4 Improvements and Improvement Area #5 Improvements, respectively,
exceeds the amount of the Improvement Area #4 Assessments and the Improvement Area #5
Assessment, as applicable.
The Authorized Improvements provide a special benefit to the Assessed Property as a result of
the close proximity of these improvements to the Assessed Property and the specific purpose of
these improvements of providing infrastructure for the Assessed Property. In other words, the
Assessed Property could not be used in the manner proposed without the construction of the
Authorized Improvements. The Authorized Improvements are being provided specifically to meet
the needs of the Assessed Property as required for the proposed use of the property.
The Assessments are being levied to provide the Authorized Improvements that are required for
the highest and best use of the Assessed Property (i.e., the use of the property that is most valuable,
including any costs associated with that use). Highest and best use can be defined as "the
reasonably probable and legal use of property, which is physically possible, appropriately
supported, financially feasible, and that results in the highest value." (Dictionary of Real Estate
Appraisal, Third Edition.) The Authorized Improvements are expected to be required for the
proposed use of the Assessed Property to be physically possible, appropriately supported,
financially feasible, and maximally productive.
The Improvement Area #4 Developer and Improvement Area #5 Developer have evaluated the
potential use of the property and have determined that the highest and best use of the property is
the use intended and the legal use for the property as described in Section II of this Service and
Assessment Plan. The use of the Assessed Property as described herein will require the
construction of the Authorized Improvements.
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The special assessments will repay financing that is on advantageous terms, as the Bonds issued,
if any, to finance the Authorized Improvements will pay interest that is exempt from federal
income tax. As a result, all other terms being equal (e.g., maturity, fixed vs. variable rate, credit
quality), the tax-exempt bonds will have a lower interest rate than debt that is not tax-exempt. The
Bonds also have a longer term than other available financings and may either be repaid or assumed
by a buyer at the buyer's option. As a result of these advantageous terms, the financing provided
by the PID is the most beneficial means of financing the Authorized Improvements.
At or prior to the time the City Council approved the Improvement Area #4 Assessment Ordinance
and the Improvement Area #5 Assessment Ordinance, respectively, each owner of the Assessed
Property will ratify, confirm, accept, agree to and approve: (i) the determinations and findings by
the City Council as to the special benefits described in this Service and Assessment Plan, the
Improvement Area #4 Assessment Ordinance, and the Improvement Area #5 Assessment
Ordinance; (ii) the Service and Assessment Plan, the Improvement Area #4 Assessment
Ordinance, and the Improvement Area #5 Assessment Ordinance, and (iii) the levying of
Assessments on the Assessed Property. Use of the Assessed Property as described in this Service
and Assessment Plan and as authorized by the PID Act requires that Authorized Improvements be
acquired, constructed, installed, and/or improved. Funding the Actual Costs of the Authorized
Improvements through the PID has been determined by the City Council to be the most beneficial
means of doing so. As a result, the Authorized Improvements result in a special benefit to the
Assessed Property, and this special benefit exceeds the amount of the Assessment. This conclusion
is based on and supported by the evidence, information, and testimony provided to the City
Council.
In summary, the Authorized Improvements result in a special benefit to the Assessed Property for
the following reasons:
1. The Authorized Improvements are being provided specifically for the use of the Assessed
Property, are necessary for the proposed best use of the property and provide a special
benefit to the Assessed Property as a result;
2. The Improvement Area #4 Developer and Improvement Area #5 Developer have
consented to the imposition of the Improvement Area #4 Assessments and the
Improvement Area #5 Assessments, respectively, for the purpose of providing the
Improvement Area #4 Improvements and the Improvement Area #5 Improvements and
the Improvement Area #4 Developer and Improvement Area #5 Developer are acting in
their interest by consenting to this imposition;
3. The Authorized Improvements are required for the highest and best use of the Assessed
Property;
4. The highest and best use of the Assessed Property is the use of the Assessed Property
that is most valuable (including any costs associated with the use of the Assessed
Property);
5. Financing of the costs of the Authorized Improvement through the PID is determined to
be the most beneficial means of providing for the Authorized Improvements; and
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6. As a result, the special benefits to the Assessed Property from the Authorized
Improvements will be equal to or greater than the Assessments.
C. ASSESSMENT METHODOLOGY
The costs of the Authorized Improvements may be assessed by the City Council against the
Assessed Property so long as the special benefit conferred upon the Assessed Property by the
Authorized Improvements equals or exceeds the amount of the Assessments. The costs of the
Authorized Improvements may be assessed using any methodology that results in the imposition
of equal shares of the Actual Costs on Assessed Property similarly benefited.
1. Assessment Methodology for Improvement Area #4 Improvements
For purpose of this Service and Assessment Plan, the City Council determined that the Actual
Costs of the Improvement Area #4 Improvements shall be allocated to the Improvement Area #4
Assessed Property by spreading the entire Improvement Area #4 Assessment across the Parcels
of Improvement Area #4 Assessed Property based on the estimated number of Equivalent Units
anticipated to be developed on such Parcel.
Based on the estimates of the costs of the Improvement Area #4 Improvements, as set forth in
Table III -A, the City Council determined that the benefit to Improvement Area #4 Assessed
Property of the Improvement Area #4 Improvements was at least equal to the Improvement Area
#4 Assessments levied on the Improvement Area #4 Assessed Property.
Upon subsequent divisions of any Parcel of Improvement Area #4 Assessed Property, the
Improvement Area #4 Assessment applicable to it will then be apportioned pro rata based on the
estimated Equivalent Units of each newly created Parcel of Improvement Area #4 Assessed
Property. For residential lots, when final residential building sites are platted, Improvement Area
#4 Assessments will be apportioned proportionately among each Parcel of Improvement Area #4
Assessed Property based on the ratio of the estimated Equivalent Units at the time residential lots
are platted to the total estimated Equivalent Units for lots in the platted Parcel of Improvement
Area #4 Assessed Property, as determined by the Administrator and confirmed by the City
Council.
The Improvement Area #4 Assessment and Annual Installments for each Parcel of Improvement
Area #4 Assessed Property is shown on the Improvement Area #4 Assessment Roll, attached as
Appendix G, and no Improvement Area #4 Assessment shall be changed except as authorized by
this Service and Assessment Plan or the PID Act.
2. Assessment Methodology for Improvement Area #5 Improvements
For purpose of this Service and Assessment Plan, the City Council has determined that the Actual
Costs of the Improvement Area #5 Improvements shall be allocated to the Improvement Area #5
Assessed Property by spreading the entire Improvement Area #5 Assessment across the Parcels
MuniCap 1 30
of Improvement Area #5 Assessed Property based on the estimated number of Equivalent Units
anticipated to be developed on each Parcel of Improvement Area #5 Assessed Property.
Based on the estimates of the costs of the Improvement Area #5 Improvements, as set forth in
Table III -B, the City Council has determined that the benefit to Improvement Area #5 Assessed
Property of the Improvement Area #5 Improvements is at least equal to the Improvement Area #5
Assessments levied on the Improvement Area #5 Assessed Property.
Upon subsequent divisions of any Parcel of Improvement Area #5 Assessed Property, the
Improvement Area #5 Assessment applicable to it will then be apportioned pro rata based on the
estimated Equivalent Units of each newly created Parcel of Improvement Area #5 Assessed
Property. For residential lots, when final residential building sites are platted, Improvement Area
#5 Assessments will be apportioned proportionately among each Parcel of Improvement Area #5
Assessed Property based on the ratio of the estimated Equivalent Units at the time residential lots
are platted to the total estimated Equivalent Units for lots in the platted Parcel of Improvement
Area #5 Assessed Property, as determined by the Administrator and confirmed by the City
Council.
The Improvement Area #5 Assessment and Annual Installments for each Parcel of Improvement
Area #5 Assessed Property is shown on the Improvement Area #5 Assessment Roll, attached as
Appendix H, and no Improvement Area #5 Assessment shall be changed except as authorized by
this Service and Assessment Plan or the PID Act.
3. Assessment Methodology for Future Improvement Areas
When any given Future Improvement Area is developed, and Future Improvement Area Bonds
for that Future Improvement Areas are to be issued and/ or a Future Improvement Area
Reimbursement Agreement is executed, this Service and Assessment Plan will be amended to
determine the assessment methodology that results in the imposition of equal shares of the Actual
Costs on Assessed Property similarly benefited within that Future Improvement Area.
D. ASSESSMENTS
The Improvement Area #4 Assessments were levied in 2026 on each Parcel or lot of Improvement
Area #4 Assessed Property according to the Improvement Area #4 Assessment Roll, attached
hereto as Appendix G. The Annual Installments for Improvement Area #4 portion of the
Improvement Area #4 and #5 Bonds will be collected on the dates and in the amounts shown on
the Improvement Area #4 Assessment Roll, subject to revisions made during an Annual Service
Plan Update.
The Improvement Area #5 Assessments were levied on each Parcel or lot of Improvement Area
#5 Assessed Property according to the Improvement Area #5 Assessment Roll, attached hereto as
Appendix H. The Annual Installments for Improvement Area #5 portion of the Improvement Area
#4 and #5 Bonds will be collected on the dates and in the amounts shown on the Improvement
Area #5 Assessment Roll, subject to revisions made during an Annual Service Plan Update.
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See Appendix F for Improvement Area #4 Assessments and Improvement Area #5 Assessments
per unit, leverage, and estimated tax rate equivalent calculation details.
E. ADMINISTRATIVE EXPENSES
The cost of administering the PID and collecting the Annual Installments shall be paid for on a
pro rata basis by each Parcel of Assessed Property based on the amount of Assessment levied
against such Parcel. The Administrative Expenses shall be collected as part of and in the same
manner as Annual Installments in the amounts shown on each Assessment Roll, which may be
revised based on Actual Costs incurred in Annual Service Plan Updates.
F. ADDITIONAL INTEREST RESERVE
Pursuant to the PID Act, the interest rate for Assessments may exceed the actual interest rate per
annum paid on the related Bonds, by the Additional Interest Rate. The Additional Interest
Component of the Annual Installments is allocated to fund a reserve to be used for paying
Prepayment Costs and to offset Delinquent Collection Costs. The Additional Interest Reserve
shall be funded until it reaches 5.50% of the outstanding Bonds unless otherwise stipulated in the
applicable Trust Indenture. Once the Additional Interest Reserve is funded in full, the City may
allocate the Additional Interest Component of the Annual Installments as provided in the
applicable Trust Indenture.
