HomeMy WebLinkAboutResolution - 2005-R0520 - Master Development & Reimbursement Agreement - Vintage Land Company Ltd - 11/07/2005Resolution No. 2005-80520
November 7, 2005
Item 6.7
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock a Master
Development and PID Reimbursement Agreement between the City of Lubbock
and Vintage Land Company, Ltd. and associated documents. Said Agreement is
attached hereto and incorporated in this Resolution as if fully set forth herein and
shall be included in the minutes of the Council.
Passed by the City Council this 7th day of November 2005.
4R�C McDO GAL, MAYOR
ATTEST:
Rebecca Garza, City Secretary
APPROV D A TO ONTENT:
1�
R b Alliso e ve �ctor
Development Services
APPROVED AS TO FORM:
Linda L. Chamales, Senior Attorney/
Office Practice Section
City Att/Linda,'RES Stellar
November 1, 2005
CONTO A r'r N10.
'f 6540
MASTER DEVELOPMENT AND PID REIMBURSEMENT AGREEMENT
Between
CITY OF LUBBOCK, TEXAS
• el
VINTAGE LAND COMPANY, Ltd., DEVELOPER
Dated:
The Date Executed by the Last Party to Sign
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section1.01. Recitals...............................................................................................................2
Section1.02. Definitions..........................................................................................................2
ARTICLE I1
COMMENCEMENT OF DEVELOPMENT COSTS AND TOTAL ASSESSMENTS
Section 2.01. General Agreements of Parties..........................................................................5
Section 2.02. Allocation of Costs; Acceptance and Approval of Assessments .......................6
Section 2.03. Funding and Reimbursement of Authorized Developer Expenditures ..............7
Section 2.04. Land Needed for Amenities...............................................................................7
ARTICLE III
PURCHASE AND/OR SALE OF BONDS
Section 3.01. Denomination, Maturity, Interest, and Security for Bonds................................8
Section 3.02. Uses of Bond Proceeds......................................................................................8
ARTICLE IV
OWNERSHIP AND CONSTRUCTION OF AMENITIES
Section 4.01. Ownership and Transfer of Improvements........................................................9
ARTICLE V
GENERAL PROVISIONS
Section 5.01. Notices and Record Retention...........................................................................9
Section 5.02. Payment of City's Costs and Expenses............................................................10
Section 5.03. Parties in Interest..............................................................................................10
Section 5.04. Term of Agreement..........................................................................................10
Section5.05. Amendments....................................................................................................10
Section 5.06. Effective Date..................................................................................................11
{i)
MDA --Distribution to City 10
MASTER DEVELOPMENT AND PID REIMBURSEMENTAGREEMENT
This MASTER DEVELOPMENT AND PID REIMBURSEMENT AGREEMENT (the or
this "Agreement"), between CITY OF LUBBOCK, TEXAS (the "City"), a duly incorporated
municipality and city of the State of Texas, and VINTAGE LAND COMPANY, LTD., a Texas
limited partnership (the "Developer");
WITNESSETH:
WHEREAS, the Developer intends to construct certain public "Amenities," as herein
defined, for a new mixed-use development located upon the "Development Land," as herein
defined, within the corporate limits of the City, to be known as "Vintage Township"; and
WHEREAS, the Amenities will be constructed in accordance with the terms, conditions
and requirements of certain codes, ordinances, and agreements (collectively, the "City
Ordinances and Agreements") that are required by the City and relate to the construction of
public and private infrastructure within this development, and to which reference is hereby made
for all purposes; and
WHEREAS, the City has agreed to exercise its powers under Chapter 372, Local
Government Code (the "PID Act"), and to provide alternative financing arrangements that will
enable the Developer to be reimbursed for the costs of the Amenities from the proceeds of
Bonds, herein defined, that are payable solely and exclusively from the receipts collected from
assessments levied against the Development Land by the City, such assessments being herein
defined as the "Bond Security," all in accordance with the procedures and requirements of the
PID Act; and
WHEREAS, in furtherance and fulfillment of such plan, the City Council, as herein
