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Resolution 4939-05-2018
A Resolution NO. 4939-05-218 A RESOLUTION OF THE CITY OF FORT WORTH, TEXAS APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM FOR THE CITY OF FORT WORTH, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2018 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 17 (ROCK CREEK RANCH) ROADWAY IMPROVEMENT PROJECT); AND RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO. WHEREAS, Chapter 372, Texas Local Government Code(the "Act")authorizes the governing body(the "City Council")of the City of Fort Worth, Texas(the "City"), to create a public improvement district within the corporate limits and extraterritorial jurisdiction of the City; and WHEREAS, on December 6, 2016, the City Council conducted a public hearing to consider a petition received by the City on November 9, 2016 (the "Petition') requesting the creation of the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch)(the "District")to undertake the construction of certain public improvements described in the Petition(the"Authorized Improvements"); and WHEREAS, on December 13, 2016, the City Council adopted Resolution No. 4724-12-2016 (the "Authorization Resolution'), authorizing,establishing and creating the District;and WHEREAS, the City intends to issue the bonds to be designated "City of Fort Worth, Texas Special Assessment Revenue Bonds, Series 2018 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Roadway Improvement Project)"(the "Bonds")to fund certain improvements in the District as authorized by the Act; and WHEREAS, there has been presented to the City Council a Preliminary Limited Offering Memorandum relating to the Bonds(the"Preliminary Limited Offering Memorandum"); and WHEREAS,the City Council finds and determines that it is necessary and in the best interest of the City to approve the form and content of the Preliminary Limited Offering Memorandum and authorizes the use of the Preliminary Limited Offering Memorandum in the offering and sale of the Bonds by the Underwriter of the Bonds, Stifel,Nicolaus&Company, Incorporated, under the conditions outlined herein. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 1. THAT the recitals set forth above in this Resolution are true and correct and are hereby adopted as findings of the City Council and are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2. THAT the form and content of the Preliminary Limited Offering Memorandum, in substantially the form attached hereto as Exhibit A,are hereby approved with such changes,addenda, supplements ORT WO T 2180.021\63898.2 or amendments as may be approved jointly by the Chief Financial Officer / Director of Financial Management Services and the City Manager, or his designee, of the City. SECTION 3. THAT the City hereby authorizes the Preliminary Limited Offering Memorandum to be used by Stifel, Nicolaus & Company, Incorporated (the "Underwriter") in connection with the initial marketing and sale of the Bonds;provided that such Preliminary Limited Offering Memorandum shall not be released to the public without the approval of the Chief Financial Officer / Director of Financial Management Services or the City Manager of the City, or either of their respective designees, which approval shall be made in consultation with: (1) Hilltop Securities, Inc., the City's Financial Advisor; and(2)McCall Parkhurst& Horton, L.L.P. and Kelly, Hart &Hallman,LLP,the City's Co-Bond Counsel and Disclosure Counsel(collectively,the"City Advisors"). SECTION 4.THAT the City Council hereby delegates to the Chief Financial Officer/Director of Financial Management Services and the City Manager,or his designee,the authority to approve the release of the Preliminary Limited Offering Memorandum to the public for use in marketing the Bonds under the conditions outlined herein. SECTION 5. THAT the City Council shall be required to approve any changes to the Preliminary Limited Offering Memorandum in the event that the City staff, in consultation with the City Advisors, determine such changes to be material. SECTION 6. THAT the City Council shall be required to approve the substantially final form of the Final Limited Offering Memorandum SECTION 7. THAT the City staff is authorized and directed to do all things proper and necessary to carry out the intent hereof. SECTION 8. THAT this Resolution shall become effective from and after its date of passage in accordance with law. Adopted this 15th day of May, 2018. ATTEST: ���T moo. '�20 { Name: Ronald P. Gonzales Title: Assistant City SecretaryXAS ORT WQ EXHIBIT A Form of Preliminary Limited Offering Memorandum 2180.021\63898.2 CERTIFICATE OF ASSISTANT CITY SECRETARY THE STATE OF TEXAS § COUNTIES OF TARRANT,DENTON, PARKER,WISE AND JOHNSON § CITY OF FORT WORTH § 1, the undersigned Assistant City Secretary of the City of Fort Worth, Texas (the "Cfty"), hereby certify as follows: 1. The City Council of the City convened in Regular Session on May 15, 2018, at the scheduled meeting place thereof, and the roll was called of the duly constituted officers and members of said City Council,to-wit: Betsy Price Mayor Carlos E.Flores Councilmember(District 2) Brian Byrd Councilmember(District 3) Cary Moon Councilmember(District 4) Gyna Bivens Councilmember(District 5) Jungus Jordan Councilmember(District 6) Dennis Shingleton Councilmember(District 7) Kelly Allen Gray Councilmember(District 8) Ann Zadeh Councilmember(District 9) and all of said persons, except 00fl+-Ul VCAS , were present, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: the attached Resolution entitled: RESOLUTION NO. 9 39 —OS-a0 A RESOLUTION OF THE CITY OF FORT WORTH, TEXAS APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM FOR THE CITY OF FORT WORTH, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2018 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 17 (ROCK CREEK RANCH) ROADWAY IMPROVEMENT PROJECT); AND RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO was duly introduced for consideration and passage. It was then duly moved and seconded that said resolution be passed; and, after due discussion, said motion, carrying with it the passage of said Resolution, prevailed and carried by the following vote: Ayes: 2 Noes: —E— Abstentions: 2. A true, full and correct copy of the aforesaid Resolution passed at the meeting described above is attached to and follows this Certificate; said Resolution has been duly recorded in the official minutes of said City Council; the above and foregoing paragraph is a true and correct excerpt from said minutes of said meeting pertaining to the passage of said Resolution; the persons named in the above and foregoing paragraph, at the time of said meeting and the passage of said Resolution, were the duly chosen, qualified and acting members of said City Council as indicated therein; each of said officers and member was duly and sufficiently notified officially and personally in advance, of the time, place and purpose of the aforesaid meeting and that said Resolution would be introduced and considered for passage at said meeting; and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given,all as required by Chapter 551 of the Texas Government Code. [Signature Page Follows] SIGNED AND SEALED this day of—M�� ,2018. v FORT Xssistant City Secretary U City of Fort Worth,Texas TEXAS Signature Page to Assistant Certificate of Secretary NEW ISSUE NOT RATED EACH PROSPECTIVE PURCHASER IS ADVISED THAT THE BONDS BEING OFFERED PURSUANT TO THIS LIMITED OFFERING MEMORANDUM ARE BEING OFFERED AND SOLD ONLY TO A"QUALIFIED INSTITUTIONAL BUYER'"AS DEFINED IN RULE 141A PROMULGATED UNDER THE SECURITIES ACT OF 1933,AS AMENDED(THE"SECURITIES ACT').SEE"LIMITATIONS APPLICABLE TO PROSPECTIVE PURCHASERS"IIEREIN THE BONDS HAVE NOT BEEN REG15TERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED,IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 3(AH2)THEREIN. NO ACTION HAS BEEN TAKEN TO MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,PRICES,YIELDS, QUALIFY THE BONDS FOR SALE UNDER THE SECURiTIFS I_AW.c OF ANY SLATE AND CUSIP+N'U1.43tiRS PRELIMINARY LEHITED OFFERING MEMORANDUM DATED--,2011 Mrhe,p—tie o,(Co-BrmdCou 1.inmresron rhe Bon Js ort!!Merclndyblefvm gross Income/or%derat income Lae purpare,u.uier extvrin% CUSIPPrefix_349500.1 law.s,,IeN e,the-avers it,. had under"TAXM4TTER5"herein See"TAXMAPTERS—T'ux Ekempoon"herarn jw n dtscua m ofCo- RandCouroei'soplrsio,.h,@ng a dnscripeon ofee—,alrernavve minimum tae conseyuoneesf p..o s. $ S CITY OF FORT WORTH,TEXAS, CITY OF FORT WORTH,TEXAS, (a muniapal corporation Fthe Slate of Texas located in Tarrant,Denton,Parker,Johnson and Wise Co-ties) (a municipal corporation of the Stade of Texas ionated in Tarrant,Denton,Pnd—,Johnson and Wise Chanties) SPECIAL ASSESSMENT REVENUE BONDS,SERIES 2018 SPECIAL ASSESSMENT REVENUE BONDS,SERIES 2018 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO 17(ROCK CREEK RANCH) (FORT W ORTH PUBLIC IMPROVEMENT DISTRICT NO.17(ROCK CREEK RANCH) ROADWAY IMPROVEMENT PROJECT) ROADWAY IMPROVEMENT PROJECT) Dated Dah: ,2018 Due:September 1,as nhown tie the inside carer $ a o Tenn Bonds,Due S Lumber 1,20J Pncad to Yeld %,CUS]P 349506 t^iro'r'i fed—to Aeerue from Dale of Delivery _—..... eP _._ Tk Citi ol'Fon Worth.Texas,Special Assessment Rin-enue Bunds.Series 2018(Fort Worth Public Im}ravemem Disine[No.17(Rrxk Creek Ranch) Roadway Improvement Prjc,t)(the"Bonds'),are kingiuued b}die Cliy-FEW Wonh,Texas(the'Citv'J-The Rolla rill beiuued in Cully registered $__ i/Tauri Bonds,Due September 1,20.Pnudlo Vleldio;CUSIP 349506_I'•ro0 form,without coupons,th euthonnd demm�ivatinna of SI00,000 of principal amount and any inRgrd multiple of 55,000 th exwas Ihemol Lie Beed, gill bear inmrest at rix rates act Forth w We inside ver,calculated on dtc bads of a 3fillday year of twcive 30-day months,pe5 able on March i,201 v, $ %Term Bond,,Due September I,20�Priced to Yield °e;CUSIP 344506 and on each Sepwmber l and Minh l tzoreinfer.until maturity m earlier.,dcmption The Bnndsvviil k rcgiamred w the oxine of Cedc A Co.,az nomirce —— i of The Deposkory Trust Compare I DTC I.N—Yerk,New York.No physical d bery of the Bands will be made m the be ief-al owners th-11 For sh long as the book-entry only syatan is mainmise4 the principal of and Inmmst on the Bonds will k Paid Dom the sources described herein by BOKF. —----' - -'— N"A.,u wsme(the"Trusmc'),to DTC az the invite ed owner thereof S BOOK ENTRY ONLY SYSTEM." o) jglP F,ms tided ao1cN rrz tho ow f oma>(de Bolla CUSIP it a rngimwd nMemuk of w Anwncan The Bonds arc being iuued by the Cit)"pursuant m die Public ImProvcmem District Assessment Act,$ubchapw,A of Chapter 372,Terns Lhcm Benkn ll S1Pd I.a-"p'"dud tw WSIP bei Suvima,,mw8ed try P bbel Mark U it gvmoa ov M1e1Wf Crave em Code az ended(the'PID Act'),an hod—adopted to the City Cow)of die City(The"City Cowart')on 2018,and an mTk A,rc eon Banker:Aamaiadon.Ihia rima u Beaded m aeate o dowiaw and dors uoi aervc N a r aubmtme f mm am Indenlwo OC husk dated as of 2018(the'Lnderuero),ham din by and ktween the C,N and the Tmsmn. the CU91P Servi°as CUSff rrvmbem arc RuaMed fm mnrevicvice"[«fmnnoe mdp.IJmx"[tM1CGty.the C,"'.Financial Advises Procwda of We B ds will be uud m proside finds f ()paying a portion ofthe costs of the Roadwry Itnproroments(m deUned herein)vilhin the or de urt to Wes ao_ aPo ti 1 5,k f aab nummn Wesmm Imprmcnxnt Are,I.i C ed ho n)of In,D"etri k(r)Paving a porion of the io—A on the Bond,daring and after the period of aequisition mi ill b— ) -Id --I.m'oa m tom d me 1 a d,e op f ere c,ly,Puraaont io Mo Terme andat and wrsstrhenno 'the Roadway lmpm'emenb.(i)fording a reume fund for the payment ofiewipal of and imemst on dor Bonds,and(I,)paying the tM1e rrdvmpdoupriws.est foMhemiv wrier`DESCI2II'1'ION Op TfiE[30NDS Rrdnmptun Prn.iaiovs. costs of issuance hf the Bonds. See THE MAJOR IMPROVEMENTS AND ROADWAY IMPROVEMENTS"and-'APPENDIX B—Form of «+ Trio&,Ms aF ileo sugsai m m:,mWmry sinL'vg find reJe.1h-aN 1vamduury opihml rodempdw v daanbsd Miain hada Indmt=."Capimlivnd mans vol otheme,defined herein shell here the meanings assigned m them in the Indenture ^DESCRIPI n III PCIKI I—Redwwiinn 11•1ai"ns" The Bunds,when issued and Jekvered,will eonsnmm valid and binding special oNiganons nCihe City ps'able uiely from and ucured b,-the Pledged 1(evenues,consisting pdmmily of Roadway Improvement Special Assessmenm all other finds comprising rix Tmst Esmm I.defined herrn)levied againstassessable propertiesinthe Wesmm imp—inen[Ama ofb,Districtin—dane,.,the S—w' and Aie-enent Plw,all-the extent andupm dor cmdaiom described hercm.The Bands arc nm payable Gan Curds raiud m m k raised Gom tavuon.See"SECURITY FOR TIIE BONDS" The Bands art wb,ea to redemption in rix sine.,th IIIc ll—ori,aat the redemption Prices more fully described herein hailer a.subcapum "DESCRIPTION OF'IHE BONDS—Red—John Provisions." The Bonds ievdve a high degree of risk and are not suitable for all investors See"BONDHOLDERS RISKS"and"SUITABILITY FOR INVESTMENT."Proytertive pvrthaaers should rarefa0y evaluam the riaka and merits of ere investment in Ne Bonds,should ronault with their legal and J ncisl adrisors before tonaidenng a purchase n!th<Boedr,sed Amid be willing to bear[he risks of tau of their invertmem in the Bonds.The Bonds are eat credit eoTI haeced or rated and eo applicatim has been made far a rating tie the Bonds THE BONDS ARE SPECIAL OBLIGAONS OF THE CITY PAYABLE SOLELY FROM THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE,AS AND TO THE EXTENT PROVIDED IN THF.INDENTURE.THE BONDS DO NOT GIVE RISE TOA CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY FROM THE SOURCES IDENTIFIED IN THE INDENTURE THE OWNERS OF THE BONDS SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION.OR OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES,AS AND TO THE EXTENT PROVIDED IN THE INDENTLRtE. NO OWNER OF THF.BONDS SHALL HAVE THE RIGHT TO DEMAND ANY EXERCISE OF THE CITY'S TAXING POWER TO PAY THE PRINCIPAL OF THE BONDS OR THE INTEREST OR REDEMPTION PR EMIUJM,IF ANY,THEREON.THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OU OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE.SEE "SECURITY FOR THE BONDS' This wrm pogo wntaiss certain eilomsauhn far Ruiek,,f—hes Daly.It is hal a summary of the Bmda.Im-esmm must reed this entire Liroifed OHering Memorandum m nblain infitmeuon csuntiai[o the making oCanie[ed invxsimen[derision. The Bonds ere oRered for delivery when.as,aid iCissucd by 0,City and accepted by the Unde,, r.subject m,ihh-g other thing,,rix Vp—M o[the Bonds by the Atiomey General of Texas and the receipt of the opinion of Kelly,Han A Hallman LLP and McCall,Parkhurst A,Hinton L.L.P.,Co- Bond Cowui had GrDiulosme Cowul m the City,as m Ne validity ofthe Binds and the excludability of inkresI da,em hon goon ince—fm Imeril time w purposes.See or "APPENDIX D—Fm of Opinion of Co-Bcad Cowael"Certain legal ineaers sill be passed upon fUnderwriter or the III its ounul.Brewwell LLP.and far a,Decelopa by Aday Gaff PC.PLLC and by Shupe Ventura,PLLC,Special C—In rix Ues'eloper.I[is expected that the Bonds,ill kdelivered inbook- loon,through de fecilifiesuf DTCon—bout. 2018. t STIFEL #5632221.14 95632221.14 AREA LOCATION MAP OF THE DISTRICT CITY OF FORT WORTH,TEXAS CITY COUNCIL Tam Epi— Nemec Place Mfil) Betty Price Mayor 2019 Cams Flom Diahi.2 2019 Brim Ryrd Disuia3 2019 Cary Moon Dubia4 2019 GYM Givens District 5 2019 longus Jmdan Dielrict6 2019 •-�• D—im Shinglaon tliso-ia7 2019 ��`__ ••\ Allen Gray Diauicl8 2019 Ann _ r Arm Zadeh INstricr9 2019 L__�, -- CITY MANAGER CITY SECRETARY MIFF FINANCIAL OFFICER I I r David Cooke Mary I Kayser Avon 1.Bwoa _J SPECIALASSESSMENTCONSULTANT +T \ \ "�- D—lopment Planning&Financing Omup,Inc. PHI ADMINISTRATOR --1 Municap,Inc. FINANCIAL ADVISOR TO THE CITY `\� Hilltop Severities,mc. \ CO-BOND COUNSEL&CO-DISCLOSURE COUNSEL TO THE CTTV \ ••�`-—.J—_1 Kdly Han&Hallman LLP M<Call,Parkhurst&Horton L L.P. UNDERWRFTER'SCOUNSEL Bracewell LLP ' For additional information ragardincon— A B the Cih.Please conrarz Avon J.Bwm Bon oyd Ldon Cbief Financial Officer Hilltop S—ities,Inc. City ofFw Wor04 Texas 1201 E)m Strut 2DD T Strut Suite 3500 Fon W—,Texas 76102 Dallas,Texas 75270 �r (817)392-8517 (214)953.4013 9 ®�WDII B811vBt•AID4B61'IUBINCI A_bw ortvorffie a.w boyd.Ion Il tiea.cam _ AAaMALL I �gtpary� m(df g don(aJbi topaevm Q _eueam ®RR,®N7MWrLTIrMrL 7l X5632221,14 45632221.14 ROCK CREEK RANCH AND TARLETON STATE UNIVERSITY SITE REGIONAL LOCATION OF ROCK CREEK RANCH DEVELOPMENT tv w.. � uwvbe • �� Iyo.ei.bue ® N.ro y s � ry � p GaryrR Q D.Ik. wnwam � • • R Lo d A�ICGI•[Mlgl � • � �� �r.ru emw. omo. iwo.r ww. Q Oo 9k .... iv v #5632221.14 45632221,14 MAP SHOWING.BOUNDARIES OF EASTERN IMPROVEMENT AREA MP THE WESTERN IMPROVEMENT AREA AND EASTERN IMPROVEMENT AREA OF THE DISTRICT WESTERN IMPROVEMENT AREA _fTmrl",r i �t 1 X5632221,14 X5632221.14 FOR PURPOSES OF COMPLIANCE WITH RULE ISC2-12 OF THE SECURITIES AND EXCHANGE CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS LIMITED OFFERING COMMISSION AS AMENDED AND IN EFFECT ON THE DATE OF THIS PRELMUNARY LIMITED MEMORANDUM CONSTITUTE"FORWARD-LOOKING STATEMENTS"WITHIN THF.MEANINGOF THE OFFERING MEMORANDUM,THIS DOCUMENTCONSTITU'rES AN OFFICIAL STATEMENTOF THF CITY UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,SECTION 21E OF THE WITH RESPECT TO THE BONDS THAT HAS BEEN"DEEMED FINAL"BY THE CITY AS OF ITS DATE UNITED STATES EXCHANGE ACT OF 1914,AS AMENDED,AND SECTION 27A OF THE SECURITIES EXCEPT FOR THE OMISSION OF NO MORE THAN THE INFORMATION PERMITTED BY RULE 1 SC2-12. ACT.SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH AS "PLAN.""EXPECT,""ESTIMA'T'E,""PROJECT,""ANTICIPATE,""BUDGET'OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SIKH EACH PROSPECTIVE PURCHASER IS ADVISED THAT THE BONDS BEING OFFERED PURSUANT FORWARD-LOOKING STATEMENTS INVOLN`F KNOWN AND UNKNOWN RISKS,UNCERTAINTIES AND TO THIS LIMITED OFFERING MEMORANDUM ARE BEING OFFERED AND SOLD ONLY TO A OTHER FACTORS WHICH MAY CAUSE ACTUAL.RESULTS,PERFORMANCE OR ACHIEVEMENTS "QUALIFIED INSTITUTIONAL BUYER"AS DEFINED IN RULE 144A PROMULGATED UNDER THE DESCRIBED TO BE,MATERIALLY DIFFERENT FROM ANY FUTUPE RESULTS,PERFORMANCE OR SECURITIES ACT OF 1933,AS AMENDED(THE"SECURITIES ACT"). SEE"LIMITATIONS ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.THE CITY APPLICABLE TO PROSPECTIVE PURCHASERS"HEREIN. EACH PROSPECTIVE PURCHASER IS DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING RESPONSIBLE FOR ASSESSING THE MERITS AND RISKS OF AN INVESTMENT IN THE BONDS, STATEMENTS IF OR WHEN ANY OF ITS EXPECTATIONS OR EVENTS, CONDITIONS OR MUST BE ABLE TO BEAR THE ECONOMIC AND FINANCIAL RISK OF SUCH IN VESTMENT IN THE CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR,OTHER THAN AS DESCRIBED BONDS,AND MUST BE ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.CERTAIN UNDER"CONTINUING DISCLOSURE"HEREIN. RISKS ASSOCIATED WITH A PURCHASE OF THE BONDS ARE SET FORTH UNDER "BONDHOLDERS'RISKS"HEREIN. EACH PURCHASER BY ACCEPTING THE BONDS,AGREES THE TRUSTEE HAS NOT PARTICIPATED IN THE PREPARATION OF THIS LIMITED OFFERING THAT IT WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGEMENTS AND MEMORANDUM AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF REPRESENTATIONS DESCRIBED UNDER THE HEADING`LIMITATIONS APPLICABLE TO ANYINFORMATION CONTAINED IN THIS LIMITED OFFERING MEMORANDUM OR THE RFI.ATED PROSPECTIVE PURCHASERS."FURTHER,EACH INITIAL PURCHASER OF THE BONDS SHALL BE TRANSACTIONS AND DOCUMENTS OR FOR ANY FAILURE BY ANY PARTY TO DISCLOSE EVENTS REQUIRED TO DELIVER TO THE CITY A LETTER OF REPRESENTATION PRIOR TO THEIR THAT MAY HAVE OCCURRED AND MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF SUCH PURCHASE OF THE BONDS,IN THE FORM ATTACHED AS APPENDIX J. INFORMATION. NO DEALER,BROKER,SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZEDBY THE CITY Oft THE UNDERWRITER TO GIVE ANY INFORMATION OR MAKE ANY BEEBESEITATIONS,OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM,AND IF GIVEN OR MADE,SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN ALTHOMEDBY EITHER OF TIIE FOREGOING.THIS LIMITED OFFERING MEMORANDUM DOES NOT (REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK) CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY AND THERE SHALL BE NO OFFER,SOLICITATION OR SALE OF THE BONDS BY A-NY PERSON IN,ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER SOLICITATION OR SALE. TILE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH,AND AS PART OF,ITS RESPONSU31UTIES TO INVESTORS UNDER THE UNITED STATES FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THUS TRANSACTION. THE INFORMATION SET'FORTH HEREIN HAS BEEN FURNISHED BY THE CITY AND OBTAINED FROM SOURCES,INCLUDING THE DEVELOPER WHICH ARE BELIEVED BY THE CITY AND THE UNDERWRITER TO BE RELIABLE, BUT IT IS NOT '.. GUARANTEED AS TO ACCURACY OR COMPLETENESS,AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF THE UNDERWRITER. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE,AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM,NOR ANY SALE MADE HEREUNDER,SHALL,UNDER ANY CIRCUMSTANCES,CREATF.ANYIMPLICATION THATTHERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CITY OR THE DEVELOPER SINCE THE DATE HEREOF. NEITHER THE CITY NOR THE UNDERWRITER MAKE ANY REPRESENTATION AS TO TILE ACCURACY, COMPLETENESS,OR ADEQUACY OF THE INFORMATION SUPPLIED BY THE DEPOSITORY TRUST '.. COMPANY FOR USE IN THIS LIMITED OFFERING MEMORANDUM. THE BONDS HAVE NOT BEEN REGISTERED ENDER THE SECURITIES ACT OF 1933,NOR RAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939,IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH LAWS.THE REGISTRATION OR QUALIFICATION OF THE BONDS UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THEY MAY HAVE BEEN REGISTERED OR QUALIFIED,IF ANY,SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF.NONE OF ANY SUCH JURISDICTIONS,OR ANY OF THEIR AGENCIES,HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM. '.,. #5632221.14 v" #5632221,14 ,x TABLE OF CONTENTS Dedication of Land for Public Safely Ufigtai--TbeCity...............11111111...1111. 72 Faeihty ........._.....58 Litigation-The Developer. .... 72 INTRODUCTION. - -_...I ASSESSMFNTPROCEDURES 1.1.11... - .......JO TILE SPECIAL ASSESSMENT CONSULTANT.Sx SUITABILITY FOR INVESTMENT 1111.73 PLAN OF FINANCE ........ ............2 General .. .. ..............30 "" ""' THE PID ADMINISTRATOR73 Development Plan 1111.. 1111 .2 As essment Methoddogy .. 1111._..30 ...............56 ENFORCEABR,ITY RE. � S 1111.1111. The Western Improvement Area and Collem-and Enf rcement of APPRAISAL OF PROPERTY WITHIN THE NO RATING 1111 _1_111. ..........73 E-am Improvement Area and the Roadway Improvement Special DISTRICT. .. ................58 Urhio,-. 3 Assessment Amounts .......35 The App, I ... 1111 11115fl CONTINUING DISCLOSURE... 1111.73 University Property ...... .1113 Roadway Improvement Special Value m Assessment Hud-Rano ...._......60 � City..... 1111. 1111..73 5 36 The Bonds 1111.. 1 111... 1111... Assessment Amounts ............. ........ Cmnplianre svi Ut Prior Undertakings- Prepayrnem of Specud Assessments.......... Dee ....36 HONDHOLDERS'RIrtatimSKS .......... 1111 60 City..... 1111 1 111 74 DESCRIPTIONOFTHF,BONDS.. 11116 med Aepreremamb rad The Developer 74 1 111.1 General Dexnpnon .,....... ...,b Priority of Lien... _... ....37 Acknowledgment by Purcbasera 1111.........6t C'umphance ith Prior Undertakings Redemption Pmvtsions_......,.. ,.,,.....6 For lonere Proceedings 1111. 1111..37 Assessment Limitations. 1111. per ......... 1111... 1111,61 Developer,.,,., .74 THECITY ..............3x Reallocation ofMaj-Improvement BOOK-ENTRY ONLY SYSTEM.. ----...8 Bground .........38 Assessments and Road-y UNDERWRITING. 75 .. ....... ack LIMITATIONS APPLICABLE TO PROSPECTIVE City Government. 1111... .........38 tripro..-Assessments 1111...63 REGISTRATION AND QUALIFICATION OF PURCHASERS..... 1.1.1..1.... .........-. 11 THE DISTRICT 1111 ...... 111 1..38 Risks Related to the Currsut Anal Estate BONDS FOR SALE .. 11 1..1.....75 Market 63 SECURITY FOR TUEBONDS...... 1111..12 General 1111. 111135 Qxn tine .,,63 IEGALINVESTMENT ANDFLIGIBILITY TO Ge drat 1111 1111. 1111...12 Powers and Authority 1111... 1111 39 Loss of Tex Exemption.. ... 63 SECURE PUBLIC FUNDS IN TEXAS ......75 Merged vrnu ..1111.. .........12 THE MAJOR IMPROVEMENTS AND Bankruptcy ....... Collection and Deposit fR dwey ess,......,....ti4 INVESTMENTS ..1111.76 pecan ROADWAY IMPROVEMENTS... 1111.39 Damrt and 0-flappingarastlebtedness, Trap-Irl S IRs essment �' INFORMATION RELATING TO THE tie I ..39 Assessments and Tax s 1111 64 Revenues. 1111 73 Description fffieMJ 1 povemems ...40 Depletion of Reserve Fund,No � �� TRUSTEE........ ......... 1111..78 Unconditional Levy of Assessments 1111 14 Roadway Improvements,...... ...40 Prefunding ofDelinq ency and SOURCES OF INFORMATION ...78 Pert ted SecuntyInterest __.14 Non-PID Related lm Is... 1-41 Pre [Reserve Acccvnt 1111.._........64 Pledged Revenue Fund 1111. .._IS provemen 1111. ps S.b General...... 1111,.78 Bond Fund,... ........ ..15 Outside-Dtsmc[Roadway Hazardous Substance 1111. ........64 Souteeof Cetwnlnfonnatmn 1111..78 R serve Fund.. ............ 1111..t6 Improvements 1111. 111141 Begulati ondholo 1111... 1111.,111165 Exp ns....... 1n 1111.79 Delinquency and P epayment Reserve Ownership and Ma ntenancc of Bondhdde R. .dies and Updating orandrLi..d Offering Accoumofthe Reserve Fund 1111...16 lmprovemems 1111.. _..42 Bankruptcy 1,, 1111. 111165 Memorandum 1111 1111..79 NOAcceleratton 1111.bb Administrative Fund 1111 17 THE DEVELOPMENT 1111 43 �- �'��- FORWARD-LOOKING STATEMENTS 1111 79 Pmect Funtl.. 1111.17 Ov , ., Bankrightsaprq imaunm Hondholdtti j 43 Rights 1111 1111 66 AUTHORIZATION AND APPROVAL .79 tkveloper Contnb non Fund.. 1111.76 Develop-,plan ... 44 Management and Ownership _...66 PaymentofCosts oftheRoadway Financing Agm t ..45 General Risks fReal Estate Investment APPENDIX General lafeuu,ii nRegarding the Improvement .. ..18 PIDReimburneme tAg meat .. ...46 Def none ..19 City Facilities Agre t ..47 and- lop t ......67 City and Surrounding Area A-1 E is of Defeat ..19 Market Smdy Sum ary „47 Depend. er Developer and APPENDIXB Form ofIndentureB-1 R .dies to Event of Default- 20 Engineer's Report Summary ..50 Land e F 11-1. 1 67 APPENDIX C Foam of Service end Assesmnem Restucnon oa Ow>ter's Actions 111,20 Environmental..._ 1111... .......52 Dependen Future Roadway Plan C-1 Application cfRevenues and Other [mpr is ...._...........68 APPENDIXU Fnmso£Opinion of Co-Hond Moneys After EventIJ ofUefault ,...2/ IOEDEVELOPER.... 1111 ...53 Agri-I-I e Valuation and Counsel D-I Investment or DepositofF-Ib 111122 General _ 1111 __.53 Redemption Rights.. ......._.......68 APPENDIX EI Form ofDi,.I.re Agr-ear of Desai ti of Devdn 1111 53 the Issuer E-1 Addition Entomb 1111.. _22 p ono p r 1111 TAXMATTERS 1111 1111..._69 lleveloper TexasP Jen 1111 54 APPENDIX E-2 Farm of Disclosure Agreemen[of Additional Obligatins 1111.. 1111.22 "iii Tax Ex. pit ....1111..69 Rmrgantzauon of Cera C adian ���� the Developer E-2 SOURCES AND USES OF FUNDS 24 Affiliates of Lend woe and Tax Aceo u g T tment of Discount and Premum on Cenain Hinds ..70 APPENDIX Apprusel of the District F-I DEBT SERVICE REQUIREMENTS-THF. Developer... 1111. 11,,1155 Fulureand Proposed Legalmwn 1111......�7I .IPPENDIXG Form ofPID Reimbursement BONDS ............ 1111. Cu rat Defaults._ ..... 1111.55 Agreement G-1 --' "-""""_'.25 M rketin ofthe Uevelo meat InfoWithho Reporting and Backup g p .. 1111,SS A'ithhddtng1111 71 APPENDIX H Market Smdy H-1 DEBT SERVICE REQUIREMENTS-THE Executive Biogmphy ofPrincipais of -- APPENDIXI Engineer's Report 1-1 BONDS AND THE MAJOR IMPROVEMENT the Developer 1111.....56 LEGAL MATTERS ................... 71 APPENDIXI Investor Letter J-1 BONDS ......... ... .........26 Acgmsitionofthe Properly m the Legal Proceedings.......... ......._...,.......71 APPENDIX Financing Agreement K-1 OVERLAPPING TAXES AND DEBT .........27Ihstrici......... ......... 1111...57 Legal Opinions 71 ......... 1111.. 95632221.14 M5632221.14 LIMITED OFFERING MEMORANDUM PLAN OF FINANCE $ Development Plan CITY OF FORT WORTH,TEXAS, (amunicipal corporation of the State of Texas located in The Distrix contains approximately .1,756 acres generally located in the southwest portion of the City on Tarrant,Deaton,Parker,John—and Wise Counties) either side of Chisholm Trail Parkway,south of McPherson Boulevard and north of Farm to Market Road 1187,As SPECIAL ASSESSMENT REVENUE BONDS,SERIES 2018 described below,the District consists of an Eastern Improvement Area and a Western Improvement Area.Plans for (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO,17 the`RecA Creek Rauch"development(the"Development')which consists of the Western Improvement Area and (ROCK CREEK RANCH)ROADWAY IMPROVEMENT PROJECT) Eastern Improvement Area,are in the preliminary smge,and currently contemplate approximately 4,919 single family residential homes,approximately 2,520 multi-family residential units,and approximately 7,780,000 square feet of INTRODUCTION amneclenil space.The terms"Eastern Improvement Area'and"Western Improvement Arco"together deacribe.11 of the property within the District,The boundanea of the District,and the Eastern Improvement Are.and Western The purpose of this Limited Offering Memorandum,including the cover page,inside cover and appendices improvement Area are shown in the"AREA LOCATION MAP OF THE DISTRICT'and':MAP SHOWING hereto,is to provide ca min information in concxction with the,--and safe by the City of Fort W orh,Texas BOUNDARIES OF THE EASTERN IMPROVEMENT AREA AND THE WESTERN IMPROVEMENT AREA OF (the"City")ofits Si....._.,__aggregate principal amount of Special Assessment Revenue Bonds,Series 2018 THEDISTRICT on pages iii,iv and v. Additionally,work has begun on the future satellite campus for Tarleton (Fort Worth Public Improvement District No.17(Rock Creek Ranch)Roadway Itnp—mo—Project)(the"Roods"). Some University(the"University')locared within the Western Improvement Area of the District.Current University plan nclude an initial 76,000 square foot building for classrooms and administrative offices to open in Fall 2019 to PROSPECTIVE INVESTORS SHOULD BE AWARE OF CERTAIN RISK FACTORS,ANY OF WHICH, be followed with two subsequent development phases with plans to accommodate up to 9.000 students. IF MATERIALIZED TO A SUFFICIENT DEGREE,COI ILD DELAY OR PREVENT PAYMENT OF PRINCIPAL OF AND10R INTEREST ON IHE BONDS_THE BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL All of the property within the District except for the University Property(as defined below)is arently INVESTORS.Seo"SUITABILITY FOR INVESTMENT'and"BONDHOLDERS'RISKS." weed by entities affiliated with Walton International Group(USA),Inc.,an amens corporation("Walter USA"). The arrant landowners within the Diona are:(1)Walton Texas LP,a Texas limited partnership 'Walton Texas,"a The Bonds are being issued by the City pursuant to the Public Improvement Distrix Assessment Act, wholly-owned subsidiary of Walton USA),(2)WUSF 4 Rock Creek,LP,a Texas limited parmaship f'WUSF4"),e Subchapterex A ofChapwr 372,Texas Local Government Code,as amended(the"PID Act"),the of dirmove authonxing wholly owned subsidiary of Walton U.S.Land Food 4,LP,a Delaware partnership C"Land Fund 4"),and(3)WUSF the issuance of the Bonds a—d by the City Council of the City(the"City Council")a_ ,2018(the 5 Rock Geek Past I,P,a Tazas limited parmarchip("WUSF5"),awholly owssed subsidiary oY W altos U_S.Land F and "Bond Ordinance"),end an]ndanmre of Trust,dated ns of 2018(the`Yndenmro"),entered into by ami 5,LP,a Delaware partnership("Land Fund 5"),WUSF5,Walton Tmo,and WUSF4,aro collectively refared to as between the City and BOKF,N.A.,w trustee(the"Trustee").The Bond,will be seamed by a portion of the special the"Landowner,"Land Fund 4 and Land Fund 5 are not landowners within the District. ssesamerts("Roadway Improvement Special Assessmernis")levied against assessable property located within the Westernlmprovement Area(asdefinedbe)ow)ofFort Wonh Public Improvement Distract No.17(Rock Creeklianch) Walton Tears entered into a purchase contract for the property within the Western Improvement Area ofthe (the"District")pursuant to an ordinance enacred by the City Council on`-.....J 2018(the"Assessment District with the Siete of Texan on October 24,1013 for a purchase price of$12 000,000 and such property was Ordinance") banafened by deed on J-4,2314.Fod—ing a series m tranaaxiona,the Yast of which occurred on lune Ie,2014, Walton Texas now owns an undivided 51 tenancy-in-common interest and WUSF4 now owns an undivided 95% Reference is made to the[ndenmre fora full statement of the wthority f,and the terms and pro, ns of, tenancy-m—nomon interest in the property within Western Improvement Area. the Bonds. All capimliud farms used in this Preliminary Limited Offering Memorandum that ace not otherwise defined herein abali have the meanings set forth in the Indenture.See"APPENDIX B—Foran of ledenmre." Walton Texas and WUSF5 entered into a purchase contract for the property within the Fastem Improvement Arco with the Sate of Texas on October 24,2013 for a purchase price of 510,750,M0 and such prTeny w Refacasces to web site addresses presorted herein are for mfort—vto al purposes and may be)n the form of vansferred by dead on August 27,2015.Following a series of transactions,the last of which reamed on November a hyperlink solely for the readers'convenience. Unless specified otherwise,such web sites and the information or 12,2015,WUSF5 to undivided 95%tenancy-in- interest and Walton Texas owns en undivided links conained therein are not incorporated into,and are not part of,this Limited Offering Memorandum. 5%tenon ywin-common Interest in the property within the Fsfam Imp—murt Area. Set forth herein are brief descriptions of the City,the District,the Assessment Ordinance,the Bond On December 15,2016,Walton Texas and WUSF4 donated eighty(80)acres of land within the Western Ordinance,the Service and Assessment Plan(as defined herein),the PID Reimbor—t—1 Al ocrr m(as defnrd improvement Area(the"University Property")to the Texas A&M University System,an agency ofthe Sate ofTm,s, herein),the RadeepumdWaiver Agreement(as defined herein),and the Financing Agreement(aa defined herein), f theuse,and beneft oflha University. Walton Development&Management IN,LLC,a Delaware limited liability company("WDM"or the"Developer"I Development Planning&Financing Group,Inc(the"Special Assessment Consultant)and Muoicap int,.(the"PID Upon their acquisition oftheDistret Property the Landowners retained Walton Development&Management Administrator'),together with summaries of terns of the Bonds and the Indenture and certain provisions of the PID TX,LLC a Delaware limited liability company("Developer'a"WDM")to perform certain preliminary development Act.Allref-ce,ham n to such doaments and the PID Act are qualified by reference to such comments or such concept planning services W long as the Landowners own the property within the District,administer the property PID Act in that entirety and all references to the Bonds are qualified by reference to the definitive fortes[hereof and within the Distrix Bah Walton Texas and WDM are affiliates of Walton USA, the information with mspen therein contained in the Indenture.Copies of these documents maybe obained during the period of the offering of the Bonds from the office of the Underwriter. The Form of Indenture appears in Independent of the preliminary development concept planning services it provides m Landowners,the APPENDIX B and the Furor of Service and Assessment Plan appears as APPENDIX C.The information provided Developer began overseeing the constnsctiou of the major infrastructure,consisting of warn and sanitary sewer under this caption"[N'TRODUCTION"is intended no provide a brief overview of the information provided in the improvements benefiting and serving the entire Disbiet(the"Major fmpmvasents')in October 2017.Development other captions herein and is not intended,and should not be considered,fully mprewnmfive or complete as to the of the District will continue begium.g in May 2018 with development of road improvements benefitting only the subjects discussed hereunder. Western Improvement Area of the District(the"Roadway Improvements").gee"THF DEVELOPMENT— Development Plan." 1 2 #5632221.14 05632221 14 The Western Improvement Area and Earlern Improvement Ares and the District established in 1899 and is a member of the Texas A&M University System with its main campus in Stephenville, Taxasashoo scoth.e.tudFmtWmrm.The Univ rsity has provided undergraduate and graduate degree programs The Westem Improvement Area and Eastern Improvement Area are two separate and distinct areas of the in Fort Worth since 1976 and cu endy off 48 degree programs.The University has no permanent campus in Fort District.The first phase of rhe Dismays development consists of crosnOm of the M,Im Improvements in both the Worth but rents a variety of office space in which to held its classes and programs.Upon opening,Tadeton State Westem Improvement Area and Easteo Improvement Area.The total cost of the Major Improvements is University Fon Worth will be the only public four-year state university,granting degrees with a major campus in Fon approximately 5x,483,636(the"Mor Improvements Cosi').In connection with the issuance ofthe City's Special Worth, Assessment Revenue Bonds,Series 2017(Fon Worth Public Improvement District No.17(Rock Crede Reach Major Improvement pr jar)(the"Mjor Improvement Bonds"),the City allocated$4,497,068 of the Major Improvements The University sees the donation of 80 acres of land from Walton Texas and WUSF4 to be an opportunity to Cost to the Eastern Improvement Area and$3,986,568 to the Western Improvement Area based on the estimated establish a permanent campus in Fort Worth that world house all tits programs and students on he same camps. buildout value end development plan at the time of the Mjor Improemem Bands.The Service and Assessment Plan The University's smdem enrollment draws heavily from the area direcdy southwest of Fort Worth and also draws a has been updated m couneesion with the issuance of the Bonds and the dlocauon of the Major Improvement Costs large number of students from Tarrant County Commonly College and surrounding community colleges,making a based im the most recent development plan and estimated build out is$4,107,(A I to the Ease.Improvement Arca camps located in the southwest Fon Worth area an ideal location for the University. and$4,376,595 to the Western Improvement Area.See"BONDHOLDERS'RISKS-Reallocation of Major Improvement Assessments and Roadway improvement Assessments"and"APPENDIXC-Form of Service and The University has commissioned a master plan for development of the entire 80 acres as an extended camps '.. Assessment Plan." and has hired a contractor for development of the first phase of construction of the campus on the sire.Tho ground breaking for the first phase of construction occurred in Fall 2017 with the new campus opening scheduled for the Fall Tho future derylopmemoflms within the Westnm lnprovemenr Area necessitates the conswction ofurtan 2019semeaer.Commit twollenem in the University's Fon Worthprogramsisapproximatcly 2,000 students,but the roadway improvements within the Western Improvement Area(the"Roadway Improvements")as set forth in the University estimates that by the time the new campus opens in 2019,student enrollment will be between 2,500 and Service and Assessment Plan and the"Fi...6.g Agreement and Limited Amendment to PID Reimburxmem 3,000 students Agreement-City of Fon Worth/Rock Creek Ranch I Chisholm Trail Ranch-Brewer Road Project"(the"Financing Agreement').The total cost ofthe Roadway Improvements is approximately$6,931,(i47(the"Roadway Improvement Come.improvenna-elated to the Major Improvements and R—dw.y Improvements are being constructed Cost'),The City is issuing the Bonds to fund a portion ofthe substruction ofthe Roadway Improvements(as defined can the University Property.In addition,certain improvements related to the M jor Improvements and Roadway humin)within the Western Improvement Area.Under the Financing Agreement,the City will contribute additional Improvements are being consnucied elsewhere in the District which serve the University Property. These funds for the remaining portion ofthe u>ara of the Roadway Improv vette(the"City C9nmbufix:lnca-District") improv encs conswcted on a otherwise serving the University Property err refemed in herein as the"University, od flit Developer will contribute funds to finance the University Improvements is,defined below)related to the bnprov encs"The costs ofthe University Improvements will be funded directly by the Developer.No University Roadway Improvements,The Bonds are"Additional Obligations"under the terms ofthe Indenmm for the Major Improvements will be financed by Major Improvement Special Asseasmems or any Roadway Improvement Special Improvement Bods,but the Bonds sed the Major Improvement Bods are separate and distinct issues of severities Assessments nor will any assessments be levied in be future for the purpose of reimbursing the Developer for the cured by separate special aiscamoams under separate true[estates. See"SECURITY FOR THE BONDS- costs of such improvements.Since the University Improvements are being paid from sources other than Roadway Additional Obligations"Under the Financing Agrcemem,the City,the Developer and WM Sub CTR,LP,a Texas Lnprovemenr Special Ascessrne b-Mjar improvement Special Assesamenrs in theDismct,the University Property limited partnership end Walton atTliated entity involved with andghhoring residential developmem called"Chisholm has been treated as Non-Benafned Property in the Service and Assessment Plan. See"APPENDIX C-Form of Trail Ranch"(the"WM CTR")me expected to provide additional funds prior to or concurrently with the issuance of Service and Assessment Man."The acetal costs of the University Improvements related to the wazer improvements Bonds for the consmuctio of related road improvements outside of the D wrist(the"Outside-Dismct Roadway and sanitary,sewc,improvements Imre been determined on he basis of the estimated usage,as determined by the Improvements I') Such funds contributed by the City for the Outside-District Roadway Improvements are referred to project eighties,of all Major Impioearrents in the District consisting of water improvements and sanitary sewer here as the"City Contribution Outside-Dismui'od,together with the City Cohiburion.Inva-District,the"City improvements applicable m the University Property.The acrid costs of the University Improvements related to the Contribution"The Cily Camib.6-is to be funded from appropriated funds of the Cityand/m the proceeds of a Wes[ena Improvement Area's Roadway tmpovements hes peen dotemdrted o the basis of the Un varsity Property's s of tax ncma to be issued by rhe Ciry.Cost ovem,ns for the Roadway Imprw<mems or the Outside-Dismp pro-rda shme of the r al acreage of the Western Improvement Are,.A table from the Service od Asseasmem Plan Roadway Improvements are to be shared by the City,the Developer and WM CTR as set forth in the Financing depicting the University Improvements expected lobe paid by the Landowners or Developer and that we n,t f,,,,.d Agreement See"APPENDIX K-Form of Financing Agreement"and"THE MAJOR IMPROVEMENTS AND through the District is sat forth below, Simultaneously with the issuance of the Major Improvement Bonds,the ROADWAY IMPROVEMENTS-Roadway Improvements,and-Omaide-District Roadway Improvements" Developer deposited$486,284 with the Trustee for the payment ofthe University Improvements relating to water and aenilwyse erimprew emawdle,the Dismc[.Af dosing of the Bonds,the Developer will deposit approximately The Bonds are being issued for the purpose of fananeing the Roadway Improvement Costs and will be $657,992.50 with the Tmstae for the University Improvements reladng to roadway improvements within the District secured eolely by/he Roadway Improvement Special Assessments levied solely g.mw property in the Wesmrn (the"University,Proem Contribution").The wns[mctio of the University Improvements,the Major Improv ants, Improvement Arra as described harem.The Major Improvement Bonds are separately secured by the Major the Roadway Improvements and the Outside-Dishier Roadway Imp—inams(defined herein)are critical to the Improvement Special Assessments levied against the Eastern Improvement Are.Assessed Property and the Western operation of the University. See"THE MAJOR IMPROVEMENTS AND ROADWAY IMPROVEMENTS-- improvement Area Assessed limmarry as set forth in the Service and Ass—noem Plo other than the previously issued Roadway fmprovemenb and-Outside District Roadway Improvements." Major Improvement Bonds and the Bonds.No.flim Additional Obligations will be issued for the District for this purpose. See"SECURITY FOR THE BONDS-Additional Obligations"and"THE MAJOR IMPROVEMENTS AND ROADWAY IMPROVEMENTS - Non-PID Related Improvements and Outside-Dimfia Roadway Improvements"and"THE DEVELOPMENT-Financing Agmemem." Hniversity Property Within the Western Improvement Area work has begun on the future Tarleton State University Fon Worth campus loc.red on the appr-i—.Iy eighty(80).,as of lend doomed by Walton Texas and WUSF4(the"University Property"),which will be a satellite campus of Tarleton State Univesity(the"University"). The University was 3 4 #5632221.14 45632221 14 irfY NA DESCRIPTION OF THE BONDS "vwMMxnl_Ir_Ia,PYI . the— oarw r.e '� - General Description w.wxenro ananasatu row nmwo se- owe s., wsyem + sur rancor u.nrm The Bonds will mature on the dales and in the a—..set forth in the inside cover page of this Limited s.wwnvu d.s..es Offering Memorandum.Interest on the Bonds will arcme from their date of delivery to the Underwriter and will be s aoszaa.a sesm a s xsm s I—ass s +sssn s utedonthb,,,sufa360-da o p yyearofroelve30- zf»au son c m e a11 st�a day months.Interest on the Bonds will be payable on March t, armtaaa ryrwa,amn s tlAltaR s r.snau s s unser s urea.s et.Mt s was 2019,and on each Sepremher 1 and March l 1h.nmfier(-,h an"Interest Payment Dare"),-0 maturity or prior redemption.BOKE,N.A.is the initial Trustee,Paying Agent and Registrarfor the Bonds. .m.,a 635003 a The Bonds will be issued in fully registered form without coupons. The Bonds will initially be issued in authorized dem m minum,of$100,000 a any integral multiple of$5,000 in excess thereof(`Authorized Denominations").Upenininal issuance,theownership ofthe Bonds will beregistued in thename afCad.&C..,as tie for The Deposirory Tmst Comgeny,New York,New Yak C'DTC"),and purchases oFbenaficiN intorests in the Bonds will be rnadembook-entryonlyfirma See"BOOK-ENTRYONLY SYSTEM"and"SUITABILITY FOR The Bonds !N VFSTMENT." Proceeds of the Bonds will be used pnmarily to finance()the ,,is of the Roadway Improvements;(it) Redemption Provisions Paying a portion ofthe interest on the Bends during and after the period ofacquisirion and construction ofthe Roadway Improvements;(iii)funding a reserve fund for the Pay,..,of pnevipal of end interest ou the Bonds;and(iv)paying Q,mod RedemaIt .. The City reserves the right and option to redeem the Bonds before their scheduled the costs of issuance of We Bonds. To the extort that a portion of the pra:eeds of rhe Bonds is allocated for the maturity dates,in whole or in part,on any date on or after September 1,20 such date or dates to be fixed In the a = %of the costs of issuance of the Bonds and less than all of such amount is used to pay such costs,the excess City,at a redemption price of 100°o(expressederce as a pntage of par),plus aamed interest to date of redemption. tint may,en option ofthe City,be transferred to the Roadway fmprov tint Accamt of Ute Project Fund(both defined herein)or to the Principal and InterestAccountofthe Rend Food(baba defined herein)to pay in--onthe &OV&menj OptLvial R,demWiorr. The Bonds arc subject to extraordinary optional redemption by the Bonds. See"THE ROADWAY IMPROVEMENT PROJECTS,""APPENDIX B—Form of Indenture"sad Ciry prior to their scheduled memory on any dare after the required notice of redemption at a redemption price equal "SOURCES AND USES OF FUNDS" to 1("/.of the principal amount of the Bonds,or portions thereof,to be redeemed plus accrued interest in the redemption date from amounts on deposit m the Redemmion Fund as n result of(i)Prepayments,including related issued msuit The City previously ed the Major Improvement Bonds to finance rhe of the"Nor Improvements transfers to the Redemption Fand,(ii)uhumpaided proceeds transferred from me Roadway Imprwemrn[Accwim of benefitting the Esentem improvement Area and the Western Improvement..Area.The Bonds a re being issued solely to hejeer Fund in the Redemption Fund pursuant to the lndenmre,(iii)Foreclosure Proceeds to the ement rhe,such fimore the Roadway Improvements in the Western Impmvement Arm. proceeds are not needed to restore defiuenaes in the Reserve Fund to restore any ba erfers from the Reserve Fund made with respect to the Assessed Property(as defined in the Service and Assesareenr Plan)to which Irmarlmmus The Bonds,and any Major improvement Bonds issued by be City are separate and distinct issues of Proceeds relate,(iv)transfers of Roadway Improvement Assessment Revenue to the Redemption Fond as directed by ,reunifies secured by separate special assessment.. the City pursuant to the Indenture,(v)transfers to the Redemption Fund flan the Delinquency and Prepayment Reserve Account pursuant to the Indenture in the avant that the Delinquency and Prepayment Reserve Account ev Pay—of1he Bonds is s—rd by a pledge of and a lien upon the Pledged Revenues,consisting primarily .rains the Delinquency and Prepayment Reserve Requirement,and i,)transfers to the Redemption Fund made of a portion of Roadway Improvement Spaniel Assessments to he levied against the assessable parcels or Ids within pursuant to the Indenture in the event the[the amount held in the Reserve Fond together with the amount held in the the Western Improvement Area ofthe District and other funds comprising the Trust Estate,all.,he r—rd and upon Pledged Revenue Fund,the Bond Fund and Redemption Fund is sufficient to pay the poneipat amount end of—ed the conditions described herein and in he Indenture. See"SECURITY FOR THE BONDS"and"SPECIAL, interest on all Outstanding Bonds,or(vii)any other hansfas to the Redemption Fund under the terms ofthe indenture. ASSESSMENT PROCEDURES."The Bonds shall neve,constitute an indebtedness or general obligation ofthe Uumpended proceeds from the Roadway Improvement Account and Disuirx Project Management Account(defined City,the State or any other puBtic ll subdivision of th".W within the meaning.