G. TIRZ ANNUAL CREDIT
Pursuant to the TIRZ Ordinance, the City has agreed to use TIRZ Revenues in an amount equal
to 65% of the City's ad valorem tax revenues collected on the tax increment from each Parcel of
Assessed Property within the TIRZ No. 16 to offset a portion of the Assessments levied on each
such Parcel, if applicable. The Annual Installment for each Parcel of Assessed Property shall be
calculated by taking into consideration any TIRZ Annual Credit Amount applicable to such Parcel
then on deposit in the TIRZ No. 16 tax increment fund. The TIRZ Annual Credit Amount
applicable to each Parcel of Assessed Property shall be calculated, if applicable, as described
under Section VI of this Service and Assessment Plan.
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MuniCap 132
VI. TERMS OF THE ASSESSMENTS
A. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED
WITHIN IMPROVEMENT AREA #4
The Improvement Area #4 Assessment and Annual Installments thereof for each Improvement
Area #4 Assessed Property is shown on the Improvement Area #4 Assessment Roll, attached as
Appendix G, and no Improvement Area #4 Assessment shall be changed except as authorized by
this Service and Assessment Plan and the PID Act.
The Annual Installments from the Improvement Area #4 Assessed Property shall be collected in
an amount sufficient (i) to pay principal and interest on the Improvement Area #4 portion of the
Improvement Area #4 and #5 Bonds, (ii) the Additional Interest Component, as applicable, and
(iii) Administrative Expenses. The Annual Installment for each Parcel of Improvement Area #4
Assessed Property shall be determined by taking into consideration the TIRZ Annual Credit
Amount applicable to such Parcel then on deposit in the TIRZ No. 16 tax increment fund, if
applicable. The TIRZ Annual Credit Amount shall be determined separately for each Parcel of
Improvement Area #4 Assessed Property and such TIRZ Annual Credit Amount shall be applied
on a Parcel -by -Parcel basis, if applicable. As described in Section V.G., the TIRZ Revenues
attributable to each Parcel of Improvement Area #4 Assessed Property collected in any given year
shall be used to determine such Parcel's TIRZ Annual Credit Amount in the following year (i.e.,
TIRZ Revenues collected in 2026 shall be used to calculate the TIRZ Annual Credit Amount
applicable to Annual Installments to be collected in 2027). The number of units to be used for the
calculation of the TIRZ Annual Credit Amount, if applicable, shall be determined by the
Administrator based on the information available to the Administrator at the time of such
calculations.
B. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED
WITHIN IMPROVEMENT AREA #5
The Improvement Area #5 Assessment and Annual Installments for each Improvement Area #5
Assessed Property is shown on the Improvement Area #5 Assessment Roll, attached as Appendix
H, and no Improvement Area #5 Assessment shall be changed except as authorized by this Service
and Assessment Plan and the PID Act.
The Annual Installments from the Improvement Area #5 Assessed Property shall be collected in
an amount sufficient (i) to pay principal and interest on the Improvement Area #5 portion of the
Improvement Area #4 and #5 Bonds, (ii) the Additional Interest Component, as applicable, and
(iii) Administrative Expenses. The Annual Installment for each Parcel of Improvement Area #5
Assessed Property shall be determined by taking into consideration the TIRZ Annual Credit
Amount applicable to such Parcel then on deposit in the TIRZ No. 16 tax increment fund, if
applicable. The TIRZ Annual Credit Amount shall be determined separately for each Parcel of
Improvement Area #5 Assessed Property and such TIRZ Annual Credit Amount shall be applied
on a Parcel -by -Parcel basis, if applicable. As described in Section V.G., the TIRZ Revenues
attributable to each Parcel of Improvement Area #5 Assessed Property collected in any given year
MuniCap 1 33
shall be used to determine such Parcel's TIRZ Annual Credit Amount for such Parcel in the
following year (i.e., TIRZ Revenues collected in 2026 shall be used to calculate the TIRZ Annual
Credit Amount applicable to Annual Installments to be collected in 2027). The number of units to
be used for the calculation of the TIRZ Annual Credit Amount, if applicable, shall be determined
by the Administrator based on the information available to the Administrator at the time of such
calculations.
C. AMOUNT OF ASSESSMENTS AND ANNUAL INSTALLMENTS FOR PARCELS LOCATED
WITHIN FUTURE IMPROVEMENT AREAS
As Future Improvement Areas are developed, this Service and Assessment Plan will be amended
to determine the Future Improvement Area Assessment and Annual Installments for each Future
Improvement Area Assessed Property (e.g., an Appendix will be added as the Assessment Roll
for Improvement Area #6, etc.). The Future Improvement Area Assessments shall not exceed the
benefit received by the Future Improvement Area Assessed Property.
D. REALLOCATION OF ASSESSMENTS
1. Subdivision
Upon the subdivision of any Parcel, the Assessment for the Parcel prior to the subdivision shall
be reallocated among the new subdivided Parcels according to the following formula:
A=Bx(C=D)
Where the terms have the following meanings:
A = the Assessment for each new subdivided Parcel
B = the Assessment for the Parcel prior to subdivision
C = the estimated number of Equivalent Units to be built on each new subdivided
Parcel
D = the sum of the estimated number of Equivalent Units to be built on all of the new
subdivided Parcels
The calculation of the estimated number of Equivalent Units to be built on a Parcel shall be
performed by the Administrator based on the information available regarding the use of the Parcel,
and such calculation shall be approved by the City Council in the immediately following Annual
Service Plan Update. The calculation as confirmed by the City Council shall be conclusive and
binding. The number of Equivalent Units to be built on a Parcel may be estimated by net land area
and reasonable density ratios.
The sum of the Assessments for all newly subdivided Parcels shall not exceed equal the
Assessment for the Parcel prior to subdivision. The calculation shall be made separately for each
newly subdivided Parcel. The reallocation of an Assessment for a Parcel that is a homestead under
Texas law may not exceed the Assessment prior to the reallocation and to the extent the
reallocation would exceed such amount, it shall be prepaid by such amount by the party requesting
MuniCap 1 34
the subdivision of the Parcels. Any reallocation pursuant to this section shall be reflected in an
Annual Service Plan Update approved by the City Council.
2. Consolidation
Upon the consolidation of two or more Parcels, the Assessment for the consolidated Parcel shall
be the sum of the Assessments for the Parcels prior to consolidation. The reallocation of an
Assessment for a Parcel that is a homestead under Texas law may not exceed the Assessment prior
to the reallocation and to the extent the reallocation would exceed such amount, it shall be prepaid
by such amount by the party requesting the consolidation of the Parcels. Any reallocation pursuant
to this section shall be reflected in an Annual Service Plan Update approved by the City Council.
The reallocation as confirmed by the City Council shall be conclusive and binding.
E. MANDATORY PREPAYMENT OF ASSESSMENTS
If a Parcel subject to Assessments is transferred to a party that is exempt from the payment of
the Assessment under applicable law, or if an owner causes a Parcel subject to Assessments
to become Non -Benefited Property, the owner of such Parcel shall pay to the City the full
amount of the principal portion of the Assessment on such Parcel, plus all Prepayment Costs,
prior to or concurrently with any such conveyance or act, and no such conveyance shall be
effective until the City receives such payment.
2. The payments required above shall be treated the same as any Assessment that is due and
owing under the PID Act, each Assessment Ordinance, and this Service and Assessment Plan,
including the same lien priority, penalties, procedures, and foreclosure specified by the PID
Act.
F. REDUCTION OF ASSESSMENTS
If after all Authorized Improvements to be funded with a series of Bonds and/or Improvement
Area Reimbursement Agreement have been completed and Actual Costs for such Authorized
Improvements are less than the Actual Costs or Budgeted Costs of the Authorized
Improvements used to calculate the Assessments securing such series of Bonds and/or related
Improvement Area Reimbursement Agreement, resulting in excess proceeds being available,
and such excess proceeds may be used for any purpose authorized by a Trust Indenture and/or
may be used to reduce the obligations under an Improvement Area Reimbursement Agreement
as provided in the Improvement Area Reimbursement Agreement, then the Assessment
securing such series of Bonds and/or related Improvement Area Reimbursement Agreement
for each Parcel of Assessed Property shall be reduced by the City Council pro rata such that
the sum of the resulting reduced Assessments for all Assessed Properties equals the actual
reduced Actual Costs. The Assessments shall not be reduced to an amount less than the related
outstanding series of Bonds (including by application of the Additional Interest Rate)and/or
amounts due under a related Improvement Area Reimbursement Agreement. If all of the
Authorized Improvements are not completed, the City may reduce the Assessments in another
method if it determines such method would better reflect the benefit received by the Parcels
from the Authorized Improvements completed.
MuniCap 1 35
2. If all the Authorized Improvements are not undertaken, resulting in excess Bonds proceeds
being available and/or a need to reduce the obligations under an Improvement Area
Reimbursement Agreement, and such excess proceeds may be used for any purpose
authorized by a Trust Indenture and/or may be used to reduce the obligations under an
Improvement Area Reimbursement Agreement, as provided in the Improvement Area
Reimbursement Agreement, as the case may be, then the Assessments and Annual
Installments for each Parcel shall be appropriately reduced by the City Council to reflect only
the amounts required to repay the Bonds and/ or repay obligations under an Improvement
Area Reimbursement Agreement, including interest on the Bonds (including by application
of the Additional Interest Rate) and/ or interest due under an Improvement Area
Reimbursement Agreement and Administrative Expenses. The City Council may reduce the
Assessments and the Annual Installments for each Parcel (i) in an amount that represents the
Authorized Improvements provided for each Parcel or (ii) by an equal percentage calculated
based on number of units, if determined by the City Council to be the most fair and practical
means of reducing the Assessments for each Parcel, such that the sum of the resulting reduced
Assessments equals the amount required to repay the Bonds and/ or repay the obligations
under an Improvement Area Reimbursement Agreement, including interest thereon and
Administrative Expenses. The principal portion of the Assessment for each Parcel shall be
reduced pro rata to the reduction in the Assessments for each Parcel such that the sum of the
resulting reduced principal portion of the Bonds and/or obligations under an Improvement
Area Reimbursement Agreement is equal to the outstanding principal amount of the Bonds
and/or an Improvement Area Reimbursement Agreement.
G. PAYMENT OF ASSESSMENTS
1. Payment in Part or Full
(a) The Assessment for any Parcel may be paid in full at any time. Such payment shall include
all Prepayment Costs. If prepayment in full will result in redemption of Bonds, the
payment amount shall be reduced by the amount, if any, of interest through the date of
redemption of Bonds and reserve funds applied to the redemption under the Trust
Indenture, net of any other costs applicable to the redemption of Bonds.
(b) If an Annual Installment has been billed prior to payment in full of an Assessment, the
Annual Installment shall be due and payable and shall be credited against the payment -in -
full amount.
(c) Upon payment in full of the Assessment and all Prepayment Costs, the City shall deposit
the payment in accordance with the Trust Indenture; whereupon the Assessment shall be
reduced to zero, and the owner's obligation to pay the Assessment and Annual Installments
thereof shall automatically terminate.