defined, at the request of the Developer, and with the consent, approval and agreement of the
owners of 100'% of the Development Land affected thereby, intends to create the "District," as
herein defined, in accordance with the "PID Act", and intends to consider and act upon the
"Assessment Ordinance," as herein defined, regarding the levy of the assessments; and
WHEREAS, in order to permit the Developer to proceed immediately with the
commencement of the construction and development of the Amenities in accordance with the
City Ordinances and Agreements and to further evidence the City's intent, subject to the public
hearings required by the Act, (i) to create the District, (ii) to adopt the Assessment Ordinance and
to levy the assessments therein required, (iii) to create a PFC, as herein defined, and authorize
the PFC to issue the Bonds, as herein defined, secured by the Bond Security, and (iv) solely and
exclusively from the proceeds of the Bonds, to reimburse the Developer for all or a portion of the
out-of-pocket costs of the Amenities, with the remainder, if any, of such costs to be paid from
other funds of the Developer, the City agrees to the terms and provisions of this Agreement
pursuant to its authority under the PID Act and other applicable law;
NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set
forth, the City and the Developer hereby contract, covenant and agree as follows:
MDA- Distribution to City 10
ARTICLE I
DEFINITIONS
Section 1.01. Recitals.
The parties hereto contract, covenant and agree that all matters set forth in the recitals of
this Agreement are accurate and true.
Section 1.02. Definitions.
Unless the context requires otherwise, the following terms shall have the meanings
hereinafter set forth:
Administrative Expenses — means the administrative, organization, maintenance
and operation costs and expenses associated with, or incident to, the administration,
organization, maintenance and operation of the District and the Amenities (including
reasonable reserves for contingencies maintained by the City in the administrative
expense reimbursement fund authorized or created under the Bond Resolution),
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 the PFC, and preparing the assessment roll, (iii) computing,
levying, collecting and transmitting the Total Assessments or the installments thereof,
(iv) maintaining the record of installments, payments and reallocations and/or
cancellations of the Total Assessments, (v) issuing, paying and redeeming the Bonds, (vi)
investing or depositing the Total Assessments, (vii) complying with the Code with
respect to the Bonds, (viii) paying the Trustee's fees and expenses (including the fees and
expenses of its legal counsel), and (ix) administering the construction, operation and
maintenance of the Amenities, in accordance with the terms of this Agreement.
Agreement — means this Master Development and PID Reimbursement
Agreement.
Amenities — shall not be such public improvements that are considered the
standard subdivision improvements in Lubbock as measured by the character, feature,
caliber, grade, standard, model, specification or function of the improvement. Rather,
Amenities are defined as public improvements that have an appreciably higher, improved
or added character, feature, caliber, grade, standard, model, specification or function than
improvements in standard City of Lubbock subdivisions.
Specifically, Amenities may include but are not limited to, the design,
construction and maintenance of parks and greens together with any ancillary structures,
features or amenities such as playgrounds, athletic facilities, pavilions, community
facilities, bridges, walkways, lighting, benches, trash receptacles and similar items
located therein along with all necessary grading, drainage and similar infrastructure
involved in the construction of such parks and greens; landscaping, hardscaping and
irrigation; the design, construction and maintenance of water features such as lakes,
ponds and fountains; distinctive lighting and signs; construction and improvement of
MDA --Distribution to City 10 -2-
pedestrian malls, passages or pathways including pedestrian bridges; design, construction
and improvement of vehicular bridges and low water crossings; design, construction and
improvement of community meeting halls or similar buildings; design, construction and
improvement of community monuments, towers, and other amenity -type structures;
acquisition and installation of art work; design, acquisition, installation and improvement
of telecommunication and similar technology systems; along with any special
supplemental services for improvement and promotion of the District, together with
related permits and licenses.