(..y Constitutional provision bench)shalt be transferred to the Redemption Fund only in the event that the City Representative determines that all r statutory limitation whatsamer,but the Bonds are limited gad special obligations of the City payable solely Rnadwav Improvements have been completed or that the amounts then on deposit in the Roadway Improvement from the Pledged Rev and other funds comprising the Trust Estate as provided Is for Indenture.Neither Account and District Protect Management Account(defined herein)of the Project Fund ar not exported to be the faith and credit nor the rasing power of the City,the Stat,or any other political subdivision of the State is expended for the purpose of the P,,jw Fund due to the abendonmem,or const—ave abandonment,of the Roadway pledged to the payment of the Bonds. Improvements such that,in the opinion of the City Representative,it is unlikely rout the amounts in the Project Fund will ever he expended for the purposes of the Roadway Improvement Account ofthe Project Fond.Bonds redeemed When compared to the estimated aggregate"As Complete"value of the assessable property in the Western pursuant to extraordinary optional redemption shall be redeemed by any method selected by the Trustee that results imprwemenr area of the District$36,200,000,the aggregate principal amount of the Bonds and the Western in a pro rata reduction of the Outstanding Mammies of the Bonds. See"ASSESSMENT PROCEDURES---- Improvement Area's share of the Major Improvement Bonds(together totaling$12,009,02'3)has an estimated value Prepayment of Special Assessments"for he definition and description ofPo payoutee to assensmem burden ratio of 3 01 to 1.See"APPRAISAL OF PROPERTY WITHIN THE DISTRICT—Value to Aasessmant Burden Betio" &Iawktorv 513 I and Redmi.The Bonds aresubject to mandatory staling Pond redemption prior to their respective mammies and will be redeemed by the City in part at a price of 100%of the principal—or thereof,plus .orad interest to the redemption date,from moneys available for such purpose in the Principal and Interest Amor of the Bond Fund pursuant to the Indenture,on the dates and in the respective Sinking Fund Installments as sol forth in the following schedules. 5 6 0632221.14 95632221-14 S Term Bonds due Sevtember 1.20 With reapect to ay optional redemption of theBonds,tides the Trustee has o ceived funds suttidem to pay the Redemption Price of the Binds to be redeemed before giving of a notice of redemption,the notice may stale that Redemption Bare(09/71) Smildrie Fund tnatailment the City may condition redemption on the receipt of such funds by the Trustee on m before the date fixed fm the redemption,or on the satisfaction of any other prerequisites set forth in the notice of ma errrphm. if a conditional notice of redemptim is given and such p,,mquisiws to the redemption and sufficient funds are not received,the notice shall be of no force and off t,the City shall not redeem the Bonds and the Trustee shall give notice,in the num a,in which the notice of redemption was given,that the Bonds have act been redeemed. S Teem Rands due September L 20 The City has the right to rescind any optional redemption m extraordinary optional redemption by written notice to the Trusty on m prior to the dace fixed for redemption.Any notice of redemption shall be cancelled and Redemption Date(09/01) Si.drinc Fwd Installment annulled if for any re son Funds are not available int the date fixed for redemption for Use payment in full of the Bonds then called for redemption,and such cancellation shall nor constitute an Event of Default under the Indenture.The Trustee shall mail of.of..last.oftedemptimi in the same manner notice afomempdon was oneaanly provided. ' The paying Agent/Registrar and the Cary,so long as a book-entry-only system is used for the Basds,will send my notice of reds mpend relating to the Bonds only to DTC.Any failure by DTC m advise any DTC participant, 5 Term Boards due September 1,20 or of any DTC parneipasd or indirect participant to notify the Beraft.n i Owner,will not affeet the validity of the redemptions of the Bonds called for redemption many mher action prem sed on my such notate. Redemptions of Redemption Date 0191011 Sinkana Fund Installment portions of the Bonds by the City will reduce the outstanding principal amount of such Bonds held by DTC.In such even4 DTf may implement,through its book-entry-only system,a redemption of such Bonds held for rhe acwumM DTC participants in acwrdance with its rule,or other agreements with DTC participants and then DTC p"cipanta and imdirxrparvcipams may implements redemption ofmch Bondstrons the Beneficial Ownem Anysuchselsemm ' of Bonds within a maturity lobe redeemed will not be govemed by the Bond Ordinance and will not be conducted by __... ,he City or the Paying Ag-VIb panar.Neither the City or the Paying Agenl/Registrar will have any responsibilaty 'Stated Mamdty to DTC participants,indirect panacipsa.or the persons for whom DTC panti6pmrs as as nominees,with reaps[to the payments m the Bonds m the providing of notice m DTC participants,indirect participants,or Beneficial Owners At least forty-five(45)days prier he each mandatory sinking fund redemption date,the Trustee will Belem a of the soleenon of portions or the Bonds for redemption(see"BOOK-ENTRY ONLY SYSTEM"herein). principal amount of Bonds equal to the Sinking Fund Installment amount for such date of such maturity of Bonds to be redeemed,will call such Bonds for redemption on such scheduled mandatary sinking fund redemption data,and (y%io m 1 Prorrr7o with Am—to Heriemdiun. A portion of a single Bonds of a denomination less shall give notice ofsuch redempfim,az provided in the Indenture.Bonds adeemed pursuant to mandatoryredemption $100,000 may be redeemed but only in a principal amount of atleast$5,000 or any integral of$5,000 in excess thereof shah be redeemed in inverse order of meturiry-. APru giving effect to a penial redemption as described in the tudanNre,a Bovd in the pnneipel somm t equal to the medeemed portion but not less than$5,000 maybe issuedif less than all ofthe Bonds are to be redeemed pursuant The pnncipal amount of Bonds required to be redeemed on my mandatary sinking fund redemption date to Extraordinary Option Redemption or Mandatory Sinking Fund Redemption,the Bonds shall be redeemed by any shall be reduced,at the option of the City,by the principal amount of any Bonds of such maturity which,at least 45 method selected by the Tmstee sabject to DTC requirements,if applicable,that romits in a pro ram reduction of the days prior to the sinking fund redemption data shall have been acquired by the City at a price not exceeding the Outsimding Memritie,efthe Bonds.tfless then all theBwds within a maturity are to be redeemed,such Bonds shall principal amount of such Bonds plus accrued unpaid interest to the date of purchase thereof.and deltvered to the be called by random selecdoo Each Bond shall be treated as representing the number of Bonds that is obtained by Trustee for canwllatwo dividing the principal amount of such Bond by the smallest Authorized Denomination for such Bonds.A portion of single Bond of a denomination equal to or greater than$100,000 may be redeemed but only in a principal amount The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption it.. of$100,000 or my integral$5,000 in excess thereof,provided,however,that the Tocirce shall treat each$5,000 shall be reduced m a pro rate basis among Sinking Fund installments for each maturity of Bonds by the principal portion of such Bond in excess of$100,000 as though at were a single bend for purposes of selection for redemptior. mount of my Bonds which,at least 45 days prior to the mandatory sinking fund redemption date,shall have been A portion of a single Bond of a denomination less than$100,000 may be redeemed but unity in s principal amount of redeemed pursuant in the optional redemption or extraordinary optional redemption provisions of the Indersmre and at least$5,000 or any integral of 55,000 in excess thereof.After giving effect to a partial redemption as described not previously credited to a mandatory sinking fund redemptionherein,a Bond in the principal amount equal to the unredeemed por0m,but um)—than S5,000 may be issued. Nntice ofRedemotimr,Notice ofmy redemption shalt be given by she Tmstx et teats rhidy(30)days priorUpon surrenda of my Bond in pan,the Trustee,an acwrdance with the provisions of the indenture,shall in the redemption date by giving wmre,notice to the Owner of each Bond to be redeemed in whole m in part at the authenticate and deliver in exchange thereof a Band or Bonds oflike tenor,maturity and imerest rate in an aggregate address shown m the Ragismr by trst class mail,pottage prepaid.Any such notice shall be conclusively presumed principal amount equal to the unredeemed Instant of the Bond or Binds so surrendered. to have barn duly given,whether or tort the f)wna receives such notice.Nance of redrmpdoa having been given as provided in the Indenture,the Bonds or podams thereof colied for redemption shall became due and payable on he BOOK-ENTRY ONLY SYSTEM date fixed for redenmoom provided that funds for the payment of the redemption price of such Bonds to the dam fixed for redemption are on deposit with the Trustee,hereafter,such Bonds or portions thereof shag cease to bear interest This section describes how ownership ofrhe Bind is to be Dans io,,ed d An.the principalof,premium, from and atter the date fixed for redemption,whether m nor such Bonds are presented and surrendered for payment 1agy,mrd interest as the B.mds are to be pad 1,ami—,filed by the Depous.,Trost Cunscmry('DTT"),N- on such date, Yank,New York,whlk dm Bold ore rep to ed in ins mmmm mrmc the informarian in ehs.wetion cvmeerning D7C and rhe Bwk-Entry-Only System hos been provided by DTCf use in disclosure d eels.arch-this Limited 0L%,ng Memo rind.- The City and the Underwriter bob—the source m`-,h mfarmmnm to be reliable,but 7 8 95632221.14 #5632221 14 neither the City,its 1,mi-val Advisor,nor the Underwriter rakes rr parvhiliry for the occim—y,,r completeness mgements among them,subiea to arty statutory or regulatory requirements as may be in of mct from time to time, thereof Beneficial Owners of Bonds may wish to take certain steps to augment the transmission w Nem of notices of significant events with respect to the Bonds,such as redemptions,tenders,defaults,and proposed amendments to the The Ciry<a nut ami does nor give y ass nee shat(1)DTC.dI didrfbuk poyments ofdebt.service on Bond dac -Por example,Benefianl Owners d'Rands may wish to ascertain Nat die nominee holding[he the Bunds,or redemption or oder notices,ro DTC Perdcipsnts,(2)DTCParticipants or other.,will mstribme debt Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners.In the alternarive,Beneficial servicep.3ssmms paid to DIC or its winime(as the regurcredowner ofthe Bond,),w md-pl o,or other nou—,, Owners may wish to provide their names and addresses to the Registrar and request that copies of roticis be provided to the Bemfrc3a10wnem,,or In.,they wdldo so ono timely h—e—(3)D7C.,/t serve orches is he mmtnerdescribed directly to them. in rhls Limited OJ/ring Memorandum Dhe current mks Woable w DDC we on file with the Sec--,and Ezchwge Comm-or,and the c ,ew procedures r,1 DTC to he followed in dealing with PTC Patric vs are or Redemption notices shall be sent to DTC. If less than ell Bonds of the same maturity are being redeemed, fife wuh DTC DTC',practice is to determine by lot the amount of the interest of each Dirac[Participant of ouch maturity w be redeemed. DTC will ac[m amenities deposiuny for the Bonds.The Bonds will be issued m fully-registered securities registered in the name of Cede&Co.(DTC's far—lop nominee)or such,her name as may be regmesmd by an Neither DTC nor Cede&Co.(nor any other DTC nominee)will consent or vote with respect to Bonds unless authorized representative of DTC. One fully-registered security certificate will be issued for each maturity of Ne authorized by a Direct Participant m accordance wdh DTC',Procedures.Under its usual procedures,DTC mails an Bonds,each m the aggregate principal amount ofauch maturity,and will be deposited with DTC. Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede&Co.'a senting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date DTC,the world's largest securities depository,is a limited-purpose at company organized under the New (identified in a tinting attached tothe Omnibus Proxy). York Banking Law,a"banking organization'within the meaning ofthe New York Banking Law,it member of the Federal Reseree System,a"clearing-i-Imration"within the meaning of the New York Uniform Commercial Code, Principal,interest and all other p.yo mou m the Bonds will be made to Cede&Co.,or such other nominee ,,,it n"clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, s may be requested by an arahorized representative ofDTC.DTC',pmetiee is to credit Dire.Participants'acrnunts DTC holds and provides asset servicing for over 3.5 million issue rift].S.and non-U.S.equity issues,—Immre and upon DTC',receipt of funds and conesperding detail information£rear,the City m Paying AgenciRegistraz,on the umicipai debt issues,and money market instruments(fiom over too countries)that DTC',participants("Direct payment data in accordance with their respective holdings shown on DTC's records. Payments by Participants to Participants')deposit with DTC.DTC also facilitates the pom mule settlement among Direct Participants of We, Beneficial Owners will be governed by standing my"clions and customary practices,as is the case with securities and other secunties transactions in deposited securities,through electronic eompowaized book--cy tranafers and held for the accounts of customers in bearer form or registered in"street name,'and will be the responsibility of such pledges betsvcen Direct Participants'a ems. This slim nates the need for physical movement of securities Participant and not of DTC nor its nominee,the Trustee,the Paying Age,c Registrar,or the City,subject to any certificates.Direct Participants include both U.S.end non-US.secuooea brokers assd deals,,Hanks,trust companies, statutory or regulatory requirements as may be in effect from time b time.Payment of principal,teretes[and payments clearing corporations,and certain other organizations.DTC,,a wholly-owned subsidiary of The Depository Trust& to Cede&Co.(o such other nominee as may be requested by an andorized mp—mumve of DTC)is the Clearing Corporation('DTCC').DTCC,is the holding company for DTC,Nations]Securities Clearing Corporation responsibility of the Trustee,the Paying Agent Registrar or the City,disbursement of such payments to Direct and Fixed Income Clearing Corgomcon,all of which aze registered clearing agencies.DTCC is owned by the users Participants will be Ne responsibility of DTC,and disbursement of such payments w Ne Beneficial Owners will be of its registered subsidiaries. Access to the DTC system is also available to others such as both U.S.and non-U.S. the resprwrsibihry of Direct and Indirect Panicipams. cooU.brokers and dealers,banks, at companies,and clearing companies Nat clear through or maintain a custodis[mtstionship with a Direct Participant,either directly or indirectly('Tndimer Participants'). DTC has DTC may discontinue providingits sewmesassecuramidepository with re specter the Bonds at any timeby Standard&Poor's rating of"AA+"The DTC Rules applicable tom Participants are on file with the Securities and giving reasonable notice to the City a the Tmstee.Under such cirm�mstances,in Ne event Nm a succesor sewoues Exchange Commission. depository is not obtained,Bond certificates arc required robe primal and delh--erect. Purchases of Bonds under be DTC system must be made by or through Dice.Participants,which will the Ciry may decide to discontinue use of the rysiem ofbook-entry vans[through DTC(or a successor receive a credit for the Bonds w DTC',records. The ownership interest of each actual purchaser of each Bond res depository).In Nat event,Bond cerriFleme wd{I be panted ar,d delivered.Thereafter,Bond certificates ("Benefidai OwneC)is'n tum to be recorded on he Direct and Indirect Participants'records.Beneficial Owners may be«amd—id.,it exchanged as described in the lndenmm. will ria receive written confirmation from DTC of their purchase. Beneficial Owners are,however,expected to written confirmations providing details of the usirimboa,as well as periodic statements of Nei,holdings, The information in this section ems—Ing DTC and DTC's book-entry system has been obtained fiom from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.Transfers of res Nat the Ciry believes m be reliable,but none oFIhe Ciry,the City's Financial Adviser m the Underwrimr take wnership interests in the Bonds are in be accompliahad by entries made on the books of Direct and Indira. any responsibility for the accuracy thereof Participants acting on behalf of Benef alai Owners.Beneficial Owners will not receive certificates representing their ownereM1ip interests in Bonds,except in the event[hat use ofthe book-entry system for the Bonds is discontinued. NONE OF THE CITY,TIB?TRUSTEE,-THE PAYING AGENT,THE CITY'S FINANCIAL ADVISOR OR THE UNDERWRITER WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO TFIE DTC To facilitate subsequent transfers,all Bonds deposited by Direct Participants wrath DTC ammgistesed in the PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE me of DTC's furmership nominee,Cede&Co.,or such other name as may be requested by sr,authorized PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE UTC PARTICIPANTS,TIT,1NDIRFCT representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede&Co or such PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS.THE CITY CANNOT AND DOES NOT cher DTC nominee do not affect arty change in bene£�ial ownemhip OTC hasmkmowledge ot'theactuel Beneficial GIVE ANY ASSURANCES THAT DTC,THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE Owners ofthe Bonds;DTC',.md,refect only Ne identity ofOe Direct Participants to whose accarms such Bonds PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE BONDS PAID TO DTC OR ITS NOMINEE,AS THE e credited,which may or may not be the Beneficial Owem n . The Direct and Indirect Participants will ER ill remain REGISTERED OWNER,OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY naponaible for keeping account of their holdings on behalf oftheir customers. WILL DO SO ON A TIMELY BASIS,OR THAT UTC WILL ACT IN THE MANNER DESCRIBED IN THIS L[MITEDOFFEFUNGMEMORANDUM.T'III,CURRENT RULES APPLICABLE TO DTC ARE ON FILE WITH Conveyance of notices and other communications by DTC to Direct Participants,by Direct Participants w THE SECURITIES AND EXCHANGE COMMISSION,AND THE CURRENT PROCEDURES OF DTC TO BE Indirect Participants,and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by FOLLOWED IN DEM ING WITH DTC PARTICIPANTS ARE ON FILE WITH DTC. 9 10 95632221.14 H5612221 14 LIMITATIONS APPLICABLE TO PROSPECTIVE PURCHASERS S. The Purchaserundandands the meaning and legal consequences ofthe acknowledgements and epre.."ons se forth herein in the above paragraphs and lather undersmtrds that the City has Earh prespeetrce purchaser I,advised that the Bonds being uttered pursuant to this Limited Offertng relied and will rely upon such acknowledgements and representations. Memorandum arc being oRerad aad rota only to a"quallfled institutional buyer"as defined in Rule 144A promulgated under the Secorities Art of 1933,as amended(the"Securities Aet").Earh initial purchaser of Bonds SECURITY FOR THE BONDS (each,a'Purchaser")will be required to deliver a L cite,of Representation to the City prior to their purchase of the Bonds in the form attached as APPENDIX L and each initial and subsequent purchaser will be deemed to have Genual aclmnwledged and represented to the City as follows: THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE 1. A purchase of the Bands undue,investment risks,cerin of which are act forth under PLEDC:ED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE,AS AND TO THE "AONDHOLDERS' RISKS" herein, and the Purchaser, either alone o with its purchaser EXTENT PROVIDED M THE.INDENTURE. THE BONDS DO NOT GIVE RISE TO A CHARGE AGAINST representative(,)(,sdefined in Rule Spl(h)of Regulation D under the Securities Act),has sophisticated THE GENERAL CREDIT OR'TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY FROM THE knowledge still caperience in financial and business mattes and the capacity to evaluate such risks in SOURCES IDENTIFIED W TILE INDENTURE.THE OWNERS OF THE BONDS SHALL NEVER HAVE THE making an informed investment decision to purchase the Bends.The Purchaser can afford a complete RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION, loss of its mvestu eat in the Bonds. OR OUT OF ANY FUNDS OF TILE CITY OTHER THAN THE PLEDGED REVENIMS,AS AND TO THE EXTENT PROVIDED IN THE INDENTURE.NO OWNER OF THE BONDS SHALL HAVE,THE RIGHT TO 2. The Purchaserised W a"quafifred institutional bmoe'as definin Rule 144A promulgated DEMAND ANYEXFACISEOFTHECITY'S TAXING POERTO PAY THEPRINCIPAL OFTHE BONDS OR under the Securities Act,or an entity in which all the equity owners are"qualified institutional buyera." 'DHE U TERF,ST OR REDEMPTION PREMIUM,IF ANY,THEREON.THE CITY SHALL HAVE NO LEGAL. The Purchaser is acquiring the Bonds for its own account with no present intention of distributing, OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE e clifirg or radiad bating the Bonds.However,airy purchaser may sell Bonds it owns,in whole or in PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE. pan,to a"qualified instimtimed buyer'as defied in Rule 144A in Authorisd Denominations in accordance with the terms of the Indenture. The principal of,Premium,if any,and imatest on the Bonds are secured by a pledge of and a lien up.the pledged revrnues(the"P)edged R—ues"),crnaisfing primarily of a Portion of Roadway Improvement Stands] 3. The Bonds are being oRerodand sold initially and subsequently may be sold of transferred A—hmtr levied against he Ass«sed Property within the Western Improvement Area of the District and that only in denominations of$100,OW and any integral multiple of SS,WO in excess thereof provided that Ponds comprising the Trust Estate,all to the«tent and upon the conditiuns described herein and In the IndenNre.The upon penial redemption of any Bond,a Band in the principal amount equal m the unredarmed portion, Western Improvement Area of the Diairitt contains approximately 923 acres,of which appro mencly 843 acres will hot not less than$5,090,may be issued, be subject ea the Roadway Improvements Special Assessments,f accordance withthe PIDAct the Cily hes caused Ue preparaoon ofa Service and Assessment Plan(as updated in connection with the issuance ofthe Bands and as the 4. None of the City,its counsel,Co-Bond Counsel or any other person representing the City arre may he further ended,updated and supplemented,the"Servi sse and Aent Plan"A which describes the has made any representation to the Purchaser with respect lathe otTering or sale oftbe Bonds,other than special benefit received by the property within the District,including the Eastern Improvement Area and the Western the information contained herein which relates specifically to the City,upon which the Purchaser is Improvement Are,,provides the basis and justification for the determination of special benefit on such property, relying in making its investment decision with respect to the Bonds.No dealer,salesman or other person establishes the methodology for the levy of a,seasmem,,,including the levy of the Roadway Improvement Special has been authorized to give arty information or to make any representation other than the information Assessments on properties withinthe W estem Improvement Area,and provides far due allocation mPledged Revenues contained in this timited Offering Memorandum in connection with the offering of the Bonds,and,if for payment of principal of,premium,if any,and interest on the Bou da.The Service and Assessment Plan will be given or made,any such iN'mmation or representation will not be relied upm by the Purchaser as having reviewed and updated annually for the purpose of determining the annual budge[Por improvements and the Annual berm authorized by the City. Installments(sa defined below)of assessments,including Roadway Improvement Special Assessments it,,in a given year.The determination by the City of the assessment methodology set forth in the Service and Assessment Plan is 5. The Purchaserhashad accesstosuch financial andothe,information comearingthe Bonds the result ofthe discretionary exercise by the City Council ofita legislat-unhority,and govemmemat powers and is as it has deemed necessary in connection with it,investment decision to purchase the Bonds, conclusive and binding en alt current and fture landowners within the District. See"APPENDIX C—Form of Service and Assessment Plan" 6. The Bonds(i)are being offered pursuant in exemptions from registration under the Securities Act and any applicable state securities lawn(the`State Laws)and are not being registered Pledged Revenues under the Securities Actorthe Sts" Laws,(h)will notbelistedonanystack wothersaran iesexchange; and(iii)may be sold,transferred,or assigned only in compliance with the Securities Act,the State Laws The City is authorized by the PID Act,the Assessment Ordinance and other Provisions of taw in finance the end the Indenture.This Lhnitcd Offering Memorandum does not constitute m offM or solicimaon in Roadway Improvements by levying the Roadway Improvement Special Assessments upon properties in the W eatem anyjurisdictioninwhich such atF or solicimtion is not authorized,or in which any pecwn making such Improvement Area of the District bemefned thereby. For a description of the assessment methodology and the offer or solicitation is not qualified to do w,or to any person to whom it is unlawful to make such offer inneants of Roadway[mprmement Special Assessments anticipated to be levied in the District,see'ASSESSMENT ors hritutioo. PROCEDURES"add"APPENDIX C—Form of Service and Assessment Plan." 7. No credit rating has been sought ca obtained with respect to the Aonds,there is no Pursuamtothelmlenture,Pledged Revenuesamthesumoff)Readway Improvement Assessment Revenues established s ,,duty market for the Bonds and the Purchaser has ria Present need for liquidity ur (excluding that portion of the Annual Install==collected for the payment of Administrative Expenses and -nneedoois investment in the Bonds In the event the Purchaser subsequently determines to Delinquent Collection Costs);(it)the mmeys held in the Pledged Funds:and(iii)any additional revenues that the transfer or assign the Bonds or any interest therein,the Purchaser will nm undertake such transfr or City may pledge totbe paymentofthe Bonds."Roadway Improvement Assessment Revenue"means monies collected assignment except in full and any compliance with all appheabte local,,tate and federal laws, by or on behalf of the City It=any one or more of the following:(i)an Annual Installment,(i)a Prepayment,and including State Laws and the Securities Act,and the requirements fthe Indenture. (iii)FercelearrePrac«de ^Annus!]nstallments"means,with respect to each Assessed Parcel,each annual payment 12 45632221.14 (5632221.14 of(i)the Roadway Improvement Special Assessments as shown on the A......at Roll attached to he Service and Sums received from the collecum, fthe Roadway Improvement Special Assessments m pay Administrative Assessment Plan and related to the Bonds and the Roadway Improvements;(it)the 0.50%additional interest rate Experrses and any Delinquent Collection Costs shall be deposited directly to the Disbws Admicu uative Account of (authorized by Section 372.018(a)of the PID Act)collected on each annual payment of Roadway Improvement the Administration Fund and shall not constitute Pledged Revenues. Special Assessments for a Delinquency and Prepayment Reserve as described in the Indenture and as defined and calculated in the Service and Assessment Plan or in any Annual Service Plan Update,and I(iii)Administrative Umimadiiio..Levy of A..asme.ts Expenses.The City will covenant in the fndemure that it will take and pursue all actions permissible under Applicable Laws to cam.the Roadway Improvement Special Assessments to be collected and the liens thereof to be enforced The City will impose Roadway Improvement Special Assesamenis on the property within the Western continuously.See"—Pledged Revenue Fund."See also"—Pledged Revenue Fund,""Delinquency and Prepayment Improvement Area of the District to pay the principal oI and interest on the Bonds scheduled for payment from Pledged Reserve Account of the Reserve Fund,'"APPENDIX B—Form of Indenmre"and"APPENDIX C—Tom of Revenues as described in the Indenture and in the Service and Assessment Plan and coming due during men Fiscal Service and Assessment Plan." Year,The Roadway Improvement Special Assessments shall be effective on the date of,and strictly in accordance will the term of, he Assessment Ordinance, Each Roadway Improvement Special Aasessmem may be paid The PID Act provides shut the Roadway Improvement Special Assessments(including any reassessment, immediately in full or in periodic Annual loandlments aver a period of time equal to the term of the Bonds,which with interest,the expense of collection and reasonable auomcu ey's few,if incurred)my a first and prior lien(the installments shall include interest on the Roadway Improvement Special Assessments.Pursuant to the Assessment "Assessment Lien")again.[the property assessed,superior m all other tiers or claims,except Nems and claims for the Ordinance,interest on then adway Improvement Special Assessments will be calculated at the rate of irem eat em the State of Texas(the"State"),county,school district,municipality,or other political subdivisions of the Slate for ad Bonds plus 0.50%,calculated come basis of a 360day year of twelve 30-day months.Such rate maybe adjusted i s valorem taxes and are a personal liability of and charge against rhe owners of propem,regardless of whether the described in the Service and Assessment Plan.Each A...I installment,including the interest on the unpaid amount owners are named. Pursuant to the PID Act,the Assessment Lien is effective From the date of the Assessment of a Roadway Improvement Special Assessment,shall be calculated on or before September I and shall be due on Ordinance-til the Roadway lmprovcment Special Assess m nts are paid(or otherwise discharged),and is enf ceable October i of each year.Each Annual Installment together with interest thereon shall be delinquent if not paid prior by the City Council in the same manner that an ad valorem property tax levied against real property may be enforced to Febmmy I of me following year.The initial Annual htsmllments will be due when billed,and will be delinquent byihe CityCouncil.See"ASSESSMENT YROCEDt7RE5"lerein. iftimpaidpriorto Februaryi,2019.The City anticipates that it will,in the future,contract with the Tarrant County Tax Assessor-Collector for the billing and collection ofthe Roadway Improvement Special Assessments. The Major Improvement Special Assessment.previously levied on property within he Wester. improvement Area and Eastern Improvement Area arc separate sad distinct...l..h.ta sad are at pledged As authorized by Section 372 018(b)ofthe PID Act,the City will calculate and collect each year while the to the Bonds sad are at a part of the Pledged Revenue.. Bonds are Outstanding and unpaid,a portion of the Roadway Improvement Special Assessment to Pay the anmuei costs intoned by the City in the administration and operation of the District.7lte portion of each Annual Installment Coll—don and Deposit of Roadway Improvement Special Asae.m<.r Revenues of a Roadway Improvement Special Assessment used to pay such annual admi.iscu tree costs shall remain in effect from year to yearuntil all Bonds are finally paid oruntil the City adjusts the amount of the levy ager.annual review The Roadway Improvement Assessment Revenues(excluding that portion collected for the payment of any year pursuant to Section 372013 of the PID Act The portion of the Roadway lmprrn ant Special Administrative Expenses and Delinquent Collection Costs)shown on the Assessment Rall,together with the interest Assessments In pay Administrative Expenses shall be due in the manner ret forth in he Assessment Ordinance on thereon,shall be deposited to the Pledged Revenue Fund for the payment of the principal of and interest on the Bunds October 1 of each year and shall be delinquent if not paid by February I of the following year.Such ponim of the as and to the extent provided in the Service and Assessment Plan and the Indenmre_ Roadway Improvement Special Assessments.pay expenses do nm amen tepaymem of the Bonds. The Rodway Improvement Special Assessments,together with interest thereon,are payable in Annual There will be no discount for the early payment of Roadway Improvement Special Assessments. Installments established by the Assessment Ordinance and the Service and Assessment Plan w correspond,as nearly as practicable,.the debt service requirements for the Bonds(excluding the portion of the Assessments levied for Roadway rmpmvement Special Assessments,together with interest,penalties,and expense ofcollection and Administrative Expenses and the Additional Interest(defined herein). An Annual Installment of a Roadway reasmoble anomeys'fees,as permitted by the Texas Tax Cade,shall be a first and poor lien against the property Improv mart Special Assessment has been made payable in the Assessment Ordinarwe in each City fiscal yearssed,supeoor to all other liens and claims,except fiens.claims for Suite,ma nty,school district or municipality preceding the date of final mamrity of the Bonds which,if collected,will be sufficient to first pay debt service adsvalorem taxes and shall be a personal liability ofand charge against the owner ofthe property regardless of whether requirements amibuuible to Rodway Improvement Special Assessments in the Service and Assessment Plan.Each the owners are named,The lien for Roadway Improvement Special Assessments and penalties and interest begins on Annual Installment is payable as provided in the Service and Assessment Plan and the Assessment Ordinance the effective date of the Assessment Ordinance and continues until the Roadway Improvement Special Assessments are paid or until all Bonds are finally paid. A record of the Roadway Improvement Special Assessments on each parcel,tram,or lot which are to be 'el acted in each year during the term of the Bonds is shown on the Assessment Roll. Sums received from the Failure to pay an Annual Installment when due shall not accelerate the payment of the remaining Annual co0ectionof the Roadway Improvement Special Assessments to pay the debt service requirements(including Installments of the Roadway Improvement Special Assessments and such remaining Annual Insmliments(including delinquem micaliments,Foreclosure Proceeds and penalties and interest thereon)shall be deposited into the Pledged interest)shall continue to be due and payable at the same time and in the same amount and manner as if such default Revenue Fund,except that(1)mommas received as Prepayments shall be deposited into the Pledged Revenue Fund had no[occurred. and shall thereafter be transferred to the Redemption Fund and(2)amounts collected as Additional Interest shall be deposited to the Pledged Revenue Fund and thereafter,shall be transferred to the Delinquency and Prepayment Perfected Security Interest Reserve Account in each case,as set forth in the Indenture.'Ihe Tms[ee shell deposit Foreclosure Proceeds in the Pledged RevenueFund and as soon as practical atter such deposit.ball transfer the Foreclosure Pro«ads first to the Chapter 7209,Texns Government Code,applies to the issuance ofthe Bonds and the pledge of the Pledged Reserve Fund to restore any transfers from the Reserve Fund made with respect to the Assessed Parcel or Assessed Revewes and such pledge is valid,effective,amt perfetted.The City will covrnantin the indenmrethat alould Texas Property to which the Foreclosure Proceeds relate,and second to the Redemption Fundlaw be amended a[any time while the Bonds are outstanding and unpaid,the result of such amendment being that the pledge of such mearmas i a subject to the filing requirements of Chapter 9,Texas Business&Commerce Code,in order m preserve m the mIpsex ed Owners of the Bonds a secenty interest in etch pledge,the City will take such 13 14 .5632221 14 #5632221.14 as it determines are reasonable and necessmy to enable a filing of a security interest in said pledge to occur Reserve Fund See"APPENDIX B- Form of Indenture" Pursuant to the Indentions,a Bond Reserve Account will be created within the Reserve Fund fin,the henefit Pledged Revenue Fand ofthe Bonds and held by the Trustee and will be funded with proceeds ofthe Bonds in the i mountofthe Bond Reserve Account Requirement Pursuant to the Indenture,the"Bond Reserve Account Requirement"f the Bonds shall be The City has crated under the Indenture a Pledged Revenue Fund to be held by the Trustee.On m before Dunt equal to the heat of(i)Maximum Annual Debt Service on the Bonds as of theirdate of issuance,(u)125% February I at of each year while the Bonds are outstanding beginning in the year 2019,the City shall deposit or cause of average Annual Debt Service on the Bonds m of their date of issuance,and(ii)10%of the proceeds ofthe Bonds', lobe deposited the Pledged Revenuss(excluding,for theavoidamm ofdoubt()that portion ofthe Annual Insullments provided,however,that such amount shall be reduced by the amoout of any transfers made in connection with a collected for the payment of Administrative Engen and(ii)Delinquent Collmnon Costs),into the Pledged Raven mry andatoor exvaordinaryoptionalredemptom.Also,asci result often optional redemptionof+he Bonds,the Bond Fund. Specifically,the City eball deposit or eau es m be deposited Pledged Revenues as follows:(i)just,to the Reserve Account Requirement shall be reduced by a percentage equal to the pro rata amount of Bonds redeemed by and Principal Interest Aerz,of the Bond Fund amounts sufficient to pay debt service on the Bonds next coming such optional redemption divided by the total amount of the Outstanding Bonds prior to such redemption M of the due;(ii)second,to the Bond Reserve Account of the Reserve Fund in an amount necessary to cause the amount on date of delivery of the Bonds,the Bond Reserve Account Requirement equals$511,975'which is an amara[equal m deposit therein to equal the Bond Reserve Account Requirement;(iii)third,to pay other costs of the Roadway the Maximum Annual Debt Service on the Bonds as ofthe date of issuance. If there is soy deficiency ie rhe Bond Improvanno na;and(iv)f nth,to pay any he, .is permitted by the PID A. Notwith,son ing the foregoing, Reserve Account,the Excess Delinquency,and Prepayment Reaerve.4mount(defined below),will be deposited into fallowing the initial deposit W the Pledged Revenue Fund,the Additional Interest Component of the Annual the Bond Reserve Account until the amount in the Bond Ream,Account is funded b the Bond Reserve Account Installments will be deposited into the Delinquency and Prepayment Reserve Account,Administrative Fund,m the Requirement. Redemption Fund, as applicable. Notwithstanding the f«agoing,if any Foods remain on deposit in the Pledged Revenue Fund after the transfers required by clauses(i)and(it)above are made,the City shat[have the option,inns If,ne any Interest Payment Date,the amount on deposit in the Bond Fund is insuff tient to pay the debt sole and absolute discretion,tonansfer such excess funds into the Redemption Fund to redeem Bonds as provided in on the Bonds due on such date,the Trustee shall,transfer any available funds ca deposit first from the the Indenture. Delinquency and Prepayment Reserve Account(described below),and second from the Bond Reserve Account of the Reserve Fund,to the Bond Fund in the amount necessary to core such deficiency_ From time to time as needed to pay the obligations relating to the Bonds,but no later than five Business Days before each Interest Payment Dare,the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the If,slier a Reserve Fund withdrawal,the amoum on deposit in the Bond Reserve Accouat is less than the Principal and Interest Account ofthe Bond Fund,an amamt,taking into account any amounts then on deposit in such Bond Reserve Account Requirement,the Trustee shall transfer from the Pledged Revenue Fund to the Band Reserve Principal and Interest Account and any expected transfers from the Capitalized Interest Account to the Principal and Account the a,w,t of such deficiency,in accordance with the Indenture,but only to the extent that such, ant is me Interest Account,such that the amount on deposit in the Principal and Interest Account equals the prindpal(including rent required for the timely pay..,of principal,interest,or Sinking Fund)nstaliments. any Sinkmg Fund Installments)and interest due on the Bonds on the next Interest Payment Date. Delinquency and Prepayment Reserve Account of the Reserve Fund If,after the foregoing transfers and any transfer from the Reserve Fund(as described undo,'Reserve Fund" below),there are insufficient funds to make the payments provided in the preceding paragraph,the Trustee shall apply Pursuant to the Indenture,a Delinqumcy and Prepayment Reserve Account will be created within the Reserve the available funds in the Principal and Interest Account first to the peymmt of interest,that to the payment of Fund and held by the Trustee for the benefit of the Bonds.Th,Tmtmew it transfer the Addifional Interat(as defined principal(including any Sinking Fund Installments)on the Bonds. below)from the Pledged Revenue Fund to he Delinquency and Prepayment Reserve Account on March I of each year,commencing March 1,2019 until the amount on deposit in the Delinquency and Prepayment Reserve Account Notwithstanding the deposits described in(i)ft si through(iv)fourth aboveis equal to the Delinquency and Prepayment Reserve Requirement;provided,however,that at any nine the amount Z deposit in the Delinquency and Prepayment Reserve Account is less than the Delinquency and Prepayment Reserve (1) the Trustee shall transfer Prepayments m the Redemption Fund as soon as practical after deposit of Requirement,the Trustee shall resume depositing the Additional Interest Component(as defined below)into the such amounts into the Pledged Revenue Fund. Delinquency and Repayment Reserve Account out the Delinquency and Prepayment Reserve Rquinconsm has ovulated in the Delinquency and Prepayment Reserve Account The Delinquency and Prepayment Reserve (it) the Trustee shall deposit Additional Interest to the Pledged Revenue Fund and sball transfer such Requirement is an amount equal m 5 5%of the principal amount of the Outsu tiing Bonds.The Additimtal(merest Additional Interval to the Delinquency and Prepayment Reserve Account in as otherwise directed in the ladenwre; is the one-belfof one percent[merest above the interest rate home by the Bonds,nuthori�ed by Section 372 018(.)of and the Pm Act. whenever,on any Interest Payment Date,or on terry other dam at the wntten request ofthe City Represenurive,the amounts on deposit in doe Delinquency and Prepeymen[Reserve Aecoum exceed the Delinquency (iii) the Trustee shall transfer Foreclosure P—els(which mdude Delinquent Collection Coats)firstto and Prepayment Reserve Requirement,the Tmstaeshall provide written notice to the City ofthe amount ofthe excess the Reserve Fund to restore any transfer,from the applicable account of the Reserve Fund made with respect to em (the"Fxcesa Delinquency and Prepayment Reserve Amount").The Excess Delinquency and Prepayment Reserve Assessed Parcel to which the Foreclosure P—eeds«late,and second,m the Redemption Fund. Amount shall be transferred first to fund any deficiency,in the Bond Reserve Account If oo deficiency in rhe Bond Reserve Account exists,the Excess Delinquency and Reserve Amount shall be transferred,at the direction of the City Band Fund Parini m o City Certificate,to the Aderinnan nye Fund f the payment of Administrative Expenses or to the Redemption Fund to redeem bonds pursuant to extraordice y optional redemption.In the evert that the r usme does On each Interest Payment Date,the Trustee shall withdraw from the Principal and hat..si Account and mor--.City Cenifieate di-mig the transfer of the Excess Delinquency and Prepayment Reserve Amount to the transfer to the Paying AgenvRegistrar the principal(including any Sinking Fund Installments)and interest then due Adminisnatiye Fund within 45 days of providing notice to the City of such Fxcass Delinquency and Prepayment and payable on the Bonds,[ass any amount to be used to pay interest on the Bonds on such loorest Payment Dam Reserve Amount,the Trustee shall transfer the Excess Delinquency and Prepayment Reserve Amount to the from the Capitalized Interest Account as provided in the Indenture. 