(d) At the option of the owner of the Assessed Property, the Assessment on any Parcel plus
Prepayment Costs may be paid in part, in an amount sufficient to allow for a convenient
redemption of Bonds as determined by the Administrator. Upon the payment of such
amounts for a Parcel, the Assessment for the Parcel shall be reduced, the Assessment Roll
MuniCap 136
shall be updated to reflect such partial payment, the obligation to pay the Annual
Installment for such Parcel shall be reduced to the extent the partial payment is made, and
the term of the Assessment shall not be reduced.
2. Payment in Annual Installments
The PID Act provides that an Assessment for a Parcel may be paid in full at any time. If not paid
in full, the PID Act authorizes the Assessment to be paid in installments and additionally allows
the City to collect interest (including the Additional Interest Rate), Administrative Expenses and
other authorized charges in installments. An Assessment for a Parcel that is not paid in full will
be collected in Annual Installments each year in the amounts shown on the Assessment Rolls, as
updated as provided for herein, which include interest, Administrative Expenses, and payments
required for the Additional Interest Reserve if and when Bonds are issued. Payment of the Annual
Installments shall commence with tax bills mailed after the initial levy of Assessments.
Improvement Area #4 and #5 Bonds
Each Assessment for the Improvement Area #4 Assessed Property and Improvement Area #5
Assessed Property related to the Improvement Area #4 and #5 Bonds shall be paid with interest
of no more than the actual interest rate paid on the Improvement Area #4 and #5 Bonds. Interest
on the Improvement Area #4 and #5 Bonds is based on an interest rate of 4.75% in years 1 through
10 (2027-2036), 5.55% in years 11 through 20 (2037-2046), and 6.00% in years 21 through 30
(2047-2056) and Additional Interest at the rate of 0.5% for the Additional Interest Reserve.
Furthermore, the Annual Installments related to the Improvement Area #4 and #5 Bonds may not
exceed the amounts shown on the Improvement Area #4 Assessment Roll and Improvement Area
#5 Assessment Roll. The Improvement Area #4 Assessment Roll and the Improvement Area #5
Assessment Roll are shown as Appendix G and Appendix H, respectively.
Reduction ofAssessments
The Annual Installments shall be reduced to equal the respective Actual Costs of repaying the
Improvement Area #4 and #5 Bonds, as applicable, and actual Administrative Expenses (as
provided for in the definition of such term), taking into consideration any other available funds
for these costs, such as interest income on account balances.
The City reserves and shall have the right and option to refund the Improvement Area #4 and #5
Bonds, and/or issue additional Bonds in accordance with Section 372.027 of the PID Act. In the
event of such refunding, the Administrator shall recalculate the Annual Installments, and if
necessary, may adjust, or decrease, the amount of the Annual Installments so that total Annual
Installments of Assessments will be produced in annual amounts that are required to pay the
refunding bonds when due and payable as required by and established in the ordinance authorizing
and/or the indenture securing the refunding bonds, and such refunding bonds shall constitute
Improvement Area #4 and #5 Bonds, as the case may be, for purposes of this Service and
Assessment Plan.
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MuniCap 1 37
H. COLLECTION OF ANNUAL INSTALLMENTS
No less frequently than annually, the Administrator shall prepare, and the City Council shall
consider and approve, an Annual Service Plan Update to allow for the billing and collection of
Annual Installments. Each Annual Service Plan Update shall include updated Assessment Rolls
and a calculation of the Annual Installment for each Parcel. Administrative Expenses shall be
allocated among Parcels in proportion to the amount of the Annual Installments for the Parcels.
Each Annual Installment shall be reduced by any credits applied under the applicable Trust
Indenture, such as capitalized interest, interest earnings on any account balances, and any other
funds available to the Trustee for such purpose, including any existing deposits for the Additional
Interest Reserve and any applicable TIRZ Annual Credit Amounts. Annual Installments shall be
collected by the City in the same manner and at the same time as ad valorem taxes and shall be
subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are
provided for ad valorem taxes of the City. The City Council may provide for other means of
collecting the Annual Installments to the extent permitted under the PID Act. The Assessments
shall have lien priority as specified in the PID Act.
Each Annual Installment, including the interest on the unpaid amount of an Assessment, shall be
calculated as of September 1 and updated annually. Each Annual Installment together with interest
thereon shall be delinquent if not paid prior to February 1 of the following year.
The collection of the first Annual Installment for a Parcel of Improvement Area #4 Assessed
Property shall commence upon September 1, 2026.
The collection of the first Annual Installment for a Parcel of Improvement Area #5 Assessed
Property shall commence upon September 1, 2026.
Any sale of Assessed Property for nonpayment of the Annual Installments shall be subject to the
lien established for the remaining unpaid Annual Installments against such Assessed Property and
such Assessed Property may again be sold at a judicial foreclosure sale if the purchaser thereof
fails to make timely payment of the non -delinquent Annual Installments against such Assessed
Property as they become due and payable.
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MuniCap 138
VII. THE ASSESSMENT ROLL
A. IMPROVEMENT AREA #4 ASSESSMENT ROLL
The City Council has evaluated each Parcel in Improvement Area #4 (based on numerous factors
such as the applicable zoning for the developable area, the use of proposed Homeowners'
Association Property, the Public Property, the types of Authorized Improvements, and other
development factors deemed relevant by the City Council) to determine which Parcels constitute
Improvement Area #4 Assessed Property.
The Improvement Area #4 Assessed Property was assessed for the special benefits conferred upon
such property resulting from the Improvement Area #4 Improvements. Table VII -A summarizes
the $16,255,00 (excluding bond premium) in special benefit from the Improvement Area #4
Improvements, including a portion of the costs of the PD formation and applicable Improvement
Area #4 Bond issuance costs. The Improvement Area #4 Assessment is $16,255,000, which is less
than the benefit received by the Improvement Area #4 Assessed Property. Accordingly, the total
Improvement Area #4 Assessment to be applied to all the Improvement Area #4 Assessed Property
is $16,255,000, plus interest and annual Administrative Expenses. The Improvement Area #4
Assessment for each Improvement Area #4 Assessed Property is calculated based on the allocation
methodologies described in Section V.D. The Improvement Area #4 Assessment Roll is attached
hereto as Appendix G.
Table VII -A
Improvement Area #4
Special Benefit Summary
Special Benefit Total Cost
Total Improvement Area #4 Improvements $13,949,138
Bond Issuance Costs
Cost of Issuance
$583,114
Reserve Fund
$1,166,443
Administrative expenses
$95,000
Underwriters Discount
$487,650
Subtotal Bond Issuance Costs
$2,332,207
Premium
($26, 345)
Total Special Benefit
$16,255,000
Special Benefit:
Total Special Benefit $16,255,000
Assessment $16,255,000
Excess Benefit $0
'See Table III.A for details.
MuniCap 1 39
B. IMPROVEMENT AREA #5 ASSESSMENT ROLL
The City Council has evaluated each Parcel in Improvement Area #5 (based on numerous factors
such as the applicable zoning for the developable area, the use of proposed Homeowners'
Association Property, the Public Property, the types of Authorized Improvements, and other
development factors deemed relevant by the City Council) to determine which Parcels constitute
Improvement Area #5 Assessed Property.
The Improvement Area #5 Assessed Property is being assessed for the special benefits conferred
upon such property resulting from the Improvement Area #5 Improvements. Table VII -B
summarizes the $6,763,000 (excluding bond premium) in special benefit from the Improvement
Area #5 Improvements, including a portion of the costs of the PD formation and applicable
Improvement Area #5 Bond issuance costs. The Improvement Area #5 Assessment amount is
$6,763,000, which is less than the benefit received by the Improvement Area #5 Assessed
Property. Accordingly, the total Improvement Area #5 Assessment to be applied to all the
Improvement Area #5 Assessed Property is $6,763,000, plus interest and annual Administrative
Expenses. The Improvement Area #5 Assessment for each Improvement Area #5 Assessed
Property is calculated based on the allocation methodologies described in Section V.D. The
Improvement Area #5 Assessment Roll is attached hereto as Appendix H.
Table VII -B
Improvement Area #5
Special Benefit Summary
Special Benefit Total Cost
Total Improvement Area #5 Improvements' $5,747,508
Bond Issuance Costs
Cost of Issuance
$242,783
Reserve Fund
$485,306
Administrative expenses
$95,000
Underwriter's Discount
$202,890
Subtotal Bond Issuance Costs
$1, 025,979
Premium
($10,487)
Total Special Benefit
$6,763,000
Special Benefit:
Total Special Benefit $6,763,000
Assessment $6,763,000
Excess Benefit $0
'See Table III -B for details.
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MuniCap 1 40
C. FUTURE IMPROVEMENT AREAS ASSESSMENT ROLL
As Future Improvement Areas are developed, this Service and Assessment Plan will be amended
to determine the Future Improvement Area Assessment for each Parcel or lot located within such
Future Improvement Areas (e.g., an appendix will be added for each Future Improvement Area
Assessment Roll).
D. ANNUAL ASSESSMENT ROLL UPDATES
The Administrator shall prepare, and shall submit to the City Council for approval, annual updates
to the Assessment Roll in conjunction with the Annual Service Plan Update to reflect the
following matters, together with any other changes helpful to the Administrator or the City and
permitted by the PID Act: (i) the identification of each Parcel (ii) the Assessment for each Parcel
of Assessed Property, including any adjustments authorized by this Service and Assessment Plan
or the PID Act; (iii) the Annual Installment for the Assessed Property for the year (if the
Assessment is payable in installments); and (iv) payments of the Assessment, if any, as provided
by Section VI.F of this Service and Assessment Plan.
This Service and Assessment Plan reflects the actual interest under the Improvement Area #4 and
#5 Bonds and which the Annual Installments shall be paid, any reduction in the Improvement Area
#4 Assessments and Improvement Area #5 Assessments, respectively, and any revisions in the
Budgeted Costs to be funded by the Improvement Area #4 and #5 Bonds and Improvement Area
#4 Developer funds and the Improvement Area #5 Developer funds.
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MuniCap 141
VIII. MISCELLANEOUS PROVISIONS
A. ADMINISTRATIVE REVIEW
The City may elect to designate a third party to serve as Administrator. The City shall notify the
Developer in writing at least thirty (30) days in advance before appointing a third -party
Administrator.
To the extent consistent with the PID Act, an owner of an Assessed Property claiming that a
calculation error has been made in an Assessment Roll, including the calculation of the Annual
Installment, shall send a written notice describing the error to the City not later than thirty (30)
days after the date any amount which is alleged to be incorrect is due prior to seeking any other
remedy. The Administrator shall promptly review the notice, and if necessary, meet with the
Assessed Property owner, consider written and oral evidence regarding the alleged error and
decide whether, in fact, such a calculation error occurred.