Assessment Ordinance — means an ordinance adopted by the City Council
approving the Assessment Plan and levying the Total Assessments, together with any
ordinances adopted by the City Council approving any amendments to the Assessment
Plan, as required by Article II of this Agreement.
Assessment Plan — means the Vintage Township Public Improvement District
Assessment/Service Plan, as it may be amended from time to time by the City Council, to
be adopted by the City Council in the Assessment Ordinance for the purpose of assessing
allocated costs against property located within the boundaries of District, having terms,
provisions and findings approved and agreed to by the Developer and the City, as
required by Section 2.42 of this Agreement.
Authorized Developer Expenditures — means expenditures made by the Developer
on and after the date that is sixty days prior to the date this Agreement is executed, for the
purposes of paying the costs and expenses of the Amenities that can be lawfully paid by
the City, which shall include, without limiting or restricting any proper definition of cost
under the PID Act, or other applicable provision of law, the cost of (a) designing,
planning, financing, constructing, acquiring, installing and implementing the Amenities,
including the cost of all of the structures and improvements, which themselves constitute
the Amenities or which are necessary or convenient to acquire, construct or implement
the Amenities, (b) all labor, bonds and materials, including equipment and fixtures, by
contractors, builders and materialmen in connection with the acquisition, construction or
implementation of the Amenities, (c) all related permitting, zoning and public approval
expenses, architectural, engineering, and consulting fees, financing charges, taxes,
governmental fees and charges, insurance premiums, and miscellaneous expenses, (d) all
advances and payments for Administrative Expenses incurred by Developer prior to the
issuance of the Bonds, and (e) any and all costs and expenses of the City that are paid for
by the Developer and that relate to or are required by this Agreement or the City
Ordinances and Agreements.
Bond Resolution means and refers to one or more resolutions of the PFC that
will authorize and approve the issuance and sale of the Bonds and provide for their
security and payment, either under the terms of the Bond Resolution or a trust indenture
approved therewith.
Bond Security — means the funds that are to be pledged in or pursuant to the Bond
Resolution to the payment of, or reserves for, the debt service requirements on said
Bonds, consisting solely of the Construction Assessments and the amounts required to be
MDA --Distribution to City 10 -3-
transferred to the Trustee for the benefit of the holders of the Bonds pursuant to a
Sponsor Obligation, including earnings and income derived from the investment or
deposit of Construction Assessments in the special funds or accounts created and
established for the payment and security of the Bonds, unless such earnings are required
to be deposited into a rebate fund for payment to the federal government.
Bonds — mean the "Vintage Township Public Facilities Corporation Total
Assessment Revenue Bonds, Vintage Township Project, Series 2006" (or otherwise
appropriately designated) to be issued by the PFC on behalf of the City, in one or more
series not to exceed, in the aggregate, the principal amount of $6,000,000 and to be
secured by a pledge of the Bond Security pursuant to the authority granted in the PID
Act, and as required by this Agreement for the purposes specified in Section 2.02
City — means the City of Lubbock, Texas.
City Council — means the duly elected governing body of the City.
City Manager _ means the City Manager of the City or her designee(s).
City Ordinances and Agreements — means the applicable codes, ordinances and
agreements relating to the Amenities, as required by the City, concerning the construction
of the Amenities.
Code — means the Internal Revenue Code of 1486, as amended.
Construction Assessments — means the Total Assessments, other than the O & M
Assessments.
Developer — means, Vintage Land Company, Ltd., a Texas limited partnership.
Development Land — means all of the land inside the boundaries of the District
that is to be acquired and owned by the Developer.
District — means Vintage Township Public Improvement District to be created by
the City pursuant to the PID Act and containing the Development Land to be described in
the Assessment Plan.
Issue Date means the date from which interest on the Bonds, or a series of
Bonds, accrues.
O & M Assessment — means the annual operation and maintenance assessment,
and all penalties and interest thereon, imposed as provided in the Assessment Ordinance.
