Electronic Council Packet for 08-01-2017

LEGISLATIVE AND INTERGOVERNMENTAL AFFAIRS COMMITTEE MEETING (CANCELLED)

HOUSING AND NEIGHBORHOOD SERVICES COMMITTEE MEETING (CANCELLED)

FORT WORTH HOUSING FINANCE CORPORATION MEETING TUESDAY, AUGUST 1, 2017 2:00 P.M. CITY COUNCIL CONFERENCE ROOM, CITY HALL, ROOM 290 200 TEXAS STREET, FORT WORTH, TEXAS

CITY COUNCIL WORK SESSION TUESDAY, AUGUST 1, 2017 3:00 P.M. CITY COUNCIL CONFERENCE ROOM, CITY HALL, ROOM 290 200 TEXAS STREET, FORT WORTH, TEXAS

1. Report of the City Manager - David Cooke, City Manager

a. Changes to the City Council Agenda b. Upcoming and Recent Events c. Organizational Updates and Employee Recognition(s) d. Informal Reports

IR 10030: Amendment No. 2 to the Economic Development Program Agreement with Wal-Mart Stores Texas, LLC and Wal-Mart Real Estate Business Trust to Revise the Completion Deadlines for the Wal-Mart Supercenter Project at the Southeast Corner of Golden Triangle Boulevard and Park Vista Boulevard Attachment(s): IR 10030 - Attached.pdf

IR 10031: Texas Enterprise Zone Nomination for Smith & Nephew, Inc. Attachment(s): IR 10031 - Attached.pdf

IR 10032: Public Education: Restrained and Fenced Pets Attachment(s): IR 10032 - Attached.pdf

IR 10033: Dockless Bike Share Operators Attachment(s): IR 10033 - Attached.pdf

IR 10034: Workforce Diversity Report Attachment(s): IR 10034 - Attached.pdf

IR 10035: Moody's Downgrade of the City's General Obligation Credit Attachment(s): 1 of 4

IR 10035 - Attached.pdf

IR 10036: Second Financing Agreement for MyH2O Program Attachment(s):

IR 10036 - Attached.pdf

IR 10037: Final Pricing Results of the 2017A & 2017B Special Tax Revenue

Bonds for the Dickies Arena Attachment(s):

IR 10037 - Attached.pdf

IR 10038: Implementation of Senate Bill 1004 - Use of City Rights-of-Way

for Small Cell Infrastructure Attachment(s):

IR 10038 - Attached.pdf

IR 10039: Residents Utility Work Notification Attachment(s):

IR 10039 - Attached.pdf

IR 10040: Assistance to Residents of Westchester Plaza Attachment(s):

IR 10040 - Attached.pdf

2. Current Agenda Items - City Council Members

3. Responses to Items Continued from a Previous Week

a. ZC-17-046 - (COUNCIL DISTRICT – ALL) – City of Fort Worth Planning & Development Department: Text Amendment: Amend Urban Residential " UR" District Standards; An Ordinance Amending the Zoning Ordinance of the City of Fort Worth, being Ordinance No. 13896, as Amended, Codified as Appendix " A" of the Code of the City of Fort Worth, by amending Section 4.713, Urban Residential " UR" District of Article 7 " Residential Districts" , of Chapter 4, " District Regulations" to:

Revise in their entirety the development standards for the district

To review the proposed amendment: http://fortworthtexas.gov/zoning/cases (Recommended for Approval by the Zoning Commission) (Continued from June 6, 2017 by Mayor Pro-Tem Shingleton)

b. ZC-17-047 - (COUNCIL DISTRICT – All) – City of Fort Worth Planning & Development Department: Text Amendment: Amend Mixed Use "MU-1" and "MU-2" District Standards and Repeal "MU-1G" and "MU-2G"; An Ordinance Amending the Zoning Ordinance of the City of Fort Worth, being Ordinance No. 13896, as Amended, Codified as Appendix "A" of the Code of the City of Fort Worth, by amending

2 of 4 Article 13 "Form Based Districts", of Chapter 4, "District Regulations" to:

Amend Sections 4.1300 'Low Intensity Mixed-Use ("MU-1") District' and 4.1302 High Intensity Mixed-Use ("MU-2") District in their entirety, revising development standards;

Repeal Sections 4.1301 Low Intensity Greenfield Mixed-Use ("MU- 1G") District and 4.1303 High Intensity Greenfield Mixed-Use ("MU- 2G") District in their entirety and reserving the section number;

Amend Section 4.1200 "Form Based Districts Code Use Table" to revise certain uses for "MU-1" and "MU-2" and to delete the

columns for "MU-1G" and "MU-2G";

Amend Section 4.100 "Districts Established" to remove "MU-1G" and "MU-2G";

Amend Chapter 5, Article I to add Section 5.147 "Bars and Taverns";

Amend Chapter 9, "Definitions" to add definition for "cottage industry"; and

Amend Section 6.300, "Bufferyard and Supplemental Building Setback" of Chapter 6 "Development Standards" to reflect applicable standards for the revised "MU-1" and "MU-2" Districts

To review the proposed amendments: http://fortworthtexas.gov/zoning/cases (Recommended for Approval by the Zoning Commission) (Continued from June 6, 2017 by Council Member Jordan)

c. ZC-17-088 - (COUNCIL DISTRICT 5 – Gyna Bivens) - T Square Investments, LLC, 1600 T Square Street; From: " G" Intensive Commercial To: " R2" Townhouse/Cluster (Recommended for Denial by the Zoning Commission) (Continued from June 20, 2017 – Council Member Allen Gray)

d. ZC-17-091 - (COUNCIL DISTRICT 7 – Dennis Shingleton) - UV Towne Crossing LP, 9001 and 9101 Tehama Ridge Parkway; From: " C" Medium Density Multifamily and " G" Intensive Commercial To: PD/G Planned Development for all uses in " G" Intensive Commercial plus mini warehouse; site plan included (Recommended for Approval by the Zoning Commission) (Continued from June 20, 2017 by Mayor Pro-Tem Shingleton)

e. SP-17-010 - (COUNCIL DISTRICT 6 – Jungus Jordan) - Chisholm Summer Creek LLC, 9100-9400 blocks Summer Creek Drive; From: PD 971 " PD/D" Planned Development for all uses in " D" High Density Multifamily with a maximum of 24 units per acre; site plan required 3 of 4 To: Provide required site plan for PD 971 for multifamily (Recommended for Approval by the Zoning Commission) (Continued from June 20, 2017 by Mayor Pro-Tem Shingleton)

f. ZC-17-092 - (COUNCIL DISTRICT 7 – Dennis Shingleton) - BOA Sorte, LP ET AL. 9000-9900 blocks Park Drive, 8900-9300 Boat Club Road, 10101, 10125, 10151, 10159 Saginaw; From: " AG" Agricultural, " E" Neighborhood Commercial and " I" Light Industrial To: PD/A-5 Planned Development for all uses in " A-5" One-Family with development standards related to lot sizes and lot coverage; site plan waiver recommended and " E" Neighborhood Commercial (Recommended for Approval as Amended by the Zoning Commission with a maximum of 2,500 units and a 100 ft. landscape buffer along the industrial zoning to the east) (Continued from June 20, 2017 by Mayor Pro-Tem Shingleton)

4. Overview of Significant Zoning Cases- Dana Burghdoff, Planning and Development

5. Presentation on Convoy of Hope - Steve Pulis, Convoy of Hope

6. Presentation on Senate Bill 4 - Gerald Pruitt, Law and Ed Kraus, Police

7. Presentation on the FY18 Capital Budget - David Cooke, City Manager

8. Presentation on Amending the Council Rules of Procedure - Sarah Fullenwider, Law

9. City Council Requests for Future Agenda Items and/or Reports

10. Executive Session (CITY COUNCIL CONFERENCE ROOM, CITY HALL, ROOM 290) -

SEE ATTACHMENT A Attachment(s):

Executive Session Agenda - Attachment A.pdf

CITY COUNCIL CONFERENCE ROOM, CITY HALL, ROOM 290, is wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need accommodations, auxiliary aids, or services such as interpreters, readers, or large print are requested to contact the City’s ADA Coordinator at (817) 392-8552 or e-mail [email protected] at least 48 hours prior to the meeting so that appropriate arrangements can be made. If the City does not receive notification at least 48 hours prior to the meeting, the City will make a reasonable attempt to provide the necessary accommodations.

4 of 4 ATTACHMENT A EXECUTIVE SESSION CITY COUNCIL CONFERENCE ROOM CITY HALL, ROOM 290 Tuesday, August 1, 2017

A. The City Council will conduct a closed meeting in order to discuss matters permitted by the following sections of Chapter 551 of the Texas Government Code:

CITY ATTORNEY

1. Section 551.071, CONSULTATION WITH ATTORNEY

To seek the advice of its attorney about pending or contemplated litigation, settlement offers, or any matter in which the duty of the attorney to the City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Texas Open Meetings Act. [Tex. Govt. Code §551.071]:

a. Jessica Castillo, Individually and as Next Friend of Ricky Bronx Brumley, and Tiffany Meza, Individually, and as Next Friend of Damien Brumley, Adrian Brumley, and Jason Brumley, Minors, and Sonia Perez, as Next Friend of Sarah Perez, a Minor v. City of Fort Worth and Officer Christopher Jones, Civil Action No. 4:17-CV-00040-A, United States District Court, Northern District of Texas; and b. Legal issues concerning any item listed on today’s City Council meeting agendas.

CITY MANAGER

1. Section 551.072, DELIBERATIONS REGARDING REAL PROPERTY

Deliberate the purchase, sale, lease or value of real property where deliberation in an open meeting would have a detrimental effect on the position of the City in negotiations with a third party.

2. Section 551.087, DELIBERATIONS REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS

Deliberate the commercial or financial information or the offer of a financial or other incentive to a business prospect.

B. The City Council may reconvene in open session in the City Council Conference Room and act on any item listed on the Executive Session Agenda in accordance with Chapter 551 of the Texas Government Code.

CITY COUNCIL AGENDA FOR THE MEETING AT 7:00 P.M. TUESDAY, AUGUST 1, 2017 CITY COUNCIL CHAMBER, CITY HALL 200 TEXAS STREET, FORT WORTH, TEXAS

I. CALL TO ORDER

II. INVOCATION - Reverend Roland E. Walton, Greater True Light Baptist Church

III. PLEDGES OF ALLEGIANCE TO THE UNITED STATES AND THE STATE OF TEXAS (State of Texas Pledge: "Honor the Texas flag; I pledge allegiance to thee, Texas, one state under God, one and indivisible.")

IV. CONSIDERATION OF MINUTES OF THE CITY COUNCIL WORK SESSION AND REGULAR MEETING OF JUNE 20, 2017 AND SPECIAL CALLED MEETING OF JUNE 27, 2017

V. ITEMS TO BE WITHDRAWN FROM THE CONSENT AGENDA

VI. ITEMS TO BE CONTINUED OR WITHDRAWN BY STAFF

VII. CONSENT AGENDA Items on the Consent Agenda require little or no deliberation by the City Council. Approval of the Consent Agenda authorizes the City Manager, or his designee, to implement each item in accordance with staff recommendations. A. General - Consent Items 1. M&C G-19046 - Authorize Execution of a Communications Services Agreement with the National Railroad Passenger Corporation for Participation in the City of Fort Worth's Public Safety Radio System for Interoperable Communications in Mutual Aid or Other Multi-Agency Operations at No Cost to the City of Fort Worth (ALL COUNCIL DISTRICTS) 2. M&C G-19047 - Adopt Revised Policy Governing Special Revenue Fund Reserves to be Effective for Fiscal Year 2017 and Authorize Incorporation of this Policy Into the Overall Financial Management Policy Document (ALL COUNCIL DISTRICTS) 3. M&C G-19048 - Authorize Settlement of the Claims Related to the Lawsuit Entitled Willie Huckaby v. City of Fort Worth, Cause No. 067- 287366-16, 62nd District Court, Tarrant County, Texas and Authorize Execution of Releases and Agreements Necessary to Complete the Settlement (ALL COUNCIL DISTRICTS)

B. Purchase of Equipment, Materials, and Services - Consent Items 1. M&C P-12072 - Authorize Contract with HealthSpace USA, Inc., in an Amount Up to $190,000.00 for the First Year to Provide Data Management Software System for the City's Code Compliance Department (ALL COUNCIL DISTRICTS) 2. M&C P-12073 - Authorize Rejection of Bid Received for Perishable and Non- Perishable Food Items for the Park and Recreation Department (ALL COUNCIL DISTRICTS)

1 of 11 3. M&C P-12074 - Authorize Rejection of Bids Received for the Summer Food Program for the Neighborhood Services Department (ALL COUNCIL DISTRICTS) 4. M&C P-12075 - Ratify Expenditures and Authorize Non-Exclusive Purchase Agreements for Temporary Worker Services with Multiple Vendors for a Combined Amount Up to $1,395,000.00 for Each One-Year Term for City Departments (ALL COUNCIL DISTRICTS) 5. M&C P-12076 - Authorize Sole Source Purchase Agreement with Accela, Inc., in the Amount Up to $271,695.00 for the First Year for the Licensing, Maintenance and Support for the Automation Permitting System Software, Mobile Computer, Infrastructure Work Order and Asset Management Software for the Planning and Development Department and Transportation and Public Works Department (ALL COUNCIL DISTRICTS) 6. M&C P-12077 - Authorize Purchase of a Dive Truck from Chastang Enterprises Inc., in the Amount of $180,000.00, Using a Cooperative Contract for the Fire Department (ALL COUNCIL DISTRICTS) 7. M&C P-12078 - Authorize Purchase Agreement for Software, Hardware, Services and One Year of Maintenance for Electronic Citation Solution with Tyler Technologies, Inc., Using a Cooperative Contract in the Total Amount Up to $682,736.00 for the Information Technology Solutions Department for the First Year (ALL COUNCIL DISTRICTS)

C. Land - Consent Items 1. M&C L-16056 - Authorize Execution of a Lease Agreement Between the City of Fort Worth and the Tarrant Regional Water District for the Property Located at or Near the Intersection of Arthur Street and Kansas Street, Fort Worth, Texas 76107, for Use by the Park and Recreation Department as a Temporary Replacement for the Operations Located at 2901 Crestline Drive Due to the Trail Drive Extension Project (COUNCIL DISTRICT 9) 2. M&C L-16057 - Authorize Sale of Forty-Three Tax-Foreclosed Properties to Various Purchasers in the Aggregate Amount of $459,546.90, in Accordance with Section 272.001 of the Texas Local Government Code and Section 34.05 of the Texas Tax Code (COUNCIL DISTRICTS 2, 3, 5, 8 and 9) 3. M&C L-16058 - Authorize Dedication of City of Fort Worth Property Located at 2608 Strong Avenue, 2612 Strong Avenue and 2616 Strong Avenue, Lots H, I and J, Block 8, Wesleyan Hills Addition as Public Parkland and Name the Park Wesleyan Hills Park (COUNCIL DISTRICT 8)

D. Planning & Zoning - Consent Items 1. M&C PZ-3138 - Adopt Ordinance Vacating an Alley in Block 55, Chamberlin Arlington Heights Addition, Between Halloran Street and Horne Street to be Replatted by Kenneth A. Hill with the Adjoining Property in Order to Resolve Existing and Proposed 2 of 11 Encroachments by Residential Structures into the Alley Right- of-Way (COUNCIL DISTRICT 7)

2. M&C PZ-3139 - Adopt Ordinance Vacating a Portion of Halbert Street, Between the Texas Electric Service Company Handley Plant Site and the Historic Handley Cemetery, to be Replatted by Oncor with the Adjoining Property for a New Parking Lot (COUNCIL DISTRICT 5) 3. M&C PZ-3140 - Adopt Ordinance Vacating Portions of 4th Street, Hogg Street, Belknap Street, a Remnant Alley in Block 1, Provines Addition and an Alley in Live Oak Addition for a Future Railroad Right- of-Way for the New Commuter Rail Line, TEX Rail (COUNCIL DISTRICT 8) 4. M&C PZ-3141 - Adopt Ordinance Vacating a Portion of Swift Street, Between Cold Springs Road and the Union Pacific Railroad Lines, for a Future Railroad Right-of-Way for the New Commuter Rail Line, TEX Rail (COUNCIL DISTRICT 9)

E. Award of Contract - Consent Items 1. M&C C-28296 - Authorize Execution of Development Agreements in Lieu of Annexation with William and Ruth Whitacre for Property Located in Potential Annexation Area 3-1, Located in Denton and Tarrant Counties, North of Westport Parkway and East of Heritage Parkway (ADJACENT TO FUTURE COUNCIL DISTRICT 7) 2. M&C C-28297 - Authorize Execution of Agreement with Tarrant County and the Tarrant County Tax Assessor-Collector for Approximately $679,480.00 for Ad Valorem Tax Assessment and Collection Services for Fiscal Year 2018 (ALL COUNCIL DISTRICTS) 3. M&C C-28298 - Authorize Execution of an Engineering Agreement with Kimley- Horn and Associates, Inc. in an Amount Not to Exceed $425,000.00 for the Development of a New Traffic Engineering Manual (ALL COUNCIL DISTRICTS) 4. M&C C-28299 - Adopt Appropriation Ordinance Increasing Estimated Receipts and Appropriations in the PACS Gas Lease Capital Project Legacy Fund in the Amount of $20,000.00 for Parking Improvements at Marina Park (COUNCIL DISTRICT 7) 5. M&C C-28300 - Adopt Ordinance Increasing Appropriations in the Grants Fund in the Amount of $24,000.00 for Additional Reimbursable Funds for the Police Department's Participation in the United States Marshals Service Violent Offender Task Force for Fiscal Year 2017 (ALL COUNCIL DISTRICTS) 6. M&C C-28301 - Authorize Execution of Amendment No. 2 to City Secretary Contract No. 31988, an Unimproved Ground Lease Agreement with Texas Jet, Inc., at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2) 7. M&C C-28302 - Authorize Execution of an Engineering Agreement with Neel- Schaffer, Inc., in the Amount of $458,204.00 for Churchill Road Water and Sanitary Sewer Improvements, Provide for Additional 3 of 11 Project Costs, Adopt Reimbursement Resolution Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt and Adopt Appropriation Ordinance (COUNCIL DISTRICT 2) 8. M&C C-28303 - Ratify Emergency Contract with Conatser Construction TX, LP, City Secretary Contract No. 48885, in the Final Amount of $204,097.99 for Emergency Sanitary Sewer Repair Work Performed on Little Fossil Creek Twenty-Seven Inch Sanitary Sewer Break and Adopt Appropriation Ordinance (COUNCIL DISTRICT 4) 9. M&C C-28304 - Authorize Execution of an Engineering Agreement with Kleinfelder, Inc., in the Amount of $150,840.00 for Engineering Services for the Repair and Repainting of the One Million Gallon Calmont Elevated Storage Tank, Adopt Approriation Ordinance and Reimbursement Resolution (COUNCIL DISTRICT 3) 10. M&C C-28305 - Authorize Execution of an Engineering Agreement with Dunham Engineering, Inc., in the Amount of $200,000.00 for Engineering Services for the Repair and Repainting of the Seminary Hill Elevated Storage Tank and Interior Coating Replacement of the Willow Springs Elevated Storage Tank, Provide for Additional Project Costs, Adopt Reimbursement Resolution Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt and Adopt Appropriation Ordinance (COUNCIL DISTRICTS 4 and 7) 11. M&C C-28306 - Authorize Third and Final Renewal of City Secretary Contract No. 45520 with Westhill Construction, Inc., in the Amount of $500,000.00 for Utility Cut Repair Contract 2013 UC01-2013 at Various Locations Throughout the City (ALL COUNCIL DISTRICTS)

VIII. PRESENTATIONS BY THE CITY SECRETARY - CONSENT ITEMS 1. Notice of Claims for Alleged Damages and/or Injuries

IX. SPECIAL PRESENTATIONS, INTRODUCTIONS, ETC.

X. ANNOUNCEMENTS BY CITY COUNCIL MEMBERS AND STAFF 1. Upcoming and Recent Events 2. Recognition of Citizens 3. Approval of Ceremonial Travel

XI. PRESENTATIONS BY THE CITY COUNCIL 1. Changes in Membership on Boards and Commissions

XII. PRESENTATIONS AND/OR COMMUNICATIONS FROM BOARDS, COMMISSIONS

AND/OR CITY COUNCIL COMMITTEES

XIII. RESOLUTIONS 1. A Resolution Amending the Council Rules of Procedure to Add a New Section, Section 5.4.7, to Address Rules of Conduct and to Revise Section 5.4.6 to Limit Public Comments During the Citizen Presentation of the City Council Agenda to Three Minutes 4 of 11 2. A Resolution of the City of Fort Worth, Texas Determining the Costs of Certain Public Improvements to be Financed by the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch); Accepting a Preliminary Service and Assessment Plan, Including Proposed Assessment Rolls; Directing the Filing of the Proposed Assessment Rolls With

the City Secretary to Make Available For Public Inspection; Calling a Public Hearing on August 15, 2017 to Consider an Ordinance Levying Assessments on Property Within the District; Directing City Staff to Publish and Mail Notice of Said Public Hearing; And Resolving other Matters Incident and Related Thereto 3. 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 2017 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Major Improvement Project); And Resolving Other Matters Incident and Related Thereto 4. A Resolution Appointing Carlos Flores to the Board of Directors of Tax Increment Reinvestment Zone Number Two, City of Fort Worth, Texas; Acknowledging the

Appointment of the Other Current Members of the Board and Appointing a Chairperson for the Board (Speedway TIF) 5. A Resolution Appointing Brian Byrd to the Board of Directors of Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas and Acknowledging the Appointment of the Other Current Members of The Board (Downtown TIF) 6. A Resolution Appointing Carlos Flores to the Board of Directors of Tax Increment Reinvestment Zone Number Seven, City of Fort Worth, Texas; Acknowledging the

Appointment of the Other Current Members of the Board and Appointing a Chairperson for the Board (North Tarrant Parkway TIF) 7. A Resolution Appointing Carlos Flores to the Board of Directors of Tax Increment Reinvestment Zone Number Nine, City of Fort Worth, Texas and Acknowledging the Appointment of the Other Current Members of the Board (Trinity River TIF) 8. A Resolution Appointing Carlos Flores and Brian Byrd to the Board of Directors of Tax Increment Reinvestment Zone Number Ten, City of Fort Worth, Texas; Acknowledging

the Appointment of the Other Current Members of the Board and Appointing a Chairperson for the Board (Lone Star TIF) 9. A Resolution Appointing Carlos Flores to the Board of Directors of Tax Increment Reinvestment Zone Number Fifteen, City of Fort Worth, Texas (Stockyards/Northside

TIF) and as Chairperson of the Board for the Remainder of Calendar Year 2017 and Acknowledging the Appointment of the Other Current Members of the Board 10. A Resolution Appointing a Task Force on Race and Culture 11. A Resolution Appointing the Board of Directors of FW Sports Authority, Inc. 12. A Resolution Approving Resolutions Adopted by the Fort Worth Transportation Authority's Executive Committee, and Each Proposed Acquisition Described Therein, To Acquire by Eminent Domain, if Necessary, Certain Parcels of Land Located Within the Territorial Jurisdiction of The City of Fort Worth, Consisting of a Total of Approximately 2.794 Acres, for the Construction, Extension, Improvement, or Development of TEX Rail

XIV. ZONING HEARING 1. ZC-17-046 - (CD-ALL) - City of Fort Worth Planning & Development Department: Text Amendment: Amend Urban Residential "UR" District Standards; An Ordinance Amending the Zoning Ordinance of the City of Fort Worth, being Ordinance No. 13896, as Amended, Codified as Appendix "A" of the Code of the City of Fort Worth, by amending Section 4.713, Urban Residential "UR" District of Article 7 "Residential Districts", of Chapter 4, "District Regulations" to:

Revise in their entirety the development standards for the district

To review the proposed amendments: http://fortworthtexas.gov/zoning/cases 5 of 11 (Recommended for Approval by the Zoning Commission) (Continued from a Previous Meeting) 2. ZC-17-047 - (CD-ALL) - City of Fort Worth Planning & Development Department: Text Amendment: Amend Mixed Use "MU-1" and "MU-2" District Standards and Repeal "MU-1G" and "MU-2G"; An Ordinance Amending the Zoning Ordinance of the City of Fort Worth, being Ordinance No. 13896, as Amended, Codified as Appendix "A" of the Code of the City of Fort Worth, by amending Article 13 "Form Based Districts", of Chapter 4, "District Regulations" to:

Amend Sections 4.1300 'Low Intensity Mixed-Use ("MU-1") District' and 4.1302 High Intensity Mixed-Use ("MU-2") District in their entirety, revising development standards; Repeal Sections 4.1301 Low Intensity Greenfield Mixed-Use ("MU-1G") District and 4.1303 High Intensity Greenfield Mixed-Use ("MU-2G") District in their entirety and reserving the section number; Amend Section 4.1200 "Form Based Districts Code Use Table" to revise certain uses for "MU-1" and "MU-2" and to delete the columns for "MU-1G" and "MU-2G"; Amend Section 4.100 "Districts Established" to remove "MU-1G" and "MU-2G"; Amend Chapter 5, Article I to add Section 5.147 "Bars and Taverns"; Amend Chapter 9, "Definitions" to add definition for "cottage industry"; and Amend Section 6.300, "Bufferyard and Supplemental Building Setback" of Chapter 6 "Development Standards" to reflect applicable standards for the revised "MU-1" and "MU-2" Districts

To review the proposed amendments: http://fortworthtexas.gov/zoning/cases (Recommended for Approval by the Zoning Commission) (Continued from a Previous Meeting) 3. ZC-17-073 - (CD 8) - James Austin, 3220 Mitchell Boulevard; From: "B" Two-Family and "E" Neighborhood Commercial To: PD/E Planned Development for all uses in "E" Neighborhood Commercial plus auto parts store; site plan included (Recommended for Denial by the Zoning Commission) 4. ZC-17-088 - (CD 5) - T Square Investments, LLC, 1600 T Square Street; From: "G" Intensive Commercial To: "R2" Townhouse/Cluster (Recommended for Denial by the Zoning Commission)(Continued from a Previous Meeting) 5. ZC-17-091 - (CD 7) - UV Towne Crossing LP, 9001 & 9101 Tehama Ridge Parkway; From: "C" Medium Density Multifamily and "G" Intensive Commercial To: PD/G Planned Development for all uses in "G" Intensive Commercial plus mini warehouse; site plan included (Recommended for Approval by the Zoning Commission) (Continued form a Previous Meeting) 6. SP-17-008 - (CD 9) - Calvary Cathedral International, 1701 Oakhurst Scenic Drive; From: PD 586 "PD/SU" Planned Development/Specific Use for church related activities and signs that exceed the maximum height allowed in the "CF" Community Facilities District; site plan required. To: Amend PD 586 site plan to add/remove light poles and add additional signage (Recommended for Approval by the Zoning Commission) 7. SP-17-010 - (CD 6) - Chisholm Summer Creek, LLC, 9100-9400 blocks Summer Creek Drive; From: PD 971 "PD/D" Planned Development for all uses in "D" High Density Multifamily with a maximum of 24 units per acre; site plan required. To: Provide required site plan for PD 971 for multifamily (Recommended for Approval by the Zoning Commission)(Continued from a Previous Meeting)

6 of 11 8. ZC-17-080A - (CD 9) - City of Fort Worth Planning & Development, 2500 Wabash Avenue and 2565 Rogers Avenue; From: "B" Two-Family with TCU Residential Overlay To: PD/A-5 Planned Development for all uses in "A-5" One-Family plus for 2500 Wabash: maximum two 2 bedroom units and four 1 bedroom units in two structures; 2565 Rogers: maximum six 1 bedroom units in two structures; site plan required for new construction on both properties with a maximum of eight unrelated persons on each property/TCU Residential Overlay (Recommended for Approval as Amended by the Zoning Commission to include a maximum of eight unrelated persons on each property) 9. ZC-17-086 - (CD 7) - Vann Cattle Yards, Inc., 11300-11450 Highway 287; From: "A-5" One-Family and "E" Neighborhood Commercial To: "A-5" One-Family and "D" High Density Multifamily (Recommended for Approval by the Zoning Commission) 10. ZC-17-092 - (CD 7) - BOA Sorte, LP ET AL. 9000-9900 blocks Park Drive, 8900-9300 Boat Club Road, 10101, 10125, 10151, 10159 Saginaw; From: "AG" Agricultural, "E" Neighborhood Commercial and "I" Light Industrial To: PD/A-5 Planned Development for all uses in "A-5" One-Family with development standards related to lot sizes and lot coverage; site plan waiver recommended and "E" Neighborhood Commercial (Recommended for Approval as Amended by the Zoning Commission with a maximum of 2,500 units and a 100 ft. landscape buffer along the industrial zoning to the east)(Continued from a Previous Meeting) 11. ZC-17-094 - (CD 7) - West River Partners & multiple owners, 204-228 Athenia Drive, 129-217 S. Roberts Cut-Off Road, 5200 Deavers Lane; From: "B" Two-Family and "CF" Community Facilities To: "UR" urban Residential (Recommended for Approval by the Zoning Commission) 12. SP-17-011 - (CD 9) - Legend Bank NA, 1801 E. Northside Drive; From: PD 399 PD/D Planned Development for all uses in "D" High Density Multifamily; site plan approved To: Amend PD site plan to reduce total buildings and allow two 5-story multifamily buildings (Recommended for Approval by the Zoning Commission) 13. ZC-17-099 - (CD 3) - Bellfast Glen Investments, LLC, 6000 Malvey Avenue; From: "B" Two-Family To: "C" Medium Density Multifamily (Recommended for Approval by the Zoning Commission) 14. ZC-17-101 - (CD 2) - Hayco Realty Co., Ltd., 6000 Cromwell Marine Creek Road; From: "A-5" One-Family and "E" Neighborhood Commercial To: "A-5" One-Family (Recommended for Approval by the Zoning Commission) 15. ZC-17-102 - (CD 4) - City of Fort Worth Property Management, 8755 and 8795 Old Denton Road; From: "AG" Agricultural To: "E" Neighborhood Commercial (Recommended for Approval by the Zoning Commission) 16. ZC-17-103 - (CD 7) - Paul Hicks, 528 & 529 Athenia Drive; From: "B" Two-Family To: "UR" Urban Residential (Recommended for Denial by the Zoning Commission) 17. ZC-17-104 - (CD 3) - FW Independent School District, 3060 Overton Park Drive West; From: "A-5" One-Family To: "CF" Community Facilities (Recommended for Approval by the Zoning Commission) 18. ZC-17-105 - (CD 3) - TCRG Opportunity XIV, LLC, 6000 West Freeway; From: "B" Two-Family and "CR" Low Density Multifamily To: "E" Neighborhood Commercial (Recommended for Approval by the Zoning Commission) 19. ZC-17-109 - (CD 5) - Two Ponds Inc., 7429 Randol Mill Road; From: PD 707 "PD/SU" Planned Development/Specific Use for clothing/wearing apparel sales, new; recreational vehicle (RV) park for events only; restaurant, cafe, cafeteria; stable, commercial, riding, 7 of 11 boarding or rodeo arena; saddle or harness repair or sales, feed store, no processing/milling; one dwelling unit when part of a business. To be developed under the "E" Neighborhood Commercial development standards; site plan required. To: "A-5" One-Family (Recommended for Denial by the Zoning Commission) 20. ZC-17-110 - (CD 2) - Pedro Acevedo, 3700 block N. Main Street; From: "FR" General Commercial Restricted To: PD/FR Planned Development for all uses in "FR" General Commercial Restricted plus food manufacturing and distribution; site plan included (Recommended for Approval by the Zoning Commission) 21. ZC-17-111 - (CD 9) - Stephen & Judy Robinson, 2420 N. College Avenue; From: "A- 5/DD" One-Family/Demolition Delay To: "A-5/HC" One-Family/Historic & Cultural Overlay (Recommended for Approval by the Zoning Commission) 22. ZC-17-113 - (CD 9) - City of Fort Worth/Petition for the 2600 block Stadium Drive, 2600 block (evens) Stadium Drive; From: "B" Two-Family with TCU Residential Overlay To: "A-5" One-Family with TCU Residential Overlay (Recommended for Approval by the Zoning Commission)

XV. REPORT OF THE CITY MANAGER A. Benefit Hearing - None

B. General 1. M&C G-19049 - Verify Completion of Rehabilitation Projects for Historic and Cultural Landmark Properties Located at 1709 S. Adams Street and 1956 Alston Avenue and Declare Said Properties to be Entitled to a Historic Site Tax Exemption (COUNCIL DISTRICT 9) 2. M&C G-19050 - Approve Applications for Partial Approval of the Historic Site Tax Exemption for 1001 Bryan Avenue, 2111 Hurley Avenue, 2227 5th Avenue, 2115 Weatherbee Street, 921 E. Terrell Avenue, 1145 Mistletoe Drive, 1921 5th Avenue, 2717 Avenue B, 2314 Lipscomb Street and 2601 Hartwood Drive (COUNCIL DISTRICTS 3, 8, and 9) 3. M&C G-19051 - Authorize Execution of Memorandum of Understanding Between the City of Fort Worth, Walton Development & Management TX, LLC, and WM Sub CTR, LP, Outlining the General Scope and Funding Agreement for Brewer Road (COUNCIL DISTRICT 6) 4. M&C G-19052 - Adopt Resolution Amending the Policy for the Urban Village Storefront/Façade Improvement Program by Changing the Eligible Project Boundary to Include Projects Located Along Commercial Corridors Within One Half Mile of the Designated Urban Villages and in a Community Development Block Grant Eligible Area (COUNCIL DISTRICTS 2, 5, 8 and 9) 5. M&C G-19053 - Authorize Acceptance of a Monetary Donation to Support the Annual Department of Public Safety Memorial Ride in the Amount of $1,500.00 from Linebarger Goggan Blair & Sampson, LLP and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) 6. M&C G-19054 - Adopt Ordinance Temporarily Increasing the Number of

8 of 11 Authorized Positions in the Classification of Police Officer in the Police Department by Twenty, Thereby Increasing the Total Number of Authorized Civil Service Positions by Twenty (ALL COUNCIL DISTRICTS) 7. M&C G-19055 - Authorize Acceptance of a Monetary Donation in the Amount of $4,250.00 for the Purchase of Officer-Safety Items from The Church on Rush Creek and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) 8. M&C G-19056 - Conduct Public Hearing and Approve the City's 2017-2018 Action Plan for the Use of Federal Grant Funds in the Amount of $10,778,461.00 to be Awarded by the United States Department of Housing and Urban Development from the Community Development Block Grant, HOME Investment Partnerships Program, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS Grant Programs, Authorize Collection and Use of Program Income, Authorize Waiver of Application of Indirect Cost Rates, Authorize Execution of Related Contracts and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) (PUBLIC HEARING) a. Report of City Staff b. Citizen Presentations c. Council Action

9. M&C G-19057 - Conduct Public Hearing on the Application by THF Casa, LP, an Affiliate of Texas Housing Foundation, to the Texas Department of Housing and Community Affairs for Non- Competitive Housing Tax Credits for the Proposed Acquisition and Rehabilitation of Casa, Inc., a Multifamily Development Located at 3201 Sondra Drive and Adopt Resolution of No Objection to the Application (COUNCIL DISTRICT 9) (PUBLIC HEARING) a. Report of City Staff b. Citizen Presentations c. Council Action

C. Purchase of Equipment, Materials, and Services 1. M&C P-12079 - Authorize Purchase of Six Peterbilt Trucks from Rush Truck Centers of Texas L.P., in an Amount Up to $900,900.00, Using BuyBoard Cooperative Purchasing Agreement Through the Property Management Department (ALL COUNCIL DISTRICTS)

D. Land - None

E. Planning & Zoning - None

F. Award of Contract 1. M&C C-28307 - Authorize Execution of a Five-Year Tax Abatement Agreement 9 of 11 with Spiwe Vale for the Construction of a Single-Family Dwelling Located at 1212 E. Powell Avenue in the Evans and Rosedale Neighborhood Empowerment Zone (COUNCIL DISTRICT 8) 2. M&C C-28308 - Authorize Execution of a Five-Year Tax Abatement Agreement with Enrique Munoz Jr. and Nubia Jennifer Munoz for the Construction of a Single-Family Dwelling Located at 3018 Avenue H in the Polytechnic/Wesleyan Neighborhood Empowerment Zone (COUNCIL DISTRICT 8) 3. M&C C-28309 - Authorize Execution of a Five-Year Tax Abatement Agreement with Mario Villegas and Genoveva Pinzon for the Rehabilitation of a Single-Family Dwelling Located at 3700 Avenue I in the Polytechnic/Wesleyan Neighborhood Empowerment Zone (COUNCIL DISTRICT 8) 4. M&C C-28310 - Authorize Execution of a Five-Year Tax Abatement Agreement with Beatriz Gutierrez for the Construction of a Single-Family Dwelling Located at 5705 Fletcher Avenue in the Como/Sunset Heights Neighborhood Empowerment Zone (COUNCIL DISTRICT 3) 5. M&C C-28311 - Authorize Execution of a Five-Year Tax Abatement Agreement with Jose R. Rodriguez for the Construction of a Single-Family Dwelling Located at 904 N. Riverside Drive in the Six Points Neighborhood Empowerment Zone (COUNCIL DISTRICT 4) 6. M&C C-28312 - Authorize Execution of a Contract with ARK Contracting Services, LLC, in the Amount of $3,550,091.00 for 2014 Capital Improvement Project Year 3 Contract No. 6, Combined Street Paving Improvements and Water and Sanitary Sewer Main Replacements With a Total Project Amount of $4,213,404.00 and Adopt Reimbursement Resolution (2014 BOND PROGRAM) (COUNCIL DISTRICTS 5 and 7) 7. M&C C-28313 - Authorize Execution of a Contract with Stabile and Winn, Inc. in the Amount of $2,835,968.90 for 2014 Capital Improvement Project Year 3 Contract No. 3, Combined Street Paving Improvements and Water and Sanitary Sewer Main Replacements with a Total Project Amount of $3,382,871.00 and Adopt Reimbursement Resolution (2014 BOND PROGRAM) (COUNCIL DISTRICT 2) 8. M&C C-28314 - Authorize Execution of a Contract with Woody Contractors, Inc. in the Amount of $2,441,080.95 for 2014 CIP Year 3 Contract No. 8, Combined Street Paving Improvements and Water and Sanitary Sewer Main Replacements with a Total Project Amount of $2,904,310.00 and Adopt Reimbursement Resolution (2014 BOND PROGRAM) (COUNCIL DISTRICTS 4 and 8) 9. M&C C-28315 - Authorize the Execution of a Reimbursement Agreement with Energy Transfer Fuel, LP for the Relocation of a Natural Gas Pipeline in an Amount Not-to-Exceed $2,595,000.00 for the Blue Mound Road - US 287 to Willow Springs Road Improvement Project (2014 BOND PROGRAM) (COUNCIL DISTRICT 7) 10 of 11 10. M&C C-28316 - Authorize Acceptance of Funds from CENTEX Homes, Inc., in the Amount of $738,300.00 to Provide Construction Costs for Northside IV 24-Inch Water Transmission Main Along Bowman Roberts Road from Santa Gertrudis Street to Haltom Bailey Boswell Road, Authorize Execution of a Contract with Condie Construction Company, Inc., in the Amount of $4,859,595.00 for Northside IV 24-Inch Water Transmission Main Along Bowman Roberts Road from Santa Gertrudis Street to Haltom Bailey Boswell Road, Provide for Project Costs, Testing and Contingencies for a Total Project Amount of $5,383,395.00, Adopt Resolution Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt and Adopt Appropriation Ordinances (COUNCIL DISTRICT 7) 11. M&C C-28317 - Authorize Engineering Agreement with Freese & Nichols Inc., in the Amount of $1,809,500.00 for the Process Evaluation and Engineering Design of the Thickening Facilities at the Village Creek Water Reclamation Facility, Provide for Additional Project Costs for a Total of $2,109,500.00, Adopt Resolution Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt and Adopt Appropriation Ordinance (COUNCIL DISTRICT 5)

XVI. CITIZEN PRESENTATIONS

XVII. EXECUTIVE SESSION (CITY COUNCIL CONFERENCE ROOM, CITY HALL, ROOM

290) - SEE ATTACHMENT B

XVIII. ADJOURNMENT

According to the City Council Rules of Procedures, individual citizen presentations shall be limited to three minutes, and group presentations shall be limited to ten minutes. At the Mayor’s discretion, time limits may be reasonably extended.

Fort Worth Council Chamber, is wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need accommodations, auxiliary aids, or services such as interpreters, readers, or large print are requested to contact the City’s ADA Coordinator at (817) 392-8552 or e- mail [email protected] at least 48 hours prior to the meeting so that appropriate arrangements can be made. If the City does not receive notification at least 48 hours prior to the meeting, the City will make a reasonable attempt to provide the necessary accommodations.

11 of 11 ATTACHMENT B EXECUTIVE SESSION CITY COUNCIL CONFERENCE ROOM CITY HALL, ROOM 290 Tuesday, August 1, 2017

A. The City Council will conduct a closed meeting in order to discuss matters permitted by the following sections of Chapter 551 of the Texas Government Code:

CITY ATTORNEY

1. Section 551.071, CONSULTATION WITH ATTORNEY

CITY MANAGER

1. Section 551.072, DELIBERATIONS REGARDING REAL PROPERTY

Deliberate the purchase, sale, lease or value of real property where deliberation in an open meeting would have a detrimental effect on the position of the City in negotiations with a third party.

2. Section 551.087, DELIBERATIONS REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS

Deliberate the commercial or financial information or the offer of a financial or other incentive to a business prospect.

FORT WORTH HOUSING FINANCE CORPORATION

Tuesday, August 1, 2017 2:00 P.M. City Council Conference Room, City Hall, Room 290 200 Texas Street Fort Worth, Texas 76102

Board of Directors

Kelly Allen Gray, Vice President Dennis Shingleton, Director Jungus Jordan, Director Gyna M. Bivens, Secretary Ann Zadeh, Director Betsy Price, Director Carlos Flores, Director Cary Moon, Director Brian Byrd, Director

City Staff Fernando Costa, Assistant City Manager Vicki S. Ganske, Senior Assistant City Attorney

1. Call to Order – Kelly Allen Gray, Vice President

2. Approval of Minutes from the Meeting Held on June 20, 2017 – Kelly Allen Gray, Vice President

3. Election of Officers – Fernando Costa, General Manager a. President b. Vice President c. Secretary d. Treasurer

4. Written Reports a. Unaudited Financial Reports through June 30, 2017

5. Consider and Adopt Resolution Approving the Budget for the 2017-2018 Fiscal Year– Aubrey Thagard, Assistant General Manager

6. Consider and Adopt Resolution Authorizing Transfer of Certain Funds Among the Corporation’s Accounts at JPMorgan Chase Bank, N.A. – Aubrey Thagard, Assistant General Manager

a. Transfer the Current Balance of $5.2 Million from the Corporation’s Savings Account into a 12 Month Certificate of Deposit; and b. Transfer $4,571,329 from the Corporation’s Checking Account into its Savings Account.

Page 1 of 2

7. Executive Session: The Fort Worth Housing Finance Corporation will conduct a closed meeting to:

a. Seek the advice of its attorneys concerning the following items that are exempt from public disclosure under Article X, Section 9 of the Texas State Bar Rules, as authorized by Section 551.071 of the Texas Government Code: (i) legal issues concerning any current agenda item; and

b. Discuss the purchase, sale, lease or value of real property, as authorized by Section 551.072 of the Texas Government Code. Deliberation in an open meeting would have a detrimental effect on the position of the Corporation in negotiations with a third party; and

c. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code.

8. Requests for Future Agenda Items – President

9. Adjourn – President

City Council Conference Room is wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need accommodations, auxiliary aids, or services such as interpreters, readers, or large print are requested to contact the City’s ADA Coordinator at (817) 392-8552 or e-mail at [email protected] 48 hours prior to the meeting so that appropriate arrangements can be made. If the City does not receive notification at least 48 hours prior to the meeting, the City will make a reasonable attempt to provide the necessary accommodations.

Fort Worth, Sala del Consejo esta accesible para silla de ruedas. Se solicita a las personas con discapacidades que planean asistir a esta reunión y que necesitan acomodaciones, ayudas auxiliares o servicios tales como intérpretes, lectores o impresiones con letra grande, que se comuniquen con el Coordinador de la Asociación Americana de Discapacitados (ADA) de la Ciudad llamando al teléfono (817) 392-8552 o por correo electrónico a [email protected] por lo menos 48 horas antes de la reunión, de modo que puedan hacerse los arreglos adecuados. Si la Municipalidad no recibe una notificación por lo menos 48 horas antes de la reunión, ésta hará un intento razonable para proporcionar las acomodaciones necesarias.

Page 2 of 2

CITY OF FORT WORTH, TEXAS FORT WORTH HOUSING FINANCE CORPORATION TUESDAY, JUNE 20, 2017

Present:

President Salvador Espino Vice President Kelly Allen Gray Director Betsy Price (Arrived at 1:25 p.m.) Director Brian Byrd (Arrived at 1:08 p.m.) Director Cary Moon Director Dennis Shingleton Director Ann Zadeh

Absent:

Director Gyna Bivens Director Jungus Jordan

1. Call to Order

With a quorum present, President Espino called the meeting to order for the Board of Directors of the Fort Worth Housing Finance Corporation (Corporation) at 1:05 p.m. on Tuesday, June 20, 2017, in the Pre-Council Chamber of the Fort Worth Municipal Building, 200 Texas Street, Fort Worth, Texas.

2. Approval of Minutes from the Meeting Held on March 7, 2017

Motion was made by Director Allen Gray and seconded by Director Moon to approve the March 7, 2017, minutes of the Corporation as presented. The motion passed 5-0. (Directors Price, Bivens, Byrd and Jordan absent.)

3. Written Reports

a. Annual Audited Financial Statements as of September 30, 2016 b. Annual Letter from Auditors to Board of Directors c. Unaudited Financial Reports through May 31, 2017 d. Property Sales Report

President Espino referenced the written report and opened the floor for discussion on the report. There was no discussion on this item.

4. Consider and Adopt Resolutions for the Terrell Heights Single Family Infill Development in the Historic Southside Neighborhood and for the Lee Avenue Single Family Infill Development in the Northside Neighborhood

CITY OF FORT WORTH, TEXAS FORT WORTH HOUSING FINANCE CORPORATION TUESDAY, JUNE 20, 2017 PAGE 2 of 3

Ms. Avis Chaisson, Administrator, provided a PowerPoint presentation titled, “Approve Funding for the Terrell Heights and Lee Avenue Single Family Infill Developments and Approve Related Actions”.

a. Resolution Approving $570,000.00 for the Terrell Heights Single Family Infill Development; b. Resolution Approving an Additional $470,000.00 for the Lee Avenue Single Family Infill Development; c. Resolution Ratifying the Purchase of 406 W. Central Avenue for the Lee Avenue Single Family Infill Development, and d. Resolution Authorizing a Contract with Fort Worth Area Habitat for Humanity, Inc., d/b/a Trinity Habitat for Humanity, or an Affiliate, to Act as General Contractor for the Construction of the Houses for the Terrell Heights Single Family Infill and Lee Avenue Single Family Infill Developments.

Mr. Gage Yeager, Trinity Habitat Executive Director, provided additional background information on the project.

Director Shingleton made a motion, seconded by Director Allen Gray to approve Resolution No. FWHFC-2017-02, Approving $570,000.00 for the Terrell Heights Single Family Infill Development; Resolution No. FWHFC-2017-03, Approving an Additional $470,000.00 for the Lee Avenue Single Family Infill Development; Resolution No. FWHFC-2017-04, Ratifying the Purchase of 406 W. Central Avenue for the Lee Avenue Single Family Infill Development; and Resolution No. FWHFC-2017-05, Authorizing a Contract with Fort Worth Area Habitat for Humanity, Inc., d/b/a Trinity Habitat for Humanity, or an Affiliate, to Act as General Contractor for the Construction of the Houses for the Terrell Heights Single Family Infill and Lee Avenue Single Family Infill Developments. The motion carried 5-2 (Directors Byrd and Moon dissenting; Directors Bivens and Jordan absent.)

5. Executive Session

President Espino stated that he had been advised that an executive session was not necessary on the following items:

CITY OF FORT WORTH, TEXAS FORT WORTH HOUSING FINANCE CORPORATION TUESDAY, JUNE 20, 2017 PAGE 3 of 3

c. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code.

6. Request for Future Agenda Items

President Espino requested an update to the Housing 101 presentation.

7. Adjourn

With no further discussion, President Espino adjourned the meeting of the Fort Worth Housing Finance Corporation at 1:59 p.m. on Tuesday, June 20, 2017.

These minutes approved by the Fort Worth Housing Finance Corporation Board of Directors on the ____ day of ____, 2017.

APPROVED:

Salvador Espino President

Gyna M. Bivens Secretary

ATTEST:

Mary J. Kayser City Secretary FORT WORTH HOUSING FINANCE CORPORATION BALANCE SHEET AS ON JUNE 30, 2017 (UNAUDITED)

ASSETS GASB34

Cash, Cash Equivalents and Investments

Cash at Bank- JP Morgan Chase - Checking 5,450,655 Restricted cash, cash equivalents & investments - JP Morgan Chase 5,294,510 10,745,165 Other Assets Prepaid (NALHFA and D&O) 2,649 Loans receivable - Columbia 700,000 Accounts Receivable - Other 2,571,476 (7) Allowance - Accounts Receivable (2,571,476) (8) Accounts Receivable - FWHS 1,521 Grant Receivable - City (HOME Grant) 61,024 (5) Accounts Receivable - Developer fees & Interest 1,727,279 Equity contribution - Mercantile 51 Gas Lease Receivable - Properties leased back to Partnerships for MF Projects - (1) 16,854,969 Construction In Progress - Lee Street 112,312 (2) Construction In Progress - HFC Terrell 267,638 (2) Land - Airporter Project 2,154,177 Inventory - Held for sale 2,336,101 (2) 7,362,752 Total Assets $ 18,107,917 LIABILITIES & FUND BALANCE Liabilities Accounts payable $ 23,517 Escrow 1,052 Voucher payable - Unearned Revenue - 16,633,366 Retainage payable 3,383 Unavalable Revenue 1,783,540 (7) Note Payable to CFW - CDBG 2,154,177 Note Payable to CFW - HFC Terrell 192,151 Payable to CFW - Appropriation from Rental Rehab Rev.(for VOE) 615,000 (6) 4,772,820 Total Liabilities $ 4,772,820 Fund Balances Restricted for corpus 5,294,510 Represented by AR - Columbia 700,000 Represented by reserve account - operating deficits VOE 300,000 (3) Lee Avenue SF construction 347,156 Salary Transfer to G. Fund per Budget 114,709 Consultant Fees 42,690 Represented by land & properties 2,716,051 Unrestricted 3,819,981 (4) Total Fund Balance 13,335,096

Total Liabilities & Fund Balance $ 18,107,917

Notes: (1) Properties leased back to Partnerships (Race, Terrell, Angle, Enclave, Reserve at Quebec, Mercantile & Broadmoor) (2) Cost of properties includes certain properties received as gift for which fair market value as on date of gift was included as cost. It also includes properties assigned to HFC and Construction in progress. (3) FWHFC Board has approved a reserve fund of $300,000.00 till August 8, 2018 for operating deficits for VOE. (4) Grants/endowments/gifts and other appropriations received and used to acquire properties or for operating expenditure forms part of the unrestricted equity balance along with surplus / loss from operations and interest income from investments. (5) Grant receivable represents the balance of expenses to be reimbursed by the City from the HOME grant for the Terrell Project. (6) Villas of Eastwood needed gap financing in the amount of $615,000.00 and the City approved a loan to FWHFC (M&C C-19047) FWHFC received the funds from the City and advanced to Villas of Eastwood. (7) Developer fees receivable, Loan-Willie Roberson, Investment at Villas (8) Allowance for accounts receivable not earned. FORT WORTH HOUSING FINANCE CORPORATION REVENUES AND EXPENDITURES FOR PERIOD (9 MONTHS) ENDING JUNE 30, 2017 (UNAUDITED)

Revenues GASB34 Interest earned on investments $ 4,266 Grant Revenue - 221,603 Developer Fee interest 165,103 Developer Fee 805,378 Project closing Fee 7,500 Revenue Land/Home sales 2,550 Loan Repayment Willie Roberson 533 Gas lease bonus - Gas lease royalties 19,019 GC- Management Fee - Other Income 31,004 Misc. revenue 3,161 Total Revenues $ 1,038,514

Expenditures Postage $ 51 Permit Fees and Public Notice - Legal Fees 2,515 Columbia - Engineering Services - Conference/ Travel and seminars 7,270 Office Supplies 38 Other expenses 102 Professional Fees 18,250 Liability, D&O insurance 5,421 Electricity 500 Water and waste Disp 1,344 Dues and membership 3,396 Consultant fees 32,310 Contractual services 34,217 Training 150 Transfer to City - Salary expenses - Property Tax 47 Total Expenditures $ 105,612

Excess of Revenues over (under) Expenditures 932,902

Other Financing Sources (Uses) Transfers out - City (344,130) Transfers in infill - Total Other Financing Sources (Uses) (344,130)

Excess of Revenues over (under) Expenditures and Other Financing sources 588,772 Prior year adjustments Fund Balances (Deficit), beginning of the period 12,746,324 Fund Balances (Deficit), at the end of the period 13,335,096 FORT WORTH HOUSING FINANCE CORPORATION DETAILS OF PROPERTIES HELD FOR SALE AS ON JUNE 30, 2017

SQ# Address Status Date of Value Tax Fees Other Constn.Exp Donated Total Acqusition Paid Paid paid Exp Capitilized Capitalized Value Value GASB 34

NORTHSIDE (District 2) 1 2607 Clinton L 01/07/03 3,215.00 100.00 3,315.00 2 1402 Lee Avenue UC 7/14/2014 21,023.45 2,899.56 800.75 1,000.00 41,781.17 67,504.93 3 1404 Lee Avenue UC 6/12/2014 24,957.03 3,309.03 823.75 1,000.00 25,282.50 55,372.31 4 1419 & 1421 Lee Avenue UC 7/14/2014 59,448.45 10,681.22 1,131.75 3,000.00 31,390.79 105,652.21 5 406 W. Central Lots 1&2 L 4/15/2016 9,640.40 11,040.70 709.45 7,250.00 1,607.25 30,247.80 District 4

SOUTHEAST (District 5) 6 5250 Wonder Dr. & 5240 Wooten L 05/01/10 631,757.18 631,757.18 (Granbury Hills) 7 5220 Anderson St. L 04/13/04 1,296.00 100.00 1,396.00 8 5300 Anderson St. L 01/07/03 1,762.00 100.00 1,862.00 9 E. Berry St L 10/10/00 28,265.70 28,265.70 10 E.Berry St L 10/10/00 7,023.60 7,023.60 11 4700 E.Berry St L 05/19/00 6,600.00 6,600.00 12 4700 E Berry St L 05/19/00 479.21 479.21 13 1604 Birdell L 09/01/05 1,201.48 205.33 2,500.00 3,906.81 14 2803 Mount Horum Way L 01/07/03 1,116.00 100.00 1,216.00 15 2805 Mount Horum way L 01/07/03 1,537.00 100.00 1,637.00 16 5151 Charlene St. L 05/19/00 582.15 35.06 2,000.00 2,617.21 17 5175 Charlene St. L 02/28/03 1,176.00 100.00 1,276.00 18 5328 Cottey L 07/05/02 2,717.77 73.53 2,791.30 19 5400 Cottey L 01/12/04 5,232.04 10.87 5,242.91 20 5401 Cottey L 12/20/06 4,650.48 4,650.48 21 5402 Cottey L 01/12/04 5,232.04 10.87 5,242.91 22 2808 Dillard L 04/13/04 544.32 100.00 644.32 23 3012 Dillard L 04/13/04 1,587.00 100.00 1,687.00 24 3101 Esatcrest Ct. L 06/15/01 2,859.02 96.96 2,955.98 25 3109 Eastcrest Ct. L 06/15/01 2,859.02 96.96 2,955.98 26 3133 Eastcrest Ct. L 06/15/01 2,859.02 96.96 2,955.98 27 3137 Eastcrest Ct. L 06/15/01 2,859.02 96.96 2,955.98 28 2600 Marlin L 04/13/04 606.00 100.00 706.00 29 2709 Marlin L 04/13/04 1,081.00 100.00 1,181.00 30 5300 Pinson L 01/06/04 4,600.00 4,600.00 31 4913 Ramey L 07/05/02 1,582.91 43.59 2,500.00 4,126.50 32 3412 Stalcup L 06/04/99 852.00 100.00 952.00 33 2732 Stalcup L 06/04/99 3,202.00 100.00 3,302.00 34 5217 Turner L 08/06/99 3,588.25 70.60 3,658.85 35 5401 Turner L 04/13/04 3,113.00 100.00 3,213.00 36 Wills Point Ct. L 07/05/02 1,651.37 39.76 2,000.00 3,691.13 37 2514 Wills Point Ct. L 04/13/04 508.00 100.00 608.00 38 2929 Burger L 12/20/06 4,650.50 4,650.50 39 2933 Burger L 12/20/06 4,650.50 4,650.50 40 2510 Sheraton L 03/04/08 6,100.00 552.71 1.00 6,653.71 41 2512 Sheraton L 03/04/08 5,000.00 552.71 1.00 5,553.71 42 2514 Sheraton L 03/04/08 5,600.00 552.71 1.00 6,153.71 43 2516 Sheraton L 03/04/08 5,000.00 552.71 1.00 5,553.71 44 2518 Sheraton L 03/04/08 3,300.00 552.71 1.00 3,853.71 45 3104 Sirron L 01/01/01 - 0.00 46 1708 Talton L 03/04/08 6,100.00 337.48 1.00 6,438.48 47 1704 Colvin L 03/04/08 3,000.00 95.44 1.00 3,096.44 48 5600 Bong L 05/10/08 3,000.00 48.95 573.05 3,622.00 SQ# Address Status Date of Value Tax Fees Other Constn.Exp Donated Total Acqusition Paid Paid paid Exp Capitilized Capitalized Value Value GASB 34 District 6 COMO (District 7) 49 5826 Farnsworth L 04/28/04 2,678.52 28.05 2,706.57 50 5908 Fletcher L 04/28/04 2,678.52 28.05 2,706.57 51 5425 Geddes L 04/28/04 2,678.52 28.05 2,706.57 52 5336 Goodman L 04/28/04 2,678.52 28.05 2,706.57 53 5438 Goodman L 04/28/04 2,678.52 28.05 2,706.57 54 5515 Goodman L 04/28/04 2,678.52 91.41 2,769.93 55 5407 Kilpatrick L 04/28/04 2,678.52 34.62 2,713.14 56 5716 Wellesley L 04/28/04 2,678.52 2,678.52 57 5720 Wellesley L 04/28/04 2,678.52 2,678.52

MITCHEL BLVD (District 8) 58 2705 Berryhill Dr. L 04/14/04 1,031.00 100.00 1,131.00

NEAR SOUTHEAST (District 8) 59 1346 E. Jefferson L 06/02/97 600.00 100.00 700.00 60 953 E. Powell L 05/05/01 2,694.40 2,694.40 61 2651 Belzise Ter L 11/12/07 4,250.00 47.27 352.50 4,649.77 62 1401 Illinois Ave L 11/12/07 4,250.00 47.27 352.50 4,649.77 TWU (District 8) 63 2710 Ave. C L 03/12/99 4,760.32 24.33 4,784.65

OTHER(District 8) 64 2709 Ash Crescent St L 06/05/07 3,900.00 3.50 3,903.50 65 2712 Ash Crescent (exchange w/3321&3323 NW 33rd St) L 04/02/07 1,000.00 1,000.00 66 2713 Ash Crescent St L 06/05/07 2,600.00 3.50 2,603.50 67 2670 Ash Crescent St L 07/03/07 3,200.00 3.50 3,203.50 68 2771 Belzise L 07/03/07 2,700.00 3.50 2,703.50 69 2750 Ash Crecent St. L 08/24/07 4,000.00 48.95 561.00 4,609.94 70 2650 Ash Crecent St. L 08/07/07 3,000.00 7.00 3,007.00 71 2770 Ash Crecent St. L 09/29/07 4,100.00 4,100.00 72 2721 Belzise L 09/29/07 3,100.00 3,100.00 73 919 E. Maddox Ave. L 03/03/08 3,500.00 (6.40) 81.65 3,575.25 74 921 E. Humbolt L 09/30/08 3,000.00 3,000.00 75 1301 E. Cannon L 09/30/08 3,100.00 3,100.00 76 1405 & 1407 E Cannon St L 11/17/11 20,000.00 17.49 369.00 20,386.49 77 1115 E. Humbolt L 09/30/08 5,000.00 5,000.00

78 Evans Rosedale property (From the City) L conveyed 1,187,233.37 6,237.75 26,758.90 1,220,230.02

Assigned property (Cartermetro) TAD Appraised 79 1118 E. Tucker APL 09/18/08 501.95 1,500.00 2,001.95 80 1139 E. Cannon St APL 09/18/08 533.95 1,500.00 2,033.95 81 802 E. Magnolia APL 09/18/08 501.95 1,500.00 2,001.95 Assigned property (TCDC) Formerly Mitchel Dev. Corp. 82 2511 Mitchell Blvd APL 05/28/09 18,172.76 39,220.00 57,392.76 MF Projects 83 2901 Race Street LB 1/1/2011 0.00 1,110,000.00 135 Terrell Homes - 52 lots LB 12/07/11 0.00 560,000.00 136 4250 Old Decatur Road - Angle LB 01/01/14 0.00 2,040,000.00 142 Enclave at Westport - 6 lots LB 08/01/14 0.00 2,871,000.00 143 Reserve at Quebec-3101 NW Centre Dr LB 02/24/16 2,989,768.75 144 Mercantile Project - 3600 Tanacross Dr LB 09/29/16 4,634,200.00 145 2900 Broadmoor LB 11/01/16 2,650,000.00 146 904 E. Weatherford St - Airporter LB 2,154,176.95 HFC Terrell Properties 147 929 Humbolt L 10,744.09 8,344.65 19,088.74 148 978 E. Pulaski L 10,744.09 8,344.65 19,088.74 149 1000 E. Terrell L 10,744.09 8,344.65 19,088.74 150 926 Dashwood UC 10,744.09 8,344.65 155,937.60 175,026.34 151 969 E. Pulaski L 10,664.09 5,005.75 15,669.84 152 967 E. Humbolt L 11,331.34 8,344.65 19,675.99

Total 2,254,763.47 32,498.57 33,331.76 130,457.90 255,999.31 9,000.00 2,716,051.00 19,009,145.70 *LEGEND L -Land 80 UC-Under construction 4 UCH -With House 0 VH -Vacant Structure 0 LB -Leased back 64 APL-Assigned Property LAND 4 152 FORT WORTH HOUSING FINANCE CORPORATION

Details of property transactions as on June 30, 2017

Status Date Value Tax Fees Other Constn.Exp Donated Total Sold/ Paid Paid paid Exp Capitilized Capitalized Value Value GASB 34 Purchased Opening Balance (October 1st, 2016) 2,268,337.60 31,614.62 27,977.96 136,500.60 327,517.57 9,000.00 2,800,948.34 14,204,968.75 Add: Additions HFC Terrell Homes 918 Dashwood 49,231.92 49,231.92 926 Dashwood 49,800.73 49,800.73 - Evans Rosedale property 6,237.75 6,237.75 - Lee Ave. - 1402 Lee Ave. 1,000.00 1,000.00 1404 Lee Avenue 1,000.00 1,000.00 1419 & 1421 Lee Avenue 3,000.00 3,000.00 406 W. Central 7,250.00 7,250.00 - - HFC Leased back: - 2900 Broadmoor - - 2,650,000.00 - - HFC Airporter - 2,154,176.95 ------Total Additions 0.00 0.00 6,237.75 12,250.00 99,032.65 0.00 117,520.40 4,804,176.95 Less: Property Sold 0.00 804 Kentucky 2,700.00 2,700.00 918 Dashwood 10,543.18 12,194.65 176,979.91 199,717.74 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

0.00 Total cost of Properites sold 13,243.18 0.00 0.00 0.00 12,194.65 176,979.91 202,417.74 0 Add: Assigned property TAD Value

Total ------

Balance 2,255,094.42 31,614.62 34,215.71 148,750.60 414,355.57 -167,979.91 2,716,051.00 19,009,145.70 RESOLUTION NO. FWHFC-2017 -

FORT WORTH HOUSING FINANCE CORPORATION

A RESOLUTION APPROVING THE BUDGET FOR THE 2017-2018 FISCAL YEAR

WHEREAS, the Board of Directors of the Fort Worth Housing Finance Corporation (the “Board”), a Texas housing finance corporation (the “Corporation”), reviewed the attached budget proposed for the 2017-2018 fiscal year of the Corporation (the “Budget”) during the Corporation’s meeting on August 1, 2017; and

WHEREAS, the Board desires to adopt the Budget as presented for the Corporation’s 2017-2018 fiscal year.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION:

1. THAT the Board approves the attached Budget for the Corporation’s 2017-2018 fiscal year.

2. THAT this Resolution takes effect on the date of its adoption.

AND IT IS SO RESOLVED.