'aratimru:w.sags m�mnae. 15 16 #5632221.14 45632221.14 Redemption Fund to redeem Bonds pursuant to extraordinary optiaraY redemption.Sae"APPBNDIXB—Fomtof Developer Camb-bution Fund Indenture"and"APPENDIX C—Form of Service and Assessment Plan." The City has raided under the Indenmre a Developer Contribution Fund which fond consists of(i)the Moneys deposited in the Delinquency and Prepayment Reserve Account will be used and withdrawn by the University Property Improvement Account(which contains a portion ofthe University Property Contribution for the T—ree for the purpose of making[tart fens to the Bond Fund,pursuant to,and at the times specified in,the Indenture payment of the conshuction costs of the University Improvements related to the Roadway Improvements,including to pay a portion of the accrued interest on Bonds being redeemed pursuant to an extraordinary optional redemption rights-of-way and consultant fees),(ii)the Chisholm Trail Ranch Improvement Account(which contains the funds for Prepayments.The amount to be transferred shall be an amount,for each Prepayment,equal ro the amount of,ny deposited by the Developer for those roadway improvements outside the District benefitting the Chisholm Trail shortfall,after rmnsf from the Bond Reserve Account of the Reserve Fund as described above and application of Development(the"Chisholm Trail Cwnribmion")),and(iii)the University Project Management Account(which vestment earnings on the Prepayment toward payment of accrued interest,necessary to pay the principal amount contains a portion ofthe University Property Contribution for the payment o£project management fees related to he plus armed interest on such Bands to be redeemed as a result of the Prepayment University Improvements).Money on deposit in the University Property Improvement Account and the University Project Management Account ofthe Developer Contribution Fond shall be used solely for the purposes ofpsying the If,on any Interest Payment Date,the amount on deposit in the Band Fund is imutHciem in pay the debt casts of the UniversityImprovements.Money on depmitin the('hisholn,Trail Ranch Improvement Account of the ice on the Bonds due on such date,the Trustee shall transfer funds first from the Delinquency and Prepayment Developer Contribution Fund shall be used solely forth,purposes ofpsying the costs oftheoufside-Disnict Roadway Reserve Account to the Bond Fund and second from the Bond Reserve Account of the Reserve Fund the amounts Improvements (defined herein). See "THE MAIOR IMPROVEMENTS AND THE ROADWAY necessary,to cure such deficienry. IMPROVEMENTS--Outside-District Roadway Improvements." Administrative Fund If the City Representative depueones in his or her sole discretion that mo ants then on deposit in the University Property Improvement Account,the Chisholm Trail Ranch Improvement Account and/or the University The City has created under the Indenture an Administrative Fund held by me Trustee.At the dosing ofthe Nojact Management Account are not expected in he expended for purposes thereof due to the abandonment or Bonds,Band proceeds in the amount cf S( I will be deposited w tht District Administrative Accmont of consurc ive abandonment,of the University Improvements amV.,the Outside-District Roadway Improvements,as the Administrative Fund. Thereafter,now receipt,the City shall transfer to the Tmstee,for deposit to the District applicable,such that,in the opinion of the City Representative,it is unlikely that the amounts in such Acewnt(s)will Administration Accamt of the Administrative Fund,the portion ofthe Special Assessments and Amaral Installments over be expended for the purposes thereof,the City Rep—ea tedve shell file a City Certificate with the Trustee which allocated to the payment ofAdminis-ti,a Expion.end Delinquent Collection Costs as set forth m the Service and identifies the amamts then on deposit in such Acw,,gs)that are not expected to he used for purposes thereof If AsseasmentPlan.Monies in the District Administration Account ofthe Administrative Fund may be used as directed such City Carlin care is an,filed,the amounts identified in the City Certificate on deposit in such Accountts)shall be by City Certificate for the purposes se[forth in the Smote and Assessment Plan,including payment of the transferred and released as ad forth below. Administrative Expenses and Delinquent Collation Costs. Any amounts in the University Property Improvement Account,the University Project Management Account THE ADMINISTRATIVE FUND SHALL.NOT BE PART OF THE TRUST ESTATE AND SHALL NOT andfo the Chisholm Trail Ranch Improvement Account to be transferred and released pursuant to the terms ofthe BE SFCURITY FOR THE BONDS. Indenture shall be irrevocably and unconditionally transferred and released to the Developer,or to the Developers successors and assigns or designces. Project Fund Upon the filing of a City Certficate slating that all University Improvements have been completed and that The Project Fund under the Indenture conmins the Roadway Improvement Account,the District Project all vests thereof have been paid,or that any such costs are not required in be paid from the University Property Management Account and the Costs of Issuance Account.Monty nn depot in the Roadway[mprwemnnt Ancount larprovernam Account and/or the University Project Management Account pursuant to a Certificate for Payment,the of the Project Fund shall be used for the payment of the Roadway Improvement Costs. Money on deposit in the Trustee(i)shall transfer and release the amounts remaining in the University Property[mpcovement Accwm andtor District Project Management Account of the Project Fwd shall be used solely for the purposes of paying that portion the University Project Management Account to the Devdoper m his successors and assigns or designees,and(ii)shall of the Roadway Improvement Costs consisting of the applicable portion of the Project Management Fee(as defined close the Developer Contri bud on Fund at such time as no funds remain in the remaining Accounts of the Developer in the Financing Agrcemen[andthe Service and Assessmen[Plan).Con overruns for the construction oftheAoadway Contribution Fund. Improvements shall be shared by the Developer,WM CTR and the City pursuant m the terata of the Financing Agreement only when the Project Fund is depleted. Upon the filing of a City Certificate stating that all Outside-District Roadway Improvements bave been omplded and that all costs drereofhave been paid,or that any such costs are nm required to be paid Rom the Chisholm Disbursements from the Costs of Issue ca Actount of the Project Fund shall be made by the Trustee to pay Trail Ranch Improvement Account pursuant m a Certificate for Payment,the Trustee(i)shall transfer and release the sts ofissuance,ofthe Bonds mansamettoone or more City Cenificites(as defined in the ledenture).Disbursements amts remaining in the Chisholm Trait/Ranch[mprwement Accamtm dreDeveloper or his successors and assigns fmrn all other accounts ofthe Project Fund to pay Roadway Improvement Costs or from the Developer Contribution or designees,and(ii)shall close the Developer Contribution Fund m such time as no funds remain in the remaining Fund in pay the costs of any University Improvements shall be made by the Trustee upon receipt by the Trustee of a Accounts of the Developer Contribution Fund. See"THE MAJOR IMPROVEMENTS AND ROADWAY properly exeemed and completed Certificate f Payment(aa defined in the Indenmre). The disbursement of funds IMPROVEMENTS-Outside-District Roadway Improvements." from the Project Fund pursuant to a Certificate for Pnymem shall be pursuant to and in accordance with he disbursement procedures described in the Pm Reimbursement Agreement and the Financing Agreement Such Payment of Costs of the Roadway Improvements provtroce and pd... related to such disbursement...mound in the PID Reimbursement Agreement and the Financing Agreement,and no other or-itima,of the PID Reimbursement Agreement or the Financing Agreement, The payment of the costs of the Roadway Improvemems and University Improvements shall be made are hereon incorporated by reference and deemed sol forth herein in fullpurwenr to a omplated and approved Certificate for Poymant as sol forth in the lndenmrc and the Fina ting Agreement. Such payments for(i)he Roadway Improvemenrs shall be made by(a)the Trustee,from the Project Fund and lb)the City from lawfully available funds of the City and(it)for the University Improvements,by the Trustee from the University Property Improvement Account and the University Project Management Account of the Developer Ccombudon Fund.Thepaymmtofthe Ou,side-District Rmdwaylmprovementsshallbemadeby(I)thc 17 18 6561222/.14 #5632221.14 Trusty pursuant to a completed and approved Certificate for Payment from the Developer Contribution Fund and(2) (i) the failure fthe City to deposit the Pledged Revenues to the Pledged Remrost Account of by the City pursuant to the same completed and approved Cemficam for Payment as set forth in the Financing the Pledged Raceme Fund; Agree eat_The Developer Mall be responsible for segregating costs and completing the appropriate Certificate for Payment for the payment ofthe coats ofthe Roadway Improvements and University Improvements,and the coos of (ii) the failure of the City to enforce the collection of the Roadway Improvement Special the Outside-District Roadway Improvements. Assessments including the prosecution of f ecloaure Proceedings; Defeasance (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 30 days thereafter;and AI I 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 Bands are to be redeemed on any date prior w (iv) default in be performance or observance of any covenant,agreement or obligation of the their Stated Maturity,the Trustee shall have given notice of redemption on said data as provided in the Indenture,(it) City under the Indenture and the continu rconrn t thereof for a period of 90 days net written notice to the City there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient,or Defeasance by the Trustee,or by the Owners of at least 2S.".of the aggregate outstanding principal of the Bonds with a Securities the principal ofend the interest w which when due will provide moneys which,together with any morays copy to the Trustee,specifying such default by the Owners of at least 25%of the Bonds at the time deposited with the Trustee st the same time,shall be sufficient to pay when due the principal acted interest on of the Ontsrandimg requesting that the fat be remedied. Bonds to become due on such Bonds on and prior to the redemption data or maturity date thereof,as the case may be, (iii)the Truce shall have received a report by an independent camfied public accountant selected by the City Remedies in Event of Default verifying the sufficiency of the moneys or Defeasance Securities deposited with the Trustee so pay when due We principal of and interest an ofthe Bonds to become due on such Bonds on and prior to the redemption data or maturity Except to the extent the City's Viability has been limited under the Indenture,upon the happening and date thereof,m the case may be,and(iv)if the Bonds arc the most,the Trustee shall have received curium continuance of any Event of Default,the Owners of our less than 25%in aggregate outstanding principal i m tact of Zfirroation from each rating agency then rating the Bonds that such deposit will tet result in the reduction o the Bonds then Outstanding may proceed against the City for the purpose oflummting and enforcing the rights ofthe withdrawal of the taring on the Bonds.Neither Defeasance Securities nor moneys so deposited with the Trustee nor Owners under the Indarmre by action seeking mandamus or by other suit,action,or special proceeding in equity or principal or in.cein payments on any such Defeasance Securities she]]be wino mwn or used for any purpose other at law in any court of-competent jurisdiction for any reftef e,the extent permitted by Applicable Laws including,but than,and shall be held in trust for,the payment ofthe principal of and interest-the Bonds.Any cash r=eived from not limited to,the specific performance of any covenant or agreement contained in the Indenture,or injunction; such principal of and interest on such D¢feaaan=Securities deposited with the Trustee,if not than needed for such provided,how err,that no action for money damages stoniest the City may be sought or will be Pamiued. purpose,shall be reinvested in Defeasance Securities as directed by the City maturing at times and in amounts wificieou together with other ow-ys then on deposit,to pay when due the principal of and interest on the Bonds on THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY and prior to such redemption date ormamfw date theref,as the use may be.Any payment for Defeasance Secunties CIRCUMSTANCES. purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities. If the assets ofthe Trust Estate are sufficient[o pay all amounts due with respect m all Outstanding Bonds, in the selection of Tmn Estate assets to be used in the payment of Bonds due in an Event of Default,the City shall "Defeasance Securities"means Investment$counties then authorized by applicable law for the investment determine,in its absolute disaetion,and shall insuuct the Trust-by City Certificate,which Trust Estate assets shall of funda to defense public securities."Investment Securities'means those authomsd investments described in the 6e applied to such payment and shall not be liable to any Owner or other Person by mason of such selection and Public Funds Investment Ad,Chapter 2256,Texas Government Code,es amended;and provided further such application In the avant that the City shall fail to deliver to the Trust=such(Sty Certif cote,the Trustee shall select vestments arc,et the time made,included in and authorized by the City's official investment policy as approved by and liquidate or sell Trust Estate assets as provided in the following pammoph,and shall not be liable w any Owner, the City Council from time to time. Under current State law,Investment Seventies that am authorized for the or other Person,othe City by reason ofwch selecfon liquidation or sale. vestment of funds to defense public securities are(a)direct•moncallable obligations ofthe United States of Amenca, including obligauoas that are umcondirioma!ly guaran[=d by the United States oFAmdicn;(b)noncallableobligations Whenever moneys are no be applied pursuant to an Event of Default,irrespective of and whether other of an agency oc instrumentality of the United States,including obligations that are unconditionally guarant=d or romedies authorized under the htdenmre shall have been pursued in whole or in pen,the Trustee may cause any or all tired by the agency or unarm rroudiw,and that,on the data the governing body of the City adopts or approves the ofthe assets of the Trust Estate,including Investment Securities,m be sold.The Trustee may so sell the assets of the proceedings authorizing the issuance of refunding bonds,are rated as m investmeat quality by a nationally recognized Trust Estate and ell right,title,interest,claim and demand thereto and the right of redemption thereof,in one or more nveaccu n rating firm nae less than"AAA"or its cgaivalant;and(c)an n atileble obligations of s ane or se agency parts,a[any such place or paces,and at such time or times and open such nohce,and terms as the Trustee may deem aunty,municipality,or other political subdivision of a state that have been refunded and that,on the date the appropriate and a may be required by law and apply the proceeds thereof in accordance with the provisions of the governing body of the City adopts or approves the proceedings nothorizing the issuance of refunding bonds,are rated Indenture. Upon such sale,the Trust=may make and deliver to the purchaser or purchasers a good and sufficient as to investment quality by a nationally recognized investment rating f rn not less than"AAA"or its equivalent. assignment or caweyance for the some,which sale shall be a perpetual bar both in law and in equity against the Cily and aif other Persons claiming such properties.No purchaser at any safe shall be bound tu see m he application of Thele is mi Baran m that the current law will not be changed in a manner which would Permit investments the purchase money proceeds thereof or to inquire as to the authorization,hairy,expediency,or regularity of any other than he.dear bed above te,be made with amounts deposited to defense the Bonds Because the In landum such sale.Neverdreleas,if sec requested by the Trust=,the Ciry shell ratify end confirm any sale or sales by executing does not contactually limit such investments,Owners may be d=eed to have consented to defeasance with such and delivering to the Tmatee or to such purchaser or purchasersall such inetmments as may be ncousary or,in the other investments,notwithstanding the fact that such investments may not be of the same investment quality as those mcigmeatofthe Trust=,proper fo the purpose which may be duagamai m such request m ef'ect ttansferofownership eptly permitted under Sure law. There ees that the ratings for U.S.Treasury se unties used as w a purchaser Defeasance S=unties o that for any other Defeas inceSecurity will be maintained at any particular rating category Restriction on Owner's Actions Events of Default No Owner shall have any right to institute any actin,suit or proceeding at law or in equity far the Each of the following occurrences or events constitutes an"Even[of Default"under the Indenture: enfocemem of the Indenture or for the ceewuat of any trust thereof or any other remedy thereunder,unless(i)a 19 20 x5632221.14 x5632221.14 def alt has occurred and is continuing of which the Trustce has been notified in writing or of which it is deemed to The r 1—fion oflhe City tons prior position after any and all defaults have been cured,as provided above, have notice,(ii)such default has become an Event of Default and the Owners of 25%ofthe aggregate principal amain[ shall not extend to or affect any subsequent default under the Indenmre or impair any right consequent thereon. of the Bonds then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers granted or in;nstimte such action,suit or proceeding in its own name,(iii)the faveaimenl or Drpoait of Funds Owners have furnished to the Trustee indemnity as provided in the Indenture,(iv)the Trustee has for 90 days after such notice failed or refused to exercise the powers granted,or to institute such acUoq suit,or procadiag in its own Money in any fund or int established pursuant a,the Indenture(other than the Reserve Account and the me,(v)no direction on mcsian with such written request has been given to the Trustee during such 90-day period Develaper Property Tax Account)will be invested by the Trustee as directed by the City pursuant io a City Certificate by the so fa majority ofthe aggregate principal amount of the Bonds then Outstanding.and(vi)notice of such filed with[he Trustee at least two(2)days in advance ofthemalcing of such investment in time deposits or cemficmes action,suit,w proceeding is given m the Trustee;provided,however,that no one or more Owners of the Bonds hall of deposit secured in the manner required by law for public funds,or be invested in such other investments as are lav any right m any manner wdatsaever to affect,disturb,or prejudice the Indenture by its,his or their action or to permitted under,the City's investment police or Public Funds Inveatmeni Act,Chapter 2256,Government Code,as culotte any right therconder except m he manner provided in the Indenture,and Nat atl proceedings at law or in mended(the"PFIA")or any successor law,as in effect from time to time;provided that all such deposits and equity shall be instituted and maintained m the manner provided in the Indenture and fpr the equal benefit of the vestment shall he made m such ma net(which may include repurchase agreements for such invesmreat with any registered owners of all Bonds Nen Outstandng.The nunification,request and famishing of indemnity shall,at the primary dealer of such agreements)Nmoney required the mrequired to be expended from any fund will be available athe option of the Trustee.,be conditions precedent to the execution of the powers and trusts of the Indenmre and to any proper time ar times as set fon,in the Indenture. action a cause of action for the enforcement of the Indentute or for any cher remedy thereunder. Obligations purchased as an investment of moneys in any fund or account established pursuant to the Subject to provisions of the Indenture with respect to certain liabilities of the City,nothing in the Indenture Indenmre shall be deemed to be pan of such fund or account,subject,however,to the requirements of the Indenmre shell affect or impair the right wary Owner to enface,by action at law,payment ofany Bond at and after the maturity for transfer of interest earnings and profits resultrngfrom;nvesnnentor'amomu,,fundsandaccoun[s.Wbeneverin Hemof,a on the date fxed for redemption or the obligation of rhe City to pay each Bond issued Hereunder m the rhe Indenture any mnney.s a rulu;rrd to be transferred by the Ciry to He Tm:tee,such rnrefcr may be acwmplisl,rd respective Owners therouf at the time and place,from the source and in he manner expressed liberal,and in the Bonds. by transferring a like amount of permitted investments under the indenture. In use the Trustee or any Owners shall have proceedrce an ed to to— right under the Indre entuand such Against Encumbrancer proceedings shall have been discontinued or abandoned for any teasel car shall have been determined ad—ly to the Tmstm or any Owners,Hen and in every such ase the City,the Trustee and the Owners shall be featured to Heir Other than bonds issued to refund all ora poa ran of the Bonds,the City will covenant in the Indenrure not to former positions and rights Hereunder,and all rights,remedies and powers of the Trustee shall continue as if no such create and,to the extent Pledged Revenues are received,not suffer to remain,any lien,encumbrance or charge upon Proceedings had been taken. the Pledged Revenues,other than that specified in the Indenture,or upon any other property pledged under if. fndenmre,except the pledge created for the security of the Bonds,and other than a lien or pledge wbordnate to He Application of Revenues and Other Moneys After Event of Bataan lien and pledge ofsuch propeov related to the Bonds. All moneys,sacurities,funds end Pledged Revenues and the income therefrom received by He Trustee So long as Bonds are Outstanding under the Indenmre,the City will not issue any bonds,notes or other pursuant to any right given or act-taken under the provisions of the[,denture with respect to Events of Default evidences of indebtedness other than the Bonds and bonds issued to refund all or a portion of the Bonds secured by shall,atter payment of the cost and expenses of the proceedings resulting in He collection of such amounts,He any pledge of or other lien or charge-the Pledged Revenues or other property pledged under the Indenmre,other expenses(i,ctuding Twstee's counsel),liabilities,and advances incurred or made by the Trustee and the fees of the than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. Trustee m carrying put the Indenture,be applied by the Trustee,an behalf of the City,to the payment of interest and principal m redunptian price then due an the Braids,as follows: Additional Oblige bu. (i) FIRST.To the payment m the registered Owners entitled thereto all iustallments of interest Although the Bonds are secured by separate assessments levied pursuant to the PID Act on assessable then duein the drem order of maturity ofsueh installments,and,ifthe amount available shall not be sufficient property within the Westem m Improvement Area of the District only for the Roadway Improvement,,the Indenre to pay in full any inmmanl,[hen to the payment thereof ratably,according to the amounts due on web suthonzing the issuance of the Major Improvement Bonds provided that the City could only issue Additional installment,to the registered Owners entitled thereto,without any d icrimination or pry ranee;aad Obligations,including He Bonds upon the following conditions. (i) SECOND:Tothepaymewto the registered Ownen edited theretocftheunpaid principal 1. There are o defnquent Majus Improvement Special Assessments at the time He of Outstanding Bonds,cr redemption price fany Bonds which shall have become due,whether at maturity Additional Obligations are to he issued; or by call for redemption n the direct order of their due dates and,if the amounts available shall not be a.icianr to pay in full all the Bonds due cm any date,then to the payment thereof ratably,a cording to the 2. The City and the Developer we each in full cemphare with their respective continuing am oums of principal due and to the registered owner entitled thereto,without any discrimination or disclosure agreements entered inn in connection with the Bonds pursuant to Rule 15c2-12 adopted by the preference. SEC under He Securities Exchange Aa of 1934; Inthe event funds are not adequate to cure an Event of Default the available fends will be allocated to the 3. Either(a)the Major Improvements have been completed,a(b)the Project Engineer(as Bonds that ere Outstanding m proportion to the quantity of Bonds that non currently due end in default under the terms defined in the Serviceand A—ssmaw Plan)shall have certified in writing to the City prier m the levy of ofihe Indenmre. saaraments fon the Additional Obligations that there are s.ffriml funds in the form of cash available to complete the Major Improvements;and Within am days of receipt of such good and available funds,the Trustee may fix a record and payment dare for any payment to be made to Owner. 21 22 45632221.14 45632221.14 4. The City will baec determined that there are Buff cien2 funds in the form of cash on hand SOURCES AND USES OF FUNDS tofund the construction of all of the planned roadway improvements(other than the Roadway tmprmemenis to be f nanced by the Bonds)as contemplated by the Memorandum of Understanding. The table that follows mmze suaris the expected sources and uses of proceeds of the Bonds and additional Funds received from the Developer and the City. At Closing the City will certify that the Additional Obligation conditions above have been met. Sour—of Funds: '.. Exceptfor bonds issued to refund a 11 or a portion of the Bonds and/or the Major Improvement Bond s, Principal Amurm $_.. _00 no Additional Obligations seared in whole or in part by an assessment levied against the property within the Net Premium — 00 District will be issued Developer Contribution for University Property 00 Developer Chisholm Trail Contribution _....__00 City Contribution for Roadway improvements s .00 City Contribution for Outside-Distriet Improvements S 00 TOTAL SOURCES S_.. _.00 Use or Fuad,: Deposit to Roadway Improvement Account $_... ..__,00 Deposit to University Properly Improvement A--I 00 Deposit m Capitalised larerest Account of Bond Fundf° _ 00 Deposit to Reserve Account of the Reserve Fund 00 Deposit to District Adminisvative Account ofthe Admtnistmtive Fund 00 Deposit to the Di.m.Projat Management A.-Ind —...... 00 Deposit to the University Pr jest Management Aeoount Oo Deposit to the Chisholm Trail Ranch Improvement Accouru 00 City Contribution for Roadway Improvements maintained in separate _ _ .00 account by City far such purpose City Contribution for Outside-District Bnprovements maiawned in separate _....._ 00 account by City for such purpose Coals of Tcsuance _ _.00 Underwriter Discou n 00 TOTAL USES S 00 ra IYc FbnUs will mcluie coplutizdivrcrem Wouaa 9eprcm4r 1.20 (REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK) 23 24 95632221.14 #5632221 14 DEBT SERVICE REQUIREMENTS-THE BONDS DEBT SERVICE REQUIREMENTS-THE BONDS AND THE MAJOR IMPROVEMENT BONDS The following table sets fonh the anticipated total debt smice requirements for the Bonds. The following table sets forth the anticipated total debt service o quiramems for the Western Improvement Area including its share of the Major Improvement Bonds and the Bonds. Year Ending Western lmprovement Area share of (September 11 Principal Interest Totalel.Sandh1lot rpveme�teapps- 2019 $ 371,210 $ 371,210 near Ending Debt Debt Aggregate 2020 311,505 311,505 Lptemherll Piin-al Interest 5ervui<e Prinecal Interet Service Tmal 2018 $ - $ - $ - 5 - $ 290,069 S 290,069 $ 290,069 2021 200,000 311,505 511,505 2019 371,210 371,210 - 330,387 -,387 701,597 2022 210,MD 300,105 510,105 2020 311,505 311,505 - 330,387 330,387 641,892 2023 220,000 288,135 508,135 2021 200,00) 311,505 511,505 247,626 330,387 578,012 1,089,517 2024 235,000 275,595 510,595 2022 210,000 300,105 510,105 260,523 318,005 578,528 1,088,633 2025 245,000 262,200 507,200 2023 220-00 288135 508,135 273,420 304,979 578,199 1,086,534 2026 260,000 248,235 508,235 2024 235,000 275,595 510,595 288,897 291,308 580,205 1,090,800 2025 245,000 262,200 507,200 304,373 276,863 581,237 1,088,437 2027 275,000 233,415 508,415 2026 2671,- 248,2M aos,m 319,850 261,645 581,495 1,089,730 2028 290,000 217,740 507,740 2027 275,000 233,415 508,415 335,326 245,652 580,979 1,089,394 2029 310,000 201,210 511,210 2028 2%1" 217,740 507,740 353,382 228,886 582,268 1,090,008 2030 325,000 183,540 508,540 2029 310,000 201,210 511,210 371,438 211,217 582,655 1,093,865 2031 345,E 165,015 510,015 2030 325,000 183,540 508,540 392,074 192,645 584,719 1,093,259 2031 345,000 165,015 510,015 412,709 173,041 585,751 1,095,766 2032 365,000 145,350 510,350 2032 365,000 145,350 510,350 435,924 152,406 5118,330 1,098,630 2033 390,000 124,545 514,545 2033 39m000 124,545 514,545 456,560 130,610 587,169 1,101,714 2034 410,000 102,315 512315 2034 410,000 102,315 512,315 482,354 107,211 589,565 1,101,880 2035 435,000 78,945 513,945 2035 435,000 78,945 513,945 508,148 82AW 590,639 L104,584 2036 460,ODO 54,150 514,150 2036 460,000 54,150 514,150 536,522 56,498 592,970 1,107,120 2037 490,000 27,930 517,430 2037 490,000 27930 517,930 564,896 28,951 593,847 1,111,777 Totals $5,465,000 $3,902,645 $9,367,645 $6,544,023 $4,343,587 $10,887,610 $20,255,255 Totals $ 5,465,000 $ 3,902,645 5 9,367,645 'PreBmnar,subject tochange. '"Figu2sror 2018lnclude debt service share ertaMished at ittuance et Major lmprovemen[Bonds.Figures for (REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK) 2019-2037 reflect Western Improvement Area's share of the Major Improvement eonds tossed on the reallocation of Major lmpmvemen[Special Assessments as outlined in the Service arW Assessmen[Plan.See"BONDHOLDERS, RISKS-Reallocation of Major Improvement Assessments and Roadway Improvement Assessmentt"and AppeMie C-Form of Service and Assessment Plan for further discussion. (REMAINDRR OF PAOF IS INTENTIONALLY LEFT RLANIC) 25 26 85632221.14 45632221.14 OVERLAPPING TAXES AND DEBT OVERLAPPING tURISDICTIONS TAX RATES As noted above,the Western Improvement Area of the District includes territory located in inner At Delivery 1,weadd or gov ental entities that may ism,In itim,debt secured by the Icy and collection of ad valorem taxes or IBonds Bund out assessments. Set forth below is an ovedapping debt table showing the outstanding indebtedness payable from ad Tax Year 2817 T,,Ydar2o17 valaem faxes and assessments with respect to pmperly within the Western Improvement Area ofthe District,as of Ad Valorem Ad Valorem May 1,2018 and City debt to he severed by the Special Assessments: Tarin a Entity Tax Rate(a Is.Rater'( OVERLAPPING DEBT TAB LE City ofFon Wonh $ 0.8050 $ 08050 Tanant County 0.2440 0.2490 Gross Direct and Tanant County College District 0.1401 0.1401 Outstarding Estimated Estimated Tarrant County Hospital DlstrkL 02244 0.1244 Taxing or Debt Percentage Overlapping Crowleylndependentschool District 16]00 1.6]00 Assets) En[i 5)15(2018 Appicablelr( Debtrsr Total Tax Rate $ 30835 $ 3.0835 The On,(fho Bonds) $ 5,465,0on 200.00% $ 5,465,000 Average Annual lnrtallmen[for Malorlmpmvements''(of the Qlstn<t ass The City(Malor lmpmvenant Bonds) 12,685,000 51.59% 6,544,023 rteequivalemper$100ln value $ 1.]8481x( $ q.0491(a1 The C4(Ad Valorem Tax-Supported Debrf 656,420,0637 006% 393,131 tax a Tarrant County 321,]95,000 002% 67,103 Average Annual Installment for R d nt151 of the District ass Tarrant County College District - 0.02% - TamardCounlyHospitalDishkt 19,300,ro0 002% 4,022 tax to eq.wul—par$100 in value $ 1.6094 Ur $ 0.0443 isl Crowley Indoperd—School District 394,583,964 r— 2,357,032 $ 1,410348,964 $ 14,830,911 Total Tax Ra—nd Average Annual 1-sb rcfor MajoraM Roadway Improvements ofthe District as tax rate equWalent per$—nvalud $ 6.4776 $ 3.1768 (1)Based on the Appraisal"As Compldte"value far the Wesidm Improvem in Area of the District In on the Tax Year 20 1]Taxable A,sdssed Valuation for the taxingentifies;except for the Major Improvement Bonds.The Major (1)M repand by the Appraisal District Per$100 taxable appraised value. Improvement Special Assessments securingthe Maio,Improvement proveent Bonds are apportioned as dl—nb d in the (2j Derived from information presented in Section IV antl Appentlix A-i of the Updated Servile and Assessment Plan. updatetl Servile ant Assessment Man atta[fad to this PreimiMnary Limited Offering Memorandum. Includes the 51cial Asussments allocated antl levied within the Western Improvement Area for payment of the Sources:Municipal Advisory Council of Texas,the Appraisal District,the Appraisal and the Updated Service and Series 2017 Major Improvement BOMB;does NOT include assessments levied within the Eastern Improvement Area for Assessnrenf%an. payment of the Series 2017 Major Improvement Bands or assessments levied whhin tM Western Improvement Area for payment of the Series tole Roadway Improvement BOMa. In addition to the Roadway Improvement Special Assessments and Major Improvement Special Assessment (3)Based on$36,20dooc,^AS Compete°value as calCulated in the Appmisal. descdned above,[he Dev¢loper enOcipa[es shat each residentielim owner in the District will pays aintenance and (9)B:$Qon$1,3L6,416,WO Build Out Valuefor the Western Improvement Areaas calculated in Sxtian lV of the Updated operation f and/or a property owner's samciatfo,fee to a hordenwnor'3 association(the"HOA"'f one or more of Service and Assessment Plan. whichareexpectedtobefonnedbylhe Devdoperatterd¢livery oflhe Bonds.Tnadditiontothe City,andasdescribed (s)Derivetl fmminformabon presemetl in Sectionrvantl Appendix A-i of the Updated Service and Assessmerrc Plan. In the following tables the following faxing entities may each levy ad valorem laces upon land in the District for Includes the Special Assessments Ieviedwithinthe Western(mprovd ant Area for payment ofthe Sends 2018 Roadway payment fddb,incurred by such gov ental entities andlorfor payment ofmaimmu.-and operadons dupes. mprovementeoods;does NOT include assessments levied fd,the Western Improve ant Area share of Ne series 2017 The City has no C.du.1 Over the level of ed valorem taxes or apaial icameductuts levied by such other taxing Major lmproyemem Ban ds ora—sments levied within the Eame,n fton—einem Area for payment of the Series 2017 authorities The fdlowing table reflects the overlapping ed valorem lax rates currently levied on property located in Major Improvement Bonds. the District The Dislrictislocatedentirdywithin Tarrant County Sources:Tarrant Approiml District,the ApprwsalaM the Updated Servile and Assessmen[Pbn. (REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK) 27 28 95632221.14 95632221.14 Estimated Average Annual Assessment in Westem Improvement Area ofthe District as tax rate equivalent per$100..value"'at delivery of If land is devoted principally to agricultural use,the developer can apply for an agricultural valuation on the the Bonds 33.2080 property,and pay ad valorem taxes based on the land's agH-J.ml value. All but approximately 80 ac®s and the University Property within the District is eptly subject to an agricultural value. Agricultural use includes Estimated Average Annual Assessment in Westem Improvement Area ofthe production of crops or livestock. It also can include leaving the lad idle for a government program or for normal District as tax rate equivalent per$100 in value at Projected Build Out $0.0882 Imp or livestock rotation.A portion of the property in the District is currently being leased ro two unaffiliated third parties for agricultural purposes o�dy.The aforesaid agriculnuat lease will be terminsted as to the property within the Estimated Total Tax Rate and Average Annual Assessment in District per$100 Dismct at or prior to commencement ofd...]opium[by Developer of the Development,and will be terminated as to m value at delivery of the Bonds $6.2915 any subsequent phase development property at or prior to commencement of such subsequem phase development. Emouted Total Tax Rate and Average Annual Assessment in uistricii per$100 If land pisfified for an i gne livral valuation and the land use changes to a non-agricuVwral use,"rollback value at Projected Build Out $3.1717 bnxcs"are assessed for each of the previous five years in which the land mceived the lower agricultural valuation.The rollback tax is the difference between taxes paid on land's ngriculmral value and the taxes thaz the land owner would " Damed from immuslim presented in the Sar.-and Asaissmem Plea, have paid if the land had been taxed on a higher market valuerest plus intecharged for each year Fom the date on Sorvra:Tarrant Cemmt Appsnlsol Dial— which taxes would have bear due. (REMAINDER OF PAGE 1$INTENDONALLY LEFT BLANK) If the land use changes to a non-agri-iteral use on only a portion of a larger met,the land owner can fence offine remaining land and maintain the egdculwral valuation on the remaining land,to this acer.n.,the land owner Quid only be responsible for rollback taxes on that portion of the land where use changed and not the entire net It oexpected thatrollbaek taxes will be paid by the Landowners or purchasers from the Landowners during d-clopment fthe District. ASSESSMENT PROCEDURES General AS required by the PID Act,when the City determines to defray a jumbon of the costs of the Roadway befouvaume. through Roadway Improv ant Special Assessments,it must adopt a resolution generally describing the Roadway bnprovemeab allocable to the District and the land within the District to be subject to Roadway Improvement Speoial Assessments to pay the cows therefat.The City has c..a d.an assessment roll m be prepazed for the West—Improvement Area(the"Assessment Roll"L which Assessment Roll will show the land within the '.. Westem Improvement Area of the District.be assessed,the amount of the benefit resod the Roadway Improvement Special Assessment against each Ini or parcel of land and the member of Annual InsWlmenu in which the Roadway Improvement Special Assessment is divided. Sh mtay notice will be given to the owmers of the property to be sled and a public hearing will be conducted to hear test m a,y from afketed property owners as to the propriety and advisability of undertaking the Roadway improvements and funding the same with Roadway Improvement Special Assessments.Following the hearing,the City will levy the Roadway Improvement Special Assessments and adopt theAssessment Ordinance immediately prior to adopting the Bond Ordinance.Following such adoption,the Roadway Improvement Special Assessments will be legal,valid and binding liens upon the property against which the Roadway Improvement Special Assessments are m made.The Assessent Roll will be filed with the City Secretary and made available for public inspection. Under the PID Act,the costs of Roadway Improvements may be assessed by the City against the assessable property in the Western Improvement Area of the District so long as the special benefit conferred upon the Asweard Property by the Roadway Improvements equals or exceeds the Roadway Improvement Special Assessments. The costs of the Roadway Improvements may be assessed using any methodology that results in the imposition of equal shares of cost on Auessed Property similady benefited.The allocation of benefits and assessments to the beneficed ,and within he Westem Improvement Area of the District is presented in the Service and Assessment Plan,which should be read in its entirety.See"APPENDIX C—Form of Service and Assessment Plan" Assessment Methodology The Sere and Assessment Plan describes the special benefit to be received by each parcel of assessable property as a result of the Roadway Improvements,provides the basis andj.anficam.for the determination that such 29 30 85632221,14 #563222114 special benefit exceeds the Roadway Improvement Spaial Assessmentsbeing levied,and establishes the methodology by which the City allocates the special benefit of the Roadway Improvemems to parcels in n manner that,results in equal shares of ,is being apportioned to parcels similarly benefited.As described in the Service end Assessment Plan,a portion of the costs of the Roadway Improvements are being funded with proveads of the Bonds,which are payable from and secured by Pledged Revenues,consisting primarily of the Roadway Improvement Special Assessments. A .nh3enc",IW.As se[forth in the Service and Assessment Plan,the City Council has determined that the Actual Costs(as defined in the Service and Asses —Plan)as—imed with the Roadway Improvements will be.11—nal w the Assessed Property by spreading the entire Roadway Improvement Special Assessment across ail the Assessed Property,within the Western Improvement,Arca on the ratio of estimated buildout value of each Land Use(as defined in the Service and Assessment Plan)to the estimated buildout value for all Land Uses within the Western Improvement Arcs.There is no assurance that the estimated build nm value of each Lend Use within the Western foxy, amens Area"I be achhvedareWeNem Impmvemenf Areae abut n(Melorimprova�m�Ypc 1 As evmnmtvaM nsnoma iasivammt lne WC Rnaiwry lmprovunmtx Saaml Assns— The following tables from the Service and Asaessment Plan summarize the assessment methodology far the Roadway Improvements in the Western Improvement Area,assuming the planned issuance of assessment—.- bonds The f dowingtables also aummanze(i)the Assessment fur each Land Use,(iij the Annual Installment f each Land Use,and(iii)the annus)installment as an equivalent tax rate for each Land Ilse based on the estimated build out value. The City has determined he method of allocation for the As of the Roadway Improvement Projects will eault in the imposition of equal shares of the Roadway Improvements Special Assessments on parcels similarly aimatedwithinthe District.The Roadway Improvements Spatial Assessmrnts and interest thereon are expected to he paid in Annual Installments as described above.The determination by the City of the assessment methodology set millionth ervi Sece and Assessment Plan is the result of the discretionary exercise by the City ou Council of its legislative suthnriry sad gove ental P—s and is onciusive and binding on she Developer,all other current—oes of property within the Ditrict and all future owners and developers within the Disvic[.Sce"APPEMHXC—Formof Service and Assessment Plan;' 32 ir ?i 95632221.10 aw seats Smr _ brl5 ms f�.tu i maanw• '� � fmflfo swuw+ 4s� I Wwvm+ msrawsw emnws mos+ wuV eumnw S u>wm -- n+s iCe SYrtmmiY tD.Nst f )Se t + tZls sm s e s s® mm I i � 4sw s�.rMa swrmis - fsu� �'� s tf WYIm'/�YJ u m! !]➢16tm a�rsuy �a JY v n. "ua� asr s a..oao s.m.m s�mc�suw s +nsooaoo sen s en+na f enmr f �rtw s ass s cw w aae � n + sm s r ww +mm YurM xm s evm f Ri+m s m+mmo s wEmmc 1sn s xate tm S AS9�t i t nsas s tm s cm -. - _. -�uu� �r r+r�� s,r�uws+�awesrrRx9w�s rrwsew�r( Sg•Rer ^sTsr�n~mRF `• Ss+WSIMiM,. �anim'rYs��+oeUfsPo�w+VsbYelaRsnASm '',. rw ywxrx rs_._ r+—assess�r� �rarrs 33 Collection and Enforcement of Roadway tmprovement Special Assessment Am...ts Dale Payment Cumulative Cumulative Receved Penalty interest Tota Under the PID Act,the Annual btstallecom,may be collected in the same manner and at the same time as February 6% 1% 7% regular ad valorem taxes of the Ciry.The Roadway tmprovement Special Assessments may be enforcta by the City March 7% 2% 9°/a in We same manner that an ad v.im—tax lien against real property is enforced. Delinquent installments of the April 8% 3% 11% Roadway Improvement Special Assessments incur interest penalties and mencey'a fees in the same manner as May 9% 4% 13% delinquent ad valorem coxes.Under the PID Al,the Assessment Lien is a first and prior lien against the property June lo% 5% 15% Zeased,superior to all other It,,,and claims except liana or claims for State,.aunty,school district or municipality July 12% 6% 18% adsvaloremotam.See"BONDHOLDERS'RISKS—Assessment Limitations"herein. Ager July,the penalty remains at 12%,and imereat morasses at the rate of 1%each month In addilioa,if The City will covenant in the hadenmre to collect,or cause to be collected,Roadway Improvement Special an account is delinquent in July,a 20%atiomey's collection fee may he added[o the[mal penalty and interest charge. Assessments as provided in the Assessment Ordinance. Currently,the City expects the Roadway Improvement In general,property subject to lien may be sold,in whole or in parcels,putsuam co Court order to collect betterments Special Assessments and the Major Improvement Special Assessments to be collected by the Tarrant County Tax due.An eutomeric stay by creditors or other entities,including go-noncrta units,could prevent governmental units AmessorlCollecter on the same bill as ad valorem property taxes. No less frequently than annually,City staffers from foreclosing on properly and prevents liens for post-petition taxes from attaching to property and obtaining designee ofthe City shall prepare,and the City Council shall approve,an Annual Service Plan Update to allow for the secured creditor arms unless,in either case,an order lifting the stay is obtained t the benlempley conn.la most billing and collecKion of Annual Installments.Each Annual Service Plan Updar shall include an updated AssmstneM as,post-petition Roadway Improvement Special Assessment would be paid as an administrative expense of the Roll and a calculation of the Annual Instalment for each Parcel.Administrative Expenses shall be allocated among estate in bankruptcy or by order of the bankruptcy coon. all Pares in proportion to the amount of the Annual Installments for the Panels. Roadway Improyean-t Special Assessment Amounts The City will covenant,agree and warrant in the indenture that,for so long es any Bonds are Outstanding,it will take and pursue all actions permissible under Applicable Laws to cause the Roadway Improvement Special R-da•.y Imps—ext.Sped.!Assessment A-- Them ousts of the Roadway Assessments to be collected and the liens thereofenforced continuously,in the manner and to the maximum extent Improvement Special Assessments havebeen established by the methodology described io the Service and Assessment permitted by Applicable Laws,and,to the extent Committed by Applicable Laws,to cause noreduction,abatement., es Plan.The Assessment Roll ser forth for each year the Annual lnsrf llemnts each Parcel consisting of(i)the annual exemption in the Roadway Improvement Special Assessments, portion allocable to the payment of principal and interest on the Bonds for each Parcel and the Additional Interest,and (it)the component of the Annual Instalment allocable to Administrative EnpensesThe A...at histallments for To the extent permitted by law and available to the City,notice of the Annual Installments will be sent by, Roadway Improvements may not exceed the amounts shown on the Assessment Roll as may be muddied pursuant to on behalf of[he City,to the affected property oween,on the same statement or such mher mechanism that is used the terms of the Service and Assessment Plan The Roadway Improvement Special Asser—ants will be levied against by the City,so that such Annual Installments are collected sisole—cously with ad valorem tares and shall be subject the pares comprising the Assessed Property as indicated on the Assessment Roll.See"APPENDIX C—Form of m the same Pentium,procedures,and foreclosure In incase of delinquencies ns are provided for ad valorem taxes Service and Assessment Plan"and"APPENDIX G--Form of PID Reimbursement Agroemem" of the City. The Annul Instalimenis shown on the Assessment Roll will be reduced to equal the actual coats of repaying The City will determine or muse to be determined,no later than March 1 of each year,whether m not any the Bonds,the Additional Interest and actual Administrative Expenses(as provided for in the definition of tach term), Annual Installment is delinquent and,if such delinquencies exist,the City will order and cause to be commenced as raking into consideration any other available funds for these costs,such as interest income oa account balancea. as practicable any and ail appropriate and legally permissible actions m o>bmin such Annual installment,and any dehaqumt charges and interest thereon,including diligently prosecuting an action in district court in foreclose the Meshed of Appe mammeat otAssessmeMs. For purposes of the Service and Assessment Pian,the City rrently delinquent Annual Installment. Notwithstanding the foregoing,the City shall not be required under any Council has determined that the Roadway Improvement Special Assessments shall be initially allocated within the umrn saos to purchase or make payment for the purchase of the delinquent Roadway Improvement Special Wesea tem Improvement ArAssessed Property based m the ratio ofeanmeted buildout value of each Land Use to Assessment or the corresponding Assessed Property. estimated buildout yet=of all Land Uses. Sao"APPENDIX C—Form of Service and Assessment Plan." See "ASSESSMENT PROCEDURES" The City will implement the basic timeline and procedures for Roadway lmprovement Spoei.l Assessment collections and pursuit.fdelinquancies set froth in Exhibit C of the Continuing Disclosure Agreement of the Issuer The Bonds are secured by a first lien on and pledge of Pledged Revenues,including the Roadway son forth in APPENDIX E-1 and to comply therewith to the extent that the City reasonably doinummes drat such lmprovement Special Assessment.See"SECURITY FOR THE BONDS"and"APPENDIX C—Form of Service compliance is the most appropriate timeline and procedures for enforcing the payment of delinquent Roadway and Assessment Plan" lmprovement Special Assessments. Prepayment of Special Assessments The City shall not be required under any circumstances to expend any funds for delinquent collection costs in connection with in,covenants and agreements undo,the Indenture or otherwise other than finds on d,—tin the Permant to the PID Act and the Werucre,the owner of any property assessed may voluntarily prepay(a Administrative Fund. "Prepayment")all re part of any Roadway Improvement Special Assessment levied against any Int m parcel,together with accred interest to the date of payment,at any nine.Upon receipt of such Prepayment,such amounts will be Annual Instalments will be paid to the City or its agent.Annual Instalments are due on October I of each applied towards the redemption or payment of the Bonds. Amounts received at the nine of a Prepayment which year,and become delinquent on February l of the following year In the event Roadway improvement Special represent a payment ofprincipal,interest,orpenaltimen a deloomentiwtalment ofa Roadway Improvement Special Assessments are no[nomy paid,thete are penalties and interest as set forth below Assessment are not to be considered a Prepayment,but rather are to be treated as payment of regularly scheduled Roadway Improvement Special Assessments. 