Outstanding Reimbursement Amounts — shall mean those amounts shown as such
on Attachment 1 from time to time.
MPA --Distribution to City 10 -4-
PFC — means a public facilities corporation created by the City, pursuant to
Chapter 303, Local Government Code, as amended, to issue the Bonds on behalf of the
City and to administer the operation and maintenance of the District and the Amenities.
PID Act — means Chapter 372, Local Government Code, as amended, entitled
"Improvement Districts in Municipalities and Counties."
Project Fund — means a fund established under the Bond Resolution into which
any proceeds from the issuance of the Bonds remaining after the application of such
proceeds in accordance with Section 3.02 shall be deposited.
Re ug latory Requirements — mean the requirements and provisions of, any state or
federal law, and any permits, rules, orders or regulations issued or adopted from time to
time, by any regulatory authority, state, federal or other, having jurisdiction over the
Amenities.
Sponsor Obligation — means the obligations of the City to transfer the Total
Assessment Revenues to the Trustee for the benefit and security of the holders of the
Bonds.
Total Assessment Revenues — means the monies collected from Total
Assessments, including supplemental assessments and reallocations of assessments,
interest, expenses or penalties on Total Assessments, prepayments, foreclosure proceeds,
and proceeds from a guarantor, if any, of the Total Assessments.
Total Assessments — means the assessments levied against properties in the
District, as provided in the Assessment Ordinance and in the Assessment Plan, including
any supplemental assessments or reassessments levied in accordance with Sections
372.019 and 372.020 of the PID Act.
Trustee — means the trustee for the Bonds, as specified and named in the
proceedings authorizing and prescribing the terms of the Bonds.
ARTICLE II
COMMENCEMENT OF DEVELOPMENT COSTS AND TOTAL ASSESSMENTS
Section 2.01. General Agreements of Parties.
(a) Upon the City's issuance of applicable permits and approvals, the Developer
agrees to proceed diligently with the construction and development of the Amenities under and
in accordance with the terms, provisions, and conditions stated in the applicable City Ordinances
and Agreements. None of the terms and provisions of this Agreement shall be construed or
applied to limit, revise, or modify any of the obligations of the Developer under the City
Ordinances and Agreements.
(b) The City hereby agrees to proceed as expeditiously as possible in accordance with
the PID Act and other applicable law to create the District, and to adopt the Assessment Plan,
MDA --Distribution to City 10 -5-
and the Assessment Ordinance, having such terms as are approved and accepted by the
Developer, as required by Section 3.01(b) of this Agreement.
(c) The City hereby agrees (i) to create the PFC, (ii) to appoint members of the
Vintage Township Homeowners Association Board of Directors to a majority of the PFC Board
of Directors' positions so that at all times a majority of the PFC Board members are members of
the Board of Directors of Vintage Township Homeowners Association and (iii) to the extent
permitted by law, to cause the PFC Articles of Incorporation and Bylaws to provide that a
majority of the board of directors of the PFG shall be members of the Vintage Township
Homeowners Association's Board of Directors.
(d) The City hereby agrees that the City and/or the PFC shall contract with the
Vintage Township Homeowners Association for the operation and maintenance of the Amenities
within Vintage Township as set forth in this agreement.
Section 2.02. Allocation of Costs; Acceptance and Approval of Assessments.
(a) The City and the Developer have determined and hereby agree that the total
aggregate estimated costs of the Amenities to be reimbursed from the proceeds of the Bonds will
be approximately $6,000,000.
(b) The Developer and the City hereby agree that the Bonds will be issued in one or
more series in the maximum aggregate principal amount of $6,000,000 solely for the purposes of
(i) financing the costs of the Amenities and related costs (including Administrative Expenses),
(ii) paying to the Developer the Outstanding Reimbursement Amounts, and (iii) paying issuance
costs and the cost of funding all reserves, accounts and funds required by the Bond Resolution
(including a capitalized interest account, a debt service reserve fund and the Project Fund), in the
order and priority specified in Section 3.02. The Bonds will be issued at the times, having the
provisions and in the amounts, consistent with the terms of this Agreement, as the Developer
shall approve.