If the Administrator determines that a calculation error has been made and the applicable
Assessment Roll should be modified or changed in favor of the Assessed Property owner, such
change or modification shall be presented to the City Council for approval to the extent permitted
by the PID Act. A cash refund may not be made for any amount previously paid by the Assessed
Property owner (except for the final year during which the Annual Installment shall be collected
or if it is determined there are sufficient funds to meet the expenses of the PID for the current
year), but an adjustment may be made in the amount of the Annual Installment to be paid in the
following year. The decision of the Administrator regarding a calculation error relating to an
Assessment Roll may be appealed to the City Council. Any amendments made to an Assessment
Roll pursuant to calculation errors shall be made pursuant to the PID Act.
The decision of the Administrator, or if such decision is appealed to the City Council, the decision
of the City Council, shall be conclusive as long as there is a reasonable basis for such
determination. This procedure shall be exclusive and its exhaustion by any property owner shall
be a condition precedent to any other appeal or legal action by such owner.
B. TERMINATION OF ASSESSMENTS
Each Assessment shall be extinguished on the date the Assessment is paid in full, including unpaid
Annual Installments and Delinquent Collection Costs, if any. After the extinguishment of an
Assessment and the collection of any delinquent Annual Installments and Delinquent Collection
Costs, the City shall provide the owner of the affected Parcel a recordable "Notice of the PID
Assessment Termination."
C. AMENDMENTS
Amendments to this Service and Assessment Plan can be made as permitted or required by the
PID Act and under Texas law.
MuniCap 142
The City Council reserves the right to the extent permitted by the PID Act to amend this Service
and Assessment Plan without notice under the PID Act and without notice to property owners of
Parcels of Assessed Property: (i) to correct mistakes and clerical errors; (ii) to clarify ambiguities;
and (iii) to provide procedures for the collection and enforcement of Assessments, Prepayment
Costs, collection costs, and other charges imposed by this Service and Assessment Plan.
D. COUNTY FILING
Within seven days of its approval by the City Council, the City shall file and record this Service
and Assessment Plan in the real property records of the County. In addition, the City shall
similarly file each Annual Service Plan Update approved by the City Council, with each such
filing to occur within seven days of the date each respective Annual Service Plan Update is
approved. All such documents shall be filed and recorded in their entirety.
E. ADMINISTRATION AND INTERPRETATION OF PROVISIONS
The City Council shall administer the PID, this Service and Assessment Plan, and all Annual
Service Plan Updates consistent with the PID Act and shall make all interpretations and
determinations related to the application of this Service and Assessment Plan unless stated
otherwise herein or in the Trust Indenture, such determination shall be conclusive.
F. SEVERABILITY
If any provision, section, subsection, sentence, clause or phrase of this Service and Assessment
Plan or the application of same to an Assessed Property or any person or set of circumstances is
for any reason held to be unconstitutional, void or invalid, the validity of the remaining portions
of this Service and Assessment Plan or the application to other persons or sets of circumstances
shall not be affected thereby, it being the intent of the City Council in adopting this Service and
Assessment Plan that no part hereof or provision or regulation contained herein shall become
inoperative or fail by reason of any unconstitutionality, voidness or invalidity of any other part
hereof, and all provisions of this Service and Assessment Plan are declared to be severable for
that purpose.
If any provision of this Service and Assessment Plan is determined by a court to be unenforceable,
the unenforceable provision shall be deleted from this Service and Assessment Plan and the
unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give
effect to the intent of the City.
(remainder of this page is intentionally left blank)
MuniCap 1 43
APPENDIX A-1
PID MAP
APPENDIX A-2
IMPROVEMENT AREA #4 MAP
APPENDIX A-3
IMPROVEMENT AREA #5 MAP
APPENDIX A-4
FUTURE IMPROVEMENT AREA MAP
APPENDIX B
BUDGETED COSTS OF AUTHORIZED IMPROVEMENTS
APPENDIX C-1
IMPROVEMENT AREA #4 LEGAL DESCRIPTION
APPENDIX C-2
IMPROVEMENT AREA #5 LEGAL DESCRIPTION
APPENDIX D
DIAGRAMS OF THE AUTHORIZED IMPROVEMENTS
Improvement Area #4
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APPENDIX E
PID ASSESSMENT NOTICE
AFTER RECORDING RETURN TO:
11
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF FORT WORTH, TEXAS
CONCERNING THE FOLLOWING PROPERTY
STREET ADDRESS OF PROPERTY
LOT TYPE PRINCIPAL ASSESSMENT: $
As the purchaser of the real property described above, you are obligated to pay assessments
to the City of Fort Worth, Texas (the "City"), for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property within
Fort Worth Public Improvement District No. 22 (Veale Ranch) (the "District") created under
Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE
ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL
INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE
AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND
DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City. The exact amount of
each annual installment will be approved each year by the City Council in the annual service plan
update for the district. More information about the assessments, including the amounts and due
dates, may be obtained from the City.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Tarrant County, Texas or Parker County, Texas.
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF SIGNATURE OF
PURCHASER PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE:
SIGNATURE OF SELLER
DATE:
SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF SIGNATURE OF
PURCHASER PURCHASER
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this , 20
Notary Public, State of Texas]3
s To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Tarrant County, Texas or Parker County, Texas.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
The undersigned seller acknowledges providing a separate copy of the notice required
by Section 5.014 of the Texas Property Code including the current information required by
Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real
property at the address above.
DATE:
SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF §
DATE:
SIGNATURE OF SELLER
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Tarrant County, Texas or Parker County,
Texas.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
APPENDIX F
ASSESSMENT PER UNIT, PROJECTED LEVERAGE AND PROJECTED TAX RATE
EQUIVALENTS
Appendix F
For purposes of calculating and allocating the Assessments, the Assessed Property has been
classified in one of five Lot Types.
"Lot Type 1" means lots identified as such on the Assessment Roll, being lots typically
considered estate lots.
"Lot Type 2" means lots identified as such on the Assessment Roll, being lots typically
considered cottage lots.
"Lot Type 3" means lots identified as such on the Assessment Roll, being lots typically with a
Lot width of approximately 70 feet.
"Lot Type 4" means lots identified as such on the Assessment Roll, being lots typically with a
Lot width of approximately 60 feet.
"Lot Type 5" means lots identified as such on the Assessment Roll, being lots typically with a
Lot width of approximately 50 feet.
"Lot Type 6" means lots identified as such on the Assessment Roll, being lots typically with a
Lot width of approximately 40 feet.
A) Proposed Residential Development
Table F-1 shows the proposed total units to be developed within the PID.
Table F-1
Proposed Development within the PID
Proposed Development Quantity Measurement
Residential Units
Single-family 6,000 Units
Multi -family 11,000,000 GSF
Commercial
Retail Pad
600,000
GSF
Retail (Big Box)
900,000
GSF
Office
5,000,000
GSF
Industrial
12,000,000
GSF
Table F-2 shows the actual units developed within Improvement Areas #1, #2, and #3.
Table F-2
Actual Development — Improvement Area #1, #2, and #3
Proposed Development
Quantity
Measurement
Residential
Units
Single-family
273
Units
Multi -family
206,048
GSF
Commercial
Industrial
1,592,554
GSF
Table F-3 shows the proposed residential units within Improvement Area #4.
Table F-3
Proposed Development — Improvement Area #4
Lot Type Proposed Development
Lot Type 1 (Estate Lots) 100 Units
Lot Type 2 (Cottage Lots) 36 Units
Total 136 Units
Table F-4 shows the proposed residential Lot Types within Improvement Area #5.
Table F-4
Proposed Development — Improvement Area #5
Lot Type
Proposed Development
Lot Type 3 (70 Ft)
39
Units
Lot Type 4 (60 Ft)
38
Units
Lot Type 5 (50 Ft)
163
Units
Lot Type 6 (40 Ft)
37
Units
Total
277
Units
Table F-5 shows the proposed units within the Future Improvement Areas.
Table F-5
Proposed Development — Future Improvement Areas
Proposed Development Quantity Measurement
Residential Units
Single-family 5,053 Units
Multi -family 10,793,952 GSF
Commercial
Retail Pad
600,000
GSF
Retail (Big Box)
900,000
GSF
Office
5,000,000
GSF
Industrial
10,407,446
GSF
B) Calculation of Equivalent Units
As explained under Section V.D, for the purposes of this Service and Assessment Plan, the City
Council has determined that the Actual Costs of the Improvement Area #4 Improvements and
Improvement Area #5 Improvements to be financed with the Improvement Area #4 and #5 Bonds,
shall be allocated to the Improvement Area #4 Assessed Property and the Improvement Area #5
Assessed Property by spreading the entire Improvement Area #4 Assessment and Improvement
Area #5 Assessment across the Parcels of Improvement Area #4 Assessed Property and
Improvement Area #5 Assessed Property, respectively, based on the estimated Equivalent Units.
For the purposes of this Service and Assessment Plan, the City Council has determined that the
Improvement Area #4 Assessments and the Improvement Area #5 Assessments shall be allocated
to the Improvement Area #4 Assessed Property and Improvement Area #5 Assessed Property on
the basis of the average home value of each Lot Type, and that such method of allocation will
result in the imposition of equal shares of the Improvement Area #4 Assessments and the
Improvement Area #5 Assessments on Parcels of Improvement Area #4 Assessed Property and
the Improvement Area #5 Assessed Property, respectively, similarly benefited. In determining the
average home value of each Lot Type, the City Council has taken into consideration (i) the Lot
Types (i.e., 70 Ft, 60 Ft, etc.); (ii) current and projected home prices; (iii) the costs of the
Authorized Improvements, and (iv) the ability of different property types to utilize and benefit
from the Authorized Improvements.
Improvement Area #4
Having taken into consideration the matters described above; the City Council has determined
that allocating the Improvement Area #4 Assessments among Parcels of Improvement Area #4
Assessed Property based on average home value is best accomplished by creating classifications
of benefited Parcels based on the "Lot Types" defined above. These classifications from Lot Type
1 (Estate Lots) which represents the highest value to Lot Type 2 (Cottage Lots) representing the
lowest value for residential lots are set forth in Table F-6. Improvement Area #4 Assessments are
allocated to each Lot Type on the basis of the average home value for each class of lot. This is
accomplished by giving each Lot Type an Equivalent Unit factor. Equivalent Units are the ratio
of the average value of lots within each lot class, setting the Equivalent Unit factor for Lot Type
1 (Estate Lot) to 1.0.