35 36 45632221.14 #5632221.14 Priority of Lien THE CITY Each ofthe Roadway Improvement Special Assessments and the Major Improvement Special Assessments Background any reassessments Nerenf,the expense of collation,and reasmtable attorney's foes,if incuttd,cormu ms a first and prior limn against the property assessed,superior to all other It...and claims except lima a claims for the State, The City of Fort Worth,Teras is a political subdiviaim and municipal caparom of the State,located in county,school district or municipality ad valorem late.,and are a persons]liability of and charge Being the ownm Tenant,Denton,Fester,Johnsen and Wise Counties,Texas.The City covers approximately 345 square miles, ofthe pmpoV regardless of whether the ewnas are named.The liras are effective from the dam of the applicable assessment ordinance,until the date the corresponding bonds are paid,and may he enforced by the City in the same City Gwemment manner aan ad valorem for levied against real pmpssty,may he enforced by the City.Thowne e r of any property sse.sedmay pay the entire Major Improvement Spocial Assessment or Roadway Improvement Special Assessment The City is a political subdivision and municipal capreatim of the Stam,duly organum and existing under levied against any his a Fame],together with seemed interest to the data of payment,at any timethe laws of the State,including the City's Home Rule Charter.The City War incorporated in 1873,and first adopted its Home Rule Charter in 1924.The City operates under a CauncfUMi nager f of govemmmt with a City Council Foreclosure Proeediaga comprised ofthe Mayor and night Councilmembem.The term of office for the Maya and the eight Camedmembem is two year.The City Manager is the chief administrative officer for the City.Some of the services that the City In the event of delinquency in the payment of any Annual Instalment,except for unpaid Roadway provides are public safety(police and fire protection),street,.ata and saniory sewn utilities,culture-recreation, Improvement Special Assessments a Major Improvement Special Assessmmfl on homestead property(unless the public transportation,public unprweme,M planning and wring,and general iniummetrtive services.The 2010 lien associated with the special assessment attached prim to the dam the property became a homestead),the City is Census population for the City was 741,206,while the estimated 2017 pop,]"w was 815,430. empowered to ado institution of an axion in slate district wort to foreclose the lien of such delinquent Annual I..Almmt. h,such—or Ne real properly subject m the delinquent Annual Installments may be sold in judicial The current member ofthe City Council and their respective expiration of terms of once are as follows: foreclosure sale for the amount of such delinquent Annual Instalments,plus penalties and interest. Term Fxpires Any sale of pmpaty for nonpayment of an iwtllmrnt or installments of an Roadway Improvement Special Council Metal, fxfil Assessment or Major Improvement Special Assessments will be subject to the lien established for remaining unpaid Harry Price(Mayor) 2019 installments of the Special Aasessment against such property and such property may again be sold at a judicial Carlos Flores 2a 19 farclowre sale if he putcheser,thereof F.I.to make timely payment of the non-delinquent installments of the Brien Byrd 2019 Rodway Improvement Spacial Aaswsments against such property es they become due and payable. Judicial Cary Moon 2019 foraclowre proceeding.ireor m nnndstery.In the event a fasu lrc is necessary,there could be a delay in payments Gy.Bi—, 2019 to Owners of the Bonds pending pra.ecution ofthe foreclosure proceedings and receipt by the City of the proceeds of Jung..Jobnwn 2019 the foreclosureaele.h is possible that no bid would be received at the forecle.ure We,and in such event there.Wd Dennis Shm8lemn 2019 be an additional delay in payment ofthe principal of and interest on the Honda a such payment may not M made in Kelly Allen Gory 2019 full.The City is no required under any circumstnu to purchase or make payment for the purchase of the delinquent Arm Zadeh 2019 Rodway hnprovsmmt Spoond Assessment on the corresponding Assessed Property. Select Administrative Sniff of the City. The City will covenant in the Immune to take and pursue all actions permissible unda Applicable laws m use the Roadway Improvement Special Assessments to be collected and the liens thereof enforced cantinumsly,in Name Position the manner and m the.—mum extort permitted by Appficahle Laws,and in cause no reduction,abatement or David Cooke CityManager emption of the Roadway Improvement Special Assessments,provided that the City is not required in erpeod any Mary J.Kayser City Secretary funds for collection and enforcement of Raadwy Improvement Special Assessments other than fiords on deposit in Aaron J.Bww ChiefFiruncud Officer the Administrative Fund-Pursuant m the Indenture,Foreclosure Proceeds(occluding Ddinqumt Cotlxtian Costs) and Director of Financed —first.Pledged Revenues to be deposited into the Pledged Revenue Fund upon receipt by the City end distributed Management Services naccordmcewiththelndm.. See"APPENDIX B—Form oflndentana"See also"APPRNDIXF1—Formaf Iheclo.ure Agreemmtofthe laud'far adeeeriptienofthe ezpecld timingo£ceneinevenmwiN respect mcollection General information regarding the City and the ammundmg area can be fa and in"APPENDIX A-General ofthe delinquent Special Assessments. information Regarding the City and Surrounding Area." The City wilt create the Delinquency and Prepayment Reserve Account under the ludemme and.til fund THE DISTRICT such account m provided in the Indenture.The City will am be obligated te fiord foreclosure proceedings our of any funds oNa than in he Adminisuative Fond.If there are inwtLcient funds to pay foreclosure coast,the Owners of General sbe Bonds may be required m pay sensuous necessary to commie foreclosure proceedings. See"SECURITY FOR THE BONDS—Delinquency and Prepayment Reserve Account of the Re.ave Fund,""APPENDIX B—Farm of The PID Ax anthorius municipalities,such as the City,to create public improvement district wi thin their h dormre"and"APPENDIX C—Form of Service and Assessment Plan." bosmdarrw or amum mtaial unci.diction,and to impose assessments within the public impeonemmtdistrict to pay for ceuainimproo mer s.The District was created by Resolution No,4724-12-2016 ofthe City adopted on December 13, 2016 in accordance with the PID Aa(the"Creation Resolution")for the purywe of undertaking and financing Ne coats of cutin public improvement within the Distrix.including the Malo Impcovemems mad the Roadwy Improver mts,authorized by the PID An and approved by Ne City Council that confer aspects]benefiton thepotion 37 38 #5632221.14 #5632221.14 ofthe Diame,property being developed in a phase.The District is Am,separate political subdivision of he State and Descriptio,ofth,Major improvements is governed by the City Coumcil.A snap of she prop<rty'within the Dietrix is included on page v hereof 7'he Major Improvements , of the I,.—Improv rnt Area and W eamrov ant m ImpArea,include water Powers and Authority and sanitary sewer unprmenumts benefitting the Eastern Imprmement Area and the Weshm Improvement Area of the District. Pursuant to the PID Aa,the City may establish and create the Distrix and undertake,or reimburse a developer for the costs of,reaps-ernent p jests that confer a special benefit oe property located within the District, Weser Imin-Nmenis-The water impm encs("Water Improv encs")consist of the....tinction and whether located within she City limits or the City's extraterritorial jurisdiction.The PID Act provides that the City installation ofwaterhoo,mains,pipes,valves and appurtenances,necessary torthe waterdistributiem system that will may ley,and cot)eer the Major ImpoommNat Special Assessments and the Roadway lmpovement Special service al l of the Ass,,sed Property within the PID.The Water lmprwem,nx will be conmormal according to City Assessments on property in the District,or portion.thereof,payable in periodic installments based on the benefit standards,determined in the City's sole discretion.The Actual Cosa of the Water Improvement,are$2,759,319 conferred by an improvement project to pay all.,pan of its cost ($1,335,923 have been allocated m the Eastern Improvement Area And$1423,496 have been allocated to the W eatem Imprmement Area). An additional$155,045 was paid by the Do elopimprovement er for the water p.rmm of the Pursuant in the PN Act and the Creation Resolution,the City has the power to urdertake,or reimburse a Univeraity Improvements which will be constructed concurrently with the Water Improvements. developer for the costs of,the financing,acquisition,consuuction m imprmement of the Major Improvements and the Roadway Improvements. See"THE,MAJOR RIIrROVEMENTS AND ROADWAY IMPROVEMENTS." SanilmySewer lmlxovements-The sanitary sewer Improvements("Sanitary Sewer Improvements")consist Pursuant to the authority granted by the PID Act and she Creation Resolution,the City has determined to undertake of.... tion and installation of pipes,service lines,manholes,encosemems and appurtenances necessary to provide the cons2muire,acquisition or purchase of certain water.it sanitary aewerpublic improvements bemef tting Eastern saritary sewer service to all of the Assessed Property within the PID.The Sanitary Sewer Improvements will be Improv em Area and Wasmm[mprovement area ofthe fyistda and outside of the Distract compnsimg rhe Mejar fected according to City standards,determined)in the City's sole discraii—The Actual Costs of the Smilary Improvemeo[A and to undertake the....Atictrxi of,.ad..y,.p,.,c..s within the Western Improvement Area of Sewa Improvements are$5,724,317($2,771,218 have been allocoted to the Eastern lmprmement Area and rhe District campnsing the Roadway imprmemenrs and to finance a portion of the costs of both the Major $2,953,099 have been allocated to the Western Improvement Am). An additional$331,239 was paid by the Impowernems and the Roadway Improvements through efie iswance of bonds. The City,with it issuance of its Developer for the sanitary sewer improvement portions of the University Improvements which will be constructed Special Assessment Revemue Bonds,Series 2017(Fort Worth Public Improvement District No.17(Rack Creek simultaneously with the Sanitary Sewer Improvements. Ranch)Majorlmprmement Pryect(the"Min or Impweme.tBoods")provided funds to finance,inter aha,the Major Improvements.Debt service on the Main,Imprmement Bonds is paid through separate assessments levied within the The Major Improvement Bands wire issued on September 14,2017 to fund the coax of the Major EA""Impoavemem Are,and Western lmp,m ant Area for the Major lurpnor,ement.,.With the issuance of rhe Improv ents.Construction of fl a Water lmro pe ants began m 0embe,2017 and are substantially complete as of th Bonds, e City will provide funds to fi—,inter glia,the Roadway Impovements.See"SOURCES AND USES April 2018. Cma a ion of the Sanitary Sewerlmprovemcommenced erim has not yet are expected but expected ro be OF FUNDS."The City has determined to provide for the payment of debtservice on the Bonds tfu migh Pledged completed by February,2019. Revenues. See"ASSESSMENT PROCEDURES"herein and"APPENDIX C—From of Service and Assessment Plan. Roadway Improvements THE MAJOR IMPROVEMENTS AND ROADWAY IMPROVEMENTS The roadway improvements("Roadway Improvements')consist of the...stmction of paving,storm drainage,retaining walls,signage,and Naffs control devices and the acquisition of fight-cifm benefit the General Assess d PNp Ary within the Western Improvement Arca.Under the terns,fine Financing Agreement,a potion of the Roadway Improvements are being funded by the Bonds,with the remaining portion being funded by the City The Major Improvements were funded with pmceds ofthe Major Improvement Bonds and,once completed, Contribution Intra Diamcl.TheRoedway lmprovemenrs will be constructed according to City standards,determined will be dedicated to the City. The Roadway Improvements will be funded with the proceeds of the Bonds and the in the City's sole discretion.The Actual Costs of the Roadway Improvements are Anticipated to be S6,931,647,of City Contribution.Intra-Distria and,once completed,will be dedicated w the Ciry.The Dweloper is responsible for which$7,747,lel is expectd to be paid Gem the net proceeds of the Bonds and$3,184,546 is expected to bo funded rhe compledon of rhe c.nsaucaoq aequiairion or purchase of rhe Roadway Improvements,and the Developer or its hum the City ConMbuben Intra-District The Actual Costs of the Roadway Improvements to be financed from the designee will act as construction manager.From the proceeds of the Bonds,and from the City Contribution:Islas- nes proceeds of the Bonds will be allocated solely to Assessed Property within be W'eatere Improvement Area.An Diarricr,the City will either pay directly m will Nimburu the Developer for project costs.,..fly imooed in additional$657,992(the"University Property Contribution")is expected to be paid by the Developer for the road developing and wnsnucnng the Roadway Improvements within rhe District, Additionally,(1)the Developer will improvement portion of the University Improvements which will be constmctd concurrently with the Rodway fund the University Improvements associated with the Roadway Improvements that benefit the University Property Improvements,The Roadway lmprevements AN mad improvements within the Western Improvement Area. (the"University Property Contribution"),and(2)the Developer,on behalf of WM CTR.and the City will each fund a However,there are additional roadway impovernenx necessary For the successful operation of and guess to the portion of the Non-PlD Related Imp u-.amts. See"THE MAJOR IMPROVEMENTS AND ROADWAY development that are to be constructed n taidc of the boundaries of the Distad(the"Outside-District Roadway IMPROVEMENTS—General;'"-Outside-District Roadway Improvements,"and"THE DEVELOPMENT--- Improvements").Theoutside-District Roadwaylmprovemenbarenotheingconst,mtl dwiththeproeeedsof Development Plan" the Bonds and ar not a pert or the Roadway Improvement Special Assessment Sm"ROADWAY IMPROVEMENT'S Outside-Districa Roadway lmprwements"below for a discussion of dr,funding of the portions The cost of the Roadway Imprmeerems is$6,931 647 and approximately$3,747,101 of such casts ate of Brews,Road outside of the Districts boundarie, expected to be paid with net proceeds of the Bonds. As described in the Service and Assessment Plan and the Financing Agreement,additional roadway improvements outside of the Distrix coif(be needed for full development The following tables 1,ora the Service and Assessment Plan reflect the Loral expected costs of the Major of the Westem Improvement Area.See"THE MAJOR IMPROVEMENTS AND ROADWAY IMPROVEMENTS Improvements and the Roadway Improvements,and the Eastern Improvement Area and Western Improvemeal Area's ---Out ofDismet Roadway Improvements"belowproportionate share of the Major Imprmnmems and,with respect to the West—Imprmement Area,the Roadway imprwemem, 39 40 #5632221.14 #5432221.14 - The Financing Agreement is attached as APPENDIX K.No assurances can be given that any party m the Financing Agreement will ultimately fund their portion of the Outside-District Roadway fmprwemmr or the Roadway Imprwemmr,The parties will enter into a Qty Facilities AgebnrnL the farm of which is aM had as an CAW Tran ,rarer Tti .Wm exhibit to the PID Rembursmrrnt Agreenent attached herem as APPENDIX G,for the Roadway Imprwemerda.The we.n 1r5rm br9Noa. rpma.•r cons of the Nm-PIDRelated Impr mta,including the Outsido-Ostrio Rwdwry Tmprwemmb ere depicted in RWrd A.— Q.-non, —,C—. An.Yvan a( tlaetable from Ne Service and Asaes.mrnt P An below. Tw,c.r.pl.ar.w. es Pae=.tiro rww..�.�,b it ce.n[el E ]P1299a £ 4850 6 £ 1550+5 E 2.1.19 £ 1"1 135 TmY Nal Ravish It, f "ass 1 191951/ s - t U1.23A i 5931347 3 x963919 CoppAm,addr95rwMorrY,ManYDIYYYdIrR9bVi1Rl Fes 1 5 9a6'2E5 £ 219 5N 5 635991 £ 855 952 T C93 eat 5 69.41611 Dri•INq rpwraY avaenrr ion ovem•ausla.rlm2 a xawl s "a., a 44u,s" s 111222 s na9au 2 ACOu twbol UM tnlr ToW Cwbal irRraa,g9wrtrimYwmf%,qlw(+rbWgrYgalYYrwwrCq•IFaelNl,rwaorMU{NeaeF•mq A,10mrC•d NonilD livid rponmonr Ynp(A] rarrrrrRW..ErrYw•rwrllw,M.trN 110 •re9pw�b.iivvRall,ii4e+trrarayrgatl Cetenptien o,Provemtnb le) 9n prcroabents hal lel (ll ���a.e£Itlilpal,rlrrap6..rrrrb.+fir-n+w.rr4wrwr+r9yrrra9rrirraM - - aaapr rmf.wovwnrs grerrl.blY,rreyy y.fww.wr.w.yyyrAl.rare.w.r.iwe.r*•IrislwYahtrywawtyil vial 112,759319 198.570 S155.Oe5 53,012AN Yrallw.M1pN141UMrillFYrrYdYWaeMwbils W/aeY.Yrbawbplw,lltly-..a-- _San�'tary Sewer _S11211t7 11,95211 _ l3.11.2=9 6I Orb OJ]__ MYMWM`I4a9Walwmnglr•fYYlr/wWalryrw�Rwwmtga.11Mtlrr/a}•e1,IgrwllMWraw Ta1911t 9oprpvemrnlix EBaI-?59E $1.1110i,., 9iNFn.2@I $10.080991 rrMYai'asrrfrltra,..rnr WrrM1•rh•AMrlellrrvYrromlrrliMlrt•parreryirr•r,YYrt n°r -r W.rrr burr red. aoaJaaY lRalnll9A6a16 Non-PID Related lmprwemenb R"dway(c1 $6931 U7 91 814595 $651 992 S91.235 _ T914 Roadway Improvm $69346, $1814596 51992 $9469235anb 1 99 There ere certain public improvements which,although crostivaed at the same time as the Major 4M TrAyreorrarrpwe+.vr+vire - -- ImprwemmtsandtheRoadway lmpmvemmss,ere nm paid forby messmmb levied withinthe Districkbutwillbelrr+rparml qr�®raMrlplgrwsprI As. rrm.,i.am ,AW Ypmmw,bAmnemamrMrl/asamYagMrr9gma,rllrmO,erarrlhlrwsA paid by eitherthe City err othtt property owners not loaned within the 13istrict(the"Nm-PID Related Imprwemrnte'). margtr.rrrrrb•wgir-rrarrerrrr M9praYaprarrgnYrrrr r tRgrlal•r�rr The Non-PIDRelated haprovemems include sanitary rower and—improvesam[s m be coned.—d outalde the aamre.coralrpngrn+P.r.rrrrrrlmna,lAlp�e rrrmdrrwunrre Distnd. wrwwq _AA Th. rrrwsrMr rr•,m.yAY.w4 The Non-PTD Related Improvements include ceirain sanitary sewer improvements(wem2ing)And—ter a�Wr�aasaw_ w.mr�Wwarwttal.nwaq..rR.raer e.rrpgras.arwwrM 'ovrra/ra oar.Twwrwa,glvwrrwararrnpwrvra—wart• imprwemmts that do not benefit the Assessed Property within the I)ieoia and are not necessary for sanitary sewer Ilwrrr.war£w lawwanwaalrearr Rmro Rpm1 Y/,srns,rrawogtlllw.amts rsr+Mm.tr or water service m the Maessed Property within the District Mweh,thewnaofwchsmitmysewerandwetm Non- +V+our'1nT'r°w'+°°r"1r'°wiru"sa,Y"u/M'e PIDRelated tagnovementa we mtiszpstedmbefinanced by the City,in its discretim. sis—R ayrarwmrewudM.pun+rasag!.gdrwarYm+rragrrnwwwrrw+sb.wss, W PresadarrbY,�raYrraoW rge.,tlt sen Naoro arrarllarn.YYpaan• ,elr..rwyYrmrarNp/Y+rlr,am•q alwrnorrtr.r prr rnrnrraaYr.YSwrrrrr OanidaDislrict RoadwaT lmprovemeo[e a�raorrr•wadwr rrwamranbm..i..rarctruwsrarrlenlw9 Tnt9grwpeprrslnpsrrRrlm9en rrrragralamnY tri.rrrstaMrre/orb....RroYb,s.lruw.q,raa•glgnwrr The Non-Pro Related Ian wmnents arm include certain mad ion elnmta. Such rand ion emems1 'wh'+m£rrrllwrwrwa.grrreoorwrmwrmrerrTR.r+wrRmr/mpar.balma lleRa� IK prw prw lipor.aWl•raTYYlarla114raalulrllrn,Nh,r•aRMMl MrrgwrwmPw+Mww91M.9MiPaw£wrrna vn Of An extmvon of Brewer Road,m serve property or looted within the District(the"Oubido-DisMct R.WlnaseYprperr lrmMrowrurn.tgngrtgw.nrewaer.garrsrw..grnPrgrmnr Roadway Improvemmts"). The eatension of Brewer Road and the wnstrucam of the Ourside-District Roadwsy �1wYr5rr.:Igmvw�Rarwapru.wryl•rep919•r rr rrrl�re•rrgr uraq..lrrrr..mrw hvprnvemenb is critical to devel pmmt.1hin the Wearem Improvement Area of the Mshict.In order to provide u+'�'r9'rlwlrnk>o9mr..b,swmwamrwr.errlriwwm.awrrgrmawr,rpaw wraaaam,a,Mwaswrh.a for the funding of the Weide-District Roadway lmprwemenls,the City,the Developer and WM Sub CIR,1F,a -..— Texas Limited partnership C'WM CTR")a Walton affiliate that is developing a neighboring residential development called"Chisholm Trail Ranch,"have entered into s Financing Agreement and Limited Amendment to PID O..—hip and MAIM....r.of Improvement. Reimbursement Agreement dated ,2018(the"Financing Agreement')with respect to the canstNcti0n of the Roadway Lnpmvementa and the Outside-District Roadway Improvements.Porsaar—the Financing Agcement, The Rmdmy hnproverts wi nenll be ddi emted to ancuteted b d a the Outa{dtrInAnice Roadway Impr mem will be funded by 0)A deposit under the Indenture in the amount of p Y the City either in fee or through a public $635,00211 made by or on behalf of WM CTR f the payment of the Outside-District Roadway Improvemmta that use easement and will wnanmte a portion of the City's infreswcture imprwemmta.The Cirywill provide for the beneRt Chisholm Trail Ranch(the"Chisholm Tmil Contribution"),and(ii)of the City Conlnbution:Wtaide-Diamct ongoing opmanm,maintenance And repair of the Roadway lailimcments constructed and conveyed,As outlined in in the amount of 51,239,593.79,to be contributed by the Cityfrom appropriated funds of the City wdlce the proceeds the Serviceand Assessment Plan.The Private Improvements(defined herein)nm owned by a lot owner within the of a acnes of=notes to be issued by the City for the payment of Wtvde-DistrictRoadwav improvements generally District rill be dedicated to and accepted by one or mars Homeowner's Association,('HOA."). The IIOAa are benefirting the City.Paymmta for the cons of Outside-Dmtrkl Roadway Improvements shall be made pursuant to a aaticipand m protide for the ongoing operation,maimenanw and repair of the Private Improvements through the Certificate for Payment W tside-District Cons{p defined and set forth in Ne Fir,mcing Ageemmt).Following administration of a maintenance and operation fee And/or a property owner'.association fee to be paid by earl,lot f the Certificate for P owner widdn the District benefitted by such Private Imprwemrnts. approval of rymmt.lheCity will disburse Approved from the City Contribution:Weide- i Distrim end the Trugeo will disburse approved amounts from the Chisholm Tmil Property Improvement Account, directly in the Developer a the designated payee. 41 42 95632221.14 05632221.14 THE DEVELOPMENT The Landowners(as defined herein)acquired the property within the Dis.a comprising the Development s a long-rerm-estmem through multiple uansactions the occurred from Oduba 2013 through November 2015 The following information bas been provided by the Developer, Certain of the following information is The Development is expected.consist primarily of residential land vse with certain parcels reserved for commercial beyond the direct knowledge fthe City,the City's Financial Advisor and the Underwriter,and none ofthe City,the and mined-use development.In December,2016,approximately W aces((he"U,wooiry Property")within the City's Finandal Advisor or the Underwriter have any way of guaranteeing the accuracy of such immonsure The Western Improvement Area was donated t,Tarlden State University,a memberofthe Te—A&MUnivemity System Developer has reviewed portions ofthis Limited Offering Memorandum and warrants and represents that neither(i) (the"University System"),an agency of the Sime of Texas,for the use and beneu of the University. See"THE the information under the caption"THE DEVELOPMENT"no,(it)the information relating to the Developer's plan DEVELOPER—Acquisition of Property in the Unstrier."The Development is currently planned to include a vandy for developing the land within the District(the"Development")under the subwption"BONDHOLDERS'RISKS— of parks,tmiis,an amenitytamer and open space areas.(Although,the Service and Assessment Plan estimates and Dependence Upon Developer and Landowners'contain any untrue statement of a material fad or aunt to state any n development within the District,the actual planning for the Development is still in its preliminary mane feet necessary in order.make the statements made herein,to the light of the ruemratances under Ehm which stags and the final development plant,including the mix or inside Emily ad multi- gy reedenliat units, they are made,not misleading,At the time of delivery ofthe Bonds.the lmderwli.r,the Developer will deliver a ennamordal property and amenities have not yet been Finally determined.]The Development is located within temp m w this effect to the City and the Underwriter. the Crowley Independent School District. overview, The Development is owned by the Landowners,as described below in"THE DEVELOPER---Descnpdon Note that while this is a deacription of the Development plan for the end.Die u;i,the Bonds aresecured of the Developer"Master planning of the Development is in preliminary sages,but the Developer believes the only by the Roadway Improvement Special Assessments on property within the Western Improvement Area. Development can be completed in approximately 20 phases over an appraximmely 15 to 20 year period. The Information in this section regarding the entire District is provided for eumext with respect to the Western D—lope,commenced construction of the Major Improvements in October 2017;and the Water Improvemems are Improvement Arca within the entire Developmentsubstantially cumpleue as of April 2018. The Developer hopes to complete the Sanitary Sewer Impmvements by February 2019. Rock Geek Ranch(the"Development")consists of approximately 1,756 acres of undeveloped land loomed Subject ro lentis of the Finandng Agreement the Developer anticipates commancivg covawcdon of the in the southwest quadrant nfthe Ciry of Fort Wotth,Tarrantfounty,Texas generally located south ofthein.rudion Roadway Improvements, roadway portion of he University Improvements and Outside-Distua Roadway of the Chisholm Trail Parkway and McPherson Boulevard and east of Benbrook take along Farm Road 1187 near Improvements immediately following the City's issuanee of the Bonds,with completion espeaed to occur Old Gmnbury,Stewart Felts,and Clebume RoadsChisholm Trail Parkway bi-seas the Development from the approximately twelve months thereafter Additionally,Developer expecte that negotiations with merchant home northeast.the so,Imamhwest Approximately 923 acres nfthe Development h Intoned p the west Of Chisholm end of builders,commercial developers and other interested patties will begin in the 4th pourd of 2018.The Developer Parkway("Western Improvement Aree'),and approximately 833 attest of the Development is located w the east of trendy anticipates cmnpfeung land transactions withbmidmmdlor dm lopersofcommercial and residential trace a—is lm Tran!Parkway('-EIIsarn Improvemem Area").An aerial depiction of the Uevelopment and the surrounding within rhe first phase ofd—hpmora on a schedule that will result in that,.,delivery ofsm&-family lots I.builders ares is std forth blow: in the second half of 2020 Currendy,there are no builder letters of intent and no purcbase contracts with respell. the sale of property within the Development and nopurchase conuads are anently being negoda[ed.Based on current analysis in c uft tion with third-party consulters,the Developer's current expectations regarding estimated home prices in the Western Improvement Area ofthe Distract are as mllows: Bane I'.Pnee Avrerage Home Price Product Type r(_n 2t1�I)ollarsf (in 201ti.I)ollarsl Aysia Plan Size SF 40'loo $45,000 $225,000 1,675 sf _ SF 50'.55*lots $55,000 to$65,000 $230,000.$300,000 1,800 sf to 2,325 sf SF 60'to 65'lots $64,400 to$68,150 $270,000 to$350,000 2,675 of.3,225 sf SF 70'.75Ids $70,900 to$77,68D $325,000 to$4(k mi 3,400 of to 3,800 st Development Plan The current development plan for the public improvement is divided into two irome sages:(1)the onsoredion and installation ofthe Major Improvement Projects in bwh the Western Improvement Area and Fascem Improvement Area,and(2)the cooswcdon of the Roadway Improvements.serve the Westem Improvement Area. The.al we of the Major Improvements is espened to be approximately$8,483,636(the"Major Improvements Cos").Ofthe Major Improvements Cos,$3,986,568 was originally allocated.the Western Improvement Area and i 1 $4,497,067 was originally affindred to the Esstem Improvement Area- The Service and Assessment Plan has been updated in connection with the issuance ofthe Bunds and the allOrsdmn Ofthe Major Imlu—no—Costs basad On the The Development site is approximately t4 miles south of downtown Fort Worth on the Chisholm Trail most recent development plan and estimated build out is$4,107,041 to the Eastern Improvement Area and 54,376,595 Parkway.The Development is located in a growing development ars situated in the south quads.of the City,The to the Western Improvement Area. See"BONDHOLDERS'RISKS--Retell-earn of Major Improvement City,located in the weatem region of the Dallas-Fart Worth-Arlington TX Metropolitan Statistical Area(rhe"DPW Assessments and Roadway Improvement Assessments:'Constitute of the Major Improvements began in October MSA"),pr jets significant growth as the overall DEW MSA continues its growth Ir jm,.y. 2017,The Water Improvements are substantially complete as fApril 2018 and the Sanitary Sews Improvements are projected to be completed by Febnmry 2019. 43 44 #5632221.14 #563222114 As ser forth in the Service and Assessment Plan and the Financing Agreement,the net proceeds of the Bonds W4,591,48 is to be applied to the payment of all remaining University ImprovementsThe Universiry Improvements and the CityContribution:Intra-Dismct,will finance the construction of the Roadway Improvements solely within are m be constructed and financed conemrendy with the corresponding Roadway hnp—surents,and will be disbursed the Western hap—conew.Area. Funds from the Developer for the University Property Contribution wdll fund the by the Trustee to the Developer pursuant to the approval of each Certificate for Payment approved in connection with Universiry Improvements related to the Roadway Improvements and being constructed concurrently therewith.The the Roadway Improvements. City,he Developer and WM CTR will provide additional food.for the construction of the Outside-Dismct Roadway Improvements. Constmetion on the Roadway Improvements is anticipated to commence immediately after the The costs of the Outside-District Roadway Improvements are estimated To be$1,874,596.10 and are to be —imm of the Bonds and the Roadway Improvements are expected an be complete within approximately twelve funded by(a)the City Contribution,:Outside-District,in the amount of$1,239,593 73,and(b)the Chisholm Tied months.See"APPENDIX C-Form of Service and Assessment Plan"See"THE BONDS-Additional Obligations" Contribution,in the amount of$635,002.31.The City Contribution Outside-District is to be funded from lawfully and"THE MAJOR IMPROVEMENTS ANT)ROADWAY IMPROVEMENTS-Outside-District Roadway available funds of the City and/or a potion ofthe proceeds of the Proposed Tax Notes,The Proposed Tax Notes are Improvements" anticipated to be delivered in July 2018.The City Contribution:Outside-11i is not pledged as security far the Bonds.The City Conmbiamp:Outside-Dismct will be held by the City while the Chisholm Trail Contribution To complete Fully developed las within the District,each phase of Development will require additioad will be deposited to the Chisholm Tmil Property Improvement Aceount under the Indenmre by the Developer. phase-specific roadway improvements,water and sewer improvements and utility improvements(the"Private Paymew ofthe costs of the Outside-Distria Roadway Improvements will be disbursed concurrently by the City,how Improvements") These improvements were not funded by the Major Improvement Bonds and will not be funded by the City Contribution.Outside-District,and by the Developer,from the Chisholm Trail Property Improvement the Bondsand will be therespwsibduy ofthe Developer,Landowners.ortheirsuccessors-in-interest.Currontly,the Account,upon the approval of the applicable Certificate for Payment. Developer does not have a f nal plan for the construction and immllation ofthe Private Improvements or the estimated costs of such Private Improvements. The Developer is still in the process of analyzing the Private Improvements Cost overruns associated with the Roadway Improvements and the Ourside-Disttiet Roadway Improvements needed for the Development and theirrelated costs.Preliminary master planning is underway in the Development but shall be shared by the Developer and the City in the manner se[forth in the Financing Agreement, The Financing has nm yet been completed.The Developer has not determined how the Private lmprwmmmnts will be Ended.The Agreement amends the PID Reimbursement Agreement by modifying the form of Cwt ficae for Payment m be used sets of the Landowner primarily consist of land within the Dismct,and minor operating accounts,and To firm for Roadway Improvements and University Improvements,and ctea ms;a new fur,of Cerff tate for Payment for the banking or finanael arrangements have been made to date for the completion of the Development See payment ofOtnside-Diavia Roadway Improvements Each Certificate for Payment sets forth the pawatuages to be "BONDHOLDERS RISKS--Dependence w Developers and Landowners" dawn from each account upon the apprtrval of a disbursement. The Developer currently expects to complete the first phase of development in order m accomplish the first The Financing Agreement is arched as APPENDIX K.No assurances can be given that any parry[o the delivery of single-family Ims to builders in the second halfof 2020;however,the Landowner and Developer do not Financing Agreement will ultlmewly fund their potion of the Outside-District Roadway Improvements or the correndy have a firm timeline for the delivery of lots and the corresponding construction of homes. The dates se[ Roadway Improvements, forth herein are estimates only and the estimated completion dates are subject to a variety of factors,including the To of the Bonds,the funding of the Nan-PID Related Improvements;the ability of Developer to fund the PID Reimbursement Agreement necessary,Private Improvements and the ability of the Developer to sell lots to builders. The City and the Developer have entered into a PID Reimbursement Agreement with respect m the FSoaacing Agrmnteat development(the"PID Reimbursement Agreement"), The City,the Developer,and WM CTR have entered into the Financing Agreement for the purpose of Under the Pm Reimbursement.Agreement,the Developer is contractually obligated w construct the Major aializirw the financing ofthe Roadway Improvements,the University Improvements,and the No.PIDRelated Improvements and the Roadway Improvements or cause the Major Improvements and the Roadway hap—waenls to Improvements consisring of Outside-District Roadway Improvements. Pursuant to,the Financing Agreement,the be consvtscted and is also obligated to enter inn a City Facilities Agreement relating to the Major Improvements and Roadway Improvements are to be funded by(.),he City Conmbinim,Intra-Dismct,in the amount of$3,184,545 83, the Roadway Itnp—sonenrs.The Developer is w[relieved of its obligation[o conswa or cause[o be umstructed and(b)theHonds,in the umuunt of$3,747,100.81.Of the a,war fnded by the Bonds,$83,070 46 is to be deposited such Major Improvements and rhe Roadway Improvements even if there are insufficient funds in the Project Fund ,.The District Prycct Mamagement Accoom for the payment of PrmccI Management Fees,and$3,664,030,35 is to be under the Indenture to pay the'Amo,Improvement Costs or the Roadway Improvement Costs,or in the event that the deposited To the Roadway Improvement Account of the Project Fund,of which 3342,488.94 is to be applied to the mens revenues rete ved from the Major Improvement Special Assessmenrs and Roadway Improvement Special acquisitive of certain rights-of-way,required for the Roadway Improvements,$136,995.58 is to be applied to the Assessments ere imufficient m pay all costs ofthe Major Improvements and the Roadway Improvements,respectively. payment of ceauto of the Devdoper's sof costs,and the remainder,$3,184,545.83 is in be applied to the all he, In addition,the Developer is obligated to complete the Major Improvements and the Roadway Improvements aM is Roadway Improvement Costs.The City Conmbution.Intra-Dismct is to be funded from lawfully available finals of responsible for all est overruns for the Major Improvanents in excess ofthe Actual Costs se[forth in the Service and In,City and/or a portion of the proceeds of a series of ad valorem tax notes to be issued by the City(the"Proposed Assessment Plan. The PID Reimbursement Agreement also provides the right for the City,upon default by the Tax Noes").The Proposed Tax Notes are anticipated to be delivered in July 2018. The City Contribution Inver- Developer,w complete the Major Improvements and the Roadway ImprovementsThe PID Reimbursement Dismct is not pledged as securityfor the Bonds. Such Funds shall be retained by the City and disbursed directly to Agreement also sets forth the review and approval process for the Developer to submit costs to the City fon payment the Developer,cmicurrently with a disbursement to the Developer by the Tmstee of corresponding funds fount the from the Trustee and fur the inspection of completed Major Improvements and the Roadway Improvements and their Project Fund,upon the approval of a Cenificare for Payment. aoceplarce by the City. The PID Reimbursement Agreement is arched hereto as APPENDIX G The Financing Agreement amends certain provisions ofthe PID Reimbursement Agreement mladng to the forms crf Certificates for The Universi ty Improvements are to be funded by deposits from the Developer under the Indenmre at or prior Payment for the Roadway lim—sments and Out-Dismct Roadway Improvements. In addition,the Financing to Closing.The Developer shall deposit an amount equal to$657,992,50 as follows:(a)$7,885.54 is to be deposited Agreement provides f r the sharing of cos[overruns by the City and the Developer with respect to the Roadway la the University Project Management Account of the Developer Conmibutwo Fund under the Indenture for the Improvements.See APPENDIX G,"PID,REIMBURSEMENTAGREEMENTS,"rand APPENDIXK,"FINANCING payment of Project Management Fees allocable to the University Improvements,and(b)$650,106.96 ism be AGREEMENT." deposited to the University Property Improv en[Account ofthe Developer Contribution Fund under the Indenture to be applied as follows:(i)$32,51106 is to be applied ro the payment of tenant righrs-of-way allocable to the University,(it)513,004.42 is to be applied to the payment of certain Devdopw all costs,and(iii)the balance, 45 46 #5632221.14 45632221.14 City Facilities Ag—tit DFW's ranking u the top new harem market in the natio.When compering 4Q17 m 4QI6,starts jumped 16.9%, which is a sign ofbi ildom preparing fora among spring selling sesame.However,builders report weaker than expected The PID Reimbou cm Agreement also requires the Developer to enter into the City's standard community bneklopp es they enter into 2018.Annual clonings continue W climb. facilities agreement(the"City Facilin.Agreement'),substantially in the f of Exhibit C crashed to the PID Reimbmacruent Agreement,or such other,form as the City may require,to ensure compliance with its"Community According to the market study lot quarter,DFW'a closings exceeded 30,D00 and in the fourth quarter, Facilities Agreement(CFA)Policy,Related Ordinance,and Street Design Criteria,"as the came may be amended clonings surged past 31.000 with 31,708 homes cloud.Fourth quorterclosings surpassed thepm-+ios querterdovngs from time to time.The City Facilities Agreement will provide certain ndee and mgdationa for design and conuuctim, by 3 7%Conversely,year-over-year quarterly doings rove 12.8%versry 4Q16.Ac closings continue to alp— of the Roadway Improvements and the proceas fm the development of all property within the District.The City surto the delta between stens and closings shrinks.Curteady,starts are 4.8%higher than doungs,considerably Facilities Agreement will obligati the Developer to construct the Roadway Improvements pursuant to City policies smaller than the gates[differoK which occurred in 1QI6,of 16.71.Smrta outpacing dosings,regardless of how and sem forth the process for acceptance and payment for public improvementa by the City.Finally,the City Facilities much,indicates an expanding hosing market,which has been the rase in DFW since 3Q12.The median new home Agreement also contain indemnification of the City by the Dsvdoper for the cosuuction for the Roadway price in DFW rose slightly to 328,400,an annual increase Body 1.9%. hnprovemems.The City Facilities Agreement will also cortin provisions for the donation of real property within the District by the Landownm f use by the City as a police,fire,or other public facility.The City and Developer have The median resale price climbed 8 4%further ourmwlng the difference between new and resales prices. previously entered into mW6ple City Facilities Ageemmts with respect to the Major Improvements and will,in the Currently,the delta between the median resale aad new hon price is 32.3%.The greatest difference in price was future,enter into a City Facilities Agreement with respect to the Roadway Improvements and 0utida-District 46,8%in 2015,and the delta continues to shrink.Aa builders race to restored—more af36rdable product,median Roadway Impmvermena saw hone price will Batten or drop.The decrease in median price will be attributed to both the product mix,smaller, I—axpensivc homes,as well tee fewer sales at the higher prices. Market Study Summary Mete study epecm annual stare within the Competitive Market Arm surrounding the District("CMA")to A market study wen conducted by Metrostudy-DallastFt.Worth,dated May 22,2017 prior W the imam.d sin fairly stud in market share between 2018 and 2020 because of the—trained inventory of vacant the Major Improvement Benda Memosuedy-Da lauFt.Worth has produced an update dated February 2018 in developed Ian and expansion in other competing areas of the regimen_ Overall,annual sorts within the CMA are anticipationof the issuance of the Bond,.A summary of the Bndings in the Fbroary 2018 Market Study is below. foreracrd to average 813-851 through 2020. The markerstudy m attached hereto u APPENDIX Hand should be rad in iU murely. The market study states that given the current market conditions,the location of the Rock Creek Ranch According W the market study,arrant hosing demand exceeds hosing supply within the atircty of the udty,the mcommended development program,and the performance of other communities nearby,it is the DFW market area.The market study expects that any slowdown in the hosing market will likely be more related to opinion ofMarostudy that the community could achieve the following prices and bsxption for hones on the mix price and value es opposed to underlying demand.Further,the market study indicates that Fort Worth has emerged .Hent airs: an opportunity for more at£ordble growth and is becoming a very active market aejob growth continues to be high and employers move m the ares. Unlike Dallas,Fon Worth has more room to income pricing and experience [teak Creek Rlsnd ecousainfic/housingexpansion.Mae b W Iden have moved inn the arm u a result of this demand end the ability m Prim 4 Aiwrpdion Fsnesd porchese land cheaper ince the area is tae aver-valued than DalleslNonh Dallas. [nr AveraN FLurlad doneAbaoTnon Irl According to the market a study, nent housing demand exceeds housing supply.DFW's housing market is {Ydrb Baaa-Prise Mon my Anneal twmbrBaa forecast to be 3.7%uriderbi ilt by Yearend 2018 and undersupply will crest m 2019 but continue through Year 2022 2T-25' $163,450 -$173.830 3 on-3 50 36.Q WA Any slowdown in the having market will likely be more related to price and value an to underlying demand. 35' 5179,867 -5191,380 2(Su-3 uu 30-M 14'% Annual home tion is Q opp09ed Y B 40' 5203 X33 -S111,— 2..-111 14.27 11", price appreciation expected at 3.8%for 2018 and 1.0%for 2019,giving builder n brief window to 50' V12,331 -$247,150 200-1.21 24 27 11% captrue gin in prices before rising mortgage rate,muse a dampening. 55' 5254,167 -$270.410 2.00-2.25 24 27 111 1. $273,133 -5290,5511 2.00-211 24 27 II% The market an*sones that DFW leads the ration in residential nanwction,but builder,could be doing S3Va.9Vo -5'•z4,390 zaro-2.50 24-inn d 1 oxeifnorf an unprecedented labor shortage.TheDalInBWlden Association estimnes the local building industry 7a' $3zs,4em -5346,110 t50-175 Is-2I 81 is short 19,DDO to 20,000 worker.Horne loo in the DFW market which typically take ni e months to deliver,are 75 5365000 -5388,240 1.50-175 18- often pushed to l6+months because of the sometiorm leogthy muddpal approval process.n T53TAL 5243,972 -5259Sa4 las-213 -- I 22- lam% Soso«:- Based upon the most recent economic, and demographic conditions and forecasts for the These projection usume the following: Dallas-Ft Worth-Arlington Core Bele Statistical Area("CBSA"),the market study amts that a work 24-moth oudouk afin minketconditions has emerged due primarily to signifies atovervduation increasingly impacting buyers' Mortgage intirest rates will retain relatively amble for the next four yens. decision..The w-k mark.health odook indicate,now is the time m begirt divanng of lend assets in this mnkd. The study also states that builder trey need m Brsr hese prices rat their atom[level,and even increase incentives Sorfiicimt deved ped Ito will be available to accommodate housing stern. in some areae in anticipation of some market deterioration in the neat fewyeam.While the study speaks m the CBSA • Programs for each lot ire will begin at approximately the came rima a whole,Metreamdy acknowledge[fiat Fort Worth does not have the same rampant price escalation m the North The subdivision will he marketed in an appropriate mariner. Dallas market,and that while development costs have increased across the CB SA.Fro Worth is a market primed for affordability and has room to grow. The market study aorta that for the twelve months ending December 2017,Daum-Fort Worth added 91,700 The market study emus that starts for the forth quarter of 2017 fell by 5.9%versus the previous quartejobs,and that this year was the first time since 2013 that DFW added fewer than IDO,000jobs.The am"job growth Builders started 33,243 homes in the past twelve mouths,of winch 8,561 started in the fourth qunt maintaining f 2017 decreased 16.61 yea—mr-yes.Fen the peat 4 years,a—j ity of lhejobs added were in the DallasPlano- Witg manopolitan division("Della").Since2013,Dallss added 81 5%ofthejbs while Fort Worth-Adington('Fort 47 48 45632221.14 #5632221.14 Worth")added the remainder.This varies greatly fou the hismricat job growth split of 65%Dallas and 35%Fort Medico!F ilraes-In addition to numerous dimes and doctors'offices in the CMA,the District will be Worth. supported by local medical facilities including Texas Health Hams and USMD. Additionally,the market study mars that the final quarter of 2017 marks the first time since mid-2013 the Chomhes-Duc to the song family oriammmon in the CMA(promi aence of sirglc family housing),churches Fort Worth job growth share exceeded 30%.Although the employment growth rate has slowed,DFW continues to ofmany deraninatinas me located conveniently m the subject site. remain ahead of most major CBSA's with a 16%y...over year increase.The list half of 2017 m,perica ed a much stranger growth note of 3 5%,but it slowed considerably to 2.7%in the last half of 2017.As expwed,DFW's yh"amt"ac hl--A number ofactail facilities are located within an acceptable commute of rhe site The employment growth moderated in 2017.While 100,000 plus jobs annually is difficult to sustain,employers fight for rest retail of any type currently is about 3 miles from the center point of the site.The nearest significant talent in a large market with record-low unemployment are entration of mail faulities,including a full range of large-scale retailers,currently is near the intersection of Chisholm Tmil Parkway and Interstate 80,approximately 6 miles away. The market study states that the CBSA job growth will coon—to increase into 2040.The top employment centers—Dellen,Fort Worth,Irving,Plano,and Arlington are forecasted to have over a 70%employment increase Police mnl Fere Protection--The area is serviced through local,—my,and constable public safety services, fano 2005 to 2040.The employment amlook appears,,bort in the CASA.The CMA encompasses four of the five as well as fire stations throughout the am. major employment centers.Menosmdy believes the CMA is well-located to encourage more home purchases. None or the Underwriter,the Developer,or the City makes any representatioms es 0 the accuracy, Stals un homes priced between$100,000 to 5249,000 account for approximately 54 peroent of the annual ompleteness,assumptions or information contained is the Market Study.The assumptions or qu dir—fa s starts in the CMA,with homes priced at$250,0004299,000 responsible far 31 percent of annual starts.The mast with respect to the Market Study are contained therein.There an be an assurance that any such msumptions active price range is in between$200,000 to$249,000 representing 40%of all annual starts.The CMA is geared to will be real¢ed,and the Developer,the City amt the Underwriter make no mums-Cation as to the more affordable product types with only 14 percent of homes being priced$300,000 and—. reasonableness afsuch ass solid.... The market study states that new home starts below$200,000 continue to shrink.Builders and developers Prospective investors should read the complete Market Study is order to make an informed decision push to deliver lower priced product is apparent in thejolt ofamm between$200,000 and 5300,000.Closingspriced regarding any contemplated purchase or the Bonds. The complete Market Study is attached hereto as 3200,000 m$250,000 and$250,000 to$300,000 rose 20.9%and 30.9%respectively.Starts outperforming closings APPENDIX R. from$200,000 to$300,000 indicates builders are delivering more aR«dable product in DFW. Ersgineer's Report Summary According to the market study,on average,households within the CMA have slightly lower household ircome,to those in the CBSA.The CMA's estimated average household income for QI 2017 is$80,290. For fn connection with the issuance of the Bonds,Goodwin and Marshall(the"Engineer")prepared an orepionam,the average household income in the CBSA is$U,176.The study believes that lower incomes can most engine ring report dated March 2018(the"Engine 's Report")containing the results of preliminary smdy to likely be attributed to a moa ample supply of new homes priced for entry-Ievel income householdsdetermine the feasibility of the Development The scope of the Engi—a Report includes,among other things,a detailed review of the proposed Development with respect to sir and soils conditions;land use review and approvals, The market study also included an analysis ofthe following aspects of D—lopment including caning;construction permits and approvals;environmental conditions;zoning land use and proffers,and water,sewer and other utility access and availability. Proposed Lot and House Soles-Based upon information provided by the De-bpi,100 Percent of the single-family Imo will be marketed to builders.Moreover,all tots are intended to provide primary housing m the end Prmpective invnt—should read the cnnplem Engineer'.Report is order to make am informed usm decision regarding arty contemplated purchase of the Bonds. The complete Engineer's Report is attached hereto as APPENDIX 1. Locnsion-The site is located in southwest Fort Worth,TX approximately 19 miles south of down tom Fort Worth.Dall—Yon Worth International Airport is approximately 45 it,,northeast from the subject site. Zoning-Peradrong Access-Rock Creek Ranch Master Planned Community is located in southwest Fon Worth,Teras,south of The site is zoned for Single-Family Residential(A-5),Muln-Family Residential(D),Commercial IF,G,CF, ,he ,menimm n of the Chisholm Trail Parkway and McPherson Boulevard.The site is east of Benbrook Lake along E),and Mixed-Use(M(3-2)uses in accordance with Ordinance No.22269-06-2016,approved and adopted by the City Farm Road 1187 near Old Cranbury,Stewart Feltz,and Cleburne Roads and is approximately 18 miles south of of Fort Worth on June 14,2016.No FEMA submittals have been We mlenve to the Project to d— downtown Fort Worth on the Chisholm Trial Parkway, Construction Permits ....