R-07-01-25-9C3 - 1/25/2007RESOLUTION NO. R -07-01-25-9C3
WHEREAS, upon petition of the land owner, Behrens Subdivision,
Ltd., ("Behrens"), the City Council of the City of Round Rock, Texas
(the "City") on April 27, 2000 passed Resolution No. R -00-04-27-12E1
which authorized and approved the creation of the Behrens Ranch Public
Improvement District (the "District") which authorization and creation
became effective May 3, 2000; and
WHEREAS, Behrens and Beal Bank, S.S.B. ("Beal") are parties to an
Agreement and Assignment of Net Profits Interest, dated May 28, 1999
(the "NPI Agreement"); and
WHEREAS, Beal, Behrens and Independence Title Company ("Escrow
Agent") have entered into an Escrow Agreement regarding disbursements
of monies to be paid to Behrens by the District, and
WHEREAS, Beal Bank and Behrens are
the Escrow Agent the sum of $750,000.00
f rom
bond proceeds, after deduction
requesting that the City pay
from District assessments or
of any required reserves,
administrative fees and assessment prepayments,
NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
ROUND ROCK, TEXAS, THAT:
Section 1. The Mayor is hereby authorized to sign, on behalf
of the Behrens Ranch Public Improvement District the letter dated
January 9, 2007 regarding Beal Bank, S.S.B. - Loan to Behrens
Subdivision, Ltd., said letter be attached hereto and incorporated
herein as Exhibit "A".
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
0:\wdox\RESOLUTI\R70125C3.WPD/rmc
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 25th day of January,
AE
NYLE 4% ► r' LL, Mayor
City of Round Rock, Texas
CHRISTINE R. MARTINEZ, City Secretary
2
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January 9, 2006
Certified Mail -Return Receipt Requested
Behrens Ranch Public Improvement District
c/o Sheets & Crossfield, LLP
309 East Main
Round Rock, Texas 78664
Attn: Steve Sheets, Esq.
Re: Beal Bank, S.S.B. - Loan to Behrens Subdivision, Ltd.
Ladies and Gentlemen:
Behrens Subdivision, Ltd. ("Behrens"), the developer of the Behrens Ranch project in
Round Rock, Texas, and Beal Bank, S.S.B. ("Beal") are parties to that certain Agreement and
Assignment of Net Profits Interest, dated May 28, 1999 (as amended, the "NPI Agreement"). In
addition, Behrens, Beal, James W. Meredith, Claire D. Meredith, and James D. Gressett have
entered into that certain Settlement Agreement and Mutual Release of even date herewith,
relating to, among other things, the NPI Agreement (the "Settlement Agreement").
You are considering the issuance and sale of the first tranche of bonds by the Behrens
Ranch Public Improvement District (the "PID"). A portion of the proceeds of any bonds are to be
paid by the PID to Behrens.
Behrens, Beal and Independence Title Company (the "Escrow Agent") have entered into
an Escrow Agreement relating to the NPI Agreement, the Settlement Agreement and the amounts
to be paid to Behrens by the Behrens Ranch Public Improvement District. Pursuant to such
Escrow Agreement, Behrens and Beal have agreed that, after the deduction of any required
reserves and administrative fees as determined by the city and any assessment prepayments
totaling approximately $ from (i) assessments now or in the future or (ii) the issuance
and sale of bonds (the amounts described in (i) and (ii) are herein collectively referred to by the
"PID Payments"), then the first $750,000.00 of PID Payments (the "Beal Payment") are to be
paid to the Escrow Agent for holding, handling and disbursing as provided in the Escrow
Agreement. The Beal Payment will be reduced by payments hereafter made by Behrens to Beal
as provided in the Settlement Agreement. Accordingly, Behrens and Beal may hereafter from
time to time notify you in writing of the amount of the reduction in the Beal Payment and in such
case the Beal Payment will be the reduced Beal Payment so specified by Behrens and Beal in
such written notice delivered to you.