Adopted August 1, 2016.

FORT WORTH HOUSING FINANCE CORPORATION

By: ______, President

FORT WORTH HOUSING FINANCE CORPORATION Proposed Operating Budget 2017-18 October 1, 2017 through September 30, 2018

Revenues 2017-18___ Interest on Investments 86,752 Loan Repayment – W. Roberson 1,080 Land/Home Sales 50,000 Project Cash Flow – Terrell Homes, Race Street and Enclave 323,084 Developer Fees- Reserve at Quebec, Mercantile and Broadmoor 548,497 Affordable Housing Payments 159,000 Developer Fee Interest 20,778 Gas Lease/Royalties 40,000 Misc. Revenue 2,000 Total Revenues 1,231,191

Expenditures Transfer to City (Salaries) 483,674 Office Supplies 1,500 Postage 150 Conferences and Seminars 9,500 Electricity 1,200 Water and Waste Disposal 300 Dues and Membership 3,290 TALHFA Conference Hosting Costs 9,000 Gas Well Consultant 100 Printing 500 PSH Supportive Services – Reserve at Quebec, Mercantile and Airporter 123,000 Contractual Services 5,000 Legal Fees - General 10,000 HOME Program Match 157,017 Audit Fees - CohnReznick 16,875 Consultant Fees – Cavile (Carryover) 35,000 D&O Liability Insurance 3,000 Property Insurance 2,500 Mowing HFC Properties 50,300 Security Systems (HFC Houses) 600 Total Expenditures 912,506

Excess of Revenues over Expenditures 318,685

RESOLUTION NO. FWHFC-2017-

FORT WORTH HOUSING FINANCE CORPORATION

A RESOLUTION AUTHORIZING THE TRANSFER OF CERTAIN FUNDS AMONG THE CORPORATION’S ACCOUNTS AT JPMORGAN CHASE BANK, N.A.

WHEREAS, the City Council of the City of Fort Worth (“City”) has adopted development and revitalization of the City’s affordable housing stock as a strategic goal and City citizens and the City Council have determined that quality, accessible, affordable housing is needed for moderate, low and very low income City citizens;

WHEREAS, the City Council established the Fort Worth Housing Finance Corporation (the “Corporation”) in 1979 pursuant to Chapter 394, Texas Local Government Code, to facilitate housing initiatives in the City, including but not limited to issuing tax exempt bonds, developing and promoting housing, and assisting low to moderate income City citizens in acquiring quality, accessible, affordable housing through lending and construction activities;

WHEREAS, the Corporation has its corporate funds deposited in checking and savings accounts at JP Morgan Chase Bank, N.A. (“Chase Bank”), with approximately $5.4 million in its checking account and approximately $5.2 million in its savings account;

WHEREAS, all of the Corporation’s funds on deposit with Chase Bank are collateralized as required by Texas law and all investments of its funds comply with Texas law;

WHEREAS, Chase Bank has increased its interest rate on savings accounts and the Corporation can earn additional interest on a portion of its funds by purchasing a twelve month Certificate of Deposit;

WHEREAS, the Board of Directors (the “Board”) desires to authorize the transfer of certain funds among the Corporation’s accounts at Chase Bank, in order to earn additional interest income for the Corporation.

NOW THEREFORE, BE RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION:

1. THAT the Board authorizes the transfer of the balance of approximately $5.2 million in the Corporation’s savings account to be used to purchase a twelve month Certificate of Deposit with JP Morgan Chase Bank, N.A. (“Chase Bank”).

2. THAT the Board authorizes the transfer of $4,546,494 in the Corporation’s checking account into its savings account with Chase Bank.

3. THAT Fernando Costa, General Manager of the Corporation, or Aubrey Thagard, Assistant General Manager of the Corporation, or their respective duly appointed successors, are each authorized to take all actions required to effect this Resolution and to execute and deliver any related documents necessary to effect these transfers of the Corporation’s funds at Chase Bank, including purchasing a Certificate of Deposit and executing and delivering a Continuing Deposit Security Agreement with Chase Bank in order to collateralize the Certificate of Deposit.

3. THAT this Resolution takes effect on the date of its adoption.

AND IT IS SO RESOLVED.

Adopted August 1, 2017.

FORT WORTH HOUSING FINANCE CORPORATION

By: ______, President

Updated July 27, 2017

City of Fort Worth City Council Work Session Agenda Calendar

August 1, 2017 Monthly Zoning Meeting

Legislative and Intergovernmental Affairs Committee (cancelled) Housing and Neighborhood Services Committee (cancelled) 2:00 p.m. Fort Worth Housing Finance Corporation 3:00 p.m. City Council Work Session

Continued Items:  ZC–17-046 - (COUNCIL DISTRICT – ALL) – City of Fort Worth Planning & Development Department: Text Amendment: Amend Urban Residential "UR" District Standards; An Ordinance Amending the Zoning Ordinance of the City of Fort Worth, being Ordinance No. 13896, as Amended, Codified as Appendix "A" of the Code of the City of Fort Worth, by amending Section 4.713, Urban Residential "UR" District of Article 7 "Residential Districts", of Chapter 4, "District Regulations" to:  Revise in their entirety the development standards for the district To review the proposed amendment: http://fortworthtexas.gov/zoning/cases (Recommended for Approval by the Zoning Commission) (Continued from June 6, 2017 by Mayor Pro- Tem Shingleton)  ZC–17-047 - (COUNCIL DISTRICT – All) – City of Fort Worth Planning & Development Department: Text Amendment: Amend Mixed Use "MU-1" and "MU-2" District Standards and Repeal "MU-1G" and "MU-2G"; An Ordinance Amending the Zoning Ordinance of the City of Fort Worth, being Ordinance No. 13896, as Amended, Codified as Appendix "A" of the Code of the City of Fort Worth, by amending Article 13 "Form Based Districts", of Chapter 4, "District Regulations" to:

 Amend Sections 4.1300 'Low Intensity Mixed-Use ("MU-1") District' and 4.1302 High Intensity Mixed-Use ("MU-2") District in their entirety, revising development standards;  Repeal Sections 4.1301 Low Intensity Greenfield Mixed-Use ("MU-1G") District and 4.1303 High Intensity Greenfield Mixed-Use ("MU-2G") District in their entirety and reserving the section number;  Amend Section 4.1200 "Form Based Districts Code Use Table" to revise certain uses for "MU-1" and "MU-2" and to delete the columns for "MU-1G" and "MU-2G";  Amend Section 4.100 "Districts Established" to remove "MU-1G" and "MU-2G";  Amend Chapter 5, Article I to add Section 5.147 "Bars and Taverns";  Amend Chapter 9, "Definitions" to add definition for "cottage industry"; and  Amend Section 6.300, "Bufferyard and Supplemental Building Setback" of Chapter 6 "Development Standards" to reflect applicable standards for the revised "MU-1" and "MU-2" Districts To review the proposed amendments: http://fortworthtexas.gov/zoning/cases (Recommended for Approval by the Zoning Commission) (Continued from June 6, 2017 by Council Member Jordan) 7/27/2017 7:08:01 PM 1 Updated July 27, 2017

City of Fort Worth City Council Work Session Agenda Calendar

August 1, 2017 (continued)

 ZC-17-088 – (COUNCIL DISTRICT 5 – Gyna Bivens) - T Square Investments, LLC, 1600 T Square Street; From: "G" Intensive Commercial To: "R2" Townhouse/Cluster (Recommended for Denial by the Zoning Commission) (Continued from June 20, 2017 – Council Member Kelly Allen Gray)  ZC-17-091 – (COUNCIL DISTRICT 7 – Dennis Shingleton) - UV Towne Crossing LP, 9001 and 9101 Tehama Ridge Parkway; From: "C" Medium Density Multifamily and "G" Intensive Commercial To: PD/G Planned Development for all uses in "G" Intensive Commercial plus mini warehouse; site plan included (Recommended for Approval by the Zoning Commission) (Continued from June 20, 2017 by Mayor Pro-Tem Shingleton)  SP-17-010 – (COUNCIL DISTRICT 6 – Jungus Jordan) - Chisholm Summer Creek LLC, 9100-9400 blocks Summer Creek Drive; From: PD 971 "PD/D" Planned Development for all uses in "D" High Density Multifamily with a maximum of 24 units per acre; site plan required To: Provide required site plan for PD 971 for multifamily (Recommended for Approval by the Zoning Commission) (Continued from June 20, 2017 by Mayor Pro-Tem Shingleton)  ZC-17-092 - (COUNCIL DISTRICT 7 – Dennis Shingleton) - BOA Sorte, LP ET AL. 9000- 9900 blocks Park Drive, 8900-9300 Boat Club Road, 10101, 10125, 10151, 10159 Saginaw; From: "AG" Agricultural, "E" Neighborhood Commercial and "I" Light Industrial To: PD/A- 5 Planned Development for all uses in "A-5" One-Family with development standards related to lot sizes and lot coverage; site plan waiver recommended and "E" Neighborhood Commercial (Recommended for Approval as Amended by the Zoning Commission with a maximum of 2,500 units and a 100 ft. landscape buffer along the industrial zoning to the east) (Continued from June 20, 2017 by Mayor Pro-Tem Shingleton) o Overview of Significant Zoning Cases [Dana Burghdoff, Planning and Development] o Presentation on Convoy of Hope [Steve Pulis, Convoy of Hope] o Presentation on Senate Bill 4 [Gerald Pruitt, Law and Ed Kraus, Police] o Presentation on the FY18 Capital Budget [David Cooke, City Manager] o Presentation on Amending the Council Rules of Procedure [Sarah Fullenwider, Law]

August 8, 2017

1:00 p.m. Audit Committee (cancelled) 2:00 p.m. Infrastructure & Transportation Committee (cancelled) 3:00 p.m. City Council Work Session (cancelled)

7/27/2017 7:08:01 PM 2 Updated July 27, 2017

City of Fort Worth City Council Work Session Agenda Calendar

August 15, 2017

1:00 p.m. Audit Committee 2:00 p.m. AllianceAirport Authority Central City Local Government Corporation (Immediately following the AllianceAirport Authority, Inc.) Fort Worth Local Development Corporation (Immediately following the Central City Local Government Corporation) 3:00 p.m. City Council Work Session o Presentation on the Proposed 2018 Operating Budget [David Cooke, City Manager] o Briefing on Tourism Public Improvement District [Bob Jameson, Convention and Visitors Bureau] o Presentation of Stop Six Revitalization Video [Fernando Costa, City Manager] o Briefing on Proposed Solid Waste Management Plan [Brandon Bennett, Code Compliance]

August 17, 2016 (Thursday)

Budget Workshop (City Council Conference Room 290)

August 18, 2016 (Friday)

Budget Workshop (City Council Conference Room 290)

August 22, 2017

3:00 p.m. City Council Work Session (cancelled)

August 29, 2017

1:00 p.m. Legislative and Intergovernmental Affairs Committee 3:00 p.m. City Council Work Session o Update on Juvenile Crime and Community Support and Programs [Valerie Washington, City Manager] o Presentation on Healthcare Strategy [Brian Dickerson, Human Resources]

7/27/2017 7:08:01 PM 3 Updated July 27, 2017

City of Fort Worth City Council Work Session Agenda Calendar

August 31, 2017 (Thursday)

5:30 p.m. Fort Worth Crime Control and Prevention District Board of Directors Meeting

September 4, 2017 (Monday)

City Hall Closed – Labor Day Holiday

September 5, 2017

1:00 p.m. Legislative and Intergovernmental Affairs Committee (cancelled) 2:00 p.m. Housing and Neighborhood Services Committee (cancelled) 3:00 p.m. City Council Work Session (cancelled)

September 12, 2017 Monthly Zoning Meeting

1:00 p.m. Audit Committee 2:00 p.m. Infrastructure & Transportation Committee 3:00 p.m. City Council Work Session o Overview of Significant Zoning Cases [Dana Burghdoff, Planning and Development] o Briefing on Approval of FY2018 Dallas Fort Worth International Airport Operating and Revenue Budget [Chris Poinsatte, Dallas Fort Worth International Airport] o Briefing on Issuance of 52nd Supplemental Bond Ordinance [Chris Poinsatte, Dallas Fort Worth International Airport] o Final Presentation on Economic Development Strategic Plan [Robert Sturns, Economic Development, Jon Robert and John Karras, TIP Strategies]

September 19, 2017

2:00 p.m. Fort Worth Local Development Corporation Central City Local Government Corporation (Immediately following the Fort Worth Local Development Corporation) AllianceAirport Authority (Immediately following the Central City Local Government Corporation) Lone Star Local Government Corporation (Immediately following the AllianceAirport Authority, Inc.) 3:00 p.m. City Council Work Session 7/27/2017 7:08:01 PM 4 Updated July 27, 2017

City of Fort Worth City Council Work Session Agenda Calendar

September 26, 2017

3:00 p.m. City Council Work Session o Briefing on Roles of Development Boards and Commissions [Dana Burghdoff, Planning and Development] o Presentation on Fort Worth Sister Cities International Annual Report [Mae Ferguson, Fort Worth Sister Cities International] o Presentation on Office of Business Diversity Goals and Initiatives [Robert Sturns, Economic Development]

October 3, 2017

1:00 p.m. Legislative and Intergovernmental Affairs Committee (cancelled) 2:00 p.m. Housing and Neighborhood Services Committee (cancelled) 3:00 p.m. City Council Work Session (cancelled) National Night Out

October 10, 2017 Monthly Zoning Meeting

October 17, 2017

7/27/2017 7:08:01 PM 5 Updated July 27, 2017

City of Fort Worth City Council Work Session Agenda Calendar

October 24, 2017

3:00 p.m. City Council Work Session

October 31, 2017

3:00 p.m. City Council Work Session (cancelled)

7/27/2017 7:08:01 PM 6 City Council Meeting of June 20, 2017 Staff Action Tracking

Item #1 Traffic Study Process

Due Date: August 29, 2017 Council District: 8

Staff Action: Staff to prepare an IR on traffic study process once a Citizen reports needing a flashing light, cross walk, etc. (particularly E. Rosedale & Crawford) How is the citizen/resident informed along the process?

Responsibility: Doug Wiersig (Transportation and Public Works)

Item #2 Project Tracking System

Due Date: TBD Council District: 9

Staff Action: Staff to provide IR on status of Tracking Program for District Directors. The uniform tracking system is to be utilized amongst all Districts regarding issues and projects that are being worked on throughout the city.

Responsibility: Doug Wiersig (Transportation and Public Works)

Item #3 Municipal Court Payments

Due Date: TBD Council District: Mayor

Staff Action: Staff to provide IR on the status of e-tickets and e-courts; the status of the tickets written and immediately go to the courts. What is the process for Indigents, are they working off their tickets with Community service or how is that being handled? How are other Cities handling their Indigents?

Responsibility: Teresa Ewing (Municipal Court)

1 CITY OF FORT WORTH, TEXAS CITY COUNCIL WORK SESSION JUNE 20, 2017

Present:

Mayor Betsy Price Mayor Pro tem Dennis Shingleton, District 7 Council Member Salvador Espino, District 2 Council Member Brian Byrd, District 3 Council Member Cary Moon, District 4 Council Member Kelly Allen Gray, District 8 (arrived at 3:30 pm) Council Member Ann Zadeh, District 9

Absent:

Council Member Gyna Bivens, District 5 Council Member Jungus Jordan, District 6

Staff Present:

David Cooke, City Manager Sarah Fullenwider, City Attorney Mary J. Kayser, City Secretary

With a quorum of the City Council Members present, Mayor Price called the Fort Worth City Council Work Session to order at 3:09 p.m. on Tuesday, June 20, 2017, in City Council Conference Room 290 of the Fort Worth City Hall, 200 Texas Street, Fort Worth, Texas.

1. Report of the City Manager - David Cooke, City Manager

a. Changes to the City Council Agenda

There were none.

b. Upcoming and Recent Events

This is the last Council meeting until August 1, 2017.

c. Organizational Updates and Employee Recognition(s)

The Race and Culture Task Force - Estrus Tucker will facilitate the Community Conversations with support of the National League of Cities.

Freedom Day Exhibit and reception at the Ella Mae Shamblee Library.

CITY OF FORT WORTH, TEXAS CITY COUNCIL WORK SESSION JUNE 20, 2017 Page 2 of 3

The City won two CLIDE Awards – East Rosedale Renaissance Urban Village and Berry/University Form Based Code.

The Butler McClure Bridge Culvert won Project of the Year from the Texas Public Works Association,

d. Informal Reports

1. IR 10022: Access Management and Collector Manual 2. IR 10023: 2016 Review Year Results for Incentive Agreements 3. IR 10024: April 2017 – Sales Tax Update 4. IR 10025: Stockyards Corporate Relocation Chapter 380 Development Agreement and Community Facilities Agreement 5. IR 10026: Update on McLeland Tennis Center Operations 6. IR 10027: Memorandum of Understanding with Botanical Research Institute of Texas for Education and Volunteer Programs 7. IR 10028: Health Plan Changes 8. IR 10029: Proposed 2017-18 Annual Action Plan Budget for Grants from the U.S. Department of Housing and Urban Development

2. Current Agenda Items - City Council Members

There were no items noted.

3. Responses to Items Continued from a Previous Week

There were no items continued from the previous week.

4. Overview of Significant Zoning Cases – Dana Burghdoff, Planning and Development Department

5. Presentation on Proposed Neighborhood Parking Program – Sam Wershky, Transportation and Public Works Department

Mr. Sam Wershky, Transportation and Public Works Department, briefed the council on the pilot program in Arlington Heights and proposed program areas based on spillover parking. Based on the success of the pilot program the Residential Permit Parking Program will be presented as part of the FY 18 budget.

CITY OF FORT WORTH, TEXAS CITY COUNCIL WORK SESSION JUNE 20, 2017 Page 3 of 3

6. Presentation and Update on Economic Development Strategic Plan – Robert Sturns, Economic and Development Department, and Jon Karras, TIP Strategies

Mr. Robert Sturns, Economic Development Department, and Jon Karras, TIP Strategies provided an update on the Economic Development Strategic Plan.

Council Member Espino left the meeting.

7. Briefing on Citizen Survey Results – Chris Tatham, ETC Institute

Mr. Chris Tatham, ETC Institute, briefed the Council on the Citizen Survey. Some highlights: High ratings for the overall quality of life and quality of City services; City employees get high ratings from residents in all areas of the City; maintenance of streets, Public Safety and Traffic Flow are the top priorities to residents.

8. Presentation of Office of Business Diversity Goals and Initiatives – Robert Sturns, Economic Development Department

This item will be presented at a later date.

9. City Council Requests for Future Agenda Items and/or Reports

Council Member Gray – Traffic issues in neighborhoods reported to TPW and the response is that a traffic study will be done. What is the process for doing a traffic study, does it ever come to fruition and how do we keep residents informed.

Council Member Zadeh – Tracking program for District Directors.

Mayor Price – Municipal Count – E-tickets, E-courts. How are we dealing with indigent individuals re: community service or other programs to assist.

10. Executive Session (CITY COUNCIL CONFERENCE ROOM, CITY HALL, ROOM 290

There being no further business, Mayor Price adjourned the City Council Work Session at 4:58 p.m.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017

Present:

Absent:

Council Member Gyna Bivens, District 5 Council Member Jungus Jordan, District 6

Staff Present:

David Cooke, City Manager Sarah Fullenwider, City Attorney Mary J. Kayser, City Secretary

I. CALL TO ORDER

With a quorum of the City Council Members present, Mayor for the Day, Ms. Violet Krogness, banged the gavel and Mayor Price called the regular session of the Fort Worth City Council to order at 7:04 p.m. on Tuesday, June 20, 2017, in the City Council Chamber of the Fort Worth City Hall, 200 Texas Street, Fort Worth, Texas.

II. INVOCATION – Dr. Tim Bruster, First United Methodist Church

The invocation was provided by Dr. Tim Bruster, First United Methodist Church.

III. PLEDGES OF ALLEGIANCE TO THE UNITED STATES AND THE STATE OF TEXAS

The Pledges of Allegiance to the United States of America and the State of Texas were recited.

IV. CONSIDERATION OF MINUTES OF THE COUNCIL WORK SESSION AND THE REGULAR MEETING OF JUNE 13, 2017

Motion: Council Member Allen Gray made a motion, seconded by Council Member Zadeh, that the minutes of the City Council Work Session and the Regular meeting of June 6, 2017, be approved. Motion passed 7-0, Council Members Bivens and Jordan absent. CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 2 of 26

V. CERTIFICATION OF OFFICIAL RETURNS BY THE CITY SECRETARY

City Secretary Kayser advised Council that they had been provided with the certifications and tabulations of the official election returns from Tarrant County for the Runoff Election held on Saturday, June 10, 2017, for the purpose of electing a City Council member for single member district 2 of the City of Fort Worth, Texas. She stated that the certified returns for such election reported were as follows:

Steve Thornton 1,273 Carlos E. Flores 1,370

As a result of the tabulations, Carlos E. Flores was declared elected to City Council District 2.

Motion: Council Member Espino made a motion, seconded by Mayor Pro tem Shingleton, acknowledging the receipt of the Certification of Official Election Returns and directed that they be filed of record in the City Secretary’s Office. Motion passed 7-0, Council Members Bivens and Jordan absent.

VI. A RESOLUTION CANVASSING THE RETURNS AND DECLARING THE RESULTS OF THE RUNOFF ELECTION HELD ON JUNE 10, 2017, FOR THE PURPOSE OF ELECTING COUNCIL MEMBER FOR DISTRICT 2

Mr. Christopher Johnson, 2727 East Vickery Boulevard, completed a speaker card in support of the resolution and was recognized by Mayor Price but did not wish to address Council.

Motion: Council Member Espino made a motion, seconded by Mayor Pro tem Shingleton, that Resolution No. 4799-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent.

Mayor Price advised that Item VIII would be moved up on the agenda.

VIII. PRESENTATION FROM THE CITY COUNCIL AND OTHERS TO COUNCIL MEMBER SALVADOR "SAL" ESPINO

The North High School Mariachi Band performed, and the City Council expressed their appreciation to Council Member Espino for his service to the citizens of District 2 and to the entire City.

Mayor Price presented Council Member Espino with a bronze statue and expressed appreciation to him for his service to the entire City.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 3 of 26

VII. OUTGOING REMARKS OF COUNCIL MEMBER SALVADOR "SAL" ESPINO

Council Member Espino stated that it was an honor to have served as the District 2 Council representative for 12 years and to serve the City and his district. He expressed appreciation to his family, Council Aide Pilar Candia, City Council colleagues, City staff and citizens who had supported him.

Mr. Francisco de la Torre, Consul General of Mexico, presented Council Member Espino with a Certificate of Recognition for his service to the City.

(Council Member Espino left his place at the dais and exited the meeting.)

IX. PRESENTATION OF CERTIFICATE OF ELECTION TO COUNCIL MEMBER ELECT CARLOS E. FLORES

City Secretary Kayser presented the Certificate of Election to Council Member Elect Carlos E. Flores.

X. ADMINISTRATION OF OATH OF OFFICE TO COUNCIL MEMBER ELECT CARLOS E. FLORES

City Secretary Kayser administered the Oath of Office to Council Member Elect Carlos E. Flores.

(Council Member Flores took his seat at the dais.)

XI. REMARKS AND INTRODUCTIONS BY COUNCIL MEMBER CARLOS E. FLORES

Council Member Flores expressed appreciation to former Council Member Sal Espino, his family and his constituents, and provided comments relative to his vision for the future of Fort Worth and his respective duties.

XII. ITEMS TO BE WITHDRAWN FROM THE CONSENT AGENDA

There were no items to be withdrawn from the Consent Agenda.

XIII. ITEMS TO BE CONTINUED OR WITHDRAWN BY STAFF

There were no items to be continued or withdrawn by staff.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 4 of 26

XIV. CONSENT AGENDA

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Moon, that the Consent Agenda be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

A. General - Consent Items

1. M&C G-19027 - Facilitate Clean-Up of the Aviation Project in the General Capital Projects Close Fund in Preparation for Closure by Ratifying Past Transfer to the Municipal Airports Fund and Adopt Appropriation Ordinance No. 22766-06-2017 (ALL COUNCIL DISTRICTS)

2. M&C G-19028 - Adopt Resolution No. 4800-06-2017 Authorizing the City Attorney to Appeal the Hearing Examiner’s Ruling in CSC-09-2015, Authorizing Associated Costs, and Ratifying the City’s Lawsuit Against Shea O’Neill, Cause Number 348-292450-17, in Tarrant County, Texas (ALL COUNCIL DISTRICTS)

Mr. Bob Bowles, 3112 Lamesa, completed a comment in support of Mayor and Council Communication G-19028.

3. M&C G-19029 - Adopt Ordinance No. 22767-06-2017 Amending Chapter 2, "Administration," Article IX, "Personal Liability Indemnity Plan," of the Code of the City of Fort Worth, Texas (2015), as Amended, to Add and Update Definitions, Establish Separate Motor Vehicle Coverage Consistent with State Law and Make Other Conforming Changes (ALL COUNCIL DISTRICTS)

4. M&C G-19030 - Adopt Resolution No. 4801-06-2017 Authorizing Retention of the Law Firm of Lloyd Gosselink Rochelle & Townsend, PC , for a Fee Not to Exceed $150,000.00, Pursuant to Chapter VI, Section 3 of the City Charter, to Provide Consulting Services and Legal Representation to the City of Fort Worth in Acquiring a Wastewater Certificate of Convenience and Necessity (ALL COUNCIL DISTRICTS)

5. M&C G-19031 - Adopt Ordinance No. 22768-06-2017 Amending Chapter 20, Article II, Division 4, Section 20-66 and Division 5, Section 20-97 of the City Code to Language in Article II that Requires Dance Hall and Pool Hall Permits to be Signed and Sealed by the Assessor-Collector of Taxes (ALL COUNCIL DISTRICTS)

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 5 of 26

6. M&C G-19032 - Adopt Ordinance No. 22769-06-2017 Appropriating $700,000.00 in the Water and Sewer Fund for Fiscal Year 2017 Interest Payments on the Water and Sewer Revenue Refunding and Improvement Bonds, Series 2017A (ALL COUNCIL DISTRICTS)

7. M&C G-19033 - Approve Multiple Transfers Among Identified Funds to Allow Clean-Up and Close-Out of Legacy Capital Improvement Funds with Residual Bond Proceeds from the 2004 Bond Program, Certificate of Obligations Bond Series 2005, Certificate of Obligations Bond Series 2013B and the General Obligations Bond Series 1994 and Adopt Appropriation Ordinance Nos. 22770- 06-2017, 22771-06-2017, 22772-06-2017, 22773-06-2017, 22774-06-2017 and 22797-06-2017 (ALL COUNCIL DISTRICTS)

8. M&C G-19034 - Authorize Adoption of Appropriation Ordinance No. 22775- 06-2017 Increasing the Estimated Receipts and Appropriations in the Street Improvements Fund in the Amount of $100,000.00 for East First Street Beach Street to Oakland Boulevard Project and Authorize the Transfer of Available Funds (COUNCIL DISTRICT 4)

9. M&C G-19035 - Authorize Execution of Agreement with the Trinity Railway Express (TRE) in the Amount Up to $225,000.00 to Procure and Install a Quad-Gate System for a Quiet Zone in the 12000 Block of Mosier Valley Road and Provide for Staff Costs, Contingencies and Materials Testing (2014 BOND PROGRAM) (COUNCIL DISTRICT 5)

10. M&C G-19036 - Authorize Temporary Closure of an 800-Foot Section of Northside Drive from June 5, 2017 Through July 31, 2017 to Include the Intersections of Northside Drive/Yucca Avenue at Interstate-35 (COUNCIL DISTRICT 2)

11. M&C G-19037 - Authorize Execution of Amendment No. 1 for City Secretary Contract No. 48019 Between the City of Fort Worth and Data Transfer Solutions, LLC, for the Collection of Infrastructure Data and Conditions of the City’s Infrastructure Networks to Provide Additional Funding of $75,000.00 and Extension of Time for a Total Contract Amount of $1,688,840.00 (ALL COUNCIL DISTRICTS)

12. M&C G-19038 - Authorize Application for and Acceptance of Multiple Grants in an Amount Not to Exceed $200,000.00 Individually from Animal Welfare Organizations Including PetSmart Charities, Inc., PetCo, and Others to Support Animal Welfare Programs Including Pet Adoption Events Held Throughout the Year, Waive Indirect Costs and Adopt Appropriation Ordinance No. 22776-06-2017 (ALL COUNCIL DISTRICTS ) CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 6 of 26

13. M&C G-19039 - Authorize Acceptance of the Fire Department’s Share of the Tarrant County 9-1-1 District’s 2017 Public Safety Answering Points Assistance Program in the Amount of $128,527.64 and Adopt Appropriation Ordinance No. 22777-06-2017 (ALL COUNCIL DISTRICTS)

14. M&C G-19040 - Rescind Resolution 4761-03-2017 and Adopt Resolution No. 4802-06-2017 Authorizing Execution of an Advance Funding Agreement with the Texas Department of Transportation in the Total Amount of $2,757,588.00 for Design and Construction of the CentrePort Trail Project with City Participation in the Amount of $520,002.00 (COUNCIL DISTRICT 5)

B. Purchase of Equipment, Materials, and Services - Consent Items

1. M&C P-12064 - Authorize Rejection of All Proposals Received for the Purchase of a New Helicopter for the Police Department and Authorize Re- Advertisement (ALL COUNCIL DISTRICTS)

2. M&C P-12065 - Authorize Execution of Professional Services Agreements with ABLe Communications and Superior Fiber & Data Services, Inc., to Provide Structured Cabling Parts and Services in an Amount Not To Exceed $2,800,000.00 Over Three Years, and Not to Exceed $1,600,000.00 for the First Year and Adopt Appropriation Ordinance Nos. 22778-06-2017 and 22779-06- 2017 and Authorize Transfer from the Information Technology Systems Fund to the IT Capital Projects Funds in the Amount of $752,000.00 for the Information Technology Solutions Department (ALL COUNCIL DISTRICTS)

3. M&C P-12066 - Authorize Contract with Suez Treatment Solutions, Inc., for Ozone Generator Equipment and Preventative Maintenance for a Total Amount Up to $800,000.00 for the Initial Term for the Water Department (ALL COUNCIL DISTRICTS)

4. M&C P-12067 - Authorize Non-Exclusive Purchase Agreements for Audio Visual Equipment Services, Technology Equipment, Supplies, Software, Telecommunication Products and Document Management Services with Various Authorized Vendors, Using Cooperative Contracts for the Information Technology Solutions Department for the Initial Combined Amount Up to $750,000.00 for the First Year (ALL COUNCIL DISTRICTS)

5. M&C P-12068 - Authorize All Necessary Agreements with JPMorgan Chase Bank to Receive a Loan for the Purchase of Agricultural Equipment and Related Items from Deere & Company, John Deere Shared Services Inc. d/b/a John Deere Construction Retail Sales and Professional Turf Products, LP, Using Cooperative Contracts for an Amount Up to $322,487.00 for the Park and Recreation Department (ALL COUNCIL DISTRICTS) CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 7 of 26

6. M&C P-12069 - Authorize Sole Source Purchase Agreement with Xylem Water Solutions USA, Inc., for OEM Flygt Submersible Pumps, Parts and Repair for an Annual Amount Up to $300,000.00 for the Water Department (ALL COUNCIL DISTRICTS)

7. M&C P-12070 - Authorize Purchase Agreement with CDW Government LLC, for an Agenda Management, Vote Cast and Citizen Participation Suite, Hardware, Services, and Two Years of Maintenance for the Information Technology Solutions Department Using Cooperative Agreement in the Amount Up to $122,705.00 (ALL COUNCIL DISTRICTS)

8. M&C P-12071 - Authorize Non-Exclusive Purchase Agreements for Digital Video Discs, Blu-Rays and Related Services with Baker & Taylor, LLC, Ingram Library Services, LLC, and Midwest Tape, LLC, for the Library Department in an Amount Up to $910,000.00 for the First Year (ALL COUNCIL DISTRICTS)

C. Land - Consent Items

1. M&C L-16046 - Authorize Execution of a Lease Agreement with Rolls Royce North America, Incorporated or an Affiliate for a Portion of the Alliance Fort Worth Maintenance Base Located at 2112 Eagle Parkway and Authorize Execution of a Brokerage Commission Agreement with Cushman & Wakefield, Incorporated at a Rate of 4.50 Percent of the Base Rent (COUNCIL DISTRICT 7)

2. M&C L-16047 - Authorize Conveyance of an Easement to Atmos Energy Corporation for a Gas Line and Any Appurtenances for a Total of 0.0807 Acres Described as Lot 1, Block 1, Southeast Service Center Addition, Located at 5000 Martin Luther King Freeway, Fort Worth, Texas 76119 (COUNCIL DISTRICT 5)

3. M&C L-16048 - Authorize Sale of City Fee Owned Surplus Property Described as Portions of Lots 1 and 2, Block 2, Bassett Addition, and a Portion of Lot 2, JW Burton Addition, Located Adjacent to 400 and 404 South Sylvania Avenue and 2529 Lawnwood Street to Fourth & Sylvania, Inc., for a Total Sales Price of $9,110.00, in Accordance with Section 272.001(b)(1) of the Texas Local Government Code (COUNCIL DISTRICT 8)

4. M&C L-16049 - Authorize Conveyance of an Easement to Oncor Electric Delivery Company, LLC, for Electrical Equipment and Appurtenances for a Total of 0.015 Acres of Land Described as a Portion of Lot 1, Block 1, and Lots 1 and 2, Block 1, Fort Worth Museum of Science and History Addition, Near the Intersection of Montgomery Street and Harley Avenue for the Montgomery Street Paving Improvements from I-30 to Camp Bowie Boulevard (COUNCIL DISTRICT 7) CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 8 of 26

5. M&C L-16050 - Authorize Execution of a Right-of-Way Development Escrow Agreement with AIL Investments, L.P., and American Escrow Company Relative to the Dedication of Fee Simple Interest in 2.044 Acres of Land Described as W. McCowens Survey, Abstract No. A-999, Located at 8497 and 8601 Old Denton Road, and Fee Simple Interest in 0.289 Acres of Land Described as C.C. Whyte Survey, Abstract No. 1611, Located at 8200 Old Denton Road and Reimbursement of Expenses in Connection with the Relocation of Oncor Electric Utility Infrastructure in an Amount Up to $275,000.00 for the North Riverside Drive Project (2014 BOND PROGRAM) (COUNCIL DISTRICT 4)

6. M&C L-16051 - Authorize Conveyance of Easements to Oncor Electric Delivery Company, LLC, for Electrical Equipment and Appurtenances for a Total of 0.1028 Acres Described as Lot 1R, Block 1, Southeast Service Center Addition, Located at 5000 Martin Luther King Freeway, Fort Worth, Texas, 76119 (COUNCIL DISTRICT 5)

7. M&C L-16052 - Authorize Acquisition of a Fee Simple Interest for Right-of- Way in 4.098 Acres and a Permanent Drainage Facility Easement in 0.129 Acres Described as Tract 8A and 8A02, James Righly Survey, Abstract No. A- 1267, from Jarvis H. Porter, Mary S. Porter Rabe, Ann Porter Wilder and Priscilla Porter Speed, Located at 11996 Willow Springs Road for the Blue Mound Road from Willow Springs to US 287/81 Project in the Amount of $1,325,000.00, Pay Estimated Closing Costs in the Amount Up to $10,000.00 for a Total Cost of $1,335,000.00 (2014 BOND PROGRAM) (COUNCIL DISTRICT 7)

8. M&C L-16053 - Authorize Acquisition of a Fee Simple Interest for Right-of- Way in 0.806 Acres, a Temporary Construction Easement in 0.407 Acres and a Permanent Slope Easement in 0.046 Acres Described as Jacob Wilcox Survey, Abstract No. 1743, from 2201 Risinger Road, LLC, and Pamela L. Horstman a/k/a Pamela L. Anderson, as Trustee of the Anderson Marital Trust and Individually, Located at 2201 West Risinger Road for the Risinger Road from Crowley Road to McCart Avenue Project in the Amount of $575,000.00, Pay Estimated Closing Costs in the Amount Up to $10,000.00 for a Total Cost of $585,000.00 and Authorize Payment of Relocation Assistance in the Estimated Amount of $140,000.00 (2014 BOND PROGRAM) (COUNCIL DISTRICTS 6 and 8)

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 9 of 26

D. Planning & Zoning - Consent Items

1. M&C PZ-3133 - Adopt Ordinance No. 22780-06-2017 Vacating Alleys in Block 30, Between East Cannon Avenue and East Leuda Street, and Block 38, Between East Leuda Street and East Terrell Avenue, Tuckers Addition, to be Replatted with the Adjoining Property to Consolidate the Property for Future Development in the Near Southside (COUNCIL DISTRICT 9)

2. M&C PZ-3134 - Adopt Ordinance No. 22781-06-2017 Vacating an Alley in Block 29, Between East Leuda Street and East Terrell Avenue, Tuckers Addition, to be Replatted with the Adjoining Property to Consolidate the Property for Future Development (COUNCIL DISTRICT 9)

3. M&C PZ-3135 - Adopt Ordinance No. 22782-06-2017 Vacating an Alley in Block 18, William J. Bailey Addition, Between Bailey Avenue and Arch Adams Street, to be Replatted with the Adjoining Property for Additional Parking for the Proposed Expansion of the Existing Commercial Development (COUNCIL DISTRICT 7)

4. M&C PZ-3136 - Adopt Ordinance No. 22783-06-2017 Vacating Two Portions of Alleys and a Portion of Washington Avenue in Blocks 1 and 2, McAnulty and Nesbitt’s Subdivision of Block 15, Field’s Addition, Between Rosedale Street and West Oleander Avenue, to be Replatted with the Adjoining Property to Consolidate the Property for a Future Mixed Use Development in the Near Southside (COUNCIL DISTRICT 9)

5. M&C PZ-3137 - Adopt Ordinance No. 22784-06-2017 Vacating a Portion of Excess Right-of-Way for Crawford Street to be Replatted with the Adjoining Property for an Extension of the Proposed Linear Park for a Multi-Family Development in the Near Southside (COUNCIL DISTRICT 9)

E. Award of Contract - Consent Items

1. M&C C-28277 - Authorize Execution of Agreement with OptumRx Inc., for Administration of the City’s Self-Funded Pharmacy Benefits in an Amount Up to $236,130.00 for the First Year (ALL COUNCIL DISTRICTS)

2. M&C C-28278 - Authorize Execution of One-Year Annual Contracts with Renewal Options for Geotechnical Engineering and Materials Testing Services for Various Construction Projects with Twelve Companies: Alliance Geotechnical Group, Inc., CMJ Engineering and Testing, Inc., D&S Engineering Labs, LLC, Ellerbee Walczak, Inc., Fugro USA Land, Inc., Globe Engineers, Inc., Gorrondona & Associates, Inc., HVJ North Texas – Chelliah Consultants, Inc., Landtec Engineers, LLC, Rone Engineering Services, LTD, Terracon Consultants, Inc., and T Smith Inspection and Testing, LLC, Each for a Fee Not to Exceed $500,000.00 Annually (ALL COUNCIL DISTRICTS) CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 10 of 26

3. M&C C-28279 - Authorize Execution of a Unit Price Contract with EAR Telecommunications, LLC, in the Amount Up to $500,000.00 for Task Order Construction Services for Traffic Signal Infrastructure Improvements (ALL COUNCIL DISTRICTS)

4. M&C C-28280 - Authorize Execution of Change Order No. 1 to City Secretary Contract No. 47204 with JLB Contracting, LLC., in the Amount of $565,617.19 and the Addition of 315 Days, Thereby Increasing the Total Contract Amount to $2,828,085.95 for Hot Mix Asphaltic Concrete 2015-3 Street Rehabilitation and Adopt Appropriation Ordinance No. 22785-06-2017 (COUNCIL DISTRICTS 2, 3 and 8)

5. M&C C-28281 - Authorize Additional Street Segments of North Hill Lane and North Commerce Street to City Secretary Contract No. 47193 with Cutler Repaving Inc., with No Increase to the Contract Amount, Provide for Additional Staff and Project Costs of $102,450.00 for a Revised Project Amount of $4,379,656.65 and Adopt Appropriation Ordinance No. 22786-06- 2017 (COUNCIL DISTRICT 2)

6. M&C C-28282 - Authorize Execution of an Interlocal Agreement with the Trinity River Authority of Texas in the Amount of $800,000.00, Authorize Execution of Community Facilities Agreement with Riverbend Investment, LTD, with City Participation in the Amount of $800,000.00 for the Construction of a Sewer Line Within Trinity Boulevard, Authorize Execution of a Community Facilities Agreement with Riverbend Investment, LTD, in the Amount of $11,750,000.00, with no City Participation, for the Construction of Trinity Boulevard Roadway Project, Authorize Wavier of the CFA Policy to Allow a Financial Guaranty in the Form of Access to Loan Funds in the Amount of One Hundred Percent of the Costs of Construction and Adopt Appropriation Ordinance No. 22787-06-2017 (COUNCIL DISTRICT 5)

7. M&C C-28283 - Authorize Execution of an Architectural Services Agreement with Quorum Architects, Inc., in the Amount of $975,600.00 to Provide Design and Construction Administration Services for Phase I of a New Consolidated Service Center Located at the Existing Park and Recreation South Service Center, 5199 James Avenue (COUNCIL DISTRICT 9)

8. M&C C-28284 - Authorize Application for and, if Awarded, Acceptance of a Grant from the North Central Texas Council of Governments in an Amount Up to $200,000.00 for the Zoo Creek–Trinity River Oxbow Pollution Control Project to Reduce Bacteria, Nutrients, Sediment and Other Water Pollutants in the Vicinity of the Zoo Creek–Trinity River Oxbow Within Forest Park and Adopt Appropriation Ordinance No. 22788-06-2017 (COUNCIL DISTRICT 9) CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 11 of 26

9. M&C C-28285 - Authorize Execution of an Engineering Agreement with Kimley-Horn and Associates, Inc., in the Amount of $541,500.00 for Design and Project Management Services on North Tarrant Express Segment 4, IH- 820 from Randol Mill Road to North of Interchange with SH121/SH183, Adopt Resolution No. 4803-06-2017 Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt and Adopt Appropriation Ordinance No. 22789-06-2017 (COUNCIL DISTRICTS 4 and 8)

10. M&C C-28286 - Authorize Execution of Amendment No. 1 to City Secretary Contract No. 48155, a Water Service Meter Agreement with Thirkettle Corporation d/b/a Aqua Metrics Sales Company to Increase the Estimated Contract Expenditures by $1,000,000.00 to Provide Additional Water Meters for a Total Amount of $2,888,896.00 (ALL COUNCIL DISTRICTS)

XV. PRESENTATIONS BY THE CITY SECRETARY - CONSENT ITEMS

1. Notice of Claims for Alleged Damages and/or Injuries

End of Consent Agenda.

XVI. SPECIAL PRESENTATIONS, INTRODUCTIONS, ETC.

1. Presentation of Quarterly Blue Zones Project

Mr. Matt Dufrene, Blue Zones Project Fort Worth, appeared before Council and provided a quarterly report for the Blue Zones Project.

2. Presentation of Proclamation for Summer Learning Day

Mayor Price presented a proclamation for Summer Learning Day to Ms. LaToya Stewart, United Way Tarrant County, Community Development-Education.

City Secretary Kayser advised that Mayor and Council Communication G-19044 was a donation and would be moved up on the agenda.

B. General

4. M&C G-19044 - Authorize Acceptance of the Donation of Nine Hundred Ballistic Vests and Nine Hundred Helmets Valued in the Amount of $589,000.00 from Fort Worth Police Department SWAT Support Group, Inc. (ALL COUNCIL DISTRICTS)

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 12 of 26

Mayor Price recognized former Mayor Mike Moncrief from Protect the Fort Worth Initiative and expressed appreciation for the donation.

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Byrd, that Mayor and Council Communication G-19044 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

City Secretary Kayser advised that Mayor and Council Communication C-28289 would be moved up on the agenda.

E. Award of Contract

3. M&C C-28289 - Authorize Amendment No. 3 to City Secretary Contract No. 45717, the Construction Manager-at-Risk Agreement with McCarthy Building Companies, Inc., Establishing the Guaranteed Maximum Price in the Amount Not to Exceed $37,477,446.00 for the Construction of the Hemphill Street Connector Project, Provide for Additional City Project Costs and Adopt Appropriation Ordinance (COUNCIL DISTRICT 9)

The following individuals appeared before Council in support of Mayor and Council Communication C-28289.

Mr. Robert Bass, 201 Main Street Mr. Richard Riccetti, 2204 Lipscomb Street Mr. David Motheral, representing the Hemphill Task Force, 3950 Summer Crest Drive

The following individuals completed comment cards in support of Mayor and Council Communication C-28289:

Mr. Andy Taft, 2842 5th Avenue Mr. Jim Johnson, 3224 Rogers Avenue Mr. David Cantu-Crouch, 1820 South Henderson Street

Mr. Seth Rowney, 4552 JD Mouser Parkway, Alvarado, Texas, completed a comment card in opposition to Mayor and Council Communication C-28289.

Motion: Council Member Zadeh made a motion, seconded by Council Member Moon, that Mayor and Council Communication C-28289 be approved and Appropriation Ordinance No. 22790-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent.

XVII. ANNOUNCEMENTS BY CITY COUNCIL MEMBERS AND STAFF

1. Upcoming and Recent Events

Mayor Price and Council Members Flores, Allen Gray, and Zadeh announced upcoming and recent events within the City and various Council districts.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 13 of 26

2. Recognition of Citizens

There was no recognition of citizens.

3. Approval of Ceremonial Travel

There was no approval of ceremonial travel.

XIII. PRESENTATIONS BY THE CITY COUNCIL

1. Changes in Membership on Boards and Commissions

There were no changes on boards and commissions.

XIV. PRESENTATIONS AND/OR COMMUNICATIONS FROM BOARDS, COMMISSIONS AND/OR CITY COUNCIL COMMITTEES

There were no presentations and/or communications from boards, commissions and/or City Council committees.

XX. RESOLUTIONS

1. A Resolution Canvassing the Returns; Declaring the Result of the Run-Off Election Held on June 10, 2017, for the Purpose of Electing a Council Member for City Council District Two

City Secretary Kayser advised that the resolution was heard under Item XI on the Council agenda.

2. A Resolution Opposing the Application for an Air Quality Standard Permit to East First Recycling LLC, (Registration No. 146263) for a Permanent Concrete Crusher at 5317 East 1st Street, Fort Worth, Texas

The following individuals completed speaker cards in support of the resolution:

Ms. Linda Fulmer, 608 Green River Trail Mr. Edward Sakerka, 4451 Normandy Road Mr. Randal Howard, 309 Chandler Lake Court Ms. Crystal Thomas, 5821 Chimney Wood Circle Mr. Jarrod Peterson, 6155 Indigo Court Mr. Ken Cole, 329 Green River Trail Ms. Anita Snyder, 305 Cedar Creek Court Ms. Wendy Holsomback, 6501 East Lancaster Avenue Mr. Michael Phipps, 4451 Normandy Road Mr. Cy Marcos, 401 Willow Ridge Road Ms. Brenda Hathaway, 4904 Rock River Drive Ms. Connie Marcos, 401 Willow Ridge Road Mr. William Hanna, 313 Chandler Lake Mr. Jaime Brabander, 1800 Weiler Boulevard Mr. Tommy Farquhar, 300 Chandler Lake Court Ms. Patricia Gerard, 304 Dale Hollow Road Mr. Brian Cholewinski, 5008 Boulder Lake Road Mr. James Gerard, 304 Dale Hollow Road Ms. Norma Hofmeister, 220 Green River Trail Ms. Jane Goodenough, 904 Raintree Road Mr. Richard Eder, 505 Willow Ridge Road Ms. Susan Howard, 309 Chandler Lake Court Ms. Helen Chamberlin, 1612 North Edgewood Terrace Ms. Patricia Kuehn, 613 Blue Lake Drive Mr. Aaron Mullens, 504 Green River Trail Ms. Janet Kennedy, 5024 Norma Street Ms. Cynthia Williams, 140 Willow Ridge Road Mr. Matt Fulkerson, 1621 Jenson Road CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 14 of 26

Ms. Melody Askins, 4812 Rice Lane Ms. Margaret “Peggy” Terrell, 5025 Marble Falls Road Ms. Edith L. Hudson, 1708 Menzer Court Mr. Mike Doody, 4500 Raintree Court Mr. Kenneth Bateman, 216 Green River Trail Mr. Jon Mosig, 1001 Lake Charles Avenue South Mr. Chris Kaspar, 401 Green River Trail Mr. Ryan Martin, 5924 Terrace Oaks Lane Ms. Suzanne Raif, 604 South Haynes Avenue Ms. Cindy Boling, 4717 Norma Street Ms. Amanda Peterson, 6155 Indigo Court Mr. Mark Boling, 4717 Norma Street Mr. Robbie Crawford, 7464 Beaty Street Ms. Anne Fernandez, 1017 Blue Lake Drive Mr. Charles Loftin, 513 Candlewood Road Ms. Jennifer Bass, 312 Green River Trail Mr. Patrick Krick, 312 Willow Ridge Road Ms. Patricia Kavanaugh, 400 Lake Louise Court Ms. Kris Reynolds, 1450 Warrington Court Ms. Sharon Salih, 5051 Tierney Court South Mr. Brian Divilbiss, 401 Green River Trail Ms. Elvia Sanchez, 1732 Azteca Drive Ms. Kelli Lamers, 1712 Jenson Road Ms. Kim Byrom, 4859 Boulder Lake Court Ms. Margaret Farquhar, 300 Chandler Lake Court Ms. Patricia Hill, 1012 Village Place Ms. Tonya Ferguson, 5757 Jacqueline Road Ms. Caryn Dodson, 2220 Lynnhaven Road Mr. Michael Francis, 508 Candlewood Road Mr. Christopher Schulz, 305 Chandler Lake Court Ms. Rozanna Francis, 508 Candlewood Road Mr. Sargent Hill, 1012 Village Place Ms. Susi Babb, 2100 Watson Street Mr. Phillip Hawkins, 6224 Franwood Terrace Mr. Alan Askins, 4812 Rice Lane Mr. Tom Cook, 3132 Meadowbrook Drive Ms. Terri Bailey, 704 Candlewood Road Ms. Sharon Nelson, 300 High Wood Trail Mr. Greg Chatham, 1625 Vinewood Street Ms. Elizabeth Rivera, 7308 Ellis Road Mr. Khalil Ayoub, 1913 Martel Mr. Robert Caslin, 2007 Tierney Road Ms. Kathlynn Stone, 4720 St. Lawrence Road Mr. Douglas Forsythe, 4721 Lake Havasu Trail Ms. Kimberley Mullens, 504 Green River Trail Ms. Robyn Crumb, 1721 Martel Avenue Ms. Judy Taylor, 2604 Stark Street Ms. Kimela Ledbetter, 2845 Forest Avenue

The following individuals completed comment cards in opposition to the resolution:

Ms. Victoria Stringer, 321 Chandler Lake Court Ms. Julie Livingstone, 413 Oakmont Lane North Mr. Samuel Brown, 2320 North Edgewood Terrace Ms. M. Ialeen Cole, 329 Green River Trail Mr. Terrence Musselman, 4221 Normandy Road Ms. Lissa Merchant, 1709 Dancinger Drive Ms. Jan Cermak, 2804 Wilkinson Avenue Mr. Craig Nicholson, 229 Willow Ridge Road Ms. Carol Peters, 4013 Scenery Hill Court Ms. Ywanda Carter, 4500 Brentwood Stair Road #2065 Ms. Dianne Reyes, 1927 North Edgewood Terrace Ms. Rebecca Forsythe, 4721 Lake Havasu Trail Mr. Paul Blankenship, 5005 Granite Shoals Avenue Mr. Kent DeCardenas, 2500 North Hughes Avenue Ms. Caroline Michael, 320 Green River Trail Ms. Sara J. Darwin, 5733 Monterrey Drive Mr. Jeffrey Bradley, 7117 Hightower Ms. Colleen Wells, 6400 Dovenshire Terrace Mr. David Michael, 320 Green River Trail

Motion: Council Member Moon made a motion, seconded by Council Member Zadeh, that Mayor and Council Communication Resolution No. 4804-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent.

3. A Resolution Extending Suspension of Oncor Electric Delivery Company LLC’S Requested Rate Change

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Moon, that Mayor and Council Communication Resolution No. 4805-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 15 of 26

XXI. ZONING HEARING

The Notice of Special Hearing set today as the date for the hearing in connection with recommended changes and amendments to Zoning Ordinance No. 13896 and that notice of the hearing had been given by publication in the Fort Worth Star-Telegram, the official newspaper of the City of Fort Worth, on June 2, 2017.

Mayor Price opened the public hearing.

1. ZC-17-069 - (CD 8) - Joseph S. Harris Estate, 2711 E. Vickery Boulevard; From: "A-5" One-Family To: "MU-1" Low Intensity Mixed-Use (Recommended for Approval by the Zoning Commission)

The following individuals completed comment cards in support of Zoning Docket ZC-17-069:

Ms. Bettye Pomykal, 3621 Park Hill Drive Mr. Norman Pomykal, 3621 Park Hill Drive

Motion: Council Member Allen Gray made a motion, seconded by Council Member Zadeh, that Zoning Docket ZC-17-069 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

2. ZC-17-080 - (CD 9) - City Of Fort Worth Planning & Development/Petition, 2500 blocks Rogers & Wabash Avenues; From: "B" Two-Family with TCU Residential Overlay To: "A-5" One-Family with TCU Residential Overlay (Recommended for Approval as Amended by the Zoning Commission to continue 2500 Wabash and 2565 Rogers)

The following individuals appeared before Council in support of Zoning Docket ZC-17-080:

Ms. Rebecca Fetty, 2550 Rogers Avenue (provided handout) Ms. Kristen Thomas, 2532 Wabash Avenue Mr. Ryan Schmitz, 2536 Wabash Avenue Ms. Diane Sturdivant, 2536 Rogers Avenue Mr. Brad Schneider, 2511 Rogers Avenue Ms. Martha Jones, 3136 Wabash Avenue

Mr. Field Lange, 4305 Winding Way, Benbrook, Texas, appeared before Council in opposition to Zoning Docket ZC-17-080.

Ms. Alyssa Lange, 4305 Winding Way, Benbrook, Texas, completed a speaker card in opposition to Zoning Docket ZC-17-080 and was recognized by Mayor Price but did not wish to address Council. CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 16 of 26

The following individuals completed comment cards in support of Zoning Docket ZC-17-080:

Ms. Anne Barker, 2544 Wabash Avenue Mr. Steven Kline, 2421 Shirley Avenue Mr. Vic Gallese, 3304 Avondale Avenue Ms. Susan Kline, 2421 Shirley Avenue Ms. Sallie Wilmoth, 2616 Highview Terrace Mr. James Thompson, 2561 Highview Terrace Mr. John Wilmoth, 2616 Highview Terrace Ms. Merwyn Thompson, 2561 Highview Terrace Ms. Ellen Buck, 2604 Highview Terrace Ms. Sharon Gritz, 2528 Wabash Avenue Mr. Mark Dambro, 2405 Stadium Drive Ms. Roxanne Wood, 3220 Avondale Mr. Brad Schneider, 2511 Rogers Avenue Ms. Linda Vigness, 2329 Stadium Drive Ms. Keri Cyr, 2560 Stadium Drive Mr. Richard Vigness, 2329 Stadium Drive Mr. Scott Thompson, 2520 Wabash Avenue Mr. Glenn Good, 2537 Highview Terrace Ms. Nancy Pine, 2741 Manorwood Trail Mr. Jennifer Regen, 3932 Stonehenge Mr. Cary Clark, 3217 West Biddison Street Mr. John Davis, 3216 Rogers Avenue Ms. Marilyn Wilkinson, 2560 Rogers Avenue Mr. Roger Pinckney, 2549 Wabash Avenue Ms. Stefanie Good, 2537 Highview Terrace Ms. Cynthia Williams, 2567 Boyd Avenue Ms. Jan Burns, 2531 Shirley Ms. Sheila Ross, 2565 Highview Terrace Mr. Steven Harris, 2575 Highview Terrace Mr. Jim Johnson, 3224 Rogers Avenue Ms. Janell Plocheck, 2609 Highview Terrace Mr. Robert Garnett, 2604 Shirley Avenue Ms. Melissa Mitchell, 2429 Rogers Avenue Ms. Deborah Sturdivant, 2840 Manorwood Trail Ms. Linda Eatenson 2608 Highview Terrace Ms. Jennifer Lanter, 2624 Boyd Avenue Mr. Michael Appleman, 3900 Block of Thistle Lane Ms. Kelly O’Connor, 2528 Highview Terrace Ms. Pam Drennar, 2534 Boyd Avenue Mr. Thomas Sturdivant, 2840 Manorwood Trail Mr. Michael Shircliff, 2508 Rogers Avenue Mr. Austin Dolan, 2536 Rogers Avenue Ms. April Cocanower, 2521 Wabash Avenue Mr. James Pointer, 2532 Rogers Avenue Ms. Michelle Frank, 2609 Boyd Avenue

The following individuals completed comment cards in opposition to Zoning Docket ZC-17-080.

Ms. Tara Tankersley, 3441 Worth Hills Ms. Kathy Farr, 2312 Rogers Avenue

Motion: Council Member Zadeh made a motion, seconded by Council Member Byrd, that Zoning Docket ZC-17-080 be approved noting that 2500 Wabash and 2565 Rogers were continued at the Zoning Commission and are not a part of this motion. Motion passed 7-0, Council Members Bivens and Jordan absent.

3. ZC-17-082 - (CD 2) - Saginaw 106, LTD, 7300 Blue Mound Road; From: "A-5" One-Family, "R1" Zero Lot Line/Cluster and "E" Neighborhood Commercial To: "A-5" One-Family (Recommended for Approval by the Zoning Commission)

Mr. Don Allen, 3045 Lackland Road, completed a speaker card in support of Zoning Docket ZC- 17-082 and was recognized by Mayor Price but did not wish to address Council.

Motion: Council Member Flores made a motion, seconded by Mayor Pro tem Shingleton, that Zoning Docket ZC-17-082 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 17 of 26

4. ZC-17-083 - (CD 7) - Antofagasta Parts, LLC, 3060 Keller Hicks Road; From: "FR" General Commercial Restricted To: "I" Light Industrial (Recommended for Approval by the Zoning Commission)

Mr. Matthew Williamson, 4924 Bolero Court, completed a speaker card in support of Zoning Docket ZC-17-083 and was recognized by Mayor Price but did not wish to address Council.

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Zadeh, that Zoning Docket ZC-17-083 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

5. ZC-17-085 - (CD 3) - Cadence Capital West, LLC, 9701, 9711 and 9713 White Settlement Road; From: "F" General Commercial To: PD/F Planned Development for all uses in "F" General Commercial plus mini-warehouse; site plan waiver recommended (Recommended for Approval by the Zoning Commission)

Mr. Robert Cronin, 550 Bailey Avenue, completed a speaker card in support of Zoning Docket ZC-17-085 and was recognized by Mayor Price but did not wish to address Council.

Motion: Council Member Byrd made a motion, seconded by Council Member Moon, that Zoning Docket ZC-17-085 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

(Mayor Pro tem Shingleton stepped away from his place at the dais.)

6. SP-17-009 - (CD 4) - M & M Beach Properties LP, 1116 & 1120 N. Beach Street & 1151, 1155, 1161, 1163 Harper Street, 3910 Wheeler Street; From: PD 761 "PD/SU" Planned Development/Specific Use for all use in "E" Neighborhood Commercial plus auto parts sales and supply; site plan approved To: Amend site plan for PD 761 to reduce rear setback and remove the existing pole sign (Recommended for Approval as Amended by the Zoning Commission to remove the existing pole sign)

Mr. Terry Hull, 1147 Harper Street, completed a speaker card in opposition to Site Plan SP-17-009 and was recognized by Mayor Price but was not present in the Council Chamber.