Table F-6
Equivalent Unit Factors - Improvement Area #4
Estimated
Average Unit Equivalent Unit
Lot Type Value Factor
Lot Type 1 (Estate Lot) $4,250,000 1.00 Per dwelling unit
Lot Type 2 (Cottage Lot) $3,250,000 0.76 Per dwelling unit
Improvement Area #5
Having taken into consideration the matters described above; the City Council has determined
that allocating the Improvement Area #5 Assessments among Parcels of Improvement Area #5
Assessed Property based on average home value is best accomplished by creating classifications
of benefited Parcels based on the "Lot Types" defined above. These classifications from Lot Type
3 (70 Ft Lot) representing the highest value to Lot Type 6 (40 Ft Lot) representing the lowest
value for residential lots are set forth in Table F-7. Improvement Area #5 Assessments are
allocated to each Lot Type on the basis of the average home value for each class of lot. This is
accomplished by giving each Lot Type an Equivalent Unit factor. Equivalent Units are the ratio
of the average value of lots within each lot class, setting the Equivalent Unit factor for Lot Type
3 (70 Ft Lots) to 1.0.
Table F-7
Equivalent Unit Factors — Improvement Area #5
Estimated
Average Unit
Lot Type
Value
Equivalent Unit Factor
Lot Type 3 (70 Ft Lot)
$580,000
1.00 Per dwelling unit
Lot Type 4 (60 Ft Lot)
$530,000
0.91 Per dwelling unit
Lot Type 5 (50 Ft Lot)
$480,000
0.83 Per dwelling unit
Lot Type 6 (40 Ft Lot)
$430,000
0.74 Per dwelling unit
C) Original Allocation of Assessments to Lots within Improvement Area #4
The total estimated Equivalent Units for Improvement Area #4 Assessed Property are shown in
Table F-8 as calculated based on the Equivalent Unit factors shown in Table F-6, estimated Lot
Types and number of units estimated to be built within Improvement Area #4.
Table F-8
Estimated Equivalent Units - Improvement Area #4
Total
Planned
Equivalent
Equivalent
Lot Type
No. of units
Unit Factor
Units
Lot Type 1 (Estate Lots)
100
1.00
100.00
Lot Type 2 (Cottage Lots)
36
0.76
27.36
Total
136
127.36
As shown in Section IV of this Service and Assessment Plan, the total amount of the original
obligation under the Improvement Area #4 Reimbursement Agreement, which represents the total
Improvement Area #4 Assessment to be allocated on all Parcels of Improvement Area #4 Assessed
Property, is $16,630,000. As shown in Table F-8, there are a total of 127.36 estimated Equivalent
Units in Improvement Area #4, resulting in an original Assessment per Equivalent Unit of
$130,574.75.
The original Improvement Area #4 Assessment per dwelling unit is calculated as the product of (i)
$130,574.75 multiplied by (ii) the applicable Equivalent Unit value for each Lot Type. For
example, the original Improvement Area #4 Assessment for a Lot Type 1 (Estate Lot) dwelling
unit is $130,574.75 (i.e. $130,574.75 x 1.00). The original Improvement Area #4 Assessment for
a Lot Type 2 (Cottage Lot) dwelling unit is $99,236.81 (i.e. $130,574.75 x 0.76), Table F-9 sets
forth the original Assessment per dwelling unit for each Lot Type in Improvement Area #4.
Table F-9
Assessment Per Unit — Improvement Area #4 - Original
Assessment
Planned
per
Equivalent
No. of
Equivalent
Unit
Total
Type
Units
Unit
Factor
Assessment per Unit Assessments
Lot Type 1 (Estate Lots)
100
$130,574.75
1.00
$130,574.75 Per dwelling unit $13,057,475
Lot Type 2 (Cottage Lots)
36
$130,574.75
0.76
$99,236.81 Per dwelling unit $3,572,525
Total
136
$16,630,000
The original projected leverage calculated based on the estimated land values, finished lot values
and home values for each unit in Improvement Area #4 is shown in Table F-10.
Table F-10
Projected Leverage — Improvement Area #4 - Original
Planned
Estimated
Projected
Leverage
Leverage
No. of
Finished Lot
Home Value
Assessment
(Lot
(Home
Description Units
Value per unit
per unit
per Unit
Value)
Value)
Lot Type 1 (Estate Lots) 100
$1,500,000
$4,250,000
$130,574.75
11.49
32.55
Lot Type 2 (Cottage Lots) 36
$1,000,000
$3,250,000
$99,236.81
10.08
32.75
The original projected tax rate equivalent per unit calculated based on the estimated finished lot
values and home values for each unit in Improvement Area #4 is shown in Table F-11.
Table F-11
Estimated Tax Rate Equivalent per unit — Improvement Area #4 - Original
Projected
Projected
Tax Rate
Tax Rate
Planned
Estimated
Home
Average Annual
Equivalent
Equivalent
No. of
Finished Lot
Value per
Installment per
(per $100
(per $100
Description Units
Value per unit
unit
unit
Lot Value)
Home Value)
Lot Type 1 (Estate Lots) 100
$1,500,000
$4,250,000
$12,225.75
$0.8150
$0.2877
Lot Type 2 (Cottage Lots) 36
$1,000,000
$3,250,000
$9,304.88
$0.9305
$0.2863
D) Undated Allocation of Assessments to Lots within Improvement Area #4
As shown in Section IV of this Service and Assessment Plan, the Improvement Area #4 portion
of the Improvement Area #4 and #5 Bonds, which represents the total updated Improvement Area
#4 Assessment to be allocated on all Parcels of Improvement Area #4 Assessed Property, is
$16,255,000. As shown in Table F-8, there are a total of 127.36 estimated Equivalent Units in
Improvement Area #4, resulting in an updated Assessment per Equivalent Unit of $127,630.34.
The updated Improvement Area #4 Assessment per dwelling unit is calculated as the product of
(i) $127,630.34 multiplied by (ii) the applicable Equivalent Unit value for each Lot Type. For
example, the updated Improvement Area #4 Assessment for a Lot Type 1 (Estate Lot) dwelling
unit is $127,630.34 (i.e. $127,630.34 x 1.00). The updated Improvement Area #4 Assessment for
a Lot Type 2 (Cottage Lot) dwelling unit is $96,999.06 (i.e. $127,630.34 x 0.76), Table F-9 sets
forth the updated Assessment per dwelling unit for each Lot Type in Improvement Area #4.
Table F-12
Assessment Per Unit — Improvement Area #4 - Updated
Assessment
Planned
per
Equivalent
No. of
Equivalent
Unit
Total
Type
Units
Unit
Factor
Assessment per Unit Assessments
Lot Type 1 (Estate Lots)
100
$127,630.34
1.00
$127,630.34 Per dwelling unit $12,763,034
Lot Type 2 (Cottage Lots)
36
$127,630.34
0.76
$96,999.06 Per dwelling unit $3,491,966
Total
136
$16,255,000
The updated projected leverage calculated based on the estimated land values, finished lot values
and home values for each unit in Improvement Area #4 is shown in Table F-13.
Table F-13
Projected Leverage — Improvement Area #4 - Updated
Planned
Estimated
Projected
Leverage
Leverage
No. of
Finished Lot
Home Value
Assessment
(Lot
(Home
Description Units
Value per unit
per unit
per Unit
Value)
Value)
Lot Type 1 (Estate Lots) 100
$1,500,000
$4,250,000
$127,630.34
11.75
33.30
Lot Type 2 (Cottage Lots) 36
$1,000,000
$3,250,000
$96,999.06
10.31
33.51
The updated projected tax rate equivalent per unit calculated based on the estimated finished lot
values and home values for each unit in Improvement Area #4 is shown in Table F-14.
Table F-14
Estimated Tax Rate Equivalent per unit — Improvement Area #4 - Updated
Projected
Projected
Tax Rate
Tax Rate
Planned
Estimated
Home
Average Annual
Equivalent
Equivalent
No. of
Finished Lot
Value per
Installment per
(per $100
(per $100
Description Units
Value per unit
unit
unit
Lot Value)
Home Value)
Lot Type 1 (Estate Lots) 100
$1,500,000
$4,250,000
$10,453.60
$0.6969
$0.2460
Lot Type 2 (Cottage Lots) 36
$1,000,000
$3,250,000
$7,944.74
$0.7945
$0.2445
The updated Improvement Area #4 Assessment and Annual Installments for each Parcel of
Improvement Area #4 Assessed Property is shown on the Improvement Area #4 Assessment Roll,
attached as Appendix G, and no Improvement Area #4 Assessment shall be changed except as
authorized by this Service and Assessment Plan and the PD Act.
E) Original Allocation of Assessments to Lots within Improvement Area #5
The total estimated Equivalent Units for Improvement Area #5 Assessed Property are shown in
Table F-15 as calculated based on the Equivalent Unit factors shown in Table F-7, estimated Lot
Types and number of units estimated to be built within Improvement Area #5.
Table F-15
Estimated Equivalent Units - Improvement Area #5
Total
Planned
Equivalent
Equivalent
Lot Type
No. of units
Unit Factor
Units
Lot Type 3 (70 Ft Lot)
39
1.00
39.00
Lot Type 4 (60 Ft Lot)
38
0.91
34.58
Lot Type 5 (50 Ft Lot)
163
0.83
135.29
Lot Type 6 (40 Ft Lot)
37
0.74
27.38
Total
277
236.25
As shown in Section IV of this Service and Assessment Plan, the total amount of the obligation
under the Improvement Area #5 Reimbursement Agreement, which represents the total original
Improvement Area #5 Assessment to be allocated on all Parcels of Improvement Area #5 Assessed
Property, is $6,809,000. As shown in Table F-15, there are a total of 236.25 estimated Equivalent
Units in Improvement Area #5, resulting in an original Improvement Area #5 Assessment per
Equivalent Unit of $28,821.16.
The original Improvement Area #5 Assessment per dwelling unit is calculated as the product of (i)
$28,821.16 multiplied by (ii) the applicable Equivalent Unit value for each Lot Type. For example,
the original Improvement Area #5 Assessment for a Lot Type 3 (70 Ft Lot) dwelling unit is
$28,821.16 (i.e. $28,821.16 x 1.00). The original Improvement Area #5 Assessment for a Lot Type
4 (60 Ft Lot) dwelling unit is $26,227.26 (i.e. $28,821.16 x 0.91), and so on. Table F-16 sets forth
the projected original Improvement Area #5 Assessment per dwelling unit for each Lot Type in
Improvement Area #5.
Table F-16
Assessment Per Unit — Improvement Area #5 - Original
Assessment
Planned
per
Equivalent
No. of
Equivalent
Unit
Total
Type
Units
Unit
Factor
Assessment per Unit
Assessments
Lot Type 3 (70 Ft Lot)
39
$28,821.16
1.00
$28,821.16
Per dwelling unit
$1,124,025
Lot Type 4 (60 Ft Lot)
38
$28,821.16
0.91
$26,227.26
Per dwelling unit
$996,636
Lot Type 5 (50 Ft Lot)
163
$28,821.16
0.83
$23,921.57
Per dwelling unit
$3,899,215
Lot Type 6 (40 Ft Lot)
37
$28,821.16
0.74
$21,327.66
Per dwelling unit
$789,123
Total
277
$6,809,000
The original projected leverage calculated based on the estimated land values, finished lot values
and home values for each unit in Improvement Area #5 is shown in Table F-17.