(c) If the Developer approves the final findings, determinations, and allocations to be
made by the City Council in the Assessment Ordinance and the Assessment Plan, then,
concurrently with such approvals, the Developer will expressly approve and accept the levy of
the Total Assessments that are to be levied and made in the final Assessment Ordinance, which
approvals shall be evidenced by a supplement to this Agreement executed by the City and the
Developer.
(d) The Developer covenants and agrees that it will include in all conveyances and
transfers of any property located within the District appropriate covenants and agreements that
will bind successor owners to pay the Total Assessments, as applicable, to be levied by the
Assessment Ordinance, with applicable interest thereon, as covenants running with the land and
when due and payable thereunder and that the purchasers of such land take their title subject to
and expressly assume the terms and provisions of such assessments and the liens created thereby.
(e) The Developer covenants and agrees that it will file, in the real property records
of Lubbock County, an instrument, in such form as is reasonably acceptable to the City, that
MDA --Distribution to City 10 -6-
contains appropriate covenants and agreements that will bind successor owners to pay the Total
Assessments when, as, and in the amounts that are due and payable from time to time.
Section 2.03. Funding and Reimbursement of Authorized Developer Expenditures.
(a) Prior to the Issue Date of the Bonds, the Developer shall pay the costs of the
Amenities by paying the Authorized Developer Expenditures from private and personal funds.
Not more frequently than once every thirty days and on the Issue Date, the Developer shall
present to the City Manager invoices or other evidences of payment of Authorized Developer
Expenditures paid by the Developer. Upon the City Manager's receipt of evidence of payment,
such Authorized Developer Expenditures shall constitute Outstanding Reimbursement Amounts
and the City Manager shall annotate the Reimbursement Schedule attached hereto to reflect the
additional Outstanding Reimbursement Amount. The Outstanding Reimbursement Amounts
shall accrue interest at the rate of 6% per annum, computed monthly on the I" day of each month
compounded on the basis of a 360 -day year of twelve 30 -day months, calculated from the date
such expenditure was entered on the Reimbursement Schedule until paid or cancelled and
provided herein. The Outstanding Reimbursement Amounts shall be payable solely from the
proceeds of the Bonds, when, as, and only if issued, as provided in Section 3.02.
(b) From and after the Issue Date of the Bonds, the Bond Resolution shall provide
that the Trustee shall, at the request of the Developer, reimburse the Developer for Authorized
Developer Expenditures not included as Outstanding Reimbursement Amounts from amounts
available therefor in the Project Fund, if any, as provided in the Bond Resolution and Article III
of this Agreement.
(c) The Developer agrees and acknowledges that the City is obligated to reimburse
the Developer for Outstanding Reimbursement Amounts and Authorized Developer
Expenditures solely from the proceeds of the Bonds which shall be issued in one or more series,
in an aggregate principal amount not to exceed $6,000,000. Upon issuance of all of the Bonds
and the application of the proceeds from the sale of such Bonds as provided in Section 3.02, the
City's obligation to pay or reimburse the Outstanding Reimbursement Amounts or reimburse
Developer for Authorized Developer Expenditures shall be satisfied, discharged and canceled
and the City shall have no responsibility to reimburse the Developer for the canceled amounts
from any source whatsoever.
Section 2.04. Land Needed for Amenities.
The Developer agrees and represents that (i) it either owns presently or will acquire, hold,
and use all land, easements, and rights-of-way that are necessary and appropriate for the
construction and ownership of the Amenities, as shown on proper plats, and (ii) it will execute
such other instruments as may be reasonably required to confirm title thereto in the Developer.
MDA --Distribution to City 10 -7-
ARTICLE III
PURCHASE AND/OR SALE OF BONDS
Section 3.01. Denomination Maturijy, Interest and Security for Bonds.