Motion: Council Member Moon made a motion, seconded by Council Member Allen Gray, that Site Plan SP-17-009 be approved as amended by the Zoning Commission to remove the existing pole sign. Motion passed 6-0, Mayor Pro tem Shingleton, and Council Members Bivens and Jordan absent.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 18 of 26

7. ZC-17-088 - (CD 5) - T Square Investments, LLC, 1600 T Square Street; From: "G" Intensive Commercial To: "R2" Townhouse/Cluster (Recommended for Denial by the Zoning Commission)

The following individuals completed speaker cards in opposition to Zoning Docket ZC-17-088 and were recognized by Mayor Price but did not wish to address Council:

Mr. Ray Oujesky, 201 Main Street, Suite 2500 Ms. Judy Taylor, 2604 Stark Street

Motion: Council Member Allen Gray made a motion, seconded by Council Member Moon, that Zoning Docket ZC-17-088 be continued to the August 1, 2017, Council meeting. Motion passed 6-0, Mayor Pro tem Shingleton, and Council Members Bivens and Jordan absent.

(Mayor Pro tem Shingleton returned to his place at the dais.)

8. ZC-17-091 - (CD 7) - UV Towne Crossing LP, 9001 and 9101 Tehama Ridge Parkway; From: "C" Medium Density Multifamily and "G" Intensive Commercial To: PD/G Planned Development for all uses in "G" Intensive Commercial plus mini warehouse; site plan included (Recommended for Approval by the Zoning Commission)

The following individuals appeared before Council in support of Zoning Docket ZC-17-091:

Ms. Suzan Kedron, 777 Main Street Mr. John Weber, Weber & Co. Developer, Fort Worth Mr. Justin McCarthy, 300 North Field Street, Dallas, TX Mr. Richard Davis, 6678 Jamestown Drive, Alpharetta, GA

The following individuals appeared before Council in opposition to Zoning Docket ZC-17-091:

Mr. Raul Torres, 2429 Grand Rapids Drive (submitted comment card also) Mr. John Gonzales, 2313 Grand Rapids Drive (provided handouts)

The following individuals completed speaker cards in opposition to Zoning Docket ZC-17-091 and were recognized by Mayor Price but were not present in the Council Chamber.

Ms. Lisa Wilson, 2257 Juarez Drive, #01 Ms. Rhonda Caracushansky, 9413 Tierra Verde

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 19 of 26

The following individuals completed comment cards in opposition to Zoning Docket ZC-17-091:

Mr. Stephen Carmichel, 2449 Grand Rapids Drive Ms. Mara Braish, 1524 Quails Nest Drive Mr. Chris Bedsworth, 2252 Horseback Trail Mr. Barry Hansen, 2337 Calvary Drive Ms. Windo Cho, 2325 Clairborne Drive Ms. Robin Martin, 2309 Gutierrez Drive Ms. Gayle Hansen, 2337 Cavalry Drive Mr. David Fitzpatrick, 2309 Clairborne Drive Mr. Steven Womack, 2204 Horseback Trail Ms. Brittany Prnka, 2201 Cavalry Drive Ms. Sandra McCarty, 2300 Horseback Trail Mr. Victor Amaya, 2213 Clairborne Drive Ms. Michelle Carstarphen, 2236 Juarez Drive Ms. Paula Gonzales, 2313 Grand Rapids Drive Mr. Juan Sanchez, 9324 San Tejas Drive Ms. Leslie Evans, 2325 Cavalry Drive Ms. Jessica Hager, 2301 Gutierrez Drive Ms. Leslee Ewing, 2100 Barracks Drive Ms. Angie Parks, 2128 Loreto Drive Ms. Lois Gnade, 9244 Los Cabos Trail Ms. Ashley McSpadden, 2136 Barracks Drive Mr. Derek Wright, 2316 Grand Rapids Drive Mr. Ezekiel Stockbridge, 9304 San Tejas Drive Mr. Daniel Tahan, 2349 Horseback Trail Ms. Priscilla Knapp, 2137 Burnside Drive Ms. Jennifer Tahan 2349 Horseback Trail Mr. Thomas Knapp, 2137 Burnside Drive Mr. Eric Steen, 2229 Juarez Drive Ms. Jessica Pulley, 9448 Tierra Verde Trail Mr. Patrick Adams, 2345 Grand Rapids Drive Ms. Dilia Rubiano, 2437 Loreto Drive Ms. Sarah Adams, 2345 Grand Rapids Drive Ms. Kelly Mata, 2237 Juarez Drive Mr. Jesse Walters, 2328 Horseback Trail Mr. David Barbosa, 2341 Grand Rapids Drive Ms. Veronica Estrada, 2312 Gutierrez Drive Ms. Heather Kramer, 2101 Loreto Drive Ms. Cynthia Jankowski, 2404 Grand Rapids Drive Ms. Carla Russell, 2129 Loreto Drive Mr. Michael Perez, 2360 Clairborne Drive Ms. Megan Fuller, 9905 Amosite Drive Ms. Janelle Stratton, 2320 Horseback Trail

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Byrd, that Zoning Docket ZC-17-091 be continued to the August 1, 2017, Council meeting. Motion passed 7-0, Council Members Bivens and Jordan absent.

9. SP-17-010 - (CD 6) - Chisholm Summer Creek LLC, 9100-9400 blocks Summer Creek Drive; From: PD 971 "PD/D" Planned Development for all uses in "D" High Density Multifamily with a maximum of 24 units per acre; site plan required To: Provide required site plan for PD 971 for multifamily (Recommended for Approval by the Zoning Commission)

Mr. Robert Cronin, 550 Bailey Avenue, completed a speaker card in support of Site Plan SP-17-010 and was recognized by Mayor Price but did not wish to address Council.

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Moon, that Site Plan SP-17-010 be continued to the August 1, 2017, Council meeting. Motion passed 7-0, Council Members Bivens and Jordan absent.

10. ZC-17-092 - (CD 7) - BOA Sorte, LP ET AL. 9000-9900 blocks Park Drive, 8900- 9300 Boat Club Road, 10101, 10125, 10151, 10159 Saginaw; From: "AG" Agricultural, "E" Neighborhood Commercial and "I" Light Industrial To: PD/A-5 Planned Development for all uses in "A-5" One-Family with development standards related to lot sizes and lot coverage; site plan waiver recommended and "E" Neighborhood Commercial (Recommended for Approval as Amended by the Zoning Commission with a maximum of 2,500 units and a 100 ft. landscape buffer along the industrial zoning to the east) CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 20 of 26

The following individuals completed speaker cards in support of Zoning Docket ZC-17-092 and were recognized by Mayor Price but did not wish to address Council:

Ms. Marcella Olson, 500 West 7th Street, Suite 600 Mr. Justin Bono, 9219 Arbor Trail Drive

Mr. David Adams, 9514 Park Drive, completed a speaker card in opposition to Zoning Docket ZC-17-092 and was recognized by Mayor Price but did not wish to address Council.

Ms. Stacy Alvarez, 8432 North Water Tower Road, appeared before Council in opposition to Zoning Docket ZC-17-092.

Mr. Landry Burdine, 500 Main Street, completed a comment card in support of Zoning Docket ZC-17-092.

Mr. James Vance, 9516 Park Drive, completed a comment card in opposition to Zoning Docket ZC-17-092.

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Byrd, that Zoning Docket ZC-17-092 be continued to the August 1, 2017, Council meeting. Motion passed 7-0, Council Members Bivens and Jordan absent.

11. ZC-17-093 - (CD 9) - SSS Tenancy in Common, 2801 and 2901 Stanley; From: PD 822 "PD/I" Planned Development for all uses in "I" Light Industrial, plus metal stamping, dyeing, shearing or punching; planing mill or woodworking shop, mini-warehouses, and permitting motors with 50 horsepower or more; site plan waived, with TCU Residential Overlay To: "UR" Urban Residential with TCU Residential Overlay (Recommended for Approval by the Zoning Commission)

The following individuals completed speaker cards in support of Zoning Docket ZC-17-093 and were recognized by Mayor Price but did not wish to address Council:

Ms. Mary Nell Poole, 2918 Wingate Mr. Randy Primrose, 1900 Airport Freeway, Bedford, Texas Mr. Michael Dike, 2817 West 5th Street

Mr. James Hawks, 2933 Livingston Avenue, appeared before Council in support of Zoning Docket ZC-17-093.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 21 of 26

The following individuals completed a comment cards in support of Zoning Docket ZC-17-093:

Ms. Michelle Hawks, 2933 Livingston Avenue Mr. Dwayne Kennemore, 2720 Livingston Avenue Mr. Ralph Hawks, 2929 Livingston Avenue

Motion: Council Member Zadeh made a motion, seconded by Council Member Moon, that Zoning Docket ZC-17-093 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

12. ZC-17-098 - (CD 4, CD 7) - City of Fort Worth Planning & Development Department: Text Amendment: Amend I-35 Overlay Design Standards; An Ordinance amending the Comprehensive Zoning Ordinance of the City of Fort Worth, being Ordinance No. 21653, as amended, codified as Appendix "A" of the Code of The City of Fort Worth (2015), by amending Sections of the I-35W Design Overlay District – District Standards and Guidelines as provided by Section 4.404.D., "I-35W Development Standards and Guidelines Adopted" of Section 4.404, I-35W Corridor ("I-35W") Design Overlay District of Article 4, "Overlay Districts" of Chapter 4, "District Regulations": to provide clarifications to the requirements for landscaping, parking, tree planting, setbacks and plan submittals (Recommended for Approval by the Zoning Commission)

Motion: Council Member Moon made a motion, seconded by Council Member Byrd, that Zoning Docket ZC-17-098 be approved and Ordinance No. 22792-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent.

There being no one else present desiring to be heard in connection with the recommended changes and amendments pertaining Zoning Ordinance No. 13896 for the above-listed cases, Council Member Moon made a motion, seconded by Council Member Byrd, that the hearing be closed and Ordinance No. 22791-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent.

XXII. REPORT OF THE CITY MANAGER

B. General

1. M&C G-19041 - Adopt Supplemental Appropriation Ordinance Increasing Estimated Receipts and Appropriations in the Various Tax Increment Funds in the Total Amount of $50,542,808.00 for Fiscal Year 2017 (ALL COUNCIL DISTRICTS)

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Allen Gray, that Mayor and Council Communication G-19041 be approved and Supplemental Appropriation Ordinance No. 22793-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent. CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 22 of 26

2. M&C G-19042 - Verify Completion of Rehabilitation Project for a Historic and Cultural Landmark Property Located at 1512 Hurley Avenue and Declare Said Property to be Entitled to a Historic Site Tax Exemption (COUNCIL DISTRICT 9)

Motion: Council Member Zadeh made a motion, seconded by Mayor Pro tem Shingleton, that Mayor and Council Communication G-19042 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

3. M&C G-19043 - Authorize Transfers and Adopt Appropriation Ordinances Increasing Funding in the Group Health Insurance Fund and Retiree Healthcare Trust Fund by a Combined Amount of $10,500,000.00 from a Combination of $3,000,000.00 in Reallocated, Previously Appropriated Funds and $7,500,000.00 in Newly Appropriated Funds for Payment of Healthcare and Related Costs (ALL COUNCIL DISTRICTS)

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Byrd, that Mayor and Council Communication G-19043 be approved and Appropriation Ordinance Nos. 22794-06-2017 and 22795-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent.

5. M&C G-19045 - Adopt Appropriation Ordinance for the Purchase of Vehicles, Capital Equipment and Facility Repair and Replacement in the Amount of $3,613,181.00 for the Water Department (ALL COUNCIL DISTRICTS)

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Moon, that Mayor and Council Communication G-19045 be approved and Appropriation Ordinance No. 22796-06-2017 be adopted. Motion passed 7-0, Council Members Bivens and Jordan absent.

D. Land

1. M&C L-16054 - Authorize Acquisition of Up to 10.25 Acres of Fee Simple Interest in Land, Out of the Jonathan Burleson Survey, Abstract No. 78, Fort Worth, Tarrant County, Texas, from Waste Management of Texas, Inc., and Necessary Easements for the Development and Construction of a New Fire Station in West Fort Worth in an Amount Not to Exceed $1,360,000.00, Including Closing Costs (COUNCIL DISTRICT 3)

Motion: Council Member Byrd made a motion, seconded by Mayor Pro tem Shingleton, that Mayor and Council Communication L-16054 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 23 of 26

2. M&C L-16055 - Conduct Public Hearing and Authorize Use of Approximately 0.336 Acres of Handley Park Located at 6201 Beaty Street, South of Greenlee Street, West of Haynie Street, North of Beaty Street, and East of East Loop 820, for an Oncor Electrical Easement and Dedication of Street Rights-of-Way for the Handley Meadowbrook Community Center (COUNCIL DISTRICT 5) (PUBLIC HEARING)

Mayor Price opened the public hearing.

a. Report of City Staff

Mr. Richard Zavala, Park and Recreation Department, appeared before Council and provided a staff report.

b. Citizen Presentations

Ms. Judy Taylor, 2604 Stark Street, completed a comment card in support of Mayor and Council Communication L-16055.

c. Council Action

Motion: Council Member Zadeh made a motion, seconded by Mayor Pro tem Shingleton, that the public hearing be closed and Mayor and Council Communication L-16055 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

F. Award of Contract

1. M&C C-28287 - Authorize Execution of a Tax Abatement Agreement with Smith Nephew Inc., or an Affiliate for the Expansion of an Existing Medical Manufacturing Facility Located at 4900 W. Vickery Boulevard (COUNCIL DISTRICT 3)

Motion: Council Member Byrd made a motion, seconded by Council Member Moon, that Mayor and Council Communication C-28287 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

2. M&C C-28288 - Authorize Execution of Engineering Services Task Order Agreements with Eleven Engineering Consulting Firms in Amounts Ranging from $140,000.00 to $870,000.00 for Design Services, Construction and Project Management Support to Advance High Priority Projects Needed to Improve Safety and Capacity as Identified by Staff for the Anticipated 2018 Bond Program (COUNCIL DISTRICTS 2, 4, 6, 7 and 8)

Motion: Council Member Allen Gray made a motion, seconded by Mayor Pro tem Shingleton, that Mayor and Council Communication C-28288 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 24 of 26

4. M&C C-28290 - Authorize Execution of an Engineering Services Agreement with Lamb-Star Engineering, L.P., for an Amount Not to exceed $1,000,000.00 for the Design of Meandering Road from East Gate of NASJRB to River Oaks Blvd/SH 183 (COUNCIL DISTRICT 7)

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Moon, that Mayor and Council Communication C-28290 be approved with gratitude. Motion passed 7-0, Council Members Bivens and Jordan absent.

5. M&C C-28291 - Authorize Execution of a Professional Services Agreement with BGE, Inc., in an Amount Not to Exceed $1,500,000.00 to Provide Full- Time Project Management Staff Extension Services for a Performance Period Up to Twenty-Four Months for the Transportation and Public Works Department (ALL COUNCIL DISTRICTS)

Motion: Council Member Moon made a motion, seconded by Council Member Byrd, that Mayor and Council Communication C-28291 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

6. M&C C-28292 - Authorize Execution of a Professional Services Agreement with Lockwood, Andrews and Newnam, Inc., in an Amount Not-To-Exceed $1,500,000.00 to Provide Full-Time Project Management Staff Extension Services for a Performance Period Up To Twenty-Four Months for the Transportation and Public Works Department (ALL COUNCIL DISTRICTS)

Motion: Council Member Moon made a motion, seconded by Mayor Pro tem Shingleton, that Mayor and Council Communication C-28292 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

7. M&C C-28293 - Authorize Execution of the First Renewal of City Secretary Contract No. 47996 in the Amount of $2,000,000.00 with Woody Contractors, Inc., for the City-Wide Storm Drain Improvements Contract for a Total Contract Amount of $3,500,000.00 and Provide for Contingencies, Construction Management, Surveying, Inspection and Material Testing for a Total Project Amount of $4,068,100.00 (ALL COUNCIL DISTRICTS)

Motion: Council Member Zadeh made a motion, seconded by Mayor Pro tem Shingleton, that Mayor and Council Communication C-28293 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 25 of 26

8. M&C C-28294 - Authorize Execution of an Architectural Services Agreement with HKS, Inc., in the Amount of $799,261.74 to Provide Architectural Design and Construction Administration Services for the New Como Community Center Located at Chamberlin Park (2014 BOND PROGRAM) (COUNCIL DISTRICT 3)

Motion: Council Member Byrd made a motion, seconded by Council Member Moon, that Mayor and Council Communication C-28294 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

9. M&C C-28295 - Authorize Execution of a Construction Contract with DMI, Corp. d/b/a Decker Mechanical, in an Amount Not to Exceed $3,071,143.00, Which Includes 7.5 Percent for the Owner’s Construction Allowance, for the Cowtown Coliseum HVAC Renovation and the Fire Alarm Replacement, for a Total Anticipated Project Cost of $3,276,765.00 (COUNCIL DISTRICT 2)

Motion: Council Member Flores made a motion, seconded by Mayor Pro tem Shingleton, that Mayor and Council Communication C-28295 be approved. Motion passed 7-0, Council Members Bivens and Jordan absent.

XXIII. CITIZEN PRESENTATIONS

Mr. Donald Fisher, 6925 Hatch Drive, completed a Citizen Presentation card relative to archeology material and was recognized by Mayor Price but was not present in the Council Chamber.

Mr. Zachary Ferguson, representing L. Clifford Davis Legal Association, appeared before Council relative to former Deputy Chief Vance Keyes, Assistant Chief Abdul Pridgen, Ms. Jacqueline Craig and Officer William Martin.

Mr. Anthony Eichler, 1000 Henderson Street #450, completed a Citizen Presentation Card relative to environmental issues and was recognized by Mayor Price but was not present in the Council Chamber.

Mr. Robert Parks, representing Brinkman Construction, 2526 Hulette Avenue, Lancaster, Texas, appeared before Council relative to the 2007 Dabney Park contract with the Park and Recreation Department.

Mayor Price directed Mr. Parks to meet with Assistant City Manager Susan Alanis after the meeting.

Ms. Karen Kennard, representing the Fort Worth Towing Alliance, P.O. Box 1471, appeared before Council relative to towing for the City of Fort Worth.

Mayor Price directed Ms. Kennard to meet with Assistant City Manager Susan Alanis, the Police Department, and the Law Department.

CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING JUNE 20, 2017 Page 26 of 26

Bishop Mark Kirkland, 1732 Liberty Street, appeared before Council relative to the state of the community.

Mr. Bob Willoughby, 6731 Bridge Street #125, appeared before Council relative to red light cameras, Proposition 2, and term limits for Council members.

Mr. Charles Clark, 4404 Carol, appeared before Council relative to pursuing justice and equality in Fort Worth.

Mr. Kennith Butler, 1501 Dancinger Drive, appeared before Council relative to a request for law enforcement to inform citizens of their rights.

Police Captain Vance Keyes, 8624 Paper Birch Lane, appeared before Council relative to the treatment of minority officers in the Police Department.

Mr. Michael Bell, representing Fort Worth Citizens for Racial Peace, Justice and Equality, P.O. Box. 51240, appeared before Council relative to providing justice and equity for racial/ethnic minorities.

Mr. K.L Johnson, 5529 Decory Road, appeared before Council relative to community’s issues with the Police Department.

Pastor B.R. Daniels, Jr., representing the Faith and Community Leaders United (FCLU) of Fort Worth, and the Circle of Clergy for Change (CCC) of Fort Worth, 1212 Cameo Drive, appeared before Council relative to City management and the Police Department.

Ms. Ellen Clark, 4404 Carol, completed a Citizen Presentation Card relative to pursuing justice and equality in Fort Worth and was recognized by Mayor Price but did not wish to address Council.

Mr. Syed Hamza, 2932 Woodbridge Drive, appeared before Council relative to Jacqueline Craig.

XXIV. EXECUTIVE SESSION (CITY COUNCIL CONFERENCE ROOM, CITY HALL, ROOM 290)

XXV. ADJOURNMENT

There being no further business, Mayor Price adjourned the Regular meeting at 10:30 p.m.

CITY OF FORT WORTH, TEXAS SPECIAL CALLED CITY COUNCIL MEETING JUNE 27, 2017

Present:

Mayor Betsy Price Mayor Pro tem Dennis Shingleton, District 7 Council Member Salvador Espino, District 2 Council Member Brian Byrd, District 3 Council Member Cary Moon, District 4 Council Member Gyna Bivens, District 5 Council Member Jungus Jordan, District 6 Council Member Kelly Allen Gray, District 8 Council Member Ann Zadeh, District 9

Staff Present:

David Cooke, City Manager Sarah Fullenwider, City Attorney Ronald P. Gonzales, Assistant City Secretary

I. Call to Order – Mayor Betsy Price

With a quorum present, Mayor Price called the Special Called meeting of the Fort Worth City Council to order at 3:01 p.m., on Tuesday, June 27, 2017, in the City Council Conference Room 290, 200 Texas Street, Fort Worth, Texas.

II. Discuss Appointment of Task Force on Race and Culture

Mayor Price provided information on creation of the Task Force on Race and Culture with community conversations led by Estrus Tucker and assisted by National League of Cities REAL staff members. She asked that the Council find consensus on members of the community that have been asked to be co-chairs of the task force and advised that those co-chairs would select the individual members of the committee with suggestions by the City Council.

Motion: Mayor Pro tem Shingleton made a motion, seconded by Council Member Moon, to accept Lillie Biggins, Bob Ray Sanders, Rosa Navajar and Bob Ray Sanders as Co-Chairs of the Task Force on Race and Culture. Motion passed 9-0.

VI. Adjourn – Mayor Betsy Price

There being no further business, Mayor Price adjourned the Special Called meeting at 3:22 p.m.

These minutes approved by the Fort Worth City Council on the 1st of August, 2017.

Attest: Approved:

______Mary J. Kayser Betsy Price City Secretary Mayor

TO: Honorable Mayor and City Council

FROM: Dennis Shingleton, Chair, Legislative & Intergovernmental Affairs Committee

DATE: August 1, 2017

SUBJECT: Appointments to the Metropolitan Area EMS Authority

Recommend your approval for the appointments reflected below. These appointments have not been vetted through the complete guidelines reflected in Fort Worth Administrative Regulation, Nomination of At-Large Members for Certain Boards, Commission and Committees, Section 5.0 – Procedures. However, the appointments have been reviewed by the City Attorney’s Office for potential conflicts of interest.

These appointments are being expedited in lieu of the above Administrative Regulation guidelines to ensure a quorum is achieved at the August meeting of the Authority since the Legislative and Intergovernmental Affairs Committee will not meet until August 29, 2017.

Appointment

- Dr. Janice Knebl, with a term expiring September 30, 2019. Dr. Knebl is replacing Dr. Darrin D’Agostino who resigned.

- Council Member Brian Byrd, with a term expiring September 30, 2020. Council Member. Byrd is replacing Council Member Zim Zimmerman.

The respective applications and resumes, if provided, are attached and the original copy will be maintained in the City Secretary’s Office.

COUNCIL MEMBER DENNIS SHINGLETON City of Fort Worth★1000 Throckmorton Street★Fort Worth, Texas 76102 (817) 392-8807★FAX (817) 392-6196 INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10030

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 2

SUBJECT: AMENDMENT NO. 2 TO THE ECONOMIC DEVELOPMENT

PROGRAM AGREEMENT WITH WAL-MART STORES TEXAS, LLC AND WAL-MART REAL ESTATE BUSINESS TRUST TO REVISE THE COMPLETION DEADLINES FOR THE WAL-MART SUPERCENTER PROJECT AT THE SOUTHEAST CORNER OF GOLDEN TRIANGLE BOULEVARD AND PARK VISTA BOULEVARD

Under an Economic Development Program Agreement (Agreement) between the City and Wal- Mart Stores Texas, LLC and Wal-Mart Real Estate Business Trust (Wal-Mart) (City Secretary Contract No. 46623, as amended by City Secretary Contract No. 46623-A1), Wal-Mart is required to expend at least $13 million to complete a 182,000 square foot SuperCenter as well as road improvements to Park Vista Boulevard (Phase I). In addition, Wal-Mart is also required to expend at least $3 million to complete at least 12,000 square feet of commercial and/or retail shell space on the property (Phase II). In return, the City will pay Wal-Mart certain Economic Development Program grants, as authorized by Chapter 380, Texas Local Government Code.

Under the Agreement, the deadline for completion of Phase I was December 31, 2016, but under City Secretary Contract No. 46623-A1, that deadline was extended for successive 30-day periods until the City had completed necessary right-of-way acquisitions and design changes. Specifically, the City added roundabouts in the design specifications to be located on Park Vista Boulevard at its intersections with Keller-Hicks Road, Golden Triangle Boulevard and Ray White Road. Park Vista Boulevard will be four lanes as it nears the intersections of Keller-Hicks Road and Golden Triangle Boulevard. It will then transition back down to a two lane section between Keller Hicks Road and Golden Triangle Boulevard and Golden Triangle Boulevard and Ray White Road. The deadline for completion of Phase II is 3 years after the final Phase I completion deadline.

On December 13, 2016 (M&C C-28029), City Council authorized the execution of a Community Facilities Agreement with Wal-Mart Real Estate Business Trust in the amount of $16,112,388.00 for the construction of Park Vista Boulevard from Keller Hicks Road to Ray White Road, with City participation in the amount of $294,600.00 for increasing the height of the Park Vista Road bridge and installations of a 48-inch water casing. The project includes a bridge over Big Bear Creek to the south of Golden Triangle Boulevard.

Until these design elements were finalized, Wal-Mart was unable to proceed with construction of its project. Now that all designs have been finalized and all necessary rights-of-way have been acquired, the parties wish to amend the Economic Development Program Agreement in order to provide for hard deadlines for completion of both Phase I and Phase II. In order to be consistent with the associated executed Community Facilities Agreement, City staff recommends the Economic Development Program Agreement be amended to reflect a Phase I Completion Deadline of February 28, 2019 and a Phase II Completion Deadline of February 28, 2022.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10030

August 1, 2017 To the Mayor and Members of the City Council Page 2 of 2

SUBJECT: AMENDMENT NO. 2 TO THE ECONOMIC DEVELOPMENT

Staff will place an M&C for City Council consideration on the August 15, 2017 agenda.

If you have any questions concerning this information, please contact Robert Sturns, Economic Development Director at 817-212-2663 or [email protected].

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10031

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 1

SUBJECT: TEXAS ENTERPRISE ZONE NOMINATION FOR SMITH & NEPHEW,

INC.

The City Council of the City of Fort Worth (City) has previously passed Ordinance No. 15733 electing to participate in the Texas Enterprise Zone Program. On May 12, 2015 the City Council adopted Ordinance No. 21743-05-2015, amending Ordinance No. 15733 by adding additional potential local incentives that could be made available to qualified businesses under the Texas Enterprise Zone Program. The Office of the Governor Economic Development and Tourism through the Economic Development Bank will consider Smith & Nephew, Inc. (Smith & Nephew) as an enterprise project pursuant to a nomination and an application made by the City.

The Texas Enterprise Zone Program is an economic development tool for local communities to partner with the State of Texas to promote job creation and capital investment in economically distressed areas of the State. An enterprise project is defined as a business that is nominated by a municipality or county and then approved for state benefits. Designated projects are eligible to apply for state sales and use tax refunds on qualified expenditures. The level and amount of refund is related to the capital investment and jobs created at the qualified business site.

Smith & Nephew qualifies for a single Enterprise Project Designation with a projected capital investment of $25.7 million for the expansion of its operations at the existing medical manufacturing facility at 4900 W. Vickery Boulevard. The investment includes $4.7 million to be spent on real property improvements, and $21 million to be spent on machinery and equipment for increased manufacturing capacity. The company will retain 83 employees and create an additional 100 full-time jobs, with an average annual salary of $64,000.

The single project designation allows for a state sales and use tax refund on qualified expenditures of $2,500 per job, for up to 500 jobs, with a maximum benefit of $1.25 million over a five year period. Under the Texas Enterprise Zone Act at least twenty-five percent of the business' new or retained employees will be residents of an enterprise zone, economically disadvantaged individuals, or veterans. In addition, the jobs will be provided through the end of the designation period or at least three years after the date on which a state benefit is received, whichever is later.

On June 20, 2017, the City Council approved a 5 year tax abatement with Smith & Nephew and Staff also recommended nominating Smith & Nephew, Inc. as an Enterprise Zone Project pursuant to the Texas Enterprise Zone Program. Staff will place an M&C to this effect for Council’s consideration on the August 15, 2017 agenda. Submittal and approval of this application for State benefits will have no fiscal impact to the City’s general fund.

If you have any questions concerning this information, please contact Robert Sturns, Economic Development Director at 817-212-2663 or [email protected].

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10032

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 2

SUBJECT: PUBLIC EDUCATION: RESTRAINED AND FENCED PETS

The City Council has requested information about the City’s efforts to educate the public on the importance of restraining and fencing pets.

The Code Compliance Department, Animal Care and Control Division (ACC), is charged with ensuring the public safety of residents and animals. Animal-related public safety is a combination of enforcement and education. Enforcement actions include rabies control, dangerous dog prosecutions, cruelty investigations and removing stray animals from the streets. Educating the public on responsible pet ownership is key to combatting stray and unrestrained dogs by eliminating or minimizing culpable human behaviors.

Fence Them In – It’s The Law In 2014-15, ACC implemented a strategic public education campaign in English and Spanish to address stray animals within the city. The “Fence Them In – It’s The Law” campaign specifically addresses City ordinances regarding proper enclosures, vaccinations and spay/neuter activities. The campaign continues today with a goal to significantly decrease incidents in ZIP codes where dog bites and stray animals are the highest:  East: 76119, 76104, 76103, 76105  North: 76102, 76106, 76164, 76111  Northeast: 76117, 76118

The campaign uses an integrated approach for the delivery of the message: collateral materials such as door hangers and postcards, City website, social media, neighborhood billboards, messages on the back of ACC trucks, Community Engagement Office and the media.

Partnership organizations assisting in the distribution of educational materials include:  Internal partners: FWPD, ACC Officers, Code Officers, Community Engagement Office, Fort Worth Libraries and Park and Recreation community centers.  External partners: Urgent Animals Fort Worth, Texas Alliance for Homeless Pets, Spay/Neuter Network, Texas Coalition for Animal Protection and Saving Hope.

Campaign Recognition: In 2017, the campaign won a distinguished international award for excellence in marketing and communications from the Communicator Awards. Winners are recognized for work that transcends innovation and craft – work that makes a lasting impact.

Resident Interactions ACC is focused on direct interactions between residents and animal control officers. These include conversations during enforcement actions as well as a new focus on returning caught pets (strays), which can be identified through tags or microchips, to their owners rather than bringing them to the shelter.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10032

August 1, 2017 To the Mayor and Members of the City Council Page 2 of 2

SUBJECT: PUBLIC EDUCATION: RESTRAINED AND FENCED PETS

The Numbers In 2014, the Department created the first Stray Team and it was so successful that a second team was added in 2016. These teams focus on stray capture in high risk areas during the hours that strays are most active, when pedestrian school traffic is the highest, where there are large public events, etc.

Conclusion As the success of the teams grow, there are fewer stray animals on the streets; however, the effort to capture the remaining strays is more time consuming and difficult because most are typically owned animals that the owner lets out to briefly run the neighborhood and then return home before staff arrive or are longer term strays that have adapted to a wildlife behavior of flight from humans except during periods of hunger or territorial aggression/pack behavior. The City encourages all residents to report stray animals to the City Call Center at (817) 392-1234.

If you have any questions about this information, please contact Code Compliance Director Brandon Bennett at 817-392-6322.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10033

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 1

SUBJECT: DOCKLESS BIKE SHARE OPERATORS

Globally, bike sharing systems are popular ways to allow the short-term use of bicycles for transportation or recreation trips. The United States currently has 119 networks, with nine individual systems in Texas alone. Traditional bike share systems have utilized fixed stations that require a user to dock the bicycle in a station at the end of a trip. Earlier this year, dockless bike share systems pioneered in Asia and have subsequently spread to Europe and the U.S. This new type of bike share is an app-based system designed so a user can locate and check out a bicycle using his or her phone and leave the bicycle within the public right-of-way at his or her final destination without needing a station. Bicycles use an onboard lock that clamps the real wheel, prohibiting the bicycle from being ridden until it is unlocked via the app.

Fort Worth Bike Sharing (FWBS), created by the Fort Worth Transportation Authority, began operating in Fort Worth in April 2013 with 30 stations in the central city and has now grown to 46 stations and 350 bicycles. Like similar systems in Austin, El Paso, San Antonio, and Houston, FWBS operates using B-Cycle equipment created by bicycle manufacturer Trek. FWBS is a self-sustaining, board-governed, 501(c)(3) non-profit agency, separate from any government or municipality. Stations are located both within the public right-of-way and on private property. For stations located in the public right-of-way, FWBS enters into an encroachment agreement with the City of Fort Worth for use of the right-of-way. On January 15, 2013, the City Council approved Council Proposal 292, authorizing a waiver of permitting and encroachment fees for installation of bike sharing stations. An annual membership to FWBS costs $80.00 with unlimited free rides of less than 1 hour. FWBS daily memberships are $8.00 with unlimited free rides of 30 minutes or less.

Vbikes is a Garland-based for-profit company and has recently approached the City requesting to operate within the right- of-way. Vbikes users pay a $99.00 refundable deposit with rides costing $1.00 per hour. The City Code does not allow the commercial use of public space or the display of merchandise on public right-of-way without the City’s consent or a permit. Due to the transient nature of dockless bike share systems, the encroachment agreement process used with FWBS does not fit the Vbikes business model. In order for Vbikes to operate legally within the City right-of-way, a mechanism to document the City’s approval -- such as establishing a permit process or other right-of-way use agreement – seems to be necessary.

Dockless bike share systems have raised concerns among public officials in other cities. When not in use, the bicycles are left in the public right-of-way and, if not parked correctly, can obstruct ADA curb ramps and clutter pedestrian paths. Other U.S. cities have created legal processes and permits to regulate and mitigate some of these concerns.

City staff therefore proposes to prepare an ordinance by which dockless bike share operators might obtain the City’s permission to use the right-of-way. Such an ordinance would include a permit or an agreement along with regulations pertaining to liability insurance and indemnifications, restrictions on eligible bicycle parking zones, minimum bicycle safety standards and maintenance schedules, enforcement and permit/agreement revocation processes, and annual fees and applications.

City staff will work with the Pedestrian and Bicycle Advisory Commission to formulate this ordinance for discussion at a City Council work session later this year. If you have any questions about this matter in the meantime, please contact Randle Harwood, Planning and Development Director, at 817-392-6101.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10034

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 5

SUBJECT: WORKFORCE DIVERSITY REPORT

Diversity is a core value for the City of Fort Worth. As a core value the City recognizes that a diverse workforce provides many perspectives, views and ideas that add strength to the City’s ability to strategize, communicate and deliver services. The City and surrounding community, like the United States as a whole, continues to evolve as an increasingly multicultural society. Having employees who come from different demographics only furthers the City’s understanding of its customer base and enhances its execution of services. Having an internal workforce that reflects the diversity of our Community is a key focus at the City of Fort Worth.

Human Resources regularly collects and analyzes workforce data that is shared on the City’s website annually. In February, 2016, Human Resources provided a special informal report to Council indicating the racial/ethnic make-up for each employee group in 2006 and 2016 compared to 2010 census data. The information below is updated to reflect 2007 and 2017 data compared to the 2010 census. Three population benchmarks are displayed – the City of Fort Worth, Tarrant County, and the Tri-County area which included Tarrant, Parker and Johnson Counties.

2007 & 2017

AFRICAN- EE GROUP CAUCASIAN HISPANIC OTHER CFW RESIDENT AMERICAN CFW Population 2010 41.7% 34.1% 18.9% 5.3% Tarrant County 2010 51.8% 26.7% 14.9% 6.6% Tri-County 2010 55.5% 25.2% 13.2% 6.1% 2007 2017 2007 2017 2007 2017 2007 2017 2007 2017 All Employees 57.7% 55.6% 20.2% 23.1% 19.4% 17.4% 2.6% 3.9% 52.1% 49.4%

General 50.9% 45.6% 23.2% 27.5% 22.7% 22.2% 3.1% 4.7% 58.2% 57.8% Sworn Police 69.4% 67.3% 15.5% 18.9% 13.1% 10.5% 2.0% 3.3% 42.2% 40.9% Sworn Fire 77.8% 79.4% 10.5% 10.7% 10.7% 8.2% 1.0% 1.6% 32.8% 27.0%

General Exempt 61.9% 58.2% 12.5% 15.1% 19.9% 19.5% 5.7% 7.2% 48.6% 49.4% General Nonexempt 46.1% 40.4% 28.0% 32.6% 23.9% 23.3% 1.9% 3.7% 62.5% 61.2%

Managerial 70.0% 71.1% 11.9% 11.3% 15.7% 14.2% 2.5% 3.4% 38.8% 36.3% Assistant Directors 69.1% 80.0% 12.4% 5.5% 17.2% 12.7% 1.3% 1.8% 30.3% 41.8% Directors and Above 58.9% 63.0% 17.6% 11.1% 23.4% 25.9% 0.0% 0.0% 92.1% 74.1% Total Management 68.4% 71.6% 12.7% 10.1% 16.9% 15.5% 1.9% 2.7% 43.9% 40.5%

Professional 60.8% 55.0% 12.3% 16.5% 20.4% 20.1% 6.5% 8.3% 49.2% 51.0%

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10034

August 1, 2017 To the Mayor and Members of the City Council Page 2 of 5

SUBJECT: WORKFORCE DIVERSITY REPORT

Highlights

Much like last year, the data demonstrates that:  Over the last ten years, the overall workforce (All Employees) has become more racially diverse with Hispanics achieving the most notable gains. The workforce also continues the trend of less CFW residents with more living in Tarrant or other surrounding Counties.  “General” employees (excluding Sworn Police and Fire personnel) most closely represent the demographics of the City of Fort Worth and is continuing to become more diverse.  Management positions are composed of three categories – Directors/Chiefs and above; Assistant Directors, which includes Assistant and Deputy Chiefs; and Managers that includes Police Captains, Fire Battalion Chiefs and civilian staff that typically supervise a division of a department.  Professional positions include all exempt employees not designated as management above. Continued progress of minority representation exists in this group with Hispanic employees increasing the most.  Civil Service positions, and well as Management positions, remain a potential focus to improve the diversity of the workforce. Changes in Talent Acquisition

While the City seeks to hire the best person for each and every position, there is a focus on promoting racial diversity. The goal is to have a workforce that reflects the diversity of the community and a hiring process that removes bias from the selection process. In 2016 and 2017, Human Resources made multiple changes in the Talent Acquisition efforts of the City to support those goals:

1. The Hiring process was changed by reworking and reducing the number of steps in the process. This has reduced the average time to fill positions from 100 days to 70 days. The changed process also removed potential bias by removing the “Candidate Matrix”, which was previously done manually by Hiring Managers. It was replaced with application screening questions that are set-up prior to the position posting, reviewed and approved by Human Resources, and allow the tracking system, which has no inherent bias, to do the initial screen of the candidates.

2. The City also changed to a new Applicant Tracking System. The new system has been easier to use for applicants, internal departments, and Human Resources. The system assisted with the improvement in time to fill and also help allow for larger, and more diverse applicant pools, as well as better reporting capabilities. Departments have reported higher quality applicant pools in addition to the higher quantity.

3. Significant changes were also made to the advertising strategy for open positions. The majority of City positions used to only be posted on the City website and in the newspaper. All positions are now posted on:

a. Indeed.com - #1 Job Site in the US b. Glassdoor.com - #2 Job Site in the US. c. ZipRecruiter – Provides advertising on over 100 additional job sites. d. Careers In Government – A top Government Job Site. e. CareerBuilder.com – Another Top Job Site in the US.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10034

August 1, 2017 To the Mayor and Members of the City Council Page 3 of 5

SUBJECT: WORKFORCE DIVERSITY REPORT

4. A new ‘education substitution’ policy was created and rolled out to allow applicants that have significant levels of job specific experience to be considered for positions even if they lack the educational requirements of it. This has further increased the size and diversity of the candidate pools.

Efforts to Promote Diversity

In addition to the above changes, Human Resources has done the following to increase the City’s Diversity and Inclusion efforts: 1. The requirement of Departments having diverse hiring panels (ethnicity, gender, age) was expanded and improved to allow diverse experience levels (higher-level, equal-level, and lower-level classification) to participate.

2. Become a partner with the Texas Diversity Council, a multicultural resource promoting excellence.

3. Partnered with multiple Diversity focused job-sites including: a. Diversity FIRST Jobs b. WorkplaceDiversity.com c. DiversityinEducation.com d. DiversityInHigherEducation.com e. OutandEqual.com f. LGBTconnect.com g. Diversityconnect.com h. Disabilityconnect.com i. HispanicDiversity.com j. DiversityMBA.com k. Veteransconnect.com l. Veteran’s Job Exchange m. HireVeterans.com n. Vet Jobs o. Recruit Military p. Job Path q. Veteran.com r. Veteran Enterprise s. MilitarySpot.com t. Soldier.com

4. Joined TheMuse.com. This site is unique in that it focuses its’ content toward the Millennial generation. Although the City’s average age of the workforce has increased from 43 to 45 over the last ten years, 72% of the workforce is now Generation X and Millennials. The Millennial generation will continue to enter the workforce, and therefore needs to be a focus for the City’s many ‘entry-level’ and ‘early career’ positions.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10034

August 1, 2017 To the Mayor and Members of the City Council Page 4 of 5

SUBJECT: WORKFORCE DIVERSITY REPORT

5. In addition to the sites mentioned above, Departments have been encouraged to do additional advertising for their positions with industry specific associations and publications to support their diversity recruiting efforts. Some examples of diverse industry associations are: a. Black Police Officers Association b. National Forum for Black Public Administrators c. The Association for Women in Communications d. Society of Hispanic Professional Engineers e. Dallas Hispanic Bar Association

New Applicant Tracking System Statistics

These statistics represent the first 6 months of data available via the City’s new applicant tracking system. Total Candidate Pool – (20,000 Applicants) Caucasian 40% African American 26% Hispanic 21% Other 9% Did Not Disclose 4%

Total Hired Candidates – (400 Hires) Caucasian 40% Hispanic 26% African-American 23% Other 8% Did Not Disclose 3%

Diversity Initiative for Current Workforce

In June 2017, the Human Relations Commission launched Diversity Matters, an initiative created to promote a greater understanding and appreciation for diversity and inclusiveness throughout the City of Fort Worth employee population. The initiative will be managed by the HRC’s Diversity and Inclusion Standing Committee which was established by resolution last year. The Diversity and Inclusion Committee will purposefully focus on programs and special events for city employees and the community that highlight and address issues related, but not limited to, race, national origin, culture, age, gender, sexual orientation, gender identity, disability, and religion, thereby fostering a culture of open-mindedness, compassion, and inclusiveness among individuals and groups. The committee is comprised of an employee representative from each city department as well as representation from city retirees. Applications are currently being sought to fill vacant positions.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10034

August 1, 2017 To the Mayor and Members of the City Council Page 5 of 5

SUBJECT: WORKFORCE DIVERSITY REPORT

Conclusion and Next Steps

Based on the changes that Human Resources and the City has made, the latest statistics from the new system show a very positive trend. The overall candidate pool is diverse, matching the City of Fort Worth’s population, and more importantly, the pool of hired candidates closely matches the Community as well. This shows that the Diversity and Inclusion efforts are working. The next three steps that Human Resources and Departments will be focusing on:

1. In the near future, the City will be able to provide electronic, off-site testing, for Police and Fire positions. It is anticipated that this will provide increased the size, quality, and diversity of the applicant pools for those positions.

2. Upper-Level Management positions are typically handled by outside consultants that have national reach. Advertising strategies and final candidate pools are reviewed and critiqued by Human Resources Management in order to ensure that diversity exists for each position. An expansion of this review effort to all Management-level positions, including those recruited for by the standard, non-consultant process, is needed.

3. Additional focus on departmental needs to determine specific positions lacking a minority presence. Once determined, work to create a recruitment plan of action to target and attract a diverse pool of candidates for those positions.

If you have any questions concerning this information, please contact Brian Dickerson, Human Resources Director at 817-392-7783.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10035

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 5

SUBJECT: MOODY’S DOWNGRADE OF THE CITY’S GENERAL OBLIGATION

CREDIT

The purpose of this informal report is to provide an update on Moody’s review of the City’s General Obligation credit rating, which has included substantial discussion on the overall health of City’s Employee Retirement Plan and the sustainability of current funding practices.

Background

Pension obligations in the local government sector have drawn national attention and rating agencies have increased their focus into how local governments are managing these liabilities. Several factors have led to the deterioration in pension funding levels for various municipal governments across the country resulting in negative credit implications. These factors include, but are not limited to: a prolonged low interest rate environment, aggressive rate of return assumptions, failure to meet required contributions, changes to actuarial assumptions, accounting standard changes, and an inability or limited flexibility to implement necessary restorative actions.

Before 2015, full pension obligations were not required to be reported on the City’s balance sheet. However in June of 2012, the Governmental Accounting Standards Board (GASB) approved Statement No. 67 and 68, Financial Reporting for Pension Plans, which substantially changed the level of disclosure and accounting / financial reporting of public employee pensions by state and local governments. As required by GASB, the City implemented these new standards in fiscal year 2015 and the new reporting information was included in our Comprehensive Annual Financial Report. This new reporting standard provides the basis for the numbers reviewed by the rating agencies during a credit review. It is important to note that the GASB calculations for determining both unfunded liabilities and the funding ratio differs from the annual valuation report submitted by the Employees Retirement Fund due to differences in the way these ratios are calculated.

Fort Worth Employees Retirement Fund (ERF) Summary

The City’s unfunded pension liability has reached historic highs over the past three years. Our unfunded pension liability is essentially the difference between future payment obligations and the present value of funds available to pay for them.

Further, based upon our current funding program, while the City has met its legally required contribution as a percentage of payroll, the City has not fully met our actuarial calculated Annual Required Contribution (ARC) in each of the last five years. The ARC is the annual employer/employee contribution which is required to adequately fund a public pension plan. The ARC is the sum of two factors: a) the cost of pension benefits being accrued in the current year (the ‘normal cost’), plus b) the cost to amortize, or pay off, the plan’s unfunded liability.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10035

August 1, 2017 To the Mayor and Members of the City Council Page 2 of 5

SUBJECT: MOODY’S DOWNGRADE OF THE CITY’S GENERAL OBLIGATION

CREDIT

Not only has the unfunded liability risen in recent years, but the spread between Fort Worth’s actual contribution and the ARC has also increased each year as pension costs continue to rise, as illustrated in the following graph.

Moody’s Investor Service, which maintains various ratings on Fort Worth’s outstanding debt obligations, uses what they call a “tread water” indicator to measure the government’s ability to prevent reported net pension liabilities from growing.

The net pension liability is the amount by which the total pension liability exceeds the pension plan’s net assets available for paying projected benefits.

Effectively, contributions above the tread water indicator would reduce net pension liability. The City’s funding practices have not met the ‘tread water’ sufficiency test as actual contributions are below the sum of the plan’s service cost and interest on the reported net pension liability. As a result, the City’s growth in plan assets from contributions has been outpaced by growth in the total liability.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10035

August 1, 2017 To the Mayor and Members of the City Council Page 3 of 5

SUBJECT: MOODY’S DOWNGRADE OF THE CITY’S GENERAL OBLIGATION

CREDIT

To put this into perspective, the City’s actuarial calculated Net Pension Liability has grown from $1.1 billion in fiscal 2014 to $2.1 billion in fiscal 2017. Additionally, the City’s pension funded ratio has deteriorated from 64.3% in fiscal 2014 to 39.4% in fiscal 2017.

In summary, contributions below actuarially required levels coupled with weak investment returns limiting subsequent growth in plan assets have significantly deteriorated the overall health of the City’s Employee Retirement Fund. The table below draws a historical comparison between real market returns and the fund’s actuarial returns over the last ten years.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10035

August 1, 2017 To the Mayor and Members of the City Council Page 4 of 5

SUBJECT: MOODY’S DOWNGRADE OF THE CITY’S GENERAL OBLIGATION

CREDIT

As seen with other municipalities such as Dallas and Houston, further deterioration without effective change will likely result in additional adverse credit implications.

Credit Rating Implications

On June 22, the City was contacted by Moody’s and informed that pressure exists within Moody’s to revisit the City’s credit due to the substantial changes in the funding ratio over the past few years.

On July 12th, Moody’s concluded their review of the City’s General Obligation (GO) credit. As a result, the City’s GO rating has been downgraded to Aa3 from Aa2. At the same time, the rating outlook was revised to ‘negative’ from ‘stable’, indicating the rating could be lowered again in the near term if further deterioration in credit factors continues without effective change. Moody’s cited in the rating report, “The downgrade to Aa3 reflects the city’s large and growing unfunded pension liability and growing fixed cost burden, which includes annual pension, OPEB and debt service requirements. The Aa3 also incorporates the city’s large and growing tax base, regionally

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10035

August 1, 2017 To the Mayor and Members of the City Council Page 5 of 5

SUBJECT: MOODY’S DOWNGRADE OF THE CITY’S GENERAL OBLIGATION

CREDIT

significant economy, average wealth indices, adequate financial reserves and a moderate direct debt burden.” The rating agency added, “The negative outlook reflects our expectation that, absent pension reform and increased contributions, the city's unfunded pension liability and increasing fixed costs will pressure operations. At year-end 2016, the city's reported net pension liability increased by $516 million to $1.8 billion.”

A pension study is currently underway and recommendations are expected to be delivered to City Council at the end of 2017. A sustainable plan to manage the growing unfunded pension liability will be key credit considerations going forward.” The rating agency’s forward looking analysis included the following:

Factors that Could Lead to an Upgrade  Funding and benefit reform to pension plan that reduces unfunded pension liabilities  Reduction in fixed cost burden

Factors that Could Lead to a Downgrade  Inability to manage rising pension and OPEB costs, leading to increased pension liabilities  Significant increase in debt profile or fixed cost burden  Poor financial performance leading to a significant decline in reserve levels  Trend of significant declines in taxable values

The City of Fort Worth currently maintains the following General Obligation (GO) ratings:

AA+/Stable – S&P Aa3/Negative – Moody’s AA+/Stable – Fitch

If you have any questions, please call Aaron Bovos, Chief Financial Officer, at 817-392-8517.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10036

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 2

SUBJECT: SECOND FINANCING AGREEMENT FOR MYH2O PROGRAM

The MyH2O program will provide retail water and wastewater customers with new tools and information to better understand and manage their water use. The program will also promote efficiencies from treatment to tap and improve processes and operations across the utility. The program is being executed over a multi-year period with two funding commitments from the Texas Water Development Board (TWDB) through the State Water Implementation Revenue Fund for Texas (SWIRFT). SWIRFT funds are a low-cost financing option for water infrastructure. In addition to low interest rates, this program qualifies for a 35.5 percent interest rate subsidy because the MyH2O program promotes water conservation. The total project cost is estimated at $76,000,000. The first funding commitment of $13,000,000 was authorized by the City Council in 2015 (M&C G-18549) and on December 8, 2015, at an interest rate of 1.63%.

The initial debt issuance has been used to fund the procurement, discovery and design phases of the MyH2O program. This included an RFQ process resulting in the execution of a contract with a program integrator, Aqua-Metric Sales Company, Inc. in October 2016. Additional work completed or underway as part of the design includes:  Identifying organizational needs for new technology and staffing;  Mapping of existing business processes and evaluation of best practices for recommended business process changes to incorporate efficiencies introduced by the program;  Inspecting every service line connection to document pipe materials (with customer follow- up on lead lines), size and site conditions;  Assigning location IDs for all 11,000 meters in the preliminary deployment area and for all remaining locations across the service area in preparation for scheduled meter exchange;  Developing the strategy and outreach plan for communications with employees, customers and other stakeholders;  Review of customer portal options and analysis of impacts to other services;  Review of ordinances impacted by new procedures and technologies;  Creating standard procedures for meter installation, activation and validation;  Identifying and replacing 349 ageing large meters with AMI-ready meters;  Site selection, assessment and permitting of 29 tower locations for network antennas;  Executed lease agreements for tower sites in the preliminary deployment area; and  Identifying opportunities for minority and disadvantaged business participation

The remaining funds from the first draw will be used to build and validate the initial field infrastructure, customer portal and technology interfaces necessary to go-live with the program in the preliminary deployment.

The second funding commitment from the TWDB for the remaining $63,000,000 is planned for fall 2017. The TWDB schedule requires the submission of a separate financing agreement for the remaining loan amount authorized in the initial SWIRFT application. The financing agreement,

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10036

August 1, 2017 To the Mayor and Members of the City Council Page 2 of 2

SUBJECT: SECOND FINANCING AGREEMENT FOR MYH2O PROGRAM

used to assist the TWDB in sizing the total 2017 SWIRFT debt issuance, must be submitted to the TWDB by August 28th. Staff will bring forward an action item to authorize the execution of the financing agreement for the second funding installment at the August 15 City Council meeting.

Upon City Council approval of the SWIRFT financing agreement, staff will move forward with a separate M&C to request authorization of an increase in the total contract amount of the agreement with the system integrator, Aqua-Metric Sales Company, Inc. The additional funds will be used to build out the full system across the retail service area once all of the components of the initial deployment are validated.

Fully implemented, MyH2O will enhance the customer experience by providing valuable, personalized information about water use, improving the efficiency and options for interacting with the utility and providing additional billing and payment capabilities. In addition, the program will improve revenue recovery, provide more frequent and granular data to address issues within the utility’s distribution system, improve system modeling and enable targeted customer outreach. It is anticipated that the initial deployment will take place during the 2nd quarter of 2018 with full system implementation complete in 2022.

Should you have any questions regarding MyH2O or the financing agreement with TWDB, please contact Kara Shuror, Interim Water Director, at 817-392-8819.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10037

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 2

SUBJECT: FINAL PRICING RESULTS OF THE 2017A & 2017B SPECIAL TAX

REVENUE BONDS FOR THE DICKIES ARENA

This informal report is intended to provide the Mayor and City Council with a summary of the results from our 2017A and 2017B Special Tax Revenue bond sale, which was completed on Tuesday, June 20, 2017, providing funding for the City’s contribution to the Dickies Arena. The sales details of the bonds are presented below.

Background

On June 6th, the Mayor and Council approved the bond ordinance authorizing the sale of 2017A and 2017B Special Tax Revenue Bonds. The ordinance included parameters which required specific actions and events to be realized in order for the sales of debt to be consummated.

The City offered the debt utilizing a negotiated sale process with the assistance of our co-financial advisors, FirstSouthwest, a Division of Hilltop Securities Inc. and Estrada Hinojosa & Co. Results of the bond pricings are highlighted on the following pages.

Overview of Pricing

A summary of the final pricing results compared to the original estimates is provided below:

Summary of Series 2017A June 2nd Final Results M&C Authorization Tax-Exempt Financing Results Estimates Parameters Total Par Amount $84,835,000 $86,170,000 $120,000,000 Net Premium $11,427,588 $11,121,074 Delivery Date Expenses $998,122 $995,108 $1,280,000 True Interest Cost 3.89% 3.95% Maximum Annual Debt Service $6,205,600 $6,333,306 Average Annual Debt Service $6,079,310 $6,194,575 Average Life (Years) 16.783 16.743

Summary of Series 2017B June 2nd Final Results M&C Authorization Taxable Financing Results Estimates Parameters Total Par Amount $142,530,000 $140,710,000 $150,000,000 Delivery Date Expenses $1,624,389 $1,543,739 $1,840,000 True Interest Cost 4.35% 4.09% Maximum Annual Debt Service $8,955,503 $8,596,466 Average Annual Debt Service $8,742,690 $8,377,935 Average Life (Years) 18.839 18.713

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10037

August 1, 2017 To the Mayor and Members of the City Council Page 2 of 2

SUBJECT: FINAL PRICING RESULTS OF THE 2017A & 2017B SPECIAL TAX

REVENUE BONDS FOR THE DICKIES ARENA

The four underwriters who participated in the negotiated sale included Citigroup, Loop Capital Markets, Wells Fargo Securities, as well as J.P. Morgan, who also acted as the lead underwriter.

Retail Order Period

Unique to this transaction, the City offered a “retail order period” to residents interested in purchasing the debt as a personal investment. In conjunction with our financial advisors and lead underwriter, the City launched a print advertisement campaign to educate our community about the opportunity to purchase this debt before it was offered to institutional investors. The retail order period was a success, and a summary of those results are below:

Summary of Series 2017A Total Orders Total Investment Retail Order Period Fort Worth Citizens 38 $1,510,000 Texas Residents (a) 20 $2,310,000 Total Retail Investor Participation 58 $3,820,000 (a) These orders came from citizens of Arlington, Azle, Cleburne, Colleyville, Dallas, Denton, Hurst, Kerrville, North Richland Hills, Southlake, Tyler and Waco

Summary of Series 2017B Total Orders Total Investment Retail Order Period Fort Worth Citizens 11 $505,000 Texas Residents (a) 3 $15,000 Other (b) 1 $500,000 Total Retail Investor Participation 15 $1,020,000 (a) These orders came from citizens of Plano and Keller (b) This order came from a buyer in Los Angeles, California

If you have any questions, please call Aaron Bovos, Chief Financial Officer, at 817-392-8517.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10038

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 1

Subject: IMPLEMENTATION OF SENATE BILL 1004 – USE OF CITY RIGHTS-

OF-WAY FOR SMALL CELL INFRASTRUCTURE

The purpose of this informal report is to update the City Council on the City’s efforts to comply with Senate Bill 1004, concerning the use of the City’s rights-of-way for small cell infrastructure. During the regular 2017 legislative session, the Texas Legislature passed S.B. 1004 (to be codified as new Texas Local Government Code, Chapter 284 or “Chapter 284”), with the stated purpose of furthering the important public policy of having reliable wireless networks and services through the provision of standardized permitting processes and compensation schedules.

In mandating that wireless infrastructure and service providers be allowed access to public rights- of-way to install wireless facilities, Chapter 284 sets out certain limitations on the City that are intended to expedite the process on reasonable and nondiscriminatory terms. For instance, Chapter 284 limits the City’s timeline to review permit applications, caps application and annual fees, and requires co-location on City poles. Chapter 284 also limits the City’s police power but allows additional restrictions on placement and characteristics of network nodes and node support poles when they are proposed to be located in municipal parks, residential areas, historic districts, design districts, and underground districts.

Chapter 284 also permits the City to adopt a Design Manual governing the installation and construction of network nodes and new node support poles in the public rights-of-way that includes additional installation and construction details that do not conflict with Chapter 284, provided that the Design Manual must be in place at the time the permit applications are first submitted. City staff has been working diligently over the past several weeks with applicable stakeholders to prepare a comprehensive Design Manual that will apply to sitings; installations; and co-locations in, on, over, or under the public rights-of-way of, among other things, network nodes, node support poles, and micro network nodes. Chapter 284 and all of its provisions go into effect on September 1, 2017, and it is anticipated that the City will receive permit applications for approximately 1,000 network nodes once Chapter 284 becomes effective.

Staff will be presenting the final Design Manual and fee structure for consideration before the City Council on August 15 with the understanding that both must be adopted no later than the August 29 meeting so that they can be effective on September 1, 2017.

If you have any questions about this information, please contact Randle Harwood, Planning and Development Director at 817-392-6101.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10039

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 2

SUBJECT: RESIDENTS UTILITY WORK NOTIFICATION

This Informal Report addresses construction work that is done by utility companies and not construction projects initiated and coordinated by the City of Fort Worth.

The Transportation and Public Works Department permitted 7,844 locations last fiscal year for utility construction in the city’s rights of way. As part of the permitting process, notification to residents is required. This informal report outlines the communications currently going to residents when utility construction occurs in their neighborhoods.

Utility contractors perform two types of work: customer service request and infrastructure construction.

Companies servicing their customers or equipment that is located in the easement are not required to notify adjoining property owners or obtain a permit from the City of Fort Worth. However, infrastructure construction requires both resident notification and a permit.

To effectively manage street closures, minimize damage and disruptions to traffic flow, and to ensure proper repair to the street pavement while allowing for utility construction and maintenance, a utility construction policy was adopted by the City in March 2001. As part of this policy, contractors must notify the City and adjoining property owners two (2) working days (48 hours) prior to initiating construction. Advance notice to property owners must be in writing, and include a contact person and 24 hour telephone number.

In addition, the contractor is required to install a project identification sign on each end of the work site 48 hours in advance of the start of construction. The sign must state the utility company name, telephone number, the contractor’s name and their phone number.

If a repair is deemed an emergency, utility companies may make the repair and notify the City within 24 hours.

In addition to the policy, notification information is included on each permit and is stated as follows: Notify customers 48 hours prior to construction. Permit does not grant access to utility easements. Contact property owner to schedule access to utility easements. Traffic control per TMUTCD. Failure to notify the contact person prior to construction may result in the permit being revoked. A copy of the traffic control plan and the permit must be onsite. No lane closures 7 to 9 am and 4 to 6 pm. Arrow board required for lane closures. Contractor to schedule and coordinate all traffic control, including sidewalk closures and lane closures with the Inspector. Equipment and materials are not allowed to be stored in Fort Worth ROW without prior approval. Coordinate work so no pits are left open over weekends. Contractor project information signs required.

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10039

August 1, 2017 To the Mayor and Members of the City Council Page 2 of 2

SUBJECT: RESIDENTS UTILITY WORK NOTIFICATION

Contractors must coordinate access to utility easements with property owners. All communications activities (materials creation and distribution) are coordinated and paid by the utility company and/or contractor.

For large projects that will last for multiple days and will require extensive major thoroughfare construction, we work with the utility to notify residents through City News, social media and NextDoor. Because of the volume, expense and staffing associated with these types of notifications, the City’s communications staff limits this level of communication and coordination to large projects.

Any questions about this Informal Report can be directed to Michelle Gutt, Communication & Public Engagement Director at 817-392-6248.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 10040

August 1, 2017 To the Mayor and Members of the City Council Page 1 of 1

SUBJECT: ASSISTANCE TO RESIDENTS OF WESTCHESTER PLAZA

This Informal Report describes staff actions to assist residents at Westchester Plaza, an assisted living facility for low-income seniors and disabled individuals, who were displaced after the owners announced on July 10 that the facility would close effective August 10, 2017. The owners, WHG Heritage, Inc., have stated that the closure was due Medicaid’s low reimbursement rates, changes in process management in the program, and the expansion of alternative entitlement programs. The facility was licensed to serve 275 individuals. As of July 26, Westchester Plaza had approximately 75 residents that were still in need of placement into other housing.