- Sdnn,Lc-The Disrcict is servM by the Crowley[ndependem School Ikstrict.In oder to assess District and PERMIT APPROVAL AGENCY campus performance,the I—Education Agency acts minimum performance standards in four categon student Cmadin Permit Fort Worth- ans Tr ,mma a &Public Works TPW es achievement,student progress,closure of performance gaps.a ndpostnoordarymadmess.The Dishictexceededthe Floodplain Permit FEWN-dFortWorth TPW minimum targets in allf,performance categories.Fwadditionslinf,tionmthe TEA'Sacwuntabdity,,rings, Stormwmer Management Plans Fort Worth TPW visit their website at www ra.sams to at Roadway Plan Approval Fort Worth TPW Stonnwarr Poliutlon Fort Worth TPW and Texas Com usston on CMrracter--Suburban low-density residential family housing and neighborhood recoil are the predominant Prevention Plan SWPPP Environmental ali land uses[hratglseu[the CMA.The area is popular with entry-level homebuyers and families because of onaw tem. Easement Documentation Fort Worth Real property Department a as to the Chisholm Trail Parkway for lancet to employment centers,existing amenities,and ample supply ofqusher Road Final Plats Fort Worth Develo mens Services Department and more affordable new homes. 49 50 #5632221.14 95632221.14 FEMA Flamlp7ain Considerations The Roadway Improvements and Outside-District Roadway Improvements,which will be funded by the issit-ree of one or more series ofthe Bonds,will include constmcdon ofroadway improvements consisting of 10,200 The project is Ixated on Flood Insurance Rate Map(FBlh4)panel 48439CV410K.The floodplain is non- It....feet of Brewer Aoad through the limits afthe Project,as well as the canswction of SSV linear feet of Cleburne detailed,Zane A floodplain,which will not require the preparation ofa Conditional Letter afM,p Revision(CLO.MR). Road from Brewer Road east to the proposed intersection of Tarleton Avenue,and the consuvction of 800 linear fear However,upon completion of any grading improvements that impact the Floodplain,it will be necessary to prepare a of Tarleton Avenue from Clebume Road south in order to provide access to Brewer Road from the school property. Letter of Map Revision(LOMB)in order to establish final floodplain delineations and Base Flood Elevations OJFEa). The final plat depicting the Brewer Road right-of-way,and alignment is included in APPENDIX D to the Engineer's Report Weiland cines" bons The estimated costs of construction for the public improvements to be built in the Pr)mt are broken down A preliminary Waters of the United States Determination was prepared by Integrated Environments) is APPENDIX E. Solu ass,LLC('IES")on February 15,2017. To summarize the determination,a total of 48 water features were identified,including thincen linear weflands,eight wetland completes,eight mbutines,four impoundments,and Table 4:Summary ofCoa.truetion Costa fifteen serales.In the opinion of IES,all identified linearwnlands,wetland complexes,tributaries,and impoundments would men a definition of a water of the United States and may be subject to regulation under Section 404 of the Devdo meat Cost Proiet FI t Fees Total Cost Clean Water Act.The of swales would not meet a definition oft water of the United States and would not be Brewer Road Inside PID $6,973,683 $90,956 $7,064,639 regulated under Section 404 of the Clean Water An Acomplete copy ofthe preliminary Determination prepared by Brewer Road DutsidePID 1874,596 IR74596 IES is includedin Appendix F to the Engineering Report. Brewerftaad ROW Acquisition 350000 375000 Total Estimate $9,223,279_ 590,956 � 59,314,235 A final Determination will be valuated when wnswnion ac6yity in the vicinity of any of these areas is --- _— dcipatedwithin sit months of wmmenrzmem ofconswction.It is anticipated that Brewer Road will qualify under existing Nationwide Permit 14 for linear Transportation Projects. The paving improv ants discussed herein are estimated to be comerrowd and wbatantially completed armmutn between June 2018 and March 2019.According to the Foginering Report,the construction documents for Brewer .Sada 7nf Road are in progress,with an estimated approval date by the City in June 2018. Based on the subsurface conditions encountered in the timings and the Geologic Atlas of Texas,Dallas Sheet Fane of the Underwriter,the Developer,or the City makes any representations ss to the accuracy, (published by the Bureau of Economic Geology),the site appears to be mapped within the Grayson Marl sad Main eompletenesa,assumptions or information contained in the Engineer'.Report.The a umptime,or Street Limestone,undivided Formation and in close wntact with the Pawpaw and upper limestone unit of Weno qualifications with respect to the Engineer,Report are contained therein.There can be no assurance that any Formation,undiaiddi The encountered subsurface conditions can be generalized as low to highly expansive clays. such assumptions will be dushin 1,and the Developer,the City and the Underwriter make no representation as Please see the Geoteduieal Report prepared by Ron,Engineering in APPENDIX C to the Engineering Report for in the r...on.blene.s of such assumptions. additional intomation, Prospective investors should read the complete Engfaeer's Report in order to make an informed Utilities decision regarding any contemplated purchase of he Bands. The eomplem Engineer'.Report is attached hereto as APPENDIX H. Water linea m serve the protect are currently under wnsimetion with completion anticipated to occur in March 2018.Sewer collection infrastructure plans are anticipate to be approved by the City in March 2018,with Environmental construction commencing the name month.Completion is anticipated to occur in January 2019.According in the Engineering Report,the City does have sufficient system capacities/o serve the Project subsequent in the completion Rack Creek Ranch West(W stern/mprovemerd Area) of the ormaiem ofthe necessary water and sanitary sewer lines and associated appurtenances. Walton Texas and WUSF4 obtained a Phase I FSA Dated December 12,2013,from C&F F —myr od, Utility Service Provider _ _ LLC C`C&E'),which identified a suspected cattle dip peancidecrough.C&EthenperfbrmedaPh Jll'mited Site SERVICE PROVIDER Assessment regarding a Suspected Pesticide Trough dated February 26,2014. Subsequently,a Limited Trenching, Water Ci 01"I" Worth Test Pits and Sampling of Pesticide'frough report was obtained dated March 19,2014,which identified an arsenic Sanim�Sewer __... _ Cirri ofFo[Worth impact in the soil surrounding the former pesticide trough in excess of the Texas Commission on Environmental Trash Cityof Font Worth Quality("TCEQ")Taxes Risk Reduction Program("TRAP")Tie I Residential standard for soil.On April 1,2014, Drains a Ci ufFort Worth C&E formally recommended that the Landowners remove the impacted soil to below TRAP Tier I Residential Elecbie ONCOR standards to allow for unrestricted future use of the entire protect.The Landowner rwardit ted the femme,card,dip Gas ATMOS' _ pesticide trough in September 2016 and removed approximately 1,240 cubic yards of impacted soils. Following Tel honeJlntemet AT&T completion of the remediation,C&E prepared a Response Action Completion Repott dated December 5,2016 (RACR").Following its review ofthe RACK,TCEQ confirmed in a"No Further Action Letter"dated March 3, 2017,that the TRRP Remedy Standard"A"Residential Protective Concertation Leyels(PCLa)were achieved and, consequently,no institutional control or post-response action ore is required. waeonl mntunpleied M the Dewbpu.It in ananpaiad mai me t)Nwrsi:howa,cr.uill be vanmtl Msi Ener,pivsanv b en 51 52 #5632221.14 #5632221.14 Rock Creek Ranch East(Eastern ioWnsverneatA—) Project Ratttla Year Commlc.Otatas Welton Texas and WUSFS obtained s Phase I ESA w.obtained from C&E on the Rock Creek Ranch East property,dmed July 10,2015.The Report found that there arc thra mound gas drilling and production facilities as Bn— Singh,fimmly 1,395 Town of]itch. First three Phases have been completed well.connecting undergmtmd pipelines located in the F-man Improvement Arm that are leased and operated by residential Trail,Union Construcred Imp—sou;are in the process natured gas companies. The report suggested that the Landownm heve all contract and agreements with the gas County,NC ofbei.g dedicated to the Town oflndi- ompanies reviewd w became comfortable with the mvimnmentol protection provided by the camnacls.However, Trail. C&E in the report f rad no reason m suspect other recognizd ewimnm on l conditions of concern on the property bused uponthe results oftheir osussmmt Crus-1. Single-family Phase 1:169 City of Fan Phase I has been completed and development TRAIL revdential Phu e lI:237 All Worth,Tamant activities for Phase D wmmmeed during the THE DEVELOPER RANCH phases:1,031 Court TX ero12017. Sss.v- Single-fatuity Pheael-.117 Town tfi P1uu lwu wmplevd in December 2016. The following information hu been pmvidd by the Developer. Certain of the following information is P—S residential Phue D 147 Lochbuie,Weld Development activitin far Phose B beyond the ditect knowledge of the City,the City's Financial Advisor and the Underwriter,and none of the City,the All Phas County,CO menced in May 2017 with subst.tial City's Financial Advisor or the Underwriter have any way of gumactoong the accuracy of such information. The 1,439 completion of Phase 11 ncauring in March Developer has reviewed portions of this Limited Offering Memorandum and warrant and represents that neither(i) 2018. the information herein under the caption"THE DEVELOPER"nor(it)the infbrmation relatingto the Developer under - - the aubcaption`BONDHOLDERS'RISKS—Dependence Upon Developer and Landowners"contain any untrue Dwdoper Texas Projects a[of of.materiel fact or omit to state atry mat—I fact necessary in order to make the antemon.made herein, in the lightofthe circumstancesuader which they are made,not misleading. The Developer is comantly developing the residential portion of Chisholm Trail Ranch,a msnter-plannd General unity ofresidential homeland commercial-retail propertiesloc ted in Tarrant County,Texas that is djacmt to [be District. In general,the activities of a developer in a development such as the District include purchasing the]and, The Developercomplete l the fintphsse ofits dwelopmrntin 2017,and f lural,established homebuildus designing the subdivision,including the utilities and street to be installed and any commwity facilities w be built, (Antares Homes,Duchill Hames,I-lixmryMaker Hames and Sandlin Homes)are—dy constructing homes on the defining a msrkelimg program and building schedule,securing necessary governmental appmvals and permits for developed tors. The Developer is corrrndy cansrmc ing 233 Ids in Phase 2 of the Pject with an estimated development,arranging for the construction ifmads and the instillation of utilities(including,in some cases,water, completion o174a Quarter 2019. and drainage facilities,as well telephone and electric service)and selling irnpmwd lot com and mercial sewrvem,s to builder,developer,ar otherthird parties.The relative success or failure of a develop.to pert such In addition to the Chisholm Trail Ranch development p jm-L the Developer is currently administering over uvvities within a development may love a material effect on the security of the revenue bands,such.the Bonds, 30,000 acres of pre-0evdopmmt Ind in the State dTexu: issued by a municipality fm a public improvement district.A developer is generally under no obligation to develop the property which it owns in a development.Furthemnore,there is no restriction on the dweloper's right in sell my Project Nam Location Anticipa[ed Land Use Acres m all of the land which the dwelapu owns within a development In addition,a developer is ordinarily the majm to and useummt payer within a district during its development Anderson Bays County,Tex. Residential 82 Bluff Springs E71is County,Texas Residential 662 Description of the Developer Bluff Springs Ellis County,Texu Residential 1,208 The Developer is a member ofthe Walmn Grmp ofCompaim,a multinational, tel-owned reel eatme Caldwell Valley Caldwell County,Texas Mixed 3635 nwatment and doral t pnva y Camino Real Hays Cowry,Texu Mixed 1,194 737 ' opmm group concentrating on the rnevch,acquisition,administration,planning and Cornerstone Caldwell County,Tu. Mixed 194 Mlopmrntofstratcgicellylomtdlmdi,maia Worth Amedn gr,wrh corridors.The Walton Group ofCompanics Cotton Center Caldwell County,T— Mixed 3,217 more than 35 years ofexperirnce administering land investment project,which has included we,100,000 acres Cont—od Grayson County,Texu Residential 1,474 of land in North America. Elm Creek Grayson County,Texas Residential 1,061 Gas Lampistrict DSan Mucor,Texas Mixed 495 The Devalopu is a wholly owned subsidiary of Wilson Development&Managemont(USA),Inc,an Grayson Collinsville Grayson Canty,Texu Mixed 2,116 Arirnna corporation("WDM USA").WDM USA is wholly owned by Walton Global Holdings,Ltd.,a Delaware Greenway Trails Grand Prairie,Texu Mixed 357 wrpontim("Walton Global").WDM USA and its wholly--d subsidiuiea currently operate in more than a damn Hunt County Hunt County,Toru Mixd 6,714 antes.As one of WDM USA's subsidiaries,the Developer dministen,plans and/or develops land throughout the Kemp Ranch Waxahachie,Texas Mixed 2,813 State of Texas. WDM USA's combined professional experience in land planning,development and pjea Kimbedin Heights Grayson County,Texas Mixd 1,459 management services has d the breadth and depth expa i-cc c aced to seamlessly take land through the pre- Kyle Bsnts Kyle,Teo. Residential 629 phoning,entitlement development approval and consmsction process.That experience hes included the following Pecan Woods Hays County,Tea. Mixed 763 development projects in Colorado,North Carolina and Texas. Rd Oak Crossing Red Oak-Tax. Mixed 202 Rock Creek Ranch Fon Worth,Texas Mixed 1,756 Turner Crest Grayson County,Texas Mixed 681 Tex.Total 31,254 53 54 #5632221.14 #5632221.14 Beorganvati—lICertain Canadian Alibates or landowners and Developer brokerage companies. Marketing budgets will be created each year with the assistance of internal marketing professionals and third-party marketing companies.The budgets will be reviewed regdarly during the year to make On April 28,2017,Walton international Group Inc.,an Alberta(Canada)wrp...no.and certain of its sure funds are being spent in the most effective manner. The WDM marketing program is in addition to the home Canadian affiliates,including affiliates of the Landowners and Developer(c.11.6vely,the"CCAA Entities'), builder's individual marketing programa. obtained as initial order('9ninal Order")from the Court of Qua s Bench Alberta(the"Coon")for creditor protection under the Companies'Creditors Arrangement Act("CCAA'")in Canada,with the intention of restructuring Esecutive Biography of Principals of the Developer res Canadian business.Pursuant to the Initial Order,Ernst&Young Inc.("Ernst&Young")was appointed Monitor of the Applicants. Ernst&Young has compiled the public documents related to the CCAA proceedings of dte Aber Vick,Regional President,West USA,j»WaGon Development&Mamgemetn((ISA),Inc. Applicants,and those documents can be accessed at an Ernst&Young public site located here_www.ey com(catwigi. For the avoidance of doubt-none of the Landowners,Developer,Walton USA,WDM USA,or any U.S.syndicated John Vick is the Regional President,West USA for Walton Development&Management(USA),Inc. limited partnerships and limited liability companies were among IF group of a m6.seeking to—age or resuucmre ("WDM").John joined the Walmn Group of Companies in 2012 as Regional Vice President oI the D .Metro Area, the debt owed to their creditor under the CCAA.However,although the Initial Order provided a stay of proceedings bringing with him more than 30 years of experience and management in real estate.Prior to attaining his current role against Walton Global Investments Ltd.and Walton International Group(USA),Inc.–both of on=indirectly own John held the position of President,Washington D.C.for WDM.In his current role,John is responsible for the interests in Walton landowner and Developer–neither Walton Global not Walton USA were dedered to be insolvent activities for Walton Development&Management(USA),Inc.('WDM')in Arizona,California,Colorado,Illinois, nor arc they made Poll parties to the proceeding. Rather,they were guarantors of obligations owed by the main Oklahoma and Texas and South USA,including managing the condiment process for residential,commercial and Canadian operating company,which is why the Initial Order provided a stay of proceedings against Welton Global industrial projects,including both new master It...and existing developments.He also collaborates with agencies, and W dto.USA-to preclude the co dons with gumante.a from relying on the default f1h.mein Canadian operating governments,landowners and stakeholders in addition m p ioncipam-2 in the land tomos,tion process. company to pursue Walton Global and Walton USA under the guarantees.Fuller la this,on March 28,2018,an order was approved by aha Court For the Plan of Arrangement(the`Plan')allowing the&rst group of—m mien la Prior r.jonong Walton,Jahn was a Managing Director a,)—Ling,L.SWle-In this rale,he was responsible merge from CCAA,thereby fully compromising and releasing the primary claims against the CCAA Fro fics,which for the growth and development of the Development and Asset Strategy portion of the Capital Markets practice in the WWtat Globaland Walton USAhadguaranteed. Ampy of the final order is availableontse Emstffi Young public southeastern United States.The services provided include acquisitions,dispositions,advisory se and website(www.ey,conV—wigi). vestments in land and I.&Itased easels.Assignments for corporate end public a.-clients included acquisitions, dispositions and advisory services for clients including Plum Creek Timber Company,Florida State University, Current Defa.ita Prudential Insurance Company,NCR,Whirlpool,BY,City of Miami,Mead/Wextvmo,Motorola,Wachovia,Mardon, Lone Star Funds,Adidas,Sprint,Mercy Hospital,HealtnSouN,Georgia Tech,Beers Cona—d.,Bellsouth,Boson The Landowners are not aware of any defaults with respect to airy obligations m pay[axes or assessments on Ventures,and P...hi Management Co. any property they own. Due to an administrative oversight,the Major Improv is Special Aso ants annual installment of theMajor Improvement Special Assessment due ono before January 31,2018 was paid on February 21, Previously,John was President and Chief Operating Office,of Perini Land&Development Company,a 2018.A notice of listed event was filed on March 26,2018.The Developer has implemented additional procedures no wholly owned subsidiary of Penni Corporation,responsible for operations nationwide.Reposing directly to the parent to thm,,the town,the amnalinstalimenes of both the Major improvement Special Assessments and the Roadway tympany bar—..,John's duties included managing assets in Ma—chose.,Georgia,Florida,An—and Improvement Special Assessments are timely paid. California,along with the supervision of area managers and all support operations.In addition,John was responsible for all Georgia division activities including planning,budgeting,conanuctioq operations,sales and marketing for Marketing of the Development projects including mixed-use land development,high-rise condominium development and a garden apartment development The Landowners and Walton USA are parties to extra.agreements related to the ownership,management and sale of be Property.Speafcally,the Landowners engaged Walton LISA 10 manage the Property.Walton USA Jahn holds a Bachelor Of Science degree in Civil Engineeringfrom Texas A&M University and a Masters of will provide ongoing support for the Property on behalf of the Landowners.Walton USA has entered into funding Business Administration from Georgia State University,with acentration in Finance.He is a registered ,gree' ments nts with Land Fund 4 and Land Fund 5.Pursuant to these agree ,Walton USA has agreed to fund each Professional[gincer in Texas,a licensed real estate broiler in Georgia and has a Six Sigma Green Belt cernf cation. Land Fund's share of expenses to the extent the reserve nosed by each Land Fund from inveslos is insufficiem; provided however,Walton USA's obligation to fund any excess expenses is limited to 5%of gross proceeds hosed Ma11 Robfnsor,Getrerat Mmrager of Dallas-Part Worrh(DFZf?,Wallen Msekasso—and M mgemenr by the Land Fund as part oftheir respective offerings.The limited partners owning Class A Units in Land Fund 4 and 5'onih USA. Land Fund 3 are not W.11—stnW entities,those Class A limited partnership units were acquired by investors pursuant to privdefT rings ofland Fund 4 and Land Fund 5. Matt Robinson is the(3enetal Manager of Dallas-Fon Worth(DPW)for Walmn Development am! Management South LISA.Maajof sed WDM in 2013 as a General Manager.Man has 20 years ofconbined experience In addition in their engagement of W altos USA,the Landowners engaged the Developer to perforin certain in the study and management of engineering,planning and entitlements,residential and cormsercial project prelim nary development concept planning services for the Property. Wholly independent of the Roadway .agement,c neuuction nenagemem,and land acquisition and disposition.In his cu ant role,Man manages Improvements,the Developer will continue to provide such preliminary development concept planning se Wslron's DF-W land holdings,totaling over 20,000 acres and his responsibilities include conducting due diligna long as Landowners own the Property.Walton USA and the Developer will cacti...to perform their responsibilities ocimed with the research and acquisition of land,managing teems of third-party cotanram.to facilitate rhe under such agreements to prepare the Property within the Development for sale. The Landowners have not yet entitlement and development process,and providing support for venous departments within the company by writing engaged the Developer for development ofthe Maurer,including'he Private Improvements. update materials and giving preservations to various internal and external audiences.Further,Man assists in the compilation and completion of detailed development pro f rtmas to,assist with the development process. The Developer provides ongoing support for its development projects and anticipates that it will combine to market the property within the Development after lots are sold.Historically,coordinated marketing programs for Pn«to his careerwith WDM,Marawas Vice President efDevelopment for Greater Texas Land Resources, miler projects include some o all of the following: property signage,online media,print media,radio media, L P.(GTLR)m Frisco,Texas.In this role,he mccutfially managed over 4,000 acres of land throughout the Dallas billboards,realho appreciation programs,and marketing events(grand openings,realter events,etc.)and third party 55 56 *5632221.14 *5632221.14 and Fort Worth metmplex(DFW).This effon included the acquisition,entitlement,development and disposition of Dedication or Land for Public Safety Facility cars use properties managed by GTLR. Currently,the Landowners plan to dedicate approximately 12 acres to the City of Fon Worth for the Previously,Matt was Vice President of Land Development for Pulte Ilomes,Inc.in Coppell,Texas, ..n_ticarofapublicsafetyfacilin, Th.CitywillberesponsibleforT.-ststeconstmatha public safety facility. responsible for managing the daily operations of the entitlement and development of 1,600 lots per year in DFW. When the dedication occurs,pursuant'odic poo inn m ofthe Service and Assessment Plaq n prepayment offhe Major including the 1,400 acre active adult golf community known as Frisco Lakes by Del Webb in Frisco,Texas In Improvement Special Assessments and Roadway Special Assessment in an ameunt to be determined at the time of , addition,Matt misled Finance and Acquisition in the due diligence of.—frjuts,Sales with marketingofprojectq deduationofthepropertywillbemquired.Such prepayment will be calculated juromamm theremrsofthe Service and Construction with municipal pennining and construction related issues. and Assessment Plan. At the beginning of his career,Matt worked at Carter&Burgess and was promoted to Associam,managing THF:SPECIAL ASSESSMENT CONSULTANT all phases of project due diligence,entitlements and construction activities for a multim le of residential communities throughout DFW.Malt's client list included many ofDFW',top developers and homebuilders. Development Properly Finance Group("DPFG')provided the initial Service and Assessment Plan to the City and the Developer.DPFG(www dpfgcan)is a national reel estate consulting firm with l l offices in eight states Matt attended Texas Tech University,obtaining a Bachelor of Science in Civil F,ngmainim; He k (California,Arizona,C.1—do,Nevade,Idaho,Texas,Florida and North Carolina).Since its inception in 1991,it has professionally licensed to pmctice engineering in the State of Texas(License#87880).He is currently serving on the f used on providing real estate and financial consnldng services principally m residmeial and commercial real estate Board of Diteaons and is Vice PresitlenVSeaetnryfoy the Dallas Builders Association and is a member offhe Urban developers as well as lenders,public agencies and other institutional investors. A key emphasis is identifying the Land Institute(ULT),Fort Worth Chamber of Commerce,Dallas Regional Chamber,and a Past President and Board lowest cost and the Iowest risk manner of financing and funding public improvements and infrastmc ere such as of Director for the Prosper Developers Council, roadways,utilities,etc,as well as the verb W improvements of a project. Acquisition of the Properly in the District To accomplish this;DPFG typically provides,among others,the following services. 77ne Anp—y Acquisition. All of the property within the District except for the University Property(as Preparation offinancial analyses and projections', defined below)is currently owned by entities affiliated with Walton Intemmion it Group(USA),Inc,an Anzona Preparation offinancial feasibility studies,incleding-ropliame analyses with debt covenama; corporation("Walton USA"). The property owners in the District are(1)Walton Texas LP,a Texas limited Identification ofavailable and applicable public/private financing altemaaves; partnership("Walton Texas"),a wholly owned subsidiary of Welton USA),(2)WUSF 4 Rock Creek,LP,a Texas Preparation offiscal and economic impact studies; limited partnership("WUSF4"),and(3)WUSF 5 Rock Creek Fast LP,a Texas limited partnership("WUSF5,"and Negotlatien ofrie,elopmmt agreements; together with Walton Texas and WUSF4,collectively refened was the"Landowners"). Evaluation of development impact fee arrangements; • Tracking of reimbursable devclopment cogs;and Walton Texas entered into a purchase contract for the property within the Western Improv ant Area of Structuring of reimbursement agreements. District with the State of Texas on October 24,2013,and such property was transferred by deed on June 4,2014. Following a series of transactions,the last of which occurred on June 15,2014,Walton Texas now owns an undivided The financing programs that are invoiced usually include some type of public financing and/or publielprivate 5%tenant'-i..;ommon interest and WUSF4 new owns an undivided 95%tenancy-in- rain.interest in the property pannerships. These have included land—ad financings such as municipal utility districts,public unjury rent within Western Improvement Area, districts,tax increment reinvestment zones,community facility districts,as well as general obligation,revenue and smensa bds.Thor fin,has been involved in the formadan.simcmring,feasibility analysis and issuance ofmore Walton Texas and WUSF5 entered into a purchase contract for the property within the Emtem Improvement than Sl5 0 billion of bonds for more thea 2,200 special taxing distracts(a their eq ii-Jams)since 1991, Area with the State of Texas on October 24,2013,and such property was transferred by deed on August 27,2015, Following a series oferansactions,the las[ofwhich occurred on November 12,2015,WUSF5 now owns an undivided THE PID ADMINISTRATOR 95%terwory-iii-common interest and Walton Texas now owns an undivided 5%tenancy-in-common interest in the property within the East—Improvement Area. Muncap,In,.is the City's ongoing administrator,for certain existing public inf—crent districts within the City,and will be the ongoing administrator of the District anti will also be responsible for prepared-of all updates On December 15,2016,Walton Texas and WUSF4 donated eighty(80)acres of land within the Western to the Service and Assessment Plan. Improvement Area(the"Univcrsity Property")to the Texas A&M University System(the"University System"),an agency of the State ofTexas,for the use and benefit of the University. Muncap is a public fins sulting fimt with a spuialized—suldng practice providing seicas related to the f atim and administration of special tax and special assessment districts. Muncap—ally as the All of the properly within the District was acquired with funds of the respective Landowners raised through administrator fer 156 special assessment,it taxing districts in 19 states,including 35 public improvement districts in vesras,and no traditional real estate acquisition loans are in place at this time As development of We Property Texas(including the Distria), progresses,the Landowners and the Developer,anticipate that such future development,including construcpon of the Private Improvements will be financed thmugb any combination of the following. (i)proceeds from the sale of APPRAISAL OF PROPERTY WITHIN TTIE DISTRICT finished lots within the Disfrici,(li)naditi...I bank finanang or(iii)spied re serves of the Landowners. The Apprabal Currently,however,no lours,lot sale proceeds or equity contributions have been identified,and financing for the Development,other than the Major Improvements financed by the Major loommemem Bonds and the Roadway General. Integra Realty Resources(the"Appraiser"nr"IRR"C prepared an appraisal report for the City Improvemmes being financed by the Bonds,as described herein,have been obtained. dated February 20,2018,based upon a physical inspection of the District on February 19,2018(the"Appraisal"). The Appraisalwespreparedattherequestoffhe Cily.dthe Underwriter.Thedesc ptiunhor.inofihe Appraisalis intended to he a bnefsummary only of the Appraisal as it relates to the Dinner.The Appraisal is attached hereto as 57 IS 45632221.14 #5632221.14 APPENDIX F and should be read in its entirety. The conclusions reached in the Appraisal are subject to certain Value to Assessment Burden Ratio umptlons,hypahetical conditions and qualif<arions,which are set forth therein.See"APPENDIX F—Appraisal of the District" The primary security for the Bonds will consist of Pledged Revenues(which,in tum,primarily consist niche Annual Installments fthe Roadway Improvement Special Assessments).Subject to the extraordinary assumptions ValaeEstimeses.The Appraiser estimated the aggregate retail value of the fee simple interest in the tract of and hypothetical conditions.rated therein,the Appraisal sets forth the estimated"is complete"value of the property landcomprisingthe Dinriclonan"Asls"and"As Comple,'basis.The"As Complete"basis assumesthm the Major subjecttnassessmentwithinthe Disuictmbe$36,200,000.Asnaed above,the estimated"as complete"value afthe Improvements and the Roadway Improvements have been completed as proposed.See"THE DEVELOPMENT'— property within the District assumes(among other matters)completion ofthe Major Improvements and the Roadway Development Plan'Moreover,he Appraisal refects the value of the District as if sold t.a single purchaser in a Improvements,a portion of which will be financed with the proceeds of the Bonds,respectively. See"THE singletransaction.See"APPENDIX F—Appraisal of the District" DEVELOPMENT." The subject neighborhood is located in the far southwest quadrant of Fort Worth and contains a high When compared tothceatimated`aa complete"value oflhe assessable property in the District($36,200,000), crntration of middle doss residential development The future outlook for the general area appears in be promising the aggregate principal amount of the Bonds and the Western Improvement Area's share of the Major Improvemrnt with substantial public and private investments in the f of schools,roads,and other public services.The steady Bonds(together totaling 512,009,023)has an estimated value to assessment burden ratio of 3.01 to 1, development in and sound the subject neighborhood provides attractive a ns for future development. Furthermore,the neighborhood should continue in exhibit moderate growth due to its close proximity to the City of [n compering the appraised value of the real property within the Dismct and the aggregate principal amount Fon Wonh,as well as the existence of major employers in the immediate surrounding mea. of the Bonds,it should be noted that ordy the real property upon which there is a delinquent Roadway Improvement Special Assessment can be foreclosed upon,and the real property within the District cannot be forcelosed upon as a The area is in the growth nage of its life cycle.Given the history of the area and the growth trends,it is whole to pay delinquent Roadway Improvement Special Assessments of the owners of such parcels within the District anticipated that property values will increase in the near future unless all of the property is subject to a delinquent Roadway Improvement Special Assessment. In any evem, individual parcels may be foreclosed upon separately re pay delinquent Special Assessment,levied against such The"As Is"and"As Coni value estimates for the assessable property within the Distrid using the parcels. methodologies described in the Appraisal and subject to the limiting conditions and assumptions set forth in the Appraisal,as of February 2018 and May 2019,respectively,are$27,000,000(land only)and$36,200,000(land and Other public entities whose boundaries overlap those of the District correctly impose ad valorem taxes on completed Roadway and Major Improvements},respectively. the property within the District and will likely do so m the future.Such entities could also impose assessment liens on the property within the Dianiet Gens created on the property within the District through the levy of ad valorem W-Market.A8 Set forth in the Appraisal,the West Southwest Fort Worth market rete is$23,98/SF which taxes as well ns liens created through the lery ofthe Roadway Improvemem Special Assessments are a firs[and prior is less than[he metro area's average rate of$25 07lSF,and West Southwest Fort W'onh...arry rate is 8 32%which lien superior wall others.For example,construction loans may be obtained by the Developer or home loans may be is greater than the metro area's average of 14.75%. According to the appraisal,the current vacancy rate in the obtained by ultimate homeowners.The deeds of true securing such debt on property within the District,however, submarket area is 7 70%,the vacancy are has decreased by 60 bps from 2012,sad market rem averages$20.441SF will be in a junior position to ad valorem tax and assessment liens.See`OVERLAPPING TAXES AND DEBT'and in the submarket,and rents have increased by 26.88%from 2012. In addition,the building inventory count has "ASSESSMENT PROCEDURES." mcar sed by 2.191!.from 2012,while the rami inventory size(SF)has increased by 3.83% None of the Underwriter,the Developer,err the CSty makes arty rcpreaenations as to the aaeureey, Based on the key metro area and submarket trends,construction outlook,and the performance ofcompetirg completeness, asumFrions or information contained in the Appraisal.The assumptions or quulifseat3ons with properties,IRR expects the mix of property fundamental and ceramic onditions in the DEW metro area to have a respect to the Appraisal are contained therein.Their,isno o be ....tame,that any such assamptims,w01 be positive impact on the subject property's performance in he near-termc r-ali.ed,.ad the Developer,the City and the Underwriter make no mpre..nation as to the.......Mantas of such aa..mplimi Rekrd Mwket. According to the Appraisal,the current vacancy are in the submarkd area is 8 90%,the icy rate has decreased by 490 bps from 2012,and market rent averages SI3 93/SF in the submarket,and rents Prospective investors should read the complete Appraisal in order to make an informed decision have increased by 7 9011.from 2012.In addition,the building inventory count has increased by 8.54%Gom 2012, regarding any comemplated pnrel ass of the Bonds. The complete Appraisal is auached her—as while the total inventory size(SF)has increased by 11.03%.Based on the key metro arca and submarket trends, APPENDIX F. cocatactian outlook,and the performance of competing properties,IRR expects the mix of property fuadamenmis and edmomic conditions in the DEW metro area m have a positive impact on the subject property's performance in BONDHOLDERS'RISKS the near-term. B,f purchwing any ftkeRandupn cfve invulors wrdrherrp f i..imAdswashorddennuif.iW Residential Aaalyri.. According to he Appraisal,absorption of homesflota(annual starts)for the emrsider all of the risk factors described below which may creme possibilkiex wherein interest may nm be paid "Southwest Fort Worth"submarket M1as ca�unuallyindeased slate 2013.Th.s,the5-yearannualabomptionay..ge when duewthm rh-Bemis yang be paidmmoliiArywwherwue ac scheduled,w,2fpai.�w:rhaarpremiam,ij equates to 506 homesdots absorbed in[he subject's submarket area.However,the annual absorption average increases apps—Ne. The following riskf!cos(which we not int—led to be an echaasrive Rsdng s'a0 pns..hie risks to 596 homesflota absorbed when mfil ng the more recent 12-month figures(January 1,2017 through December 31, asswimad with an my-.anent in the Borrds)should be carefully considered prior m p mkasiag any ofrhe Ronrdc 20171 M ave,the ors of presentation of the risks sammotiaed below does nor necesswily r Pec!the srg frame of such lis—onentriske The total lot supply within the"Southwest Fort Worth"submarket area is estimated to be approximately 1.90+to 2.25+years.Curtemily,this tail lot supply is considered to be within/slightly bele,the optimum for supply THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE levels due to the heightened development within the last two years.Furthermore,taking to.consideration that new PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE,AS AND TO THE developmentsam,me a typical six to 12-month commuction period,with increasing demand and dwindling ld supply, EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A CHARGE it appears that additional lot product in the submarket is feasible at the current time. AGAINST THE GENERAL CREDIT OR TAXING POWER OF THE CITY AND ARE PAYABLE SOLELY 59 60 #5632221.14 x`5632221.14 FROM THE SOURCES IDENTIFIED IN THE INDENTURE. THE OWNERS OF THE BONDS SHALL proportionate amount to the number of installments and principal amounts of Bonds maturing im each year,and the NEVER HAVE THE RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE annual collection costs for such year. See"ASSESSMENT PROCEDURES'herein.The unwillingness or inability RAISED BY TAXATION,OR OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED of a property owner to pay regularproperty tax bills as evidenced by property rax delinquencies may Iso indicate an REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE,AS AND TO THE EXTENT unwillingness or inability to make regular property tax payments and Annual installments of Roadway Improvement PROVIDED IN THE INDENTURE. NO OWNER OF THE BONDS SHALL HAVE THE RIGHT TO Special Assessment payments in the future. DEMAND ANY EXERCISE OF THE CITY'S TAXING POWER TO PAY THE PRINCIPAL OF THE BONDS OR THE INTEREST OR REDEMPTION PREMIUM,IF ANY,THEREON,THE CITY SHALL Inordertopay debtserviceonthe Bonds,iUi c.smry that Annul rnstallmentsar¢paid inatimelymaaner. HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE Due to the lack of predictability in the collection of Annual installments in the District,the City has established a CITY OTHER TITAN THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST Bond Reserve Account in the Reserve Fund,to be funded from the proceeds of the Bonds,to cover delinquencies. ESTATE. The Annual Installments are secured by the Assessment Lien.Ilewever,there can be no assurance that foreclosure proceedings will—maturely risco avoid depletion ofthe Bond Reserve Acc,untanddelay in payments The ability of the City to pay debt service on the Bonds as due is subject to various factors that are beyond of debt servicem the Bonds.See"BONDHOLDERS'RISKS—Remedies and Bankruptcy"herd,. the City's control_These factors include,among others,(a)the ability or willingness of property owners within the District to pay Special Assessments levied by the City,(b)cash Row delays associated with the institution of upon an ad valorem tax lien foreclosure event of,property within the District,any Roadway Improvement foreclosure and enforcement pro satfings against property within the District,(c)general and local ecuaomi, Special Assessment that is also delinquent will be foreclosed upon to thw sane manner as the ad valorem tax lien condi,,,,which may impact real property values,the ability to liquidate rel property holdings and the over.]]value (assuming it necessary conditions and procedures forforecloshue are duly satisfied}.To rhe accent that a foraclono. of real property development projects,and(d)general economic conditions which may impact the general ability to sale results in imufliciemt funds m pay in full both the delinquent ad valorem taxes and the delinquent Special market and sell the lots within the District it being understood that poor economic conditions within the City,State Assessments,the liens severing such delinquent ad valorem taxes and delinquent Special Assessments world likely and region may slow the assumed pace of sales of such lots, be extinguished Any remlrnng unpaid balance of the delinquent Special Assessments would then be an unsecured persanl liability of the onginalpropedy owner. The to of development of the property in the District is directly misted m the vitality of the residential housing industry.In the event that the sale of the lands within the Districtshould proceed more slowly than expected Based upon the language of Texas Local Government Code,§372.017(b),case law relating to other types of and toe Devloper is unable m pay the Roadway Improvement Speal Assessments,only the value of the lands,with meat liens and opinions of the Tams Attorney General,the Assessment lien as it relates to instilment paymrnts improvements,will be available fen payment of the debt service on the Bonds,and such clue can only be realized that are not yet due should remain in effect following an ad valorem tax lien foreclosure,with future installment through the foreclosure or expeditious liquidation of the lands within the District There is no assurance that the clue payments not being accelerated.Texas Local Government Code§372 018(d)supports this position,stating that so of such lands will be sufficient for that purpes—c!the expeditious liquidation of rel property through foreclosure or Assessment Lien nous with the land and the portion of am assessment payment that has not yet come due is not mil,, isg-rually considered toyield slesproceadsin a lesser sum than mightotherwdse be received through eliminated by frectosure ofen ad valorem tax lien. the toady onsdreting of such real property The Assessment Lim is superior to any homestead rights of a property owner that were properly claimed The Underwriter is not obligated to make a market in or repurchase any of the Bonds,and no repressmation ager the adoption of the Assessment Ordinance.However,an Assessment Lim may not be foreclosed upon if any made by the Underwriter,the City or the City's Financial Advisor that n markd for the Bonds will develop and be homestead tights of a property owner were properly claimed prior to the adoption ofthe Assessment Ordinance anammineximthefirturee fare.Its market does develop,.no assurance can be given regarding future price arantmanre of existing Homestead Rights")for as long m such righu arc mintained m the property,it is unclmr under Texas law the Bonds. whether or not Pre-existing Homestead Rights would prevent the Assessment Lien from attaching to such homestead property ca mo-d wase the Assessment Lien to,trach,but remain subject to,the Pre-exis,ng Homestead Rights. The City has not applied for or received a rating on the Bonds.'Ihe absence ofa rating could affect the future mwketabilinofthe Bonds.There ism assurance that,secondary market for the Bonds will develop or that holders Under Texas law,in order to establish homestead rights,the claimant most show,comburumn ofboth overt who desire to sell their Bonds prior to the stated maturity will be able to do so, arcs of homestead usage and intention o,the part of the owner to claim the land as a homestead.Mere ownership of the property alone is insufficient and the intent to use the property is a homestead must be a present one,not an Deemed Represematimut and Acknowledgment by Purchasers intention to make the property a homestead tit some indefinite time in the future. As of the date ofadoption ofthe AssessmentOrdinance,no such homestead rights had been claimed.Furthermore,the Landowners are not eligiblero Each Purchaser will be doomed to have acknowledged and repre mad to the City the matters set forth under claim homestead rights and the Landowners have represented that it initially intends to own all property within the the heading"LIMITATIONS APPLICABLE TO PROSPECTIVE PURCHASERS"which include among others a Uistnct as of the date of the Assessment Ordinance.Cm,equmdy,there are and com be no homeatcad rights on the representation and acknowledgmem that the purchase of the Bonds involves ievesnnent risks,certain of which me set Assessed Property superior to the Asaeasment Lien and,therdom,the Assessment Liens may be foredened upon by forth under this heading"BONDHOLDERS'RISKS"and eisewdrere herein,and such purchaser,either alone or with the City, its purchaser rep esemative(s)(as defined or Role 501(h)of Regulation D under the Securities Act),has s,phisti-M knowledge and experience in financial and business masers and the capacity to evaluate such risk in making an Failure by ownersofthe parcels m pay Annual Installments when due,depletion of the Reserve Fund,delay informed i-tatonent decision to purchase the Bonds,and the Purchaser can afford a complete loss of its investment in foreclosure proceedings,or ehe inability of the City to sell parcels which have been subject to foreclosure in the Bondsproceedings for sainums sufficient to cover the delinquent installments of Special Assessments levied against such parcels may result in the inability of the City to make full m punctual payments of debt service on the Bonds. Amessmmt Limitations THE SPECIAL. ASSESSMENTS CONSTITUTE A FIRST AND PRIOR LIEN AGAINST THE Annual Installments of Roadway hap—eme t Special Assessments and the Major Improvement Special PROPERTY ASSESSED,SUPERIOR TO ALL OTHER LIENS AND CLAIMS EXCEPT LIENS AND CLAIMS Asses,menea are billed to property owners in the District.Annual installments are due and payable,and bearthe same FOR STATE,COUNTY,SCHOOL DISTRICT OR MUNICIPALITY AD VALOREM TAXES AND IS A penalties and interest for non-payment,as fr ad valorem razes as set forth under"ASSESSMENT PROCEDURES" PERSONAL OBLIGATION OF AND CHARGE AGAINST THE OWNERS OF PROPERTY LOCATED WITHIN hath.Additionally,Annual lnsWlaacm_atabbahed by the Semice and Assessment Plan correspond in numb x to d MAJOR IMPROVEMENT AREA OF THE DISTRICT. 