1004 Mopac Circle, Suite 201 • Austin, Texas 78746 • Phone. 512.306.8300 • Fax. 512.306.8399
Behrens Ranch Public Improvement District
January 9, 2006
Page 2
Accordingly, Behrens and Beal hereby irrevocably request, direct and instruct you to wire
transfer from the first PID Payment(s) hereafter made the Beal Payment, subject to any
reductions as set forth above, to the Escrow Agent pursuant to the wire transfer instructions
attached hereto as Exhibit "A". Behrens and Beal hereby agree with you that if you so wire
transfer from the first PID Payment(s) hereafter made the Beal Payment to the Escrow Agent you
will have fully and properly performed your obligations in regard to the payment of the Beal
Payment to Behrens and neither Behrens nor Beal will have any claim against you in regard to
such Beal Payment.
All funds to be paid by the PID to Behrens which are in excess of the Beal Payment may
be paid by the PID directly to Behrens.
The instruction, requests and direction herein made by Behrens and Beal are
unconditional and irrevocable and may only be amended or terminated by joint written
instructions executed by both Behrens and Beal.
If you have any questions or concerns in regard to this letter, please contact each of the
undersigned at the contact information set forth below.
Thank you for your assistance.
Please confirm your agreement to comply with this instruction and direction by executing
the enclosed two copies of this letter and returning one to each of us in the enclosed prepaid
envelopes.
Very truly yours,
BEHRENS SUBDIVISIONS, LTD.,
a Texas limited partnership
By: Meredith Gressett, Inc., a Texas corporation
Its General Partner
By:
James W. Meredith, President
Telephone No.: (512) 306-8300
Email: Jim@mwptx.com
c:tdocuments and satingstemilyVocal settingsttemporary interna fileslolka9V3efarens ranch pid itr- re npi agent -011007 clean wpm (3).doc
Behrens Ranch Public Improvement District
January 9, 2006
Page 3
AGREED:
By:
Name:
Title:
BEAL BANK, S.S.B.
By:
William T. Saurenmann
Authorized Signatory
Telephone No.: (469) 467-5510
Email: bsaurenmann@bealservice.com
c:ldocuments and settingskmityllocal settingsltemporary intemet fileslolkanehrens ranch pid hr -re api agent -011007 clean wpm (3).doc
DATE: January 16, 2007
SUBJECT: City Council Meeting - January 25, 2007
ITEM: 9.C.3. Consider a resolution authorizing the Mayor to execute on behalf of
the Behrens Ranch PID the financing instructional letter from Beal
Bank, S.S.B. and Behrens Subdivisions, LTD.
Department: Administration
Staff Person: David Kautz, Assistant City Manager/CFO
Charlie Crossfield, Attorney
Justification:
In April 2000, the City created the Behrens Ranch Public Improvement District (PID). The
City agreed to levy assessments on property within the PID to reimburse Behrens
Subdivision, LTD (the Developer) for the costs of public improvements for the development
including water, wastewater, irrigation, road and drainage facilities. The City agreed to use
its best efforts to sell bonds for reimbursement of the improvements.
A lawsuit was filed against the developer by a lender, Beal Bank, to recover an amount
owed under an Agreement and Assignment of Net Profits Interest between the parties. In
October 2006, the parties reached a settlement. Pursuant to the settlement agreement, the
Developer will pay an agreed upon sum to Beal Bank out of the first proceeds of any kind
received from PID receipts. This item acknowledges the settlement and agrees to make a
payment up to $750,000 to Beal Bank out of funds that are to be provided to the Developer.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: N/A
Background Information: N/A
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
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January 9, 2006
Certified Mail -Return Receipt Requested
Behrens Ranch Public Improvement District
c/o Sheets & Crossfield, LLP
309 East Main
Round Rock, Texas 78664
Attn: Steve Sheets, Esq.
Re: Beal Bank, S.S.B. - Loan to Behrens Subdivision, Ltd.
Ladies and Gentlemen:
Behrens Subdivision, Ltd. ("Behrens"), the developer of the Behrens Ranch project in
Round Rock, Texas, and Beal Bank, S.S.B. ("Beal") are parties to that certain Agreement and
Assignment of Net Profits Interest, dated May 28, 1999 (as amended, the "NPI Agreement"). In
addition, Behrens, Beal, James W. Meredith, Claire D. Meredith, and James D. Gressett have
entered into that certain Settlement Agreement and Mutual Release of even date herewith,
relating to, among other things, the NPI Agreement (the "Settlement Agreement").