The Neighborhood Services Department’s Community Action Partners (CAP) program staff contacted facility management on July 20. CAP employs social workers with the expertise to serve vulnerable populations, including older adults and disabled residents. Staff spoke with one of the owners, Jeff Bryant, who indicated that the regional staff from the Texas Department of Aging and Disability Services (DADS) was onsite daily assisting residents in locating new housing. He also mentioned that the residents’ insurance carriers have been diligently working to identify suitable placements. He said that the primary resource needed for residents was moving supplies. CAP staff offered to provide assistance with locating appropriate placements and access to services offered by the Community Action Partners program.

United Way of Tarrant County has taken the lead in coordinating and vetting volunteers and donations of supplies. Staff from the Directions Home program has verified that no voucher participants have been impacted by the closure. Directions Home staff has also reached out to United Way to offer assistance in obtaining moving supplies for impacted residents.

Volunteers are still needed to assist residents and CAP staff continues to monitor progress. For more information on volunteering or to donate packing materials, interested citizens should contact United Way of Tarrant County at 817-258-8000.

David Cooke City Manager

ISSUED BY THE CITY MANAGER FORT WORTH, TEXAS No Documents for this Section

A Resolution

NO. ______

AMENDING THE COUNCIL RULES OF PROCEDURE TO ADD A NEW SECTION, SECTION 5.4.7, TO ADDRESS RULES OF CONDUCT AND TO REVISE SECTION 5.4.6 TO LIMIT PUBLIC COMMENTS DURING THE CITIZEN PRESENTATION OF THE CITY COUNCIL AGENDA TO THREE MINUTES

WHEREAS, Chapter 3, Section of the City Charter provides that the City Council shall determine the rules of procedure for its meetings; and WHEREAS, the City Council adopted its rules of procedure on January 8, 1960 and have amended them from time to time; and WHEREAS, the City Council desires to further amend its current rules of procedure as set forth herein to add a new section to address rules of conduct for citizen presentations and to limit public comments during the citizen presentations portion of the City Council agenda to three minutes as more specifically set out in Exhibit A; and WHEREAS, the proposed amendments were discussed at the City Council Work Session on August 1, 2017; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. The Rules of Procedure, City Council of Fort Worth (adopted January 8, 1960, as amended) are hereby amended as set forth in Exhibit “A”.

2. The Resolution shall take effect on August 15, 2017.

3. The City Secretary and the City Attorney are directed to prepare a new printing of the Rules of Procedure, as amended, and distribute the same to the City Council, the City Manager and other city staff as deemed appropriate and make said amended rules available to the public.

Adopted this ______day of ______2017.

ATTEST: By: ______Mary Kayser, City Secretary

Exhibit “A”

Add language to 5.4.6 Citizen Presentations:

Persons wishing to address the City Council about an item that is not otherwise posted on the City Council Meeting agenda and who have completed a speaker’s card at least fifteen (15) minutes prior to the scheduled start of the City Council Meeting will be permitted to speak under the agenda item entitled “Citizen Presentations.” The Chairman shall have the discretion to call for all or a portion of the citizen presentations to be made under that agenda item earlier or later in the meeting. Responses to a citizen’s presentation by the City Council and staff shall be in accordance with Texas Open Meetings Act requirements. If a citizen or City Council member raises a subject that has not been included in the public notice for the City Council Meeting, a response may consist only of a statement of specific factual information or a recitation of existing policy. Any further discussion of the subject shall be limited to a proposal to place the subject on the agenda for a future meeting for deliberation or decision. Presentations by individuals shall be limited to three minutes. At the discretion of the Chairman, this limit may be extended. Group Presentations as described in 5.4.4 shall not be allowed during the Citizen Presentation portion of the City Council agenda.

Add a new section; 5.4.7 Rules of Conduct:

The city council is committed to conducting its business in a courteous, reasonable, and respectful manner. Any member of the public attending city council meetings shall observe the same rules of propriety, decorum and good conduct applicable to members of the city council. Members of the public desiring to address the Council shall be recognized by the Presiding Officer and shall state his or her name and city of residence in an audible tone for the record and shall limit his or her remarks to the topic under discussion

Every person desiring to speak shall address the entire Council and shall not single out a member of the Council, the audience or a staff member. Speakers shall not make personal attacks. Any person making personal, impertinent, profane or slanderous remarks or who becomes loud, boisterous or disruptive while addressing the city council or while attending the city council meeting shall be removed from the room if is so directed by the Presiding Officer and the person shall be barred from further audience before the city council during that session of the city council.

Unauthorized remarks from the audience, stamping of feet, whistles, yells, and similar demonstrations shall not be permitted by the Presiding Officer. Demonstrations, the carrying of signs or placards, or other activities which disturb the peace and good order of the meeting shall not be permitted in the council chambers. Offenders may be removed from the room at the direction of the Presiding Officer.

Delete the following repetitive language from 4.3:

Demonstrations, the carrying of signs or placards, or other activities which disturb the peace and good order of the meeting shall not be permitted in the council chambers

A Resolution

NO. ______

A RESOLUTION OF THE CITY OF FORT WORTH, TEXAS DETERMINING THE COSTS OF CERTAIN PUBLIC IMPROVEMENTS TO BE FINANCED BY THE FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 17 (ROCK CREEK RANCH); ACCEPTING A PRELIMINARY SERVICE AND ASSESSMENT PLAN, INCLUDING PROPOSED ASSESSMENT ROLLS; DIRECTING THE FILING OF THE PROPOSED ASSESSMENT ROLLS WITH THE CITY SECRETARY TO MAKE AVAILABLE FOR PUBLIC INSPECTION; CALLING A PUBLIC HEARING ON AUGUST 15, 2017 TO CONSIDER AN ORDINANCE LEVYING ASSESSMENTS ON PROPERTY WITHIN THE DISTRICT; DIRECTING CITY STAFF TO PUBLISH AND MAIL NOTICE OF SAID PUBLIC HEARING; 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 Council and the City staff have been presented with a Preliminary Service and Assessment Plan for the District, including the proposed assessment rolls attached thereto (the “Proposed Assessment Rolls”) (collectively, the “Preliminary SAP”), a copy of which is attached hereto as Exhibit A and is incorporated herein for all purposes; and

WHEREAS, the Preliminary SAP sets forth the estimated total costs of the Authorized Improvements to be financed by the District at this time (defined in the Preliminary SAP as the “Major Improvements”) and the proposed assessment rolls (the “Proposed Assessment Rolls”) state the special assessments to be levied against each parcel of land in the Eastern Improvement Area and the Western Improvement Area of the District (as defined in the Preliminary SAP) as determined by the assessment methodology chosen by the City Council and set forth in the Preliminary SAP; and

WHEREAS, the Major Improvements are to be financed by special assessments to be levied on the Eastern Improvement Area and the Western Improvement Area of the District; and

WHEREAS, the Act requires that the Proposed Assessment Rolls be filed with the City Secretary of the City (the “City Secretary”) and be subject to public inspection; and

WHEREAS, the Act requires that a public hearing (the “Assessment Hearing”) be called to consider the proposed assessments and requires the City Council to hear and pass on any objections to the proposed assessments at, or on the adjournment of, the Assessment Hearing; and

WHEREAS, the Act requires that notice of the Assessment Hearing be published in a newspaper of general circulation in the City before the tenth (10th) day before the date of the Assessment Hearing and be mailed to property owners liable for assessment; and

WHEREAS, after all objections have been heard and passed on at the Assessment Hearing, the City Council may levy special assessments against the property in the District to pay for the Major Improvements. 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 City Council does hereby accept the Preliminary SAP for the District, including the Proposed Assessment Rolls, a copy of which is attached hereto as Exhibit A and is incorporated herein for all purposes. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Preliminary SAP.

SECTION 3. THAT the City Council hereby determines that estimated total cost of the Major Improvements to be funded through the special assessments levied at this time in the Eastern Improvement Area and the Western Improvement Area of the District, including financing costs, is approximately $14,000,000.

SECTION 4. THAT the City Council's final determination and approval of the costs of the Major Improvements, or any portion thereof, shall be subject to and contingent upon City Council approval of a final Service and Assessment Plan which will include final Assessment Rolls, after the properly noticed and held Assessment Hearing.

SECTION 5. THAT the City Council expressly defers the levy of the Roadway Improvement Assessment (as defined in the Preliminary SAP) against property only within the Western Improvement Area to finance the Roadway Improvements (as defined in the Preliminary SAP) that will benefit only the property within the Western Improvement Area until such time as the costs of such improvements can be determined with certainty.

SECTION 6. THAT the City Council hereby authorizes and directs the filing of the Preliminary SAP, including the Proposed Assessment Rolls, with the City Secretary and the same shall be available for public inspection.

SECTION 7. THAT the City Council hereby authorizes, and calls, a public hearing (the Assessment Hearing as defined above) to be held on August 15, 2017 at or after 7:00 p.m. at City Council Chamber, City Hall, 200 Texas Street, Fort Worth, Texas, at which the City Council shall, among other actions, hear and pass on any objections to the proposed assessments; and, upon the adjournment of the Assessment Hearing, the City Council will consider an ordinance levying the assessments as special assessments on the property within the District (which ordinance shall specify the method of payment of the assessments).

SECTION 8. THAT the City Council hereby authorizes and directs the City Secretary to publish notice of the Assessment Hearing in substantially the form attached hereto as Exhibit B and incorporated herein for all

purposes, in a newspaper of general circulation in the City, on or before August 4, 2017, as required by Section 372.016(b) of the Act.

SECTION 9. THAT when the Proposed Assessment Rolls are filed with the City Secretary, the City Council hereby authorizes and directs the City Secretary, on or before August 4, 2017, to mail to owners of property liable for assessment notice of the Assessment Hearing as required by Section 372.016(c) of the Act.

SECTION 10. THAT City staff is authorized and directed to take such other actions as are required (including, but not limited to, notice of the public hearing as required by the Texas Open Meetings Act) to place the Assessment Hearing on the agenda for the August 15, 2017 meeting of the City Council.

SECTION 12. THAT this Resolution shall become effective from and after its date of passage in accordance with law.

Adopted this ______day of ______2017.

ATTEST:

By: ______Mary Kayser, City Secretary

EXHIBIT A PRELIMINARY SERVICE AND ASSESSMENT PLAN

Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Service and Assessment Plan

July 24, 2017

2180.021\62459.6

Table of Contents

Section I PLAN DESCRIPTION AND DEFINED TERMS ...... 3 Section II PROPERTY INCLUDED IN THE PID ...... 11 Section III DESCRIPTION OF THE AUTHORIZED IMPROVEMENTS ...... 15 Section IV ASSESSMENT PLAN...... 19 Section V SERVICE PLAN ...... 30 Section VI TERMS OF THE SPECIAL ASSESSMENTS ...... 35 Section VII ASSESSMENT ROLL...... 41 Section VIII MISCELLANEOUS PROVISIONS ...... 45 Appendix A-1 WESTERN IMPROVEMENT AREA ASSESSMENT ROLL……………………………...….47 Appendix A-2 EASTERN IMROVEMENT AREA ASSESSMENT ROLL...... 50 Appendix B LEGAL DESCRIPTION FOR PROPERTY WITHIN PID ...... 52 Appendix C MAP OF AUTHORIZED IMPROVEMENTS ...... 59

2180.021\62459.6 Section I: Plan Description and Defined Terms

List of Tables

Table II-A PUBLIC IMPROVEMENT DISTRICT BOUNDARIES ...... 12 Table II-B WESTERN IMPROVEMENT AREA BOUNDARIES ...... 13 Table II-C EASTERN IMPROVEMENT AREA BOUNDARIES...... 14 Table III-A COSTS OF AUTHORIZED IMPROVEMENTS AND COSTS OF NON-PID RELATED IMPROVEMENTS ...... 17 Table IV-A COSTS OF UNIVERSITY IMPROVEMENTS AREA……………………………………………………………………………………..……...20 Table IV-B WESTERN IMPROVEMENT AREA COST ALLOCATION ...... 22 Table IV-C EASTERN IMPROVEMENT AREA COST ALLOCATION ...... 23 Table IV-D WESTERN IMPROVEMENT AREA SPECIAL ASSESSMENT ALLOCATION ...... 26 Table IV-E WESTERN IMPROVEMENT AREA ESTIMATED VALUE TO SPECIAL ASSESSMENT RATIOS………………………………………………………………………………………….26 Table IV-F WESTERN IMPROVEMENT AREA SPECIAL ASSESSMENT ALLOCATION – MAJOR IMPROVEMENTS AND ROADWAY IMPROVEMENTS ...... 27 Table IV-G WESTERN IMPROVEMENT AREA ESTIMATED VALUE TO SPECIAL ASSESSMENT RATIOS – MAJOR IMPROVEMENTS AND ROADWAY IMPROVEMENTS……….……..27 Table IV-H EASTERN IMPROVEMENT AREA SPECIAL ASSESSMENT ALLOCATION ...... 28 Table IV-I EASTERN IMPROVEMENT AREA ESTIMATED VALUE TO SPECIAL ASSESSMENT RATIOS………………………………………………………………………………………….28 Table V-A MAJOR IMPROVEMENTS PID BONDS SOURCES AND USES ...... 31 Table V-B ROADWAY IMPROVEMENTS PID BONDS SOURCES AND USES ...... 32

2180.021\62459.6 Section I: Plan Description and Defined Terms

Table V-C WESTERN IMPROVEMENT AREA ANNUAL INSTALLMENTS ...... 33 Table V-D WESTERN IMPROVEMENT AREA ANNUAL INSTALLMENTS – MAJOR IMPROVEMENTS AND ROADWAY IMPROVEMENTS ...... 33 Table V-C EASTERN IMPROVEMENT AREA ANNUAL INSTALLMENTS ...... 34 Table VII-A WESTERN IMPROVEMENT AREA SPECIAL BENEFIT SUMMARY ...... 41 Table VII-B WESTERN IMPROVEMENT AREA SPECIAL BENEFIT SUMMARY – ROADWAY IMPROVEMENTS ...... 42 Table VII-C EASTERN IMPROVEMENT AREA SPECIAL BENEFIT SUMMARY ...... 43

2180.021\62459.6 Section I: Plan Description and Defined Terms

Section I

PLAN DESCRIPTION AND DEFINED TERMS

A. Introduction

1. On December 13, 2016, (the “Creation Date”), the City Council (the “City Council”) of the City of Fort Worth, Texas (the “City”) approved Resolution No. 4724-12-2016, which authorized the creation of the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) (the “PID”) to finance all or a portion of the Actual Costs of the Authorized Improvements for the benefit of certain property in the PID, all of which is located within the city limits of the City.

2. Chapter 372 of the Texas Local Government Code (as amended, the “PID Act”), governs the creation and operation of public improvement districts within the State of Texas. This Service and Assessment Plan (this “SAP”) was prepared pursuant to the PID Act. The PID Act requires that a service plan “cover a period of at least five years and must also define the annual indebtedness and the projected costs for improvements.” The PID Act also requires a service plan “be reviewed and updated annually for the purpose of determining the annual budget for improvements.” The service plan for the PID is described in more detail in Section V herein.

3. The Assessment Rolls for the PID are attached hereto as Appendix A-1 and Appendix A-2, and are addressed in Section VII of this SAP. The Special Assessments as shown on the Assessment Rolls are based on the method for establishing and levying the Special Assessments described in Sections IV and VI of this SAP.

4. Unless otherwise specified, references in this SAP to a “Section,” a “Table,” or an “Appendix” shall mean a Section of, a Table in, or an Appendix to this SAP.

B. Definitions

As used in this SAP, capitalized terms shall have the meanings ascribed to them as follows:

1. “Actual Cost(s)” means, with respect to an Authorized Improvement, the demonstrated, reasonable, allocable, and allowable costs of constructing such Authorized Improvement, as specified in a payment request in a form that has been reviewed and approved by the City. Actual Cost may include (i) the costs incurred for the design, planning, financing, administration/management, acquisition, installation, construction and/or implementation of such Authorized Improvement, (ii) the costs incurred in preparing the construction plans for such Authorized Improvement, (iii) the fees paid for obtaining permits, licenses or other governmental approvals for such Authorized Improvement, (iv) the Project Management Fees, (v) the costs incurred for external professional costs, such as engineering, geotechnical, surveying, land planning, architectural landscapers, advertising, marketing and research studies, appraisals, legal, accounting and similar

2180.021\62459.6 Section I: Plan Description and Defined Terms

professional services related to the Authorized Improvement, (vi) all labor, bonds and materials, including equipment and fixtures, incurred by contractors, builders and materialmen in connection with the acquisition, construction or implementation of the Authorized Improvement, (vii) all related permitting, zoning and authorized approval expenses, architectural, engineering, legal and consulting fees, financing charges, taxes, governmental fees and charges, insurance premiums, and miscellaneous expenses, and (viii) all payments for Administrative Expenses. Actual Cost(s) with respect to the Sanitary Sewer Improvements means Owner’s share of the cost thereof, to the extent and at the time required to be paid by the Owner to the City pursuant to an agreement between the City and the Owner for the providing of sanitary sewer services.

2. “Additional Interest” means the 0.50% additional interest charged on Special Assessments pursuant to Section 372.018 of the PID Act to fund the Delinquency and Prepayment Reserve, pursuant to Sections IV.H.

4. “Administrative Expenses” means the administrative, organizational, maintenance and operation costs and expenses associated with, or incident to, the administration, organization, maintenance and operation of the PID, including, but not limited to, the costs of (i) direct and contracted costs incurred by the City including legal counsel, engineers, accountants, financial advisors, investment bankers or other consultants and advisors, (ii) creating and organizing the PID and preparing the Assessment Rolls, (iii) computing, levying, collecting and transmitting the Special Assessments or the Annual Installments thereof, (iv) maintaining the record of Special Assessments, including payments, reallocations and/or cancellations of the Special Assessments or Annual Installments thereof, (v) investing or depositing the Special Assessments or other monies, (vi) complying with the PID Act, arbitrage rebate requirements and/or securities disclosure requirements, (vii) paying the paying agent/registrar’s and trustee’s fees and expenses (including the fees and expenses of its legal counsel) related to the PID Bonds, and (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 payments on, and redeeming PID 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 PID Bonds. Annual Administrative Expenses collected and not expended shall be carried forward and applied to reduce Administrative Expenses in subsequent years to avoid over collection.

2180.021\62459.6 Section I: Plan Description and Defined Terms

5. “Administrator” means an officer or employee of the City or third party designee of the City who is not an officer or employee thereof, who shall have the responsibilities provided for herein, in an Indenture relating to the PID Bonds or in any other agreement approved by the City Council relating to the PID.

6. “Annual Installment” means, with respect to the Assessed Property, each annual payment of: (i) the Special Assessment (including the principal of and interest on), as shown on the Special Assessment Rolls attached hereto as Appendix A-1 and Appendix A-2, as the same may be updated in accordance with this SAP, or in an Annual Service Plan Update, and calculated as provided in Section VI of this SAP, (ii) Administrative Expenses, and (iii) Additional Interest designated for the Delinquency and Prepayment Reserve described in Section IV.H of this SAP.

7. “Annual Service Plan Update” has the meaning set forth in Section V.2 of this SAP.

8. “Assessed Property” or “Assessed Properties” means property within the PID that benefit from the Authorized Improvements and on which Special Assessments have been levied as shown on an Assessment Roll (as the same may be updated each year by the Annual Service Plan Update) and which includes any and all Parcels within the PID other than Non-Benefited Property.

9. “Assessment Ordinance” means each ordinance adopted by the City Council approving this SAP (including any amendments or supplements to this SAP) and levying the Special Assessments.

10. “Assessment Roll” means, as applicable, each Assessment Roll included in this SAP as Appendix A-1 and Appendix A-2, as the same may be updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of any PID Bonds or in connection with any Annual Service Plan Update.

11. “Authorized Improvements” means those improvement, including those listed in Table III-A and described in Section III.B, authorized by Section 372.003 of the PID Act, acquired, constructed or installed in accordance with this SAP, and any future updates and/or amendments, for which Special Assessments are levied against the Assessed Property that receives a special benefit from such improvements.

12. “City” means the City of Fort Worth, Texas.

13. “City Council” means the duly elected governing body of the City.

2180.021\62459.6 Section I: Plan Description and Defined Terms

13. “City Facilities Agreement” means the City's standard community facilities agreement or such other form as the City may require to ensure compliance with its "Community Facilities Agreement (CFA) Policy, Related Ordinance, and Street Design Criteria" last revised by M&C G-13181, March 20, 2001, as the same may be amended from time to time.

14. “County” means Tarrant County, Texas.

15. “Delinquency and Prepayment Reserve” has the meaning set forth in Section IV.H of this SAP.

16. “Delinquent Collection Costs” means interest, penalties and expenses incurred or imposed with respect to any delinquent Special Assessment, or an Annual Installment thereof, in accordance with the PID Act which includes the costs related to pursuing collection of such delinquent Special Assessment, or an Annual Installment thereof, and the costs related to foreclosing the lien against the Assessed Property, including attorney’s fees to the extent permitted under Texas Law.

17. “Eastern Improvement Area” means the approximately 833 acres of land within the PID located east of Chisolm Trail Parkway and shown on Table II-C.

18. “Eastern Improvement Area Assessment Roll” means the Eastern Improvement Area Assessment Roll included in this SAP as Appendix A-2, as the same may be updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds or in connection with any Annual Service Plan Update.

19. “Indenture” means an indenture of trust, trust agreement, ordinance or similar document between the City and Trustee, authorizing the issuance of, and setting forth the terms and other provisions relating to any PID Bonds, including the collection of Annual Installments for the repayment thereof, as modified, amended, and/or supplemented from time to time.

20. “Lot” means (i) for any portion of the Property for which a subdivision plat has been recorded in the official real property records of the County, a tract of land described as a “lot” in such subdivision plat, and (ii) for any portion of the Property for which a subdivision plat has not been recorded in the official real property records of the County, a tract of land anticipated to be described as a “lot” in a final recorded subdivision plat.

2180.021\62459.6 Section I: Plan Description and Defined Terms

21. “Land Use” means a classification of final building Lots with similar characteristics (e.g. commercial, light industrial, multifamily residential, single family residential or other uses), as determined or approved by the Administrator and confirmed by the City Council. In the case of single family residential Lots, the Land Use shall be further defined by classifying the residential Lots based on the front footage of the Lot, as determined by the Administrator and approved by the City Council as part of its Annual Service Plan Update. If any change in Land Use requires a change in zoning or other entitlement process, such change must be approved by the City prior to any change in the SAP.

22. “Major Improvements” means, collectively, the Water Improvements and the Sanitary Sewer Improvements described in Section III.B.

23. “Major Improvement Assessment Ordinance” means Assessment Ordinance No. ______adopted by the City Council on ____, 2017 which initially approved this SAP and levied the Major Improvement Special Assessments.

24. “Major Improvement Special Assessments” means the Special Assessments levied pursuant to the Major Improvement Assessment Ordinance on the Eastern Improvement Area and the Western Improvement Area for the Major Improvements, as shown in the Assessment Rolls.

25. “Major Improvement Bonds” means those planned City of Fort Worth, Texas Special Assessment Revenue Bonds, Series 2017 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Major Improvement Project) issued in one or more series, secured by Special Assessments levied on the Assessed Property within the Eastern Improvement Area and the Western Improvement Area to finance the Water Improvements and the Sanitary Sewer Improvements.

26. “Mandatory Prepayment” ” has the meaning set forth in Section VI.C of this SAP.

27. “Maximum Special Assessment per Unit” means, for each Land Use category, the Special Assessment per unit amounts that will be determined by the PID Administrator and the City at the time that the initial Owner of the Assessed Property enters into a a contract for sale of any portion of the Assessed Property to an unaffiliated third party, excluding the University.

28. “Memorandum of Understanding” means that certain "Memorandum of Understanding – City of Fort Worth / Rock Creek Ranch / Chisolm Trail Ranch – Brewer Road Project" by and among the City, Walton Development & Management TX, LLC, and WM Sub CTR, LP, a Texas limited partnership, dated as of August 1, 2017, which sets forth the parties expectations, but is non-binding on the parties, as to the financing of the Roadway Improvements and the Non-PID Related Improvements as described Section III.B.4.b.

2180.021\62459.6 Section I: Plan Description and Defined Terms

29. “Non-Benefitted Property” means Parcels that accrue no special benefit from the Authorized Improvements being funded through the PID, including Public Property, such as the University Property, and easements that create an exclusive use for a public utility property. Property identified as Non-Benefitted Property at the time the Special Assessments (i) are imposed or (ii) are reallocated pursuant to a subdivision of a parcel, is not assessed. Assessed Property converted to Non-Benefitted Property, if the Special Assessments may not be reallocated pursuant to the provisions herein, remains subject to the Special Assessments and requires the Special Assessments to be prepaid as provided for in Section VI.C.

30. “Non-PID Related Improvements” means those improvements described in Section III.B.4 which, although constructed at the same time as Authorized Improvements, do not benefit the Assessed Property and are not paid for by the PID but will be paid by either the City or other property owners not located within the PID.

31. “Owner(s)” means Walton Texas, LP; WUSF 4 Rock Creek, LP, WUSF Rock Creek East, LP or any other entity affiliated with Walton Development and Management, or their respective successors and assigns.

32. “Parcel” means a defined portion of the Property identified by either a tax map identification number assigned by the Tarrant County Appraisal District for real property tax purposes, by metes and bounds description, by lot and block number in a final subdivision plat recorded in the official real property records of the County, or by any other means determined by the City Council.

33. “PID” means the Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) created by the City pursuant to Resolution No. 4724-12-2016 approved December 13, 2016.

34. “PID Act” means Chapter 372 of the Texas Local Government Code, as amended.

35. “PID Bonds” means any bonds secured by Special Assessments levied against Assessed Property within the PID that may be issued to finance Authorized Improvements, including the Major Improvement Bonds and the Roadway Improvements Bonds, if any.

36. “PID Reimbursement Agreement” means the “PID Reimbursement Agreement - Fort Worth Public Improvement District No. 17 (Rock Creek Ranch)” approved by the City on ______, 2017.

37. “Prepayment Costs” mean interest and expenses to the date of prepayment, plus any additional expenses related to the prepayment allowed by applicable law, reasonably expected to be incurred by or imposed upon the City as a result of any prepayment of an Special Assessment.

38. “Project Engineer” means Goodwin & Marshall, Inc.

2180.021\62459.6 Section I: Plan Description and Defined Terms

39. “Project Management Fees” means the fees as agreed to by the City and the Owner for costs incurred by the Owner for the design, construction and installation of such Authorized Improvement exclusive of any costs related to issuing PID bonds or otherwise financing such Authorized Improvement. Estimates of the Project Management Fees are set forth in clauses a and b of Section III.B.3. No Project Management Fees will be paid in excess of such estimates.

40. “Property” means the approximately 1,756 acres of land depicted and described by metes and bounds on Exhibit A to Resolution No. 4724-12-2016 as adopted by City Council on December 13, 2016 and is legally described in Appendix B to this SAP and is depicted in Table II.A of this SAP.

41. “Public Property” means real property, located within the boundaries of the PID owned by or irrevocably offered and accepted for dedication to the federal government, the State of Texas, the County, the City, a school district, a public university, a public utility provider or any other political subdivision or public agency, whether in fee simple, through an easement, by plat or otherwise. Public Property includes the University Property.

42. “Roadway Improvements” means those improvements described in Section III.B.3.b of this SAP, the Actual Costs of which are intended to be financed through a future levy of Roadway Improvements Special Assessments on the Western Improvement Area.

43. “Roadway Improvement Special Assessment” means the Special Assessment anticipated to be levied at a future date pursuant to a separate Assessment Ordinance on Parcels in the Western Improvement Area for the Roadway Improvements, as discussed in Section IV.A.6.

44. “Roadway Improvement Bonds” means bonds anticipated to be issued to fund Roadway Improvements in the Western Improvement Area to be secured by Special Assessments levied at a future date on the Assessed Property within the Western Improvement Area.

45. “Sanitary Sewer Improvements” has the meaning set forth in Section III.B.3.a.ii of this SAP.

46. “Service and Assessment Plan” or “SAP” means this Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Service and Assessment Plan (as such plan is amended, supplemented or updated from time to time) approved by the City Council in each Assessment Ordinance.

47. “Special Assessment” means the assessment levied against a Parcel imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on any Assessment Roll, subject to reallocation upon the subdivision or reduction of such Parcel according to the provisions hereof and the PID Act.

2180.021\62459.6 Section I: Plan Description and Defined Terms

48. “Trustee” means the trustee as specified in an Indenture, and any successor thereto permitted under such Indenture.

49. “University Improvements” has the meaning set forth in Section IV.A.2.

50. “University Roadway Improvements” means roadway improvements that will benefit the University Property but will not be funded by the PID.

51. “University Property” is approximately 80 acres of land and is Public Property and Non-Benefitted Property, as described in Section IVA.2.

52. “Water Improvements” has the meaning set forth in Section III.B.3.a.ii of this SAP.

53. “Western Improvement Area” means the approximately 923 acres of land, within the PID located west of Chisolm Trail Parkway as shown on Table II-B.

54. “Western Improvement Area Assessment Roll” means the Western Improvement Area Assessment Roll included in this SAP as Appendix A-1, may be updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act, including updates prepared in connection with the issuance of PID Bonds or in connection with any Annual Service Plan Update. The Western Improvement Area Assessment Roll includes the portion of the Major Improvement Special Assessment allocable to the Western Improvement Area and will be updated to include the Roadway Improvement Special Assessment when levied.

2180.021\62459.6 Section II: Property Included in the PID

Section II

PROPERTY INCLUDED IN THE PID

A. Property Included in the PID

1. The PID is comprised of the Property shown in Table II-A, which is legally described in Appendix B. The PID, encompassing approximately 1,756 acres, is located entirely within the corporate limits of the City. It is anticipated that the Property will be developed to include approximately 4,917 single family residential homes, approximately 2,520 multi-family residential units, approximately 3,780,000 square feet of commercial space and approximately 960,000 square feet planned as a public university.

2. The Western Improvement Area, encompassing approximately 923 acres, of which approximately 749 net acres will be available for development, is depicted on Table II-B and will include approximately 2,079 single family residential homes, approximately 2,520 multi-family residential units, and approximately 1,275,000 square feet of commercial space. The Western Improvement Area includes the University Property, which will include approximately 960,000 square feet planned as the Tarleton State University – Fort Worth campus. No improvements benefitting the University Property will be financed by Special Assessments in the PID.

3. The Eastern Improvement Area, encompassing approximately 833 acres, of which approximately 795 net acres will be available for development, is depicted on Table II-C and will include approximately 2,838 single family residential homes and approximately 2,505,000 square feet of commercial space.

2180.021\62459.6 Section II: Property Included in the PID

TABLE II-A Public Improvement District Boundaries

2180.021\62459.6 Section II: Property Included in the PID

TABLE II-B Western Improvement Area Boundaries

2180.021\62459.6 Section II: Property Included in the PID

TABLE II-C Eastern Improvement Area Boundaries

2180.021\62459.6 Section III: Description of Authorized Improvements

Section III

DESCRIPTION OF THE AUTHORIZED IMPROVEMENTS

A. Authorized Improvement Overview

1. Section 372.003 of the PID Act identifies the improvements that a City may choose to undertake with the establishment of a PID. The Authorized Improvements identified in the PID Act include:

a) landscaping; b) erection of fountains, distinctive lighting, and signs; c) acquiring, constructing, improving, widening, narrowing, closing, or rerouting of sidewalks or of streets, any other roadways, or their rights-of way;

d) construction or improvement of pedestrian malls; e) acquisition and installment of pieces of art; f) acquisition, construction or improvement of libraries; g) acquisition, construction or improvement of off-street parking facilities; h) acquisition, construction, improvement or rerouting of mass transportation facilities; i) acquisition, construction, or improvement of water, wastewater, or drainage facilities or improvements;

j) the establishment or improvement of parks; k) projects similar to those listed in Subdivisions (i)-(x) l) acquisition, by purchase or otherwise, of real property in connection with an authorized improvement;

m) special supplemental services for improvement and promotion of the district, including services relating to advertising, promotion, health and sanitation, water and wastewater, public safety, security, business recruitment, development, recreation and cultural enhancement;

n) payment of expenses incurred in the establishment, administration and operation of the district; and

o) the development, rehabilitation, or expansion of affordable housing.

2. The City has determined to undertake the Authorized Improvements described in Section III.B. Any change to the Authorized Improvements will require the approval of the City.

2180.021\62459.6 Section III: Description of Authorized Improvements

B. Descriptions and Costs of the Authorized Improvements

1. The Authorized Improvements are described below and depicted in Appendix C. Table III- A shows the Actual Costs of the Authorized Improvements which are being funded by Special Assessments levied against Assessed Property in the PID. Table III-A also shows the actual costs of the University Improvements and the Non-PID Related Improvements, which are not being funded by the PID. The costs shown in Table III-A may be revised in Annual Service Plan Updates.

2. The Authorized Improvements confer a special benefit on the Assessed Property within the PID. The Actual Costs of the Authorized Improvements consisting of Major Improvements are to be funded from: (i) the proceeds of PID Bonds, if any, issued in one or more series and secured by the Major Improvement Special Assessments; and (ii) funds contributed by the Developer. The Actual Costs of the Authorized Improvements consisting of Roadway Improvements are to be funded from: (i) the proceeds of PID Bonds, if any, issued in one or more series and secured by the Roadway Improvement Special Assessments to be levied at a future date; (ii) funds contributed by the Owner, and (iii) funds contributed by the City, each as described herein.

3. The Authorized Improvements are described as follows:

a. Major Improvements

i. Water Improvements - The water improvements (“Water Improvements”) consist of the construction and installation of waterlines, mains, pipes, valves and appurtenances, necessary for the water distribution system that will service all of the Assessed Property within the PID. The Water Improvements will be constructed according to City standards, determined in the City’s sole discretion. The Actual Costs of the Water Improvements are $2,759,319. Included within such Actual Costs are estimated Project Management Fees of $95,420 which will be paid to the Owner on a percentage of completion basis.

ii. Sanitary Sewer Improvements - The sanitary sewer improvements (“Sanitary Sewer Improvements”) consist of construction and installation of pipes, service lines, manholes, encasements and appurtenances necessary to provide sanitary sewer service to all of the Assessed Property within the PID. The Sanitary Sewer Improvements will be constructed according to City standards, determined in the City's sole discretion. The Actual Costs of the Sanitary Sewer Improvements are $5,724,317. Included within such Actual Costs are estimated Project Management Fees of $222,039 which will be paid to the Owner on a percentage of completion basis.

2180.021\62459.6 Section III: Description of Authorized Improvements b. Roadway Improvements

i. Roadway Improvements – The roadway improvements (“Roadway Improvements”) consist of the construction of paving, storm drainage, retaining walls, signage, and traffic control devices which benefit the Assessed Property within the Western Improvement Area and the acquisition of right of way within the Western Improvement Area. The Roadway Improvements are not being funded by the Major Improvement Bonds, but are anticipated to be funded by the Roadway Improvement Bonds, secured by the Roadway Improvement Special Assessments which will be levied at a future date as discussed in Section IV A.6. The Roadway Improvements will be constructed according to City standards, determined in the City's sole discretion. The Actual Costs of the Roadway Improvements are $6,102,698. Included within such Actual Costs are estimated Project Management Fees of $90,956 which will be paid to the Owner on a percentage of completion basis.

Table III-A Rock Creek Ranch Cost of Authorized Improvements Costs of Non-PID Related Improvements

Non-PID Related Improvements (a) Actual Costs of Authorized Total Costs of Improvements Non-PID Related University Improvements Description (a) Improvements Improvements (b) Major Improvements Water $ 2,759,319 $ - $ 155,045 $ 2,914,364 Sanitary Sewer $ 5,724,317 825,088 (c) 331,239 6,880,644 Total Major Improvements 8,483,636 825,088 486,284 9,795,008

Roadway Improvements Roadway (d) $ 6,102,698 1,686,764 679,720 8,469,182 Total Authorized Improvements $ 14,586,334 $ 2,511,852 $ 1,166,004 $ 18,264,190

(a) The Actual Costs of the Authorized Improvements will be funded by the PID and the costs of the Non-PID Related Improvements will not be funded by the PID.

(b) Costs provided by Goodwin & Marshall, Inc. and include project management, soft costs and contingency allocations. The figures shown in Table III-A will be revised in Annual Service Plan Updates.

(c) Sanitary Sewer costs include Non-PID Related Improvements consisting of oversizing costs to be paid for by City and that are not required to service the PID property. (d) Roadway Improvements are estimates and the Actual Costs will be detemined at the time Assessments are levied in the future. The Total Roadway Improvements, excluding the acquisition of right of way and the Non-PID Related Improvements but including Roadway Authorized Improvements and the University Roadway Improvements, will be funded equally by the Owner and the City. The City is expected to fund its portion of the Roadway Improvements through the issuance of bonds, notes or other obligations to be issued concurrently with the proposed Roadway Improvements PID Bonds. The Non-PID Related Roadway Improvements will be funded equally by the City and the owner/developer of Chisholm Trail Ranch. The Roadway Improvements also include $350,000 for the acquisition of right of way that will be funded by the Owner and which will be allocated between the PID and the University Property based on the total acreage of the University Property within the Western Improvement Area.

2180.021\62459.6 Section III: Description of Authorized Improvements

4. The Non-PID Related Improvements will consist of the following: a. Sanitary Sewer Improvements: i. The Non-PID Related Improvements associated with the Sanitary Sewer Improvements consist of oversizing additions to the system in order to accommodate future growth in adjacent areas. The Non-PID Related Improvements associated with the Sanitary Sewer Improvements are not required to service the PID property.

ii. The Non-PID Related Improvements associated with the Sanitary Sewer Improvements in the amount of $825,088 will be funded 100% by the City concurrent with the Actual Costs for the Sanitary Sewer Improvements being funded by the Owner and the PID through the City Facilities Agreement to be executed separate and apart from this SAP. b. Roadway Improvements i. The Non-PID Related Improvements associated with the Roadway Improvements consist of an extension of Brewer Road to serve property not located within the PID. The Non-PID Related Improvements serve property not located within the PID and do not provide a special benefit to the Assessed Property within the PID: however, the Non-PID Related Improvements are integral to the overall development of the Property within the PID.

ii. As set forth in the Memorandum of Understanding, the Non-PID Related Improvements associated with the Roadway Improvements are anticipated to be funded equally by the City and the owners of Chisolm Trail Ranch, an adjoining development being developed by an affiliate of the Owner, prior to or concurrently with the issuance of Roadway Improvements PID Bonds.

2180.021\62459.6 Section IV: Assessment Plan

Section IV

ASSESSMENT PLAN

A. Introduction

1. The PID Act requires the City Council to apportion the cost of the Authorized Improvements based on the special benefits conferred to each Parcel from the Authorized Improvements. The PID Act provides that the Actual Costs may be assessed: (i) equally per front foot or square foot; (ii) according to the value of the property as determined by the governing body, with or without regard to improvements on the property; or (iii) in any other manner that results in imposing equal shares of the cost on property similarly benefited. The PID Act further provides that the City Council may establish the methods of assessing the special benefits for various classes of improvements.

2. Certain improvements related to the Authorized Improvements are being constructed on the University Property. In addition, certain improvements related to the Authorized Improvements are being constructed elsewhere in the PID which serve the University Property. These improvements constructed on or otherwise serving the University Property are referred to herein as the “University Improvements.” The costs of the University Improvements will be funded directly by the Owner. No University Improvements will be financed by Special Assessments nor will any Special Assessments be levied in the future for the purpose of reimbursing the Owner for the costs of such improvements. The University Improvements are being paid from sources other than Special Assessments in the PID and, therefore, the University Property shall be treated as Non-Benefitted Property. The actual costs of the University Improvements related to the PID’s Water Improvements and Sanitary Sewer Improvements have been determined on the basis of the estimated usage, as determined by the Project Engineer, of all Authorized Improvements in the District consisting of Water Improvements and Sanitary Sewer Improvements applicable to the University Property. The actual costs of the University Improvements related to the Western Improvement Area’s Roadway Improvements has been determined on the basis of the University Property’s pro-rata share of the total acreage of the Western Improvement Area. Table IV-A describes the costs of the University Improvements.

2180.021\62459.6 Section IV: Assessment Plan

Table IV-A Non-Benefitted Area Costs of University Improvements (not to be financed by or through the PID)

City of Fort Chisholm Trail Worth Non-PID Ranch Non-PID Total Non-PID Related Related Related Total Costs - University Authorized University Share University Improvements Total Costs (a) Improvements Improvements Improvements Project Improvements Improvements % (c) Major Improvements Water $ 2,914,364 $ - $ - $ - $ 2,914,364 $ 155,045 $ 2,759,319 5.3% Sanitary Sewer 6,880,644 825,088 - 825,088 6,055,556 331,239 5,724,317 5.5% Total Major Improvements $ 9,795,008 $ 825,088 $ - $ 825,088 $ 8,969,919 $ 486,284 $ 8,483,636

Roadway Improvements Roadway (b) 8,469,182 843,382 843,382 1,686,764 6,782,418 679,720 6,102,698 10.0% Total University Improvements $ 18,264,190 $ 1,668,470 $ 843,382 $ 2,511,852 $ 15,752,337 $ 1,166,004 $ 14,586,334

(a) Total Costs include the Actual Costs of Authorized Improvements, the Non-PID Related Improvements and the University Improvements per Table III-A.

(b) Roadway Improvements are estimates.

(c) Percentages for Water and Sanitary Sewer Improvements were determined based on estimated usage, as determined by the Project Engineer, by the University Property and for the Roadway Improvements based on the University Property's pro-rata share of the total Western Improvement Area acreage.

3. The Major Improvements benefit the Eastern Improvement Area and the Western Improvement Area, while the Roadway Improvements benefit only the Western Improvement Area. The Actual Costs of the Major Improvements are allocated to the Assessed Property in the District (in both the Eastern Improvement Area and the Western Improvement Area) based on estimated build out value as described in Section IV.E, below, which will result in imposing equal shares of cost on properties similar benefitted. The Actual Costs of the Roadway Improvements will be allocated to the Western Improvement Area in the manner set forth in an update to this SAP at the time an Assessment Ordinance levying the Roadway Improvement Special Assessments is adopted by the City Council.

4. Table IV-B details the allocation of costs of the Authorized Improvements to the Western Improvement Area Assessed Property.

5. Table IV-C details the allocation of costs of the Authorized Improvements to the Eastern Improvement Area Assessed Property.

6. The adoption of an Assessment Ordinance levying the Roadway Improvement Special Assessments will be deferred until a later date that is agreed upon by the City and the Owners. At this time, it is expected that the Roadway Improvement Special Assessment will be levied in 2018 but it is subject to change which will be reflected in future Annual Service Plan Updates. The Memorandum of Understanding summarizes the expected plan of finance for the Roadway Improvements.

2180.021\62459.6 Section IV: Assessment Plan

7. This Section IV is intended to describe the special benefit conferred upon each Parcel or Lot as a result of the Authorized Improvements, to provide the basis and justification for the determination that this special benefit exceeds the amount of the Special Assessments, and to explain the methodologies by which the City Council allocates and reallocates the special benefit of the Authorized Improvements to Parcels or Lots so that there is an equal share of the Actual Cost being apportioned to Parcels or Lots similarly benefited. The determination by the City Council of the assessment methodology set forth below is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers, consistent with the PID Act, and is conclusive and binding on the Owner and all future owners and developers of any Assessed Property.

B. Special Benefit

1. The Assessed Property must receive a direct and special benefit from the Authorized Improvements, which must be equal to or greater than the amount of the Special Assessments.

2. The Major Improvements are provided for the benefit of the Assessed Properties in the Eastern Improvement Area and Western Improvement Area. The Roadway Improvements will be provided for the benefit of the Assessed Properties in the Western Improvement Area.

3. When the City Council approved this SAP, the Owners owned 100% of the Assessed Property within the PID. The Owners have acknowledged that the Authorized Improvements confer a special benefit on the Assessed Property and consented to the imposition of the Special Assessments to pay for the Actual Costs associated therewith.

4. If the Special Assessment for the Assessed Property prior to subdivision exceeds the sum of the Special Assessments for all newly divided Assessed Properties after such reallocation, the excess amount shall be prepaid as a Mandatory Prepayment as provided under Section VI.C herein.

5. The City Council determined that funding all or a portion of the Actual Costs for the Major Improvements through the PID is beneficial to the City and confers a special benefit to the Assessed Property. Such special benefit exceeds or equals the amount of the Special Assessments levied on the Assessed Property. This conclusion is supported by the evidence, information, and testimony provided to the City Council.

2180.021\62459.6 Section IV: Assessment Plan

C. Allocation of Actual Costs to the Western Improvement Area

Major Improvements

1. The Major Improvements will provide a special benefit to the Western Improvement Area Assessed Property. The Actual Costs of the Major Improvements are, therefore, allocated to the Western Improvement Area Assessed Property, as shown in Table IV-B. The Actual Costs detailed in Table IV-B are subject to revision through the Annual Service Plan Updates, but may not result in increased Special Assessments except as authorized under this SAP or the PID Act.

Table IV-B Western Improvement Area Actual Costs Allocation

City of Fort Chisholm Trail Western Worth Non-PID Ranch Non-PID Improvement Related Related University Total Costs - Area Share of Authorized Improvements Total Costs (a) Improvements Improvements Improvements Project Costs Water $ 2,914,364 $ - $ - $ 155,045 $ 2,759,319 $ 1,296,639 Sanitary Sewer 6,880,644 825,088 - 331,239 5,724,317 2,689,929 Roadway (b) 8,469,182 843,382 843,382 679,720 6,102,698 6,102,698 (d) Total Authorized Improvements $ 18,264,190 $ 1,668,470 $ 843,382 $ 1,166,004 $ 14,586,334 $ 10,089,267

(a) See Table III-A for details. (b) Roadway Improvements are estimates and the Actual Costs will be detemined at the time Assessments are levied in the future. The Roadway Authorized Improvements will be funded equally by the Owner and the City except for the acquisition of right of way of $350,000, which will funded fully by the Owner.

(c) Percentages for Water and Sanitary Sewer Improvements were determined based on the Western Improvement Area's ratio of the estimated build out value of each Lot or Parcel to the total build out value for all Lots and Parcels and for the Roadway Improvements based on the University Property's pro-rata share of the total Western Improvement Area acreage.

(d) The Roadway Improvements of $6,102,698 will be funded $3,216,209 by the City of Fort Worth and $2,886,489 by the Owner through the PID.

Roadway Improvements (Estimated)

1. The Roadway Improvements will provide a special benefit to the Western Improvement Area Assessed Property. The Actual Costs detailed in Table IV-B are subject to revision and may be increased or decreased until the Roadway Improvement Special Assessment is levied pursuant to a future Assessment Ordinance.

D. Allocation of Actual Costs to the Eastern Improvement Area

1. The Authorized Improvements consisting of the Major Improvements will provide a special benefit to the Eastern Improvement Area Assessed Property. The Actual Costs of the Authorized Improvements consisting of the Major Improvements are, therefore, allocated to the Eastern Improvement Area Assessed Property, as shown in Table IV-C. The Actual Costs detailed in Table IV-C are subject to revision through the Annual Service Plan Updates, but may not result in increased Special Assessments except as authorized under this SAP or the PID Act.

2180.021\62459.6 Section IV: Assessment Plan

Table IV-C Eastern Improvement Area Actual Costs Allocation

City of Fort Chisholm Trail Eastern Worth Non-PID Ranch Non-PID Improvement Related Related University Total Costs - Area Share of Authorized Improvements Total Costs (a) Improvements Improvements Improvements Project Costs Water $ 2,914,364 $ - $ - $ 155,045 $ 2,759,319 $ 1,462,680 Sanitary Sewer 6,880,644 825,088 - 331,239 5,724,317 3,034,388 Roadway (b) 8,469,182 843,382 843,382 679,720 6,102,698 - Total Authorized Improvements $ 18,264,190 $ 1,668,470 $ 843,382 $ 1,166,004 $ 14,586,334 $ 4,497,067

(a) See Table III-A for details (b) Roadway Improvements are estimates and the Actual Costs will be detemined at the time Assessments are levied in the future. The Roadway Authorized Improvements will be funded equally by the Owner and the City except for the acquisition of right of way of $350,000, which will funded fully by the Owner.

(c) Percentages for Water and Sanitary Sewer Improvements were determined based on the Eastern Improvement Area's ratio of the estimated build out value of each Lot or Parcel to the total build out value for all Lots and Parcels and for the Roadway Improvements based on the University Property's pro-rata share of the total Eastern Improvement Area acreage.

E. Assessment Methodology

1. The City Council may assess all or a portion of the Actual Costs against Assessed Property so long as the special benefit conferred upon the Assessed Property by the Authorized Improvements equals or exceeds the amount of the Special Assessments. All or a portion of the Actual Costs may be assessed using any methodology that results in the imposition of equal shares of the Actual Costs on Assessed Property similarly benefited.

2. Assessment Methodology for Major Improvements

For purposes of this SAP, the City Council has determined that the Actual Costs of the portion of the Major Improvements shall be allocated to the Assessed Property in the Eastern Improvement Area and the Western Improvement Area of the PID by spreading the entire Special Assessment across the Assessed Property within the Eastern Improvement Area and Western Improvement Area based on the ratio of the estimated build out value of each Land Use therein to the total build out value for all Land Uses. The assessment methodology described in this Section IV.E.2 for the Major Improvement Special Assessment is summarized in Table IV-D and for the Major Improvement and Roadway Special Assessments, assuming the planned issuance of the Roadway Improvements PID Bonds, is summarized in Table IV-E. Table IV-D also summarizes for each Land Use of Assessed Property within the Western Improvement Area: (1) the Special Assessment for each Land Use; (2) the Annual Installment for each Land Use; and (3) the annual installment as an equivalent tax rate for each Land Use based on estimated build out value. Table IV-E also summarizes for each Land Use of Assessed Property within the Western Improvement Area after the planned issuance of the Roadway Improvements PID Bonds: (1) the Special Assessment for each Land Use; (2) the Annual Installment for each Land Use; and (3) the annual installment as an equivalent tax rate for each Land Use based on estimated build out value.

2180.021\62459.6 Section IV: Assessment Plan

a. The City Council has determined that the benefit to the Assessed Property in the Eastern Improvement Area and the Western Improvement Area from the Major Improvements is at least equal to the Major Improvement Special Assessments levied thereon.

b. The Major Improvement Special Assessments and the Annual Installments thereof for Assessed Property located in the Western Improvement Area are shown on the Western Improvement Area Assessment Roll attached as Appendix A-1. The Major Improvement Special Assessments and Annual Installments thereof for Assessed Property located in the Eastern Improvement Area are shown on the Eastern Improvement Area Assessment Roll attached as Appendix A-2. No Special Assessment shall be changed except as authorized by this SAP and the PID Act. Table IV-D and Table IV-F summarize the allocation of the Major Improvement Special Assessment to the Western Improvement Area Assessed Property at the time the initial Assessment Ordinance relating to the Major Improvements was adopted by the City Council. The information in Table IV-D and Table IV-F may be modified in a Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other documents associated with the PID. Table IV-E and Table IV-G summarize the allocation of the Major Improvement and the Roadway Improvements Special Assessments to the Western Improvement Area Assessed Property anticipating the planned issuance of the Roadway Improvements PID Bonds is approved by the City Council. Table IV-H and Table IV-I summarize the allocation of the Major Improvement Special Assessment to the Eastern Improvement Area Assessed Property at the time the initial Assessment Ordinance relating to the Major Improvements was adopted by the City Council. The information in Table IV-H and Table IV-I may be modified in a Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other documents associated with the PID.

c. The adoption of an Assessment Ordinance levying the Roadway Improvement Special Assessments will be deferred until a later date that is agreed upon by the City and the Owners. At this time, it is expected that the Roadway Improvement Special Assessment will be levied in 2018 but it is subject to change which will be reflected in future Service Plan Updates.

3. In the Indenture for the Major Improvement Bonds, the City reserves the right to issue Roadway Improvement Bonds secured by Roadway Improvement Special Assessments levied at a future date to finance the Roadway Improvements. Pursuant to Section 13.2(c) of the Indenture for the Major Improvement Bonds, the issuance of Roadway Improvement Bonds is subject to the following:

a. There are no delinquent Major Improvement Special Assessments at the time the Roadway Improvement Bonds are to be issued;

b. The City and Walton Development & Management, TX, LLC, an affiliate of the Owner are each in full compliance with their respective continuing disclosure agreements entered into in connection with the Major Improvement Bonds pursuant to Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934;

2180.021\62459.6 Section IV: Assessment Plan

c. Either (a) the Major Improvements have been completed, or (b) the Project Engineer shall have certified in writing to the City prior to the levy of Roadway Improvement Special Assessments for the Roadway Improvement Bonds, that there are sufficient funds in the form of cash available to complete the Major Improvements; and

d. The City will have determined that there are sufficient funds in the form of cash on hand to fund the construction of all of the planned roadway improvements (other than the Roadway Improvement described herein to be financed by the Roadway Improvement Bonds) as contemplated by the Memorandum of Understanding.

4. Allocations between Land Use may be updated in an Annual Service Plan Update until the initial Owner of the Assessed Property sells any portion of the Assessed Property to an unaffiliated third party, excluding the University, which will then trigger the determination of and approval of the Maximum Special Assessment per Unit within each Land Use category. The Owner has agreed with the City, in the PID Reimbursement Agreement, to provide notice of its intent to enter into a contract for sale an unaffiliated third party, excluding the University.

2180.021\62459.6 Section IV: Assessment Plan

Table IV-D Western Improvement Area Major Improvements Special Assessment Allocation

Average Estimated Estimated Equivalent Equivalent Tax Raw Land Improved Estimated Average Equivalent Tax Rate (per Rate (per Net Value per Land Build Out Estimated % Allocation of Average Special Annual Tax Rate (per $100/AV) - $100/AV) - Developable Developable Value per Value per Estimated Raw Improved Land Estimated Total Special Total Special Annual Assessment Installment $100/AV) - Raw Improved Build Out Land Use Units/SF Acres Acre Unit Unit Land Value Value Build Out Value Assessment Assessment Installlment Per Unit/SF (a) Per Unit/SF Land Value Land Value Value (b) SF Residential 2,079 502 $ 23,685 $ 65,000 $ 300,000 $ 11,899,581 135,135,000 $ 623,700,000 52.0% $ 3,423,327 $ 378,312 $ 1,646.62 $ 181.97 $ 3.18 $ 0.28 $ 0.06 Multifamily 2,520 117 23,685 8,000 127,100 2,764,283 20,160,000 320,292,000 26.7% 1,757,999 194,276 697.62 77.09 7.03 0.96 0.06 Commercial 1,274,130 130 23,685 8.00 200.00 3,080,201 10,193,040 254,826,000 21.3% 1,398,674 154,567 1.10 0.12 5.02 1.52 0.06 Total 749 $ 17,744,065 $ 165,488,040 $ 1,198,818,000 100.0% $ 6,580,000 $ 727,155 $ 4.10 $ 0.44 $ 0.06

Note: Estimates based on information available as of 6/17/17. Although the actual unit counts and estimated unimproved land value may vary from the estimates shown above, the initial Special Assessment allocation for each Land Use will not change unless modified in a Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other documents associated with the PID Bonds. The above estimate assumes an average 6.5% interest rate and a 20 year term for the PID Bonds and annual administrative expense of $45,000 increasing at 2.0% per year. Allocations between Land Use may be updated in an Annual Service Plan Update until the initial Owner of the Assessed Property sells any portion of the Assessed Property to an unaffiliated third party, excluding the University, which will then trigger approval of the Maximum Special Assessment per Unit within each Land Use category.

Table IV-E Western Improvement Area Major Improvements & Roadway Improvements Special Assessment Allocation

Average Estimated Estimated Equivalent Equivalent Tax Raw Land Improved Estimated Average Equivalent Tax Rate (per Rate (per Net Value per Land Build Out Estimated % Allocation of Average Special Annual Tax Rate (per $100/AV) - $100/AV) - Developable Developable Value per Value per Estimated Raw Improved Land Estimated Total Special Total Special Annual Assessment Installment $100/AV) - Raw Improved Build Out Land Use Units/SF Acres Acre Unit Unit Land Value Value Build Out Value Assessment Assessment Installlment Per Unit/SF (a) Per Unit/SF Land Value Land Value Value (b) SF Residential 2,079 502 $ 23,685 $ 65,000 $ 300,000 $ 11,899,581 $ 135,135,000 $ 623,700,000 52.0% $ 5,663,057 $ 594,080 $ 2,723.93 $ 285.75 $ 4.99 $ 0.44 $ 0.10 Multifamily 2,520 117 23,685 8,000 127,100 2,764,283 20,160,000 320,292,000 26.7% 2,908,180 305,081 1,154.04 121.06 11.04 1.51 0.10 Commercial 1,274,130 130 23,685 8.00 200.00 3,080,201 10,193,040 254,826,000 21.3% 2,313,763 242,724 1.82 0.19 7.88 2.38 0.10 Total 749 $ 17,744,065 $ 165,488,040 $ 1,198,818,000 100.0% $ 10,885,000 $ 1,141,886 $ 6.44 $ 0.69 $ 0.10

(a) The Special Assessment per Unit will be updated to reflect the Maximum Special Assessment per Unit when determined in accordance with Section IV.E. Until such time, the number of units and the assessment per unit in this Table is subject to change with each Annual Service Plan Update. Note: Estimates based on information available as of 6/17/17. Although the actual unit counts and estimated unimproved land value may vary from the estimates shown above, the initial assessment allocation for each and Use will not change unless modified in a Service Plan Update approved by the City Council, subject to the terms of this SAP, the PID Act, and any other documents associated with the PID Bonds. The above estimate assumes an average 6.5% interest rate and a 20 year term for the Major Improvement PID Bonds, an average 6.5% interest rate and a 19 year term for the Roadway Improvements PID Bonds, and annual administrative expense of $45,000 increasing at 2.0% per year. Estimates assume the issuance of Roadway Improvement PID Bonds by the City one year after the Major Improvements PID Bonds are issued. Allocations between Land Use may be updated in an Annual Service Plan Update until the initial Owner of the Assessed Property sells any portion of the Assessed Property to an unaffiliated third party, excluding the University, which will then trigger approval of the Maximum Assessment per Unit within each Land Use category.

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Table IV-F Western Improvement Area Major Improvements Estimated Value to Special Assessment Ratios

Estimated Estimated Raw Land Improved Estimated Average Improved Build Out Net Value per Land Build Out Estimated % Allocation of Average Special Annual Raw Land to Land to Value to Developable Developable Value per Value per Estimated Raw Improved Land Estimated Total Special Total Special Annual Assessment Installment Assessment Assessment Assessment Land Use Units/SF Acres Acre Unit Unit Land Value Value Build Out Value Assessment Assessment Installlment Per Unit/SF (a) Per Unit/SF Leverage Leverage Leverage SF Residential 2,079 502 $ 23,685 $ 65,000 $ 300,000 $ 11,899,581 $ 135,135,000 $ 623,700,000 52.0% $ 3,423,327 $ 378,312 $ 1,646.62 $ 181.97 3.48 39.47 182.19 Multifamily 2,520 117 23,685 $ 8,000 $ 127,100 2,764,283 20,160,000 320,292,000 26.7% 1,757,999 194,276 697.62 77.09 1.57 11.47 182.19 Commercial 1,274,130 130 23,685 $ 8.00 $ 200.00 3,080,201 10,193,040 254,826,000 21.3% 1,398,674 154,567 1.10 0.12 2.20 7.29 182.19 Total 749 $ 17,744,065 $ 165,501,040 $ 1,198,818,000 100.0% $ 6,580,000 $ 727,155 - - 2.70 25.15 182.19

Table IV-G Western Improvement Area Major Improvements & Roadway Improvements Estimated Value to Special Assessment Ratios

Estimated Estimated Raw Land Improved Estimated Average Improved Build Out Net Value per Land Build Out Estimated % Allocation of Average Special Annual Raw Land to Land to Value to Developable Developable Value per Value per Estimated Raw Improved Land Estimated Total Special Total Special Annual Assessment Installment Assessment Assessment Assessment Land Use Units/SF Acres Acre Unit Unit Land Value Value Build Out Value Assessment Assessment Installlment Per Unit/SF (a) Per Unit/SF Leverage Leverage Leverage SF Residential 2,079 502 $ 23,685 $ 65,000 $ 300,000 $ 11,899,581 $ 135,135,000 $ 623,700,000 52.0% $ 5,663,057 $ 594,080 $ 2,723.93 $ 285.75 2.10 23.86 110.13 Multifamily 2,520 117 23,685 8,000 127,100 2,764,283 20,160,000 320,292,000 26.7% 2,908,180 305,081 1,154.04 121.06 0.95 6.93 110.13 Commercial 1,274,130 130 23,685 8.00 200.00 3,080,201 10,193,040 254,826,000 21.3% 2,313,763 242,724 1.82 0.19 1.33 4.41 110.13 Total 749 $ 17,744,065 $ 165,501,040 $ 1,198,818,000 100.0% $ 10,885,000 $ 1,141,886 1.63 15.20 110.13

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Table IV-H Eastern Improvement Area Major Improvements Special Assessment Allocation

Average Estimated Estimated Equivalent Equivalent Tax Raw Land Improved Estimated Average Equivalent Tax Rate (per Rate (per Net Value per Land Build Out Estimated % Allocation of Average Special Annual Tax Rate (per $100/AV) - $100/AV) - Developable Developable Value per Value per Estimated Raw Improved Land Estimated Total Special Total Special Annual Assessment Installment $100/AV) - Raw Improved Build Out Land Use Units/SF Acres Acre Unit Unit Land Value Value Build Out Value Assessment Assessment Installlment Per Unit/SF (a) Per Unit/SF Land Value Land Value Value (b) SF Residential 2,838 587 $ 23,685 $ 65,000 $ 300,000 $ 13,907,933 184,483,000 $ 851,460,000 63.0% $ 4,668,423 $ 511,343 $ 1,644.85 $ 180.16 $ 3.68 $ 0.28 $ 0.06 Commercial 2,504,700 208 23,685 $ 8.00 $ 200.00 4,921,269 20,037,600 $ 500,940,000 37.0% $ 2,746,577 $ 300,839 $ 1.10 $ 0.12 $ 6.11 $ 1.50 $ 0.06 Total 795 $ 18,829,202 $ 204,520,600 $ 1,352,400,000 100.0% $ 7,415,000 $ 812,182 $ 4.31 $ 0.40 $ 0.06

Table IV-I Eastern Improvement Area Major Improvements Estimated Value to Assessment Ratios

Estimated Estimated Raw Land Improved Estimated Average Improved Build Out Net Value per Land Build Out Estimated % Allocation of Average Special Annual Raw Land to Land to Value to Developable Developable Value per Value per Estimated Raw Improved Land Estimated Total Special Total Special Annual Assessment Installment Assessment Assessment Assessment Land Use Units/SF Acres Acre Unit Unit Land Value Value Build Out Value Assessment Assessment Installlment Per Unit/SF (a) Per Unit/SF Leverage Leverage Leverage SF Residential 2,838 587 $ 23,685 $ 65,000 $ 300,000 $ 13,907,933 $ 184,483,000 $ 851,460,000 63.0% $ 4,668,423 $ 511,343 $ 1,644.85 $ 180.16 2.98 39.52 182.39 Commercial 2,504,700 208 23,685 8.00 200.00 4,921,269 20,037,600 500,940,000 37.0% 2,746,577 300,839 1.10 0.12 1.79 7.30 182.39 Total 795 $ 18,829,202 $ 204,520,600 $ 1,352,400,000 100.00% $ 7,415,000 $ 812,182 2.54 27.58 182.39

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F. Assessment and Annual Installments

The Special Assessments for the PID Bonds will be levied on each Parcel or Lot according to the Eastern Improvement Assessment Roll and the Western Improvement Assessment Roll, as applicable, subject to any revisions made during an Annual Service Plan Update. The Annual Installments for the Major Improvement Bonds will be due no later than January 31 of each year beginning in 2018. The Annual Installments for the Roadway Improvement Bonds are anticipated to be due no later than January 31 of each year beginning in 2019 in the amounts shown on an update to the Western Improvement Area Assessment Roll at the time an Assessment Ordinance levying the Roadway Improvement Special Assessments is adopted by the City Council, subject to any revisions made during an Annual Service Plan Update.