Table F-17
Projected Leverage — Improvement Area #5 — Original
Planned
Estimated
Projected
Leverage
Leverage
No. of
Finished Lot
Home Value
Assessment
(Lot
(Home
Description
Units
Value per unit
per unit
per Unit
Value)
Value)
Lot Type 3 (70 Ft Lot)
39
$169,000
$580,000
$28,821.16
5.86
20.12
Lot Type 4 (60 Ft Lot)
38
$148,000
$530,000
$26,227.26
5.64
20.21
Lot Type 5 (50 Ft Lot)
163
$126,000
$480,000
$23,921.57
5.27
20.07
Lot Type 6 (40 Ft Lot)
37
$105,000
$430,000
$21,327.66
4.92
20.16
The original projected tax rate equivalent per unit calculated based on the estimated finished lot
values and home values for each unit in Improvement Area #5 is shown in Table F-18.
Table F-18
Estimated Tax Rate Equivalent per unit — Improvement Area #5 — Original
Projected
Projected
Tax Rate
Tax Rate
Planned
Estimated
Home
Average Annual
Equivalent
Equivalent
No. of
Finished Lot
Value per
Installment per
(per $100
(per $100
Description
Units
Value per unit
unit
unit
Lot Value)
Home Value)
Lot Type 3 (70 Ft Lot)
39
$169,000
$580,000
$2,966.53
$1.7553
$0.5115
Lot Type 4 (60 Ft Lot)
38
$148,000
$530,000
$2,699.54
$1.8240
$0.5093
Lot Type 5 (50 Ft Lot)
163
$126,000
$480,000
$2,462.22
$1.9541
$0.5130
Lot Type 6 (40 Ft Lot)
37
$105,000
$430,000
$2,195.23
$2.0907
$0.5105
The original Improvement Area #5 Assessment and Annual Installments for each Parcel of
Improvement Area #5 Assessed Property is shown on the Improvement Area #5 Assessment Roll,
attached as Appendix H, and no Improvement Area #5 Assessment shall be changed except as
authorized by this Service and Assessment Plan and the PD Act.
F) Undated Allocation of Assessments to Lots within Improvement Area #5
As shown in Section IV of this Service and Assessment Plan, the Improvement Area #5 portion
of the Improvement Area #4 and #5 Bonds, which represents the total updated Improvement Area
#5 Assessment to be allocated on all Parcels of Improvement Area #5 Assessed Property, is
$6,763,000. As shown in Table F-15, there are a total of 236.25 estimated Equivalent Units in
Improvement Area #5, resulting in an updated Improvement Area #5 Assessment per Equivalent
Unit of $ $28,626.46.
The updated Improvement Area #5 Assessment per dwelling unit is calculated as the product of
(i) $28,626.46 multiplied by (ii) the applicable Equivalent Unit value for each Lot Type. For
example, the updated Improvement Area #5 Assessment for a Lot Type 3 (70 Ft Lot) dwelling unit
is $28,626.46 (i.e. $28,626.46 x 1.00). The updated Improvement Area #5 Assessment for a Lot
Type 4 (60 Ft Lot) dwelling unit is $26,050.07 (i.e. $28,626.46 x 0.91), and so on. Table F-16 sets
forth the updated Improvement Area #5 Assessment per dwelling unit for each Lot Type in
Improvement Area #5
Table F-19
Assessment Per Unit — Improvement Area #5 — Updated
Assessment
Planned
per
Equivalent
No. of
Equivalent
Unit
Total
Type
Units
Unit
Factor
Assessment per Unit
Assessments
Lot Type 3 (70 Ft Lot)
39
$28,626.46
1.00
$28,626.46
Per dwelling unit
$1,116,432
Lot Type 4 (60 Ft Lot)
38
$28,626.46
0.91
$26,050.07
Per dwelling unit
$989,903
Lot Type 5 (50 Ft Lot)
163
$28,626.46
0.83
$23,759.96
Per dwelling unit
$3,872,873
Lot Type 6 (40 Ft Lot)
37
$28,626.46
0.74
$21,183.58
Per dwelling unit
$783,792
Total
277
$6,763,000
The updated projected leverage calculated based on the estimated land values, finished lot values
and home values for each unit in Improvement Area #5 is shown in Table F-20.
Table F-20
Projected Leverage — Improvement Area #5 - Updated
Planned
Estimated
Projected
Leverage
Leverage
No. of
Finished Lot
Home Value
Assessment
(Lot
(Home
Description
Units
Value per unit
per unit
per Unit
Value)
Value)
Lot Type 3 (70 Ft Lot)
39
$169,000
$580,000
$28,626.46
5.90
20.26
Lot Type 4 (60 Ft Lot)
38
$148,000
$530,000
$26,050.07
5.68
20.35
Lot Type 5 (50 Ft Lot)
163
$126,000
$480,000
$23,759.96
5.30
20.20
Lot Type 6 (40 Ft Lot)
37
$105,000
$430,000
$21,183.58
4.96
20.30
The updated projected tax rate equivalent per unit calculated based on the estimated finished lot
values and home values for each unit in Improvement Area #5 is shown in Table F-21.
Table F-21
Estimated Tax Rate Equivalent per unit — Improvement Area #5 - Updated
Projected
Projected
Tax Rate
Tax Rate
Planned
Estimated
Home
Average Annual
Equivalent
Equivalent
No. of
Finished Lot
Value per
Installment per
(per $100
(per $100
Description
Units
Value per unit
unit
unit
Lot Value)
Home Value)
Lot Type 3 (70 Ft Lot)
39
$169,000
$580,000
$2,632.64
$1.5578
$0.4539
Lot Type 4 (60 Ft Lot)
38
$148,000
$530,000
$2,395.70
$1.6187
$0.4520
Lot Type 5 (50 Ft Lot)
163
$126,000
$480,000
$2,185.09
$1.7342
$0.4552
Lot Type 6 (40 Ft Lot)
37
$105,000
$430,000
$1,948.15
$1.8554
$0.4531
The updated Improvement Area #5 Assessment and Annual Installments for each Parcel of
Improvement Area #5 Assessed Property is shown on the Improvement Area #5 Assessment Roll,
attached as Appendix H, and no Improvement Area #5 Assessment shall be changed except as
authorized by this Service and Assessment Plan and the PD Act.
APPENDIX G
IMPROVEMENT AREA #4 ASSESSMENT ROLL
Appendix G-1
Improvement Area #4 Assessment Roll
Parcels
Assessment
Total Equivalent Units
See Appendix G-4
$16,255,000
127.36
Additional
Administrative
Interest
Total Annual
Year
Principal
Interest'
Expenses2
Component
Installment
2027
$264,000
$893,568
$95,000
$79,243
$1,331,811
2028
$251,000
$903,940
$96,900
$79,955
$1,331,795
2029
$262,000
$892,018
$98,838
$78,700
$1,331,556
2030
$274,000
$879,573
$100,815
$77,390
$1,331,777
2031
$286,000
$866,558
$102,831
$76,020
$1,331,409
2032
$299,000
$852,973
$104,888
$74,590
$1,331,450
2033
$312,000
$838,770
$106,985
$73,095
$1,330,850
2034
$327,000
$823,950
$109,125
$71,535
$1,331,610
2035
$342,000
$808,418
$111,308
$69,900
$1,331,625
2036
$357,000
$792,173
$113,534
$68,190
$1,330,896
2037
$374,000
$775,215
$115,804
$66,405
$1,331,424
2038
$394,000
$754,458
$118,121
$64,535
$1,331,114
2039
$416,000
$732,591
$120,483
$62,565
$1,331,639
2040
$438,000
$709,503
$122,893
$60,485
$1,330,881
2041
$462,000
$685,194
$125,350
$58,295
$1,330,839
2042
$488,000
$659,553
$127,857
$55,985
$1,331,395
2043
$515,000
$632,469
$130,415
$53,545
$1,331,429
2044
$543,000
$603,887
$133,023
$50,970
$1,330,879
2045
$574,000
$573,750
$135,683
$48,255
$1,331,688
2046
$606,000
$541,893
$138,397
$45,385
$1,331,675
2047
$640,000
$508,260
$141,165
$42,355
$1,331,780
2048
$678,000
$469,860
$143,988
$39,155
$1,331,003
2049
$720,000
$429,180
$146,868
$35,765
$1,331,813
2050
$763,000
$385,980
$149,805
$32,165
$1,330,950
2051
$810,000
$340,200
$152,802
$28,350
$1,331,352
2052
$860,000
$291,600
$155,858
$24,300
$1,331,758
2053
$912,000
$240,000
$158,975
$20,000
$1,330,975
2054
$968,000
$185,280
$162,154
$15,440
$1,330,874
2055
$1,028,000
$127,200
$165,397
$10,600
$1,331,197
2056
$1,092,000
$65,520
$168,705
$5,460
$1,331,685
Total
$16,255,000
$18,263,531
$3,853,968
$1,568,633
$39,941,131
'The interest
is calculated using
an interest rate
of 4.75% in years 1
through 10 (2027-2036),
5.55% in years 11
through 20
(2037-2046), and
6.00% in years
21 through 30 (2047-2056).
'Administrative
Expenses are estimated and
will be updated each
year in the Annual Service Plan Updates.
Assumes
a 2% increase per
year.
Appendix G-2
Improvement Area #4 Assessment Roll by Lot Type
Parcel Lot Type 1 (Estate Lot)
Assessment $127,630.34
Equivalent Units
Additional
1.00
Administrative
Interest
Total Annual
Year
Principal
Interest'
Expenses2
Component
Installment
2027
$2,073
$7,016
$746
$622
$10,457
2028
$1,971
$7,098
$761
$628
$10,457
2029
$2,057
$7,004
$776
$618
$10,455
2030
$2,151
$6,906
$792
$608
$10,457
2031
$2,246
$6,804
$807
$597
$10,454
2032
$2,348
$6,697
$824
$586
$10,454
2033
$2,450
$6,586
$840
$574
$10,450
2034
$2,568
$6,469
$857
$562
$10,455
2035
$2,685
$6,347
$874
$549
$10,456
2036
$2,803
$6,220
$891
$535
$10,450
2037
$2,937
$6,087
$909
$521
$10,454
2038
$3,094
$5,924
$927
$507
$10,452
2039
$3,266
$5,752
$946
$491
$10,456
2040
$3,439
$5,571
$965
$475
$10,450
2041
$3,628
$5,380
$984
$458
$10,449
2042
$3,832
$5,179
$1,004
$440
$10,454
2043
$4,044
$4,966
$1,024
$420
$10,454
2044
$4,264
$4,742
$1,044
$400
$10,450
2045
$4,507
$4,505
$1,065
$379
$10,456
2046
$4,758
$4,255
$1,087
$356
$10,456
2047
$5,025
$3,991
$1,108
$333
$10,457
2048
$5,323
$3,689
$1,131
$307
$10,451
2049
$5,653
$3,370
$1,153
$281
$10,457
2050
$5,991
$3,031
$1,176
$253
$10,450
2051
$6,360
$2,671
$1,200
$223
$10,453
2052
$6,753
$2,290
$1,224
$191
$10,457
2053
$7,161
$1,884
$1,248
$157
$10,450
2054
$7,601
$1,455
$1,273
$121
$10,450
2055
$8,072
$999
$1,299
$83
$10,452
2056
$8,574
$514
$1,325
$43
$10,456
Total $127,630 $143,401 $30,260 $12,317 L $313,608
'The interest is calculated using an interest rate of 4.75% in years 1 through 10 (2027-2036), 5.55% in years 11
through 20 (2037-2046), and 6.00% in years 21 through 30 (2047-2056).