(a) The Bonds shall be finally authorized by the board of directors of the PFC and
shall be issued in the denominations, shall mature and be prepaid, and shall bear interest from the
date of their issuance to their maturity or prepayment, and shall be secured by and payable solely
from the Bond Security, all to be as described and provided in the Bond Resolution.
(b) The final version of the Assessment Plan, the Assessment Ordinance and the
Bond Resolution (and all documents incorporated or approved therein) shall have and contain
such terms and provisions as are mutually approved by the City, the PFC, and the Developer, and
the same shall not be adopted, amended or modified in any respect without the written approval
of the Developer.
(c) The City agrees to cause the PFC to authorize and issue, the Bonds in one or more
series, having the provisions, in the amounts and at the times, as are requested by the Developer.
(d) The City and the Developer agree to sell the Bonds (or each series thereof) in the
securities market through the use of an underwriter and agree that the Bond Resolution will state
that the PFC shall sell and award the Bonds to an underwriter acceptable to the City and to the
Developer pursuant to a Bond Purchase Agreement between the PFC and such underwriter
relating to the Bonds. Such Bond Resolution will approve the Bond Purchase Agreement and
authorize its execution and delivery.
(e) The City shall authorize the creation of and sponsor the PFC as a Public Facilities
Corporation under Chapter 303 of the Texas Local Government Code, as amended, with the
authority to oversee the operation and maintenance of the District and the Amenities and to issue
the Bonds. When the PFC is created it shall assume the obligations and succeed to the rights of
the City under this Agreement, except that the Total Assessments shall be levied only by the City
Council in accordance with the Act. Such assumption by the PFC shall be in writing, with a copy
to Developer, and the rights of the City and the PFC to enforce such assumption shall be
assigned to the Trustee. The City and the PFC shall execute an agreement, the "Sponsor
Obligation," recording the City's continuing obligation to levy the Total Assessments and to seek
enforcement of the liens created in support thereof, and the transfer of funds collected as directed
in the Bond Resolution.
Section 3.02. Uses of Bond Proceeds.
The proceeds from the sale of the Bonds shall be applied in the following order and
priority:
FIRST, to the payment of costs of issuance, including all reasonable costs and expenses
of the City (including Administrative Expenses incurred prior to closing) not previously
reimbursed by the Developer, and any fees and expenses of Trustee, bond counsel and counsel to
MDA --Distribution to City 10 -8-
the Trustee that were not previously paid by the Developer and that are payable out of Bond
proceeds;
SECOND, to the cost of funding all reserves, accounts and funds required by the Bond
Resolution other than the Project Fund;
THIRD, to the payment to the Developer of the Outstanding Reimbursement Amounts;
FOURTH, to the Project Fund.
The City or the PFC shall include provisions and procedures in the Bond Resolution
relating to and regulating the withdrawal, application, and uses of the proceeds of the Bonds, if
any, that remain after payment to the Developer of the Outstanding Reimbursement Amounts,
for the payment of Authorized Developer Expenditures that are incurred, due and owing after
such reimbursement. The Bond Resolution shall provide that any amounts remaining in the
Project Fund after the expiration of three years from the date of issuance of the Bonds (or a series
of Bonds) shall be used for the redemption of Bonds.
ARTICLE IV
OWNERSHIP AND CONSTRUCTION OF AMENITIES
Section 4.01. Ownership and Transfer of Improvements.
(a) The Amenities shall be constructed and inspected for the benefit of the public in
accordance with the City Ordinances and Agreements and shall comply with all Regulatory
Requirements. To the extent not owned by the City, the Amenities shall be transferred and
dedicated to the City in accordance with the City Ordinances and Agreements and Regulatory
Requirements.
(b) The Developer agrees to take such actions as may be reasonably required by the
City's Bond Counsel to confirm the transfer of the Amenities, or to otherwise dedicate or
confirm ownership or use of the Amenities, to the City or the public as may be necessary to
comply with state law, and federal income tax laws applicable to the continued tax -exemption
for interest on the Bonds when issued.