G. Administrative Expenses

The cost of administering the PID and collecting the Annual Installments shall be paid for on a pro rata basis by each Parcel or Lot based on the amount of outstanding Special Assessment remaining on the Parcel or Lot. The Administrative Expenses shall be collected as part of and in the same manner as Annual Installments in the amounts shown on the Assessment Rolls attached hereto as Appendix A-1 and Appendix A-2 which are subject to revision through Annual Service Plan Updates.

H. Delinquency and Prepayment Reserve

The interest rate on Special Assessments may exceed the interest rate on the PID Bonds by the Additional Interest. The Additional Interest shall be collected as part of each Annual Installment. Under the PID Bond Indenture, the Additional Interest shall be deposited into a reserve account and segregated from other funds of the City (the "Delinquency and Prepayment Reserve Account") until the balance in the Delinquency and Prepayment Reserve equals a maximum of 5.5% of the outstanding principal balance of the PID Bonds. The Delinquency and Prepayment Reserve shall be used to pay Prepayment Costs or to cover any deficiencies in the funds available to pay debt service on the applicable PID Bonds. If, in a given year, the Delinquency and Prepayment Reserve Account is fully funded, the Additional Interest will be allocated for the additional purposes set forth in the PID Bond Indenture, which purposes include: covering deficiencies in funds available to pay debt service on the applicable PID Bonds, paying costs associated with the prepayment of any PID Bonds, paying the costs of Administrative Expenses, and/or the redemption of any PID Bonds.

2180.021\62459.6 Section V: Service Plan

Section V

SERVICE PLAN

1. The PID Act requires that a Service Plan (i) cover a period of at least five years, and (ii) define the annual projected costs and indebtedness for the Authorized Improvements undertaken within the PID during the five year period. It is anticipated that it will take approximately 24 months for the Major Improvements to be constructed.

2. The Actual Costs for the Major Improvements plus costs related to the issuance of the Major Improvement Bonds, and payment of expenses incurred in the establishment, administration and operation of the PID are shown in Table V-A. It is expected that the PID Bonds will be issued in two separate issues, a Major Improvement Bond issuance and a second Roadway Improvement Bond anticipated to occur in 2018. If, and when, the Roadway Improvement Bonds are issued, the Service Plan will be updated to reflect such additional bonds. The Service Plan shall be reviewed and updated at least annually for purposes of determining the annual budget for Administrative Expenses, updating the Actual Costs of the Authorized Improvements, and updating the Western Improvement Area Assessment Roll shown on Appendix A-1 and the Eastern Improvement Area Assessment Roll shown on Appendix A-2. Any update to this SAP is herein referred to as an “Annual Service Plan Update.”

3. Table V-A summarizes the sources and uses of funds required to construct the Major Improvements, establish the PID, and issue the Major Improvement Bonds. The sources and uses of funds shown in Table V-A shall be updated each year in the Annual Service Plan Update to reflect any revisions to the Actual Costs and additional PID Bond issues, if any.

4. Table V-B summarizes the sources and uses of funds required to construct the Roadway Improvements and issue the planned Roadway Improvement PID Bonds. The sources and uses of funds shown in Table V-B shall be updated each year in the Annual Service Plan Update to reflect any revisions to the Actual Costs and additional PID Bond issues, if any.

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Table V-A Major Improvement Bonds Sources and Uses of Funds

Non-PID Related Improvements Major Offsite Sanitary Improvements University Sewer Bonds Improvements Improvements Total Sources of Funds Gross Bond Amount $ 13,995,000 $ - $ - $ 13,995,000 City of Fort Worth Contribution - - 825,088 825,088 Owner Contribution (a) 5,711 486,284 - 491,994 $ 14,000,711 $ 486,284 $ 825,088 $ 15,312,083

Uses of Funds Authorized/Offsite Improvements (b) Water 2,759,319 155,045 - $ 2,914,364 Sanitary Sewer 5,724,317 331,239 825,088 6,880,644 Authorized/Offsite Improvements $ 8,483,636 $ 486,284 $ 825,088 $ 9,795,008

Other Fund Deposits: Debt Service Reserve Fund (c) $ 1,388,550 $ - $ - $ 1,388,550 Capitalized Interest (d) 2,729,025 - - 2,729,025 $ 4,117,575 $ - $ - $ 4,117,575

Cost of Issuance (e): $ 979,650 $ - $ - $ 979,650

Underwriter's Costs/Underwriter Counsel (f) $ 419,850 $ - $ - $ 419,850 $ 14,000,711 $ 486,284 $ 825,088 $ 15,312,083

(a) Owners will fund all Authorized Improvements not covered by the PID Bonds or later issuances of the PID Bonds.

(b) See Table III-A, Table IV-A and Table IV-B for details.

(d) The PID Bonds will include approximately 36 months of capitalized interest. (e) Estimated at 7.0% of the bond amount inclusive of prepayment of a portion of the initial year's Administrative Expenses, subject to change. (f) The PID Bonds assume a 3% Underwriter’s Discount and Underwriter's Counsel Fee for illustration purposes only, subject to change.

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Table V-B Proposed Roadway Improvements PID Bonds Sources and Uses of Funds

Non-PID Related Improvements

Roadway Chisholm Trail University Improvements Ranch Roadway Roadway Bonds Improvements Improvements Total Sources of Funds Gross Bond Amount $ 4,305,000 $ - $ - $ 4,305,000 City of Fort Worth Contribution 3,216,209 843,382 - 4,059,591 Chisholm Trail Ranch Contribution - 843,382 - 843,382 Owner Contribution (a) 315 - 679,720 680,035 $ 7,521,524 $ 1,686,764 $ 679,720 $ 9,888,008

Uses of Funds Authorized/Offsite Improvements (b) Roadway Improvements $ 6,102,698 $ 1,686,764 $ 679,720 $ 8,469,182 Authorized/Offsite Improvements $ 6,102,698 $ 1,686,764 $ 679,720 $ 8,469,182

Other Fund Deposits: Debt Service Reserve Fund (c) $ 428,675 $ - $ - $ 428,675 Capitalized Interest (d) 559,650 - - 559,650 $ 988,325 $ - $ - $ 988,325

Cost of Issuance (e): $ 301,350 $ - $ - $ 301,350

Underwriter's Costs/Underwriter Counsel (f) $ 129,150 $ - $ - $ 129,150

$ 7,521,523 $ 1,686,764 $ 679,720 $ 9,888,007

(a) Owners will fund all Authorized Improvements not funded by the PID Bonds or the City contribution or later issuances of the PID Bonds. (b) See Table III-A, Table IV-A and Table IV-B for details.

(d) The PID Bonds are expected to inlcude up to 30 months of capitalized interest. (e) Estimated at 7.0% of the bond amount inclusive of prepayment of a portion of the initial year's Administrative Expenses, subject to change. (f) The PID Bonds assume a 3% Underwriter’s Discount and Underwriter's Counsel Fee for illustration purposes only, subject to change.

4. The Annual Installments relating to the Major Improvements for the Western Improvement Area for the first five years after the approval of this SAP for the Major Improvement Bonds are presented in Table V-C. If, and when, the Roadway Improvement Bonds are issued, the Service Plan will be updated to reflect the additional bonds. The Annual Installments are subject to revision and shall be updated in the Annual Service Plan Update to reflect any change expected for each year.

2180.021\62459.6 Section V: Service Plan

Table V-C Western Improvement Area Annual Installments - Major Improvements

Delinquency & Period Ending Principal Interest Administrative Prepayment Capitalized Annual PID September 30 Payments Expense Expenses Reserve Interest Installments 2018 $ - $ 427,700 $ 45,000 $ 32,900 $ (427,700) $ 77,900 2019 $ - $ 427,700 $ 45,900 $ 32,900 $ (427,700) $ 78,800 2020 $ - $ 427,700 $ 46,818 $ 32,900 $ (427,700) $ 79,718 2021 $ 225,000 $ 427,700 $ 47,754 $ 32,900 $ - $ 733,354 2022 $ 235,000 $ 413,075 $ 48,709 $ 31,775 $ - $ 728,559 Total $ 460,000 $ 2,123,875 $ 234,182 $ 163,375 $ (1,283,100) $ 1,698,332

Note: The Projected Annual Installments are the expenditures associated with the formation of the PID, the costs of issuance and repayment of the Major Improvement PID Bonds allocated to the Western Improvement Area PID as well as the administration of the PID. The debt service estimates are based on an average 6.5% interest rate and a 20 year term. Administrative expenses are estimated to increase at a rate of 2.0% per year.

Table V-D Western Improvement Area Annual Installments - Major Improvements and Roadway Improvements

Delinquency & Period Ending Principal Interest Administrative Prepayment Capitalized Annual PID September 30 Payments Expense Expenses Reserve Interest Installments 2019 $ - $ 707,525 $ 45,900 $ 54,425 $ (707,525) $ 100,325 2020 $ - $ 707,525 $ 46,818 $ 54,425 $ (707,525) $ 101,243 2021 $ 370,000 $ 707,525 $ 47,754 $ 54,425 $ - $ 1,179,704 2022 $ 390,000 $ 683,475 $ 48,709 $ 52,575 $ - $ 1,174,759 2023 $ 420,000 $ 658,125 $ 49,684 $ 50,625 $ - $ 1,178,434 Total $ 1,180,000 $ 3,464,175 $ 238,865 $ 266,475 $ (1,415,050) $ 3,734,465

Note: The Projected Annual Installments are the expenditures associated with the formation of the PID, the costs of issuance and repayment of the Major Improvement and Roadway Improvements PID Bonds as well as the administration of the PID. The debt service estimates are based on an average 6.5% interest rate and a 20 year term for the Major Improvement PID Bonds and a 19 year term for the Roadway Improvements PID Bonds. Administrative expenses are estimated to increase at a rate of 2.0% per year.

5. The Annual Installments relating to the Major Improvements for the Eastern Improvement Area for the first five years after the approval of this SAP for the Major Improvement Bonds are presented in Table V-E. The Annual Installments are subject to revision and shall be updated in the Annual Service Plan Update to reflect any change expected for each year.

2180.021\62459.6 Section V: Service Plan

Table V-E Eastern Improvement Area Annual Installments - Major Improvements

Delinquency & Period Ending Principal Interest Administrative Prepayment Capitalized Annual PID September 30 Payments Expense Expenses Reserve Interest Installments 2018 $ - $ 481,975 $ 45,000 $ 37,075 $ (481,975) $ 82,075 2019 $ - $ 481,975 $ 45,900 $ 37,075 $ (481,975) $ 82,975 2020 $ - $ 481,975 $ 46,818 $ 37,075 $ (481,975) $ 83,893 2021 $ 250,000 $ 481,975 $ 47,754 $ 37,075 $ - $ 816,804 2022 $ 270,000 $ 465,725 $ 48,709 $ 35,825 $ - $ 820,259 Total $ 520,000 $ 2,393,625 $ 234,182 $ 184,125 $ (1,445,925) $ 1,886,007

Note: The Projected Annual Installments are the expenditures associated with the formation of the PID, the costs of issuance and repayment of the Major Improvement PID Bonds allocated to the Eastern Improvement Area as well as the administration of the PID. The debt service estimates are based on an average 6.5% interest rate and a 20 year term. Administrative expenses are estimated to increase at a rate of 2.0% per year.

2180.021\62459.6 Section VI: Terms of the Assessments

Section VI

TERMS OF THE SPECIAL ASSESSMENTS

A. Amount of Major Improvement Special Assessments and Annual Installments for Parcels Located Within the Assessed Property

1. The Major Improvement Special Assessments and Annual Installments for the Assessed Property in the Western Improvement Area and the Eastern Improvement Area are shown on the Assessment Roll in Appendix A-1 and Appendix A-2, respectively. The Major Improvement Special Assessments and Annual Installments shall not be changed except as authorized by this SAP and by the PID Act.

2. The Annual Installments of the Major Improvement Assessments shall be collected in an amount sufficient (i) to pay the principal and interest on the Major Improvement Bonds, (ii) to fund the Delinquency and Prepayment Reserve for the Major Improvement Bonds, (iii) to cover the Administrative Expenses for the PID, and (iv) used to pay any costs permitted by the PID Act.

B. Reallocation of Special Assessments for Parcels Located Within Assessed Property

1. Upon Division Prior to Recording of Subdivision Plat

a. Upon the division of any Assessed Property (without the recording of subdivision plat), the Administrator shall reallocate the Special Assessment for the Assessed Property prior to the division among the newly divided Assessed Properties per the assessment methodology as presented in Section IV.E.2.

b. If Lots are not platted in accordance with the approved entitlements, the Special Assessments for each affected Lot will be allocated in an equitable manner.

c. The reallocation of an Special Assessment for Assessed Property that is a homestead under Texas law may not exceed the Special Assessment prior to the increase or reallocation. Any reallocation pursuant to this section shall be reflected in a Service and Assessment Plan Update approved by the City Council. The reallocation herein shall be considered an administrative action that will not require the City Council to issue notice and hold a public hearing.

d. The sum of the Special Assessments for all newly divided Assessed Properties shall equal the Special Assessment for the Assessed Property prior to subdivision. The calculation shall be made separately for each newly divided Assessed Property. Any reallocation pursuant to this section shall be reflected in an update to this SAP approved by the City Council.

2180.021\62459.6 Section VI: Terms of the Assessments

2. Upon Subdivision by a Recorded Subdivision Plat

a. Once a Lot or a Parcel has an Special Assessment applied to it, as shown in Table IV-D and Table IV-H, and is then subdivided again, such newly subdivided Lots or Parcels will be the Special Assessment of the applicable Land Use as set forth in Table IV-D and Table IV-H. In no event will the new subdivision cause the sum of the Special Assessments for the newly subdivided Land Uses to be greater than the Special Assessment for the undivided Land Use prior to its subdivision or greater than the Maximum Special Assessment per Unit. b. The allocation method used above is to insure there will not be an increase in the Special Assessment for each specific Lot or Parcel. If Lots or Parcels are not platted in accordance with the approved entitlements, the Special Assessments for each affected Lot or Parcel will be allocated in an equitable manner.

3. Upon Consolidation

Upon the consolidation of two or more Assessed Properties, the Special Assessment for the consolidated Assessed Property shall be the sum of the Special Assessments for the Assessed Properties prior to consolidation. The reallocation of an Special Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Special Assessment for such Assessed Property prior to the reallocation. Any reallocation pursuant to this section shall be calculated by the Administrator and reflected in an update to this SAP approved by the City Council. The consolidation of any Assessed Property as described herein shall be considered an administrative action and will not require any notice or public hearing (as defined in the PID Act) by the City Council.

4. Upon Transfer between Parcels with Different Uses

a. Should an owner of an Assessed Property choose to transfer the intended land use between all or a portion of one or more Parcels or Lots, in no event will the transfer cause the sum of the Special Assessments for the affected Parcels or Lots to be greater than the Special Assessment for those Parcels or Lots prior to the transfer of use. b. If uses are transferred among Parcels or Lots, the Special Assessments for each affected Parcel or Lot will be allocated in an equitable manner.

2180.021\62459.6 Section VI: Terms of the Assessments

C. Mandatory Prepayment of Special Assessments

If Assessed Property or a portion thereof is transferred to a party that is exempt from the payment of the Special Assessment under applicable law, or if an owner causes a Parcel or portion thereof to become Non-Benefited Property, the owner of such Parcel or portion thereof shall pay to the City the full amount of the Special Assessment, plus all Prepayment Costs, for such Parcel or portion thereof prior to any such transfer or act (a “Mandatory Prepayment”). Should a Mandatory Prepayment of Special Assessments occur, the owner of such Parcel or portion thereof shall notify the City and the Administrator no later than thirty (30) days after the date of the payment of the Mandatory Prepayment. The sum of the Special Assessments for all newly-divided Assessed Properties shall equal the Special Assessments for the Assessed Property prior to subdivision. If the Special Assessment for the Assessed Property prior to subdivision exceeds the sum of the Special Assessments for all newly divided Assessed Properties after such reallocation, the Parcel owner shall pay the Special Assessment in excess of the Maximum Special Assessment per Unit amount as a Mandatory Prepayment.

D. Reduction of Special Assessments

1. If after all Authorized Improvements to be funded with PID Bonds have been completed and the Actual Costs for the Authorized Improvements are less than the Actual Costs used to calculate the Special Assessments securing such PID Bonds, resulting in excess PID Bond proceeds, then the City may, at its discretion and in accordance with the Indenture related to such series of PID Bonds, reduce the Special Assessment securing the series of PID Bonds for each Assessed Property pro rata such that the sum of the resulting reduced Special Assessments for all Assessed Properties equals the reduced Actual Costs and such excess PID Bond proceeds shall be applied to redeem PID Bonds of such series. The Special Assessments shall not be reduced to an amount less than the principal amount of the related outstanding series of PID Bonds.

2. Similarly, if any of the Authorized Improvements to be funded with a series of PID Bonds are not undertaken resulting in excess PID Bond proceeds then the City may, at its discretion and in accordance with the Indenture related to such series of PID Bonds, reduce the Special Assessment securing the PID Bonds for each Assessed Property pro- rata to reflect only the Actual Costs that were expended and apply such excess PID Bond proceeds as described in the paragraph immediately above. The Special Assessments shall not be reduced to an amount less than the principal amount of the related outstanding series of PID Bonds.

2180.021\62459.6 Section VI: Terms of the Assessments

E. Payment of Special Assessments

1. Payment in Full

a. The Special Assessment for any Parcel or Lot may be paid in full at any time in accordance with the PID Act. The payment shall include all Prepayment Costs, if any. If prepayment in full will result in redemption of PID Bonds, the payment amount shall be reduced by the applicable portion of the proceeds from a debt service reserve fund applied to the redemption pursuant to the Indenture, net of any other costs applicable to the redemption of PID Bonds.

b. If an Annual Installment has been billed prior to payment in full of a Special Assessment, the Annual Installment shall be due and payable and shall be credited against the payment in full amount upon payment.

c. Upon payment in full of an Special Assessment and all Prepayment Costs, the City shall deposit the payment in accordance with the related Indenture; whereupon, the Special Assessment for the Parcel or Lot shall be reduced to zero, and the Parcel or Lot owner’s obligation to pay the Special Assessment and Annual Installments thereof shall automatically terminate. The City shall provide the owner of the affected Assessed Property a recordable “Notice of PID Special Assessment Termination.”

2. Partial Payment

a. At the option of a Parcel or Lot owner, the Special Assessment on any Parcel or Lot may be paid in part in an amount equal to the amount of prepaid Special Assessments plus Prepayment Costs, if any, with respect thereto. Upon the payment of such amount for a Parcel or Lot, the Special Assessment for the Parcel or Lot shall be reduced by the amount of such partial payment in a manner conforming to the provisions of the Indenture, the Special Assessment Roll shall be updated to reflect such partial payment, and the obligation to pay the Annual Installment for such Parcel or Lot shall be reduced to the extent the partial payment is made. For any Partial Payment made, the amount which is paid may be adjusted if required by the terms of the Indenture to conform with the denomination of any individual bond.

3. Payment of Annual Installments

a. If a Special Assessment is not paid in full, the PID Act authorizes the City to collect interest and collection costs on the outstanding Special Assessment. An Special Assessment for a Parcel or Lot that is not paid in full will be collected in Annual Installments each year in the amounts shown in the Special Assessment Roll, which includes interest on the outstanding Special Assessment and Administrative Expenses. The interest on the Special Assessments or Annual Installments thereof, includes the interest generated from the Additional Interest Rate as described in Section IV.H.

2180.021\62459.6 Section VI: Terms of the Assessments

b. The Annual Installments as listed on the Assessment Roll have been calculated assuming a weighted average interest rate on the PID Bonds of 6.5%. The principal amounts of Annual Installments may not exceed the amounts shown on the Assessment Roll except pursuant to any amendment or update to this SAP. The interest on the Special Assessments or Annual Installments thereof, includes the interest generated from the Additional Interest Rate as described in Section IV.H.

c. The Annual Installments shall be reduced to equal the actual costs of repaying the related series of PID Bonds plus the interest generated from the Additional Interest Rate and actual Administrative Expenses (as provided for in the definition of such term), taking into consideration any other available funds for these costs, such as interest income on account balances.

d. The City reserves and shall have the right and option to refund PID Bonds in accordance with Section 372.027 of the PID Act and the Indenture related to such PID Bonds. In the event of issuance of refunding bonds, the Administrator shall recalculate the Annual Installments, and if necessary, may adjust, or decrease, the amount of the Annual Installment so that total Annual Installments of Special Assessments will be produced in annual amounts that are required to pay the debt service on the refunding bonds when due and payable as required by and established in the ordinance and/or the indenture authorizing and securing the refunding bonds plus interest generated from the Additional Interest Rate, and such refunding bonds shall constitute “PID Bonds” for purposes of this SAP.

F. Collection of Annual Installments

1. The Administrator shall, no less frequently than annually, prepare and submit to the City Council for its approval, an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include an updated Assessment Roll and a calculation of the Annual Installment for each Assessed Property. Administrative Expenses shall be allocated among Assessed Properties in proportion to the amount of the Annual Installments for the Assessed Property. Each Annual Installment shall be reduced by any credits applied under the applicable Indenture, such as capitalized interest, interest earnings on any account balances, and any other funds available to the Trustee for such purpose, and existing deposits for a Delinquency and Prepayment Reserve. Annual Installments may be collected by the City (or such entity to whom the City directs) in the same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and foreclosure sale in case of delinquencies as set forth in the PID Act. The City Council may provide for other means of collecting the Annual Installments to the extent permitted under the PID Act. The Special Assessments shall have lien priority as specified in the PID Act.

2180.021\62459.6 Section VI: Terms of the Assessments

2. Any sale of Assessed Property for nonpayment of the delinquent Annual Installments shall be subject to the lien established for the remaining unpaid Special Assessment against such Assessed Property and such Assessed Property may again be sold at a judicial foreclosure sale if the purchaser thereof fails to make timely payment of the non- delinquent Annual Installments against such Assessed Property as they become due and payable.

3. Each Annual Installment, including the interest on the unpaid amount of an Special Assessment, shall be updated annually. Each Annual Installment together with interest thereon shall be delinquent if not paid on or before January 31 of the following year. The initial Annual Installments for the Major Improvement Special Assessments will be due when billed, and will be delinquent if not paid on or before January 31, 2018.

G. Surplus Funds Remaining in the PID Bond Account

1. If proceeds from a series PID Bonds still remain after all of the Authorized Improvements to be funded with such PID Bonds are constructed and accepted by the City, the proceeds may be utilized in accordance with Section VI.D of this SAP.

2180.021\62459.6 Section VII: Assessment Roll

Section VII

ASSESSMENT ROLL

A. Assessment Roll

1. The City Council has evaluated each Parcel (based on numerous factors such as the applicable zoning for the developable area, the Public Property, the types of Authorized Improvements, and other development factors deemed relevant by the City Council) to determine the amount of Assessed Property within the Parcel.

2. The Western Improvement Area Assessed Property will be assessed for the special benefits conferred upon the Assessed Property by the Major Improvements. Table VII-A summarizes the $6,580,468 in special benefit received by Assessed Property from the Major Improvements, a portion of the costs that relate to the establishment, administration and operation of the PID, and the Major Improvement Bonds issuance costs. The par amount of the Major Improvement Bonds allocated to the Western Improvement Area is $6,580,000 which is less than the benefit received by the Assessed Property within the Western Improvement Area from the Major Improvements.

3. The Special Assessment for each Parcel of Assessed Property within the Western Improvement Area is calculated based on the allocation methodologies described in Section IV-D.2. The Western Improvement Area Assessment Roll is attached hereto as Appendix A- 1.

Table VII-A Western Improvement Area Major Improvements Special Benefit Summary

Special Benefit Total Cost Total Authorized Improvements $ 3,986,568 PID Formation/Bond Cost of Issuance Debt Service Reserve Fund $ 652,800 Capitalized Interest $ 1,283,100 Underwriter's Discount/Underwriter Counsel $ 197,400 Cost of Issuance $ 460,600 PID Formation/Bond Cost of Issuance $ 2,593,900 Total Special Benefit $ 6,580,468 Special Benefit Total Special Benefit $ 6,580,468 Projected PID Special Assessment $ 6,580,000 Excess Benefit $ 468

2180.021\62459.6 Section VII: Assessment Roll

4. The Western Improvement Area Assessed Property will be assessed for the special benefits conferred upon the Assessed Property by the Roadway Improvements. Table VII-B summarizes the $7,521,523 in special benefit received by Assessed Property from the Roadway Improvements, a portion of the costs of relating to the establishment, administration and operation of the PID, and the Roadway Improvements PID Bonds issuance costs. The par amount of the Roadway Improvement Bonds allocated to the Western Improvement Area is expected to be $4,305,000 which is less than the benefit received by the Assessed Property within the Western Improvement Area from the Roadway Improvements.

5. The Special Assessment for each Parcel of Assessed Property within the Western Improvement Area is calculated based on the allocation methodologies described in Section IV-D.2. The Western Improvement Area Assessment Roll is attached hereto as Appendix A- 1.

Table VII-B Western Improvement Area Roadway Improvements Special Benefit Summary

Special Benefit Total Cost Total Authorized Improvements $ 6,102,698

PID Formation/Bond Cost of Issuance Debt Service Reserve Fund $ 428,675 Capitalized Interest $ 559,650 Underwriter's Discount/Underwriter Counsel $ 129,150 Cost of Issuance $ 301,350 PID Formation/Bond Cost of Issuance $ 1,418,825

Total Special Benefit $ 7,521,523

Special Benefit Total Special Benefit $ 7,521,523 Projected PID Special Assessment $ 4,305,000 Excess Benefit $ 3,216,523

6. The Eastern Improvement Area Assessed Property will be assessed for the special benefits conferred upon the Assessed Property by the Major Improvements. Table VII-C summarize the $7,420,242 in special benefit received by Assessed Property from the Major Improvements, a portion of the costs that relate to the establishment, administration and operation of the PID, and the Major Improvement Bonds issuance costs. The par amount of the Major Improvement Bonds allocated to the Eastern Improvement Area is $7,415,000 which is less than the benefit received by the Assessed Property within the Eastern Improvement Area from the Major Improvements. 42

2180.021\62459.6 Section VII: Assessment Roll

7. The Special Assessment for each Parcel of Assessed Property within the Eastern Improvement Area is calculated based on the allocation methodologies described in Section IV-D.3. The Eastern Improvement Area Assessment Roll is attached hereto as Appendix A- 2.

Table VII-C Eastern Improvement Area Major Improvements Special Benefit Summary

Special Benefit Total Cost Total Authorized Improvements $ 4,497,067

PID Formation/Bond Cost of Issuance Debt Service Reserve Fund $ 735,750 Capitalized Interest $ 1,445,925 Underwriter's Discount/Underwriter Counsel $ 222,450 Cost of Issuance $ 519,050 PID Formation/Bond Cost of Issuance $ 2,923,175

Total Special Benefit $ 7,420,242

Special Benefit Total Special Benefit $ 7,420,242 Projected PID Special Assessment $ 7,415,000 Excess Benefit $ 5,242

8. The adoption of an Assessment Ordinance levying the Roadway Improvement Special Assessments will be deferred until a later date that is agreed upon by the City and the Owners. At this time, it is expected that the Roadway Improvement Special Assessment will be levied in 2018 but it is subject to change which will be reflected in future Service Plan Updates

2180.021\62459.6 Section VII: Assessment Roll

B. Annual Assessment Roll Updates

1. The Administrator shall prepare, in consultation with City staff, and shall submit to the City Council for approval, updates to the Assessment Roll and the Annual Service Plan Update to reflect changes such as (i) the identification of each Parcel, (ii) the Special Assessment for each Assessed Property, including any adjustments authorized by this SAP or the PID Act; (iii) the Annual Installment for the Assessed Property for the year (if the Special Assessment is payable in installments); and (iv) payments of the Special Assessment, if any, as provided by Section VI.E of this SAP.

2. The Service and Assessment Plan Update shall reflect the actual interest on the PID Bonds on which the Annual Installments shall be paid plus the Additional Interest Rate, any reduction in the Special Assessments, and any revisions in the Actual Costs to be funded by the PID Bonds and Owner funds.

2180.021\62459.6 Section VIII: Miscellaneous Provisions

Section VIII

MISCELLANEOUS PROVISIONS

A. Administrative Review

1. The City may elect to designate a third party who is not an officer or employee of the City to serve as Administrator of the PID.

2. To the extent consistent with the PID Act, if an owner of the Assessed Property claims that a calculation error has been made in the Assessment Roll, including the calculation of the Annual Installment, that owner must send a written notice describing the error to the Administrator no later than thirty (30) days after the date the invoice or other bill for the Annual Installment is received. If the owner fails to give such notice, such owners shall be deemed to have accepted the calculation of the Assessment Roll (including the Annual Installments) and to have waived any objection to the calculation. The Administrator shall, in consultation with City staff, promptly review the notice, and if necessary, meet with the Assessed Property owner, consider written and oral evidence regarding the alleged error and decide whether, in fact, such a calculation error occurred.

3. If the Administrator, in consultation with City staff, determines that a calculation error has been made and the Assessment Roll should be modified or changed in favor of the Assessed Property owner, such change or modification shall be presented to the City Council for approval, to the extent permitted by the PID Act. A cash refund may not be made for any amount previously paid by the Assessed Property owner (except for the final year during which the Annual Installment shall be collected), but an adjustment may be made in the amount of the Annual Installment to be paid in the following year. The decision of the Administrator regarding a calculation error relating to the Assessment Roll may be appealed to City Council. Any amendments made to the Assessment Roll pursuant to calculation errors shall be made pursuant to the PID Act.

B. Termination of Special Assessments

1. Each Special Assessment shall terminate on the date the Special Assessment is paid in full, including payment of any unpaid Annual Installments and Delinquent Collection Costs, if any. After the termination of the Special Assessment, and the collection of any delinquent Annual Installments and Delinquent Collection Costs, the City shall provide the owner of the affected Parcel a recordable Notice of the PID Special Assessment Termination.

C. Amendments

1. Amendments to this SAP may be made as permitted or required by the PID Act and Texas law.

2180.021\62459.6 Section VIII: Miscellaneous Provisions

D. Administration and Interpretation of Provisions

1. The City Council shall administer (or cause the administration of) the PID, an approved SAP, and all Annual Service Plan Updates consistent with the PID Act.

E. Severability

1. If any provision, section, subsection, sentence, clause or phrase of an approved SAP, or the application of same to an Assessed Parcel or any person or set of circumstances is for any reason held to be unconstitutional, void or invalid, the validity of the remaining portions of the approved SAP or the application to all or any portion of the Property or other persons or sets of circumstances shall not be affected thereby, it being the intent of the City Council in adopting the SAP that no part thereof, or provision or regulation contained herein shall become inoperative or fail by reason of any unconstitutionality, voidness or invalidity of any other part hereof, and all provisions of this SAP are declared to be severable for that purpose.

2. If any provision of the SAP is determined by a court to be unenforceable, the unenforceable provision shall be deleted from the SAP and the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the City.

2180.021\62459.6

Appendix A-1

Western Improvement Area

Assessment Roll

Exhibit A-1-A Western Improvement Area Special Assessment by Parcel - Major Improvements

Major Net Improvement Special Tax Parcel Developable Estimated Build Bond Special Assessment ID Owner Acres Out Value Assessment per Acre Walton Texas, LP 749 $ 1,198,818,000 $ 6,580,000 $ 8,783 Totals 749 $ 1,198,818,000 $ 6,580,000

Note: Preliminary and subject to change

2180.021\62459.6

Exhibit A-1-B Western Improvement Area Annual Installments - Major Improvements

PID Bonds Delinquency & Annual Net Debt Administrative Prepayment Capitalized Installment Year (a) Principal Interest (b) Service Expenses (c) Reserve Interest (d) 09/30/18 $ - $ 427,700 $ 427,700 $ 45,000 $ 32,900 $ (427,700) $ 77,900 09/30/19 $ - $ 427,700 $ 427,700 $ 45,900 $ 32,900 $ (427,700) $ 78,800 09/30/20 $ - $ 427,700 $ 427,700 $ 46,818 $ 32,900 $ (427,700) $ 79,718 09/30/21 $ 225,000 $ 427,700 $ 652,700 $ 47,754 $ 32,900 $ - $ 733,354 09/30/22 $ 235,000 $ 413,075 $ 648,075 $ 48,709 $ 31,775 $ - $ 728,559 09/30/23 $ 255,000 $ 397,800 $ 652,800 $ 49,684 $ 30,600 $ - $ 733,084 09/30/24 $ 270,000 $ 381,225 $ 651,225 $ 50,677 $ 29,325 $ - $ 731,227 09/30/25 $ 285,000 $ 363,675 $ 648,675 $ 51,691 $ 27,975 $ - $ 728,341 09/30/26 $ 305,000 $ 345,150 $ 650,150 $ 52,725 $ 26,550 $ - $ 729,425 09/30/27 $ 325,000 $ 325,325 $ 650,325 $ 53,779 $ 25,025 $ - $ 729,129 09/30/28 $ 345,000 $ 304,200 $ 649,200 $ 54,855 $ 23,400 $ - $ 727,455 09/30/29 $ 370,000 $ 281,775 $ 651,775 $ 55,952 $ 21,675 $ - $ 729,402 09/30/30 $ 395,000 $ 257,725 $ 652,725 $ 57,071 $ 19,825 $ - $ 729,621 09/30/31 $ 420,000 $ 232,050 $ 652,050 $ 58,212 $ 17,850 $ - $ 728,112 09/30/32 $ 445,000 $ 204,750 $ 649,750 $ 59,377 $ 15,750 $ - $ 724,877 09/30/33 $ 475,000 $ 175,825 $ 650,825 $ 60,564 $ 13,525 $ - $ 724,914 09/30/34 $ 505,000 $ 144,950 $ 649,950 $ 61,775 $ 11,150 $ - $ 722,875 09/30/35 $ 540,000 $ 112,125 $ 652,125 $ 63,011 $ 8,625 $ - $ 723,761 09/30/36 $ 575,000 $ 77,025 $ 652,025 $ 64,271 $ 4,780 $ - $ 721,076 09/30/37 $ 610,000 $ 39,650 $ 649,650 $ 65,557 $ 1,220 $ - $ 716,427 Totals $ 6,580,000 $ 5,767,125 $ 12,347,125 $ 1,093,382 $ 440,650 $ (1,283,100) $ 12,598,057

Note: Preliminary and subject to change (a) The 9/30/XX dates represent the fiscal year end for the Bonds. (b) Gross of Capitalized Interest including interest from bond closing through 9/1/2020 (c) Preliminary Estimate. Assumes a 2% increase per year. The administrative charges will be revised in Annual Service Plan Updates based on actual costs. (d) Annual Installments are calculated assuming an average 6.5% interest rate on the Bonds plus the Additional Interest plus Administrative Expenses.

Exhibit A-1-C Western Improvement Area Special Assessment by Parcel - Major Improvements and Roadway Improvements

Major Improvement Bond and Roadway Net Improvement Special Tax Parcel Developable Estimated Build Bond Special Assessment ID Owner Acres Out Value Assessment per Acre Walton Texas, LP 749 $ 1,198,818,000 $ 10,885,000 $ 14,529 Totals 749 $ 1,198,818,000 $ 10,885,000

Note: Preliminary and subject to change

2180.021\62459.6

Exhibit A-1-D Western Improvement Area Annual Installments - Major Improvements and Roadway Improvements

PID Bonds Delinquency & Annual Net Debt Administrative Prepayment Capitalized Installment Year (a) Principal Interest (b) Service Expenses (c) Reserve Interest (d) 09/30/18 $ - $ 427,700 $ 427,700 $ 45,000 $ 32,900 $ (427,700) $ 77,900 09/30/19 $ - $ 707,525 $ 707,525 $ 45,900 $ 54,425 $ (707,525) $ 100,325 09/30/20 $ - $ 707,525 $ 707,525 $ 46,818 $ 54,425 $ (707,525) $ 101,243 09/30/21 $ 370,000 $ 707,525 $ 1,077,525 $ 47,754 $ 54,425 $ - $ 1,179,704 09/30/22 $ 390,000 $ 683,475 $ 1,073,475 $ 48,709 $ 52,575 $ - $ 1,174,759 09/30/23 $ 420,000 $ 658,125 $ 1,078,125 $ 49,684 $ 50,625 $ - $ 1,178,434 09/30/24 $ 445,000 $ 630,825 $ 1,075,825 $ 50,677 $ 48,525 $ - $ 1,175,027 09/30/25 $ 475,000 $ 601,900 $ 1,076,900 $ 51,691 $ 46,300 $ - $ 1,174,891 09/30/26 $ 505,000 $ 571,025 $ 1,076,025 $ 52,725 $ 43,925 $ - $ 1,172,675 09/30/27 $ 540,000 $ 538,200 $ 1,078,200 $ 53,779 $ 41,400 $ - $ 1,173,379 09/30/28 $ 570,000 $ 503,100 $ 1,073,100 $ 54,855 $ 38,700 $ - $ 1,166,655 09/30/29 $ 610,000 $ 466,050 $ 1,076,050 $ 55,952 $ 35,850 $ - $ 1,167,852 09/30/30 $ 655,000 $ 426,400 $ 1,081,400 $ 57,071 $ 32,800 $ - $ 1,171,271 09/30/31 $ 695,000 $ 383,825 $ 1,078,825 $ 58,212 $ 29,525 $ - $ 1,166,562 09/30/32 $ 735,000 $ 338,650 $ 1,073,650 $ 59,377 $ 26,050 $ - $ 1,159,077 09/30/33 $ 785,000 $ 290,875 $ 1,075,875 $ 60,564 $ 22,375 $ - $ 1,158,814 09/30/34 $ 835,000 $ 239,850 $ 1,074,850 $ 61,775 $ 18,450 $ - $ 1,155,075 09/30/35 $ 895,000 $ 185,575 $ 1,080,575 $ 63,011 $ 14,275 $ - $ 1,157,861 09/30/36 $ 950,000 $ 127,400 $ 1,077,400 $ 64,271 $ 8,655 $ - $ 1,150,326 09/30/37 $ 1,010,000 $ 65,650 $ 1,075,650 $ 65,557 $ 3,220 $ - $ 1,144,427 Totals $ 10,885,000 $ 9,261,200 $ 20,146,200 $ 1,093,382 $ 709,425 $ (1,842,750) $ 20,106,257

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Appendix A-2

Eastern Improvement Area

Assessment Roll

Exhibit A-2-A Eastern Improvement Area Special Assessment by Parcel - Major Improvements

Major Net Improvement Special Tax Parcel Developable Estimated Build Bond Special Assessment ID Owner Acres Out Value Assessment per Acre Walton Texas, LP 795 $ 1,352,400,000 $ 7,415,000 $ 9,327 Totals 795 $ 1,352,400,000 $ 7,415,000

Note: Preliminary and subject to change

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Exhibit A-2-B Eastern Improvement Area Annual Installments - Major Improvements

PID Bonds Delinquency & Annual Net Debt Administrative Prepayment Capitalized Installment Year (a) Principal Interest (b) Service Expenses (c) Reserve Interest (d) 09/30/18 $ - $ 481,975 $ 481,975 $ 45,000 $ 37,075 $ (481,975) $ 82,075 09/30/19 $ - $ 481,975 $ 481,975 $ 45,900 $ 37,075 $ (481,975) $ 82,975 09/30/20 $ - $ 481,975 $ 481,975 $ 46,818 $ 37,075 $ (481,975) $ 83,893 09/30/21 $ 250,000 $ 481,975 $ 731,975 $ 47,754 $ 37,075 $ - $ 816,804 09/30/22 $ 270,000 $ 465,725 $ 735,725 $ 48,709 $ 35,825 $ - $ 820,259 09/30/23 $ 285,000 $ 448,175 $ 733,175 $ 49,684 $ 34,475 $ - $ 817,334 09/30/24 $ 305,000 $ 429,650 $ 734,650 $ 50,677 $ 33,050 $ - $ 818,377 09/30/25 $ 325,000 $ 409,825 $ 734,825 $ 51,691 $ 31,525 $ - $ 818,041 09/30/26 $ 345,000 $ 388,700 $ 733,700 $ 52,725 $ 29,900 $ - $ 816,325 09/30/27 $ 365,000 $ 366,275 $ 731,275 $ 53,779 $ 28,175 $ - $ 813,229 09/30/28 $ 390,000 $ 342,550 $ 732,550 $ 54,855 $ 26,350 $ - $ 813,755 09/30/29 $ 415,000 $ 317,200 $ 732,200 $ 55,952 $ 24,400 $ - $ 812,552 09/30/30 $ 445,000 $ 290,225 $ 735,225 $ 57,071 $ 22,325 $ - $ 814,621 09/30/31 $ 470,000 $ 261,300 $ 731,300 $ 58,212 $ 20,100 $ - $ 809,612 09/30/32 $ 505,000 $ 230,750 $ 735,750 $ 59,377 $ 17,750 $ - $ 812,877 09/30/33 $ 535,000 $ 197,925 $ 732,925 $ 60,564 $ 15,225 $ - $ 808,714 09/30/34 $ 570,000 $ 163,150 $ 733,150 $ 61,775 $ 12,550 $ - $ 807,475 09/30/35 $ 605,000 $ 126,100 $ 731,100 $ 63,011 $ 9,700 $ - $ 803,811 09/30/36 $ 645,000 $ 86,775 $ 731,775 $ 64,271 $ 5,480 $ - $ 801,526 09/30/37 $ 690,000 $ 44,850 $ 734,850 $ 65,557 $ 1,380 $ - $ 801,787 Totals $ 7,415,000 $ 6,497,075 $ 13,912,075 $ 1,093,382 $ 496,510 $ (1,445,925) $ 14,056,042

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Appendix B

Legal Description for Property within PID

ROCK CREEK P.I.D. LEGAL DESCRIPTION

TRACT 1 All that certain lot, tract, or parcel of land, situated in a portion of the Juan Jose Albirado Survey, Abstract No. 4, the John H. Bostick Survey, Abstract No. 195, the J. W. Haynes Survey, Abstract No. 787, the J. W. Muhlinghaus Survey, Abstract No. 1157, the B. F. Pace Survey, Abstract No. 1254, the Stephen B. Wilson Survey, Abstract No. 1676, City of Fort Worth, Tarrant County, Texas, being all of that certain called 220.826 acre tract and part of that certain called 701.937 acre tract described in a deed to WUSF 4 Rock Creek, LP recorded in Instrument No. D214146610 of the Deed Records of Tarrant County, Texas (DRTCT), and said 842.756 acres being more completely described as two Parcels as follows, to-wit: BEGINNING at a 1” iron pipe found for the Northeast corner of said 220.826 acre tract, the Southeast corner of a called 0.629 acre tract described in a deed to Gabriel Southwest, LLC recorded in Instrument No. D217046244 (DRTCT), and the West line of a called 157.060 acre tract described in a deed to Fort Worth and Crowley Partners, Ltd. recorded in Instrument No. D207114613 (DRTCT); THENCE South 01 deg. 09 min. 30 sec. East along the East line of said 220.826 acre tract and the West line of said 157.060 acre tract, a distance of 1829.93 feet to a spike found with washer stamped “GORRONDONA” for the most easterly Southeast corner of said 220.826 acre tract; THENCE South 89 deg. 07 min. 16 sec. West departing the West line of said 157.060 acre tract and continue along a South line of said 220.826 acre tract, a distance of 63.96 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE South 01 deg. 09 min. 36 sec. East along a southerly East line of said 220.826 acre tract, a distance of 129.34 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE South 54 deg. 54 min. 24 sec. West along a southeast line of said 220.826 acre tract, a distance of 40.86 feet to a 5/8” iron rod found for the most southerly Southeast corner of said 220.826 acre tract and being in the North line of a called 13.703 acre tract described in a deed to Texas Electric Service Company recorded in Volume 3569, Page 410 (DRTCT); THENCE South 87 deg. 37 min. 52 sec. West along the South line of said 220.826 acre tract and the North line of said 13.703 acre tract, a distance of 15.73 feet to a 5/8” iron rod found; THENCE North 89 deg. 52 min. 56 sec. West along said North and South lines, a distance of 4860.60 feet to a P.K. nail found with washer stamped “BURY” for the Southwest corner of said 220.826 acre tract and the Northwest corner of said 13.703 acre tract; THENCE North 00 deg. 42 min. 38 sec. West along the West line of said 220.826 acre tract, a distance of 1894.07 feet to a 3/8” iron rod found for the Northwest corner of same;

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THENCE North 89 deg. 07 min. 20 sec. East along the North line of said 220.826 acre tract, a distance of 978.28 feet to a 1” iron pipe found; THENCE North 89 deg. 03 min. 46 sec. East along said North line, a distance of 3979.93 feet to the POINT OF BEGINNING, containing 9,618,027 square feet or 220.800 acres of land, more or less. TRACT 2A All that certain lot, tract, or parcel of land, situated in a portion of the Juan Jose Albirado Survey, Abstract No. 4, the John H. Bostick Survey, Abstract No. 195, the J. W. Haynes Survey, Abstract No. 787, the J. W. Muhlinghaus Survey, Abstract No. 1157, the B. F. Pace Survey, Abstract No. 1254, the Stephen B. Wilson Survey, Abstract No. 1676, City of Fort Worth, Tarrant County, Texas, being all of that certain called 220.826 acre tract and part of that certain called 701.937 acre tract described in a deed to WUSF 4 Rock Creek, LP recorded in Instrument No. D214146610 of the Deed Records of Tarrant County, Texas (DRTCT), and said 842.756 acres being more completely described as two Parcels as follows, to-wit: BEGINNING at a P.K. nail found with washer stamped “BURY” for the most northerly Northwest corner of said 701.937 acre tract and the Southwest corner of a called 13.703 acre tract described in a deed to Texas Electric Service Company recorded in Volume 3569, Page 410 (DRTCT), and being in the East line of TXU Rocky Creek Substation Addition recorded in Cabinet A, Slide 6910 of the Plat Records of Tarrant County, Texas (PRTCT); THENCE South 89 deg. 53 min. 01 sec. East along the North line of said 701.937 acre tract and the South line of said 13.703 acre tract, a distance of 4702.41 feet to a 5/8” capped iron rod found “illegible” for the Northeast corner of said 701.937 acre tract and being in the Northwest right-of- way line of State Highway No. 121 (Chisholm Trail Parkway); THENCE in a southwesterly direction departing the South line of said 13.703 acre tract and continue along the Southeast line of said 701.937 acre tract and the Northwest right-of-way line of said State Highway No. 121 the following five (5) courses; South 55 deg. 05 min. 56 sec. West, a distance of 412.64 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; South 47 deg. 09 min. 45 sec. West, a distance of 2000.00 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; South 39 deg. 13 min. 20 sec. West, a distance of 767.36 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; South 47 deg. 09 min. 45 sec. West, a distance of 1316.80 feet to a 5/8” capped iron rod found stamped “GORRONDONA” for a Point of Curvature of a circular curve to the left, having a radius of 5849.58 feet, a central angle of 24 deg. 55 min. 46 sec., and being subtended by a chord which bears South 34 deg. 41 min. 51 sec. West - 2525.13 feet; Continue in a southwesterly direction along said curve to the left, a distance of 2545.16 feet to a 5/8” iron rod found; THENCE North 15 deg. 42 min. 10 sec. East non-tangent to said curve, departing the Southeast line of said 701.937 acre tract and said Northwest right-of-way line, a distance of 627.38 feet to a 5/8” capped iron rod found stamped “STANTEC” for a Point of Curvature of a circular curve to the right, having a radius of 2340.00 feet, a central angle of 21 deg. 21 min. 37 sec., and being subtended by a chord which bears North 26 deg. 22 min. 58 sec. East - 867.33 feet; THENCE in a northeasterly direction along said curve to the right, a distance of 872.37 feet to a 5/8” capped iron rod found “illegible”; THENCE North 07 deg. 54 min. 08 sec. West non-tangent to said curve, a distance of 14.14 feet to a 5/8” iron rod found; THENCE North 52 deg. 54 min. 31 sec. West, a distance of 980.00 feet to a 5/8” capped iron rod found stamped “BURY”;

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THENCE South 82 deg. 05 min. 29 sec. West, a distance of 14.14 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE South 37 deg. 05 min. 29 sec. West, a distance of 101.97 feet to a 5/8” capped iron rod found stamped “BURY” for a Point of Curvature of a circular curve to the left, having a radius of 470.00 feet, a central angle of 21 deg. 43 min. 51 sec., and being subtended by a chord which bears South 26 deg. 13 min. 34 sec. West - 177.19 feet; THENCE in a southwesterly direction along said curve to the left, a distance of 178.26 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE South 15 deg. 21 min. 38 sec. West tangent to said curve, a distance of 133.43 feet to a 5/8” capped iron rod found stamped “BURY” for a Point of Curvature of a circular curve to the right, having a radius of 530.00 feet, a central angle of 20 deg. 20 min. 20 sec., and being subtended by a chord which bears South 25 deg. 31 min. 48 sec. West - 187.15 feet; THENCE in a southwesterly direction along said curve to the right, a distance of 188.14 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE South 35 deg. 41 min. 58 sec. West tangent to said curve, a distance of 252.58 feet to a 5/8” capped iron rod found stamped “BURY” for a Point of Curvature of a circular curve to the left, having a radius of 970.00 feet, a central angle of 11 deg. 53 min. 35 sec., and being subtended by a chord which bears South 29 deg. 45 min. 10 sec. West - 200.98 feet; THENCE in a southwesterly direction along said curve to the left, a distance of 201.35 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE South 23 deg. 48 min. 23 sec. West tangent to said curve, a distance of 1308.94 feet to a 5/8” capped iron rod found stamped “BURY” for a Point of Curvature of a circular curve to the right, having a radius of 680.00 feet, a central angle of 49 deg. 07 min. 45 sec., and being subtended by a chord which bears South 48 deg. 22 min. 15 sec. West - 565.38 feet; THENCE in a southwesterly direction along said curve to the right, a distance of 583.08 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE South 17 deg. 03 min. 51 sec. East radial to said curve, a distance of 644.36 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE South 81 deg. 03 min. 32 sec. East, a distance of 1157.78 feet to a 5/8” iron rod found in the East line of said 701.937 acre tract and the West right-of-way line of said State Highway No. 121, said point being a Point of Curvature of a non-tangent circular curve to the left, having a radius of 5849.58 feet, a central angle of 6 deg. 34 min. 29 sec., and being subtended by a chord which bears South 05 deg. 40 min. 14 sec. West - 670.87 feet; THENCE in a southerly direction along said curve to the left, the West line of said 701.937 acre tract, and said West right-of-way line, a distance of 671.24 feet to a 5/8” iron rod found for the Southeast corner of said 701.937 acre tract and the most easterly Northeast corner of a called 226.469 acre tract described in a deed to Chesapeake Land Development Company, LLC recorded in Instrument No. D210208370 (DRTCT); THENCE in a northwesterly direction non-tangent to said curve, departing said West right-of-way line and continue along the South and Southwest lines of said 701.937 acre tract and the Northeast lines of said 226.469 acre tract the following twenty (20) courses; North 82 deg. 50 min. 47 sec. West, a distance of 29.89 feet to a 5/8” iron rod found; South 02 deg. 27 min. 08 sec. West, a distance of 15.17 feet to a 5/8” iron rod found; North 82 deg. 58 min. 57 sec. West, a distance of 136.36 feet to a 5/8” iron rod found; South 75 deg. 04 min. 09 sec. West, a distance of 708.84 feet to a 5/8” iron rod found; North 37 deg. 45 min. 54 sec. West, a distance of 196.24 feet to a 5/8” iron rod found;

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North 87 deg. 28 min. 41 sec. West, a distance of 405.77 feet to a 5/8” iron rod found; North 02 deg. 42 min. 07 sec. East, a distance of 35.15 feet to a 5/8” iron rod found; North 48 deg. 37 min. 57 sec. West, a distance of 39.60 feet to a 5/8” iron rod found; North 87 deg. 22 min. 16 sec. West, a distance of 39.81 feet to a 5/8” iron rod found; South 41 deg. 47 min. 09 sec. West, a distance of 34.77 feet to a 5/8” iron rod found; North 48 deg. 27 min. 57 sec. West, a distance of 443.43 feet to a 5/8” iron rod found “bent”; North 84 deg. 16 min. 12 sec. West, a distance of 449.53 feet to a 5/8” iron rod found; North 45 deg. 40 min. 34 sec. West, a distance of 659.63 feet to a 5/8” iron rod found; North 09 deg. 31 min. 22 sec. East, a distance of 707.57 feet to a 5/8” iron rod found; North 29 deg. 41 min. 47 sec. West, a distance of 867.72 feet to a 5/8” iron rod found; North 83 deg. 07 min. 09 sec. West, a distance of 1017.67 feet to a 5/8” iron rod found; North 41 deg. 16 min. 14 sec. West, a distance of 566.61 feet to a 5/8” iron rod found; North 45 deg. 58 min. 44 sec. West, a distance of 221.79 feet to a 5/8” iron rod found; North 56 deg. 09 min. 20 sec. West, a distance of 592.53 feet to a 5/8” iron rod found; North 28 deg. 06 min. 03 sec. East, a distance of 1961.12 feet to a corner from which a 5/8” iron rod found bears South 30 deg. 55 min. 20 sec. West – 0.31 feet for the most westerly Northwest corner of said 701.937 acre tract, the most northerly Northeast corner of said 226.469 acre tract, and being in the South line of a called 31.87 acre tract described in a deed to Wesley A. Davis, et al recorded in Instrument No. D212254877 (DRTCT); THENCE North 89 deg. 38 min. 02 sec. East along the North line of said 701.937 acre tract and the South line of said 31.87 acre tract, a distance of 835.75 feet to a 5/8” capped iron rod found stamped “BURY” for the Southeast corner of said 31.87 acre tract and the Southwest corner of a called 160 acre tract described in said deed to Wesley A. Davis, et al; THENCE North 89 deg. 24 min. 20 sec. East along the North line of said 701.937 acre tract and the South line of said 160 acre tract, a distance of 3753.51 feet to a 1/2” iron rod found for the Southeast corner of said 160 acre tract; THENCE North 00 deg. 42 min. 32 sec. West along the West line of said 701.937 acre tract and the East lines of said 160 acre tract and TXU Rocky Creek Substation Addition, a distance of 2051.33 feet to the POINT OF BEGINNING, containing 27,092,401 square feet or 621.956 acres of land, more or less.

TRACT 2B All that certain lot, tract, or parcel of land, situated in a portion of the Juan Jose Albirado Survey, Abstract No. 4, the John Korticky Survey, Abstract No. 914, and the John R. Leath Survey, Abstract No. 962, City of Fort Worth, Tarrant County, Texas, being all of that certain called 753.473 acre tract described in a deed to WUSF 5 Rock Creek East, LP recorded in Instrument No. D216007268 of the Deed Records of Tarrant County, Texas (DRTCT), and being more completely described as follows, to-wit: BEGINNING at a rail road spike found for the most eastern northeast corner of said 753.473 acre tract, and being at the intersection of Stewart Feltz Road (County Road No. 1014 – a public right-of- way) and West Cleburne Road (County Road No. 1035 – a public right-of-way); THENCE South 00 deg. 14 min. 46 sec. East along the east line of said 753.473 acre tract and the West right-of-way line of said West Cleburne Road, a distance of 4786.38 feet to a 5/8” capped iron rod found stamped “BURY” for the Southeast corner of said 753.473 acre tract, being at the intersection of said West Cleburne Road and Longhorn Trail (Farm-to-Market road No. 1081 – a public right-of-way), and also being in the North line of a called 3.00 acre tract described in a deed to Ronnie and Margie Benham, recorded in Volume 7182, Page 955 (DRTCT);

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THENCE South 89 deg. 41 min. 12 sec. West along the South line of said 753.473 acre tract, the North line of said Benham 3.00 acre tract, the North line of a called 3.00 acre tract described in a deed to Franci and Maureen Mayeux, recorded in Volume 7068, Page 441 (DRTCT), the North line of a called 1.0 acre tract described in a deed to Phillip Lee Fife, recorded in Instrument No. D185006143 (DRTCT), and the North line of a called 113.287 acre tract described in a deed to C & E Family Limited Partnership, LP, recorded in Vollume 12684, Page 1446 (DRTCT) a distance of 770.87 feet to a point in the South line of said 753.473 acre tract and the North line of said 113.287 acre tract; THENCE South 89 deg. 27 min. 06 sec. West continue along the South line of said 753.473 acre tract and the North line of said 113.287 acre tract, a distance of 4882.79 feet to a 1/2" iron rod found; THENCE South 89 deg. 13 min. 38 sec. West continue along said North and South lines, a distance of 44.52 feet to a PK nail found with washer stamped “BURY” for the Southeast corner of a called 9.137 acre tract described in a deed to Chesapeake Land Development Company, LLC, recorded in Instrument No. D210208370 (DRTCT), and being an ell corner of said 753.437 acre tract; THENCE North 06 deg. 32 min. 49 sec. West along the East line of said 9.137 acre tract, a distance of 276.53 feet to a PK nail found for the Northeast corner of said 9.137 acre tract and being in the South line of said 753.437 acre tract; THENCE South 89 deg. 15 min. 28 sec. West along the North line of said 9.137 acre tract and the South line of said 753.473 acre tract, a distance of 1427.14 feet to a point for the Southwest corner of said 753.473 acre tract, the Northwest corner of said 9.137 acre tract, and being in the Southeasterly right-of-way line of Chisholm Trail Parkway (Variable width right-of-way), from which a 5/8” capped iron rod found stamped “TED HARP” bears South 00 deg. 20 min. 22 sec. West – 0.93 feet, said point being a Point of Curvature of a non-tangent circular curve to the right, having a radius of 5609.58 feet, a central angle of 44 deg. 38 min. 36 sec., and being subtended by a chord which bears North 24 deg. 50 min. 26 sec. East - 4261.10 feet; THENCE along said Southeasterly right-of-way line of said Chisholm Trail Parkway and the West line of said 753.473 acre tract, the following nine (9) calls: Continue in a northeasterly direction along said curve to the right, a distance of 4370.83 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; North 47 deg. 09 min. 45 sec. East tangent to said curve, a distance of 1316.80 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; North 55 deg. 06 min. 09 sec. East, a distance of 767.36 feet to a 5/8” iron rod found; North 47 deg. 09 min. 45 sec. East, a distance of 647.57 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; South 75 deg. 13 min. 44 sec. East, a distance of 292.96 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; North 12 deg. 51 min. 03 sec. East, a distance of 84.05 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; North 47 deg. 09 min. 45 sec. East, a distance of 1126.07 feet to a 5/8” capped iron rod found stamped “GORRONDONA”; North 42 deg. 50 min. 15 sec. West, a distance of 200.00 feet to a 1/2" capped iron rod set stamped “GOODWIN & MARSHALL”; North 39 deg. 13 min. 20 sec. East, a distance of 233.17 feet to a 5/8” capped iron rod found stamped “GORRONDONA” for the Northwest corner of said 753.473 acre tract; THENCE North 88 deg. 50 min. 50 sec. East along the North line of said 753.473 acre tract, a distance of 164.10 feet to a 1/2" capped iron rod set stamped “GOODWIN & MARSHALL” for the most northern northeast corner of said 753.473 acre tract and being in said Stewart Feltz Road;

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THENCE South 01 deg. 09 min. 02 sec. East along the northern most east line of said 753.473 acre tract and continuing along said Stewart Feltz Road, a distance of 2187.24 feet to a 5/8” capped iron rod found stamped “BURY”; THENCE North 89 deg. 18 min. 13 sec. East along a North line of said 753.473 acre tract and continuing along said Stewart Feltz Road, a distance of 1929.06 feet to the POINT OF BEGINNING, containing 32,821,292 square feet or 753.473 acres of land, more or less.