'Administrative Expenses are estimated and will be updated each year in the Annual Service Plan Updates.
Assumes a 2% increase per year.
Appendix G-3
Improvement Area #4 Assessment Roll by Lot Type
Parcel Lot Type 2 (Cottage Lot)
Assessment $96,999.06
Equivalent Units
Additional
0.76
Administrative
Interest
Total Annual
Year
Principal
Interest'
Expenses2
Component
Installment
2027
$1,575
$5,332
$567
$473
$7,947
2028
$1,498
$5,394
$578
$477
$7,947
2029
$1,563
$5,323
$590
$470
$7,946
2030
$1,635
$5,249
$602
$462
$7,947
2031
$1,707
$5,171
$614
$454
$7,945
2032
$1,784
$5,090
$626
$445
$7,945
2033
$1,862
$5,005
$638
$436
$7,942
2034
$1,951
$4,917
$651
$427
$7,946
2035
$2,041
$4,824
$664
$417
$7,946
2036
$2,130
$4,727
$677
$407
$7,942
2037
$2,232
$4,626
$691
$396
$7,945
2038
$2,351
$4,502
$705
$385
$7,943
2039
$2,482
$4,372
$719
$373
$7,946
2040
$2,614
$4,234
$733
$361
$7,942
2041
$2,757
$4,089
$748
$348
$7,942
2042
$2,912
$3,936
$763
$334
$7,945
2043
$3,073
$3,774
$778
$320
$7,945
2044
$3,240
$3,604
$794
$304
$7,942
2045
$3,425
$3,424
$810
$288
$7,947
2046
$3,616
$3,234
$826
$271
$7,947
2047
$3,819
$3,033
$842
$253
$7,947
2048
$4,046
$2,804
$859
$234
$7,943
2049
$4,296
$2,561
$876
$213
$7,947
2050
$4,553
$2,303
$894
$192
$7,942
2051
$4,834
$2,030
$912
$169
$7,945
2052
$5,132
$1,740
$930
$145
$7,947
2053
$5,442
$1,432
$949
$119
$7,942
2054
$5,776
$1,106
$968
$92
$7,942
2055
$6,134
$759
$987
$63
$7,944
2056
$6,516
$391
$1,007
$33
$7,947
Total $96,999 $108,985 $22,998 $9,361 L $238,342
'The interest is calculated using an interest rate of 4.75% in years 1 through 10 (2027-2036), 5.55% in years 11
through 20 (2037-2046), and 6.00% in years 21 through 30 (2047-2056).
'Administrative Expenses are estimated and will be updated each year in the Annual Service Plan Updates.
Assumes a 2% increase per year.
APPENDIX H
IMPROVEMENT AREA #5 ASSESSMENT ROLL
Appendix H-1
Improvement Area #5 Assessment Roll
Parcels
Assessment
Total Equivalent Units
See Appendix H-6
$6,763,000
236.25
Additional
Administrative
Interest
Total Annual
Year
Principal
Interest'
Expenses2
Component
Installment3
2027
$124,000
$370,181
$95,000
$32,970
$622,150
2028
$118,000
$373,783
$96,900
$33,195
$621,878
2029
$122,000
$368,178
$98,838
$32,605
$621,621
2030
$127,000
$362,383
$100,815
$31,995
$622,192
2031
$131,000
$356,350
$102,831
$31,360
$621,541
2032
$136,000
$350,128
$104,888
$30,705
$621,720
2033
$141,000
$343,668
$106,985
$30,025
$621,678
2034
$147,000
$336,970
$109,125
$29,320
$622,415
2035
$152,000
$329,988
$111,308
$28,585
$621,880
2036
$158,000
$322,768
$113,534
$27,825
$622,126
2037
$164,000
$315,263
$115,804
$27,035
$622,102
2038
$171,000
$306,161
$118,121
$26,215
$621,496
2039
$179,000
$296,670
$120,483
$25,360
$621,513
2040
$188,000
$286,736
$122,893
$24,465
$622,093
2041
$197,000
$276,302
$125,350
$23,525
$622,177
2042
$206,000
$265,368
$127,857
$22,540
$621,765
2043
$216,000
$253,935
$130,415
$21,510
$621,860
2044
$227,000
$241,947
$133,023
$20,430
$622,400
2045
$238,000
$229,349
$135,683
$19,295
$622,327
2046
$249,000
$216,140
$138,397
$18,105
$621,642
2047
$262,000
$202,320
$141,165
$16,860
$622,345
2048
$276,000
$186,600
$143,988
$15,550
$622,138
2049
$291,000
$170,040
$146,868
$14,170
$622,078
2050
$307,000
$152,580
$149,805
$12,715
$622,100
2051
$324,000
$134,160
$152,802
$11,180
$622,142
2052
$342,000
$114,720
$155,858
$9,560
$622,138
2053
$361,000
$94,200
$158,975
$7,850
$622,025
2054
$381,000
$72,540
$162,154
$6,045
$621,739
2055
$403,000
$49,680
$165,397
$4,140
$622,217
2056
$425,000
$25,500
$168,705
$2,125
$621,330
Total
$6,763,000
$7,404,601
$3,853,968
• $637,260
$18,658,828
'The interest is calculated using an interest rate of 4.75% in years 1 through 10 (2027-2036), 5.55% in years 11 through
20 (2037-2046), and 6.00% in years 21 through 30 (2047-2056).
'Administrative Expenses are estimated and will be updated each year in the Annual Service Plan Updates. Assumes a
2% increase per year.
Appendix H-2
Improvement Area #5 Assessment Roll by Lot Type
Parcel Lot Type 3 (70 Ft Lot)
Assessment $28,626.46
Equivalent Units 1.00
Additional
Administrative
Interest
Total Annual
Year
Principal
Interest'
Expenses2
Component
Installment
2027
$525
$1,567
$402
$140
$2,633
2028
$499
$1,582
$410
$141
$2,632
2029
$516
$1,558
$418
$138
$2,631
2030
$538
$1,534
$427
$135
$2,634
2031
$554
$1,508
$435
$133
$2,631
2032
$576
$1,482
$444
$130
$2,632
2033
$597
$1,455
$453
$127
$2,631
2034
$622
$1,426
$462
$124
$2,635
2035
$643
$1,397
$471
$121
$2,632
2036
$669
$1,366
$481
$118
$2,633
2037
$694
$1,334
$490
$114
$2,633
2038
$724
$1,296
$500
$111
$2,631
2039
$758
$1,256
$510
$107
$2,631
2040
$796
$1,214
$520
$104
$2,633
2041
$834
$1,170
$531
$100
$2,634
2042
$872
$1,123
$541
$95
$2,632
2043
$914
$1,075
$552
$91
$2,632
2044
$961
$1,024
$563
$86
$2,634
2045
$1,007
$971
$574
$82
$2,634
2046
$1,054
$915
$586
$77
$2,631
2047
$1,109
$856
$598
$71
$2,634
2048
$1,168
$790
$609
$66
$2,633
2049
$1,232
$720
$622
$60
$2,633
2050
$1,299
$646
$634
$54
$2,633
2051
$1,371
$568
$647
$47
$2,633
2052
$1,448
$486
$660
$40
$2,633
2053
$1,528
$399
$673
$33
$2,633
2054
$1,613
$307
$686
$26
$2,632
2055
$1,706
$210
$700
$18 1
$2,634
2056
$1,799
$108
$714
$9
$2,630
Total $28,626 $31,342 $16,313 $2,6971 $78,979
'The interest is calculated using an interest rate of 4.75% in years 1 through 10 (2027-2036), 5.55% in years 11 through
20 (2037-2046), and 6.00% in years 21 through 30 (2047-2056).
'Administrative Expenses are estimated and will be updated each year in the Annual Service Plan Updates. Assumes a
2% increase per year.
Appendix H-3
Improvement Area #5 Assessment Roll by Lot Type
Lot Type
Assessment
Equivalent Units
Lot Type 4 (60 Ft Lot)
$26,050.07
0.91
Additional
Administrative
Interest
Total Annual
Year
Principal
Interest'
Expenses2
Component
Installment
2027
$478
$1,426
$366
$127
$2,396
2028
$455
$1,440
$373
$128
$2,395
2029
$470
$1,418
$381
$126
$2,394
2030
$489
$1,396
$388
$123
$2,397
2031
$505
$1,373
$396
$121
$2,394
2032
$524
$1,349
$404
$118
$2,395
2033
$543
$1,324
$412
$116
$2,395
2034
$566
$1,298
$420
$113
$2,397
2035
$585
$1,271
$429
$110
$2,395
2036
$609
$1,243
$437
$107
$2,396
2037
$632
$1,214
$446
$104
$2,396
2038
$659
$1,179
$455
$101
$2,394
2039
$689
$1,143
$464
$98
$2,394
2040
$724
$1,104
$473
$94
$2,396
2041
$759
$1,064
$483
$91
$2,397
2042
$793
$1,022
$492
$87
$2,395
2043
$832
$978
$502
$83
$2,395
2044
$874
$932
$512
$79
$2,397
2045
$917
$883
$523
$74
$2,397
2046
$959
$833
$533
$70
$2,394
2047
$1,009
$779
$544
$65
$2,397
2048
$1,063
$719
$555
$60
$2,396
2049
$1,121
$655
$566
$55
$2,396
2050
$1,183
$588
$577
$49
$2,396
2051
$1,248
$517
$589
$43
$2,396
2052
$1,317
$442
$600
$37
$2,396
2053
$1,391
$363
$612
$30
$2,396
2054
$1,468
$279
$625
$23
$2,395
2055
$1,552
$191
$637
$16
$2,397
2056
$1,637
$98
$650
$8
$2,393
Total
$26,050
$28,521
$14,845
$2,4
$71,871
'The interest is calculated using an interest rate of 4.75% in years 1 through 10 (2027-2036), 5.55% in years
11 through 20 (2037-2046), and 6.00% in years 21 through 30 (2047-2056).