61 h2 05632221.14 tl5632221 14 Reallocation of Major Improvement Assessments and Roadway Fmpravemeat Assessments Bankruptcy Under the provisions of the Service and Assessment Plan,the establishment of the Maximum Major The payment of Roadway Improvemam Special Assessmenu and the ability ofthe Ciry in foreclose on the Improv ants Special Assessment per Unit and the Maximum Roadway Improve .n,Special Assessuteat per Unit lien of a delinquent unpaid Special Assessment may be limited by banlrmptcy,insolvency or other laws generally does not occur until the first parcel within the District is sold to an unafflmurd third party.See APPENDIX C.FORM affectingaedirors'tights or by the laws ofthe Ststerdalmit tojudi©al foreclosure.Althmghbanlouptcyproc«dings OF SERVICE AND ASSESSMENT PLAN.In addition,the actual costs ofthe Major Improvements and the Roadway wa id not cause the Roadway Improvemem Special Assessments m become a ninguished,bankmptcy of a property Improvements and the special benefit conferred by the Major Improvements and Roadway Improvements to the n all likelihood oriel result in a delay in prosecuting foeclosure proceedings.Such a delay wrould increase Wester Improvement Area end the Faster Improvement Area maybe reallm—d and revised pursuant to updates in the likelihood of u delay a default in payment of the principal of end interest on the Bonds,and the possibility that the development plan and the related projected estimated build-wt values as set forth in the Service and Assessment delinquent Roadway Improvement Special Assessments might nm be paid in full. Plan.The Service and Assessment Else will be updated to reflect such reallocation. Direct and Overlapping lndebtedneu,Assessments and Taxes With the update of the Service and Assessment Plan relating in the issuance of the Bonds,the Acwel Costs of the Major Improvements and the special benefit of the Major Improvemems will be reallocated and updated based The ability of an owner of property within the District to pay the Special Assessments could be.111 ed by upon the updated development plan and updated estimated build-out value.The original allocation of Actual Costs the existence of other taxes and assessments imposed upon the prop.rty.Public entities whose boundaries overlap of the Major Improvements to the Westem Improvement was$3,986,568.The revised allocation of Actual Costs of those of the District currendy impose ad valorem taxes on the property within the Di stria and will hlsoty do so in the the Major Improvements to the Western Improvement Area is expected to be 14,376,595 and such reallocation will future. Such entities could also impose assessment liens no the property within the District. The imposition of be reflexed in the updated Assessment Roll. As a r..It of the mallocstroo,the Major Improvement Special additional liens,or for private financing,may reduce the ability or willingness ofthe landowners to pay the Roadway Assessments levied on the Westem Improvement Area is expected to increase From$5,960,843 to 16,544,023.See improvement Special Assessments, APPENDIX C-"FORM OF SERVICE AND ASSESSMENT PLAN'. Depletion of Reserve Fund;No Prefnndi0g of Delinquency cad Prepayment Reserve Acwunt Risks Related to the Current Real Estate Market Failure of the owners of property within the District to pay the Roadway Improvement Special Asent sessms Within the last ren yea s,the real estate market experienced significant slowing of new home sales and new when due told result in the rapid,total depletion of the Reserve Fund prior 1.replenishment From the resale of hone closings due in pan to the subprime mortgage crisis involving adjustable rate mortgages said other creative property upon a forcelosure or otherwise or delinquency redemptions at7er a foreclosure sale,ifarty.There could be a mortgage Bnannng tools thaz allowed persons with higher credit risk to buy homes.Theeconomicedsisthatresulted default in payments ofthe principal of and interest on the Bonds ifsufficient amounts are nm available in the Reserve Rom higher interest rates,ata fine when many subprime mortgages were due m reset their interest rates,reduced the Fund.The Delinquency and Prepayment Reserve Amount of the Reserve Fund is not funded from the proceeds of availability of mortgages to many potential home buyers,making entry imo the real estate market difficult. Sud, the Bonds.Instead,the Delinquency said Prepayment Reserve Requirement of the Delinquency and Prepayment downturns in the real estate market and other factors,including general econcritic conditions,are beyond the control Reserve Account is accumulated over the course of appruzimately 10 years by the mechanism described in of the Developer or the City and are impossible to predict,nad may impact the timing of lot and home sales within he -SECURITY FOR THE BONDS-Delinquency and Prepayment Reserve Account of the Reserve Fund"The District. Indenture provides than if,after a withdrawal Ran the Bond Reserve Account of the Reserve Fund or from the Delinquency and Prepayment Reserve Account ofthe Reserve Fund,the amounts within such account equal I—than Competition the Bond Reserve Account Requirement or the Delinquency and Prepayment Reserve Requirement,as applicable,the Tmstce shall transfer an amount from the Pledged Revenue Fund to the Reserve account sufficient to cure such The hosing industry in the Dallas-Fart Worth area is very wmpomive,and none of the Developer,the City, deficiency.See"SECURITY FOR THE BONDS—Reserve Fund"and,"SFCURITY FOR THE BONDS- the City's Financial Advimr or he Underwriter con give any as cethal he building programs which are planned Delinquency and Prepayment Reserve A—unt of the Reserve Fund" will ever commence. The competitive position of the Developer in the ,Is of developed lots or of any other homebuilder in the cousto ctim,and sale ofsingle-family residential units is affected by most ofthe factors discussed Haustdoaa Substance in this section,and such competitive position is directly related to maintenance of market values in the District. While gwemmental tunes,assessments and charges are a common claim against the value of a parcel,other Eosso[Taa Exemption lesscommon claims maybe relevant One ofthe most serious in terns ofthe pamrial reductim in thevalue that may be realized[o the assessment is a claim with regard to a hazardous substance.In general,the owners and operators of The lndenmreconuins covenants byth.City intended lopresarve the exclusion from gim--come ofimemat a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous on the Bonds for federal income tax purposes.As discussed under the caption"TAX MATTERS"herein,interest on substances. The federal Comprehensive Environmental Response,Compensation and Emilia,Act of 1980, the Bonds could become includable in grass income for purposes of federal income taxation,rcuosai,s in the data unmerinics referred to as"CERCLA"or"Superfund Act"is the most well-known and widely applicable ofthe..laws. the Bends were issued,as a result of future acts or omissions of the City in violation of its covenants in the Indenture. It is likely that,should any of the pocels of land located in the District be affecred by a harardous substance,the marketability and value of parcels would be reduced by the curls of remedying the condition,because the purchaser, Tax legislation,including rxartly enaaed tax legislation.administrative actions liken by tax authorities,or upon becoming owner,will become obligated to remedy the conditionjustas is the seller. court decisions,whether at tire Federal or state level,may adversely affect the tax-exempt status of interest on the Bonds underFederal or State taws end could affect the marks priceor marketability ofthe Bonds.Any such proposal The value of the Ind within the District does not take into account the passible liability of the owner(or could limit the value of cenain deductions and exclusions,including the exclusim for tax--.pl interest. The operator)for the remedy of a hazardous substance condium of the parcel.The City has not independently verified, likelihood of any such proposed being enacted cannot be predicted.Prospea,w purchasers ofthe Bonds should consult and is not aware,that the owner(or operator)of any ofthe parcels within the District has such a current liability with their own tax advisors regarding the fu agoing matters, respect to Such parcel;however,'n is passible that such liabilities do curtendy exist and that the Ciry isnot aware of them. 63 64 #5632221.14 #5632221.14 Further,d is possible that hidoltdes may arise in the future with..p-..y ofthe land within the Distrito Trustee re the owners of the Bonds may not be able muting such a suit against the City for breach of the Bonds«the esuldng from the existence,currently,ofa substance presently classified as hazardous but which has..the.released Indenture covenants.As noted above,the Indenture provides that Owners of the Bonds may ex se the remedy of or the release of which is not presently threatened,or may an se in the fumre resulting from the existence,currently, andnmus to enforce the obligations of the Ciry undo Ore Indenture.Neither the remedy of mandamus nor any other on the parcel nfa subsimce mat presently classified as hazmdcusbut which may in dsefinmebe soetassified.Further, type of i ii—mve relief w s at issue in T rk,,,and it is unclear whether 16,*e will be construed to have any effect ZImbilid may an imply from the existence of a hazardous substance but from the method of handling it. with respect to the exercise of mandamus,as such remedy has been interpreted by Tex courts In general,Tex All efthmm possibilities could sigpifaeandy affect the value of a parcel that is realizable upon a delinquencycours have held that it writ of mandamus may be issued to require public officials to perform ministerial acts that der"ypermintotheadrams d as a legal duty that is prescribed See"THE DEVELOPMENT—Environmental"for discussion of previous Phase I ESA performed on and defined with a precision and certainty that leaves nothing to the exercise of discretion or judgment,though property within tb,D,n,ct. mandamus is not available to enforce purely contractual duties.However,mandamus maybe used to require a public officer to perform legally-imposed ministerial duties necessary for the performance of a valid contract to which the Regutatio. State«apolitical subdivision of the State is a party(including the payment of monies due under a c«nact}. Developmem within the District may be subject to fare federal,state and local regulations.Approval may On April I,2016,the Texas Supreme Court ruled in Wasson Interests,Ltd.v.City of Jack...ville,489 be required from various agencies from time to time in connection with the layout and design of development in the S.W.3d 427(Tex.2016)that governmental immunity does not imbue a city with derivative immunity wben it performs District,the orum and extant of public improvements,land use,zoning and orher matters.Failure to meet any such proprietary,as opposed to governmental,functions in respect to contracts exceuled by a city.Texasj—prudence has regulations«obtain any such approvals in a timely manner could delay«adversely atfecrdevelopment in the District generally held that propnerary functions are those conducted by a city in its private capacity,for the bereft only of and property valuesthese within its corporate limits,and not as an arm ofthe government or under the authority or for the benefit ofthe sate.In Was—,the Cour rec.gni-d that the distinction between governmental and proprieary functions is not Bondholders'Remedies and Bankrupley clear.Therefore .side.,;municipal breach ofconVaa eazes,it is incumbent on the courts undetermine whether a function is proprietary or governmental based upon the common taw and statutory guidance.Issues related to the In thee..t ofdefault in the payment ofpn,cip.1.for interest on the Bonds or the occurrence of any other applicability of governmental immunity as they relate it tic issuance of municipal debt have not been adjudicated. Event of Default under the Indenture,and upon the written request of the Owners of the Bands of not less than a Each mood-will be evaluated based on he facts end circumstances of the contract in question. majority in principal amount of the Outstanding Bonds.the Trustee shall proceed to protect and enforce its rights and the rights of the Owners of the Bonds under the Indenture by such its,actions or special proceedings in equity to tar No Acceleration law,or by proceedings in the ot'Cme of any board or officer having jurisdiction,either for mandamus or the specific performance of any covenant or agreement conaim"therein or in aid or execution of any power granted or for the The Indenture does not contain a provision allowing f the acceleration of the Bonds in the eve.t of a enforcement of any proper legal or equitable remedy,re the Trustee shall deem moat effiectoal to trot..[and erfwce payment default or other default under the terms of the Bonds or the Indenture. such rights.The am issuance ofti-it ofmandus may be sought ifth ere is no other available remedy at law to compel pecfo,re—etthe Bonds or tire Indenture and the City's obligations are not uncertain or disputed. The remedy of Ba.kruptry Limitation to Bondholders'Rights mandamus is—boded by equitable principles,so rests with the discretion ofthe court,but may not be arbitrarily refused.There is no ovelersdim of maturity of the Bonds in the event of default and,consequently,the remedy of The enforceability.f the rights and remedies ofthe Owners of the Bonds may be limited by laws relating to mandamus may have robe relied upon from year to year.The Owners of the Bonds tarso[themselves foreclose on bankruptcy,reorganization or other similar laws of general application affeming the rights of creditors of political property within the District or sell property within the District in order m pay the principal of and interest on the subdivisions such ex the Ciry. authorized The City is under Texas law m vduntanly proceed under Ciminero of the Bonds. The enf meability of the rights and remedies of the Owners of the Bonds further may be limited by laws Federal Bankruptcy Code,11 U.S.C.901-946.the Ciry may proceed under Chapw,9 old(1)is generally net paying reining to bm kmptcy,r—gaa;,antur or other similar laws of gamest applicsnon efeeting the rights of creditors of its debts,ce unablem meet its debts,as they become due,(2)des,ms to effect a plan to adjust such debts,and(3)has political subdivisions such as the City.In this regard,should the City file a petition for protection from creditors under either obtained the ageersent of or negodarod in good faith with its creditors,is unable to negotiate with its creditors federal bankmptoy laws,Nemorady of maredsomas or the right 4 the City to seek judicial(reclosurecries Assessment becauseneg,daOon is impacucable,or reasonably believes that a creditor may attempt to obtain a premourrnal Lien would be automatically stayed and could not be pursued unless authorized by a federal banlm ptcy judge.See master. "BONDHOLDERS'RISKS—Bankruptcy Limianon to Bondholders'Rights"herein. If the City decides in the future to proceed voluntarily under the Federal Bankruptcy Code,he City would Any hwkmptcy court withjuradiction over hankouptcy proceedings initiated by eragainst a propertyowner develop and file a plan far the adjustment of is debts,and the Bankruptcy Cour would confirm the plan if(l)the plan within rhe Distract pnrwamto the Federal Bankruptcy Code could,.subiect to its discom-,delay or limit any attempt complies with the applicable provisions of the federal Bankruptcy Code,(2)all payments to be madon e in connecti by the City to vlleet delinquent Special Assessments,«delinquent ad valorem axes,agdvat such property owner whit the plan are fully disclosed sad reasonable,(3}rhe Ciry is ria pooh"vbited bylaw from eking any action necessary to carry out the plan,(4)administrative expenses are paid in fll,(5)all regulatory or electoral approvals required In addition,l0 2006,the Texas Supreme Court ruled in Tooke v.(q3—JMria,197 SW 3d 325(Tex.2(ft) under Texas law are obtained and(6)the plan is in the best interests of aeditors and is feasible_ The rights and ("f oke")thata waiemofsovereign immunity must be provided for by sante in"clear and unambiguws"language. remedies Mine Owners ofthe Bonds would be adjusted in accordance with the confirmed plan of adjustment of the Ins ruling,the Court declared chit sammry language such as"sue and be sued,"in and of itself.did not conarture a City's debt. clear and unambiguous waiver of sovereign immunity In Took"the Cour,noted the enactment in 2005 of sections 271.151-.160,Texas Local Goverment Code(the"Local Government fmmu.hy Waiver Act"),which,according to Management and Ownership the Court,w m "immunity fros ,for-oras claims against most local governmental entities in certain umsadeca.w.,,. eLocal Go..moment Immunity Waiver Act covers cities and relates to contacts entered into by Them.agement and ownership ofthe Developer and rhe Landowners could change in the Pomre.Cumendy. cines for providing goods or services to cities. The City is not aware of any Texas court—struing the Local the Developer has not entered into an agreement to develop the land within the District or construct the Pnvam Government Immunity Waiver Act in the context ofwh,tha contactual undertakings of local governments that relate Improvements. Purchasers of the Bonds should not rely on the management expenence of the Developer or the to,their borrowing powea are contracts covered by the Act Because itis unclear whether the Texas legislature has Landowner.There are no assurances than such—do.will not sell the subject property or that offcea will not resign effecfively waived be City's sovereign immunity from a suit Car money damages in the absence of City scrum,the 65 66 45632221.14 1riiiM21.14 i or be replaced. In i.,h c. msmnees,a new developer or new ofli—v in management positions may not have More r,he City will pay the Developer,or the Developer's designee,from proceeds of the Bonds for comparable experience is projects comparable to the Development. project cases atonally meumed by m on behalf of the Developer in developing and constmeting the Roadway Improvements within the Distritt See "THE MAJOR IMPROVEMENTS AND TIM ROADWAY General Risks of Real Estate Iss—re or and Development IMPROVEMENTS—General"..it"THE DEVELOPMENT—Development Plan"There can be an assurance given as to the financial ability of the Developer to complete such improvements.The source of funding for future Imeannenls in undeveloped or developing real estate arc generally considered on be speada[ive m nature and land development activities and infrastructure conawaion necessary for delivery of developed lots is amicipared to to involve a high degree of risk. The Development will be subject to the risks generally incident to real estate include proceeds of lot sales,and equity contributions by the Developer and/or Landowners and their partners. vestments and development Many factors that may affect the Development,as well as the operating revenues of However,no firm banking or financial wrengemems have been made m date fm rhe Development. the Developer and/or the Landowners,including those derived from the Development,are not within the cmool of the Developer and/or the Landowners. Such factors include changes in national,regional and local economic The Developer and the Land,wnars will net guarantee or otherwise be obligated to pay debt service m the asnditims;changes in long and short term interest rates;changes in the climate for real estate purchases;changes in Bonds.However,the completion of the Development is dependent upon the receipt of fonds from the Develrper in demand F or supply of competing popenies;changes in local,regional and national market and economic addition I.proceeds of the Bonds.In addition,payment of the Roadway Improvement Special Assessnsels m the conditions;unanticipated development costs,market preferances and architectural trends;unforeseen environmental Assessed Parcels will initially be the responsibility ofthe Landowners as the initial owners ofthe Assessed Property. risks and connols;the adverse use of adjacent and neighboring reel estate;changes in interest rates and the availability of mortgage Funds to buyers ofthe homes m be built in the Development,which may render the sale of such homes The Landowmers and the Developer are only in rhe preliminary stages of planning for the build not of the difficult o nsurre"e;acts of war,Imus—or other political instability;delays m inability tooblain goverimental Development and the ciu miction of the Private Improvements,including arty multifamily commercial or office approvals;changes in laws;moratorium;acts of God(which may resift in uninsured losses),strikes;labor shortages; development The tentorium of the Development is e.pected w continue fora twentyyeartime period.'there ate energy shortages;material shortages;inflation;adverse..the,conditions;connactm or subcontractor defaults;and no agreements in place for the development of the property within the District(other than the Roadway other unknown contingencies and factors beyond the control of the Developer or the Landowners.FuMermore,the Imp—ments),orfor the financing ofthe Development and the PrivawImprovements.The Developerdoesomplan operating--ea of the Landowners may be instantly adversely affected if specific conditions in the future to on beginning construction of fire Private improvements unlit after the completion of the Roadway Impar—menta,the purchase contracts are not met Typically,failure to meet the tot purchase conmact's conditions allows the applicable Major Improvements and the Outside-District Roadway Improvements. Currently,these improvements are not lot purchaser I.terminate its obligation to purchase lots from the Landowners and obtain its tames[money deposit scheduled to be completed until May 2019.If,for any reason,he Development cannot be completed as planned,he back.Additionally,during the"Rem Period"under[he to purchase contracts(generally 30 days from execution), Developer or any subsequent property oamn-1lno—theleas remain responsible for the full ammit ofthe applicable typically,the lot purchaser may rermitu[e the lo[purchase contract for any reason in addition,currently mere are oo Roadway Improvement Special Assessments,notwithstanding be fate that the amount of the Roadway Improvement purchase contracts in effect or under negotiation with respect to the Development.Noassm-cecanbegiven that the Special Assessments when levied assumed the full development of the Assessed Property. Landowners or the Developer will enter,into Nwre land purchase contracts. Dependence on Future Roadway fmprovemenr, The Development cannot be initiated or completed without the Developer obtaining a yarcty of governmental app,.v.la and permits,some of which have already been obuined.Certain permits are necessary to While both the development and the University are acowinfe by anexisting rwo-lane road,the construction initiate construction of each phase of the Development and to allow the occupancy of residences and m satisfy of the Roadway Improvements and he Outside-District Roadway Improvements are critiz on the successful conditims included in the approvals and permits.There can be no assurance that all of these pennies and approvals devetopmen[md operation ofthelNsmcrand the University.The Roadway Improvemrnm arc being f nenuA through can be.bWai dor that the conditions to the approvals and pennies can be fulf iled.The failure to.brain any of the the issuance of the Bonds,but the availability of Ponds and financing to concoct the Outside-District Roadway required approvals or fulfill any use of the conditions could cause nswenally adverse financial results for the Improvemems is subject to few,,action by the City,by an affiliate ofthe Developer and the Developer The City, Developer. the Developer and an affiliate ofthe Developer have entered into the Financing Agreement[.fund the Outside-District Roadway improvements,and terrain of the funds required for the c.nstructim of the Outside-District Roadway Dependence Upon Developer and Landowners hnprovements will be deposited by ilia Developer and an atGiiare of[he Developer upon Closing ofthe 8mds.The City's obligation for funding its share of the Outside-Dis[nct Roadway improvements shall not occur a closing of the Im'nal fiabillyJor Assasnarats.The Landowners,as the owners of the Assessed Property in the Domer, Bonds and is subject to future scrim by the City Council ofthe City. renlly have the obligor,,for payment of 100%of the Roadway Improvement Special Assessments rethe Annual Installments thereof The ability of the Landowners to make full and timely payment of the Roadway Imp—wrom Agriculrnral Use valuation and Redemprioo Rights Special Assessments will directly affect the ability of the City to meet its deb[service obligations with respect to the Bonds.The timeline f the Poli build as of the Development is 15-20 years. This long development time period All but appumne rely 80 acres and the University property within in the District is currently rnlitled no ons that the Landowners will be largely responsible for the payment of a significant portion of the Roadway valuation for ad valorem tax purposes based upon its agnenimml use.The Landowners c aremiy have in place two Improvement Special Assessment,for some number of years.The sole assets of the Landowners are land within the agricultural leases with Crestview Farm LLC(with respect w the W stem Improvement Area)and Buster Frierson District,and minor operating eccoums.The Landowners were initially funded through private investors and equity. (with respect to the Eastern Lnp—amenr Area).Roth leases are for a five-yea,term,rewu nableupm 90 days'notice. The Landowners antiport that porums fthe Development will be sold over time and the safe proceeds should be Under Texas law,an owner of land that is entitled to an agfiwtmml valuation has the right to red«m such property available For the payment offunrre assessments.There is no esrvrance,however,that any land will ultimately be sold after a ma We for a period of two years after the tae sale by paying to the his sale purchaser a 29i,premium,if by the Landowners ce that any sale world be to unrelated third parties,as opposed to At",rates of the Landowner, redeemed during the firs[year,or a 50%premium,if redeemed during the second year,mer the purchase price paid The source offending for fbwre land dovelopmem activities and infinusnacture construction to deretop the remaining at the her wale and certain qualifying costs incurred by the purchase.Although Special Assessments are n.[considered Iota proposed for the District also consists ofprocceds ofl.t sales,as well as possible future bank financing and equity a tax under Texas law,the PID Act provides that the lien for Roadway Improvement Special Assessments may be contributions by The Landowners and thein investors.Tboe can be no assonances given es to the financial ability of enforced in the same manner as a tion for ad valorem taxes.This shared enforcement mechanism raises a possibility the Developer or Landowners to develop lots within the Distinct or construct the Private improvements,in pay the that the nght to redeem agnwlaral valuation property may be available followings foreclosure ofa lien for Roadway Roadway Improvement Special Assessments,or to advance any funds to he City to supplement revenues from the Improvement Special Assessments,though there is no indication in Texas law that such redemption rights would be Roadway Improvement Sp-1 Assessments if n—awy,or as to wheelie,the Developer will advance such funds available in ouch a case. Financial Statements of the Developer and the Landowners are not publically available. 67 68 05632221.14 9563222114 At closing of the Major Improvement Bonds,the Landowners rammed an Agreement Regarding Except as described abm,.Co-Bond Counsel expresses no other opinion with respect in my other federal, Conveyance of Right of Redemption and Waiver of agricultural Valuation(a"Redernmoo(W eivil-Agreement")with state or local tax consequences under present law,including recently couched legisladon,resulting from the receipt or the City.The Landowners will deliver,and require any subsequent purchaser to deliver,into escrow with the Trustee accocal of interest le,m the acquisition or disposition of,the Bonds Pr0apm6,,purchasers of the Bonds should be City,err ofagricultural valuafion,which the Trust.will hold in escrowuntil it receives further ins—mo from the aware that the ownership ofax-exempt obligations such n the Bonds may result in collateral federal not consequences The City may file thew with the Tarrant County Tax AssesmrlCollectnr in the event that the Developer or to,among others,financial mstinnions,life insurance companics,property and casualty insanerx,companies certain subsequent owner has not paid ad valorem taxes or the special assessments due in respect of agricultural valuation foreign corporations doing business in the United States,S corporations with subchapter C earnings and profits, property. Tlse RedemptiomWaiver.Agreement will be enforceable by the City. Although the RedemptioreWever individual recipients of Social S—miry,or Railroad Retirement benefits,individuals otherwise qualifying for the .Agreement is intended to protect the City and the bondholders against potential redemption rights of the hand—ir earned income tax credit,taxpayers qualifying for health insurance premium assistance credit owners ofan interest m in the context of a foreclosure proceeding,there is currently no case law with respect to waiver of redemption tights a FASIT.and axpeyas who may be deemed to have imemred m continued indebtedness to purchase m carry,ex who or n agricultural valmmea,therefore it is unclear whether the RedemptionAvaiver Agreement is enforceable under have paid or incurred certain expenses alloeable to,[.—.pt obligations.Prospective purchssers should consult Texas law, their own tax advisors as to the applicability of these consequences re,their particular circumsumeas. Because the enforceability ofa Red,.pnn/W iv.,Agreament isnot certain,as additional protection against Fxisting Law may change to reduce or eliminate the benefit to bondhrlde,of the exclusion of interest on the occurrence ofa tax sale for non-payment o£ad valorem taxes and the associated risk fredemption rights arising, the Bonds from gross income for federal income tax purposes. Any proposed legislation or administrative action, the Developer deposited with the Trustee coneuremdy with the Closing on the Major Improvement Bonds an amount whether m not taken,weld also etfea the value and marketability rf the Arndt.Prospective purchasers rf theBonds equal to two years of the estimated ad valorem taxes assessed against agricultural valuation property to become dueshould consult with their own tax advisors with respect to any proposed or future changes m tax law. Such funds me being held by the Trustee under the Indenture for the Major Improvement Bonds and may be used by the City to pay delinquent ad valorem taxes on agricultural valuation property and thereby potentially avoid the Tas Ail,nunring Treatment of Discount rad Premium on Certain Bond. possibility of a sale for non-payment of ad valorem taxes and the associated ri.k a rcdempdon rights arising. A proparttyare amount of such deposit will be resumed to the Developer at such time when no property in the District The initial public offering price ofceruin Bonds(the"Discount Bonds'")may be less than the amount payable is-hied forait—loremtaxpmposesbasedup-,.sugriculruraiuse srich Bonds ateraturity.An amen[equal to the differencebetveenthe initial public offering priceof,Discoum Bond(assuming that a substantial amount of the Discount Bonds of that maturity are sold to the public at such price) TAX MATTERS and the amount payable m maturity wnstiNtes original issue discount w the initial purchaser of such Discount Bond. A portion of such original issue discount allocable to the holding pend of such Discount Bond by the initial purchaser Ta:Exemption will,upon the disposition of such Discount Bond(including by reason ofits payment at maturity),be treated as interest excludable form gross income,rasher than as taxable gain,for federal income rax purposes,on the same.—a and 'the delivery of the Bonds is subject to the opinion of Ce-Bond Counsel ro the effect that interest on the tynditionsas those for the,interest on the Bonds described above under"Tax Exemption-Such interest is considered Bonds for federal income mix purposes(1)will be excludable from gross income,as defined in section 61 of the to be accrued generally in accordance with the consun[interest method over the life ofa Discount Bond,taking into Internal Revenue Code of 1936,as amended to the date of such opinion(the"Code"),pursuant to section 103 ofthe i,...nt the semiannual compounding clammed interest,at the yield m maturity on such Discount Bond and genmally Code and existing regulations,published rulings,and court decisions,and(2)will or be included in computing she will be allocated to an initial purchaser in,different amount from the amount ofthe payment denominated as interest altemative minimum taxable income ofthe owners the wfwho are individuals.A form ofCa-Rond Counsel's.pintas actually received by the initial purchaser dunng the tax year. reproduced as APPENDIX D.The statutes,regulatieus,rulings,and courtdecisions on which such opinion is based ("Existing Dew")are subject to change. However,such interest may be required to be taken into account in determining the alternative mimmum raxable income of a corporation,for purposes of calculating a corporation's alternative minimum ax imposed by In rendering the foregoing opinions,Co-Bond Counsel will rely upon reprexammors and canifeations of Section 55 of the Code,and the amount of the branch profits tax applicable to ceresin foreign corporadoms doing the City made in acertiftatodated thedate ofdelivery ofthe Bonds pertaining totheuse,expenditure,and invesm m business in the United States,even though there will nor be,corresponding cash payment.In addition,the accrual of ofthe preareeds of the Bonds and will assume continuing compliance by the City with the provisions ofthe Indenture such interest may result in cenam other collateral federal income tax consequences to,among others,financial subsequent to the iswm ea of the Bonds.The Indenture contains covemants by the City with respect to,ammng other ramoruces,life insurance—mares,res,property and easuahy insurance tympanies,S corporations with subchapter C matters,the use ofthe pureed,ofthe Bonds and the facilities financed therewith by persons other than sate or local earnings and profits,individual recipients of Social Security or Railroad Retirement benef ts,individuals otherwise guvernmemal units,the manner in which the proceeds of the Bonds are to 1w invested,the periodic calculation and qualifying for the earned income tax credit,owners ofan inn reer in a FASIT,and taxpayers who may be deemed in payment to the United States Treasury of arbitrage"profits'from the investment of proceeds,and the reporting of have incurred of continued indebtedness to purchase or carry,or who have paid or incurred certain expens.11—ble amain information to the United Sates Treasury.Failure m comply with any of these covenants may cause interest to,ta-exempt obligations. seMoreover,in the event of redemption,sale or other taxable disposition ofa Discount on the Bonds to be includable in the gross income of the owners thereoffron the date of the issuance of the Bonds. Bond by the initial owner prior to maturity,the amount realized by such own cess ofthe basis ofwch Dint Bond in the hands of arch owner(adjusted upward by the portion ofthe originaltsmou e discount allocable to the penod Co-Bond Counsel's opinion is not a guarantee of a result,but represents its legal judgment based upon its for which such Discount Bond was held)is includable in gross incom,. review of Existing Law representations and covenants of the City described above above.No ruling has been sought from ,helmmeel Revenue Service(the"IRS")with respect to the matters addressed in the opinion of Ce-Bond Counsel, Owners ofIrscasm Bods should anclult with their own ax advisors with respect to the determination of and Co-Bond Counsel's opinion is nor binding on the IRS. the IRS has an ongoing program of auditing the tax- accrued engine more ill.—[on Discount Bonds for federal income ax purposes and with respect to the sate and amp status of the interest on me-exempt obligation. If an audit of the Bonds is cad,under ecorce tool ax conseque s ieowning and disposing of Discount Bond..It is possible that,under applicable provisions prrcedmes the IRS is likely to treat the Ciry as the"taxpayer;'and the Owners ofthe Bods would have no right to governing determination of sate and local income taxes,accrued interest on Nicol Bonds may be darned to be participate in the audit process.In responding to ordefending an audit ofthe t s—lopt surtax ofthe interest on the received is the year of acemai even though there will not be a c.—spording cash payment Bonds,the City may have different or conflicting interests from the Owners of the Bonds.Public awareness of any furore audit ofthe Bonds could adversely affect the value and liquidity ofthe Aonds during he pendency ofthe audit, 'fhe initial public offering price of certain Bonds(the"Premium Bonds")may be greater than rhe amount regardless of its ultimate outcome, payable on such Bonds at maturity..An amount equal to the difference between the initial public offering price of a Premium Bond(assuming that a aubeleal amount of the Premium Bonds of that maturity,are sold to the public at 69 70 0632221 1a #563222).14 such price)and the amount payable at maturity constitutes premium to the initial purchaser of such Premium Bondsof and lien on the Trust Estate Co-Rood Counsel will also provide a legal opinion to the effect that interest on the The basis for federal income tax purposes of a Premium Bond in the hands ofsuch initial purchaser must be reduced Bands will be excludable f grossrte far federal in me tax purposes under Section 103(,)of the Code,subject rti each year by the amozable bond premium,although no federal income tax deduction is allowed as a result of such to the matters described above under the tcaption"TAX MATTERS"A copy of the opinion of Co-Bond Counsel is reduction in basis for amortizable bond premium. Such reduction in basis will increase the amount of any gain(or attached haretoas"APPENDIX D—Fomh of Opinion of Co-Bond Counsel" decrease the amoom of any loss)to be rmog..d for federal income tax purposes upon a sale or other-able disposidon ofa Premium Bond. The amour of premium which is amortvable tach year by nn initial purchaser is Except as noted below,Co-Bond Counsel did no,take part in the preparation of the Limited Offering determined by using such purchaser's yield in maturity. Memorandum,and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the irifearmadon contained therein,except that,in its capaciy as Co-Bond Counsel,such firm has Purchasers of the Premium Bonds should consult with their own tax advisors with respect to the reviewed the information describing the Bonds in the Limited Offering Memorandum under the captions or determination of amortizable bond premium on Premium Bonds for federal income tax purposes ,it with respect to whoaptions"PLAN OF FINANCE—The Bonds"(except for the last paragraph thereof,"DESCRIPTION OF THE the state and lata/tax consequences of owning and disposing of Premium Bonds. BONDS;'"SECURITY FOR THE BONDS;'"ASSESShfENT PROCEDURES"(except for the subcaptons "Assessment Methodology"and"Special Assessment Amounts"l,"THE DISTRICT;'"TAX MATTERS,""LEGAL Future and Proposed Legislation MATTERS--Legal Proceedings.""LEGAL MATTERS—Legal Opinions,""CONTINUING DISCLOSUtF.--- The City"(except for the subcsption"The City Compliance with Prior Undertakings"),"SUITABILITY FOR Tax legislation,admimsuative actions taken by tax authorities,or court decisions,whether at the Federal or INVESTMENT;' "REGISTRATION AND QUALIFICATION OF BONDS FOR SALE;' "LEGAL state level,may adversely efl ci the tax-exempt mates ofimemst on the Bonds under Faders/or also,law and could INVESTMCNTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS LN TEXAS"and APPENDIX B and such firm affect the market price or marketability of the Bonds.Any such proposal could limfi the value of certain deductions is of the opinion that the information relating to the Bonds,the Flood Ordinance,the Assessment Ordinance and the and exclusions,including the exclusion for tax-exempt Marc—,.The likelihood ofany,such proposal being enacted Indenture contained thereinfady and mcurmely describes the laws and legal iseceseddmixed therein and,with respect cannot be predicted.Prospective purchasers ofthe Bonds should consult their owm raz advisarsregantingthe f regoing to the Bonds,such information conforms to the Boni Ordinance,the Assessment Ordinance and the ImIca m e, mattrrs The s legal opinions to be delivered concurramly with the delivery of the Bonds express the Information Reporting and Backup Withholding professional judgment of the attorneys madeung the opinions as to the legal issues explicitly addressed therein.In rendering a legal opinion,the attorney does not become an insurer or guarantor of that expression of professional Subject to certain exceptions,mfor-hoo reports describing interest intone,including original issue judgment,of the transaction opined upon,o,of the future performance ofthe parties to the transaction.Nordoesthe discount,with respect to the Bonds will be sem.each registered holder and.the Internal Revenue Service. rendering of an opinion guarantee the Wtcome of any legal dispute that may arise out ofthe transaction. Payments of interest and principal may be subject to backup withholding under section 3406 of the Code if a recipient of the payments fails to formal,to the payor such owner's social security number or other taxpayer identification Litigation—The City umber("TIN"),famishes an incorrect TIN,or otherwise fails to establish m exemption from the backup withholding our.Any amounts so withheld would be illowed as a credit against the—/-amts federal income rax.Special rules At the time of delivery and payment for the Bonds,the City will certify that,except as disclosed herein,there apply to pmmerships,wares and vests,and in certain c .stances,and in respect of N—U.S.Holders maim,suit,proceeding,inquiry ortvestigntion,at law or in equity,before or by any court,replamr,ageng, certifications as to foreign status and other matters may be required m be provided by partners and beneficiaries public board or body,pending or overfly threatened against the City affecting the existence of he District,or seeking thereof to restrain or to enjoin the into or delivery of the Bonds,the application of the proceeds thereof,in accordance with the Indenture,orthe collection or application of the Special Assessments aewring the Bonds,as in any way contesting LEGAL MATTERS m affecting the validity or enforceability of the Bonds,the Assessment Ordinance,the Indenture,any action of the City contemplated by any of the said documents,or the collection.application of the Pledged Revenues,or to any Legal Proceedings way contesting the completeness ex metimey of thisLimired Offering Memorandum or any amendment ursupplement thereto,or comesfing the powers of the City or its authority with respect to the Bonds or any action of the City Delivery of the Bonds will be accompanied by the unq,,lifcd approving legal opinion of the Attorney contemplated by any documents relatingto the Bonds. General to the effect that the Bonds are valid and legally binding obligations of the City under the C-surto on and laws of the State,payable from the Trust Estate and,based upon their examination of a transcript of certified Litigation--The Developer proceedings relatingto the issuance and sale ofthe Bonds,the legal opinion ofCo-Band Counsel,to a like ef£ttt. At the time ofdelivery and paymem for dhe toads,the Developer will certify that,except ns disclosed harem, Kelly Hart&Hallman LLP and McCall,Parkhurst&Horton 1-1.1l,serve as Co-Bond Counsel and Co- there is no action.,suit,preceeding inquiry or investigation,at law or in equity,before or by any court,regulatory Disclosure Counsel to the Cit.Bracewell LLP serves as Underwriter's Counsel.The legal fees paid m Co-Bond body,public board or body pending,or,to the best knowledge of the Developer,threatened against or ffifmti,g the Counsel,Co-Disclosure Counsel and Underwriters Counsel are contingent upon the sale and delivery of tlhe Bonds. Developer wherein an unfavorable decision,ruling or finding would have a material adverse affmt on the financial condition or operations of the Developer or its general partner or would adversely affect(I)the transactions Legal Opinions conremplamd by,or the validity or enforceability of,the Bonds,the Indem rre,the Bond Ordinance,the Service and A—usem Plan,the PID Reimbursement Agreement,the Redemption/Waiver Agreement or the Bond Poch... The City will fi arish the Underwater,transcript of eenam certified proceedings incident to the auth xizanon Agreemen4 or mhe—se described in this Limited Offering Memorandum,or(2)the tax-exempt status of interest on and issuance of the Bonds. Such transcript will include a certiFed copy oC the approving opinion of the Attorney dhe Bands(individually of in rhe aggregate,s"Material Adverse Effect'). Principals of the Developeaand their General of Texas,as recorded in the Bond Regismr of the Comptroller of Public Accounts of the Smtq m the elf[ affiliated entities may in the insure be parties to pending and/or threatened litigation named totheir commercial and that the Bonds are valid and binding special obligations of the Cit.The Citywill also firmish the legal opinion of reel,mate development activities. Such litigation occurs in the ordinary course of business and is not expected to C.Band Coumel,to the effect that,based upon nn examination f.such transcript,the Bonds are valid and binding have Material Adverse Effect. apmial obligations of the City under the Commitment and laws of the State.The legal opinion of Co-Boad Counsel will further mate that the Bonds,including principal of and interest thereon,are payable from and secured by.pledge 71 72 x5632221.14 1!5632221.14 SUITABILITY FOR INVESTMENT Compliance with Prior Undertakings-City Investment in the Bonds poses.engin economic risks. See"BONDHOLDERS'RISKS'The Bonds are During the last five years,the City believes it has complied in all material respcets with its continuing a rated by any nationally recognized municipal unmties rating service.No dealer,broker,salesman or other person disclusu c.pecano—ode m ec—dance with the Rule.' has been authorived by the City w the Underwriter to give any information or make any representations,other then those contained in this Limited Offering Memorandum,and,if at...or made,such other information or The Developer representations must—be relied upon as having been authorized by either of the foregoing.Additional information will be made available to each prospective investor,including thebenefil of u site visit to the City and the opportunity Although not required by the Rule,the Developer,the PID Administrator,and the Dissemination Agent have to ask quesdom of the Developer,as such prospective investor deems necessary in order to make an informed decision voluntarily entered into a Continuing Disclosure Agreement(the"Disclosure Agreement of the Developer')for the with respect to the purchase of the Bondsbenefit of the Ownera of the Bonds(including owners of beneficial interests in the Bonds),to provide,by certain dates prescribed in the Disclosure Agreement of the Developer,certain inf aeon regarding the Development and the ENFORCEABILITY OF REMEDIES Roadway Improvements(collectively, he"Developer Reports").The specific nahre of the mforantion W be contained in the Developer Repots is set forth in"APPENDIX E-2—Form of Disclosure Agreement of the The remedies available to the Ownera efthe Bonds upon an event ofdefault under the indenture are inmany Developer"Under certain c mstances,the failure of the Developer or the Administrator to comply with its respects dependent upon judicial actions,which are often subject to discretion and delay. See obligati under the Disclosure Agreement of the Developer ommudes an event ofdefault thercomder.Suchadefault non .ns u m c RISKS---Remedies and Bankmp[cy"Under existing constitutional and statutory law and judicial decisions, will not constitute an event ofdefwlt under the Indenture,hot such event ofdefault under the Disclosure Agreement including the federal bankruptcy code,the remedies specified by the lndenture and the Bonds may not be readily ofthe Developer would allow the Owners ofthe Bonda(mcludmg owners of beneficial interests in the Bonds)rebring vailable or may be limited.The various legal opinions to he delivered coneurmtly with the delivery ofthe Bonds an action for specific performance will be qualified,as to the enforceability of the remedies provided in the various legal instruments,by limitations imposed by bankruptcy,reorganization,insolvency or other similar laws affecting the rights of creditors and enacted The Developer has agreed In,provide(i)certain updated information to the PID Administrator,which before or after such delivery. emunilmn,will prepare and provide such updated information in repon form and(ii)ina ces m7censin specified events, only as provided in the Disclosure Agreement of the Developer.The Developer has not agreed to provide other NO RATING information thatmay be relevant or material to a eomplae presentation.fits financial results of,peralie s.condition, or prospects or agreed to update any information that is provided in this Limited Offering Mem randumeept as No application for a raring on the Bonds has been made to any rating agency,nor is there any reason to provided in the Disclosure Agreement of the Developer. The Developer makes no represematiem or warranty believethatthe Ciry wouldhavebeen successfulin obmining.i-rves e.graderatingfurthe Bondshadapplication coneemingsuchinfrmation or wneemingits usefulness toot decisiontoinvestmor sell the Bondsst anyfuturedato. been made. The Developer disclaims any contractual or ton liability for damages resulting in whole or in part from any breach of the Disclosure Agreement of the Developer or from any statement made pursuant to the Disclosure Agreement ofthe CONTINUING DISCLOSURE Developer.The Developer has not previously entered into a continuing disclosure agreement in accordance with the '.. Rule.However,in connection with the issuance ofthe Major Improvement Bonds,the Developer voluntarily entered '.. The City inma c.ntimring diaclomm agreement for the bent ofthe holden ofthe Major Improvement Bonds.The Developer [s not an`obligated perwn'under the Rule. Pursuant to Rule 15.2-12 ofIhe Securities and F change Commission(tire"Rule"),the City,Mumeap,Inc. and FS('Cveenuing Disclosure Services,a Division of Hilltop Smetana lnc.