TRACT 3 All that certain lot, tract, or parcel of land, situated in a portion of the John Korticky Survey, Abstract No. 914, City of Fort Worth, Tarrant County, Texas, being all of that certain called 79.377 acre tract described in a deed to WUSF 5 Rock Creek East, LP recorded in Instrument No. D216007268 of the Deed Records of Tarrant County, Texas (DRTCT), and being more completely described as follows, to-wit: BEGINNING at a 5/8” capped iron rod found for the Northeast corner of said 79.377 acre tract, being the point of intersection of the Easterly right-of-way line of Future West Cleburne Road (55’ right-of-way), as dedicated by the Final Plat of Panther Heights, an addition to the City of Fort Worth, recorded in Cabinet A, Slide 9826 of the Plat Records of Tarrant County, Texas (PRTCT) with the West right-of-way line of Summer Creek Road (60’ right-of-way) as shown in the Final Plat of Panther Heights, Phase 2, an addition to the City of Fort Worth, recorded in Cabinet A, Slide 7768 (PRTCT) THENCE South 00 deg. 37 min. 47 sec. East along the East line of said 79.377 acre tract and the West right-of-way line of said Summer Creek road, a distance of 1395.63 feet to a 5/8” capped iron rod found stamped “BURY” for the most Easterly Southeast corner of said 79.377 acre tract and the Northeast corner of a called 6.887 acre tract described in a deed to Tarrant Mineral Partners, recorded in Instrument No. D206091861 (DRTCT); THENCE South 89 deg. 13 min. 07 sec. West departing said West right-of-way line and along the North line of said 6.887 acre tract and the South line of said 79.377 acre tract, a distance of 499.94 feet to a 1/2" capped iron rod set stamped “GOODWIN & MARSHALL” for the Northwest corner of said 6.887 acre tract; THENCE South 00 deg. 37 min. 47 sec. East along said South line and along the West line of said 6.887 acre tract, a distance of 599.98 feet to a 5/8” capped iron rod found stamped “BURY” for the Southwest corner of said 6.887 acre tract and being in the North right-of-way line of West Cleburne Road (County Road No. 1035 – a variable width right-of-way); THENCE South 89 deg. 12 min. 42 sec. West along the South line of said 79.377 acre tract and said North right-of-way line, a distance of 299.20 feet to a 1/2" iron rod found for the Southeast corner of a tract conveyed to Irving Wallerstein, recorded in Instrument No. D215123938 (DRTCT); THENCE North 00 deg. 47 min. 41 sec. West departing said North right-of-way line and continue along the East line of said Wallerstein tract, a distance of 660.19 feet to a 5/8” iron rod found for the Northeast corner of same and being an ell corner of said 79.377 acre tract; THENCE South 89 deg. 12 min. 22 sec. West along the North line of said Wallerstein tract and the South line of said 79.377 acre tract, at 329.91 feet pass a 5/8” capped iron rod found for the Northeast corner of a called 2.27 acre tract described in a deed to Mahanaim Christian Fellowship, recorded in Instrument No. D205047689 (DRTCT), at 479.89 feet pass a 5/8” capped iron rod found for the Northwest corner of said 2.27 acre tract, continue a total distance of 660.05 feet to a 5/8” iron rod found for the Northwest corner of said Wallerstein tract and being an ell corner of said 79.377 acre tract; THENCE South 00 deg. 47 min. 39 sec. East along the West line of said Wallerstein tract and an East line of said 79.377 acre tract, a distance of 660.13 feet to a 1/2” iron rod found for the Southwest

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corner of said Wallerstein tract, an ell corner of said 79.377 acre tract and being in the North right-of- way line of said West Cleburne Road; THENCE along the South and West lines of said 79.377 acre tract and the North and East right-of- way lines of said Stewart Feltz Road, the following six (6) calls: South 89 deg. 12 min. 42 sec. West, a distance of 1260.89 feet to a 1/2" iron rod found; North 75 deg. 09 min. 47 sec. West, a distance of 76.54 feet to a 5/8” capped iron rod found stamped “BURY”; North 52 deg. 23 min. 28 sec. West, a distance of 59.11 feet to a 1/2" iron rod found; North 34 deg. 59 min. 41 sec. West, a distance of 63.85 feet to a 1/2" iron rod found; North 13 deg. 43 min. 00 sec. West, a distance of 56.08 feet to a 1/2” iron rod found; North 01 deg. 01 min. 35 sec. West, a distance of 1277.43 feet to a 5/8” capped iron rod found stamped “BURY” for the Northwest corner of said 79.377 acre tract and the Southwest corner of said Panther Heights Addition; THENCE North 89 deg. 12 min. 27 sec. East departing said East right-of-way line, and continue along the North line of said 79.377 acre tract and the South line of said Panther Heights Addition, a distance of 2739.81 feet to a 5/8” capped iron rod found stamped “BURY”, said point being a Point of Curvature of a non-tangent circular curve to the left, having a radius of 1050.00 feet, a central angle of 31 deg. 49 min. 21 sec., and being subtended by a chord which bears North 15 deg. 18 min. 19 sec. East - 575.71 feet; THENCE in a northeasterly direction along said curve to the left and continue along the East line of said Panther Heights Addition and the North line of said 79.377 acre tract, a distance of 583.18 feet to the POINT OF BEGINNING, containing 3,457,721 square feet or 79.378 acres of land, more or less.

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Appendix C

Map of Authorized Improvements

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Water Improvements

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Sanitary Sewer Improvements

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Roadway Improvements

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EXHIBIT B

NOTICE OF PUBLIC HEARING

CITY OF FORT WORTH, TEXAS NOTICE OF PUBLIC HEARING TO CONSIDER THE LEVY OF ASSESSMENTS AGAINST PROPERTY WITHIN FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 17 (ROCK CREEK RANCH)

Pursuant to Chapter 372, Texas Local Government Code (the “Act”), notice is hereby given that the City Council of the City of Fort Worth, Texas (the “City”) will hold a public hearing (the “Public Hearing”) to consider the levy of assessments against property within Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) (the “District”) to pay for certain improvements therein.

Date, Time and Place of Public Hearing. The Public Hearing will take place on August 15, 2017, at or after 7:00 p.m., at the City Council Chamber, City Hall, 200 Texas Street, Fort Worth, Texas.

General Nature of the Improvements. The general nature of the proposed public improvements, including the improvements to be reimbursed through the levy of special assessments in the District, includes: (i) water distribution improvements, (ii) wastewater improvements, and (iii) costs related to the creation and administration of the District.

The property within the District is expected to be developed in multiple phases. Improvements that will benefit and serve the entire District (the “Major Improvements”) are to be installed and constructed in the first phase, and special assessments will be levied within the Eastern Improvement Area and the Western Improvement Area to finance the Major Improvements. Roadway improvements that will benefit only the Western Improvement Area of the District (the “Roadway Improvements”) are to be constructed in the second phase, and separate special assessments will be levied at a future date on property within the Western Improvement Area to pay a portion of the costs of the Roadway Improvements.

Cost of the Improvements. The estimated total cost of the Major Improvements to be funded through the special assessments levied in the Eastern Improvement Area and the Western Improvement Area of the District, including financing costs, is approximately $14,000,000.

Proposed Assessment Roll. The proposed assessment rolls providing for the costs of said Major Improvements to be assessed, levied and apportioned against the property within the Eastern Improvement Area and the Western Improvement Area, and the real and true owner or owners thereof, are on file and are available for public inspection during regular business hours at the office of the City Secretary at City Hall, 200 Texas Street, Fort Worth, Texas.

Boundaries of the District. The boundaries of the District encompass approximately 1,756 acres, and the District is generally located along both sides of the Chisolm Trail Parkway south of McPherson Boulevard and north of FM 1187, in Tarrant County, Texas. The boundaries of the District are more particularly described by a metes and bounds description available at the Fort Worth City Hall and available for public inspection.

Objections Considered. All written or oral objections will be considered at the Public Hearing.

A Resolution

NO. ______

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 2017 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 17 (ROCK CREEK RANCH) MAJOR IMPROVEMENT PROJECT); AND RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO.

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 2017 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Major 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 are hereby approved with such changes, addenda, supplements 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 joint approval of the Chief Financial Officer / Director of Financial Management Services and the City Manager, or his designee, of the City, which approval shall be made in consultation with: (1) FirstSouthwest, a division of 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 ______day of ______2017.

ATTEST:

By: ______Mary Kayser, City Secretary

EXHIBIT A PRELIMINARY LIMITED OFFERING MEMORANDUM

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 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SEE “LIMITATIONS APPLICABLE TO PROSPECTIVE PURCHASERS” HEREIN. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 3(A)(2) THEREIN. NO ACTION HAS BEEN TAKEN TO QUALIFY THE BONDS FOR SALE UNDER THE SECURITIES LAWS OF ANY STATE. PRELIMINARY LIMITED OFFERING MEMORANDUM DATED ______, 2017 In the opinion of Co-Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under “TAX MATTERS” herein. See “TAX MATTERS — Tax Exemption” herein for a discussion of Co-Bond Counsel’s opinion, including a description of certain alternative minimum tax consequences for corporations. $ ______CITY OF FORT WORTH, TEXAS, (a municipal corporation of the State of Texas located in Tarrant, Denton, Parker, Johnson and Wise Counties) SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2017 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 17 (ROCK CREEK RANCH) MAJOR IMPROVEMENT PROJECT) Dated Date: ______, 2017 Due: September 1, as shown on the inside cover Interest to Accrue from Date of Delivery The City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2017 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Major Improvement Project) (the “Bonds”), are being issued by the City of Fort Worth, Texas (the “City”). The Bonds will be issued in fully registered form, without coupons, in authorized denominations of $100,000 of principal amount and any integral multiple of $5,000 in excess thereof. The Bonds will bear interest at the rates set forth on the inside cover, calculated on the basis of a 360-day year of twelve 30-day months, payable on each March 1 and September 1, commencing March 1, 2018, until maturity or earlier redemption. The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. No physical delivery of the Bonds will be made to the beneficial owners thereof. For so long as the book-entry only system is maintained, the principal of and interest on the Bonds will be paid from the sources described herein by BOKF, N.A., as trustee (the “Trustee”), to DTC as the registered owner thereof. See “BOOK-ENTRY ONLY SYSTEM.” The Bonds are being issued by the City pursuant to the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “PID Act”), an ordinance adopted by the City Council of the City (the “City Council”) on ______, 2017, and an Indenture of Trust, dated as of ______, 2017 (the “Indenture”), entered into by and between the City and the Trustee. Proceeds of the Bonds will be used to provide funds for (i) paying a portion of the costs of the Major Improvements (as defined herein) within the Eastern Improvement Area (as defined herein) and the Western Improvement Area (as defined herein) of the District, (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Major Improvements, (iii) funding a reserve fund for the payment of principal of and interest on the Bonds, (iv) paying a portion of the costs incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds. See “THE MAJOR IMPROVEMENTS” and “APPENDIX B — Form of Indenture.” Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture. The Bonds, when issued and delivered, will constitute valid and binding special obligations of the City payable solely from and secured by the Pledged Revenues, consisting primarily of Major Improvement Special Assessments and other funds comprising the Trust Estate (as defined herein) levied against assessable properties in the Eastern Improvement Area and Western Improvement Area of the District in accordance with a Service and Assessment Plan, all to the extent and upon the conditions described herein. The Bonds are not payable from funds raised or to be raised from taxation. See “SECURITY FOR THE BONDS.” The Bonds are subject to redemption at the times, in the amounts, and at the redemption prices more fully described herein under the subcaption “DESCRIPTION OF THE BONDS — Redemption Provisions.” The Bonds involve a high degree of risk and are not suitable for all investors. See “BONDHOLDERS RISKS” and “SUITABILITY FOR INVESTMENT.” Prospective purchasers should carefully evaluate the risks and merits of an investment in the Bonds, should consult with their legal and financial advisors before considering a purchase of the Bonds, and should be willing to bear the risks of loss of their investment in the Bonds. The Bonds are not credit enhanced or rated and no application has been made for a rating on the Bonds. THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A 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 INDENTURE. NO OWNER OF THE 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 PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE. SEE “SECURITY FOR THE BONDS.” This cover page contains certain information for quick reference only. It is not a summary of the Bonds. Investors must read this entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision. The Bonds are offered for delivery when, as, and if issued by the City and accepted by the Underwriter, subject to, among other things, the approval of the Bonds by the Attorney General of Texas and the receipt of the opinion of Kelly, Hart & Hallman LLP and McCall Parkhurst & Horton, LLP. Co- Bond Counsel and Co-Disclosure Counsel, as to the validity of the Bonds and the excludability of interest thereon from gross income for federal income tax purposes. See “APPENDIX D — Form of Opinion of Co-Bond Counsel.” Certain legal matters will be passed upon for the Underwriter by its counsel, Bracewell LLP, and for the Developer by Toates Law Firm, PLLC and by Shupe Ventura, PLLC, Special Counsel to the Developer. It is expected that the Bonds will be delivered in book-entry form through the facilities of DTC on or about ______, 2017.

#5470717.15

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS, AND CUSIP NUMBERS

CUSIP Prefix: ______(a)

$ ______CITY OF FORT WORTH, TEXAS, (a municipal corporation of the State of Texas located in Tarrant, Denton, Parker, Johnson and Wise Counties) SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2017 (FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 17 (ROCK CREEK RANCH) MAJOR IMPROVEMENT PROJECT)

$______% Term Bonds, Due September 1, 20__, Priced to Yield ____%; CUSIP ______(a) (b) (c)

(a) CUSIP numbers are included solely for the convenience of owners of the Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are provided for convenience of reference only. None of the City, the City’s Financial Advisor or the Underwriter takes any responsibility for the accuracy of such numbers. (b) The Bonds are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City, pursuant to the terms and at the redemption prices set forth herein under “DESCRIPTION OF THE BONDS — Redemption Provisions.” (c) The Bonds are also subject to mandatory sinking fund redemption and extraordinary optional redemption as described herein under “DESCRIPTION OF THE BONDS — Redemption Provisions.”

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CITY OF FORT WORTH, TEXAS CITY COUNCIL

Term Expires Name Place (May) Betsy Price Mayor 2019 Carlos Flores District 2 2019 Brian Byrd District 3 2019 Cary Moon District 4 2019 Gyna Bivens District 5 2019 Jungus Jordan District 6 2019 Dennis Shingleton District 7 2019 Kelly Allen Gray District 8 2019 Ann Zadeh District 9 2019

CITY MANAGER CITY SECRETARY CHIEF FINANCIAL OFFICER David Cooke Mary J. Kayser Aaron J. Bovos

SPECIAL ASSESSMENT CONSULTANT Development Planning & Financing Group, Inc.

PID ADMINISTRATOR Municap, Inc.

FINANCIAL ADVISOR TO THE CITY FirstSouthwest, a Division of Hilltop Securities, Inc.

CO-BOND COUNSEL & CO-DISCLOSURE COUNSEL Kelly Hart & Hallman LLP McCall, Parkhurst & Horton, LLP

UNDERWRITER’S COUNSEL Bracewell LLP

For additional information regarding the City, please contact:

Aaron J. Bovos Boyd London Chief Financial Officer First Southwest Company, City of Fort Worth, Texas a Division of Hilltop Securities, Inc. 200 Texas Street 1201 Elm Street Fort Worth, Texas 76102 Suite 3500 (817) 392-8517 Dallas, Texas 75270 [email protected] (214) 953-4013 boyd.london@ hilltopsecurities.com

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AREA LOCATION MAP OF THE DISTRICT

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REGIONAL LOCATION OF ROCK CREEK RANCH DEVELOPMENT

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ROCK CREEK RANCH AND TARLETON STATE UNIVERSITY SITE

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MAP SHOWING BOUNDARIES OF THE EASTERN IMPROVEMENT AREA AND WESTERN IMPROVEMENT AREA OF THE DISTRICT

WESTERN IMPROVEMENT AREA

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EASTERN IMPROVEMENT AREA

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NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY OR THE UNDERWRITER TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, 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 AUTHORIZED BY EITHER OF THE FOREGOING. THIS LIMITED OFFERING MEMORANDUM DOES NOT 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 ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.

THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE UNITED STATES FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS 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, CREATE ANY IMPLICATION THAT THERE 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 THE 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 UNDER THE SECURITIES ACT OF 1933, NOR HAS 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.

CERTAIN STATEMENTS 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 EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE SECURITIES ACT. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “BUDGET” OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND

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UNKNOWN RISKS, UNCERTAINTIES 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 ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER “CONTINUING DISCLOSURE” HEREIN.

THE TRUSTEE HAS NOT PARTICIPATED IN THE PREPARATION OF THIS LIMITED OFFERING MEMORANDUM AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THIS LIMITED OFFERING MEMORANDUM OR THE RELATED TRANSACTIONS AND DOCUMENTS OR FOR ANY FAILURE BY ANY PARTY TO DISCLOSE EVENTS THAT MAY HAVE OCCURRED AND MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF SUCH INFORMATION.

(REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK)

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TABLE OF CONTENTS

INTRODUCTION ...... 1 Prepayment of Special Assessments ...... 32 Priority of Lien ...... 33 PLAN OF FINANCE ...... 2 Foreclosure Proceedings ...... 33 Development Plan ...... 2 The Eastern Major Improvement Area THE CITY ...... 34 and Western Improvement Area Background ...... 34 and the District ...... 3 City Government ...... 34 University Property ...... 3 THE DISTRICT ...... 34 The Bonds...... 4 General ...... 34 DESCRIPTION OF THE BONDS ...... 5 Powers and Authority ...... 35 General Description ...... 5 THE MAJOR IMPROVEMENTS...... 35 Redemption Provisions ...... 5 General ...... 35 BOOK-ENTRY ONLY SYSTEM ...... 8 Description of the Major Improvements ...... 35 Future Roadway Improvements ...... 36 LIMITATIONS APPLICABLE TO PROSPECTIVE Non-PID Related Improvements ...... 37 PURCHASERS ...... 10 Ownership and Maintenance of SECURITY FOR THE BONDS ...... 11 Improvements ...... 39 General ...... 11 THE DEVELOPMENT ...... 39 Pledged Revenues ...... 11 Overview ...... 40 Collection and Deposit of Major Development Plan ...... 41 Improvement Special Assessment PID Reimbursement Agreement ...... 42 Revenues ...... 12 City Facilities Agreement ...... 42 Unconditional Levy of Assessments ...... 13 Market Study Summary ...... 42 Perfected Security Interest ...... 13 Engineer’s Report Summary ...... 45 Pledged Revenue Fund ...... 14 Environmental ...... 47 Bond Fund ...... 14 Reserve Fund ...... 14 THE DEVELOPER ...... 48 Delinquency and Prepayment Reserve General ...... 48 Account of the Reserve Fund ...... 15 Description of the Developer ...... 48 Administrative Fund ...... 16 Developer Texas Projects ...... 49 Project Fund ...... 16 Bankruptcy of Certain Canadian Defeasance...... 17 Affiliates of Landowners and Events of Default ...... 17 Developer ...... 50 Remedies in Event of Default ...... 18 Current Defaults ...... 50 Restriction on Owner’s Actions ...... 18 Marketing of the Development ...... 50 Application of Revenues and Other Executive Biography of Principals of Moneys After Event of Default ...... 19 the Developer ...... 51 Investment or Deposit of Funds ...... 20 Acquisition of the Property in the Against Encumbrances ...... 20 District ...... 52 Additional Obligations ...... 20 THE SPECIAL ASSESSMENT CONSULTANT . 52 SOURCES AND USES OF FUNDS ...... 22 THE PID ADMINISTRATOR ...... 53 DEBT SERVICE REQUIREMENTS ...... 23 APPRAISAL OF PROPERTY WITHIN THE OVERLAPPING TAXES AND DEBT ...... 24 DISTRICT ...... 53 The Appraisal ...... 53 ASSESSMENT PROCEDURES ...... 26 Value to Assessment Burden Ratio ...... 54 General ...... 26 Assessment Methodology ...... 27 BONDHOLDERS’ RISKS ...... 55 Collection and Enforcement of Major Deemed Representations and Improvement Special Assessment Acknowledgment by Purchasers ...... 55 Amounts ...... 31 Assessment Limitations ...... 56 Major Improvement Special Risks Related to the Current Real Estate Assessment Amounts ...... 32 Market ...... 57

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Competition ...... 57 Compliance with Prior Undertakings ...... 67 Loss of Tax Exemption ...... 57 The Developer ...... 67 Bankruptcy ...... 57 UNDERWRITING ...... 68 Direct and Overlapping Indebtedness, Assessments and Taxes ...... 58 REGISTRATION AND QUALIFICATION OF Depletion of Reserve Fund; No BONDS FOR SALE ...... 68 Prefunding of Delinquency and LEGAL INVESTMENT AND ELIGIBILITY TO Prepayment Reserve Account...... 58 SECURE PUBLIC FUNDS IN TEXAS ...... 68 Hazardous Substance ...... 58 Regulation ...... 59 INVESTMENTS ...... 69 Bondholders’ Remedies and Bankruptcy ...... 59 INFORMATION RELATING TO THE TRUSTEE71 No Acceleration ...... 60 SOURCES OF INFORMATION ...... 71 Bankruptcy Limitation to Bondholders’ General ...... 71 Rights ...... 60 Source of Certain Information ...... 71 Management and Ownership ...... 60 Experts ...... 72 General Risks of Real Estate Investment Updating of Limited Offering and Development ...... 61 Memorandum ...... 72 Dependence Upon Developer and Landowners ...... 61 FORWARD-LOOKING STATEMENTS ...... 72 Dependence on Future Roadway AUTHORIZATION AND APPROVAL ...... 72 Improvements ...... 62 Agricultural Use Valuation and APPENDIX A General Information Regarding the Redemption Rights ...... 62 City and Surrounding Area A-1 TAX MATTERS ...... 63 APPENDIX B Form of Indenture B-1 Tax Exemption ...... 63 APPENDIX C Form of Service and Assessment Tax Accounting Treatment of Discount Plan C-1 and Premium on Certain Bonds ...... 64 APPENDIX D Form of Opinion of Co-Bond Counsel D-1 LEGAL MATTERS ...... 65 APPENDIX E-1 Form of Disclosure Agreement of Legal Proceedings ...... 65 the Issuer E-1 Legal Opinions ...... 65 APPENDIX E-2 Form of Disclosure Agreement of Litigation — The City ...... 66 the Developer E-2 Litigation — The Developer...... 66 APPENDIX F Appraisal of the District F-1 SUITABILITY FOR INVESTMENT ...... 66 APPENDIX G Form of PID Reimbursement Agreement G-1 ENFORCEABILITY OF REMEDIES ...... 66 APPENDIX H Market Study H-1 APPENDIX I Engineer’s Report I-1 NO RATING ...... 67 APPENDIX J Investor Letter J-1 CONTINUING DISCLOSURE ...... 67 The City ...... 67

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PRELIMINARY LIMITED OFFERING MEMORANDUM

INTRODUCTION

The purpose of this Limited Offering Memorandum, including the cover page, inside cover and appendices hereto, is to provide certain information in connection with the issuance and sale by the City of Fort Worth, Texas (the “City”), of its $______aggregate principal amount of Special Assessment Revenue Bonds, Series 2017 (Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) Major Improvement Project) (the “Bonds”).

PROSPECTIVE INVESTORS SHOULD BE AWARE OF CERTAIN RISK FACTORS, ANY OF WHICH, IF MATERIALIZED TO A SUFFICIENT DEGREE, COULD DELAY OR PREVENT PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON THE BONDS. THE BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. See “SUITABILITY FOR INVESTMENT” and “BONDHOLDERS’ RISKS.”

The Bonds are being issued by the City pursuant to the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “PID Act”), the ordinance authorizing the issuance of the Bonds enacted by the City Council of the City (the “City Council”) on ______, 2017 (the “Bond Ordinance”), and an Indenture of Trust, dated as of ______, 2017 (the “Indenture”), entered into by and between the City and BOKF, N.A., as trustee (the “Trustee”). The Bonds will be secured by a portion of the special assessments (“Major Improvement Special Assessments”) levied against assessable property located within the Eastern Improvement Area (as defined below) and Western Improvement Area (each as defined below) of Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) (the “District”) pursuant to an ordinance enacted by the City Council on ______, 2017 (the “Assessment Ordinance”).

Reference is made to the Indenture for a full statement of the authority for, and the terms and provisions of, the Bonds. All capitalized terms used in this Preliminary Limited Offering Memorandum that are not otherwise defined herein shall have the meanings set forth in the Indenture. See “APPENDIX B — Form of Indenture.”

Set forth herein are brief descriptions of the City, the District, the Assessment Ordinance, the Bond Ordinance, the Service and Assessment Plan (as defined herein), the PID Reimbursement Agreement (as defined herein), the Redemption/Waiver Agreement (as defined herein), the Memorandum of Understanding (as defined herein), Walton Development & Management TX, LLC, a Delaware limited liability company (“WDM” or the “Developer”), Development Planning & Financing Group, Inc. (the “Special Assessment Consultant) and Municap Inc. (the “PID Administrator”), together with summaries of terms of the Bonds and the Indenture and certain provisions of the PID Act. All references herein to such documents and the PID Act are qualified in their entirety by reference to such documents or such PID Act and all references to the Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indenture. Copies of these documents may be obtained during the period of the offering of the Bonds from the office of the Underwriter. The Form of Indenture appears in APPENDIX B and the Form of Service and Assessment Plan appears as APPENDIX C. The information provided under this caption “INTRODUCTION” is intended to provide a brief overview of the information provided in the other captions herein and is not intended, and should not be considered, fully representative or complete as to the subjects discussed hereunder.

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PLAN OF FINANCE

Development Plan

The District contains approximately 1,756 acres generally located in the southwest portion of the City on either side of Chisholm Trail Parkway, south of McPherson Boulevard and north of Farm to Market Road 1187. As described below, the District consists of an Eastern Improvement Area and a Western Improvement Area; and current plans for the “Rock Creek Ranch” development (the “Development”) are in the preliminary stages but currently contemplate approximately 4,917 single family residential homes, approximately 2,520 multi-family residential units, approximately 3,780,000 square feet of commercial space and approximately 960,000 square feet planned as a future satellite campus for Tarleton State University (the “University”).

All of the property within the District except for the University Property (as defined below) is currently owned by entities affiliated with Walton International Group (USA), Inc., an Arizona corporation (“Walton USA”). The current landowners within the District are: (1) Walton Texas LP, a Texas limited partnership (“Walton Texas,” a wholly-owned subsidiary of Walton USA), (2) WUSF 4 Rock Creek, LP, a Texas limited partnership (“WUSF4”), and wholly owned subsidiary of Walton U.S. Land Fund 4, LP, a Delaware partnership (“Land Fund 4”), and (3) WUSF 5 Rock Creek East LP, a Texas limited partnership (“WUSF5”), a wholly owned subsidiary of Walton U.S. Land Fund 5, LP, a Delaware partnership (“Land Fund 5”) Land Fund 5, WUSF5, Walton Texas and WUSF4, are collectively referred to as the “Landowners.” Land Fund 4 and Land Fund 5 are not landowners within the District.

Walton Texas entered into a purchase contract for the property within the Western Improvement Area of the District with the State of Texas on October 24, 2013 for a purchase price of $12,000,000 and such property was transferred by deed on June 4, 2014. Following a series of transactions, the last of which occurred on June 18, 2014, Walton Texas now owns an undivided 5% tenancy-in-common interest and WUSF4 now owns an undivided 95% tenancy-in-common interest in the property within Western Improvement Area.

Walton Texas and WUSF5 entered into a purchase contract for the property within the Eastern Improvement Area with the State of Texas on October 24, 2013 for a purchase price of $10,750,000 and such property was transferred by deed on August 27, 2015. Following a series of transactions, the last of which occurred on November 12, 2015, WUSF5 now owns an undivided 95% tenancy-in-common interest and Walton Texas owns an undivided 5% tenancy-in-common interest in the property within the Eastern Improvement Area.

On December 15, 2016, Walton Texas and WUSF4 donated eighty (80) acres of land within the Western Improvement Area (the “University Property”) to the Texas A&M University System, an agency of the State of Texas, for the use and benefit of the University.

Upon their acquisition of the District Property the Landowners retained Walton Development & Management TX, LLC, a Delaware limited liability company (“Developer” or “WDM”) to perform certain preliminary development concept planning services so long as the Landowners own the property within the District, administer the property within the District. Both Walton Texas and WDM are affiliates of Walton USA.

Independent of the preliminary development concept planning services it provides to Landowners, the Developer will develop infrastructure and roadway improvements on the property within the District for dedication to the City. Development will begin with the construction and installation of the major infrastructure consisting of water and sanitary sewer improvements benefitting and serving the entire District (the “Major Improvements”) followed by an additional phase of development of road improvements benefitting the Western Improvement Area of the District (the “Roadway Improvements”). See “THE DEVELOPMENT — Development Plan.” The terms “Eastern Improvement Area” and “Western Improvement Area” together describe all of the property within the District. The boundaries of the District, and the Eastern Improvement Area and Western Improvement Area thereof are shown in the “MAP SHOWING BOUNDARIES OF THE EASTERN IMPROVEMENT AREA AND THE WESTERN IMPROVEMENT AREA OF THE DISTRICT” on page v.

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The Eastern Major Improvement Area and Western Improvement Area and the District

The Western Improvement Area and Eastern Improvement Area are two separate and distinct areas of the District. In the first phase of the District’s development, the Major Improvements will be constructed in both the Western Improvement Area and Eastern Improvement Area. The total cost of the Major Improvements is expected to be approximately $8,483,636 (the “Major Improvements Cost”). Of the Major Improvements Cost, $4,497,067 will be allocated to the Eastern Improvement Area, and $3,986,568 will be allocated to the Western Improvement Area. See “APPENDIX C – Form of Service and Assessment Plan.” The future development of lots within the Western Improvement Area will also necessitate the construction of the future Roadway Improvements within the Western Improvement Area. As set forth in the Service and Assessment Plan, and the non-binding “Memorandum of Understanding – City of Fort Worth/Rock Creek Ranch/Chisholm Trail Ranch – Brewer Road Project” effective as of August 1, 2017 and attached to the PID Reimbursement Agreement as Exhibit D (the “Memorandum of Understanding”), the Developer and the City expect that Additional Obligations (as defined below) will be sold to finance the construction of such Roadway Improvements, subject to certain restrictions set forth in the Indenture for the Bonds and subject to the discretion of the City Council of the City. See “SECURITY FOR THE BONDS – Additional Obligations.” Also under the Memorandum of Understanding, the City, the Developer and a Walton affiliated entity involved with a neighboring residential development called “Chisholm Trail Ranch” are expected to provide additional funds prior to or concurrently with the issuance of Additional Obligations for the construction of related road improvements outside of the District. See “APPENDIX G – Form of PID Reimbursement Agreement (Exhibit D)” and “THE MAJOR IMPROVEMENTS – Non-PID Related Improvements.”

The Bonds are being issued for the purpose of financing the Major Improvements Cost, and will be secured by assessments levied solely against property in the Eastern Improvement Area and Western Improvement Area.

Any future Additional Obligations which are anticipated to be issued for the purpose of financing Roadway Improvements located within the Western Improvement Area, will be secured by separate assessments levied against the Western Improvement Area. No Additional Obligations will be issued with respect to the Eastern Improvement Area. See “SECURITY FOR THE BONDS – Additional Obligations” and “THE MAJOR IMPROVEMENTS – Non-PID Related Improvements.”

University Property

Within the Western Improvement Area will be approximately 960,000 square feet of a planned Tarleton State University Fort Worth campus located on the approximately eighty (80) acres of land donated by Walton Texas and WUSF4 (the “University Property”). The University was established in 1899 and is a member of the Texas A&M University System with its main campus in Stephenville, Texas, an hour southwest of Fort Worth. The University has provided undergraduate and graduate degree programs in Fort Worth since 1976 and currently offers 48 degree programs. The University has no permanent campus in Fort Worth but rents a variety of office space in which to hold its classes and programs.

The University sees the donation of 80 acres of land from Walton Texas and WUSF4 to be an opportunity to establish a permanent campus in Fort Worth that would house all of its programs and students on the same campus. The University’s student enrollment draws heavily from the area directly southwest of Fort Worth and also draws a large number of students from Tarrant County Community College and surrounding community colleges, making a campus located in the southwest Fort Worth area an ideal location for the University.

The University has commissioned a master plan for development of the entire 80 acres as an extended campus and has hired a contractor for development of the first phase of construction of the campus on the site. The University plans a ground breaking for the first phase of construction in Fall 2018 with the new campus opening scheduled for the Fall 2019 semester. Current enrollment in the University’s Fort Worth programs is approximately 2,000 students, but the University estimates that by the time the new campus opens in 2019, student enrollment will be between 2,500 and 3,000 students.

Certain of the Major Improvements and future Roadway Improvements are being constructed on the University Property. In addition, certain improvements related to the Major Improvements and future Roadway Improvements are being constructed elsewhere in the District which serve the University Property. These

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improvements constructed on or otherwise serving the University Property are referred to herein as the “University Improvements.” The costs of the University Improvements will be funded directly by the Developer. No University Improvements will be financed by Major Improvement Assessments or any future Roadway Improvement Assessments nor will any assessments be levied in the future for the purpose of reimbursing the Developer for the costs of such improvements. Since the University Improvements are being paid from sources other than Major Improvement Assessments or any future Roadway Improvement Assessments in the District, the University Property has been treated as Non-Benefitted Property in the Service and Assessment Plan. See “APPENDIX C – Form of Service and Assessment Plan.” The actual costs of the University Improvements related to the water improvements and sanitary sewer improvements have been determined on the basis of the estimated usage, as determined by the project engineer, of all Major Improvements in the District consisting of water improvements and sanitary sewer improvements applicable to the University Property. The actual costs of the University Improvements related to the Western Improvement Area’s future Roadway Improvements will be determined on the basis of the University Property’s pro-rata share of the total acreage of the Western Improvement Area. A table from the Service and Assessment Plan depicting the University Improvements expected to be paid by the Landowner or Developer and that are not financed through the District is below. The construction of the University Improvements, the Major Improvements, the future Roadway Improvements and the Non-PID Roadway Improvements (defined herein) are critical to the operation of the University.

Table IV-A Non-Benefitted Area Costs of University Improvements (not to be financed by or through the PID)

(a) Total Costs include the Actual Costs of Authorized Improvements, the Non-PID Related Improvements and the University Improvements per Table III-A.

(b) Roadway Improvements are estimates.

The Bonds

Proceeds of the Bonds will be used primarily to finance (i) the costs of the Major Improvements; (ii) paying a portion of the interest on the Bonds during and after the period of acquisition and construction of the Major Improvements; (iii) funding a reserve fund for the payment of principal of and interest on the Bonds; (iv) paying a portion of the costs incidental to the organization of the District; and (v) paying the costs of issuance of the Bonds. To the extent that a portion of the proceeds of the Bonds is allocated for the payment of the costs of issuance of the Bonds and less than all of such amount is used to pay such costs, the excess amount may, at the option of the City, be transferred to the Major Improvement Account of the Project Fund (both defined herein) or to the Principal and Interest Account of the Bond Fund (both defined herein) to pay interest on the Bonds. See “THE MAJOR IMPROVEMENT PROJECTS,” “APPENDIX B — Form of Indenture” and “SOURCES AND USES OF FUNDS.”

The City expects to issue one or more series of bonds (collectively, the “Additional Obligations”) to finance the cost of the future Roadway Improvements within the Western Improvement Area of the District as the development proceeds. The current estimated costs of the Roadway Improvements benefiting the Western Improvement Area of the District are set forth in the Service and Assessment Plan which will be updated with revised estimates and descriptions, if applicable, if and when the Additional Obligations are issued. Such Additional Obligations will be secured by separate special assessments levied pursuant to the PID Act on assessable property within the Western Improvement Area of the District. See “APPENDIX C – Form of Service and Assessment

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Plan,” “THE MAJOR IMPROVEMENTS – Future Roadway Improvements” and “SECURITY FOR THE BONDS – Additional Obligations.”

The Bonds, and any Additional Obligations issued by the City are separate and distinct issues of securities secured by separate special assessments. Any Additional Obligations are not offered pursuant to this Limited Offering Memorandum.

Payment of the Bonds is secured by a pledge of and a lien upon the Pledged Revenues, consisting primarily of a portion of Major Improvement Special Assessments to be levied against the assessable parcels or lots within the Eastern Improvement Area and Western Improvement Area of the District and other funds comprising the Trust Estate, all to the extent and upon the conditions described herein and in the Indenture. See “SECURITY FOR THE BONDS” and “SPECIAL ASSESSMENT PROCEDURES.” The Bonds shall never constitute an indebtedness or general obligation of the City, the State or any other political subdivision of the State, within the meaning of any Constitutional provision or statutory limitation whatsoever, but the Bonds are limited and special obligations of the City payable solely from the Pledged Revenues and other funds comprising the Trust Estate as provided in the Indenture. Neither the faith and credit nor the taxing power of the City, the State or any other political subdivision of the State is pledged to the payment of the Bonds.

When compared to the estimated aggregate “As Complete” value of the assessable property in the District ($51,500,000), the principal amount of the Bonds has an estimated value to assessment burden ratio of 3.68 to 1. See “APPRAISAL OF PROPERTY WITHIN THE DISTRICT — Value to Assessment Burden Ratio.”

DESCRIPTION OF THE BONDS

General Description

The Bonds will mature on the dates and in the amounts set forth in the inside cover page of this Limited Offering Memorandum. Interest on the Bonds will accrue from their date of delivery to the Underwriter and will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Bonds will be payable on each March 1 and September 1, commencing March 1, 2018 (each an “Interest Payment Date”), until maturity or prior redemption. BOKF, N.A. is the initial Trustee, Paying Agent and Registrar for the Bonds.

The Bonds will be issued in fully registered form without coupons. The Bonds will initially be issued in authorized denominations of $100,000 or any integral multiple of $5,000 in excess thereof (“Authorized Denominations”). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), and purchases of beneficial interests in the Bonds will be made in book-entry only form. See “BOOK-ENTRY ONLY SYSTEM” and “SUITABILITY FOR INVESTMENT.”

Redemption Provisions

Optional Redemption. The City reserves the right and option to redeem the Bonds before their scheduled maturity dates, in whole or in part, on any Interest Payment Date on or after September 1, 20__ such date or dates to be fixed by the City, at the prices shown below (expressed as a percentage of par), plus accrued interest to date of redemption:

Redemption Period Redemption Price September 1, 20__ through February 28, 20__ [_____]% March 1, 20__ through August 31, 20__ [_____]%

Extraordinary Optional Redemption. The Bonds are subject to extraordinary optional redemption by the City prior to their scheduled maturity on the first business day of any month after the required notice of redemption at a redemption price equal to 100% of the principal amount of the Bonds, or portions thereof, to be redeemed plus accrued interest to the redemption date from amounts on deposit in the Redemption Fund as a result of (i)

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Prepayments, including related transfers to the Redemption Fund, (ii) unexpended proceeds transferred from the Major Improvement Account of the Project Fund to the Redemption Fund pursuant to the Indenture, (iii) Foreclosure Proceeds to the extent that such proceeds are not needed to restore deficiencies in the Reserve Fund to restore any transfers from the Reserve Fund made with respect to the Assessed Property (as defined in the Service and Assessment Plan) to which Foreclosure Proceeds relate, (iv) transfers of Major Improvement Assessment Revenue to the Redemption Fund as directed by the City pursuant to the Indenture, (v) transfers to the Redemption Fund from the Delinquency and Prepayment Reserve Account pursuant to the Indenture in the event that the Delinquency and Prepayment Reserve Account contains the Delinquency and Prepayment Reserve Requirement, and (vi) transfers to the Redemption Fund made pursuant to the Indenture in the event that the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal amount and of all Outstanding Bonds, or (vii) any other transfers to the Redemption Fund under the terms of the Indenture. Unexpended proceeds from the Major Improvement Account shall be transferred to the Redemption Fund only in the event that the City Representative determines that all Major Improvements have been completed or that the amounts then on deposit in the Major Improvement Account of the Project Fund are not expected to be expended for the purpose of the Project Fund due to the abandonment, or constructive abandonment, of the Major Improvements such that, in the opinion of the City Representative, it is unlikely that the amounts in the Project Fund will ever be expended for the purposes of the Major Improvement Account of the Project Fund. Bonds redeemed pursuant to extraordinary optional redemption shall be redeemed in inverse order of maturity. See “ASSESSMENT PROCEDURES — Prepayment of Special Assessments” for the definition and description of Prepayments.

Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at a price of 100% of the principal amount thereof, plus accrued interest to the redemption date, from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to the Indenture, on the dates and in the respective Sinking Fund Installments as set forth in the following schedules:

$[ ] Term Bonds due September 1, 20[ ]

Redemption Date (09/01) Sinking Fund Installment 20______20______20______20______*20______

$[ ] Term Bonds due September 1, 20[ ]

Redemption Date (09/01) Sinking Fund Installment 20______20______20______20______*20______

$[ ] Term Bonds due September 1, 20[ ]

Redemption Date (09/01) Sinking Fund Installment 20______20______20______20______*20______* Stated Maturity

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At least forty-five (45) days prior to each mandatory sinking fund redemption date, the Trustee will select a 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 mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in the Indenture. Bonds redeemed pursuant to mandatory redemption shall be redeemed in inverse order of maturity.

The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Bonds of such maturity which, at least 45 days prior to the sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation.

The principal amount of Bonds required to be redeemed on any mandatory sinking fund redemption date shall be reduced on a pro rata basis among Sinking Fund Installments for each maturity of Bonds by the principal amount of any Bonds which, at least 45 days prior to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions of the Indenture and not previously credited to a mandatory sinking fund redemption.

Notice of Redemption. Notice of any redemption shall be given by the Trustee at least thirty (30) days prior to the redemption date by giving written notice to the Owner of each Bond to be redeemed in whole or in part at the address shown on the Register by first-class mail, postage prepaid. Any such notice shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Notice of redemption having been given as provided in the Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the redemption price of such Bonds to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date.

With respect to any optional redemption of the Bonds, unless the Trustee has received funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a notice of redemption, the notice may state that the City may condition redemption on the receipt of such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient funds are not received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the Trustee shall give notice, in the manner in which the notice of redemption was given, that the Bonds have not been redeemed.

The City has the right to rescind any optional redemption or extraordinary optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided.

Additional Provisions with Respect to Redemption. A portion of a single Bonds of a denomination less $100,000 may be redeemed but only in a principal amount of at least $5,000 or any integral of $5,000 in excess thereof. After giving effect to a partial redemption as described in the Indenture, a Bond in the principal amount equal to the unredeemed portion but not less than $5,000 may be issued. If less than all of the Bonds are to be redeemed pursuant to Extraordinary Option Redemption or Mandatory Sinking Fund Redemption, the Bonds shall be redeemed in inverse order of maturity. If less than all the Bonds within a maturity are to be redeemed, such Bonds shall be called by random selection. Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by the smallest Authorized Denomination for such Bonds. A portion of a single Bond of a denomination equal to or greater than $100,000 may be redeemed but only in a principal amount of $100,000 or any integral $5,000 in excess thereof; provided, however, that the Trustee shall treat each $5,000 portion of such Bond in excess of $100,000 as though it were a single bond for purposes of selection for redemption.

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Upon surrender of any Bond in part, the Trustee, in accordance with the provisions of the Indenture, shall authenticate and deliver in exchange thereof a Bond or Bonds of like tenor, maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond or Bonds so surrendered.

BOOK-ENTRY ONLY SYSTEM

This section describes how ownership of the Bonds is to be transferred and how the principal of, premium, if any, and interest on the Bonds are to be paid to and credited by The Depository Trust Company (“DTC”), New York, New York, while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Limited Offering Memorandum. The City and the Underwriter believe the source of such information to be reliable, but neither the City nor the Underwriter takes responsibility for the accuracy or completeness thereof.

The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis or (3) DTC will serve and act in the manner described in this Limited Offering Memorandum. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC.

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered security certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its registered subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

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To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all Bonds of the same maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant of such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, interest and all other payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or Paying Agent/Registrar, on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, the Paying Agent/Registrar, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest and payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, the Paying Agent/Registrar or the City, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered.

The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. Thereafter, Bond certificates may be transferred and exchanged as described in the Indenture.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the City believes to be reliable, but none of the City, the City’s Financial Advisor or the Underwriter take any responsibility for the accuracy thereof.

NONE OF THE CITY, THE TRUSTEE, THE PAYING AGENT, THE CITY’S FINANCIAL ADVISOR OR THE UNDERWRITER WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE

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PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS. THE CITY CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM. THE CURRENT RULES APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE CURRENT PROCEDURES OF DTC TO BE FOLLOWED IN DEALING WITH DTC PARTICIPANTS ARE ON FILE WITH DTC.

LIMITATIONS APPLICABLE TO PROSPECTIVE PURCHASERS

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 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Each initial purchaser of Bonds (each, a “Purchaser”) will be required to deliver a Letter of Representation to the City prior to their purchase of the Bonds in the form attached as Exhibit J, and each initial and subsequent purchaser will be deemed to have acknowledged and represented to the City as follows:

1. A purchase of the Bonds involves investment risks, certain of which are set forth under “BONDHOLDERS’ RISKS” herein, and the Purchaser, either alone or with its purchaser representative(s) (as defined in Rule 501(h) of Regulation D under the Securities Act), has sophisticated knowledge and experience in financial and business matters and the capacity to evaluate such risks in making an informed investment decision to purchase the Bonds. The Purchaser can afford a complete loss of its investment in the Bonds.

2. The Purchaser is a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act, or an entity in which all the equity owners are “qualified institutional buyers.” The Purchaser is acquiring the Bonds for its own account with no present intention of distributing, reselling or redistributing the Bonds.

3. The Bonds are being offered and sold initially and subsequently may be sold or transferred only in denominations of $100,000 and any integral multiple of $5,000 in excess thereof; provided that upon partial redemption of any Bond, a Bond in the principal amount equal to the unredeemed portion, but not less than $5,000, may be issued.

4. None of the City, its counsel, Co-Bond Counsel or any other person representing the City has made any representation to the Purchaser with respect to the offering or sale of the Bonds, other than the information contained herein which relates specifically to the City, upon which the Purchaser is relying in making its investment decision with respect to the Bonds. No dealer, salesman or other person has been authorized to give any information or to make any representation other than the information contained in this Limited Offering Memorandum in connection with the offering of the Bonds, and, if given or made, any such information or representation will not be relied upon by the Purchaser as having been authorized by the City.

5. The Purchaser has had access to such financial and other information concerning the Bonds as it has deemed necessary in connection with its investment decision to purchase the Bonds.

6. The Bonds (i) are being offered pursuant to exemptions from registration under the Securities Act and any applicable state securities laws (the “State Laws”) and are not being registered under the Securities Act or the State Laws; (ii) will not be listed on any stock or other securities exchange; and (iii) may be sold, transferred, or assigned only in compliance with the Securities Act, the State Laws and the Indenture. This Limited Offering Memorandum does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in which any person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation.

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7. No credit rating has been sought or obtained with respect to the Bonds, there is no established secondary market for the Bonds and the Purchaser has no present need for liquidity in connection with its investment in the Bonds. In the event the Purchaser subsequently determines to transfer or assign the Bonds or any interest therein, the Purchaser will not undertake such transfer or assignment except in full and complete compliance with all applicable local, state and federal laws, including State law and the Securities Act, and the requirements of the Indenture.

8. The Purchaser understands the meaning and legal consequences of the acknowledgements and representations set forth herein in the above paragraphs and further understands that the City has relied and will rely upon such acknowledgements and representations.

SECURITY FOR THE BONDS

General

THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A 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 INDENTURE. NO OWNER OF THE 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 PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE.

The principal of, premium, if any, and interest on the Bonds are secured by a pledge of and a lien upon the pledged revenues (the “Pledged Revenues”), consisting primarily of a portion of Major Improvement Special Assessments levied against the Assessed Property within the Eastern Improvement Area and Western Improvement Area of the District and other funds comprising the Trust Estate, all to the extent and upon the conditions described herein and in the Indenture. The District contains approximately 1,756 acres. In accordance with the PID Act, the City has caused the preparation of a Service and Assessment Plan (as amended and supplemented, the “Service and Assessment Plan”), which describes the special benefit received by the property within the District, including the Eastern Improvement Area and the Western Improvement Area, provides the basis and justification for the determination of special benefit on such property, establishes the methodology for the levy of Major Improvement Special Assessments and provides for the allocation of Pledged Revenues for payment of principal of, premium, if any, and interest on the Bonds. The Service and Assessment Plan will be reviewed and updated annually for the purpose of determining the annual budget for improvements and the Annual Installments (as defined below) of Major Improvement Special Assessments due in a given year. The determination by the City of the assessment methodology set forth in the Service and Assessment Plan is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on all current and future landowners within the District. See “APPENDIX C — Form of Service and Assessment Plan.”

Pledged Revenues

The City is authorized by the PID Act, the Assessment Ordinance and other provisions of law to finance the Major Improvements by levying the Major Improvement Special Assessments upon properties in the Eastern Improvement Area and the Western Improvement Area of the District benefitted thereby. For a description of the assessment methodology and the amounts of Major Improvement Special Assessments anticipated to be levied in the District, see “ASSESSMENT PROCEDURES” and “APPENDIX C — Form of Service and Assessment Plan.”

Pursuant to the Indenture, Pledged Revenues are the sum of (i) Major Improvement Assessment Revenues (excluding that portion of the Annual Installments collected for the payment of Administrative Expenses); (ii) the moneys held in the Pledged Funds; and (iii) any additional revenues that the City may pledge to the payment of the

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Bonds. “Major Improvement Assessment Revenue” means monies collected by or on behalf of the City from any one or more of the following: (i) an Annual Installment, (ii) a Prepayment, and (iii) Foreclosure Proceeds. “Annual Installments” means, with respect to each Assessed Parcel, each annual payment of (i) the Major Improvement Special Assessments as shown on the Assessment Roll attached to the Service and Assessment Plan and related to the Bonds and the Major Improvements; (ii) the 0.50% additional interest rate (authorized by Section 372.018(a) of the PID Act) collected on each annual payment of Major Improvement 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 Administrative Expenses. The City will covenant in the Indenture that it will take and pursue all actions permissible under Applicable Laws to cause the Major Improvement Special Assessments to be collected and the liens thereof to be enforced continuously. See “— Pledged Revenue Fund.” See also “— Pledged Revenue Fund,” “Delinquency and Prepayment Reserve Account of the Reserve Fund,” “APPENDIX B — Form of Indenture” and “APPENDIX C — Form of Service and Assessment Plan.”

The PID Act provides that the Major Improvement Special Assessments (including any reassessment, with interest, the expense of collection and reasonable attorney’s fees, if incurred) are a first and prior lien (the “Assessment Lien”) against the property assessed, superior to all other liens or claims, except liens and claims for the State of Texas (the “State”), county, school district, municipality, or other political subdivisions of the State for ad valorem taxes and are a personal liability of and charge against the owners of property, regardless of whether the owners are named. Pursuant to the PID Act, the Assessment Lien is effective from the date of the Assessment Ordinance until the Major Improvement Special Assessments are paid (or otherwise discharged), and is enforceable by the City Council in the same manner that an ad valorem property tax levied against real property may be enforced by the City Council. See “ASSESSMENT PROCEDURES” herein.

Collection and Deposit of Major Improvement Special Assessment Revenues

The Major Improvement Assessment Revenues (excluding that portion collected for the payment of Administrative Expenses and Delinquent Collection Costs) shown on the Assessment Roll, together with the interest thereon, shall be deposited to the Pledged Revenue Fund for the payment of the principal of and interest on the Bonds as and to the extent provided in the Service and Assessment Plan and the Indenture.

The Major Improvement Special Assessments, together with interest thereon, are payable in Annual Installments established by the Assessment Ordinance and the Service and Assessment Plan to correspond, as nearly as practicable, to the debt service requirements for the Bonds (excluding the portion of the Assessments levied for Administrative Expenses and the Additional Interest (defined herein)). An Annual Installment of a Major Improvement Special Assessment has been made payable in the Assessment Ordinance in each City fiscal year preceding the date of final maturity of the Bonds which, if collected, will be sufficient to first pay debt service requirements attributable to Major Improvement Special Assessments in the Service and Assessment Plan. Each Annual Installment is payable as provided in the Service and Assessment Plan and the Assessment Ordinance.

A record of the Major Improvement Special Assessments on each parcel, tract, or lot which are to be collected in each year during the term of the Bonds is shown on the Assessment Roll. Sums received from the collection of the Major Improvement Special Assessments to pay the debt service requirements (including delinquent installments, Foreclosure Proceeds and penalties and interest thereon) shall be deposited into the Pledged Revenue Fund, except that (1) amounts received as Prepayments shall be deposited into the Pledged Revenue Fund 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 Reserve Account in each case, as set forth in the Indenture. The Trustee shall deposit Foreclosure Proceeds in the Pledged Revenue Fund and as soon as practical after such deposit shall transfer the Foreclosure Proceeds first to the Reserve Fund to restore any transfers from the Reserve Fund made with respect to the Assessed Parcel or Assessed Property to which the Foreclosure Proceeds relate, and second to the Redemption Fund.

Sums received from the collection of the Major Improvement Special Assessments to pay Administrative Expenses and any Delinquent Collection Costs shall be deposited directly to the District Administrative Account of the Administration Fund and shall not constitute Pledged Revenues.

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Unconditional Levy of Assessments

The City will impose Major Improvement Special Assessments on the property within the Eastern Improvement Area and the Western Improvement Area of the District to pay the principal of and interest on the Bonds scheduled for payment from Pledged Revenues as described in the Indenture and in the Service and Assessment Plan and coming due during each Fiscal Year. The Major Improvement Special Assessments shall be effective on the date of, and strictly in accordance with the terms of, the Assessment Ordinance. Each Major Improvement Special Assessment may be paid immediately in full or in periodic Annual Installments over a period of time equal to the term of the Bonds, which installments shall include interest on the Major Improvement Special Assessments. Pursuant to the Assessment Ordinance, interest on the Major Improvement Special Assessments will be calculated at the rate of interest on the Bonds plus 0.50%, calculated on the basis of a 360-day year of twelve 30- day months. Such rate may be adjusted as described in the Service and Assessment Plan. Each Annual Installment, including the interest on the unpaid amount of a Major Improvement Special Assessment, shall be calculated on or before September 1 and shall be due on October 1 of each year. Each Annual Installment together with interest thereon shall be delinquent if not paid prior to February 1 of the following year. The initial Annual Installments will be due when billed, and will be delinquent if not paid prior to February 1, 2018. The City anticipates that it will contract with the Tarrant County Tax Assessor-Collector for the billing and collection of the Major Improvement Special Assessments.

As authorized by Section 372.018(b) of the PID Act, the City will calculate and collect each year while the Bonds are Outstanding and unpaid, commencing October 1, 2017, a portion of the Major Improvement Special Assessment to pay the annual costs incurred by the City in the administration and operation of the District. The portion of each Annual Installment of a Major Improvement Special Assessment used to pay such annual administrative costs shall remain in effect from year to year until all Bonds are finally paid or until the City adjusts the amount of the levy after an annual review in any year pursuant to Section 372.013 of the PID Act. The portion of the Major Improvement Special Assessments to pay Administrative Expenses shall be due in the manner set forth in the Assessment Ordinance on October 1 of each year and shall be delinquent if not paid by February 1 of the following year. Such portion of the Major Improvement Special Assessments to pay expenses do not secure repayment of the Bonds.

There will be no discount for the early payment of Major Improvement Special Assessments.

Major Improvement Special Assessments, together with interest, penalties, and expense of collection and reasonable attorneys’ fees, as permitted by the Texas Tax Code, shall be a first and prior lien against the property assessed, superior to all other liens and claims, except liens or claims for State, county, school district or municipality ad valorem taxes and shall be a personal liability of and charge against the owner of the property regardless of whether the owners are named. The lien for Major Improvement Special Assessments and penalties and interest begins on the effective date of the Assessment Ordinance and continues until the Major Improvement Special Assessments are paid or until all Bonds are finally paid.

Failure to pay an Annual Installment when due shall not accelerate the payment of the remaining Annual Installments of the Major Improvement Special Assessments and such remaining Annual Installments (including interest) shall continue to be due and payable at the same time and in the same amount and manner as if such default had not occurred.

Perfected Security Interest

Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the Pledged Revenues and such pledge is valid, effective, and perfected. The City will covenant in the Indenture that should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of such revenues is subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in such pledge, the City will take such measures as it determines are reasonable and necessary to enable a filing of a security interest in said pledge to occur. See “APPENDIX B — Form of Indenture.”

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Pledged Revenue Fund

The City has created under the Indenture a Pledged Revenue Fund to be held by the Trustee. On or before February 1st of each year while the Bonds are outstanding, and beginning in the year 2018, the City shall deposit or cause to be deposited the Pledged Revenues (excluding, for the avoidance of doubt (i) that portion of the Annual Installments collected for the payment of Administrative Expenses and (ii) Delinquent Collection Costs) into the Pledged Revenue Fund. Specifically, the City shall deposit or cause to be deposited Pledged Revenues as follows: (i) first, to the Principal and Interest Account of the Bond Fund amounts sufficient to pay debt service on the Bonds next coming due; (ii) second, to the Bond Reserve Account of the Reserve Fund in an amount necessary to cause the amount on deposit therein to equal the Bond Reserve Account Requirement; (iii) third, to pay other costs of the Major Improvements; and (iv) fourth, to pay any other costs permitted by the PID Act. Notwithstanding the foregoing, following the initial deposit to the Pledged Revenue Fund, the Additional Interest Component of the Annual Installments will be deposited into the Delinquency and Prepayment Reserve Account, Administrative Fund, or the Redemption Fund, as applicable. Notwithstanding the foregoing, if any funds remain on deposit in the Pledged Revenue Fund after the transfers required by clauses (i) and (ii) above are made, the City shall have the option, in its sole and absolute discretion, to transfer such excess funds into the Redemption Fund to redeem Bonds as provided in the Indenture.

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 Date, the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account and any expected transfers from the Capitalized Interest Account to the Principal and Interest Account, such that the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds on the next Interest Payment Date.

If, after the foregoing transfers and any transfer from the Reserve Fund (as described under “Reserve Fund” below), there are insufficient funds to make the payments provided in the preceding paragraph, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds.

Notwithstanding the deposits described in (i) first through (iv) fourth above:

(i) the Trustee shall transfer Prepayments to the Redemption Fund as soon as practical after deposit of such amounts into the Pledged Revenue Fund.

(ii) the Trustee shall deposit Additional Interest to the Pledged Revenue Fund and shall transfer such Additional Interest to the Delinquency and Prepayment Reserve Account or as otherwise directed in the Indenture; and

(iii) the Trustee shall transfer Foreclosure Proceeds (which exclude Delinquent Collection Costs) first to the Reserve Fund to restore any transfers from the applicable account of the Reserve Fund made with respect to an Assessed Parcel to which the Foreclosure Proceeds relate, and second, to the Redemption Fund.

Bond Fund

On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and interest then due and payable on the Bonds, less any amount to be used to pay interest on the Bonds on such Interest Payment Date from the Capitalized Interest Account as provided in the Indenture.

Reserve Fund

Pursuant to the Indenture, a Bond Reserve Account will be created within the Reserve Fund for the benefit of the Bonds and held by the Trustee and will be funded with proceeds of the Bonds in the amount of the Reserve

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Account Requirement. Pursuant to the Indenture, the “Bond Reserve Account Requirement” for the Bonds shall be an amount equal to the least of (i) Maximum Annual Debt Service on the Bonds as of their date of issuance, (ii) 125% of average Annual Debt Service on the Bonds as of their date of issuance, and (iii) 10% of the proceeds of the Bonds; provided, however, that such amount shall be reduced by the amount of any transfers made in connection with a mandatory or extraordinary optional redemption. Also, as a result of an optional redemption of the Bonds, the Bond Reserve Account Requirement shall be reduced by a percentage equal to the pro rata amount of Bonds redeemed by such optional redemption divided by the total amount of the Outstanding Bonds prior to such redemption. As of the date of delivery of the Bonds, the Reserve Account Requirement equals $1,388,900, which is an amount equal to the Maximum Annual Debt Service on the Bonds as of the date of issuance. If there is any deficiency in the Bond Reserve Account, the Excess Delinquency and Prepayment Reserve Amount (defined below), will be deposited into the Bond Reserve Account until the amount in the Bond Reserve Account is funded to the Bond Reserve Account Requirement.

If, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall, transfer any available funds on deposit first from the 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 cure such deficiency.

If, after a Reserve Fund withdrawal, the amount on deposit in the Bond Reserve Account is less than the Bond Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Bond Reserve Account the amount of such deficiency, in accordance with the Indenture, but only to the extent that such amount is not required for the timely payment of principal, interest, or Sinking Fund Installments.

Delinquency and Prepayment Reserve Account of the Reserve Fund

Pursuant to the Indenture, a Delinquency and Prepayment Reserve Account will be created within the Reserve Fund and held by the Trustee for the benefit of the Bonds. The Trustee will transfer the Additional Interest (as defined below) from the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account on March 1 of each year, commencing March 1, 2018 until the amount on deposit in the Delinquency and Prepayment Reserve Account is equal to the Delinquency and Prepayment Reserve Requirement; provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing the Additional Interest Component (as defined below) into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has accumulated in the Delinquency and Prepayment Reserve Account. The Delinquency and Prepayment Reserve Requirement is an amount equal to 5.5% of the principal amount of the Outstanding Bonds. The Additional Interest is the one-half of one percent interest above the interest rate borne by the Bonds, authorized by Section 372.018(a) of the PID Act. Whenever, on any Interest Payment Date, or on any other date at the written request of the City Representative, the amounts on deposit in the Delinquency and Prepayment Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess (the “Excess Delinquency and Prepayment Reserve Amount”). The Excess Delinquency and Prepayment Reserve Amount shall be transferred first to fund any deficiency in the Bond Reserve Account. If no deficiency in the Bond Reserve Account exists, the Excess Delinquency and Reserve Amount shall be transferred, at the direction of the City pursuant to a City Order, to the Administrative Fund for the payment of Administrative Expenses or to the Redemption Fund to redeem bonds pursuant to extraordinary optional redemption. In the event that the Trustee does not receive a City Order directing the transfer of the Excess Delinquency and Prepayment Reserve Amount to the Administrative Fund within 45 days of providing notice to the City of such Excess Delinquency and Prepayment Reserve Amount, the Trustee shall transfer the Excess Delinquency and Prepayment Reserve Amount to the Redemption Fund to redeem Bonds pursuant to the Indenture. See “APPENDIX B — Form of Indenture” and “APPENDIX C — Form of Service and Assessment Plan.”

Moneys deposited in the Delinquency and Prepayment Reserve Account will be used and withdrawn by the Trustee for the purpose of making transfers to the Bond Fund, pursuant to, and at the times specified in, the Indenture to pay a portion of the accrued interest on Bonds being redeemed pursuant to an extraordinary optional redemption for Prepayments. The amount to be transferred shall be an amount, for each Prepayment, equal to the amount of any shortfall, after transfers from the Bond Reserve Account of the Reserve Fund as described above and

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application of investment earnings on the Prepayment toward payment of accrued interest, in funds necessary to pay the principal amount plus accrued interest on such Bonds to be redeemed as a result of the Prepayment.

If, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall transfer funds first from the Delinquency and Prepayment Reserve Account to the Bond Fund and second from the Bond Reserve Account of the Reserve Fund the amounts necessary to cure such deficiency.

Administrative Fund

The City has created under the Indenture an Administrative Fund held by the Trustee. Upon receipt, the City shall transfer to the Trustee, for deposit to the District Administration Account of the Administrative Fund, the portion of the Special Assessments and Annual Installments allocated to the payment of Administrative Expenses and Delinquent Collection Costs as set forth in the Service and Assessment Plan. Monies in the District Administration Account of the Administrative Fund may be used as directed by City Order for the purposes set forth in the Service and Assessment Plan, including payment of the Administrative Expenses and Delinquent Collection Costs.