You are considering the issuance and sale of the first tranche of bonds by the Behrens
Ranch Public Improvement District (the "PID"). A portion of the proceeds of any bonds are to be
paid by the PID to Behrens.
Behrens, Beal and Independence Title Company (the "Escrow Agent") have entered into
an Escrow Agreement relating to the NPI Agreement, the Settlement Agreement and the amounts
to be paid to Behrens by the Behrens Ranch Public Improvement District. Pursuant to such
Escrow Agreement, Behrens and Beal have agreed that, after the deduction of any required
reserves and administrative fees as determined by the city and any assessment prepayments
totaling approximately $102,000.00 from (i) assessments now or in the future or (ii) the issuance
and sale of bonds (the amounts described in (i) and (ii) are herein collectively referred to by the
"PID Payments"), then the first $750,000.00 of PID Payments (the "Beal Payment") are to be
paid to the Escrow Agent for holding, handling and disbursing as provided in the Escrow
Agreement. The Beal Payment will be reduced by payments hereafter made by Behrens to Beal
as provided in the Settlement Agreement. Accordingly, Behrens and Beal may hereafter from
time to time notify you in writing of the amount of the reduction in the Beal Payment and in such
case the Beal Payment will be the reduced Beal Payment so specified by Behrens and Beal in
such written notice delivered to you.
R -07 -01 -a5 -9e 3
1004 Mopac Circle, Suite 201 • Austin, Texas 78746 • Phone. 512.306.8300 • Fax. 512.306.8399
Behrens Ranch Public Improvement District
January 9, 2006
Page 2
Accordingly, Behrens and Beal hereby irrevocably request, direct and instruct you to wire
transfer from the first PID Payment(s) hereafter made the Beal Payment, subject to any
reductions as set forth above, to the Escrow Agent pursuant to the wire transfer instructions
attached hereto as Exhibit "A". Behrens and Beal hereby agree with you that if you so wire
transfer from the first PID Payment(s) hereafter made the Beal Payment to the Escrow Agent you
will have fully and properly performed your obligations in regard to the payment of the Beal
Payment to Behrens and neither Behrens nor Beal will have any claim against you in regard to
such Beal Payment.
All funds to be paid by the PID to Behrens which are in excess of the Beal Payment may
be paid by the PID directly to Behrens.
The instruction, requests and direction herein made by Behrens and Beal are
unconditional and irrevocable and may only be amended or terminated by joint written
instructions executed by both Behrens and Beal.
If you have any questions or concerns in regard to this letter, please contact each of the
undersigned at the contact information set forth below.
Thank you for your assistance.
Please confirm your agreement to comply with this instruction and direction by executing
the enclosed two copies of this letter and returning one to each of us in the enclosed prepaid
envelopes.
Very truly yours,
BEHRENS SUBDIVISIONS, LTD.,
a Texas limited partnership
By: Meredith Gressett, Inc., a Texas corp ion
Its eneral Partner
By:
/ames W. Mere ith, Presid - t
Telephone No.: (512) 306-8300
Email: Jim@mwptx.com
n:\behrens\pid\behrens ranch pid letter- newest- wpm.doc
Behrens Ranch Public Improvement District
January 9, 2006
Page 3
BEAL BANK, S.S.B.
By:
Authorized Signatory
Telephone No.: (469) 467-5510
Email- bsaurenmann@bealservice.com
AGREED:
The City of Round Rock, Texas
On behalf of the Behrens Ranch
Public Improvement District
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8834 N. Capital of TX Hwy., #100
Austin, Texas T8759
Phone: 512-343-0592 Fax: 512-343-2089
Wiring Instructions
Bank Name: Texas Capital Bank
Address: 114 West 7th Street, Austin, TX 78701
ABA (Routing Number): 111017979
Account Name: Independence Title Commercial Escrow
Account
Account Number: 4011005115
Reference Buyer Name: Behrens Subdivision
GF# (File Number): Behrens/Beal Escrow Agreement
Gay M. Heavilin, Commercial Escrow Officer
Ben Swofford, Escrow Assistant