'Administrative Expenses are estimated and will be updated each year in the Annual Service Plan Updates.
Assumes a 2% increase per year
Appendix H-4
Improvement Area #5 Assessment Roll by Lot Type
Lot Type
Assessment
Equivalent Units
Lot Type 5 (50 Ft Lot)
$23,759.96
0.83
Additional
Total
Administrative
Interest
Annual
Year
Principal
Interest'
Expenses2
Component
Installment
2027
$436
$1,301
$334
$116
$2,186
2028
$415
$1,313
$340
$117
$2,185
2029
$429
$1,293
$347
$115
$2,184
2030
$446
$1,273
$354
$112
$2,186
2031
$460
$1,252
$361
$110
$2,184
2032
$478
$1,230
$368
$108
$2,184
2033
$495
$1,207
$376
$105
$2,184
2034
$516
$1,184
$383
$103
$2,187
2035
$534
$1,159
$391
$100
$2,185
2036
$555
$1,134
$399
$98
$2,186
2037
$576
$1,108
$407
$95
$2,186
2038
$601
$1,076
$415
$92
$2,183
2039
$629
$1,042
$423
$89
$2,184
2040
$660
$1,007
$432
$86
$2,186
2041
$692
$971
$440
$83
$2,186
2042
$724
$932
$449
$79
$2,184
2043
$759
$892
$458
$76
$2,185
2044
$798
$850
$467
$72
$2,187
2045
$836
$806
$477
$68
$2,186
2046
$875
$759
$486
$64
$2,184
2047
$920
$711
$496
$59
$2,186
2048
$970
$656
$506
$55
$2,186
2049
$1,022
$597
$516
$50
$2,186
2050
$1,079
$536
$526
$45
$2,186
2051
$1,138
$471
$537
$39
$2,186
2052
$1,202
$403
$548
$34
$2,186
2053
$1,268
$331
$559
$28
$2,185
2054
$1,339
$255
$570
$21
$2,184
2055
$1,416
$175
$581
$15
$2,186
2056
$1,493
$90
$593
$7
$2,183
Total
$23,760
$26,014
$13,540
$2,239
$65,553
'The interest is calculated using an interest rate of 4.75% in years 1 through 10 (2027-2036), 5.55% in years
11 through 20 (2037-2046), and 6.00% in years 21 through 30 (2047-2056).
Administrative Expenses are estimated and will be updated each year in the Annual Service Plan Updates.
Assumes a 2% increase per year
Appendix H-5
Improvement Area #5 Assessment Roll by Lot Type
Lot Type Lot Type 6 (40 Ft Lot)
Assessment $21,183.58
Equivalent Units 0.74
Additional
Administrative
Interest
Total Annual
Year
Principal
Interest'
Expenses2
Component
Installment
2027
$388
$1,160
$298
$103
$1,949
2028
$370
$1,171
$304
$104
$1,948
2029
$382
$1,153
$310
$102
$1,947
2030
$398
$1,135
$316
$100
$1,949
2031
$410
$1,116
$322
$98
$1,947
2032
$426
$1,097
$329
$96
$1,947
2033
$442
$1,076
$335
$94
$1,947
2034
$460
$1,055
$342
$92
$1,950
2035
$476
$1,034
$349
$90
$1,948
2036
$495
$1,011
$356
$87
$1,949
2037
$514
$987
$363
$85
$1,949
2038
$536
$959
$370
$82
$1,947
2039
$561
$929
$377
$79
$1,947
2040
$589
$898
$385
$77
$1,949
2041
$617
$865
$393
$74
$1,949
2042
$645
$831
$400
$71
$1,948
2043
$677
$795
$408
$67
$1,948
2044
$711
$758
$417
$64
$1,950
2045
$745
$718
$425
$60
$1,949
2046
$780
$677
$433
$57
$1,947
2047
$821
$634
$442
$53
$1,949
2048
$865
$584
$451
$49
$1,949
2049
$911
$533
$460
$44
$1,949
2050
$962
$478
$469
$40
$1,949
2051
$1,015
$420
$479
$35
$1,949
2052
$1,071
$359
$488
$30
$1,949
2053
$1,131
$295
$498
$25
$1,948
2054
$1,193
$227
$508
$19
$1,947
2055
$1,262
$156
$518
$13
$1,949
2056
$1,331
$80
$528
$7
$1,946
Total
$21,184
$23,193
$12,072
I $1,996
$58,445
'The interest is calculated using an interest rate of 4.75% in years 1 through 10 (2027-2036), 5.55% in years 11
through 20 (2037-2046), and 6.00% in years 21 through 30 (2047-2056).
Administrative Expenses are estimated and will be updated each year in the Annual Service Plan Updates
Assumes a 2% increase per year
FORT WORTH,,
MAYOR AND COUNCIL COMMUNICATION
7.1.12 VEALE RANCH PID SPECIAL ASSESSMENT REVENUE BONDS SERIES 2026
DATE: 08/11/26 M&C FILE NUMBER: M&C 26-0560
DEPARTMENT: FINANCIAL MANAGEMENT SERVICES
SUBJECT
(ALL) Adopt Ordinance Authorizing Issuance and Sale of the City of Fort Worth, Texas Special
Assessment Revenue Bonds, Series 2026 (Fort Worth Public Improvement District No. 22
(veale Ranch) Improvement Areas #4-5 Project) for the Purpose of Paying a Portion of the
Costs of Authorized Improvements within the District, Paying a Portion of Interest on the
Bonds, Funding a Reserve, Paying a Portion of the Costs Incidental to the Organization and
Administration of the District, and Paying the Costs of Issuance of the Bonds; Authorizing
Execution of All Related Documents; Approving an Update to the Service and Assessment
Plan; and Ordaining Related Matters; and Adopt Appropriation Ordinance
RECOMMENDATION
It is recommended that the City Council:
1. Adopt the attached ordinance (a) authorizing the issuance and approving the sale of
the City of Fort Worth, Texas Special Assessment Revenue Bonds, Series 2026 in the
principal amount set forth in the attached ordinance for the purpose of (i) financing a
portion of the actual costs of public improvements within the District, (ii) paying a
portion of the interest on the Bonds, (iii) funding a reserve for the payment of principal
and interest on the Bonds, (iv) paying a portion of the costs incidental to the
organization and administration of the District, and (v) paying the costs of issuance of
the Bonds; (b) approving and authorizing the execution of the Indenture of Trust
setting forth the terms of the Bonds and securing the pledge of assessments to the
payment thereof; (c) approving and authorizing the execution of the Bond Purchase
Agreement, pursuant to which FMS Bonds, Inc. agrees to purchase the Bonds from the
City; (d) authorizing and approving the use of the Preliminary Limited Offering
Memorandum and Final Limited Offering Memorandum in connection with the pricing
and sale of the Bonds; (e) authorizing and approving the execution of the Continuing
Disclosure Agreement pursuant to which the City undertakes to make certain
disclosures with respect to the Bonds as required by the Securities and Exchange
Commission Rule 15c2-12; (f) approving an update to Fort Worth Public Improvement
1 of 3
FORT WORTH,,
District No. 22 (veale Ranch) Service and Assessment Plan; and (g) ordaining related
matters; and
2. Adopt the attached appropriation ordinance increasing estimated receipts and
appropriations in the Veale Ranch PID Custodial Fund, in the amount up to
$24,300,000.00, subject to the sale of bonds and receipt of proceeds, to fund a portion
of the actual costs of public improvements within the District; establish required
reserve and administrative accounts; and pay costs of issuance, with such amounts
subject to reduction to conform to final figures reflected in bond closing documents.
DISCUSSION
The purpose of this Mayor and Council Communication (M&C) is to approve the issuance
and sale of the City of Fort Worth, Texas Special Assessment Revenue Bonds, Series 2026
(Bonds) that will allow the City to reimburse a portion of authorized improvements
associated with Improvement Areas 4-5 of Fort Worth Public Improvement District (PID) No.
22 (veale Ranch).
Staff is recommending that these bonds be sold to FMS Bonds, Inc. pursuant to a Bond
Purchase Agreement resulting from a negotiated sale process conducted as a public
underwriting. The Bonds will have the terms set forth in the Indenture of Trust attached to the
ordinance and will be 30 -year bonds to match the timing of the annual installments of the
PID assessments for these improvement areas. The Bonds will not carry an underlying rating.
Proceeds from the sale of the Bonds will be used to reimburse the developer for actual costs
of authorized improvements in these improvement areas within the PID; establish required
reserve and administrative accounts; and pay cost of issuance. The exact amount of the
costs of issuance and reserve will fluctuate slightly based on the final terms of sale. The
attached appropriation ordinance reflects the maximum appropriation amount for Bond
proceeds. Its structure accommodates variables associated with sale of debt. To the extent
numbers at closing are less than those reflected in the ordinance, the available appropriation
amount will be reduced as needed to reflect final figures based on the closing documents to
ensure appropriations do not exceed actuals.
This contract requires a Form 1295.
FISCAL INFORMATION/CERTIFICATION
The Director of Finance certifies that upon approval of the above recommendations, the sale
of the City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2026 (Fort Worth
2 of 3
FORT WORTH,,
Public Improvement District No. 22 (Veale Ranch) Improvement Areas #4-5 Project), will
proceed as necessary to provide funding in the Veale Ranch PID Custodial Fund as outlined in
the Service and Assessment Plan and bond closing documents. Prior to any expenditure
being incurred, the Financial Management Services Department and FWLab have the
responsibility to validate the availability of funds.
SUBMITTED FOR CITY MANAGER'S OFFICE BY: Reginald Zeno, # 8517
ORIGINATING BUSINESS UNIT HEAD: Reginald Zeno, # 8517
ADDITIONAL INFORMATION CONTACT: Alex, Laufer, #2268
ATTACHMENTS
1. Bond Ordinance IA 4 n 5 (7.15.26) (4476882.3) (Rec 1) [7.1.12.1 - 8 pages]
2. Indenture (Ex A to Bond Ordinance) [7.1.12.3 - 82 pages]
3. Bond Purchase Agreement (Ex B to Bond Ordinance) [7.1.12.4 - 69 pages]
4. Issuer CDA (Ex C to Bond Ordinance) [7.1.12.5 - 25 pages]
5. SAP (Ex D to Bond Ordinance) [7.1.12.6 - 123 pages]
6. Veale Ranch IA 4 5 AO (Rec 2) [7.1.12.7 - 2 pages]
7. Developer CDA [7.1.12.9 - 31 pages]
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