THE ADMINISTRATIVE FUND SHALL NOT BE PART OF THE TRUST ESTATE AND SHALL NOT BE SECURITY FOR THE BONDS.

Moneys in the Developer Property Tax Account of the Administrative Fund shall be held by the Trustee separate and apart from the other Funds created and administered hereunder and shall be released to the Developer as directed by City Order; provided, however, that the Trustee shall transfer to the Developer any amounts remaining in the Developer Property Tax Account of the Administrative Fund after the last Outstanding Bond is discharged regardless of whether a City Order directing such action is received. THE DEVELOPER PROPERTY TAX ACCOUNT SHALL NOT BE PART OF THE TRUST ESTATE AND SHALL NOT BE SECURITY FOR THE BONDS.

Project Fund

The Project Fund under the Indenture contains the Major Improvement Account, the University Property Improvement Account and the Costs of Issuance Account. Money on deposit in the Major Improvement Account of the Project Fund shall be used for the payment of the Costs of the Major Improvements. Money on deposit in the University Property Improvement Account of the Project Fund shall be used solely for the purposes of paying the costs of University Improvements associated with the University Property (as each term is defined in the Service and Assessment Plan).

Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of issuance of the Bonds pursuant to one or more City Certificates (as defined in the Indenture). Disbursements from all other accounts of the Project Fund to pay Major Improvement Costs or the costs of any University Improvements shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certificate for Payment (as defined in the Indenture). The disbursement of funds from the Project Fund pursuant to a Certificate for Payment shall be pursuant to and in accordance with the disbursement procedures described in the PID Reimbursement Agreement. Such provisions and procedures related to such disbursement contained in the PID Reimbursement Agreement, and no other provisions of the PID Reimbursement Agreement, are herein incorporated by reference and deemed set forth herein in full.

The University Property Improvement Account shall not be part of the Trust Estate and shall not be security for the Bonds. AMOUNTS IN THE UNIVERSITY PROPERTY IMPROVEMENT ACCOUNT SHALL NOT BE USED TO PAY THE PRINCIPAL OF OR INTEREST ON THE BONDS.

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Defeasance

All Outstanding Bonds shall prior to the Stated Maturity or redemption date thereof be deemed to have been paid and to no longer be deemed Outstanding if (i) in case any such Bonds are to be redeemed on any date prior to their Stated Maturity, the Trustee shall have given notice of redemption on said date as provided in the Indenture, (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Defeasance Securities the principal of and the interest on which when due will provide moneys which, together with any moneys deposited with the Trustee at the same time, shall be sufficient to pay when due the principal of and interest on of the Bonds to become due on such Bonds on and prior to the redemption date or maturity date thereof, as the case may be, (iii) the Trustee shall have received a report by an independent certified public accountant selected by the City verifying the sufficiency of the moneys or Defeasance Securities deposited with the Trustee to pay when due the principal of and interest on of the Bonds to become due on such Bonds on and prior to the redemption date or maturity date thereof, as the case may be, and (iv) if the Bonds are then rated, the Trustee shall have received written confirmation from each rating agency then rating the Bonds that such deposit will not result in the reduction or withdrawal of the rating on the Bonds. Neither Defeasance Securities nor moneys so deposited with the Trustee nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities.

“Defeasance Securities” means Investment Securities then authorized by applicable law for the investment of funds to defease public securities. “Investment Securities” means those authorized investments described in the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; and provided further investments and are, at the time made, included in and authorized by the City’s official investment policy as approved by the City Council from time to time. Under current State law, Investment Securities that are authorized for the investment of funds to defease public securities are (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America; (b) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality, and that, on the date the governing body of the City adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than “AAA” or its equivalent; and (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the City adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than “AAA” or its equivalent.

There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Bonds. Because the Indenture does not contractually limit such investments, Owners may be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under State law. There is no assurance that the ratings for U.S. Treasury securities used as Defeasance Securities or that for any other Defeasance Security will be maintained at any particular rating category.

Events of Default

Each of the following occurrences or events constitutes an “Event of Default” under the Indenture:

(i) the failure of the City to deposit the Pledged Revenues to the Bond Pledged Revenue Account of the Pledged Revenue Fund;

(ii) the failure of the City to enforce the collection of the Major Improvement Special Assessments including the prosecution of foreclosure proceedings;

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(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

(iv) default in the performance or observance of any covenant, agreement or obligation of the City under the Indenture and the continuation thereof for a period of 90 days after written notice to the City by the Trustee, or by the Owners of at least 25% of the aggregate outstanding principal of the Bonds with a copy to the Trustee, specifying such default by the Owners of at least 25% of the Bonds at the time Outstanding requesting that the failure be remedied.

Remedies in Event of Default

Upon the happening and continuance of any Event of Default, the Owners of not less than 25% in aggregate outstanding principal amount of the Bonds then Outstanding may proceed against the City for the purpose of protecting and enforcing the rights of the Owners under the Indenture by action seeking mandamus or by other suit, action, or special proceeding in equity or at law in any court of competent jurisdiction for any relief to the extent permitted by Applicable Laws including, but not limited to, the specific performance of any covenant or agreement contained in the Indenture, or injunction; provided, however, that no action for money damages against the City may be sought or will be permitted.

THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES.

If the assets of the Trust Estate are sufficient to pay all amounts due with respect to all Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds due in an Event of Default, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Order, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail to deliver to the Trustee such City Order, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following paragraph, and shall not be liable to any Owner, or other Person, or the City by reason of such selection, liquidation or sale.

Whenever moneys are to be applied pursuant to an Event of Default, irrespective of and whether other remedies authorized under the Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may deem appropriate and as may be required by law and apply the proceeds thereof in accordance with the provisions of the Indenture. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City and all other Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the judgment of the Trustee, proper for the purpose which may be designated in such request.

Restriction on Owner’s Actions

No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of the Indenture or for the execution of any trust thereof or any other remedy thereunder, unless (i) a default has occurred and is continuing of which the Trustee has been notified in writing or of which it is deemed to have notice, (ii) such default has become an Event of Default and the Owners of 25% of the aggregate principal amount of the Bonds then Outstanding have made written request to the Trustee and offered it reasonable opportunity either to proceed to exercise the powers granted or to institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee indemnity as provided in the Indenture, (iv) the Trustee has for 90 days after such notice failed or refused to exercise the powers granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent with such written request has been given to the Trustee during such 90-day period by the owners of a majority of the aggregate principal amount of the Bonds then

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Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice the Indenture by its, his or their action or to enforce any right thereunder except in the manner provided in the Indenture, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided in the Indenture and for the equal benefit of the registered owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity shall, at the option of the Trustee, be conditions precedent to the execution of the powers and trusts of the Indenture and to any action or cause of action for the enforcement of the Indenture or for any other remedy thereunder.

Subject to provisions of the Indenture with respect to certain liabilities of the City, nothing in the Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond issued thereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed therein and in the Bonds.

In case the Trustee or any Owners shall have proceeded to enforce any right under the Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owners, then and in every such case the City, the Trustee and the Owners shall be restored to their former positions and rights thereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

Application of Revenues and Other Moneys After Event of Default

All moneys, securities, funds and Pledged Revenues and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of the Indenture with respect to Events of Default shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including Trustee’s counsel), liabilities, and advances incurred or made by the Trustee and the fees of the Trustee in carrying out the Indenture, be applied by the Trustee, on behalf of the City, to the payment of interest and principal or redemption price then due on Bonds, as follows:

(i) FIRST: To the payment to the registered owners entitled thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the registered owners entitled thereto, without any discrimination or preference; and

(ii) SECOND: To the payment to the registered owners entitled thereto of the unpaid principal of Outstanding Bonds, or redemption price of any Bonds which shall have become due, whether at maturity or by call for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal due and to the registered owners entitled thereto, without any discrimination or preference.

In the event funds are not adequate to cure an Event of Default, the available funds will be allocated to the Bonds that are Outstanding in proportion to the quantity of Bonds that are currently due and in default under the terms of the Indenture.

Within ten days of receipt of such good and available funds, the Trustee may fix a record and payment date for any payment to be made to Owners.

The restoration of the City to its prior position after any and all defaults have been cured, as provided above, shall not extend to or affect any subsequent default under the Indenture or impair any right consequent thereon.

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Investment or Deposit of Funds

Money in any fund or account established pursuant to the Indenture (other than the Reserve Account) will be invested by the Trustee as directed by the City pursuant to a City Order filed with the Trustee at least two (2) days in advance of the making of such investment in time deposits or certificates of deposit secured in the manner required by law for public funds, or be invested in such other investments as are permitted under the Public Funds Investment Act, Chapter 2256, Government Code, as amended (the “PFIA”) or any successor law, as in effect from time to time; provided that all such deposits and investments shall be made in such manner (which may include repurchase agreements for such investment with any primary dealer of such agreements) that the money required to be expended from any fund will be available at the proper time or times as set forth in the Indenture.

Obligations purchased as an investment of moneys in any fund or account established pursuant to the Indenture shall be deemed to be part of such fund or account, subject, however, to the requirements of the Indenture for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. Whenever in the Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of permitted investments under the Indenture.

Against Encumbrances

Other than bonds issued to refund all or a portion of the Bonds, the City will covenant in the Indenture not to create and, to the extent Pledged Revenues are received, not suffer to remain, any lien, encumbrance or charge upon the Pledged Revenues, other than that specified in the Indenture, or upon any other property pledged under the Indenture, except the pledge created for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds.

So long as Bonds are Outstanding under the Indenture, the City will not issue any bonds, notes or other evidences of indebtedness other than the Bonds and bonds issued to refund all or a portion of the Bonds secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds.

Additional Obligations

The City expects to issue Additional Obligations to finance the cost of Roadway Improvements within the Western Improvement Area of the District as the development of the District proceeds. All of the Roadway Improvements will be located in the Western Improvement Area and no Roadway Improvements will be located in the Eastern Improvement Area. Such Additional Obligations will be secured by separate special assessments levied pursuant to the PID Act on assessable property within the Western Improvement Area of the District only. The City and the Developer anticipate that Additional Obligations will be issued within the next year. No Additional Obligations will be issued with respect to the Eastern Improvement Area.

Although the Additional Obligations will not be secured by the Trust Estate securing the Bonds, the City reserves the right to issue Additional Obligations for any purpose permitted by the Act, including those described above, and in accordance with the conditions set forth below:

1. There are no delinquent Major Improvement Special Assessments at the time the Additional Obligations are to be issued;

2. The City and the Developer are each in full compliance with their respective continuing disclosure agreements entered into in connection with the Bonds pursuant to Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934;

3. Either (a) the Major Improvements have been completed, or (b) the Project Engineer (as defined in the Service and Assessment Plan) shall have certified in writing to the City prior to the levy of assessments for the Additional Obligations that there are sufficient funds in the form of cash available to complete the Major Improvements; and

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4. The City will have determined that there are sufficient funds in the form of cash on hand to fund the construction of all of the planned roadway improvements (other than the Future Roadway Improvements to be financed by the Additional Obligations) as contemplated by the Memorandum of Understanding.

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SOURCES AND USES OF FUNDS

The table that follows summarizes the expected sources and uses of proceeds of the Bonds and additional funds received from the Developer:

Sources of Funds: Principal Amount $ Net Premium $ Developer Contribution for University Property $ Developer Contribution for Developer Property Tax Account of the $ Administrative Fund TOTAL SOURCES $

Use of Funds: Deposit to Major Improvement Account $ Deposit to University Property Improvement Account $ Deposit to Capitalized Interest Account of Bond Fund(a) $ Deposit to Reserve Account of the Reserve Fund $ Deposit to District Administrative Account of the Administrative Fund $ Deposit to Developer Property Tax Account of the Administrative Fund $ Costs of Issuance $ Underwriter Discount $

TOTAL USES $

(a) The Bonds will include capitalized interest through September 1, 2020.

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DEBT SERVICE REQUIREMENTS

The following table sets forth the anticipated debt service requirements for the Bonds:

Year Ending (September 1) Principal Interest Total 2018 - 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 Totals

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OVERLAPPING TAXES AND DEBT

As noted above, Major Improvement Area of the District includes territory located in other governmental entities that may issue or incur debt secured by the levy and collection of ad valorem taxes or assessments. Set forth below is an overlapping debt table showing the outstanding indebtedness payable from ad valorem taxes with respect to property within Major Improvement Area of the District, as of August 1, 2017 and City debt to be secured by the Special Assessments:

In addition to the Major Improvement Special Assessments described above, the Developer anticipates that each residential lot owner in the District will pay a maintenance and operation fee and/or a property owner’s association fee to a homeowner’s association (the “HOA”), one or more of which are expected to be formed by the Developer after delivery of the Bonds. In addition to the City, and as described in the following tables the following taxing entities may each levy ad valorem taxes upon land in the District for payment of debt incurred by such governmental entities and/or for payment of maintenance and operations expenses. The City has no control over the level of ad valorem taxes or special assessments levied by such other taxing authorities. The following table reflects the overlapping ad valorem tax rates currently levied on property located in the District. The District is located entirely within Tarrant County.

OVERLAPPING JURISDICTIONS TAX RATES

At Delivery Projected at of Bonds Build Out Tax Year 2016 Tax Year 2016 Ad Valorem Ad Valorem Taxing Entity Tax Rate(1) Tax Rate(1) City of Fort Worth $ 0.8350 $ 0.8350 Tarrant County 0.2540 0.2540 Tarrant County College District 0.1447 0.1447 Tarrant County Hospital District 0.2279 0.2279 Crowley Independent School District 1.6500 1.6500 Total Tax Rate $ 3.1116 $ 3.1116

Average Annual Installment for Major Improvements(2) of the District as a tax rate equivalent per $100 in value $ 2.9890 (3) $ 0.0603 (4)

Total Tax Rate and Average Annual Installment for Major Improvements of of the District as tax rate equivalent per $100 in value $ 6.1006 $ 3.1720

(1) As reported by the Appraisal District. Per $100 taxable appraised value. Tax Year 2017 ad valorem tax rates will be available by September 2017. (2) Derived from information presented in Section IV, Appendix A-1 and Appendix A-2 of the Service and Assessment Plan. Includes Special Assessments initially levied for payment of the Bonds, but does NOT include any future assessments expected to be levied on the Western improvement Area for Roadway Improvements. (3) Based on $51,500,000 "As Complete" value as calculated in the Appraisal. (4) Based on $2,551,158,000 Build Out Value as calculated in Section IV of the Service and Assessment Plan. Sources: Tarrant Appraisal District, the Appriasal and the Service and Assessment Plan.

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OVERLAPPING DEBT TABLE

Gross Direct and Outstanding Estimated Estimated Taxing or Debt Percentage Overlapping Assessing Entity 8/1/2017 Applicable(1) Debt(1) The City (Special Assessments - The Series 2017 Bonds) $ 13,995,000 100.00% $ 13,995,000 The City (Ad Valorem Taxes) 725,685,000 0.10% 694,329 Tarrant County 318,245,000 0.03% 104,395 Tarrant County College District - 0.03% - Tarrant County Hospital District 20,835,000 0.03% 6,828 Crowley Independent School District 310,523,964 0.96% 2,966,620 $ 1,389,283,964 $ 17,767,173

(1) Based on the Appraisal "As Complete" value for the District and on the Tax Year 2016 Net Taxable Assessed Valuation for the taxing entities. Source: Municipal Advisory Council of Texas, the Appraisal District and the Appraisal.

Estimated Average Annual Assessment in Western Improvement Area of the District as tax rate equivalent per $100 in value(1) $0.0603

Estimated Average Annual Assessment in Eastern Improvement Area of the District as tax rate equivalent per $100 in value(2) $0.0603

Estimated Total Tax Rate and Average Annual Assessment in District per $100 $0.0603 in value

(1) Derived from information presented in the Service and Assessment Plan. Does not include any future assessments levied for Roadway Improvements in the Western Improvement Area (2) Derived from information presented in the Service and Assessment Plan Source: Tarrant Central Appraisal District

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If land is devoted principally to agricultural use, the developer can apply for an agricultural valuation on the property and pay ad valorem taxes based on the land’s agricultural value. All of the property in the District is currently subject to an agricultural value. Agricultural use includes production of crops or livestock. It also can include leaving the land idle for a government program or for normal crop or livestock rotation. A portion of the property in the District is currently being leased to two unaffiliated third parties for agricultural purposes only. The aforesaid agricultural lease will be terminated as to the property within the District at or prior to commencement of development by Developer of the Development, and will be terminated as to any subsequent phase development property at or prior to commencement of such subsequent phase development.

If land qualified for an agricultural valuation and the land use changes to a non-agricultural use, “rollback taxes” are assessed for each of the previous five years in which the land received the lower agricultural valuation. The rollback tax is the difference between taxes paid on land’s agricultural value and the taxes that the land owner would have paid if the land had been taxed on a higher market value plus interest charged for each year from the date on which taxes would have been due.

If the land use changes to a non-agricultural use on only a portion of a larger tract, the land owner can fence off the remaining land and maintain the agricultural valuation on the remaining land. In this scenario, the land owner would only be responsible for rollback taxes on that portion of the land where use changed and not the entire tract. It is expected that rollback taxes will be paid by the Landowners or purchasers from the Landowners during development of the District.

ASSESSMENT PROCEDURES

General

As required by the PID Act, when the City determines to defray a portion of the costs of the Major Improvements through Major Improvement Special Assessments, it must adopt a resolution generally describing the Major Improvements allocable to the District and the land within the District to be subject to Major Improvement Special Assessments to pay the costs therefor. The City has caused an assessment roll to be prepared for each of the Western Improvement Area and Eastern Improvement Area (such assessment rolls are referred to collectively herein as the “Assessment Roll”), which Assessment Roll will show the land within the Eastern Improvement Area and the Western Improvement Area of the District to be assessed, the amount of the benefit to and the Major Improvement Special Assessment against each lot or parcel of land and the number of Annual Installments in which the Major Improvement Special Assessment is divided. Statutory notice was given to the owners of the property to be assessed and a public hearing was conducted to hear testimony from affected property owners as to the propriety and advisability of undertaking the Major Improvements and funding the same with Major Improvement Special Assessments. The City expects to proceed to levy the Major Improvement Special Assessments and adopt the Assessment Ordinance immediately prior to adopting the Bond Ordinance. After such adoption, the Major Improvement Special Assessments will become legal, valid and binding liens upon the property against which the Major Improvement Special Assessments are made. The Assessment Roll will be filed with the City Secretary and made available for public inspection.

Under the PID Act, the costs of Major Improvements may be assessed by the City against the assessable property in Eastern Improvement Area and Western Improvement Area of the District so long as the special benefit conferred upon the Assessed Property by the Major Improvements equals or exceeds the Major Improvement Special Assessments. The costs of the Major Improvements may be assessed using any methodology that results in the imposition of equal shares of cost on Assessed Property similarly benefited. The allocation of benefits and assessments to the benefitted land within Eastern Improvement Area and Western 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.”

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Assessment Methodology

The Service and Assessment Plan describes the special benefit to be received by each parcel of assessable property as a result of the Major Improvements, provides the basis and justification for the determination that such special benefit exceeds the Major Improvement Special Assessments being levied, and establishes the methodology by which the City allocates the special benefit of the Major Improvements to parcels in a manner that results in equal shares of costs being apportioned to parcels similarly benefited. As described in the Service and Assessment Plan, a portion of the costs of the Major Improvements are being funded with proceeds of the Bonds, which are payable from and secured by Pledged Revenues.

Assessment Methodology. As set forth in the Service and Assessment Plan, the City Council has determined that the Actual Costs (as defined in the Service and Assessment Plan) associated with the Major Improvements will be allocated to the Assessed Property by spreading the entire Major Improvement Special Assessment across all the Assessed Property within the Eastern Improvement Area and Western Improvement Area 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 Eastern Improvement Area and Western Improvement Area to the total build out value for all Land Uses. There is no assurance that the estimated build out value of each Land Use will be achieved.

The following tables from the Service and Assessment Plan summarize the assessment methodology for the Major Improvements in the Eastern Improvement Area and for the Major Improvements and future assessments for Roadway Improvements in the Western Improvement Area, assuming the planned issuance of assessment revenue bonds. The following tables also summarize (i) the Assessment for each Land Use, (ii) the Annual Installment for each Land Use, and (iii) the annual installment as an equivalent tax rate for each Land Use based on the estimated build out value, as well as (i), (ii) and (iii) for property in the Western Improvement Area after the planned issuance of assessment revenue bonds for the Roadway Improvements.

The City has determined the method of allocation for the costs of the Major Improvement Projects will result in the imposition of equal shares of the Major Improvements Special Assessments on parcels similarly situated within the District. The Major Improvements Special Assessments and interest thereon are expected to be paid in Annual Installments as described above. The determination by the City of the assessment methodology set forth in the Service and Assessment Plan is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Developer, all other current owners of property within the District and all future owners and developers within the District. See “APPENDIX C — Form of Service and Assessment Plan.”

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The following tables provide the initial allocation of Special Assessments for the Western Improvement Area and the Eastern Improvement Area, including the estimated assessment for the future Roadway Improvements.

Table IV-D Western Improvement Area Major Improvements Special Assessment Allocation

Average Estimated Estimated Equivalent Equivalent Equivalent Tax Raw Land Improved Estimated Special Average Tax Rate (per Tax Rate (per Rate (per Net Value per Land Build Out Estimated % Allocation of Average Assessment Annual $100/AV) - $100/AV) - $100/AV) - Developable Developable Value per Value per Estimated Raw Improved Land Estimated Build Total Special Total Special Annual Per Unit/SF Installment Raw Land Improved Build Out Land Use Units/SF Acres Acre Unit Unit Land Value Value Out Value Assessment Assessment Installlment (a) Per Unit/SF Value Land Value Value (b) SF Residential 2,079 502 $ 23,685 $ 65,000 $ 300,000 $ 11,899,581 135,135,000 $ 623,700,000 52.0% $ 3,423,327 $ 378,312 $ 1,646.62 $ 181.97 $ 3.18 $ 0.28 $ 0.06 Multifamily 2,520 117 23,685 8,000 127,100 2,764,283 20,160,000 320,292,000 26.7% 1,757,999 194,276 697.62 77.09 7.03 0.96 0.06 Commercial 1,274,130 130 23,685 8.00 200.00 3,080,201 10,193,040 254,826,000 21.3% 1,398,674 154,567 1.10 0.12 5.02 1.52 0.06 Total 749 $ 17,744,065 $ 165,488,040 $ 1,198,818,000 100.0% $ 6,580,000 $ 727,155 $ 4.10 $ 0.44 $ 0.06

Table IV-E Western Improvement Area Major Improvements & Roadway Improvements Special Assessment Allocation

Average Estimated Estimated Equivalent Equivalent Equivalent Tax Raw Land Improved Estimated Special Average Tax Rate (per Tax Rate (per Rate (per Net Value per Land Build Out Estimated % Allocation of Average Assessment Annual $100/AV) - $100/AV) - $100/AV) - Developable Developable Value per Value per Estimated Raw Improved Land Estimated Build Total Special Total Special Annual Per Unit/SF Installment Raw Land Improved Build Out Land Use Units/SF Acres Acre Unit Unit Land Value Value Out Value Assessment Assessment Installlment (a) Per Unit/SF Value Land Value Value (b) SF Residential 2,079 502 $ 23,685 $ 65,000 $ 300,000 $ 11,899,581 $ 135,135,000 $ 623,700,000 52.0% $ 5,663,057 $ 594,080 $ 2,723.93 $ 285.75 $ 4.99 $ 0.44 $ 0.10 Multifamily 2,520 117 23,685 8,000 127,100 2,764,283 20,160,000 320,292,000 26.7% 2,908,180 305,081 1,154.04 121.06 11.04 1.51 0.10 Commercial 1,274,130 130 23,685 8.00 200.00 3,080,201 10,193,040 254,826,000 21.3% 2,313,763 242,724 1.82 0.19 7.88 2.38 0.10 Total 749 $ 17,744,065 $ 165,488,040 $ 1,198,818,000 100.0% $ 10,885,000 $ 1,141,886 $ 6.44 $ 0.69 $ 0.10

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Table IV-F Western Improvement Area Major Improvements Estimated Value to Special Assessment Ratios

Estimated Estimated Raw Land Improved Estimated Special Average Improved Build Out Net Value per Land Build Out Estimated % Allocation of Average Assessment Annual Raw Land to Land to Value to Developable Developable Value per Value per Estimated Raw Improved Land Estimated Build Total Special Total Special Annual Per Unit/SF Installment Assessment Assessment Assessment Land Use Units/SF Acres Acre Unit Unit Land Value Value Out Value Assessment Assessment Installlment (a) Per Unit/SF Leverage Leverage Leverage SF Residential 2,079 502 $ 23,685 $ 65,000 $ 300,000 $ 11,899,581 $ 135,135,000 $ 623,700,000 52.0% $ 3,423,327 $ 378,312 $ 1,646.62 $ 181.97 3.48 39.47 182.19 Multifamily 2,520 117 23,685 $ 8,000 $ 127,100 2,764,283 20,160,000 320,292,000 26.7% 1,757,999 194,276 697.62 77.09 1.57 11.47 182.19 Commercial 1,274,130 130 23,685 $ 8.00 $ 200.00 3,080,201 10,193,040 254,826,000 21.3% 1,398,674 154,567 1.10 0.12 2.20 7.29 182.19 Total 749 $ 17,744,065 $ 165,501,040 $ 1,198,818,000 100.0% $ 6,580,000 $ 727,155 - - 2.70 25.15 182.19

Table IV-G Western Improvement Area Major Improvements & Roadway Improvements Estimated Value to Special Assessment Ratios

Estimated Estimated Raw Land Improved Estimated Special Average Improved Build Out Net Value per Land Build Out Estimated % Allocation of Average Assessment Annual Raw Land to Land to Value to Developable Developable Value per Value per Estimated Raw Improved Land Estimated Build Total Special Total Special Annual Per Unit/SF Installment Assessment Assessment Assessment Land Use Units/SF Acres Acre Unit Unit Land Value Value Out Value Assessment Assessment Installlment (a) Per Unit/SF Leverage Leverage Leverage SF Residential 2,079 502 $ 23,685 $ 65,000 $ 300,000 $ 11,899,581 $ 135,135,000 $ 623,700,000 52.0% $ 5,663,057 $ 594,080 $ 2,723.93 $ 285.75 2.10 23.86 110.13 Multifamily 2,520 117 23,685 8,000 127,100 2,764,283 20,160,000 320,292,000 26.7% 2,908,180 305,081 1,154.04 121.06 0.95 6.93 110.13 Commercial 1,274,130 130 23,685 8.00 200.00 3,080,201 10,193,040 254,826,000 21.3% 2,313,763 242,724 1.82 0.19 1.33 4.41 110.13 Total 749 $ 17,744,065 $ 165,501,040 $ 1,198,818,000 100.0% $ 10,885,000 $ 1,141,886 1.63 15.20 110.13

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Table IV-H Eastern Improvement Area Major Improvements Special Assessment Allocation

Average Estimated Estimated Equivalent Equivalent Equivalent Tax Raw Land Improved Estimated Special Average Tax Rate (per Tax Rate (per Rate (per Net Value per Land Build Out Estimated % Allocation of Average Assessment Annual $100/AV) - $100/AV) - $100/AV) - Developable Developable Value per Value per Estimated Raw Improved Land Estimated Build Total Special Total Special Annual Per Unit/SF Installment Raw Land Improved Build Out Land Use Units/SF Acres Acre Unit Unit Land Value Value Out Value Assessment Assessment Installlment (a) Per Unit/SF Value Land Value Value (b) SF Residential 2,838 587 $ 23,685 $ 65,000 $ 300,000 $ 13,907,933 184,483,000 $ 851,460,000 63.0% $ 4,668,423 $ 511,343 $ 1,644.85 $ 180.16 $ 3.68 $ 0.28 $ 0.06 Commercial 2,504,700 208 23,685 $ 8.00 $ 200.00 4,921,269 20,037,600 $ 500,940,000 37.0% $ 2,746,577 $ 300,839 $ 1.10 $ 0.12 $ 6.11 $ 1.50 $ 0.06 Total 795 $ 18,829,202 $ 204,520,600 $ 1,352,400,000 100.0% $ 7,415,000 $ 812,182 $ 4.31 $ 0.40 $ 0.06

Table IV-I Eastern Improvement Area Major Improvements Estimated Value to Assessment Ratios

Estimated Estimated Raw Land Improved Estimated Special Average Improved Build Out Net Value per Land Build Out Estimated % Allocation of Average Assessment Annual Raw Land to Land to Value to Developable Developable Value per Value per Estimated Raw Improved Land Estimated Build Total Special Total Special Annual Per Unit/SF Installment Assessment Assessment Assessment Land Use Units/SF Acres Acre Unit Unit Land Value Value Out Value Assessment Assessment Installlment (a) Per Unit/SF Leverage Leverage Leverage SF Residential 2,838 587 $ 23,685 $ 65,000 $ 300,000 $ 13,907,933 $ 184,483,000 $ 851,460,000 63.0% $ 4,668,423 $ 511,343 $ 1,644.85 $ 180.16 2.98 39.52 182.39 Commercial 2,504,700 208 23,685 8.00 200.00 4,921,269 20,037,600 500,940,000 37.0% 2,746,577 300,839 1.10 0.12 1.79 7.30 182.39 Total 795 $ 18,829,202 $ 204,520,600 $ 1,352,400,000 100.00% $ 7,415,000 $ 812,182 2.54 27.58 182.39

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Collection and Enforcement of Major Improvement Special Assessment Amounts

Under the PID Act, the Annual Installments may be collected in the same manner and at the same time as regular ad valorem taxes of the City. The Major Improvement Special Assessments may be enforced by the City in the same manner that an ad valorem tax lien against real property is enforced. Delinquent installments of the Major Improvement Special Assessments incur interest, penalties and attorney’s fees in the same manner as delinquent ad valorem taxes. Under the PID Act, the Assessment Lien is a first and prior lien against the property assessed, superior to all other liens and claims except liens or claims for State, county, school district or municipality ad valorem taxes. See “BONDHOLDERS’ RISKS — Assessment Limitations” herein.

The City will covenant in the Indenture to collect, or cause to be collected, Major Improvement Special Assessments as provided in the Assessment Ordinance. No less frequently than annually, City staff or a designee of the City shall prepare, and the City Council shall approve, an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include an updated Assessment Roll and a calculation of the Annual Installment for each Parcel. Administrative Expenses shall be allocated among all Parcels in proportion to the amount of the Annual Installments for the Parcels.

The City will covenant, agree and warrant in the Indenture that, for so long as any Bonds are Outstanding, that it will take and pursue all actions permissible under Applicable Laws to cause the Major Improvement Special Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and, to the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the Major Improvement Special Assessments.

To the extent permitted by law and available to the City, notice of the Annual Installments will be sent by, or on behalf of the City, to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City.

The City will determine or cause to be determined, no later than March 1 of each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Major Improvement Special Assessment or the corresponding Assessed Property.

The City will implement the basic timeline and procedures for Major Improvement Special Assessment collections and pursuit of delinquencies set forth in Exhibit C of the Continuing Disclosure Agreement of the Issuer set forth in APPENDIX E-1 and to comply therewith to the extent that the City reasonably determines that such compliance is the most appropriate timeline and procedures for enforcing the payment of delinquent Major Improvement Special Assessments.

The City shall not be required under any circumstances to expend any funds for delinquent collection costs in connection with its covenants and agreements under the Indenture or otherwise other than funds on deposit in the Administrative Fund.

Annual Installments will be paid to the City or its agent. Annual Installments are due on October 1 of each year, and become delinquent on February 1 of the following year. In the event Major Improvement Special Assessments are not timely paid, there are penalties and interest as set forth below:

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Date Payment Cumulative Cumulative Received Penalty Interest Total February 6% 1% 7% March 7% 2% 9% April 8% 3% 11% May 9% 4% 13% June 10% 5% 15% July 12% 6% 18%

After July, the penalty remains at 12%, and interest increases at the rate of 1% each month. In addition, if an account is delinquent in July, a 20% attorney’s collection fee may be added to the total penalty and interest charge. In general, property subject to lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. An automatic stay by creditors or other entities, including governmental units, could prevent governmental units from foreclosing on property and prevents liens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In most cases, post-petition Major Improvement Special Assessments are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court.

Major Improvement Special Assessment Amounts

Major Improvement Special Assessment Amounts. The maximum amounts of the Major Improvement Special Assessments have been established by the methodology described in the Service and Assessment Plan. The Assessment Roll sets forth for each year the Annual Installments for each Parcel consisting of (i) the annual portion allocable to the payment of principal and interest on the Bonds for each Parcel and the Additional Interest, and (ii) the component of the Annual Installment allocable to Administrative Expenses. The Annual Installments for Major Improvements may not exceed the amounts shown on the Assessment Roll as may be modified pursuant to the terms of the Service and Assessment Plan. The Major Improvement Special Assessments will be levied against the parcels comprising the Assessed Property as indicated on the Assessment Roll. See “APPENDIX C — Form of Service and Assessment Plan” and “APPENDIX G — Form of PID Reimbursement Agreement.”

The Annual Installments shown on the Assessment Roll will be reduced to equal the actual costs of repaying the Bonds, the Additional Interest and actual Administrative Expenses (as provided for in the definition of such term), taking into consideration any other available funds for these costs, such as interest income on account balances.

Method of Apportionment of Assessments. For purposes of the Service and Assessment Plan, the City Council has determined that the Major Improvement Special Assessments shall be initially allocated to the Eastern Improvement Area and Western Improvement Area Assessed Property based on the ratio of estimated buildout value of each Land Use to estimated buildout value of all Land Uses. See “APPENDIX C — Form of Service and Assessment Plan.” See “ASSESSMENT PROCEDURES.”

The Bonds are secured by a first lien on and pledge of Pledged Revenues, including the Major Improvement Special Assessments. See “SECURITY FOR THE BONDS” and “APPENDIX C — Form of Service and Assessment Plan.”

Prepayment of Special Assessments

Pursuant to the PID Act and the Indenture, the owner of any property assessed may voluntarily prepay (a “Prepayment”) all or part of any Major Improvement Special Assessment levied against any lot or parcel, together with accrued interest to the date of payment, at any time. Upon receipt of such Prepayment, such amounts will be applied towards the redemption or payment of the Bonds. Amounts received at the time of a Prepayment which represent a payment of principal, interest, or penalties on a delinquent installment of a Major Improvement Special Assessment are not to be considered a Prepayment, but rather are to be treated as payment of regularly scheduled Major Improvement Special Assessments.

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Priority of Lien

The Major Improvement Special Assessments or any reassessment, the expense of collection, and reasonable attorney’s fees, if incurred, constitute a first and prior lien against the property assessed, superior to all other liens and claims except liens or claims for the State, county, school district or municipality ad valorem taxes, and are a personal liability of and charge against the owners of the property regardless of whether the owners are named. The lien is effective from the date of the Assessment Ordinance until the Major Improvement Special Assessment is paid, and may be enforced by the City in the same manner as an ad valorem tax levied against real property may be enforced by the City. The owner of any property assessed may pay the entire Major Improvement Special Assessment levied against any lot or parcel, together with accrued interest to the date of payment, at any time.

Foreclosure Proceedings

In the event of delinquency in the payment of any Annual Installment, except for unpaid Major Improvement Special Assessments on homestead property (unless the lien associated with the special assessment attached prior to the date the property became a homestead), the City is empowered to order institution of an action in state district court to foreclose the lien of such delinquent Annual Installment. In such action the real property subject to the delinquent Annual Installments may be sold at judicial foreclosure sale for the amount of such delinquent Annual Installments, plus penalties and interest.

Any sale of property for nonpayment of an installment or installments of an Major Improvement Special Assessment will be subject to the lien established for remaining unpaid installments of the Special Assessment against such property and such property may again be sold at a judicial foreclosure sale if the purchaser thereof fails to make timely payment of the non-delinquent installments of the Major Improvement Special Assessments against such property as they become due and payable. Judicial foreclosure proceedings are not mandatory. In the event a foreclosure is necessary, there could be a delay in payments to owners of the Bonds pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale. It is possible that no bid would be received at the foreclosure sale, and in such event there could be an additional delay in payment of the principal of and interest on Bonds or such payment may not be made in full. The City is not required under any circumstance to purchase or make payment for the purchase of the delinquent Major Improvement Special Assessment on the corresponding Assessed Property.

The City will covenant in the Indenture to take and pursue all actions permissible under Applicable Laws to cause the Major Improvement Special Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement or exemption of the Major Improvement Special Assessments, provided that the City is not required to expend any funds for collection and enforcement of Major Improvement Special Assessments other than funds on deposit in the Administrative Fund. Pursuant to the Indenture, Foreclosure Proceeds (excluding Delinquent Collection Costs) constitute Pledged Revenues to be deposited into the Pledged Revenue Fund upon receipt by the City and distributed in accordance with the Indenture. See “APPENDIX B — Form of Indenture. “See also “APPENDIX E-1 — Form of Disclosure Agreement of the Issuer” for a description of the expected timing of certain events with respect to collection of the delinquent Special Assessments.

The City will create the Delinquency and Prepayment Reserve Account under the Indenture and will fund such account as provided in the Indenture. The City will not be obligated to fund foreclosure proceedings out of any funds other than in the Administrative Fund. If there are insufficient funds to pay foreclosure costs, the owners of the Bonds may be required to pay amounts necessary to continue foreclosure proceedings. See “SECURITY FOR THE BONDS — Delinquency and Prepayment Reserve Account of the Reserve Fund,” “APPENDIX B — Form of Indenture” and “APPENDIX C — Form of Service and Assessment Plan.”

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THE CITY

Background

The City of Fort Worth, Texas (the “City”) is a political subdivision and municipal corporation of the State, located in Tarrant, Denton, Parker, Johnson and Wise Counties, Texas. The City covers approximately 345 square miles.

City Government

The City is a political subdivision and municipal corporation of the State, duly organized and existing under the laws of the State, including the City’s Home Rule Charter. The City was incorporated in 1873, and first adopted its Home Rule Charter in 1924. The City operates under a Council/Manager form of government with a City Council comprised of the Mayor and eight Councilmembers. The term of office for the Mayor and the eight Councilmembers is two years. The City Manager is the chief administrative officer for the City. Some of the services that the City provides are public safety (police and fire protection), streets, water and sanitary sewer utilities, culture-recreation, public transportation, public improvements, planning and zoning, and general administrative services. The 2010 Census population for the City was 741,206, while the estimated 2017 population is 815,430.

The current members of the City Council and their respective expiration of terms of office are as follows:

Term Expires Council Member (May) Betsy Price (Mayor) 2019 Carlos Flores 2019 Bryan Bird 2019 Cary Moon 2019 Gyna Bivens 2019 Jungus Johnson 2019 Dennis Shingleton 2019 Kelly Allen Gray 2019 Ann Zadeh 2019

The principal administrators of the City include the following:

Name Position David Cooke City Manager Mary J. Kayser City Secretary Aaron J. Bovos Chief Financial Officer

General information regarding the City and the surrounding area can be found in “APPENDIX A - General Information Regarding the City and Surrounding Area.”

THE DISTRICT

General

The PID Act authorizes municipalities, such as the City, to create public improvement districts within their boundaries or extraterritorial jurisdiction, and to impose assessments within the public improvement district to pay for certain improvements. The District was created by Resolution No. 4724-12-2016 of the City adopted on December 13, 2016 in accordance with the PID Act (the “Creation Resolution”) for the purpose of undertaking and financing, the costs of certain public improvements within the District, including the Major Improvements, authorized by the PID Act and approved by the City Council that confer a special benefit on the portion of the

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District property being developed in a phase. The District is not a separate political subdivision of the State and is governed by the City Council. A map of the property within the District is included on page v hereof.

Powers and Authority

Pursuant to the PID Act, the City may establish and create the District and undertake, or reimburse a developer for the costs of, improvement projects that confer a special benefit on property located within the District, whether located within the City limits or the City’s extraterritorial jurisdiction. The PID Act provides that the City may levy and collect the Major Improvement Special Assessments on property in the District, or portions thereof, payable in periodic installments based on the benefit conferred by an improvement project to pay all or part of its cost.

Pursuant to the PID Act and the Creation Resolution, the City has the power to undertake, or reimburse a developer for the costs of, the financing, acquisition, construction or improvement of the Major Improvements. See “THE MAJOR IMPROVEMENTS.” Pursuant to the authority granted by the PID Act and the Creation Resolution, the City has determined to undertake the construction, acquisition or purchase of certain water, sanitary sewer and drainage public improvements within Eastern Improvement Area and Western Improvement Area of the District and outside of the District comprising the Major Improvements and to finance a portion of the costs thereof through the issuance of the Bonds. The City has further determined to provide for the payment of debt service on the Bonds through Pledged Revenues. See “ASSESSMENT PROCEDURES” herein and “APPENDIX C — Form of Service and Assessment Plan.”

THE MAJOR IMPROVEMENTS

General

The Major Improvements will be funded with proceeds of the Bonds and, once completed, will be dedicated to the City. The Developer is responsible for the completion of the construction, acquisition or purchase of the Major Improvements, and the Developer or its designee will act as construction manager. From the proceeds of the Bonds, the City will either pay directly or will reimburse the Developer for project costs actually incurred in developing and constructing the Major Improvements within the District. See “THE MAJOR IMPROVEMENTS — General” and “THE DEVELOPMENT — Development Plan.”

The Appraisal (as defined below) estimates that the “As Complete” value of the property within the District is $51,500,000. See “APPRAISAL OF PROPERTY WITHIN THE DISTRICT.” The cost of the Major Improvements is expected to be approximately $8,483,636. Such costs are expected to be paid with proceeds of the Bonds. The Service and Assessment Plan will be amended to show the final Roadway Improvements costs that will be needed for full development of the Western Improvement Area. It should be noted that the Roadway Improvements are anticipated to be funded by the issuance of Additional Obligations if and when issued, as contemplated by the Service and Assessment Plan and the Memorandum of Understanding. See “SOURCES AND USES OF FUNDS” and “SECURITY FOR THE BONDS — Additional Obligations.”

Description of the Major Improvements

The Major Improvements of the Eastern Improvement Area and Western Improvement Area, include water and sanitary sewer improvements benefitting the Eastern Improvement Area and the Western Improvement Area of the District.

Water Improvements - The water improvements (“Water Improvements”) consist of the construction and installation of waterlines, mains, pipes, valves and appurtenances, necessary for the water distribution system that will service all of the Assessed Property within the PID. The Water Improvements will be constructed according to City standards, determined in the City’s sole discretion. The Actual Costs of the Water Improvements are $2,759,319. An additional $155,045 is expected to be paid by the Landowner for the water improvement portion of the University Improvements which will be constructed concurrently with the Water Improvements.

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Sanitary Sewer Improvements - The sanitary sewer improvements (“Sanitary Sewer Improvements”) consist of construction and installation of pipes, service lines, manholes, encasements and appurtenances necessary to provide sanitary sewer service to all of the Assessed Property within the PID. The Sanitary Sewer Improvements will be constructed according to City standards, determined in the City’s sole discretion. The Actual Costs of the Sanitary Sewer Improvements are $5,724,317. An additional $331,239 is expected to be paid by the Landowner for the sanitary sewer improvement portions of the University Improvements which will be constructed simultaneously with the Sanitary Sewer Improvements.

Future Roadway Improvements

Roadway Improvements – The roadway improvements (“Roadway Improvements”) consist of the construction of paving, storm drainage, retaining walls, signage, and traffic control devices and the acquisition of right-of-way to benefit the Assessed Property within the Western Improvement Area. The Roadway Improvements are not being funded by the Bonds. Instead, it is anticipated that the Roadway Improvements will be funded by the Additional Obligations. The Roadway Improvements will be constructed according to City standards, determined in the City's sole discretion. The Actual Costs of the Roadway Improvements are $8,469,182, of which $2,886,489 is expected to be paid from the net proceeds of the Additional Obligations. The Actual Costs of the Roadway Improvements to be financed from the net proceeds of the Additional Obligations will be allocated solely to Assessed Property within the Western Improvement Area. An additional $679,720 is expected to be paid by the Developer for the road improvement portion of the University Improvements which will be constructed concurrently with the future Roadway Improvements. As described in the Memorandum of Understanding relating to the Roadway Improvements and the Non-PID Roadway Improvements (defined below), the City expects to pay approximately $3,216,209 of the costs of the Roadway Improvements and approximately $843,382 of the costs of Non-PID Roadway Improvements (defined below) with cash on hand or through the issuance of future bonds, notes, or other obligations secured by ad valorem taxes or other revenues of the City. As also described in the Memorandum of Understanding, a Walton-affiliated entity that owns and is currently developing a neighboring residential development called “Chisholm Trail Ranch” is expected to pay approximately $843,382 of the costs of the Non-PID Roadway Improvements that benefit Chisholm Trail Ranch. The Roadway Improvements and the Non-PID Roadway Improvements are not being constructed with the proceeds of the Bonds and are not a part of the Major Improvement Special Assessment. See “MAJOR IMPROVEMENTS - Non-PID Improvements” below for a discussion of the funding of the portions of Brewer Road outside of the District’s boundaries.

The following tables from the Service and Assessment Plan reflect the total expected costs of the Major Improvements and the estimated future Roadway Improvements (with respect to the Western Improvement Area), and the Eastern Improvement Area and Western Improvement Area’s proportionate share of the Major Improvements and, with respect to the Western Improvement Area, the estimated future Roadway Improvements.

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Table IV-B Western Improvement Area Actual Costs Allocation

(d) The Roadway Improvements of $6,102,698 will be funded $3,216,209 by the City of Fort Worth and $2,886,489 by the Owner through the PID.

Table IV-C Eastern Improvement Area Actual Costs Allocation

Non-PID Related Improvements

There are certain public improvements which, although constructed at the same time as the Major Improvements, do not benefit the Assessed Property and are not paid for by assessments levied within the District, but will be paid by either the City or other property owners not located within the District (the “Non-PID Related Improvements”). The Non-PID Related Improvements include sanitary sewer and road improvements to be constructed outside the District.

The Non-PID Related Improvements contain certain sanitary sewer improvements (oversizing) that do not benefit the Assessed Property within the District and are not necessary for sanitary sewer service to the Assessed Property within the District. As such, the costs of such sanitary sewer Non-PID Related Improvements are anticipated to be financed by the City, in its discretion.

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Additional Non-PID Related Improvements are roadway improvements consisting of an extension of Brewer Road to serve property not located within the District (the “Non-PID Roadway Improvements”). These Non-PID Roadway Improvements are expected to be constructed concurrently with the future Roadway Improvements. The City, the Developer and the Walton-affiliated entity developing the nearby “Chisholm Trail Ranch” have entered into a “Memorandum of Understanding – City of Fort Worth/Rock Creek Ranch/Chisholm Trail – Brewer Road Project” effective August 1, 2017 (the “Memorandum of Understanding”) reflecting the parties’ intentions to fund the Roadway Improvements and the Non-PID Roadway Improvements and describing the financing vehicles expected to be employed by the Parties to finance such improvements. As set forth in the Memorandum of Understanding, the costs of the Non-PID Roadway Improvements will be funded equally by the City and the Walton affiliated entity developing of Chisholm Trail Ranch prior to the start of construction of the Roadway Improvements being funded by the Developer and the City through the District. The concurrent construction of the Non-PID Roadway Improvements is important infrastructure for the operation of the University and is necessary for overall development within the District.

The Memorandum of Understanding also contemplates that the parties will enter into a Community Facilities Agreement that will contain provisions relating to the donation of real property within the District by the Landowners for use by the City for a police, fire or other public facility.

The approved Memorandum of Understanding is attached as Exhibit D to the PID Reimbursement Agreement. The Memorandum of Understanding is a non-binding agreement expressing the intent of the parties thereto to fund the Non-PID Related Improvements and the Roadway Improvements. No assurances can be given that any party to the Memorandum of Understanding will ultimately fund their portion of the Non-PID Related Improvements or the Roadway Improvements. Prior to the issuance of any obligations to fund the City's portion of the Roadway Improvements and Non-PID Roadway Improvements, the parties shall enter into a City Facilities Agreement substantially in the City’s standard form attached as Exhibit C to the PID Reimbursement Agreement for such improvements. The costs of the Non-PID Related Improvements are depicted in the table from the Service and Assessment Plan below:

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Table III-A Rock Creek Ranch Cost of Authorized Improvements Costs of Non-PID Related Improvements

Roadway Improvements Roadway (d) $ 6,102,698 1,686,764 679,720 8,469,182 Total Authorized Improvements $ 14,586,334 $ 2,511,852 $ 1,166,004 $ 18,264,190

(a) The Actual Costs of the Authorized Improvements will be funded by the PID and the costs of the Non-PID Related Improvements will not be funded by the PID.

(b) Costs provided by Goodwin & Marshall, Inc. and include project management, soft costs and contingency allocations. The figures shown in Table III-A will be revised in Annual Service Plan Updates.

(c) Sanitary Sewer costs include Non-PID Related Improvements consisting of oversizing costs to be paid for by City and that are not required to service the PID property.

(d) Roadway Improvements are estimates and the Actual Costs will be detemined at the time Assessments are levied in the future. The Total Roadway Improvements, excluding the acquisition of right of way and the Non-PID Related Improvements but including Roadway Authorized Improvements and the University Roadway Improvements, will be funded equally by the Owner and the City. The City is expected to fund its portion of the Roadway Improvements through the issuance of bonds, notes or other obligations to be issued concurrently with the proposed Roadway Improvements PID Bonds. The Non-PID Related Roadway Improvements will be funded equally by the City and the owner/developer of Chisholm Trail Ranch. The Roadway Improvements also include $350,000 for the acquisition of right of way that will be funded by the Owner and which will be allocated between the PID and the University Property based on the total acreage of the University Property within the Western Improvement Area.

Ownership and Maintenance of Improvements

The Major Improvements will be dedicated to and accepted by the City either by fee or through a public use easement and will constitute a portion of the City’s infrastructure improvements. The City will provide for the ongoing operation, maintenance and repair of the Major Improvements constructed and conveyed, as outlined in the Service and Assessment Plan. The Private Improvements (defined herein) not owned by a lot owner within the District will be dedicated to and accepted by one or more Homeowner’s Associations (“HOAs”). The HOAs are anticipated to provide for the ongoing operation, maintenance and repair of the Private Improvements through the administration of a maintenance and operation fee and/or a property owner’s association fee to be paid by each lot owner within the District benefitted by such Private Improvements.

THE DEVELOPMENT

The following information has been provided by the Developer. Certain of the following information is beyond the direct knowledge of the City, the City’s Financial Advisor and the Underwriter, and none of the City, the City’s Financial Advisor or the Underwriter have any way of guaranteeing the accuracy of such information. The Developer has reviewed portions of this Limited Offering Memorandum and warrants and represents that neither (i) the information under the caption “THE DEVELOPMENT” nor (ii) the information relating to the Developer’s plan for developing the land within the District (the “Development”) under the subcaption “BONDHOLDERS’ RISKS — Dependence Upon Developer and Landowners” contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under

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which they are made, not misleading. At the time of delivery of the Bonds to the Underwriter, the Developer will deliver a certificate to this effect to the City and the Underwriter. Overview

Rock Creek Ranch (the “Development”) consists of approximately 1,756 acres of undeveloped land located in the southwest quadrant of the City of Fort Worth, Tarrant County, Texas generally located south of the intersection of the Chisholm Trail Parkway and McPherson Boulevard and east of Benbrook Lake along Farm Road 1187 near Old Granbury, Stewart Feltz, and Cleburne Roads. Chisholm Trail Parkway bisects the Development from the northeast to the southwest. Approximately 923 acres of the Development is located to the west of Chisholm Trail Parkway (“Western Improvement Area”), and approximately 833 acres of the Development is located to the east of Chisholm Trail Parkway (“Eastern Improvement Area”). An aerial depiction of the Development and the surrounding area is set forth below:

The Development site is approximately 19 miles south of downtown Fort Worth on the Chisholm Trail Parkway. The Development is located in a growing development area situated in the south quadrant of the City. The City, located in the western region of the Dallas-Fort Worth-Arlington TX Metropolitan Statistical Area (the “DFW MSA”), projects significant growth as the overall DFW MSA continues its growth trajectory.

The Landowners (as defined herein) acquired the property within the District comprising the Development as a long-term investment through multiple transactions that occurred from October 2013 through November 2015. The Development is expected to consist primarily of residential land use with certain parcels reserved for commercial and mixed-use development. In December, 2016, approximately 80 acres (the “University Property”) within the Western Improvement Area was donated to the Texas A&M University System (the “University System”), an agency of the State of Texas, for the use and benefit of the University. See “THE DEVELOPER — Acquisition of Property in the District.” The Development is currently planned to include a variety of parks, trails, an amenity center and open space areas. Although, the Service and Assessment Plan estimates and assumes development within the District, the actual planning for the development is still in its preliminary stages and the final development plans, including the mix of single family and multi-family residential units, commercial property and amenities has not yet been finally determined. The Development is located within the Crowley Independent School District.

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The Development is owned by the Landowners, as described below in “THE DEVELOPER — Description of the Developer.” Master planning of the Development is in preliminary stages, but the Developer believes the Development can be completed in approximately 20 phases over an approximately 15 to 20 year period. Currently, the Developer anticipates commencing construction of the Major Improvements in the third quarter of 2017; the Developer hopes to complete the Water Improvements by January 2018 and hopes to complete of the Sewer Improvements by February 2019.

Subject to terms generally set forth in the Memorandum of Understanding, the Developer anticipates commencing construction of the Roadway Improvements and Non-PID Roadway Improvements immediately following the City’s issuance of Additional Obligations to secure the payment thereof, with completion expected to occur approximately twelve months thereafter. The Additional Obligations are expected to be issued by mid-2018. Additionally, Developer expects that negotiations with merchant home builders, commercial developers and other interested parties will begin in approximately 12 months. The Developer currently anticipates completing land transactions with builders and/or developers of commercial and residential tracts within the first phase of development on a schedule that will result in the first delivery of single-family lots to builders in the second half of 2020. Currently, there are no builder letters of intent and no purchase contracts with respect to the sale of property within the Development and no purchase contracts are currently being negotiated. Based on current analysis in consultation with third-party consultants, the Developer’s current expectations regarding estimated home prices in the Eastern Improvement Area and Western Improvement Area of the District are as follows:

Base Lot Price Average Home Price Product Type (in 2016 Dollars) (in 2016 Dollars) Average Plan Size SF 40’ lots $45,000 $225,000 1,675 sf SF 50’ - 55’ lots $55,000 to $65,000 $230,000 to $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 sf to 3,225 sf SF 70’ to 75’ lots $70,900 to $77,680 $325,000 to $400,000 3,400 sf to 3,800 sf

Development Plan

The current development plan for the public improvements is divided into two initial stages: (1) the construction and installation of the Major Improvement Projects in both the Western Improvement Area and Eastern Improvement Area, and (2) the construction of the Roadway Improvements to serve the Western Improvement Area. The total cost of the Major Improvements is expected to be approximately $8,483,636 (the “Major Improvements Cost”). Of the Major Improvements Cost, $3,986,568 will be allocated to the Western Improvement Area, and $4,497,067 will be allocated to the Eastern Improvement Area. Construction of the Major Improvements is expected to commence in the third quarter of 2017. The Water Improvements are projected to be completed by the end of January 2018 and the Sewer Improvements are projected to be completed by February 2019.

As set forth in the Service and Assessment Plan and the Memorandum of Understanding, the Developer and the City expect that Additional Obligations will be sold to finance the construction of the Roadway Improvements, subject to certain restrictions set forth in the Indenture. Additionally, the City and the Walton- affiliated entity which owns and is developing a neighboring residential development called “Chisholm Trail Ranch” are expected to provide additional funds prior to or concurrently with the issuance of the Additional Obligations for the construction of the Non-PID Roadway Improvements (Brewer Road) outside of the District. The City and the Developer currently anticipate financing for the Roadway Improvements and Non-PID Roadway Improvements will occur in 2018. Construction on the Roadway Improvements is anticipated to commence immediately thereafter and the Roadway Improvements are expected to be complete within approximately twelve months. See “APPENDIX C – Form of Service and Assessment Plan.” See “THE BONDS – Additional Obligations” and “THE MAJOR IMPROVEMENTS – Future Roadway Improvements.”

To complete fully developed lots within the District, each phase of Development will require additional phase-specific roadway improvements, water and sewer improvements and utility improvements (the “Private Improvements”). These improvements will not be funded by the Bonds and will be the responsibility of the Developer, Landowners, or their successors-in-interest. Currently, the Developer does not have a final plan for the

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construction and installation of the Private Improvements or the estimated costs of such Private Improvements. The Developer is still in the process of analyzing the Private Improvements needed for the Development and their related costs. Preliminary master planning is underway in the Development but has not yet been completed. The Developer has not determined how the Private Improvements will be funded. The sole assets of the Landowner are land within the District, and minor operating accounts, and no firm banking or financial arrangements have been made to date for the completion of the Development. See “BONDHOLDERS RISKS – Dependence on Developers and Landowners”.

The Developer currently expects to complete the first lots in January 2020 with the first single-family homes completed no earlier than June 2020, however, the Landowner and Developer do not currently have a firm timeline for the delivery of lots and the corresponding construction of homes. The dates set forth herein are estimates only and the estimated completion dates are subject to a variety of factors, including the issuance of the Bonds and the issuance of future assessment revenue bonds by the City to fund the future Roadway Improvements, the funding of the Non-PID Related Improvements, the ability of Developer to fund the necessary Private Improvements and the ability of the Developer to sell lots to builders.

PID Reimbursement Agreement

The City and the Developer will enter into a PID Reimbursement Agreement with respect to the development (the “PID Reimbursement Agreement”).

Under the PID Reimbursement Agreement, the Developer is contractually obligated to construct the Major Improvements or cause the Major Improvements to be constructed and is also obligated to enter into a City Facilities Agreement relating to the Major Improvements. The Developer is not relieved of its obligation to construct or cause to be constructed such Major Improvements even if there are insufficient funds in the Project Fund under the Indenture to pay the Major Improvement Costs, or in the event that the assessment revenues received from the Major Improvement Special Assessments are insufficient to pay all costs of the Major Improvements. In addition, the Developer is obligated to complete the Major Improvements and is responsible for all cost overruns for the Major Improvements in excess of the Actual Costs set forth in the Service and Assessment Plan. The City is not responsible for any cost overruns of the costs to construct the Major Improvements. The PID Reimbursement Agreement also provides the right for the City, upon default by the Developer, to complete the Major Improvements. The PID Reimbursement Agreement also sets forth the review and approval process for the Developer to submit costs to the City for payment from the Trustee and for the inspection of completed Major Improvements and their acceptance by the City. The form of the PID Reimbursement Agreement is attached hereto as Exhibit G.

City Facilities Agreement

The PID Reimbursement Agreement also requires the Developer to enter into the City's standard community facilities agreement (the “City Facilities Agreement”), substantially in the form of Exhibit C attached to the PID Reimbursement Agreement, or such other form as the City may require, to ensure compliance with its “Community Facilities Agreement (CFA) Policy, Related Ordinance, and Street Design Criteria” last revised by M&C G-13181, March 20, 2001, as the same may be amended from time to time. The City Facilities Agreement will provide certain rules and regulations for design and construction of the Major Improvements and the process for the development of all property within the District. The City Facilities Agreement also obligates the Developer to construct the Major Improvements pursuant to City policies and sets forth the process for acceptance and payment for public improvements by the City. Finally, the City Facilities Agreement also contains indemnification of the City by the Developer for the construction for the Major Improvements. The City Facilities Agreement will also contain provisions for the donation of real property within the District by the Landowners for use by the City as a police, fire, or other public facility.

Market Study Summary

A market study was conducted by Metrostudy-Dallas/Ft. Worth, dated May 22, 2017. A summary of the findings in the Market Study is below. The market study is attached hereto as Exhibit H and should be read in its entirety.

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According to the market study, current housing demand exceeds housing supply. DFW’s housing market is forecast to be 2.9% underbuilt by Year-end 2017 and undersupply will intensify over the next two years, peaking in 2019 but continuing through Year 2021. Any slowdown in the housing market will likely be more related to price and value as opposed to underlying demand. Distressed housing activity continues to fall in the DFW market. In Year 2014, 17.0% of all transactions in the market were distressed. In Year 2015 that percentage was down to 13.0% and by February 2017 it was down to 11.5%. By Year-end 2017, distressed housing inventory is expected to reach long-term norms.

The high dollar is negatively impacting exports from Texas, potentially slowing the local economy. The ease of permitting in Texas markets and the high availability of land increases the market’s ability to increase housing supply beyond where it should be. Though not as serious as in Houston, this market may become overstated in terms of housing supply and housing prices sooner than most areas of the nation.

The market study concludes that the DFW economy will face challenges with housing affordability. Demand is forecasted to exceed supply through the Year 2021, but real estate is currently overvalued in DFW and will remain so through the Year 2022. The market study also states that housing sales volume is already slowing – not because of reduced demand as much as due to reduced affordability. Median home prices are projected to fall from Year 2019 through Year 2021. Speculative and investor buyers will stay away from this market but home prices will be sluggish for years.

Based upon the most recent economic, socio-economic and demographic conditions and forecasts for the Dallas–Ft. Worth–Arlington Core Base Statistical Area (“CBSA”), the market study states that the housing market in this region was stable through 2016, but weak market conditions are expected starting in 2017 due primarily to significant overvaluation increasingly impacting buyers’ decisions. Overvaluation of housing relative to household incomes creates increasing risk. The study also states that caution should be employed in future land purchases, and that builders should freeze base prices at their current levels and even increase incentives in some areas in anticipation of some market deterioration in Year 2017 and beyond.

However, the market study does state that inflation of new home base prices has made the longing for an affordable home even greater. According to the market study, Rock Creek Ranch is primed to attract new home buyers as strong economic and job growth is expected well into 2018. Furthermore, increased land prices in more infill markets is driving traffic into the Fort Worth Area. The site’s proximity to large area employers, the Chisholm Trail Parkway, the University, and nearby retail make it an excellent value location.

Metrostudy expects annual starts within the Competitive Market Area surrounding the District (“CMA”) to remain fairly stagnant in market share between 2017 and 2019 because of the constrained inventory of vacant developed lots and expansion in other competing areas of the region. Overall, annual starts within the CMA are forecasted to average 711 – 729 through 2019.