ARTICLE V
GENERAL PROVISIONS
Section 5.01. Notices and Record Retention.
(a) 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 Lubbock, PO Box 2000, Lubbock,
Texas 79457 Attention: City Manager.
MDA --Distribution to City 10 -9-
(b) Any notice or other communication to be given to the Developer may be given by
delivering the same in writing to the Developer at 5214 68th Street, Suite 402, Lubbock, Texas
79424, Attention: Paul D. Stell.
Section 5.02. Payment of City's Costs and Expenses.
(a) Prior to the issuance of the Bonds, the Developer hereby covenants and agrees
that it will pay all of the City's costs and expenses (including reasonable legal fees and financial
advisory fees) related to the District, including mutually approved amounts of City overhead
costs. The City's advisors shall submit to the City, on a monthly statement, their fees relating to
the establishment and administration of the District, including legal fees relating to the
development and review of the Assessment Plan. The Developer will pay these fees on behalf of
the City on a monthly basis. All fees of legal counsel related to the issuance of the Bonds,
including fees for the preparation of customary bond documents and the obtaining of Attorney
General approval for the Bonds, will be paid at closing from proceeds of the Bonds in
accordance with the City's customary arrangements with bond counsel. Such costs and expenses
shall constitute Authorized Developer Expenditures.
(b) All costs and expenses of the City and the PFC related to the District after the
issuance of the Bonds shall be paid from the O & M Assessment.
Section 5.03. Parties in Interest.
This Agreement is made solely for the benefit of the City, the PFC and the Developer,
and is not assignable except as follows: (i) the Developer may, without further consent or
acknowledgement of the City, assign its rights hereunder to any lender or financial institution
lending funds for the purposes of funding the Developer's obligations hereunder; (ii) the
Developer may, without the consent or acknowledgement of the City, assign its interest to a
related entity so long as no other interest in this Agreement shall be created for an unrelated third
parry; and (iii) the Developer may, with the prior written consent of the City (which consent shall
be considered by the City in good faith based upon financial and performance criteria, and which
shall not be unreasonably withheld, conditioned or delayed), otherwise assign its interest in this
Agreement. This Agreement may not be assigned by the City. No other person shall acquire or
have any right hereunder or by virtue hereof.
Section 5.04. Term of Agreement.
This Agreement shall be in force and effect for so long as the Bonds, or any of them,
remain outstanding and unpaid; provided, however, that in no event shall the term of this
Agreement exceed forty (40) years from the date of execution hereof by the City and the
Developer.
Section 5.05. Amendments.
This Agreement may be amended, modified, revised or changed by written instrument
executed by the City and the Developer.
MDA --Distribution to City 10 -10-
Section 5.46. Effective Date.
This Agreement shall become and be effective upon the date of final execution by the
City and the Developer and shall be valid and enforceable on said date and thereafter.
MDA --Distribution to City 10 -11-
EXECUTED AND ACCEPTED by the City and the Developer on the respective dates
stated below.
Date; CITY OF LUBBOFK, TEXAS
Date:
ATTEST:
By: .
ci Secretary
APPROVS TO CONTENT:
By:
Rob Al ' on
Executive Director of Development
Services
VINTAGE LAND COMPANY, LTD.,
a Texas limited partnership
By: VINTAGE LAND GP, L.L.C., a
T xas Lima d Liability Company
Its eneral ner
By: 0 ►�
Paul D. Stell
Sole Member
MDA --Distribution to City 10 -12-
ATTACHMENT 1
SCHEDULE OF AUTHORIZED DEVELOPER EXPENDITURES AND OUTSTANDING REIMBURSEMENT AMOUNTS
(Additional pages to be added if needed)
Description of Amount of Approved
Authorized Authorized Developer Outstanding Certification by
Date Ex enditure Expenditure Reimbursement Amounts
S S