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R-07-07-12-11D1 - 7/12/2007 RESOLUTION NO. R-07-07-12-11D1 WHEREAS, the City of Round Rock ("City") has previously entered into a Development Agreement with Behrens Subdivision, Ltd. ("Original Developer") , and WHEREAS, the City has consented to the assignment of said Agreement to Behrens Subdivision N.G. , Ltd. ("New Developer") , a Texas limited partnership, and WHEREAS, the New Developer now desires to assign the rights to reimbursement of funds under said Development Agreement to Compass Bank, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City the Consent to Assignment, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes . 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 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 12th day of JulLa, &AN MekAur Mayor PRA--r6fn ATTEST City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secreta 0:\Wdox\RESOLTrrl\R70712D1.WPD/rmc CONSENT TO ASSIGNMENT This Consent to Assignment is attached to and made apart of the Security Agreement — Pledge executed by Behrens Subdivision, Ltd., a Texas limited partnership ("Debtor") and Compass Bank ("Secured Party"). (a) The City of Round Rock, Texas (the "City") on behalf of the Behrens Ranch Public Improvement District (the "PID") consents to the foregoing assignment and pledge by Debtor to Secured Party. (b) The City agrees that all reimbursement payments by the PID (after the deduction of the maintenance and operational expenses of the PID and reasonably necessary reserves) made to Debtor shall be paid directly to Secured Party, at the address for Secured Party provided herein, until otherwise instructed, in writing,by Secured Party and Debtor. (c) The City agrees that if an Event of Default occurs and Secured Party forecloses its security interest, then Secured Party shall become the owner of and shall succeed to all of Debtor's rights to and interest in the PID Reimbursements. (d) This Agreement is not an assignment of any of Debtor's obligations to the PID or the City under the Development Agreement or the PID. DATED: July , 2007 THE CITY OF ROUND ROCK,TEXAS On behalf of the Behrens Ranch Public Improvement District By Nyle Maxwell,Mayor Attest: Name: Title: City Secretary EXHIBIT 'Wi 4808632v.1 DATE: July 5, 2007 SUBJECT: City Council Meeting - July 12, 2007 ITEM: 11131. Consider a resolution authorizing the Mayor to execute a consent to the Assignment of the Behrens Ranch Public Improvement District developer rights and reimbursement payments to the developer's lender, Compass Bank. Dena menta Administration Staff Person: David Kautz, Assistant City Manager/CFO Charlie Crossfield, Attorney. Justification Instead of pursuing the issuance of bonds to obtain reimbursement for the Behrens Ranch Public Improvement District (PID), the developer has elected to obtain traditional bank financing secured by the PID reimbursements for such purpose. The Developer's lender for the loan, Compass Bank, has asked for certain assurances including the City's consent to the assignment of the developer's rights and reimbursement payments to the lender. Fungi Cost: N/A Source of funds: N/A Outside Resources• N/A Backaround Information• In April 2000, the Behrens Ranch Public Improvement District (PID) was created. A PID is a defined area within the City or ETJ to provide additional services or infrastructure in the defined area and is paid for by specific assessments on property within the PID. Infrastructure improvements were made by the Behrens Ranch developer in the PID including Wyoming Springs road, utility improvements and drainage improvements. Assessments are being collected on various classes of properties in the PID which include open space, unplatted, platted and certificated lots. Cash is being accumulated for reimbursement. PID infrastructure improvements are completed. Public Comment, N/A 1 12 EXECUTED D0CUMENT ]FOLLOWS CONSENT TO ASSIGNMENT This Consent to Assignment is attached to and made a part of the Security Agreement— Pledge executed by Behrens Subdivision, Ltd., a Texas limited partnership ("Debtor") and Compass Bank("Secured Party"). (a) The City of Round Rock, Texas (the "City") on behalf of the Behrens Ranch Public Improvement District (the "PID") consents to the foregoing assignment and pledge by Debtor to Secured Party. (b) The City agrees that all reimbursement payments by the PID (after the deduction of the maintenance and operational expenses of the PID and reasonably necessary reserves) made to Debtor shall be paid directly to Secured Party, at the address for Secured Party provided herein,until otherwise instructed, in writing,by Secured Party and Debtor. (c) The City