(in such capacity,the"Dissemination Pursuant to th.Dlsclesure Agreement,the Devdoper is only...possible for providing the Developer Reports Agent")has entered into a Continuing Di.(—Agreement(the"Disclosure Agreement of the Issuer')for the for an long as the Developer is responsible for the payment of Annual hutallmeats of Roadway Improvement Special benefit ofthe Owners of the Bonds(imliflu g owners of beneficial interests in the Bonds),to provide,by cerain dates Assessments equal to at least 20%ofth.total Annual lnstaliment of Roadway Improvement Special Assessments for prescribed in the Disclosure Agreement of the lssuer,certain financial information and operating data relating to the any year.In addition,in the event a foreclosure of any mortgage lien deed o!mss(or banknrpley foreclosure sale City(collectively,the"City Reports').The specific nature of the information to be contained in the City Reports is with respect to the Developer's pusfenywithin the Western Improvement Area,the Developer's continuing disclosure set forth in"APPENDIX E-I—Fan of Disclosure Agreement of the Issuer." Under certain circumstances,the obligation pursuant to the Disclosure Agreement may be discharged and no Developer Repots would be filed fsilure of the City to comply with its obligations under circ Disclosure Agreement of the Issuer c.nsetutes an—.of thereafter default thereunder.Such a default will not constitute an event.f default under the Indenture,but such event of default under the Disclosure Agreement of the Issuer would allow the Owners of the Bonds(including owners of beneficial Compliance with Prior Undertakings-Developer mfcrosts in the Bonds)to bring an action for specific performance. In a nnection with the issuance of the City of Fort Worth Texas,Special Assessment Revenue Bonds,Series The City has agreed to update information and to p—ide..fie.of certain specified events only as provided 2017(Fort Worth Public Improvement District No.17(Ruck Creek Ranch)Major improvement Project)(the"Major in the l)-los m Agree ant oftht Issuer.The City has not agreed to provide other information that may be relevant Improv eat Bonds'),the Developer entered into a continuing disclosure agreement(the"Major Improv ent maueal[o a complete presentation of its finandai resnl[s of operations, .....prospects or agreed to update CDA")•The Developer received the annual'mstallmembill on January 23,2018 after discovering that the original bill any information that is provided in this Limited Offering Memorandum,except as provided in the Disclosure mailcl to the address..file with the Tarrant County Appraisal District had notbeen received.Asaresult,theannual Agreement of the Issuer.The City makes no representative or warranty.oncoming sueh information or concerning nstallme.If the special esscssen-ts securing the Major Improvement Bonds that was due me or before January 31, its usefulness to a decision to invest in or sell the Bonds at any future date.TTe Ciry disclaims any contractual or[ort 2018 was nor paid until Febmary 21,2018,fallowing receipt afar updated bill on February 12,2078,which included liability for damages resulting in whole or in part Rom any breech of the Disclosure Agreement ofthe issuer or from penalties end interest on the annual instalment The Developer notified the City that the assessment bill was received any statement made pursuant to the Disclosure Agreement of the Issuer. on January 23,2018 and that the miniver was being processed.The Developer maintained contact wids the PID 'N the reyuem o[LLie tlndcrurirar for aLs nansecaon,addi[iensl uJommnon r lzina nclylad msnr 6rlh n[n cite Gvev[ar untt atmched Imra[o os Appendix J.derirered[nwracctien with Wr nuva�tian. 73 74 45632221.14 #5432221.14 Administrator after receipt of the annual installment bill m January 23,2018 regarding clarification on the annual The City made o ungwimt ofolher laws,rules,regulations m investment criteria which might apply to eeIm nsent bill and die late payment of the annual installment.The Deyeloper provided written notice of the lite such institutiona s swimsv oI which might limit the snitability ofthc Bonds for any of the foregoing purposes or limit payment m the PID Administmmr m March 14,2018 and the Dissemination Agent on March 19,2018 and requested the authority of such institutions m entities to purchase ter invesr in she Bonds for such pumems, that s nonce whines]event and a nonce of late filing of a listed event be filed.Notice of the listed evem and notice of lorefiling were filed m March 26,2018.The City is nota parry to the Major Improvement CDA and the late payment INVESTMENTS ofthe annus]instillment and the late filing of the notice ofthe listed event was not it,,many failure or neglect on the part of the City.Addiumally,the late payment of the annual installment as described above did not result in terry The City invests its funds in invesurnmes authorized by Texas law in accordance with investment policies Jim payment of debt service on the Major Improvement Bonds and did not require reserve fiend draws for the Major approved by the City Council.Both Texas law and the City,investment policies are subject to change. Improvement Bonds, Under Texas law,he City is authorized to invest in(I)obligations,including letters ofcredit ofthe United The PID Administrator and the Deyeloper have implemented additional procedures to ensure that in the States or its agencies and instrumentalities,(2)direct obligations of the State of Texas or its agencies and future the Developer fully complies with its confirming disclosure undertakings made under the Rule and,for so long instrumentalities,(3)collateralized mortgage obligations directly issued by a federal agency or instrumentality ofthe asthe Develetnuormiated entity is a landowner timely pays annual installments ofspeeial assessments.Additionally, United States,the underlying security for which is guaranteed by an agent'm instrumentality ofthe United States, it is anticipated that all future annual installments of special assessments will be billed thrm,gh Tanam County (4)other obligations,the principal and interest of which are unconditionally guaranteed or insured by,or backed by connoment with property lax bills.The Developer has otherwise complied in all material respects with the Major the full faith and credit of,the Stare of Texas or the United States or their respective agencies and instrumentalities hnprovement CDA. including obligations that ere fully guaranteed or insured by the Federal Deposit Insurance Corporation("FDIC")or by the erzplidt full faith and credit of the United States.(5)obligations of slates,agencies,scomes,cities,and other UNDERWRITING political subdivisions of any state rated as to investment quality by a nationally recognized towinmat rating firm not less than A or its equivalent,(6)bonds issued,assumed,or guaranteed by the State of Israel,(7)interest bearing Sloe],Nicolaus&Company,Incorporated(the"Underwriter')has agreed to purchase the Bonds from the banking deposits that are guaranteed by the FDIC m the National Credit Union Share Insursnce Fund("NCUSIF')or City at is purchase price of (the par amount ofthe Bonds,les underwntingdi,mo mof5 _f theurespectois stmeassors,(9)depository cemficatesofdepositmcamig themillemarests.f1he PFJAthatwe ismed The Underwriter's drligaoons are subject to certain conditions precedent and ifobligated to purchase any ofthe Bonds by an institution that has its main office or a branch once in Texas and are guaranteed or insured by the FDIC or the the Underwriter will be obligated to purchase all of the Bonds.The Bonds may be offered and sold by the Underwriter NCUSIF,mare secured as m principal by bmdsdescbedin the clayses(1)through(6)or in any other manner and at prices lower than the initial offering prices stated on the inside cover page hereuf,and such initial offenng prices amount provided by law for City deposits,(9)fully cdl,temli,,M repurchase agreements that have a defined may be changed from time ro time by the Underwritertermination date,are fully secured by is combination of cash and obligations described in elmu(1)which are pledged m the City,held in the City's name,end deposited at the time the investment is made with the City or with a third REGISTRATION AND QUALIFICATION OF BONDS FOR SALE parry related and approved by the City and are placed duengh a primary govemment sannumas dealer,as defined by the Federal Be.—, a fins pial tiommtim doing business in the Slate,(10)bankers cceptanea with a slated The sale of the Bonds has not been registered under the Federal Secunties Aa of 1933,as amended,in mannity of 270 days or less from the date of its issuance,if the short-term obligations of rhe accepting bank or its titian a upon the exemption provided therwnder by Section 3(a(2),and the Bonds have not been qualified under the parent are rated at least A-1 or P-1 or the equivalent by at least one nationally recognized credit rating mme ,(I1) Securities Am of Texas in reliance upon various exemptions contained therein, or have the Bonds been qualified commercial paper that is rated at least A-1 or P-l or the equivalent by either(a)two nationally recognized credit rating under the securities oar of arty nther jurisdicum,The City assumes no responsibility for qualification of the Bands agencies or(b)one nationally recognized credit raring agency if the pp,,,,fully seared by an irrevocable lent l' under the securities laws of any jurisdiction in which the Bonds may be sold,assigned,pledged,hypothecated or credit issued by a U.S.or state bank,(12)no-load money marker mutual funds registered with and regulated by the otherwisetranstened.This disclaimerofresponsibility for qualification for saleor otherdisp-mon ofthe Bonds Securities and Fachange Commission thatcomplywith Securities and Exchange Commission Rule 2a-7,(13)no-load shall not be construed as an interpretation of any kind with regard to the availability of any exemption from secunnes mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less registranm pr-iin.usthan two years,and either has a duateen of one yea re and is invested exclusively in obligations described in this paragraph,or has a duration of less than me year and the investment portfolio is limited to investment guide LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS econties,excluding asset-backed secunfies,(14)public funds investment pools that have an advisory board which includes participants in the pod and are wourumsly,rated as in investment quality by at least me nationally The PID Act and Sentiou 1201.041 ofthe Public Security Procedures Act(Chapter 1201,Texas Government recognind investment rating firm of not less than AAA or its equivalent,and(15)a brokered certificate of deposit Code, ended)provide that the Bonds are negotiable instruments and investment saurities governed by Chapter 8, uriry invested thrmgh a Texas brokmapproved by the City Council in which the broker or depository arranges fm rc Texas Business and Commee Code,as amended,and are legal and authorized ion esments for insurance companies, the deposit of the funds in certificates of deposit in one It more federally insured depository institutions,wherever fiduc tr es, ustees,or for the sinking funds ofm icipalows or other political subdts vison or public agencies of the located fm the account of the investing unity in Dunt insured by the United States or an insWmentality f he State,aWith respect to investment in the Bonds by municipalities or other polidcal subdivisions or public agencies of United States.Texas law also permits the City in invest bond proceeds in a guarantced invesmirnt contract,subject to the Stare,the Public Funds fawastment Acs Chapter 2256,7 xaa(Awwoment Code((he"PFLi")mp ims that the limitations as set forth m the PFIA. Bonds be assigned a taring of at least'A".,its equivalent as to investment quality by a national rating agency.See "NO RATING"about, m addition,the PID Act and various provisions of the Texas Finance Code provide that, The City may also contract with an investment management firm registered under the Inveernent Advisers subject to a prudent investor standard,she Bonds are legal insestments for state banks,savings banks,vast companies Act of 1940(15 U.S.C.Sevum 80b-I a seq.)or with the Stale Securities Board to provide for the investment end with capital of one million dollars or more,and savings and loan associations. The Bonds are eligible to satire managandentofies public funds or whe,firods mderitscontrolfmstetmuptotwoyears,but the City reemesultimate deposits to the extent of their market value. No review by the City has been made of the laws in other,stares to cap onsibiliry as fiduciary of its assets. In order to renew m extend such a contract,the City must do so by order, debenture whether the Bonds sre legal investments for various institutions in those states.No mpmanotation is made ordinance,or resolution. The City is specifically prohibited from musting in:(1)obligations whose payment that the Bonds will be acceptable Io public entities in secure their deposits or acceptable to such insntuumi for represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security .vestment purposes. collateral and pays no pnncipal;(2)obligations whose payment represents the principal stream of cash Flow from the underlying mortgage-backed security and bears no interest,(3)collalendoead mortgage obligations that have a stated 71 76 #5(,32221.14 6563222tA4 final mamdty of greater than eight years;and(4)cdlateralized mortgage obligations the interest new of which is pools in conform to the new diad......,rating,net asset value,yield calculation,and advisory board requirements, determined by an index that adjusts opposite to the changes in a market index. and(10)at least annually review,revise,and adopt it list of qualified brokers that are authorized to engage in investment transactions with the City. Political subdivisions such as Ne City are authorized re muld.m.,,securities lending p,meouns if(i)the ectirides loaned under the program arc 100%collateralized,a leen made ,it,,the program allows for termination at INFORMATION RELATING TO THE TRUSTEE any time and a loan made under the program either secured by(a)obligations that are described in clauses(1) through(6)ofthe fust paragraph under this subcaption,(b)irrevocable letters of credit issued by a state or nanonal The City has appointed BOKF,N.A.,atrost company organ zed under thelaws ofth,United States,to serve bank that is c.nnnuously rated by a nationally recognized investment rating firm not less than"A"or its equivalent, as Trustee.The Trustee is to carry out Nose duties assignable to it under the Indenture.Except for the contents of or(c)cash invested in obliganons that are described in clauses(1)through(6)and(10)through(12)of the first this sectionn,theTmstee hasnamviewed or pame,pated in the prep aratiedofthisLumeed0ffaring Memmandumand paragraph under dila subception,or an awhmized investment pool;(ii)securities held as collateral under a loan am responsibility,for the contents.accuracy,fairness or completeness of the information act forth m his pledged to the gov mmanW body,held io then ..I the governmental]body and deposited at Ne time the investment Limited Offering Memorandum or for the recitals contained in the Indenture or the Bonds,a for the valldry, is made with the City or a third parry designated by the City;(iii)a loan made under the program is placed through suBiciency,w legal effect of any of such documents.BOKF,N.A.,els.serves as trustee for the Major Improvement either a primary government securities dealer or a financia)insmaion doing business in the State;and(iv)the Bonds, agreement to lend securities has a term ofoneyear or less. Futfhermae,the Tmasiee has re overnight raspotsibil'vty,and is not accoumable,fa theuse a application by Under Texas law,the City is required to invest its funds under written investment policies that primarily the City of any of Ne Bonds authenticated or delivered pursuant to the Indenture or for the use or application of the emphasize safety of principal and liquidity;that address investment diversification,yield,maturity,and the quality proceeds of such an Bds by the City.The Trustee has nm en evaluated the risks,befits,or propriety of any investment and capability of investment management;and that includes a list of authori ed investments for City funds,the in the Bonds and make,no representation,and has reached no conclusions,regarding the value or condition ofany m allowable stated maturity of any indvidual Investment,the maximum average dollar-welgtrted mamriry ,sets a r. es pledged or assigned as security for the Bonds,the technical or financial f sibility ofthe prgecr, allowed for pooled fund groups,methods to monitor the market price of investments acquired with public funds,a a the investment quality ofthe Bonds,shout all f whi,h the Tmatae expresses no opinion and exp,mN disclaims requirement for sencement of all transactions,except invesmem pool fund,and mutual fords,on a delivery versus the expertise to evaluate. payment basis,and procedures to monitor rating changes to investments acquired with public funds and the liquidation of such investments consistent with the PFIA. All City funds must be invested consistent with a formally adopted Additional information about the Tneds,may be found at its website at bo friancial coin. Neither the "Investment Strategy Statement"that specifically addresses each funds'investment. Each Investment Strategy information on the Trustee'swebotc,cor any links from thatwebsite,is pad,fthis Limited Offering Memmandum, Statement will describe its objectives concerning:(1)suitability of investment type,(2)preservation and safety of nor should any such information be relied upon m make investment decisions regarding the Bonds. principal,(3)liquidity,(4)marketability of each imvesoment,(5)dversificanim of1he portfolio,and(6)yield. SOURCES OF INFORMATION Under Teas law,City investments must be made"with judgment and are,under prevailing circumstances, that a person of prudence,discretion,and intelligence would cxerdse in the management of the person's own affairs, Gamest not for speculation,but for investment,considering the probable safety of capital and the probable income to be derived."At least quarterly the investment officers of the City shall submit an investment report detailing:(1)the The information contained in this Limited Offering Memorandum has been obtained primarily from the .vestment position ofthe City,(2)that all investrnentofficersjointly prepared and signed the report,(3)the beguourig City's records,Ne Developer and its represenanves and other sources believed to he reliable.to accordance with its market value,the ending market value and the fully accrued interest for the reporting period of each ponied fund responsibiliti...nder the federal securities law,the Underwriter has reviewed the information in this Limited Offering getup{4)the book value and market value of eazh separately listed asset at Ne beginning and end of the mpornng Memorandum in meordance with,and as pan of,its responsibilities to investors under the federal sac times laws es '.. period,(5)the maturity date of each separately invested asset,(6)the account or fund or pooled fund group for which applied to the facts and circumstances of the hanste don,but the Underwriter dues not guarantee the accuracy or '.. eachindiAdualinvestmentw,,wquimd,and(7)ffi omplianc.oftheinwsimempo�f,lioasitrelatesto.(,)adopted complere...imsuchinformmon.Theinfurmaturandezpressions of opinion herein are subject to change without vestrment strategy statements and(b)state law.No person may invest City funds without express carmen and onry nonce,and neither the delivery of this Limited Offering Mem randun any sale hereunder will create any from Ne Cory Council . mptiewomthat there has been aro change in thefinmend ovedllem m,petalions oftheCoy or th.Davelopet described herein since the dare hereof This Limited OfJe g Memorandum contains,m part,estimates and matters ofopinion Under Texas law the City is additionally required to-(1)annuallyiew its adopted policies and strategies that are not intended as statements of fact,and no representation or warranty is made as to the wrectness of such (2)adopt a rule,order;ordinance or resolution stating that it has reviewed its investment polity and investment emmates and opinions or that they will be realized.The mmmanes ofthe statutes,resohmions,ordinances,indemures strategies and records arty.hangs,mad,to either its invesunent policy or investment strategy in the rcapemive tole, and engineering and other related reports act forth herein included subject to all of the provr of such order,ordinance or resolution;(3)require any inwand ent officers'with personal business relationships or relatives documents.These summa...do nor purport to be complete statements of such provisions and reference is made re with firms seeking m sett sewri6es to the City to disclose the relimmichip and file a statement with the Texas Ethics such dowmems for further'mfoornmed. Commission and the City Council;(4)require the registered pnm ipal of flims seeking to sell securities to the Ciry to (a)receive and review the City's investment policy,(b)acknowledge that reasonable conned,and procedures have Source orCermin Information been implemented to preclude investment transactions conducted between the City and the business organization that not authorized by the City's investment policy(except to the extent that this mthmizmnn is dependent on an The information contained in this Limited Offering Memorandum relafinge,the description ofthe Roadway analysis ofthe make.,of Ne City's entire portfolio or require.an interpretation dsubjective invesrment standards), Improvements generally and,in particular the information included in the sections captioned"PLAN OF FINANCE and(c)deliver a wnmen natement arresting to these requirements;(5)perform an annual audit of the....gemem —Development Plan,""FIR MAJOR IMPROVEMENTS AND'FRE ROADWAY IMPROVEMENTS,"'THE cuch.ls on investments and adherence to the City's investment policy;(6)provide specific investment training for DEVF,L()PMF,N-F""THE DEVELOPER,""BONDHOLDERS'RISKS"(only as it pertains to the Developer,the the officers of the City;(7)restrict reverse rol mel ase agreements to not more than 90 days and restrict the investment Roadway Improvements and the Development),"CONTINUING DISCLOSURE—The Developer"and"LEGAL of reverse repurchase agreement funds in no greater than the.,in of the reverse repurohsse agreement;(g)n sme the MATTERS—Litigation—'Ihe Developer has been provided by the Developer. .vestment in no-load mutual funds in theaggregate ton,more than 1511.ofthe entity's monthly ave rage fund halance, excluding bond proceeds and reserves and other funds held for debt service;(9)require local government investment 77 78 1,51,32221 14 451,32221 14 False- Thamformadonregardingthe Service and Assessment Plim in this Limited(Mermg Mernermakno hasbeen provided by DPFG and has been included in reliance upon the authority of such firm as experts in the field of development planning and finance, The information regarding the Appraisal;,this Limited Offering Memorandum hasbeen provided by Integra Really Resources,and has been included in reliance upon the authority of such firm as capons in the field of the apprusal of real property. The information regarding the Appraisal in this Limited Offering Memrnandum has been provided by Metamnady-DallastFL Wonh and has been included in reliance upon the authority of such firm as eaperrs in the field of marketing, Updating of Limited Offering Memorendum If,subsequent to the date ofthe Limited Offering Memorandum,the City teams,through the ordinary course of business and without undertaking any investigation or examination for such purposes,or is notified by the Underwriter,ofeny adverse event which causes the Limited Offering Mem andum m be materially misleading,and unless the Underwriter elects to terminate its obligation to p..h—the Bonds,the City will promptly prepare and supply to the Unerw driter an appropriate amendment or supplement to the Limited Offering Memorandum satisfactory to the Underwriter,provided,howe thatthe obligation fthe City to so amend or supplement the Limited Offering Memorandum will terminate when the City delivers the Bonds to the Underwriter,unless the Underwriter notifies the City on or before such data that less than all of the Bonds have been sold to ultimate customers;in which case the Ciry's obligations hereunder will extend for an additional period of time(bud not more than 90 days atter the date the City delivers the Bonds)until all of the Bonds have been sold to ultimate customers. FORWARD-LOOKING STATEMENTS (THIS PAGE IS INTENTIONALLY LEFT BLANK.) Certain smrements included or incorporated by reference in this Limited Offering Memorandum constitute "forward-looking statements"within the meaning of the United States Private Securities Litigation Reform Act of 1995,Section 21e of the United States Securities F,achange Actof 1934,as amended,and SecAon 27A ofthe Securities Act. Such statements ere generally identifiable by the terminology used such a "plan,'"expect;'"can—.," "project,""anticipate,""budget'or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,LrKCERTAINTMS AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS AKE BASED OCCUR,OTHER THAN AS DESCRIBED UNDER"CONTINUING DISCLOSURE'HEREIN. AUTHORIZATION AND APPROVAL The City Council has approved the font and content of this Limited Offering Memorandum and but authorized this Limited Offering Memorandum to be used by the Underwriter m connection with the marketing and sale of the Bonds. 79 so 45632221.14 45632221.14 APPENDIX A To.Chfmlm Uniaersity;Texas Wakc an UinversiN;Taus ARM U.,,,iW Schwl of Law;the University of Texas at .A,fi, :and ilu University of NOM Texas Health So—C,— GENERAL INFORMATION REGARDING THE CITY AND SLRROLNDING AREA Hwvint SeRnc,.s...Medical f.ditra N Tarrant County ofrw—thIa and,myedem care.Them are epproximamly 39 hapimis with nearly 5JMX)beds and more then 348 b—m'ailablc:one children's hospiW licensed tw 457 ods.four public I.ex-A'nory am Hismay...Fort Wath,Texas,wTme'sem of Tm,ant Cvwy,u Imaled in Ta,mik Wise,V.ker,Jo.nspn and hospitals;71 aou mg hmas;The T—ho County Public Hoah Co—,Career Clinic;Carle,BkodCare end tk UNversily ofNonh Denwn Coumes in NoM Cenud Texas.1 17-55 west Io pool,end 32'36'nwlh latitude.Siteeted on lhl Tfnily R,—.Fort Texm Width Science Center. Wath is appoo—mly 75 miles s,,f,f do,Oklahoma slate line ad 270 mi la rwMwnm of Ua Gulf of Wow. MILrftR1,..Carswell Air Force Base closed as m move air force finality in September of 1993.In Ocwkr of 1499,the base win Fon W-h win am d,,hed az a f ander army post in 1849 by Mo,w Wpky Amold and named for Go.aml William Jenkins W II,. rwpmcd and umsfomad iota Naval An Stalioo(_NAS)Fon WoM,Joint It,—Base,Camwell Field,a nay...m base Now who distinguished himself in Thc War roil.Meaiw.The-ph.became a mopping place.the famous Old Chisholm Trail and a that alt of du—lure been transfcrmd lure ft—NAS Dallas,Glenview NAS,Deu,it,and Memphis.Ura-are ne..ty,IO,aut shipping p,im fro tk gem herds of Lmghom cattle being dnvcn to noMwn markets.Progessive City Icadmhip brougm the fust persomwl utilising the fmililies.Approximately$130 oilhoo of emswctioo,remodeling ad renovation was invested over die ofnine railroads w Fort W,M in 1816 and rvim the mbw[pcnt West Texas oil boom,guided We CiN htw a meoopoliim county —Aro.period.The PX Mart lou.es w operate the Base Exchange store and the goce,y amore fw the benefit of active duty of marc shoo a million people.Fon WoM's eco.my hos worm's bran axsmiawd with cattle,oil,finmcc and manvf.lmivg.Since military and,wired milIon in the Mttropl—The gdtcoww is mw ander loam to Ua Carswell Red—lolami Authority and is World War IL pout WOM has also b.cane a.rapaw,education,high-trch-trmsporldiov,and indumy.rviw wtimr, operated w a public use 1-1hy.The J—Depanmmt has esubhshed a Federal Medicd Center i.do,arae mound the del bast GoceawssewT...Fon Wroth op—,tinder the Comcil-Mani,,form of Mmkipal Government.A Mayor chosen ii-lago by "i.1 The f.ility is for fxmale Federal imtams and emplgs approximakly 3M pmsmecl. popular ode and ancight-mein#,,dngk di tris[otuwil are cl—d w two-year tams.Io tum,II May d C Council appoint Tae Ecowatt...P.,W m growth sanaisss a major driver of 0.City.-m and o ofih000 of its mmglh.Fors W.M the Co,Mmager xho is the Chief Admimstretive ad Exmume Officer of the City.Th,City Council r t o responsible far Ute tninues w k a strong draw for new residrnls and businesses m*.-by king tmnad ora of the cwnm,s fastest gmvingc,I. appainlmml of f City Attomry,Modmpw Judges U.Gty Secretary ad the City Auditor. mwrdmg to 2015 e—figues re1,.d by the United States(U.S.)Cm-Bureau.Fan Wonh grew 117%to.estimated ARea D POM-10.' A cording w Ue—d recent U.S.C sus Boreau data since April,2000,Fart W. has been the Wpuldim of g3 319 dents f,=2010 w 2015 F W M is emsistemly,inked ammg Nc mop Places n the nation m live, C.mst growing Inge city of man thin 500,000 in the nazi.betwern MtX)ad 2010.Since the 2000 Census,Fort WnM's work,and ph,With a Vowing wmrkf.wP node .I t ihties,low most ofdoing busman,high quality of life,and Pomo Folio] Ii.has Increased d a faster rine mm it did during Use 1990x.Thc 2010 Census populdim for Fon Worth was 741,206ser location and cibnak.Ne city is an c choice tot emWadt,looking w expand Ihoir opemuma.According w the B,,,., From 2000 w 2010,FWI pop FA W-W.WWI is naavhl to have—d by 206,512 porsoru'.This mprvsrnts m.mud Use 2016 a,di—d median household income(j)for the City ora$56,426,(ii)Ua Store's was$56,565 and(lu)the U ohod Smtes' gmwlb ratb of oppmximatety 3.9 pacmL Tha ussmated 2017 popdauon is RI5,930.Tare Dallas-Fon WoM Metropolitan Smusucd waz$57,617. Arta is split inw two wp.aw[.stisims:Ute Fort WoM-Arlingwn M<trolxrlitm Divisim and the[hllaz-Plano-Irving Metropoli[m Major employers in Fon Wool,imludc AMR/Ain—oh Airlines,luckheed Mani.,JPS Hod1h Nehao,k.Cook Children's Dir won.The Fott Woto-Adinglm Division includes Johnson,Parker.Tanmi,and Wise Coumia. fledlhcarc System,Tartanl County,NAS Fort Wash Joint Reserve Ham,Fat W dh Independem Schwl Dimia.Texas Heah Taxnse mnoN...The Dwlas/Fon Worth Iniematiffig Apo,,(the"Airport"or"DFW"')is the With IIsi¢ti airport in Use Hams Mcthodin Fort Woa Hapitd,Akin laboramries,City of Fm Worth.Bell 11,1w.pkr.and Genco ATC.Mmufmtu6ng —id..rats oflogisocdoperas.s and toms 8th in Use world based.passengers.The Aupon is die pi—pd. f di- aM distribution,c mains m important pan of the Fon WA t000,ay,lla tat ofeomp 'ria dioAb fim and—fol-8 sing the Ddlos on Worth metropolitm.ea Fun opened w Ja.a,y 13,1974,the Abpwt is lma[cd hi lf—y k en Use cities oWatims in-lWe A—Brio[,Alcon Labs,Allied Elecu.ics ATC Logi—&Elccu.ks,Hagg.Clothing,Fedwal Express, of Dallas and Fott W-h.Texas DFW fid—as,nal offers 1,800 Bight pe,day and wares 60 milli.pmwngers per year.DFW 1.C.Venney's,Mouser Parkar's Tea and CoB«Cas-Cola Enhrpfwe;Bev e.Keith C,.,Miller Coal LLC,Williams.-Dickiq gm'ides nm-stop wrvt<c w 196 domestic and 59 inkrmtional desonatims wmldmde.For oven conweuuve years,DFW has Praulod—w,USA,Iac.,NGC Reama hh,LLC,Ceroline Beraage C-op,LLC,GE Marmf.mting Solusoas,and The Dmtwn ranked in Uro rap leo for eumomer mrvice among I.ge airyorts worldwide in surveys conducted by Asp,rb Council lotemasond. Compmy.Amman AIh.,NGC Renewables.Bell H,htopkr and Novartis'Alcon,have recently added new or c,pm&d In addhoi.,the City owns dune gcmrd mi—airports,emh with dl-weaNer "hiloy,Memham Inmmauonal Alport is fmthuo, equipped with p.dlel wmvays,tk longeIt of which is a 1.500 R,,moray.Fort Wath Spicks Airparl,a gcmrd aviation airyat A 2014 ecm k impact mudy by The Nm mm Group e"ts oil ad natural gas exploration for ad ag$11.8 billion in gars )—rod ding I-35 m Ila south Porti.oCihc City is equipped wills a 6,0W fl.runway.All—Airport is locoed m I-351,the product pe,year and more thin 107,650 9—000ntj,bs m Lk Nath Texm region.Oil acid g.productim,d-oo by tk 9.n-k noM,turves the noods of iod,aid,business and general avi.h.users,and is equipped with a 11,000 ft mnway. Shak,has provided a number of...sic benefits from espiwmm,drilling and.)..d msvi0:.Covering appmximakly 5,000 'flue - Ile high ma{Inwadoc 20,111,—30 ad Into lak 35).wmbiml m fro Rde,d and fmr arae high.,,s pmvitle square miles a.d 25 unsca Ua annul ui ieapo, -etroul$480fi holh.W 000idpohliM .iia and,tho,gwemmentol dl—d--to—oho,11h,Fan Woa arae and metal of Use .Inkrsmk 820, hich—i.I Ore Cih,allows qukk.— eatrdes,u well $694.7 milhm to the amts ITT—Th,Bam¢tt Shl h IdIi a 15 tolhoo tIb.,f-ofnamrw gas wish to dl parts ofth,Fart Worth ea.The Texas Highway Comm rim hss hapkwd a i—i-highy wcso.plm fm Tanner. abwt 18.000 wells i.the shale stem 2001.Ihm repre.nts 66°:more m Ua 9 t'il' bi f t- 2011 d dapik only Igngs County w provide for trmsponati.needs through the foreseeable forum. - operaong in the Barnett.of September 1.2019.7'he sturF crcd and dmost4d o of the regi.s crwnrntd growth since 2WI az a direct mardt of Barnett Shak activity. Fon V+oTffi IS loviI,ved bl' 1 dItIolago,o ,'which,.gh F(Bufin I,-1.6,A RA RT ado,has f—E,gte Thc Ct rd dumersremm ohne with the two l tse1. ltrdc d titin d')d and he Chi arse F nal ll R k,Doll e p adedthmogh Fon Wo M,Howfling AMTRAK 'c Use Twins Eagle City', ustry aigt rs,( spans whisego,a Louis,Lath Rack Ab fi.Sm An— Vp La AngelesandmtheH5mg.dFlyerw Oklahane City Fol Worts Isedihwnaes I,Fm for36/,f the Fort2Ol7, rhngtoo Meuopo,,d,twist.(MU,)industrycompos..a[.4%and phis,a a major smthwesl distMutim briar is supported by'We-W of of 75 regal,route motor cams xilh over 750 12°l0,mspeeu1h,w From Mazch 2016 w March MIT,role,t s.e radon,ard utilises cd l g is bare gm.n corroded h adding fi—hes.t.mw v.w[service a provided by The T,operakd by Use Fon W urlh Transpurmo.Aw.onty.(uey'hourM Lincs;Inc. .w?l0ojobx w Use.ea,13.2%growth rate.During thin same time Perini,Ba..tergal sector,the leisure ad hospiariity fiunuhes Fon W,M with Oanwuntiocmd bus paswngor service, industry,gnu 5 6 s oano,6,200 a iorl.&,and professiond and h—d semens,added 1.100 jobs,o I TAividi oma,gmwih EMY:xiIMt. The F,n Wwtb ltd¢ dint School DismMse,vesamam ofF.n Wmlh.Tk140sch,olsiedso Distrito �- Emmg, eeo.mic wears include 4naeeid xrvaes,senncmduMw mmufmtueing,eommmicmims equipment P¢n J P°tion uGcnuing corpora#offices,ard drsmlwsm. o8, on da534planin whkhUaclemematymhmls(83)leach grads 1-7 middle whin.ands o,Foiledecenmrs(28),gales 68;sad 5,217 high sehmis(19),m tem.Vada 9-12,The Dismw mom has Il special S,iot a.To,Fon WOM School-id,l These ate 40,171 mgt W,busieas flohI,24 in the Fott, hi,h rlingirn MD.1.6—d of These IfMlals are anuli w mid-sim employslid.dads.ppkmkmill,diaequivalents)wd.ahoover1,dinstudents Special Moo—.grog""`.ase provided tamsIhdempla mywbere fainma wT1 iedividods,whichhighlightsikwnsnuea imp,rtaneeofsmell busiecudevelopmcist for Use blind,bar of,hwl m m,b disabled,brain-I,id l t tr,--dimwkd and thaw xho require speech and hearing Lmgc business frets wish mxr 11100 emplaces reprewm 28.2°.of the arm's workforce. thmapy 10 ryes w h I Y ti d tr -g pro-toed t g cvndary 1-I IF,,,N ducabie nanidly disabled Bilingual Totmrset.. T m imp, '(w the lad cwnomy.Marc than 8.5 m If pe pl emh year[or business by--wog 1 tiered k p .y d d.y Incl.Whdc Fm WvM is screed primarily b:Fon WoM IrTMpmdem ad loo—,grneranng a$I 9 Volltvn nein 'e import,.cording w die Fon W oto Co.,- &Visitors Bureau("FWCVU). School Distrix rt is also serviced other dismets. This.svi ty m—ho more Uun 19,000jobs d the ly$( I—wity i Th,,t.Tae ream.geramud by visitor spwdiegcovmbuws Tad g,,County has 21 wllege end university entnpusa with m em,Sion of mono than 100,000 smdcna in both Toil—duaw w city Protech,saving da mange housohold th—$600 per ye..Thc IA p sero oilacant growth o the number of visi[as and graduate programs.Included m thea colleges and l,,,T ti it are.Southrvb,No do,.,Theolo., Seminzn;T.Id.State tram within the region nod frau oNm natims Through DFW Inkmaumd Avpon.Aaeedavec at conventiom has inemasW more University--Fat WooCompos;Tartmt County College,Trinity River,Svulh,Nonhema,Southeast,and Nonhwat Campuws; thin pwccnl in Use posh five)roars.In addison Io convewms,visiwrs are drown here by authentic eyanrnces,ware.heritage and qual,al ity of life and cdmre.The City's xwkable districu draping high in,aresi inelede d,wnwwn,the Cultural District ard I.e A-1 A-2 A5632221.14 #51,32221.19 SloekyadsNatm l Haslonc Darnel Tire Stockya&&amres the Fnn Worth H<rd,tbe world',mly tt m—th ily caWedrive awned wish abasemem rtsWwant and mollop bar.The project is being wmpleled in larideto wigt improvementr to tM adlarent Sanger ad.pmaed W the FWCVB Brothers dfl.banding nod re&rxbpmm[of 0nc long-emp5'f matt Hiian Annex bmidmg.tion u being omvencd into Dm,mcom Fon Worth,lm.(DFWI)is a nonprofit m,anira im ladacnkd to the promdion ad redevel.pmmt of do don—Fort om mak ap""" Preliminary demolition anal a dmttmenul tcmedteam of the Hilton.Am m building is o,mpldc end the Worth.Coommatud eft by DFWI bare msalkd in new emmada nds,housing,and road fadliac throughout da,mm m Fon fidsi pl ao of impmxmws b the Sag<r Brothers banding will be wmpkkd in summer 2017,allowing fm the relaaton of Worth,the City joirail this partnership m 1995 it the...trm of the Downtown Tac increment Financing Diana in order to exacting moats to the Simlab Building ad its full md-1,pnem provide public infrasraton,to mppon ma pdvak in mnenl within this development. Conso-cetion has been compldcdon a SI00 million.26,smty M.brut,,it--n that kaancs a 12th-floor rtsmurent The Alliarue Teras devdopmrnt in far north Fat Worth ommadl i6 growth W adding more than 1,30Pjobs in 2017 and wa 1, hh widam d.k and co high-ris<condor an top-11,bonding also has mond-floor retail space and 15 tloom of Parking 48,0(X)jobs oror dx hJi,of the pojdt.Employment a the 1$,000-acres developmrnk which irrcludes Ilse hug.1.Vsties pad. lading f err imdemhe rgmmd.It is the w adWwm for F,n Wase onh-bd ,(,ad gas company JonaOperating,with Frost subdivision,,droppingsand rhe C.I.T Raa,,topped 37,001)in 2014- Bankmoving mile than 73,000 sgoar<led in the new mono. Conslr mon was comp)cWd on Trammell Crow .35rpegla,n 1 6 million square-fool s oalamvc industnal p.j-m nonla aat (Iry DevP,fOPMG'T,...In May of 2017,Facbook opened the first plaza of its dales ma,compos.baling mer 14 million Fon Worth.The pmj.t,which its on 314 acres,was developed W Tdooddl Crow Co.and Pmdenael Real Fa Ws Investors. syn' feet(as'g t City's di a mid Faebod s largest),which is locakd on a 110 aero mad I aed at Ih nmhdol comer Full buildout of the park will t dale mare than 4 2 milhon al am fed of oM,,tend end iMustram space.Located a an, of Ag" Gaeway and Park Sism B-1—min,the Cin's nonlxm area The project wap,mv,fishe& xpeued bcondst hath—st watt of l-35W aril le Pakw th devel min0,&s two 1' mdawial buadn BmIdan B, ,fide miss...lets.ft,emimakdnut Fw,bmk*,tn..stmantmthe Cit,caildmuli Sfbillion.7bedrtieenkrispnwercdb,' EW �' gPae specu ger' g wmpsising 1 041,879 s9tw,fat end Boidintg D,wmpnstng 548,495 sgoar¢kat mmwable energy,mono a meabv 2(N1MW wind fano. Construction is mdew lkokics Arena,.multi l,camd 9thc Will fto ars M.damd clod"Dickies Arena"l Horton-bawd Vacua,Pmkaging em,olAntod Iwo Dallas koaaom inm a new 3,0,0(W square ft facility a 15101 emal .yon purpose arena g ( Rn-Road near ConimPon in hr amt Fon Worth.The f'lyotvrxd dopa spodalioa,in distributing bolts,paper oral The City an, p to Dickies Arena will it a in ,w parer 2019. The seating capacity of Dickies Arcna s e.peeLLd to cushion pwUging and shipping saWltes. morales up b 14 WO indivjduas,and en adjacent pakieg grange will include a,wl=d W Imat i m NC m six levels. City plam,rs end developers have rccelred nali'n that Dickies Arcna has hon sol,Fm b host W,NCAA Women's Cleafok Derelopmwt Conpeny.LLC is constructing mixed-use developmmi emsiaing of rcsidmlia units,once spare, .illbo tcs Championships m 2020 aM ase NCAA Men's Basketball ReBimds vt 2022.The Fon Worth Sbck Sfiow eM Rateo retail space,end a hotel on is property mush o(Chi�.tm Tonal Padxvey ma tlr<soudtwea inkrsX'1i,n of West Vickers Bhd will be emduckd b Dickies Arena upon its wmpleaon. grid SmN Rufen Strcd.The developmeN includes a mix of retail,erN<rsainmem,rcsidrnws end ogees,including a Neiman In STantm 2015 Amenan Airlmes.penal its Imagraka Operations C<nkr 4amt m the Sam—Reservations Office Maces location thatposed in Fab-m 2017. at 4700 Adacrosm Boulevard.Orae fully.aim,the fso0ity will house eplaodanaly 1,400 employees across a number of w..gaups soon as dos,mmh,damn til,,,mamsmar so control,crew sehedulmg,Otght planning mppon,and load planing, Fort Worth-bawd Tm,mak Propny Co.is in dmclopaea of the$185 million Wa mn&project planned for the Lockheed rig athers Matin Ascalon Asaommon propary off Rn at Irvin Road in west Fat Wont.Trademark wall ievest a annand,of S90 In November of 2015,American Airlims erinommal dot it would to sT,,d,,g$350 million an its headWataa.anps m Fon million in the first phase,wish de,elupmem of a least 465.000 square fact ofmixed-use emunerdeUmsWentia space.Retailers Wont.'fha rawly crewed 300 arc W.eempas mil i.to&four new buildings to home roughly 5,000 employees, include Whole Foods end REI,bob first Imatimts for the broads m Fon Waft.Wh k Foods will open m the fall of 2016.Phase inclsdang top ex.uarea.The buildings will be on nearly 100 atter on Sime Higbway 360,wen of its ciamd hcndgnands u nro moa here onadilda l$35 nes lion invemodd end a minimum 16%00 square fat.,comm—W or residential spare,end Pmt Worth.The tempus is adlcduled[ampleam in 2019. Ptame Three will consist of enoakr 560 million invesumnt mid a Icasl 2W,0(W square feet oCspa..Trademark Property Co. In Mev 2017,Topgolf opened its 65,0X9 square foot ince a' tin,taiga jud eat of We City s do--..The popular purchased so additional 33 sue alxdd bion WestRm d prole I,a 278 0011-sgam foil "cad use dO.,ndont The wryorek and private even[morello$spat f tures 102 dama#.r,ontrohed hiring bays aM?000 square Ret.(mean$spree. addiaor,l poral ns Imakd m Uei N fhiejaa sonN of WeaBend a g Ih T mry Ri' C p a pl g derway The project,Imakd asst of 1.35W.a the Trinity Rive nooks en exmnsion of the agoing growth and dewebpnent.eaten$ b&lop additional mixed-use spec featwng ground floor reuil with other a signaum hotel m multi f iiy and and,oris above. —hi,dowabwn ad in mnomdiag neighborhoods west of 1-35 W award the CtiN's east side migh"oad, wit In Ocbb<r 2016,Patio,Hismilm .aced plana to insert "m uofS25.5 mal" m lid I xtsnagO balms, In 2015Smiih.dNephew.sdmIlhe Cd,Jimihe L.S.headquancrs f' Advanced Wosum Manegemrntd Thmedical operators inm a single wmidclass divismd hcadquarterx Csilinmm The proj.t reams mxr 525 jobswiilin the C'ry con k<mrdog,'&ant k leasing 55 000 syuae kat.toff a space b house I(s)of its 200 CiNb.sed aaplmea.'m—iwisloonain as Cle.dmi,development along it,Chisholm Trail Parkway.Additionally,&,olopmod is mann,completion at the Shops m. Galderma expended mF,n Worth with o$22 millim research and de..lopmwtcentem,The espami-amlaad a 10(1,00(1-square- Cleafok,including an upsaalc,adud-me development shag III,Ow Fork of the Tiimty Rimer(oomn,nag a Neiman Maws foot building adjacent In M t-dWanas at the woheast coiner of T<w Longhom Ww ad Heauge Parkway,on Ibe w side Ima-,that.pored in Febmay 2017).Cl—fork Devebpment Company.LLC has wnmuekd residential wits, ff a space, of Inkrstam 35W just north of Alliance Airpmt The expatuion added as marry as 350 positions sad was complekd in 2016. ramal space,anal a hotel on ate popcm sam,of Chisholm Trail Parkway ma the watharen inklsecaon.f Wert V ickm,Blvd. Conumtion be w in 2016 no Ore devote t of C-dil S min a,a SIM million aimed-ase add, d anawainmmt aril South,talon Srat. g poen p g t� co The Damon[ anted tis Fon Worth mmafamma fxila)w ild.&anew line andemtoladak roducl lines destination along We Tinily Riva.Crynd Springs anchors d mmtid mq.an River is nod 1,a 276aae en d.,l ant and Compaq amp g y prodncl p housing disina,which will oRer indoor ad mdam ennumimmni options,unique tWauransad a commwaq�antertn ebeauuful firm other manmacnring Sims m Fort Watth.The expansion was wmplekd N lawary 2017. nv,rsida.w0irsglhar's right.aside akdrwnbwa district G,mpkton of Crystal Springs isdekd fon awmnu 2017. Fon Worth Hentagc Ikretopmen4 LLC wilt wnswct a mtwd-ace mdeteiopment aM mw development project jacetcd in th< Conamotmprogresusmlhel.M.Tewellwhool®k,mit designs inplaa thetwillmparyos<ihisCity ladmakinmamsplerdwt Menne Fat WaNSmekyards.