agrees that if an Event of Default occurs and Secured Party forecloses its security interest, then Secured Party shall become the owner of and shall succeed to all of Debtor's rights to and interest in the PID Reimbursements. (d) This Agreement is not an assignment of any of Debtor's obligations to the PID or the City under the Development Agreement or the PID. DATED: July , 2007 THE CITY OF ROUND ROCK,TEXAS On behalf of the Behrens Ranch Public Improvement District By /' , Mayor �2o--TF M �}LHN me Gee qtV Attest: k n Name: f_ ,L_ /i ST/A19. , Q AI Title: City Secretary R-o7-o7-�a-110 4808632v.1 MASONwODO (Jdmmaallle6 June 27 2007 Mr.James Nuse City Manager City of Round Rock 221 MainStreet Round Rock,Texas RE:Behrens Ranch Public Improvement District Dear Mr.Nuse: As you know, in April,2000,the City of Round Rock(the"City"),established the Behrens Ranch Public Improvement District, Ordinance G-01-02-08-8A9 (the "PID"), to reimburse Behrens Subdivision, Ltd. ("Developer") for costs of public improvements within Behrens Ranch, including water, wastewater, irrigation, road and drainage facilities,to include Wyoming Springs Drive, an arterial roadway,and an approximate 26 acre drainage channel(the"Improvements"). This letter is to document certain existing obligations of the parties relating to future payments out of PID proceeds to the Developer. Instead of further pursuing the issuance of bonds to obtain reimbursement for the PID Improvements, the Developer has elected to obtain traditional bank financing (the "Loan") secured by the PID reimbursements for such purpose. As a result,the Developer's lender for the Loan,Compass Bank,whose address is 1717 West 6th Street, Suite I10, Austin, Texas 78703, Attention : Commercial Real Estate Group (Compass Bank,and its successors and assigns being herein called"Lender"),has asked for certain assurances related to the obligations that the City has under the Development Agreement Concerning Behrens Ranch Public improvements District(the"Development Agreement")entered into between the Developer and the City on December 21,2000. First, the City acknowledges its continuing obligation to reimburse Developer for the Improvements, on not less than an annual basis,by the amount that any collected assessments and other available cash fiords received or accumulated by the PID exceeds maintenance and operational expenses of the PID and reasonably necessary reserves, as contemplated under the terms and conditions of the Development Agreement and the Behrens Ranch Public Improvements District Service Plan. Second,the City acknowledges the Developer's collateral assignment of and pledge of a security interest in(the"Collateral Assignment')all of the Developer's rights to and interest in such reimbursements under the PID to Lender based on the terms set forth in the documents related to the Loan. Finally, conditioned upon approval of the City Council,which will not be unreasonably withheld,the City agrees that all reimbursement payments by the PID (after the deduction of the above-referenced maintenance and operational expenses of the PID and reasonably necessary reserves)made to the Developer shall be paid directly to Lender, at the above-described address for Lender, until otherwise instructed, in writing, by Lender and the Developer. The Developer and the City acknowledge and agree that Lender is a third-party beneficiary of this letter agreement and that neither the City nor the Developer shall make any material changes to the agreements set forth herein without the written joinder of Lender. The parties hereto acknowledge that the City, Developer, and Beal Bank, S.S.B. ("Beal")entered into a letter agreement dated January 9, 2006(the"Beal Letter Agreement')under which the City on behalf of the PID agreed to deliver the first$750,000 of proceeds from the sale of bonds or payment of assessments by the PID to the escrow agent per the terms of the Beal Letter Agreement. M-0 1- 9-I lolo 1004 Mopac Circle, Suite 201 0 Austin, Texas 78746 • Phone. 512.306.8300 • Fax. 512.306.8399 R 7 Behrens Ranch Public Improvement District Page 2 Notwithstanding anything herein to the contrary, the obligations set forth herein shall be conditioned on and commence when the City has been released in writing from its obligations under the Beal Letter Agreement and has been provided evidence thereof. Please sign this letter below to indicate the City's acknowledgement and agreement to the terms set forth in this letter. lty, auresW. eredith President of Meredith Gressett,Inc., General Partner of Behrens Subdivision,Ltd. Accepted and Agreed to by City: City of Round Rock,Texas By Nuse,City Manager Ci of Round Rock,Texas Date: 7 /1©/ 2007