`BrepMme illemnpriuepprodmakk ora millial squemf fof space consislm,of almhl, showplae[021°cennuY learning begins m oke shape.Fon Worth Inhpendent School DistrictofOciae end commwip'kalers null,reaamatm,of ad residmsial apartment anis among ocher arcs.The devdopmdd will be wit ,adl in three ph—, broke groundm March on a,$558 million moo,won pmat that wi 11 trm,f Tandl,b+ih in 1882 as the City's Oast blak high wmpleang by Rc ben 2024 school during the era ofmdal segregation,ktb the combined V-9 and Perfmdm,,AM Academy(VPA)and Sdcm.,,Ta la l.0 Defenda fhtdams opmd its inim,ratang Ca day end remit.nkr off of Shots Steel,ansa from ilk Fon Worth school Engaxenng end Matt Audem,(STBM)to,mmh donagh U's graders, district administration building.The Is6lity fu 30 a wtag lanes watt a 785-bn HVAC sydem to quaekly remote A do.bs-iso,,.ban-market Tom Thumbmpermatket.pened in Apiih 2017,,md,axiom iM not phw oflcfi Bad,a mazhy dammmany a 100.permn raining and cmf rice room,and s lounge arca fl aro has.5,601)-squac-fboindad sora. $300 million retail,had,and mai Imal project near the a,st Seventh Shred bridge along the Clear Fmk ofthe Trinity Rirxr. Caslyst Urban Development is derelopwg a 240 wit apartment dertlopmem festunng 6,0(W of nail space inyoI mg a S34 Told—Seek University plats to open is Fon Watt,camp.in Jannaay 2019 as the school rocks to and growing Tamnt mill(.no.d enl. County demand The nxty campus w11 atop,land just soot,of the mixed-tic Chisholm'hal Ranch&e d pmat at the MISCattaveoris...West,sewer and Mal work sd,ica arc fumlehed by the City of Fon Worth aid natural gaslea is wuthx<aeomer ofthe mtenwettan of Chishm a Tod Parkway and Old Crtanbmy R..dprovided by Amens Energy.Flamicity,klephom and otlrer source uulmas am povided W swma p,elm. The City-s dawnbrvn histone Sandal,Building is in the Rocas of bang raaxfo,m<d into a upasla Manion Am,"fi Collation hold.The 1930—m An Dew Sinclair office building at 512 Man Sma,a being convey d)inm a 165-imm hotel, A3 A4 #5632221-14 #5632221.14 Tha Fort Worth Public Library ryswn consists o[a(7-4 Librmy,13 bmwh libraries and two sate6ite libraries that are located Crpv OF Four W.-BonntrveP,.- in public housing developmrnh.Additionally,We Cirt has roar-local agrecmenLt with six of Use mrmundmg suburban Year Number of Building Pemdts by T)pc unities m share JINM esources and scnkes.The Central bit-,op:n 52 hares aM seven days a week,is the flagship o[ Ended Taal the system.Dm hes upew 40 hours eachwok including Saturdays 12-1 Residential Commercial P9,955 Ind,.Sbio,pn,th,iti Ciry,FY2015dapted Ne2s11,IY ppmMasar P(Not Ute L.1,,-whi/...thts tutu,facility andxn'ice 2011 7,IO1 2,814 9,955 needs.Sanice pna,tr for FY2015 arc educational rapport in the C of early licerecy/yout.......... /[sen..nice,workforce 2012 6,927 2,890 9,81'1 development,genealogy and local history and[ahwlogical entamcmenta.Thc Libyan's 5 Year Vision is recognized as the best plecn fmrmeterialsto mppmf pleasmdrecreation,teaming andinfomuoonend mshowcasc Uie diversity and histot}oLFort WoM 2013 $115 2.461 IOS76 Waugh matennls,classes,programs and exhibits.The library a}5tem chcula[es more rbw 4 million librmy materials-.Al,: 2014 $471 2,660 11,131 provides wm,,w,w 011 facd u,with of.-I dmabeses end the Intcrm5 ansrvars questions;so,,mN a wub,,w,vitt 2015 Q792 2,528 11 320 downloadable aortas,vtJ....a-book,and other moll sRvices,offers educational,culturl.and early It-prograrro Nn and serves as a gathering place end desvnaoon for the local mighborh.,k 2016 9,525 3,331 12,856 More Mm 400 ohumhes with 45 d....inatiom ant synagogmcs It Fort Worth contribute viWl a Ilse lives ofcity oNidents.'Ore 2011 10,561 2905 13.466 M is dt world famous for its mem,museums.lite Fon Worth Convention Cot.,offers exhibit and meeting specs of over 165,000 square Rel.it,]W ing a 14.DW sea srene.Will Rogers Memorial Center is located n the teen of Fort Want's Cultural y DeM includes Will Rogers Coliseum Auditorium,the mw Multi-Purpose E,Ionu w Center ant Amon G.Carter Jr. Ended Dollar Value of Building Permits Exhibits Building. 12-31 Residanbal Commercial Told Value The Nang-Lee and Peng R Bass Perfoto-Hall,ww raogniud as one of the best pert maame halls in the world,is a vas- 2011 434 Mill(oo 898 Million 1 J3 Billion of-Ute-an$70 ool)innperformi.xa,MH fuededentrteiy trampdvazedmatiws 2012 498_Vh[hn 995 Million IAA Billion 20134 673 Atillioo 17 Billion 236 Billion 2014 641 Mobot 1.4 13,11m, ZM Billi- 2 n 215 % Million 1 65 Billion 2.31 Billion 2016 689 Milfion 198 Million 2_67 Billion 2017 965 Milfion 3.07 Billion 4.04 Bill- I-. illonI-. FORCE ESTtvtares ',. Average Average Average Average Average Average Average '.. March Armual Annual Awoal w ANI Annual A-.1 Annual 2019 2017 2MI, 2(115 2014 2013 2012 2011 City of Fon Worth Civilian Labor Farce 416,878 414,IG3 401037391,597 3%332 395,184 377,475 369,718 l l..pl,wd 15.749 15,865 18.161 16.271 19,199 22 861 24,304 27,628 Percentot Unemployed 3.8% 3.8% 4.5% 42% 4.9% 5.W 6,4% 7.5% Oallna/Fort W'oRkl Arlington MSA Civilian Labor Force 3,829,770 3,795,291 3.991,724 3,583MS 3,534,687 3,483,357 3,423,369 3,374,414 Unemployed 137,675 138,248 153,614 145673 117,404 210,90+ 225,039 255,271 Passant of Unemployed 36% 111% 4.2% 4.1% S,M. 6.1% 6.6% 7IN Tsrrant County Civilian Labor Fora 1,040,137 11133,317 1,092,021 992,766 991),727 484,123 967.159 950514 ❑rumplwed 37,758 37978 43,088 41,251 49,664 59,056 62,951 71,788 PercentofUnemploycd 3.6% 3.7% 43% 42. 5M, b1Ylo 6.5% 7.6% Swme.TCxas Wtil fi cc Canmission. CITY OF FORT W ORTII EXTRATERRITORIAL.JURISDICTION ANDANNEXATION POLICY...Under Use provisiws of Sma law,ineorpaaad cities in T 'have the power to exemise cdoWn controls in u-1.formed areas litoN t m Nair city lira;,-For a d the sim M Fon k,M,Nese,iMac vaM a distance.of the(5)miles Som its miry limits.This adjac i, mdncoryoraad area within Ore mUes is known at the cxtraanitm5al junslietioaal aaa(`ETJ').Signifiwot highlights are' 1. No new city may be incmrpnWd within Fort Worth's ETJ without Fon Wont's wnsant. 2. Na existingcity may expand its limits within the ETJ wiih w Fort Wmnh'sconsent. 3 No Iwd may be mbdivided within the ETJ'o"""Fort W onh'I woyal. 4. No Municipal Cola)Distrin may be created within the ETJ a,,dw t Fon Worth's convent. A-5 A-6 H563222LI4 45632221.14 5. Fort Worth's ET 1 expands wish the expansion of its city limas so Lha the area dwrys covers the area five(5)miles APPENDIX B > me city t mim. 6. Citifie.s muy apportion thei+e:vaterzitmial jurisdictional usa m—btish d 6..control limits and pre—dei, FORM OF INDENTURE respxtivegrowth ama.Fort Worthhassecumdits ETlbycoreummawgb wdM lineagmementswith irsneighbaring cities.Fan Worth's ETJ......pproxi dy 350 equine miles of pomntial expansion ate.. J. Fon Wonb may annex am I.M N iu ETJ that u contiguous m its city limik upon petition 17 the property o v-,(s). Fon Worth mry do amtcx onv land la its ETJ Ihd is wholly surrounded by the—V—limits of Fon WoM wilhoutpaliuon fmm the property owner. The Cin ammxes artas m accmdmcc with its M p[cd mm .1—polwy,which is cm—d in the Compreh—.Plain. A-7 B-1 05632221.14 #5632221.14 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS,FINDINGS AND INTERPRETATION.........................._.....................4 Section 1.1 De6n tiei-........... .................. ... ........_..,...........................4 Section 1.2 Findings....._..,.__ ..._......... ......... ... ........... ..._._..13 INDENTURE,OF TRUST Section 1.3 Table of Contents,Titles and Headings___......_......._............_...._._................13 Section 14 Interpretation......... .............. ......_......... .__._._.... ...........13 ARTICLE 2 THE BONDS...................................»......._....»._.._....._»...................................._..........13 Section 2.1 Security for the Bonds- By onds By and Between Section 2.2 Limited Obligations .,.__....................__...........-............................_._13 Section 2.3 Authorization for ludentme..........._................__.,.____.,._,.....................___.....14 Section 2.4 Contract with Owners and Trustee_..,..-...__._...._......................._.__........_..14 ARTICLE 3 AUTHORIZATION;GENERAL TERMS AND PROVISIONS REGARDING CITYOF FORT WORTH,TEXAS THE BONDS..............................................................................................................14 Section 3.1 Autia-sti.............................___.____.............._.......__......._............._....._.14 and Section3 2 Date,Denomination,Maturities,Numbers and lotcrest.,....,............_. ___ 14 Semon 3.3 Conditions Precedent to Delivery of Bond s.........._.............._..............._......___15 BOKF,NA, Section 3.4 Medium,Method and Place of Payment ..._._.. .... ...... ._.....15 as Trustee Section non 3.5 Exec and Regi rc t £Bonds ...._ ._....16 Section 3.6 Ownerlup............. .. ........ .........,. .....,...... ..........17 Semon 3.7 Registration,Transferand Exchange ..._........... __....._ ..................17 Section 19 Cauceltanoa_,..............._._........_. _................... ._...................... 19 Section 3.9 Temporary Bonds.. .. ....._.. ........ .........18 DATED AS OF ,201$ Sects-3.10 Replacement Bonds .. ........ ........ ... ....._..Ix Section3.11 Book-Entry Only System ___._... ..........._.. .._............ _....19 Section 3.12 Successor Securities Depository: 'Transfer Outside Book-Entry-Only System ...... ...... _....... ........ ........20 SECURING Section 3.13 Payments to Cede&C _....._. ......_ ....,_. .._.....20 ARTICLE 4 REDEMPTION OF BONDS BEFORE MATURITY..........................I...................»....20 Section 4.1 Limitation on Redemption..,.._...._ ...__..... ...___......._...,.._...20 Section 4.2 Mandatory Sinking Fund Rebarptioa_.....................__...._...................__....__21 Section 4.3 Optional Redemption. - ................_.....___....._.._._,............_...._.__..21 Section 4.4 listraordinary Optional Redemption......., ._._.......__ _.._....22 Section 4.5 Partial Redemption ---- -.. ............ ..__......22 Section 4.6 Notice of Redemption to Owners.........................................................................22 Section 4.7 Payment Upon Redemption............_.....___.................................___.........._....,23 $ Section 4.8 EfYectof Redemption .............. ........,. ...._.._. ..............._.23 ARTICLE S FORM OF THE BONDS......................................................._.......................................23 CITY OF FORT WORTH,TEXAS, Section 5.1 Form Generally.........................._......._.__._....................__...................._......._.23 Section 52 CUSIP Regisnation......,......._._..._....._...................._____......._.........__........._24 SPECIAL ASSESSMENT REVENUE BONDS,SERIES 2018 Section 5.3 Legal Oprniun.._ _ - ................ ...._.. .._.....24 ARTICLE 6 FTINDS AND ACCOUNTS ......... ...........................................................24 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO.17(ROCK CREEK RANCH) Section 6.1 Egnibrinbmcatof Fundsand Acwunts .__.____. ............._... .._.._....._.24 ROADWAY IMPROVEMENT PROIECI) Section 6.2 Initial Deposits to Funds d Accounts ....._ __ ._....26 Section 6.3 Ptedged Revenue Fund--.-.......... ...,... ._.. ........,.26 Section 6.4 Bond Fund _._...... .........._.. ..._.......... ........................__._...27 Section 6.5 ProlectFund_..................... _................ .__ ....28 Section 6,6 Redemption Fund.. .. ............................... ..._.__.._.29 Section6.7 Reserve Food........ __---............... __............ ..........29 Section 6.8 Rebate Fund.Rebate Amount....._.......__..___._........................_.._.__..__.......31 Section 6.9 Administrative Fund., -11 Section 12.3 General ............. ........... .. ......... ............. 54 Secti-6 10 Developer Contribution Fund...-, ARTICLE 13SPECIAL COVENANTS .........................................54 Section 6.11 lit-ftnerit of Fund ............... ............�����...112' Section 13.1 Further Assurances;Due Perfearriance, 54 S.,,,o.6 1 2 Security ofFunds.....-.... ......__....._ ................ _.__._................33 Section 131 Additional Obligations;Other Obliptimsor Other Liens................,. . 14 Section 6.13 Disbursements to Brewer Road Project Costs ......... 33 Section 13.3 Books of Record... ...... ......... _......._...54 ARTICLE 7 COVENANTS..........................................................................................................34 ARTICLE 14 PAYMENT AND CANCELLATION OF THE BONDS AND Section 71 C-6-ti.. fSpenJ Assessments......._......__.,._._....__............ ---34 SATISFACTION OF THE INDENTURE.................................I..............................55 Section T2 Collection and Enforcement of Special Assessinear,.................. 34 Section 14.1 Trust Irrevocable...---._ ............ ........... --55 Section 7.3 Against Encurribirrances-. ---.34 Section 14.2 Satisfaction oftnikenturs. ...................- - ..- 55 Section 7.4 Records,Accounts,Accounting Reports ..........-- 35 Section 14.3 Bonds Deemed Paid.......... .......-......... ....................... 55 Section 7.5 Covenants to Maintain Tax-Exempt Status...._...._........__....._........._..............35 ARTICLE 15 MISCELLANEOUS.....................................................................................................56 ARTICLE 9 LIABILITY OF CITY.................................................................................................39 Section 15.1 Bmefitsoflndenturet,ifnitedwPames, 56 ARTICLE 9 THE TRUSTEE........._......._........_......................................................................... 40 Section 151 Successor is Deemed Included in All References to Predecesson- 56 Section 9 1 Trustee as Registrar and Paying Agent- .............. -40 Section 15.3 E.e.tim.fDocuments and P,-ffOwnership by0w.......... ---.56 Section9 2 Trustee Entitled to findeannity ............ 40 Seetion 15.4 WriverofP-oialliability.-. 56 Section 93 Responsibilities ofthe Trustee................... 40 Section 15.5 Notices to and Demands on City and"Frustes, ...... 16 Section 9.4 Property Held in Trust, --.43 Section 15.6 Partial Section9 5 Trustee Protected in Relying on Certain Documents.._. 44 Section 15.7 Applicable L.- .................... ........... 58 Section I Conapensirtnin 44 Section 1558 Payment on Business Day 58 Sect.9.7 P'natiBed Ac ts........... _.__.__,....._..,........44 Section 15.9 Counterparts................. 59 Section 9.8 Rcsi8rati-.fT.qvc-.-.-- 45 Section 15.10 Contracts with Companies Engaged in Business with bar,Sudan or Section 9.9 Removal ofTmstm............. ... ............................45 Foreign Terrorist Organization Prohibited (SJ3 252 85" Texas, Section 910 Successor Trustee. ..._.. ..........._..._.. ............ ...._....................,..45 L.guilruare)...- -- --........... ............... --,-.....................58 Section 9.11 Transfer of Rights and Property to Successor Trustee._. 46 Section 15.11 No Boycott oflsrael ............- 11-1-59 Section 9.12 Merger,Conversion or Consolidation of Truston, .......... 46 Section 15.12 r-1295.... ............ .............. ---59 Section913 Trustee to File Continuation Statements........_.__.._.__...,.._.. ..... 46 Section 9.4 Accounts,Periodic Reports and Certificates.__.........._......._ 47 Sect-915 C-struch-flinlentare- --- -........... 47 EXHIBITA:FomofBond ARTICLE 10 MODIFICATION OR AMENDMENT OF THIS INDENTURE...............................47 Section 10.1 Arrund-ts Ptarnittd. ..............---- - -- 47 Sector,�02 Owners'Meetings.....,.... ---....... ..........49 Section 03 Procedure for Amendment with Written Consent of Owners -48 Section 1 zi on 0 4 Effect of Supplemental Indentact,. -.48 Section 10.5 Endorsement or Replacement of Bonds Issued After Amendments.._..___.__...49 Section nn S cti 06 AicadatoryEtulorsermentrifBends--. . ..... -49 S=10.7 Wf-('Default..__.., --................. 49 Section 10g EecutimofSuppimnentallndmt"e.........,,....,.,,, -.49 ARTICLEI I DEFAULT AICD REMEDIES NDREMEDIES......................................................................................49 Section 11,1 Events ofDcfhu(t........_....,...._._......___..............__......__..._.........._...............49 Section 11.2 Immediate Rentedies for Default ............ .............50 Section 113 Restriction..0-ca's Action........._.._..__._.__..................... ..........50 Such-11A Applicati-AR-cs and Other Moneys After Defoult--- 51 Section 1;5 Effect ofWaiver- 52 Section t66 Evideoccul'o-ship.fBorids. . ......... .. ......52 Section 11.7 No Acc.l.,atii............... ......... ..._.......__.........._52 Section11.8 ..............-._.__ ..............................53 Section 11,9 Exclusion of Bonds...,.... --.53 ARTICLE 12 GENERAL COVENANTS AND REPRESENTATIONS.........._........._.....................53 Section 12.1 Representations as to Pledged R...s,-.................. 53 Section 12,2 Ace.unts,Periodic Repeals and Certificates ............. 53 a in INDENTURE OF TRUST newspaper of general circulation in the City,to consider the proposed updated Assessment Roll and updated Service and Assessment Plan and the levy of the Roadway Improvement Special Assessments on property in the District;and THIS INDENTURE,dated as of 2018 is by and between the CITY OF FORT WORTH,TEXAS(the"City'),and HOKF,NA,a national banking association,as trustee(together with WHEREAS,the City Council,pursuant to Sectiwt 372.016(c)of the PID Act,mailed notice of its successors,the'Trustee"). Capitalized terms used in the preambles,recitals and granting clauses and the Assessment Hearing to consider the proposed updated Assessment Roll and the updated Service and not otherwise defined shall have the meanings assigned therein in.ARTICLE 1. Assessment Plan and the levy of Roadway Improvement Special Assessments on property in the District to the last known address of the owners of the property liable for the Roadway Improvement Special WHEREAS,a petition was submitted by the Petitioner and filed with the City Secretary of the Assessments;and City(the"City Secretary")pursuant to the Public Improvement District Assessment Act,Texas Local Government Code,Chapter 372,mi amended(the`PID Act"),requesting the creation of a public WHEREAS,the City Council convened the Assessment Hearing on May 15,2018,and at such improvement district located within the corporate limits of the City to be known as Fort Worth Public public hearing all persons who appeared,or requested to appear,in person or through a representative Improvement District No.17(Rock Creek Ranch)(the"District");and acting on their behalf,were given the opportunity to contend for or contest the proposed updated Assessment Roll and the Roadway Improvement Special Assessments,and to offer testimony pertinent to WHEREAS,the petition contained the signature of the owner of taxable property representing any issue presented on the amount of the Roadway Improvement Special Assessment,the allocation of more than fifty percent of the appraised value of taxable real property liable for assessment within the Roadway Improvement Costs,the purposes of the Roadway Improvement Special Assessment,the District,as ddormined by the then current ad valorem tax rolls of the Tarrant Central Appraisal District, special benefits of the Roadway Improvement Special Assessment,and the penalties and interest on and the signature of the record owner of real hatable real property that coustmine more than fifty percent mutual installments and o,delinquent annual installments of the Roadway Improvement Special of the area of all laxable property that is liable for assessment by the District;and Assessment;and WHEREAS,at the Assessment Hearing there were no written objections or evidence submitted WHEREAS,an December 6,2016,after due nonce,the City Council of the City(the`City to the City Secretary in opposition to the updated Service and Assessment Plan,the allocation of Council")held the public hearing in the manner required by law on the advisability of the improvement Roadway Improvement Costs,the revised Asessmenl Roll,or the levy of the Roadway Improvement projects and services described in the Petition as required by Section 372.009 of the PID Act and on Special Assessments,and December 13,2016,the City Council made the findings required by Section 372.009(b)of the PID Act and,by Resolution No.4724-12-2016,adopted by the City Council,authorized the District in accordance WHEREAS,on May 15,2018,the City Council closed the Assessment Hearing,and,after with its finding as to the advisability of the improvement projects and services;and considering all written and docmnentary evidence presented at the hearing, including all written comments and statements filed with the City,the City approved and accepted the updated Service mrd WHEREAS,on December 16,2016,the City published notice of its author)ation of the District Assessment Plan in conformity with the requirements of the PID Act and adopted the Assessment in the Fort Worth Star Telegrarn,a newspaper of general circulation in the City;and Ordinance and therein approved the revised Assessment Roll and levied the Roadway Improvement Special Assessments;and WHEREAS,no written protests of the District from any owners of record of property within the WHEREAS,the City Council is authonzed by the PID Acl to issue its revenue bonds payable District were filed with the City Secretary within 20 days afler December 16,2016;and from the Roadwayimprovement Special Assessments for the (i)paying portion rap p purpose of a roan of the WHEREAS,on September 14,2017,the City issued the City of Fort Worth,Teras,Special Roadway Improvement Costs,(it)paying capilalized interest on the Bonds during and after the period of Assessment Revenue Bonds,Series der(Fort Worth Public(the"Major I District Nn.17(Rock Creek acquisition and construction of the Roadway Improvements,(in)funding a reserve fund for payment of Ranch Major Improvement Printer),dazed Au ( ) principal and interest on the Bonds,and(iv)paying costs ofissuahnce;and aj pgust I5,2017 the"Major Imnrovemenl Bonds",which bonds were secured by a separate assessment on each of the Fastem Improvamen Area and the Western WHEREAS,the District is divided into an Eastern Improvement Area and West—Improvement Improvement Area parcels pursuant to Ordinance No.22832-08-2017 and the Service and Assessment Area;and flan:and WHEREAS,the Roadway Improvement Special Assessment is being levied solely on property in WHEREAS,the"Trust Estate"securing the Major Improvement Bonds is not available to secure the Western Improvement Area;and the Bonds hereinafter defined,and WHEREAS,the Roadway Improvements are a component of the larger Brewer Road Protect, which includes the Roadway Improvements,roadway improvements benefitting the Univosity Property, WHEREAS,on May 1,2018,the City Council,pursuant to Section 372.016 of the PID Ad, mid certain roadway improvements outside ofthe Distnct:and adopted Resolution No. - -2018 approving preliminary updated assessment rolls for the District. directing that the City Secretary make the same available for inspection,and directing City staff that WHEREAS,that portion of the Brewer Road Project consisting of(t)Roadway Improvements is notice be mailed to the property owners in the District and published in a newspaper of general being financed by the Bonds and certain lawfully available funds contributed by the City(the"C-t circulation;and Contribution.Intra-District"as defined below);(2)University Roadway Improvements is being financed by a contribution made by the Developer and held by the Trustee under the University Property WHEREAS,cm 2018,the City Council,pursuant to Section 372.016(h)of the PID Improvement Account created under this Indenture;and(3)all other roadway improvements is being Act,published notice of a public hearing(the"Assessment Hearing")in the Fort Worth Srvr T'eleg-ra,a financed by a contribution made by the Developer and held by the Trustee under the Chisholm Trail 1 2 Ranch Improvement Account created under this Indenture,together with certain lawfully funds of the PROVIDED,HOWEVER,that if and to the extent Roadway Improvemem Special Assessments City(the"Cip Corrnibut onL Outside-District,"as defined below);and have been prepaid the lien on real property associated with such Roadway Improvement Special WHEREAS,while the Roadway Improvement Account,the University Properly Improvement Assessments prepayment shall be released from the Trust Estate and shall no longer constitute a part of Account,and the Chisholm Trail Properly Improvement Account are being funded at Closing from the Trust Estate; proceeds ofthe Bonds,and from contributions from the Developer,the City Contribution is being paid by PROVIDED,FURTHER,HOWEVER,if the City or its assigns shall well and truly pay,or cause the City on a"pay-as-you-go"basis subject to the approval of a Certificate for Payment pursuant to the to be paid,the principal or Redemption Price of and the interest on all the Bonds at the times and in the procedures described herein; manner stated in the Bonds,according to the true intent and meaning thereof,then this Indenture and the WHEREAS,funds held in the Accounts in the Developer Fund are not pledged to the payment of rights hereby granted shall cease,terminate and be void;otherwise this Indenture is to be and remain in the Bonds hereunder and are not a pact ofthe Trust Estate;and full force and effect; WHEREAS,funds held by the City for the"pay-as-you-go"contributions are not pledged to the IN ADDITION,the Bonds are special obligations of the City payable solely from the Pledged payment ofthe Bonds hereunder and are not a part ofthe Trust Estate;and Revenues,as and to the extent provided in this Indenture.The Bonds do not give rise to a charge against WHEREAS,the City Council now desires to issue revenue bonds,in accordance with the PID the general credit or taxing powers of the City and me not payable except as provided in this Indenture. Act,such bonds to be entitled"City of Fact Worth,Texas,Special Assessment Revenue Bonds,Series Notwithstanding anything to the contrary herein,the Owners of the Bonds shall never have the right to 2018(Fort Worth Public Improvement District No. 17(Rock Creek Ranch)Roadway Improvement demand payment thereof out of any funds ofthe City other than the Pledged Revenues. The City sball Project)"(the"Bonds"),such Hands being payable solely from the Roadway Improvement Special have no legal or moral obligation to pay for the Bonds out of any funds of the City other than the Pledged Assessments and other funds pledged under this Indenture to the payment of the Bonds and for the Revenues. purposes set forth in the preumble of this Indenmre;and THIS INDENTURE FURTHER WITNESSETH,and it is expressly declarod that all Bonds WHEREAS,the Trustee has agreed to accept the trusts herein created upon the terms set forth in issued and secured hereunder are to be issued,authenticated and delivered and the Trust Estate hereby this Indenture; created assigned,and pledged is to be dealt with and disposed of under,upon and subject to the terms. NOW,THEREFORE,the City,in consideration of dr,foregoing premuses and acceptance by the conditions,stipulations,covenants,agreements,trusts,uses,and purposes as hereinafter expressed and Trustee of the trusts herein created of the purchase and acceptance of the Bonds by the Owners thereof, the City has agreed and covenanted,and does hereby agree and covenant,with the Trustee and with the and of other good and valuable consideration, the receipt and sufficiency of which are hereby respective Owners from time to time ofthe Bonds as follows: acknowledged does hereby GRANT,CONVEY,PLEDGE,TRANSFER,ASSIGN,and DELIVER to the ARTICLE 1 Trustee for the benefit of the Owners,a security interest in all of the moneys,rights and properties DEFINITIONS,FINDINGS AND INTERPRETATION described in the Granting Clauses hereof,as follows(collectively,the"Tion Estes'): FIRST GRANTING CLAUSE Section Ll Definitions, The Pledged Revenues and all moneys and investments held in the Pledged Funds including any Unless otherwise expressly provided or unless the context clearly requires otherwise in this contract or any evidence of indebtedness related thereto or other rights of the City to receive any of such Indenture,the following terms shall have the meanings specified below: moneys or investments,whether now existing or hereafter caning into existence,and whether now or "Account"means any ofthe accounts established pursuant to Section 6.1 of this Indenture. hereafter acquired;and, SECOND GRANTING CLAUSE "Additional Interest"means the 0.50%additional interest charged on the Roadway Improvement Special Assessments pursuant to Section 372.018 of the PID Act and described in Section N.H of the Any and all other property or money of every name and nature which is,from time to time Service and Assessment Plan. hereafter by delivery or by writing of any kind,conveyed pledged assigned or transferred,to the Trustee "Additional Obligations"means any bonds or obligations,other than the Major Improvement as additional security hereunder by the City or by anyone on its behalf m with its written consent,and the Bonds and the Roadway Improvement Bonds,and include specifically,any installment contracts, Trustee is hereby authorized to receive any and a11 such property or nanny at any and all times and to reimbursement agreements,temporary note or time warrant,secured in whole or in pan by an assessment hold and apply the same subject to the terms thereof; levied against property within the District in accordance with the PID Act, TO HAVE AND TO HOLD the Trust Estate,whether now owned or hereafter acquired,unto the "Administrative Fund"means that Fund established by Section 6.1 and administered pursuant to Trustee and its successors or assigns; Section 6.9 hereof IN TRUST NEVERTHELESS,upon the terms and trusts herein set forth for the benefit of all "Administrative Expenses"means the administrative,organiretional,maintenance and operation present and future Owners ofthe Bonds from time to time issued under and secured by this Indenture,and costs and expenses associated with,or incident to,the administration,organisation,maintenance and for enforcement of the payment ofthe Bonds in accordance with their terms,and for the performance of operation of the District,including,but not limited to,the costs or anticipated costs of(i)direct and and compliance with the obligations,covenants,and conditions of this Indenture; 3 4 contracted costs incurred by the City,including legal counsel,engineers,accountants,financial advisors, supplement to the Service and Assessment Plan or in an Annual Service Plan update,showing the total vestment bankers or other consultants and advisors,(ii)creating and organizing the District and amount of the Roadway Improvement Special Assessment against each Assessed Parcel in the District preparing the Assessment Rolls,(iii)computing,levying,collecting and transmining the Assessments or related to the Bonds and the Roadway Improvements,as updated,modified,m amended from time to the Annual Installments thereof,(iv)maintaining the record of Assessments, including payments, time in accordance with the terms of the Service and Assessment Plan and the PID Act, reallocations ardor cancellations of the Assessmrnts or Annual Instafarmas thereof,(v)investing or depositing the Assessments or other monies, (vi)complying with the PID Act, arbitrage rebate "Authorized Denomination"means$100,000 and any integral multiple of$5,000 in excess of requirements ardor securities disclosure requirements,(vii)paying the paying agent/registrar's and $100,000,or a smaller denomination,if any,resulting from a partial redemption of Bonds as determined trustee's fees and expenses(including the fees and expenses of its legal counsel)related to the Bonds,and in accordanec with Section 4.5 hereof or as a result of any partial defeasance of the Bonds. (viii)City costs of administering the construction of the Authorized Improvements,Administrative Expenses shall also include the administrative costs and expenses of issuing,making debt service "Bond"means any of me Bonds. payments on,and redeeming Bonds,provided,however,that for the avoidance of doubt,Administrative Expenses do not include payment of the actual principal of,redemption premium,if any,and interest on `Bond Counsel"means,collectively,Kelly Hart&Hallman LLP and McCall,Parkhurst& Bonds.Annual Administrative Expenses collected and not expended shall be carried forward and applied Houton L.L.P.,or any other attorney or firm of attorneys designated by the City that are nationally to reduce Administrative Expenses in subsequent years to avoid over collection. rmogniced for expertise m rendering opinions as to the legality and tax-exempt stams of securities issued by public entities. "Administrator"means an officer or employee of the City or third party designee of the City who is not an officer in employm thereof,who shall have the responsibilities provided in the Service and "Bond Date'means the date designated as dire initial date of the Bonds by Section 3.2(a)of this Assessment Plan,this Indenture,or any other agreement or document approved by the City related to the Indenture. duties and responsibilities ofthe administration of the District "Bond Fund"means the Fund established putsuam to Section 6.l and administered as provided in "Annual Debt Service"means,for each Bond Year,the sum of(i)die interest due on the Section 6.4. Outstanding Bonds in such Bond Year,assenting that the Outstanding Bonds are retired as scheduled (including by reason of Sinking Food Installments),and(it)the principal amount of the Outstanding "Bond Ordinance"means Ordinance No. _-2018 adopted by the City Council un Bonds due in such Bond Year(including any Sinking Fund Installments due in such Bond Year). ,2018 authorizing the issuance of the Bonds pursuant to this Indenture. "Annual Installment"mans,collectively,with respect to each Assessed Parcel,each annual "Bond Reserve Account"means the Account within die Reserve Fund established pursuant to payment of(i)the Roadway Improvement Spacial Assessments as shown on the Assessment Roll Section 6.1- attached to the Service and Assessmrnt Plan and related to the Roadway Improvements, (it) Administrative Expenses,and(iii)the Additional Interest collected pursuant to Section IV.H of the "Bond Reserve Account Requirement"means the least of(i)Maximum Annual Debt Service on Service and Assessment Plan and deposited to the Delinquency and Prepayment Reserve Account as the Bands as of the date of issuance,(ii)125%of average Annual Debt Service on the Bands as of the described in Section 6.7 herein, date of issuance,or(iii)10%of the proceeds of the Bonds,provided,however,that such amount shall be reduced by the amount of any transfers made pnsuant to Section 6 7(e),and provided father that as a "Annual Service Plan Update"means the annual review and update of the Service and result of(I)a mandatory sinking hard redemption pursuant to Section 4.2,(2)an optional redemption Assessment Plan required by the PID Act and the Service and Assessment Plan. pursuant to Section 4.3 or(3)an extraordinary optional redemption pursuant to Section 4.4,the Bond Reserve Account Requirement shall he reduced by a percentage equal to the pro ram principal amount of "Applicable Laws"means the PID Act,and all other laws or statutes,rules,or regulations,and Bonds redeemed by such redemption divided by the told principal meant of the Outstanding Bonds any amendments thereto.of the State of Texas or of the L'nited States,by which the City and its powers, prior to such redemption. As of the date of delivery of the Bonds,the Bond Reserve Account secmities,operations,and procedures are,or may be,governed or from which its powers may be derived. Requirement is$ _which is an amount equal to:Maximum Annual Debt Service on the Bands ai of the date of issuance. "Assessed Parcel"means each parcel within the Western Improvement Area of the District upon which a Roadway Improvement Special Assessment has been levied by the Assessment Ordinance in "Bond Year"means the one-year period beginning on October 1 in each year and ending on accordance with the updated Service and Assessment Plan. September 30 in the following year. "Assessment Hearing"has the meaning set forth in the recitals. "Bonds"means the City's bonds authorized to be issued by Section 3.i of this Indenture entitled "City of Pon Worth,Texas,Special Assessment Revenue Bonds,Series 2018(Fort Worth Public "Assessment Ordinance"means Ordinance No, - -2018 adopted by the City Council on Improvement District No.17(Rock Creak Ranch)Roadway Improvement Project)". ,2018,that levied the Roadway Improvement Special Assessments on the Assessed Parcels in the Western Improvement Area o£the District. "Brewer Road Project"means the Roadway Improvements and the Outside-District Roadway Improvement_ "Assessment Roll"means,collectively,the revised Assessment Roll attached as Appendix A-I to the updated Service and Assessment Plan or any other Assessment Roll in an amendment or 5 6 "Business Day"means any day other than a Saturday,Sunday or legal holiday in the State of "City Representative"means my official or agent of the City authorized by the City Council to Texas observed as such by the City or the Trustee,or any national holiday observed by the Trustee. undertake the action referenced herein. As of the date hereof,the City Manager,the Chief Financial Officer i Director of Financial Management Services and/or their respective designees are the authorized "Capimlimd Interest Account"means the Account within the Bond Fund established purment to City Representatives, Section 6.1. "Closing Date"means the date of the initial delivery of and payment for the Bonds. "Certificate for Payment"means,collectively,the Certificate for Payment Intra-District Costs and the Certificate for Payment Outside-District Costs. "Code"means the Internal Revenue Code of 1986,as amended,including applicable regulations, published rulings and court decisions. "Certificate for Payment Intra-District Casts"means a certificate substantially in the form of Exhibit D-I attached to the Financing Agreement or otherwise approved by the Developer and the City "Costs of Issuance Account'means the Account within the Project Food established pursuant to Representative executed by a Person approved by the City Representative,delivered to the City Section 6.1. Representative and the Trustee specifying the amount of work performed and the costs to be paid for the Roadway Improvements and the University Roadway Improvements from the Roadway Improvement "Defeasance Securities"means Investment Securities then authorized by applicable law for the Account,the University Property Improvement Account,the District Project Management Account and/or investment of funds to defense public securities. the University Project Management Account as applicable,and specifying amounts to be paid by the City from the City Contribution_Inca-District,in each case,as further described in the Financing Agreement "Delinquency and Prepayment Reserve Account"means the reserve account established in and Section 6.13(a). accordance with Section 6.1. "Certificate for Payment Onside-lhstrict Comm"means a certificate substantially in the form of "Delinquency and Prepayment Reserve Requirement"means an amount equal to 5.5%of the Exhibit D-2 attached to the Financing Agreement or otherwise approved by the Developer,WM CTR principal amount of the Outstanding Bonds which will be fimded from revenues received from the '.. and the City Representative executed by a Person approved by the City Representative,delivered to the payment of Roadway Improvement Special Assessments deposited to the Pledged Revenue Fund. City Representative aid the Trustee specifying the amount of work performed and the costs to be paid for the Outside-District Roadway Improvements from the Chisholm Trail Ranch Improvement Accorme as "Delinquent Collection Costs"means the costs related to the foreclosure on an Assessed Parcel applicable,and specifying anrmuuts to be paid by the City from the City Contributron:Outside-District,in and the costs of collection of a delinquent Roadway Improvement Special Assessment,including each case,as further described in the Financing Agreement and Section 6.13(b)herein, penalties and reasonable attorney's fees actually paid,hot excluding amounts representing interest and penalty interest. "Chisholm Trail Ranch Improvement Account"means the Account within the Developer Contribution fund established pursuant to Section 6.1.Money on deposit in the Chisholm Trail Ranch "Designated PaymenVTransfer Office" means (i) with respect to the initial Paying Improvement Account shall be used solely for the purposes of paying the Outside-District Roadway Agent/Registrar named in this Indenture,the transfer/payment office located in Fort Worth,Texas,or Improvements Costs,The Chisholm Trail Ranch Improvement Account shall be funded prior to the such other location designated by the Paying AgenaRepsenst and(ii)with respect to any successor Closing Date in accordance with the terms of the Financing Agreement. Paying Agear/Registrar,the office of such successor designated and located as may he agreed upon by the City.,it such successor. "City Certificate"means a certificate or written instructions signed by the City Representative and delivered in the Trustee. "Developer"means Walton Development&Management TX,LIC,a Delaware limited liability company,and each entity's respective successors and assigns. "City Contribution"is defined in the Financing Agreement,and means lawfully available funds, including the proceeds of any tax note or other obligation,of the City to be disbursed by the City pursuant "Developer Contribution Fund"means the Fund created pursuant to Section 6.1. to the terms of the Financing Agreement.but which are not held under this Indenture and which are not pledged to the benefit of the Owners as part of the Trost Estate,The City Contribution refers collectively "District Administration Account" means the Account within the Administration Fund to the City Contribution:Intra-District and the City Contribution:Outside-District,m such terms are established pursuant to Section 6.1. defined in the Financing Agreement.For the avoidance of doubt,the City Contribution will not be secured by assessments levied in the District including the Roadway Improvement Special Assessments. "District Project Management Account"means the Account within the Project Fund established pursuant to Section 6.1. "City Contribution:Intro-District"is defined in the Financing Agreement and means that portion "DTC"shall of the City Contribution to be applied to the payment of Roadway Improvement Costs. mean The Depository Trull Company of New York,New York,or any successor securities depository, "City Contribution:Onside-District"is defined in the Financing Agreement and means that portion of the City Contribution to be applied to the payment of Outside-District Roadway Improvement "DTC Participant"shall mean brokers and dealers,banks,trust cotipanies,clearing corporations, Costsand certain other organnnations on whose behalf DTC w created to hold securities to facilitate the clearance and settlementof securities transactions among DTC Participants. 7 8 "Eastern Improvement Area"is identified and depicted in Table II-C in the Service and NO ASSESSMENT REVENUES(INCLUDING THE PROCEEDS OF ANY BONDS SECURED Assessment Plan. THEREBY)WILL BE USED,DIRECTLY OR INDIRECTLY,TO PAY THE COSTS OF ANY SUCH IMPROVEMENTS. "Financing Agreement"means that certain Financing Agreement and Limited Amendment to PID Reimbursement Agreement-City of Fort Worth!Rock Creek Ranch 1 Chisholm Trail Ranch-Brewer "Outside-District Roadway Improvement Costs"means the costs ofthe Outside-District Roadway Road Project,by and among the City,the Developer,and WM CTR,entered into as of ,2018. Improvements. "Foreclosure Proceeds"means the proceeds,including interest and penalty interest,received by "Owner means the Person who is the registered Owner of a Bond or Bonds,m shown in the the City from the enf menumt of the Roadway Improvement Special Assessment,against any Assessed Register,which shall be Cede&Co.,as nominee f DTC,so long as the Bonds are in book-entry only Parcel or Assessed Parcels,whether by foreclosure of lien or otherwise,but excluding and net of all form and held by DTC as securities depository in accordance with Section 3.11 herein. Delinquent Collection Costs. "Paying Agent(Registrar"means initially the Trustee,or any successor thereto as provided in this "Fund"means any ofthe fiords established pursuant to Section 6,1 of this Indenture. Indenture. 'Indenture'means this Indenture of Tmst as originally executed or as it may be from fime to time "Person"Or"Persons"means any individual,corporation,partnership,limited liability company, supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the joint venture,association,joint-stock company,trust,unincorporated organization or government or any applicable provisions hereolf agency or political subdivision thereof. "Independent Financial Consultant"means any consultant orf of such consultants appointed "Petitioner"means,collectively,Walton Texas LP,a Texas limited partnership;WUSF 4 Rock by the City who,or each of whom:(i)is judged by the City,as the ease may be,to have experience in Creek,LP,a Texas limited partnership;and WUSF 5 Rock Creek,LP,a Texas limited partnership, matters relating to the issuance andlor administration of the Bonds;(a)is in fact independent and not under the domination of the City;(iii)does not have any substantial interest,direct Or indirect,with or in "PIU Act"means Texas Local Government Code,Chapter 372,Improvement Districts in the City,or any Owner of real property in the District,or any real property in the District;and(iv)is not Municipalities and Counties,Subchapter A,Public Improvement Districts,as amendesf connected with the City as an offim,or employee ofthe City,but who may be regularly retained to make reports to the City. "PIU Rcitnbursament Agreement"means the"PID Reimbursement Agreement-Fort Worth Public Improvement District No.17(Rock Creek Ranch)"between than City and the Developer miming to "Initial Bond"means the Initial Bond as set forth in Exhibit A to this Indenture. the Bands,effective as of August 15,2017,as amended in part by the Financing Agreement,which provides,in pan,for the deposit of proceeds from the issuance and sale of the Bonds and the payment of "Interest Payment Date"means the date or dates upon which interest on the Bonds is scheduled to costs of Roadway Improvements within in the District,the issuance of bonds,the reimbursement of costs '.. be paid until their respective dates of maturity a prior redemption,such dates being on March 1 and to the Developer from the proceeds of the Bonds for hands advanced by the Developer and used to pay j September t of each year,commencing March 1,2019, costs of Roadway Improvements and other matters related thereto. "Investment Securities"means those authorized investments described in the City's official 'Pledged Funds"means the Pledged Revenue Fund,the Bond Fund,the Project Fund,the investment policy as approved by the City Council from time to time,and eligible for the investment of Reserve Fund,and the Redemption Fund. public funds by the Public Funds Investment Act,Chapter 2256,Texas Government Code,as amended. "Pledged Revenue Fwd"means that fund established pursuant to Section 61 and administered "Maximum Annual Debt Service"means the largest Annual Debt Service for any Bond Year pursuant to Section 6 3 herein. after the calculation is made through the final rnatunty date ofany Outstanding Bonds. "Pledged Revenues" means the sum of(i) Roadway Improvement Assessment Revenue "Outstanding"means,as of any particular date when used with reference to Bonds,all Bonds (excluding the portion of the Annual installments collected for the payment of Administrative Expenses artthenticated and delivered under this Indenture except(i)any Bond that has been canceled by the and Delinquent Collection Costs),(i)the moneys held in any of the Pledged I=&,and(iii)arty Tmstee(or has been delivered to the Trustee for cancellation)at or before such date,(it)any Bond for additional revenues that the City may pledge to the payment of Bonds. which the payment of the principal or Redemption Price of and interest on such Bond shalt have been made as provided in ARTICLE 4,and(iii)any Bond in lieu of or in substitution for which a new Bond "Prepayment"means the payment of all or a portion of a Roadway Improvement Special shall have been authenticated and delivered pursuant to Section 3.10 berein. Assessment before the due date thereof. "Outside-District Roadway Improvements"means those roadway improvements benefitting 'Principal and Interest Account'means the Account within the Bond Fund established pursuant property outside ofthe Distract and being funded by the Chisholm Trail Bunch Improvement Account and to Section 6.1. by the City Contribution!Outside-District.FOR THE AVOIDANCE OF DOUBT,THE PROPERTY BENEFITTED BY THE OUTSIDE-DISTRICT ROADWAY IMPROVEMENTS IS NON- "Project Fund"means that fund established pursuant to Section 6.1 and administered parsuant to BENEFITTED PROPERTY(AS DEFINED IN THE SERVICE,AND ASSESSMENT PLAN)AND Section 6.5 herein. 9 10