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The market study states that given the current market conditions, the location of the Rock Creek Ranch community, the recommended development program, and the performance of other communities nearby, it is the opinion of Metrostudy that the community could achieve the following prices and absorptions for homes on the mix of lot sizes:

Rock Creek Ranch Price & Absorption Forecast Lot Average Finished Home Absorption Lot Width Base-Price Monthly Annual Distribution 22'-25' $163,450 - $173,830 3.00 - 3.50 36 - 42 16% 35' $179,867 - $191,380 2.50 - 3.00 30 - 36 14% 40' $203,033 - $215,960 2.00 - 2.25 24 - 27 11% 50' $232,333 - $247,150 2.00 - 2.25 24 27 11% 55' $254,167 - $270,410 2.00 - 2.25 24 27 11% 60' $273,133 - $290,590 2.00 - 2.25 24 27 11% 65' $304,900 - $324,390 2.00 - 2.50 24 - 30 11% 70' $325,400 - $346,110 1.50 - 1.75 18 - 21 8% 75' $365,000 - $388,240 1.50 - 1.75 18 - 21 8% TOTAL $243,972 - $259,534 18.5 - 21.5 222 - 258 100% : Source: Metrostudy

The market study states that the CBSA job growth will continue to increase into 2040. The top employment centers—Dallas, Fort Worth, Irving, Plano, and Arlington are forecasted to have over a 70% employment increase from 2005 to 2040. The employment outlook appears robust in the CBSA. The CMA encompasses four of the five major employment centers. Metrostudy believes the CMA is well-located to encourage more home purchases.

According to the market study, the greatest jump in housing starts occurred between $350,000 and $499,999 while starts above $500,000 reflect only nominal growth. Closings between $300,000 and $399,999 surged which aligns with builder feedback that homes priced below $400,000 are in the greatest demand. Builders also shared that buyers are becoming increasingly sensitive to escalating prices, putting downward pressure on margins. As costs of land, labor and materials continues to increase, builders expect their margins to take a hit in the coming quarters.

Metrostudy states that on average, households within the CMA have slightly lower household incomes to those in the CBSA. The CMA’s estimated average household income for Q1 2017 is $80,290. For comparison, the average household income in the CBSA is $87,176. The study believes that lower incomes can most likely be attributed to a more ample supply of new homes priced for entry-level income households.

Metrostudy expects annual starts within the CMA to remain fairly stagnant in market share between 2017 and 2019 because of the constrained inventory of vacant developed lots and expansion in other competing areas of the region. Overall, annual starts within the CMA are forecasted to average 711-729 through 2019.

The market study also included an analysis of the following aspects of Development.

Proposed Lot and House Sales - Based upon information provided by the Developer, 100 percent of the single-family lots will be marketed to builders. Moreover, all lots are intended to provide primary housing to the end user.

Location - The site is located in southwest Fort Worth, TX approximately 18 miles south of downtown Fort Worth. Dallas/Fort Worth International Airport is approximately 45 miles northeast from the subject site.

Access - Rock Creek Ranch Master Planned Community is located in southwest Fort Worth, Texas, south of the intersection of the Chisholm Trail Parkway and McPherson Boulevard. The site is east of Benbrook Lake

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along Farm Road 1187 near Old Granbury, Stewart Feltz, and Cleburne Roads and is approximately 18 miles south of downtown Fort Worth on the Chisholm Trail Parkway.

Schools – The District is served by the Crowley Independent School District. In order to assess District and campus performance, the Texas Education Agency sets minimum performance standards in four categories: student achievement, student progress, closure of performance gaps, and postsecondary readiness. The District exceeded the minimum targets in all four performance categories. For additional information on the TEA’s accountability ratings, visit their website at www.tea.state.tx.us.

Character – Suburban low-density residential family housing and neighborhood retail are the predominant land uses throughout the CMA. The area is popular with entry-level homebuyers and families because of convenient access to the Chisholm Trail Parkway for travel to employment centers, existing amenities, and ample supply of quality and more affordable new homes.

Medical Facilities - In addition to numerous clinics and doctors’ offices in the CMA, the District will be supported by local medical facilities including Texas Health Harris and USMD.

Churches - Due to the strong family orientation in the CMA (prominence of single family housing), churches of many denominations are located conveniently to the subject site.

Shopping Facilities - A number of retail facilities are located within an acceptable commute of the site. The nearest retail of any type currently is about 3 miles from the center point of the site. The nearest significant concentration of retail facilities, including a full range of large-scale retailers, currently is near the intersection of Chisholm Trail Parkway and Interstate 80, approximately 6.5 miles away.

Police and Fire Protection – The area is serviced through local, county, and constable public safety services, as well as fire stations throughout the area.

None of the Underwriter, the Developer, or the City makes any representations as to the accuracy, completeness, assumptions or information contained in the Market Study. The assumptions or qualifications with respect to the Market Study are contained therein. There can be no assurance that any such assumptions will be realized, and the Developer, the City and the Underwriter make no representation as to the reasonableness of such assumptions.

Prospective investors should read the complete Market Study in order to make an informed decision regarding any contemplated purchase of the Bonds. The complete Market Study is attached hereto as APPENDIX H.

Engineer’s Report Summary

In connection with the issuance of the Bonds, Goodwin and Marshall (the “Engineer”) prepared an engineering report dated June 2017 (the “Engineer’s Report”) containing the results of a preliminary study to determine the feasibility of the Development. The scope of the Engineer’s Report includes, among other things, a detailed review of the proposed Development with respect to site and soils conditions; land use review and approvals, including zoning; construction permits and approvals; environmental conditions; zoning land use and proffers; and water, sewer and other utility access and availability.

Prospective investors should read the complete Engineer’s Report in order to make an informed decision regarding any contemplated purchase of the Bonds. The complete Engineer’s Report is attached hereto as APPENDIX I.

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Zoning/Permitting

The site is zoned for Single-Family Residential (A-5), Multi-Family Residential (D), Commercial (F, G, CF, E), and Mixed-Use (MU-2) uses in accordance with Ordinance No. 22269-06-2016, approved and adopted by the City of Fort Worth on June 14, 2016.

While the zoning of the Project is in place, no approvals have currently been obtained for the water, sanitary sewer, or paving improvement outlined herein. No FEMA submittals have been made relative to the Project to date.

Construction Permits PERMIT APPROVAL AGENCY Grading Permit Fort Worth – Transportation & Public Works (TPW) Floodplain Permit FEMA and Fort Worth TPW Water Line Plan Approval Fort Worth Water Department Sanitary Sewer Plan Approval Fort Worth Water Department Stormwater Management Plans Fort Worth TPW Roadway Plan Approval Fort Worth TPW Stormwater Pollution Fort Worth TPW and Texas Commission on Prevention Plan (SWPPP Environmental Quality Chisholm Trail Parkway Texas Department of Transportation (TXDOT), North Connection Texas Tollway Authority (NTTA), and Fort Worth Easement Documentation Fort Worth Real Property Department Road Final Plats Fort Worth Development Services Department

Stream and Wetland Mitigation

FEMA Floodplain Considerations

The project is located on Flood Insurance Rate Map (FIRM) panel 48439C0410K. The floodplain is non- detailed, Zone A floodplain, which will not require the preparation of a Conditional Letter of Map Revision (CLOMR). However, upon completion of any grading improvements that impact the floodplain, it will be necessary to prepare a Letter of Map Revision (LOMR) in order to establish final floodplain delineations and Base Flood Elevations (BFEs).

Wetland Considerations

A preliminary Waters of the United States Determination was prepared by Integrated Environmental Solutions, LLC (“IES”) on February 15, 2017. To summarize the determination, a total of 48 water features were identified, including thirteen linear wetlands, eight wetland complexes, eight tributaries, four impoundments, and fifteen swales. In the opinion of IES, all identified linear wetlands, wetland complexes, tributaries, and impoundments would meet a definition of a water of the United States and may be subject to regulation under Section 404 of the Clean Water Act. The fifteen swales would not meet a definition of a water of the United States and would not be regulated under Section 404 of the Clean Water Act. A complete copy of the preliminary Determination prepared by IES is included in Appendix F to the Engineering Report.

A final Determination will be evaluated when construction activity in the vicinity of any of these areas is anticipated within six months of commencement of construction. Currently, the Developer intends to plan around any wetland features and does not anticipate remediation of any wetland sites.

Soils Information

According to the Tarrant County Soil Survey, soils throughout the project site are generally composed of clays. Local standards and specifications for construction of water and sewer infrastructure should be adhered to by the development. Grading and subgrade preparation for construction of pavement should be performed according to

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site specific geotechnical recommendations from a licensed engineer. Please see Appendix C to the Engineering Report for Additional Soils Map information.

Utilities

The City intends to provide both water and wastewater service to the District. The City does not currently have adequate water distribution or sanitary sewer collection infrastructure in the ground to serve the Project. The City does have sufficient system capacities to serve the Project subsequent to the extension of the necessary water and sanitary sewer lines and associated appurtenances. Such appurtenances include a sanitary sewer lift station and force main, a water booster pump station and pressure reducing valve, a 24-inch water line for the Southside 3 service area (as set forth in the Engineer’s Report), and a 20 inch water line for the Southside 4 service area (as set forth in the Engineer’s Report).

Utility Service Providers SERVICE PROVIDER Water City of Fort Worth Sanitary Sewer City of Fort Worth Trash City of Fort Worth Drainage City of Fort Worth Electric ONCOR Gas ATMOS Telephone/Internet AT&T

None of the Underwriter, the Developer, or the City makes any representations as to the accuracy, completeness, assumptions or information contained in the Engineer’s Report. The assumptions or qualifications with respect to the Engineer’s Report are contained therein. There can be no assurance that any such assumptions will be realized, and the Developer, the City and the Underwriter make no representation as to the reasonableness of such assumptions.

Environmental

Rock Creek Ranch West (Western Improvement Area)

Walton Texas and WUSF4 obtained a Phase I ESA Dated December 12, 2013, from C&E Environmental, LLC (“C&E”), which identified a suspected cattle dip pesticide trough. C&E then performed a Phase II Limited Site Assessment regarding a Suspected Pesticide Trough dated February 26, 2014. Subsequently, a Limited Trenching, Test Pits and Sampling of Pesticide Trough report was obtained dated March 19, 2014, which identified an arsenic impact in the soil surrounding the former pesticide trough in excess of the Texas Commission on Environmental Quality (“TCEQ”) Texas Risk Reduction Program (“TRRP”) Tier I Residential standard for soil. On April 1, 2014, C&E formally recommended that the Landowners remove the impacted soil to below TRRP Tier 1 Residential standards to allow for unrestricted future use of the entire project. The Landowner remediated the former cattle dip pesticide trough in September 2016 and removed approximately 1,240 cubic yards of impacted soils. Following completion of the remediation, C&E prepared a Response Action Completion Report dated December 5, 2016 (“RACR”). Following its review of the RACR, TCEQ confirmed in a “No Further Action Letter” dated March 3, 2017, that the TRRP Remedy Standard “A” Residential Protective Concertation Levels (PCLs) were achieved and, consequently, no institutional control or post-response action care is required.

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Rock Creek Ranch East (Eastern Improvement Area)

Walton Texas and WUSF5 obtained a Phase I ESA was obtained from C&E on the Rock Creek Ranch East property, dated July 10, 2015. The Report found that there are three natural gas drilling and production facilities as well as connecting underground pipelines located in the Eastern Improvement Area that are leased and operated by natural gas companies. The report suggested that the Landowner have all contract and agreements with the gas companies reviewed to become comfortable with the environmental protection provided by the contracts. However, C&E in the report found no reason to suspect other recognized environmental conditions of concern on the property based upon the results of their assessment.

THE DEVELOPER

The following information has been provided by the Developer. Certain of the following information is beyond the direct knowledge of the City, the City’s Financial Advisor and the Underwriter, and none of the City, the City’s Financial Advisor or the Underwriter have any way of guaranteeing the accuracy of such information. The Developer has reviewed portions of this Limited Offering Memorandum and warrants and represents that neither (i) the information herein under the caption “THE DEVELOPER” nor (ii) the information relating to the Developer under the subcaption “BONDHOLDERS’ RISKS — Dependence Upon Developer and Landowners” contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading.

General

In general, the activities of a developer in a development such as the District include purchasing the land, designing the subdivision, including the utilities and streets to be installed and any community facilities to be built, defining a marketing program and building schedule, securing necessary governmental approvals and permits for development, arranging for the construction of roads and the installation of utilities (including, in some cases, water, sewer, and drainage facilities, as well as telephone and electric service) and selling improved lots and commercial reserves to builders, developers, or other third parties. The relative success or failure of a developer to perform such activities within a development may have a material effect on the security of the revenue bonds, such as the Bonds, issued by a municipality for a public improvement district. A developer is generally under no obligation to develop the property which it owns in a development. Furthermore, there is no restriction on the developer’s right to sell any or all of the land which the developer owns within a development. In addition, a developer is ordinarily the major tax and assessment payer within a district during its development.

Description of the Developer

The Developer is a member of the Walton Group of Companies, a multinational, privately-owned real estate investment and development group concentrating on the research, acquisition, administration, planning and development of strategically located land in major North American growth corridors. The Walton Group of Companies has more than 35 years of experience administering land investment projects, which has included over 100,000 acres of land in North America.

The Developer is a wholly owned subsidiary of Walton Development & Management (USA), Inc., an Arizona corporation (“WDM USA”). WDM USA is wholly owned by Walton Global Holdings, Ltd., a Delaware corporation (“Walton Global”). WDM USA and its wholly-owned subsidiaries currently operate in more than a dozen states. As one of WDM USA’s subsidiaries, the Developer administers, plans and/or develops land throughout the State of Texas. WDM USA’s combined professional experience in land planning, development and project management services has the breadth and depth of experience required to seamlessly take land through the pre-planning, entitlement, development approval and construction process. That experience has included the following development projects in Colorado, North Carolina and Texas.

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Project # of Units / Project Type SF (+/-) Location Year Completed/Status

BONTERRA Single-family 1,395 Town of Indian First three Phases have been completed residential Trail, Union Constructed Improvements are in the process County, NC of being dedicated to the Town of Indian Trail.

CHISHOLM Single-family Phase I: 169 City of Fort Phase I has been completed and development TRAIL residential Phase II: 233 All Worth, Tarrant activities for Phase II are scheduled to RANCH Phases: 1,031 County, TX commence during the summer of 2017.

SILVER Single-family Phase I: 117 Town of Phase I was completed in December 2016. PEAKS residential Phase II: 147 Lochbuie, Weld Development activities for Phase II All Phases: County, CO commenced in May 2017 with target 1,439 substantial completion of Phase II in March

2018

Developer Texas Projects

The Developer is currently developing the residential portion of Chisholm Trail Ranch, a master-planned community of residential homes and commercial-retail properties located in Tarrant County, Texas.

The Developer completed the first phase of its development earlier this year, and four local, established homebuilders (Antares Homes, Dunhill Homes, HistoryMaker Homes and Sandlin Homes) are currently constructing homes on the developed lots.

In addition to the Chisholm Trail Ranch development project, the Developer is currently administering over 30,000 acres of pre-development land in the State of Texas:

Project Name Location Anticipated Land Use Acres

Anderson Hays County, Texas Residential 82 Bluff Springs 1 Ellis County, Texas Residential 662 Bluff Springs 2 Ellis County, Texas Residential 1,208 Caldwell Valley Caldwell County, Texas Mixed 3,635 Camino Real Hays County, Texas Mixed 1,737 Cornerstone Caldwell County, Texas Mixed 194 Cotton Center Caldwell County, Texas Mixed 3,217 Cottonwood Grayson County, Texas Residential 1,474 Elm Creek Grayson County, Texas Residential 1,061 Gas Lamp District San Marcos, Texas Mixed 495 Grayson Collinsville Grayson County, Texas Mixed 2,116 Greenway Trails Grand Prairie, Texas Mixed 357 Hunt County Hunt County, Texas Mixed 6,714 Kemp Ranch Waxahachie, Texas Mixed 2,813 Kimberlin Heights Grayson County, Texas Mixed 1,459 Kyle Estate Kyle, Texas Residential 629 Pecan Woods Hays County, Texas Mixed 763 Red Oak Crossing Red Oak, Texas Mixed 367 Rock Creek Ranch Fort Worth, Texas Mixed 1,756 Turner Crest Grayson County, Texas Mixed 681 Texas Total 31,419

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Bankruptcy of Certain Canadian Affiliates of Landowners and Developer

Walton International Group Inc. (“WIGI”), an Alberta Canada corporation and certain of its other Canadian affiliates, including affiliates of the Landowners and Developer (collectively, the “CCAA Entities”), announced in April 2017 that such entities obtained an Initial Order (the “Initial Order”) from the Court of Queen’s Bench of Alberta for creditor protection under the Companies’ Creditors Arrangement Act (“CCAA”). The Initial Order authorizes the CCAA Entities to begin a court-supervised restructuring and provides for a broad stay of proceedings against the CCAA Entities and certain affiliated entities that are not parties to the CCAA proceedings. The Initial Order provides the opportunity for the CCAA Entities to finalize and present a CCAA plan to creditors for approval.

The CCAA Entities do not include Walton Global Investments Ltd., Walton USA, WDM USA, Walton Development and Management USA, Walton Asia, Walton Europe, or the independent Canadian limited partnerships or US limited liability companies which own pre-development land and are managed by Walton affiliates, although Walton Global and Walton USA are covered by the stay of proceedings.

All U.S. syndicated limited partnerships and limited liability companies (the “U.S. Issuers”), both pre- development and development project, are excluded from the CCAA proceedings, including the Landowners and the Developer. All CCAA Entities included in the CCAA proceedings are Canadian entities.

Current Defaults

The Landowners are not aware of any defaults with respect to any obligations to pay taxes or assessments on any property they own.

Marketing of the Development

The Landowners and Walton USA are parties to certain agreements related to the ownership, management and sale of the Property. Specifically, the Landowners engaged Walton USA to manage the Property. Walton USA will provide ongoing support for the Property on behalf of the Landowners. Walton USA has entered into funding agreements with Land Fund 4 and Land Fund 5. Pursuant to these agreements, Walton USA has agreed to fund each Land Fund’s share of expenses to the extent the reserve raised by each Land Fund from investors is insufficient; provided however, Walton USA’s obligation to fund any excess expenses is limited to 5% of gross proceeds raised by the Land Fund as part of their respective offerings. The limited partners owning Class A Units in Land Fund 4 and Land Fund 5 are not Walton-owned entities; those Class A limited partnership units were acquired by investors pursuant to private offerings of Land Fund 4 and Land Fund 5.

In addition to their engagement of Walton USA, the Landowners engaged the Developer to perform certain preliminary development concept planning services for the Property. Wholly independent of the Major Improvements, the Developer will continue to provide such preliminary development concept planning services so long as Landowners own the Property. Walton USA and the Developer will continue to perform their responsibilities under such agreements to prepare the Property within the Development for sale. The Landowners have not yet engaged the Developer for development of the District, including the Private Improvements.

The Developer provides ongoing support for its development projects and anticipates that it will continue to market the property within the Development after lots are sold. Historically, coordinated marketing programs for similar projects include some or all of the following: property signage, online media, print media, radio media, billboards, realtor appreciation programs, and marketing events (grand openings, realtor events, etc.) and third party 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 regularly during the year to make sure funds are being spent in the most effective manner. The WDM marketing program is in addition to the home builder’s individual marketing programs.

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Executive Biography of Principals of the Developer

John Vick, Regional President, West USA, for Walton Development & Management (USA), Inc.

John Vick is the Regional President, West USA for Walton Development & Management (USA), Inc. (“WDM”). John joined the Walton Group of Companies in 2012 as Regional Vice President of the D.C. Metro Area, bringing with him more than 30 years of experience and management in real estate. Prior to attaining his current role John held the position of President, Washington D.C. for WDM. In his current role, John is responsible for the activities for Walton Development & Management (USA), Inc. (“WDM”) in Arizona, California, Colorado, Illinois, Oklahoma and Texas and South USA, including managing the entitlement process for residential, commercial and industrial projects, including both new master plans and existing developments. He also collaborates with agencies, governments, landowners and stakeholders in addition to participating in the land acquisition process.

Prior to joining Walton, John was a Managing Director at Jones Lang LaSalle. In this role, he was responsible for the growth and development of the Development and Asset Strategy portion of the Capital Markets practice in the southeastern United States. The services provided include acquisitions, dispositions, advisory services and investments in land and land-based assets. Assignments for corporate and public sector clients included acquisitions, dispositions and advisory services for clients including Plum Creek Timber Company, Florida State University, Prudential Insurance Company, NCR, Whirlpool, BP, City of Miami, Mead/Westvaco, Motorola, Wachovia, Marriott, Lone Star Funds, Adidas, Sprint, Mercy Hospital, HealthSouth, Georgia Tech, Beers Construction, Bellsouth, Boston Ventures, and Pauahi Management Co.

Previously, John was President and Chief Operating Officer of Perini Land & Development Company, a wholly owned subsidiary of Perini Corporation, responsible for operations nationwide. Reporting directly to the parent company chairman, John’s duties included managing assets in Massachusetts, Georgia, Florida, Arizona and 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, construction, operations, sales and marketing for projects including mixed-use land development; high- rise condominium development and a garden apartment development.

John holds a Bachelor of Science degree in Civil Engineering from Texas A&M University and a Masters of Business Administration from Georgia State University, with a concentration in Finance. He is a registered Professional Engineer in Texas, a licensed real estate broker in Georgia and has a Six Sigma Green Belt certification.

Matt Robinson, General Manager of Dallas-Fort Worth (DFW), Walton Development and Management South USA.

Matt Robinson is the General Manager of Dallas-Fort Worth (DFW) for Walton Development and Management South USA. Matt joined WDM in 2013 as a General Manager. Matt has 20 years of combined experience in the study and management of engineering, planning and entitlements, residential and commercial project management, construction management, and land acquisition and disposition. In his current role, Matt manages Walton’s DFW land holdings, totaling over 20,000 acres and his responsibilities include conducting due diligence associated with the research and acquisition of land, managing teams of third-party consultants to facilitate the entitlement and development process, and providing support for various departments within the company by writing update materials and giving presentations to various internal and external audiences. Further, Matt assists in the compilation and completion of detailed development pro formas to assist with the development process.

Prior to his career with WDM, Matt was Vice President of Development for Greater Texas Land Resources, L.P. (GTLR) in Frisco, Texas. In this role, he successfully managed over 4,000 acres of land throughout the Dallas and Fort Worth metroplex (DFW). This effort included the acquisition, entitlement, development and disposition of mix use properties managed by GTLR.

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Previously, Matt was Vice President of Land Development for Pulte Homes, Inc. in Coppell, Texas, responsible for managing the daily operations of the entitlement and development of 1,600 lots per year in DFW, including the 1,400 acre active adult golf community known as Frisco Lakes by Del Webb in Frisco, Texas. In addition, Matt assisted Finance and Acquisition in the due diligence of new projects, Sales with marketing of projects, and Construction with municipal permitting and construction related issues.

At the beginning of his career, Matt worked at Carter & Burgess and was promoted to Associate, managing all phases of project due diligence, entitlements and construction activities for a multitude of residential communities throughout DFW. Matt’s client list included many of DFW’s top developers and homebuilders.

Matt attended Texas Tech University, obtaining a Bachelor of Science in Civil Engineering. He is professionally licensed to practice engineering in the State of Texas (License #87880). He is currently serving on the Board of Directors and is Vice President/Secretary for the Dallas Builders Association and is a member of the Urban Land Institute (ULI), Fort Worth Chamber of Commerce, Dallas Regional Chamber, and a Past President and Board of Director for the Prosper Developers Council.

Acquisition of the Property in the District

The Property Acquisition. All of the property within the District except for the University Property (as defined below) is currently owned by entities affiliated with Walton International Group (USA), Inc., an Arizona corporation (“Walton USA”). The property owners in the District are (1) Walton Texas LP, a Texas limited partnership (“Walton Texas”), a wholly owned subsidiary of Walton USA), (2) WUSF 4 Rock Creek, LP, a Texas limited partnership (“WUSF4”), and (3) WUSF 5 Rock Creek East LP, a Texas limited partnership (“WUSF5,” and together with Walton Texas and WUSF4, collectively referred to as the “Landowners”).

Walton Texas entered into a purchase contract for the property within the Western Improvement Area of 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 5% tenancy-in-common interest and WUSF4 now owns an undivided 95% tenancy-in-common interest in the property within Western Improvement Area.

Walton Texas and WUSF5 entered into a purchase contract for the property within the Eastern Improvement Area with the State of Texas on October 24, 2013, and such property was transferred by deed on August 27, 2015. Following a series of transactions, the last of which occurred on November 12, 2015, WUSF5 now owns an undivided 95% tenancy-in-common interest and Walton Texas now owns an undivided 5% tenancy-in- common interest in the property within the Eastern Improvement Area.

On December 15, 2016, Walton Texas and WUSF4 donated eighty (80) acres of land within the Western Improvement Area (the “University Property”) to the Texas A&M University System (the “University System”), an agency of the State of Texas, for the use and benefit of the University.

All of the property within the District was acquired with funds of the respective Landowners raised through investors, and no traditional real estate acquisition loans are in place at this time. As development of the Property progresses, the Landowners and the Developer anticipate that such future development, including construction of the Private Improvements will be financed through any combination of the following: (i) proceeds from the sale of finished lots within the District, (ii) traditional bank financing or (iii) capital reserves of the Landowners.

Currently, however, no loans, lot sale proceeds or equity contributions have been identified, and financing for the Development, other than the Major Improvements being financed by the Bonds has not been obtained.

THE SPECIAL ASSESSMENT CONSULTANT

Development Property Finance Group (“DPFG”) provided the Service and Assessment Plan to the City and the Developer. DPFG (www.dpfg.com) is a national real estate consulting firm with 11 offices in eight states (California, Arizona, Colorado, Nevada, Idaho, Texas, Florida and North Carolina). Since its inception in 1991, it

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has focused on providing real estate and financial consulting services principally to residential and commercial real estate developers as well as lenders, public agencies and other institutional investors. A key emphasis is identifying the lowest cost and the lowest risk manner of financing and funding public improvements and infrastructure such as roadways, utilities, etc. as well as the vertical improvements of a project.

To accomplish this, DPFG typically provides, among others, the following services:

• Preparation of financial analyses and projections; • Preparation of financial feasibility studies, including compliance analyses with debt covenants; • Identification of available and applicable public/private financing alternatives; • Preparation of fiscal and economic impact studies; • Negotiation of development agreements; • Evaluation of development impact fee arrangements; • Tracking of reimbursable development costs; and • Structuring of reimbursement agreements.

The financing programs that are involved usually include some type of public financing and/or public/private partnerships. These have included land secured financings such as municipal utility districts, public improvement districts, tax increment reinvestment zones, community facility districts, as well as general obligation, revenue and assessment bonds. The firm has been involved in the formation, structuring, feasibility analysis and issuance of more than $15.0 billion of bonds for more than 2,200 special taxing districts (or their equivalents) since 1991.

THE PID ADMINISTRATOR

Municap, Inc. is the City’s ongoing administrator for certain existing public improvement districts within the City, and will be the ongoing administrator of the District.

Municap is a public finance consulting firm with a specialized consulting practice providing services related to the formation and administration of special tax and special assessment districts. Municap currently acts as the administrator for 156 special assessment and taxing districts in 19 states, including 35 public improvement districts in Texas (including the District).

APPRAISAL OF PROPERTY WITHIN THE DISTRICT

The Appraisal

General. Jackson Claborn, Inc. (the “Appraiser”), prepared an appraisal report for the City dated June 19, 2017, based upon a physical inspection of the District conducted on May 26, 2017 (the “Appraisal”). The Appraisal was prepared at the request of the City and the Underwriter. The description herein of the Appraisal is intended to be a brief summary only of the Appraisal as it relates to the District. The Appraisal is attached hereto as APPENDIX F and should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions, hypothetical conditions and qualifications, which are set forth therein. See “APPENDIX F — Appraisal of the District.”

Value Estimates. The Appraiser estimated the aggregate retail value of the fee simple interest in the tract of land comprising the District on an “As Is” and “As Complete” basis. The “As Complete” basis assumes that the Major Improvement Projects have been completed as proposed. For purposes of the appraisal, the cost of the Major Improvements was assumed to be $8,483,636. See “THE DEVELOPMENT — Development Plan.” Moreover, the Appraisal reflects the value of the District as if sold to a single purchaser in a single transaction. See “APPENDIX F — Appraisal of the District.”

The Appraisal notes that the property within the District is relatively unique in the fact that it represents one of the largest assembled tracts of undeveloped vacant land in Tarrant County and there have been no other sales of this magnitude sold in recent history. Therefore, the appraisal utilized sales of substantially smaller tracts of land

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in its valuation. Furthermore, all of the verified transactions represent sales of properties with public water and sanitary sewer available. As such, it is the opinion of the appraiser that a prudent purchaser would consider the value of the subject in its “As Is” condition to be based on the prospective value of the subject less the cost to provide the utilities services and accounting for risk and profit. Thus, the appraisal determines the value of the subject on an “As Complete” basis first and then deducted the projected cost to arrive at an “As Is” value.

The “As Is” and “As Complete” value estimates for the assessable property within the District using the methodologies described in the Appraisal and subject to the limiting conditions and assumptions set forth in the Appraisal, as of May 15, 2017 and February 16, 2019 are $40,810,000 and $51,500,000, respectively.

Office Market. According to the Appraisal, the occupancy rate for office space in the submarket area has fluctuated over the last seven quarters but has maintained its rate the last two quarters. As of current quarter, the occupancy rate in the submarket is 91.5% compared to the five-year average of 92.4%. The average lease rate in the submarket area has continually increased over the last five years. As of the current quarter, the average lease rate in the submarket is $24.47/SF compared to the five-year average of $21.34/SF. Overall, with occupancy rate fluctuating and rental rates increasing, new speculative office development is considered feasible at this time.

Retail Market. According to the Appraisal, an additional use which must be considered as a part of the highest and best use “as if vacant” is the possibility of the property being left vacant and held for speculative investment. This would only be the choice of uses if there were no present demand for the use that meets the other test. This is not the case in the present real estate market where the property is situated. As stated in the market analysis of this report, the implied feasibility of office as well as single family and multifamily development is feasible at this time, while the implied feasibility of retail is only marginally feasible at this time.

Value to Assessment Burden Ratio

The primary security for the Bonds will consist of Pledged Revenues (which, in turn, primarily consist of the Annual Installments of the Major Improvement Special Assessments). Subject to the extraordinary assumptions and hypothetical conditions stated therein, the Appraisal sets forth the estimated “as complete” value of the property subject to assessment within the District to be $51,500,000. As noted above, the estimated “as complete” value of the property within the District assumes (among other matters) completion of the Major Improvements, a portion of which will be financed with the proceeds of the Bonds. See “THE DEVELOPMENT.”

When compared to the estimated “as complete” value of the assessable property in the District ($51,500,000), the principal amount of the Bonds has an estimated value to assessment burden ratio of 3.68 to 1.

In comparing the appraised value of the real property within the District and the aggregate principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Major Improvement Special Assessment can be foreclosed upon, and the real property within the District cannot be foreclosed upon as a whole to pay delinquent Major Improvement Special Assessments of the owners of such parcels within the District unless all of the property is subject to a delinquent Major Improvement Special Assessment. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Assessments levied against such parcels.

Other public entities whose boundaries overlap those of the District currently impose ad valorem taxes on the property within the District and will likely do so in the future. Such entities could also impose assessment liens on the property within the District. Liens created on the property within the District through the levy of ad valorem taxes as well as liens created through the levy of the Major Improvement Special Assessments are a first and prior lien superior to all others. For example, construction loans may be obtained by the Developer or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within the District, however, will be in a junior position to ad valorem tax and assessment liens. See “OVERLAPPING TAXES AND DEBT” and “ASSESSMENT PROCEDURES.”

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BONDHOLDERS’ RISKS

Before purchasing any of the Bonds, prospective investors and their professional advisors should carefully consider all of the risk factors described below which may create possibilities wherein interest may not be paid when due or that the Bonds may not be paid at maturity or otherwise as scheduled, or, if paid, without premium, if applicable. The following risk factors (which are not intended to be an exhaustive listing of all possible risks associated with an investment in the Bonds) should be carefully considered prior to purchasing any of the Bonds. Moreover, the order of presentation of the risks summarized below does not necessarily reflect the significance of such investment risks.

THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. THE BONDS DO NOT GIVE RISE TO A 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 AND OTHER FUNDS COMPRISING THE TRUST ESTATE, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE. NO OWNER OF THE 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 PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE.

The ability of the City to pay debt service on the Bonds as due is subject to various factors that are beyond 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 flow delays associated with the institution of foreclosure and enforcement proceedings against property within the District, (c) general and local economic conditions which may impact real property values, the ability to liquidate real property holdings and the overall value of real property development projects, and (d) general economic conditions which may impact the general ability to market and sell the lots within the District, it being understood that poor economic conditions within the City, State and region may slow the assumed pace of sales of such lots.

The rate of development of the property in the District is directly related to the vitality of the residential housing industry. In the event that the sale of the lands within the District should proceed more slowly than expected and the Developer is unable to pay the Major Improvement Special Assessments, only the value of the lands, with improvements, will be available for payment of the debt service on the Bonds, and such value can only be realized through the foreclosure or expeditious liquidation of the lands within the District. There is no assurance that the value of such lands will be sufficient for that purpose and the expeditious liquidation of real property through foreclosure or similar means is generally considered to yield sales proceeds in a lesser sum than might otherwise be received through the orderly marketing of such real property.

The Underwriter is not obligated to make a market in or repurchase any of the Bonds, and no representation is made by the Underwriter, the City or the City’s Financial Advisor that a market for the Bonds will develop and be maintained in the future. If a market does develop, no assurance can be given regarding future price maintenance of the Bonds.

The City has not applied for or received a rating on the Bonds. The absence of a rating could affect the future marketability of the Bonds. There is no assurance that a secondary market for the Bonds will develop or that holders who desire to sell their Bonds prior to the stated maturity will be able to do so.

Deemed Representations and Acknowledgment by Purchasers

Each purchaser of Bonds (“Purchaser”) will be deemed to have acknowledged and represented to the City the matters set forth under the heading “LIMITATIONS APPLICABLE TO PROSPECTIVE PURCHASERS”

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which include among others a representation and acknowledgment that the purchase of the Bonds involves investment risks, certain of which are set forth under this heading “BONDHOLDERS’ RISKS” and elsewhere herein, and such purchaser, either alone or with its purchaser representative(s) (as defined in Rule 501(h) of Regulation D under the Securities Act), has sophisticated knowledge and experience in financial and business matters and the capacity to evaluate such risks in making an informed investment decision to purchase the Bonds, and the purchaser can afford a complete loss of its investment in the Bonds.

Assessment Limitations

Annual Installments of Major Improvement Special Assessments are billed to property owners in the District. Annual Installments are due and payable, and bear the same penalties and interest for non-payment, as for ad valorem taxes as set forth under “ASSESSMENT PROCEDURES” herein. Additionally, Annual Installments established by the Service and Assessment Plan correspond in number and proportionate amount to the number of installments and principal amounts of Bonds maturing in each year, and the annual collection costs for such year. See “ASSESSMENT PROCEDURES” herein. The unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Annual Installments of Major Improvement Special Assessment payments in the future.

In order to pay debt service on the Bonds, it is necessary that Annual Installments are paid in a timely manner. Due to the lack of predictability in the collection of Annual Installments in the District, the City has established a Bond Reserve Account in the Reserve Fund, to be funded from the proceeds of the Bonds, to cover delinquencies. The Annual Installments are secured by the Assessment Lien. However, there can be no assurance that foreclosure proceedings will occur in a timely manner so as to avoid depletion of the Bond Reserve Account and delay in payments of debt service on the Bonds. See “BONDHOLDERS’ RISKS — Remedies and Bankruptcy” herein.

Upon an ad valorem tax lien foreclosure event of a property within the District, any Major Improvement Special Assessment that is also delinquent will be foreclosed upon in the same manner as the ad valorem tax lien (assuming all necessary conditions and procedures for foreclosure are duly satisfied). To the extent that a foreclosure sale results in insufficient funds to pay in full both the delinquent ad valorem taxes and the delinquent Special Assessments, the liens securing such delinquent ad valorem taxes and delinquent Special Assessments would likely be extinguished. Any remaining unpaid balance of the delinquent Special Assessments would then be an unsecured personal liability of the original property owner.

Based upon the language of Texas Local Government Code, § 372.017(b), case law relating to other types of assessment liens and opinions of the Texas Attorney General, the Assessment Lien as it relates to installment payments that are not yet due should remain in effect following an ad valorem tax lien foreclosure, with future installment payments not being accelerated. Texas Local Government Code § 372.018(d) supports this position, stating that an Assessment Lien runs with the land and the portion of an assessment payment that has not yet come due is not eliminated by foreclosure of an ad valorem tax lien.

The Assessment Lien is superior to any homestead rights of a property owner that were properly claimed after the adoption of the Assessment Ordinance. However, an Assessment Lien may not be foreclosed upon if any homestead rights of a property owner were properly claimed prior to the adoption of the Assessment Ordinance (“Pre-existing Homestead Rights”) for as long as such rights are maintained on the property. It is unclear under Texas law whether or not Pre-existing Homestead Rights would prevent the Assessment Lien from attaching to such homestead property or instead cause the Assessment Lien to attach, but remain subject to, the Pre-existing Homestead Rights.

Under Texas law, in order to establish homestead rights, the claimant must show a combination of both overt acts of homestead usage and intention on 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 as a homestead must be a present one, not an intention to make the property a homestead at some indefinite time in the future. As of the date of adoption of the Assessment Ordinance, no such homestead rights had been claimed. Furthermore, the Landowner is not eligible to claim homestead rights and the Landowner has represented that it initially intends to own all property

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within the District as of the date of the Assessment Ordinance. Consequently, there are and can be no homestead rights on the Assessed Property superior to the Assessment Lien and, therefore, the Assessment Liens may be foreclosed upon by the City.

Failure by owners of the parcels to pay Annual Installments when due, depletion of the Reserve Fund, delay in foreclosure proceedings, or the inability of the City to sell parcels which have been subject to foreclosure proceedings for amounts sufficient to cover the delinquent installments of Special Assessments levied against such parcels may result in the inability of the City to make full or punctual payments of debt service on the Bonds.

THE SPECIAL ASSESSMENTS CONSTITUTE A FIRST AND PRIOR LIEN AGAINST THE PROPERTY ASSESSED, SUPERIOR TO ALL OTHER LIENS AND CLAIMS EXCEPT LIENS AND CLAIMS FOR STATE, COUNTY, SCHOOL DISTRICT OR MUNICIPALITY AD VALOREM TAXES AND IS A PERSONAL OBLIGATION OF AND CHARGE AGAINST THE OWNERS OF PROPERTY LOCATED WITHIN MAJOR IMPROVEMENT AREA OF THE DISTRICT.

Risks Related to the Current Real Estate Market

Within the last ten years, the real estate market experienced significant slowing of new home sales and new home closings due in part to the subprime mortgage crisis involving adjustable rate mortgages and other creative mortgage financing tools that allowed persons with higher credit risk to buy homes. The economic crisis that resulted from higher interest rates, at a time when many subprime mortgages were due to reset their interest rates, reduced the availability of mortgages to many potential home buyers, making entry into the real estate market difficult. Such downturns in the real estate market and other factors, including general economic conditions, are beyond the control of the Developer or the City and are impossible to predict, and may impact the timing of lot and home sales within the District.

Competition

The housing industry in the Dallas-Fort Worth area is very competitive, and none of the Developer, the City, the City’s Financial Advisor or the Underwriter can give any assurance that the building programs which are planned will ever commence. The competitive position of the Developer in the sale of developed lots or of any other homebuilder in the construction and sale of single-family residential units is affected by most of the factors discussed in this section, and such competitive position is directly related to maintenance of market values in the District.

Loss of Tax Exemption

The Indenture contains covenants by the City intended to preserve the exclusion from gross income of interest on the Bonds for federal income tax purposes. As discussed under the caption “TAX MATTERS” herein, interest on the Bonds could become includable in gross income for purposes of federal income taxation, retroactive to the date the Bonds were issued, as a result of future acts or omissions of the City in violation of its covenants in the Indenture.

Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law and could affect the market price or marketability of the Bonds. Any such proposal could limit the value of certain deductions and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such proposal being enacted cannot be predicted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters.

Bankruptcy

The payment of Major Improvement Special Assessments and the ability of the City to foreclose on the lien of a delinquent unpaid Special Assessment may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure. Although bankruptcy

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proceedings would not cause the Major Improvement Special Assessments to become extinguished, bankruptcy of a property owner in all likelihood would result in a delay in prosecuting foreclosure proceedings. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds, and the possibility that delinquent Major Improvement Special Assessments might not be paid in full.

Direct and Overlapping Indebtedness, Assessments and Taxes

The ability of an owner of property within the District to pay the Special Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of the District currently impose ad valorem taxes on the property within the District and will likely do so in the future. Such entities could also impose assessment liens on the property within the District. The imposition of additional liens, or for private financing, may reduce the ability or willingness of the landowners to pay the Major Improvement Special Assessments.

Depletion of Reserve Fund; No Prefunding of Delinquency and Prepayment Reserve Account

Failure of the owners of property within the District to pay the Major Improvement Special Assessments when due could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the resale of property upon a foreclosure or otherwise or delinquency redemptions after a foreclosure sale, if any. There could be a default in payments of the principal of and interest on the Bonds if sufficient amounts are not available in the Reserve Fund. The Delinquency and Prepayment Reserve Account of the Reserve Fund is not funded from the proceeds of the Bonds. Instead, the Delinquency and Prepayment Reserve Requirement of the Delinquency and Prepayment Reserve Account is accumulated over the course of approximately ___ years by the mechanism described in “SECURITY FOR THE BONDS – Delinquency and Prepayment Reserve Account of the Reserve Fund.” The Indenture provides that if, after a withdrawal from the Bond Reserve Account of the Reserve Fund or from the Delinquency and Prepayment Reserve Account of the Reserve Fund, the amounts within such account equal less than the Reserve Account Requirement or the Delinquency and Prepayment Reserve Requirement, as applicable, the Trustee shall transfer an amount from the Pledged Revenue Fund to the Reserve account sufficient to cure such deficiency. See “SECURITY FOR THE BONDS — Reserve Fund” and, “SECURITY FOR THE BONDS – Delinquency and Prepayment Reserve Account of the Reserve Fund.”

Hazardous Substance

While governmental taxes, assessments and charges are a common claim against the value of a parcel, other less common claims may be relevant. One of the most serious in terms of the potential reduction in the value that may be realized to the assessment is a claim with regard to a hazardous substance. In general, the owners and operators of a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or “Superfund Act,” is the most well-known and widely applicable of these laws. It is likely that, should any of the parcels of land located in the District be affected by a hazardous substance, the marketability and value of parcels would be reduced by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

The value of the land within the District does not take into account the possible liability of the owner (or operator) for the remedy of a hazardous substance condition of the parcel. The City has not independently verified, and is not aware, that the owner (or operator) of any of the parcels within the District has such a current liability with respect to such parcel; however, it is possible that such liabilities do currently exist and that the City is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to any of the land within the District resulting from the existence, currently, of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel that is realizable upon a delinquency.

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See “THE DEVELOPMENT — Environmental” for discussion of previous Phase I ESA performed on property within the District.

Regulation

Development within the District may be subject to future federal, state and local regulations. Approval may be required from various agencies from time to time in connection with the layout and design of development in the District, the nature and extent of public improvements, land use, zoning and other matters. Failure to meet any such regulations or obtain any such approvals in a timely manner could delay or adversely affect development in the District and property values.

Bondholders’ Remedies and Bankruptcy

In the event of default in the payment of principal of or interest on the Bonds or the occurrence of any other Event of Default under the Indenture, and upon the written request of the owners of the Bonds of not less than a 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 suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for mandamus or the specific performance of any covenant or agreement contained therein or in aid or execution of any power granted or for the enforcement of any proper legal or equitable remedy, as the Trustee shall deem most effectual to protect and enforce such rights. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the Bonds or the Indenture and the City’s obligations are not uncertain or disputed. The remedy of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The owners of the Bonds cannot themselves foreclose on property within the District or sell property within the District in order to pay the principal of and interest on the Bonds. The enforceability of the rights and remedies of the owners of the Bonds further may be limited by laws relating to bankruptcy, reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions such as the City. In this regard, should the City file a petition for protection from creditors under federal bankruptcy laws, the remedy of mandamus or the right of the City to seek judicial foreclosure of its Assessment Lien would be automatically stayed and could not be pursued unless authorized by a federal bankruptcy judge. See “BONDHOLDERS’ RISKS — Bankruptcy Limitation to Bondholders’ Rights” herein.

Any bankruptcy court with jurisdiction over bankruptcy proceedings initiated by or against a property owner within the District pursuant to the Federal Bankruptcy Code could, subject to its discretion, delay or limit any attempt by the City to collect delinquent Special Assessments, or delinquent ad valorem taxes, against such property owner.

In addition, in 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) (“Tooke”) that a waiver of sovereign immunity must be provided for by statute in “clear and unambiguous” language. In so ruling, the Court declared that statutory language such as “sue and be sued,” in and of itself, did not constitute a clear and unambiguous waiver of sovereign immunity. In Tooke, the Court noted the enactment in 2005 of sections 271.151-.160, Texas Local Government Code (the “Local Government Immunity Waiver Act”), which, according to the Court, waives “immunity from suit for contract claims against most local governmental entities in certain circumstances.” The Local Government Immunity Waiver Act covers cities and relates to contracts entered into by cities for providing goods or services to cities. The City is not aware of any Texas court construing the Local Government Immunity Waiver Act in the context of whether contractual undertakings of local governments that relate to their borrowing powers are contracts covered by the Act. Because it is unclear whether the Texas legislature has effectively waived the City’s sovereign immunity from a suit for money damages in the absence of City action, the Trustee or the owners of the Bonds may not be able to bring such a suit against the City for breach of the Bonds or the Indenture covenants. As noted above, the Indenture provides that owners of the Bonds may exercise the remedy of mandamus to enforce the obligations of the City under the Indenture. Neither the remedy of mandamus nor any other type of injunctive relief was at issue in Tooke, and it is unclear whether Tooke will be construed to have any effect with respect to the exercise of mandamus, as such remedy has been interpreted by Texas courts. In general, Texas courts have held that a writ of mandamus may be issued to require public officials

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to perform ministerial acts that clearly pertain to their duties. Texas courts have held that a ministerial act is defined as a legal duty that is prescribed and defined with a precision and certainty that leaves nothing to the exercise of discretion or judgment, though mandamus is not available to enforce purely contractual duties. However, mandamus may be used to require a public officer to perform legally-imposed ministerial duties necessary for the performance of a valid contract to which the State or a political subdivision of the State is a party (including the payment of monies due under a contract).

On April 1, 2016, the Texas Supreme Court ruled in Wasson Interests, Ltd. v. City of Jacksonville, 59 Tex. Sup. Ct. J. 524 (Tex. 2016) that governmental immunity does not imbue a city with derivative immunity when it performs proprietary, as opposed to governmental, functions in respect to contracts executed by a city. Texas jurisprudence has generally held that proprietary functions are those conducted by a city in its private capacity, for the benefit only of those within its corporate limits, and not as an arm of the government or under the authority or for the benefit of the state. In Wasson, the Court recognized that the distinction between governmental and proprietary functions is not clear. Therefore, in considering municipal breach of contract cases, it is incumbent on the courts to determine whether a function is proprietary or governmental based upon the common law and statutory guidance. Issues related to the applicability of governmental immunity as they relate to the issuance of municipal debt have not been adjudicated. Each situation will be evaluated based on the facts and circumstances surrounding the contract in question.

No Acceleration

The Indenture does not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Indenture.

Bankruptcy Limitation to Bondholders’ Rights

The enforceability of the rights and remedies of the owners of the Bonds may be limited by laws relating to bankruptcy, reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions such as the City. The City is authorized under Texas law to voluntarily proceed under Chapter 9 of the Federal Bankruptcy Code, 11 U.S.C. 901-946. The City may proceed under Chapter 9 if it (1) is generally not paying its debts, or unable to meet its debts, as they become due, (2) desires to effect a plan to adjust such debts, and (3) has either obtained the agreement of or negotiated in good faith with its creditors, is unable to negotiate with its creditors because negotiation is impracticable, or reasonably believes that a creditor may attempt to obtain a preferential transfer.

If the City decides in the future to proceed voluntarily under the Federal Bankruptcy Code, the City would develop and file a plan for the adjustment of its debts, and the Bankruptcy Court would confirm the plan if (1) the plan complies with the applicable provisions of the Federal Bankruptcy Code, (2) all payments to be made in connection with the plan are fully disclosed and reasonable, (3) the City is not prohibited by law from taking any action necessary to carry out the plan, (4) administrative expenses are paid in full, (5) all regulatory or electoral approvals required under Texas law are obtained and (6) the plan is in the best interests of creditors and is feasible. The rights and remedies of the owners of the Bonds would be adjusted in accordance with the confirmed plan of adjustment of the City’s debt.

Management and Ownership

The management and ownership of the Developer and Landowners could change in the future. Currently, the Developer has not entered into an agreement to develop the land within the District or construct the Private Improvements. Purchasers of the Bonds should not rely on the management experience of the Developer or the Landowner. There are no assurances that such entities will not sell the subject property or that officers will not resign or be replaced. In such circumstances, a new developer or new officers in management positions may not have comparable experience in projects comparable to the Development.

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General Risks of Real Estate Investment and Development

Investments in undeveloped or developing real estate are generally considered to be speculative in nature and to involve a high degree of risk. The Development will be subject to the risks generally incident to real estate investments and development. Many factors that may affect the Development, as well as the operating revenues of the Developer and/or Landowners, including those derived from the Development, are not within the control of the Developer and/or Landowners. Such factors include changes in national, regional and local economic conditions; changes in long and short term interest rates; changes in the climate for real estate purchases; changes in demand for or supply of competing properties; changes in local, regional and national market and economic conditions; unanticipated development costs, market preferences and architectural trends; unforeseen environmental risks and controls; the adverse use of adjacent and neighboring real estate; changes in interest rates and the availability of mortgage funds to buyers of the homes to be built in the Development, which may render the sale of such homes difficult or unattractive; acts of war, terrorism or other political instability; delays or inability to obtain governmental approvals; changes in laws; moratorium; acts of God (which may result in uninsured losses); strikes; labor shortages; energy shortages; material shortages; inflation; adverse weather conditions; contractor or subcontractor defaults; and other unknown contingencies and factors beyond the control of the Developer and Landowners. Furthermore, the operating revenues of the Landowners may be materially adversely affected if specific conditions in the future lot purchase contracts are not met. Typically, failure to meet the lot purchase contract’s conditions allows the applicable lot purchaser to terminate its obligation to purchase lots from the Landowners and obtain its earnest money deposit back. Additionally, during the “Review Period” under the lot purchase contracts (generally 30 days from execution), typically, the lot purchaser may terminate the lot purchase contract for any reason. In addition, currently there are no purchase contracts in effect or under negotiation with respect to the Development. No assurance can be given that the Landowners or Developer will enter into future land purchase contracts.

The Development cannot be initiated or completed without the Developer obtaining a variety of governmental approvals and permits, some of which have already been obtained. Certain permits are necessary to initiate construction of each phase of the Development and to allow the occupancy of residences and to satisfy conditions included in the approvals and permits. There can be no assurance that all of these permits and approvals can be obtained or that the conditions to the approvals and permits can be fulfilled. The failure to obtain any of the required approvals or fulfill any one of the conditions could cause materially adverse financial results for the Developer.

Dependence Upon Developer and Landowners

Initial Liability for Assessments. The Landowners, as the owners of the Assessed Property in the District, currently have the obligation for payment of 100% of the Major Improvement Special Assessments or the Annual Installments thereof. The ability of the Landowners to make full and timely payment of the Major Improvement Special Assessments will directly affect the ability of the City to meet its debt service obligations with respect to the Bonds. The timeline for the full build out of the Development is 15-20 years. This long development time period means that the Landowners will be largely responsible for the payment of a significant portion of the Major Improvement Special Assessments for some number of years. The sole assets of the Landowner are land within the District, and minor operating accounts. The Landowners were initially funded through private investors and equity. The Landowners anticipate that portions of the Development will be sold over time and the sale proceeds should be available for the payment of future assessments. There is no assurance, however, that any land will ultimately be sold by the Landowners or that any sale would be to unrelated third parties, as opposed to Affiliates of the Landowner. The source of funding for future land development activities and infrastructure construction to develop the remaining lots proposed for the District also consists of proceeds from Additional Obligations and proceeds of lot sales, as well as possible future bank financing and equity contributions by the Landowners and their investors. There can be no assurances given as to the financial ability of the Developer or Landowners to develop lots within the District or construct the Private Improvements, to pay the Major Improvement Special Assessments, or to advance any funds to the City to supplement revenues from Financial Statements of the Developer and Landowners are not publically available, the Major Improvement Special Assessments if necessary, or as to whether the Developer will advance such funds.

Moreover, the City will pay the Developer, or the Developer’s designee, from proceeds of the Bonds for project costs actually incurred in developing and constructing the Major Improvements within the District. See

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“THE MAJOR IMPROVEMENTS — General” and “THE DEVELOPMENT — Development Plan.” There can be no assurances given as to the financial ability of the Developer to complete such improvements. The source of funding for future land development activities and infrastructure construction necessary for delivery of developed lots is anticipated to include proceeds from Additional Obligations, proceeds of lot sales, and equity contributions by the Developer and/or Landowners and their partners. However, no firm banking or financial arrangements have been made to date for the Development.

The Developer and the Landowners will not guarantee or otherwise be obligated to pay debt service on the Bonds. However, the completion of the Development is dependent upon the receipt of funds from the Developer in addition to proceeds of the Bonds. In addition, payment of the Major Improvement Special Assessments on the Assessed Parcels will initially be the responsibility of the Landowners as the initial owners of the Assessed Property.

The Landowners and Developer are only in the preliminary stages of planning for the build out of the Development and the construction of the Private Improvements, including any multifamily commercial or office development. The construction of the Development is expected to continue for a twenty year time period. There are no agreements in place for the development of the property within the District (other than the Major Improvements), or for the financing of the Development and the Private Improvements. The Developer does not plan on beginning construction of the Private Improvements until after the completion of the Major Improvements, the Roadway Improvements and the Non-PID Related Improvements (Brewer Road). Currently, these improvements are not scheduled to be completed until May 2019. If, for any reason, the Development cannot be completed as planned, the Developer or any subsequent property owner will nevertheless remain responsible for the full amount of the applicable Major Improvement Special Assessments, notwithstanding the fact that the amount of the Major Improvement Special Assessments when levied assumed the full development of the Assessed Property.

Dependence on Future Roadway Improvements

While both the development and the University are accessible by an existing two-lane road, the construction of the Roadway Improvements and the Non-PID Roadway Improvements are critical to the successful development and operation of the District and the University. These improvements are not being financed through the issuance of the Bonds and the availability of funds and financing to construct the Roadway Improvements and the Non-PID Roadway Improvements is subject to future action by the City and, with respect to the Non-PID Roadway Improvements, by an affiliate of the Developer and the Developer. While the City, the Developer and an affiliate of the Developer have entered into the Memorandum of Understanding to fund the Roadway Improvements and Non-PID Roadway Improvements, such Memorandum of Understanding is non-binding on the parties thereto, and no assurances can be given that the Roadway Improvements or the Non-PID Roadway Improvements will be financed or constructed by the various parties currently anticipated to do so.

Agricultural Use Valuation and Redemption Rights

All of the property in the District is currently entitled to valuation for ad valorem tax purposes based upon its agricultural use. The Landowners currently have in place two agricultural leases with Crestview Farm LLC (with respect to the Western Improvement Area) and Buster Frierson (with respect to the Eastern Improvement Area). Both leases are for a five-year term, terminable upon 90 days’ notice. Under Texas law, an owner of land that is entitled to an agricultural valuation has the right to redeem such property after a tax sale for a period of two years after the tax sale by paying to the tax sale purchaser a 25% premium, if redeemed during the first year, or a 50% premium, if redeemed during the second year, over the purchase price paid at the tax sale and certain qualifying costs incurred by the purchaser. Although Special Assessments are not considered a tax under Texas law, the PID Act provides that the lien for Major Improvement Special Assessments may be enforced in the same manner as a lien for ad valorem taxes. This shared enforcement mechanism raises a possibility that the right to redeem agricultural valuation property may be available following a foreclosure of a lien for Major Improvement Special Assessments, though there is no indication in Texas law that such redemption rights would be available in such a case.

At closing of the Bonds, the Landowners will execute an Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation (a “Redemption/Waiver Agreement”) with the City. The Landowners will deliver, and require any subsequent purchaser to deliver, into escrow with the Trustee a waiver of

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agricultural valuation, which the Trustee will hold in escrow until it receives further instruction from the City. The City may file the waiver with the Tarrant County Tax Assessor/Collector in the event that the Developer or subsequent owner has not paid ad valorem taxes or the special assessments due in respect of agricultural valuation property. The Redemption/Waiver Agreement will be enforceable by the City. Although each Redemption/Waiver Agreement is intended to protect the City and the bondholders against potential redemption rights of the Landowners in the context of a foreclosure proceeding, there is currently no case law with respect to waiver of redemption rights or an agricultural valuation, therefore it is unclear whether the Redemption/Waiver Agreement is enforceable under Texas law.

Because the enforceability of a Redemption/Waiver Agreement is not certain, as additional protection against the occurrence of a tax sale for non-payment of ad valorem taxes and the associated risk of redemption rights arising, the Developer will deposit with the Trustee concurrently with the Closing on the Bonds an amount equal to the estimated ad valorem taxes assessed against agricultural valuation property to become due in the next two years. Such funds will be held by the Trustee in the Developer Property Tax Account of the Administrative Fund and used by the City to pay delinquent ad valorem taxes on agricultural valuation property and thereby potentially avoid the possibility of a sale for non-payment of ad valorem taxes and the associated risk of redemption rights arising. A proportionate amount of such deposit will be returned to the Developer at such time when no property in the District is valued for ad valorem tax purposes based upon its agricultural use.

TAX MATTERS

Tax Exemption

The delivery of the Bonds is subject to the opinion of Co-Bond Counsel to the effect that interest on the Bonds for federal income tax purposes (1) will be excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended to the date of such opinion (the “Code”), pursuant to section 103 of the Code and existing regulations, published rulings, and court decisions, and (2) will not be included in computing the alternative minimum taxable income of the owners thereof who are individuals or, except as hereinafter described, corporations. A form of Co-Bond Counsel’s opinion is reproduced as APPENDIX D. The statutes, regulations, rulings, and court decisions on which such opinion is based are subject to change.

Interest on the Bonds owned by a corporation will be included in such corporation’s adjusted current earnings for purposes of calculating the alternative minimum taxable income of such corporation, other than an S corporation, a qualified mutual fund, a real estate investment trust, a real estate mortgage investment conduit, or a financial asset securitization investment trust (“FASIT”). A corporation’s alternative minimum taxable income is the basis on which the alternative minimum tax imposed by Section 55 of the Code will be computed.

In rendering the foregoing opinions, Co-Bond Counsel will rely upon representations and certifications of the City made in a certificate dated the date of delivery of the Bonds pertaining to the use, expenditure, and investment of the proceeds of the Bonds and will assume continuing compliance by the City with the provisions of the Indenture subsequent to the issuance of the Bonds. The Indenture contains covenants by the City with respect to, among other matters, the use of the proceeds of the Bonds and the facilities financed therewith by persons other than state or local governmental units, the manner in which the proceeds of the Bonds are to be invested, the periodic calculation and payment to the United States Treasury of arbitrage “profits” from the investment of proceeds, and the reporting of certain information to the United States Treasury. Failure to comply with any of these covenants may cause interest on the Bonds to be includable in the gross income of the owners thereof from the date of the issuance of the Bonds.

Co-Bond Counsel’s opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the representations and covenants of the City described above. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to the matters addressed in the opinion of Co-Bond Counsel, and Co-Bond Counsel’s opinion is not binding on the IRS. The IRS has an ongoing program of auditing the tax-exempt status of the interest on tax-exempt obligations. If an audit of the Bonds is commenced, under current procedures the IRS is likely to treat the City as the “taxpayer,” and the owners of the Bonds would have no right to participate in the audit process. In responding to or defending an audit of the tax-exempt status of the interest on the Bonds, the City may have different or conflicting interests

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from the owners of the Bonds. Public awareness of any future audit of the Bonds could adversely affect the value and liquidity of the Bonds during the pendency of the audit, regardless of its ultimate outcome.

Except as described above, Co-Bond Counsel expresses no other opinion with respect to any other federal, state or local tax consequences under present law, or proposed legislation, resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the Bonds. Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations such as the Bonds may result in collateral federal tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, owners of an interest in a FASIT, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these consequences to their particular circumstances.

Existing law may change to reduce or eliminate the benefit to bondholders of the exclusion of interest on the Bonds from gross income for federal income tax purposes. Any proposed legislation or administrative action, whether or not taken, could also affect the value and marketability of the Bonds. Prospective purchasers of the Bonds should consult with their own tax advisors with respect to any proposed or future changes in tax law.

Tax Accounting Treatment of Discount and Premium on Certain Bonds

The initial public offering price of certain Bonds (the “Discount Bonds”) may be less than the amount payable on such Bonds at maturity. An amount equal to the difference between the initial public offering price of a Discount Bond (assuming that a substantial amount of the Discount Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue discount to the initial purchaser of such Discount Bond. A portion of such original issue discount allocable to the holding period of such Discount Bond by the initial purchaser will, upon the disposition of such Discount Bond (including by reason of its payment at maturity), be treated as interest excludable from gross income, rather than as taxable gain, for federal income tax purposes, on the same terms and conditions as those for other interest on the Bonds described above under “Tax Exemption.” Such interest is considered to be accrued actuarially in accordance with the constant interest method over the life of a Discount Bond, taking into account the semiannual compounding of accrued interest, at the yield to maturity on such Discount Bond and generally will be allocated to an initial purchaser in a different amount from the amount of the payment denominated as interest actually received by the initial purchaser during the tax year.

However, such interest may be required to be taken into account in determining the alternative minimum taxable income of a corporation, for purposes of calculating a corporation’s alternative minimum tax imposed by Section 55 of the Code, and the amount of the branch profits tax applicable to certain foreign corporations doing business in the United States, even though there will not be a corresponding cash payment. In addition, the accrual of such interest may result in certain other collateral federal income tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, owners of an interest in a FASIT, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. Moreover, in the event of the redemption, sale or other taxable disposition of a Discount Bond by the initial owner prior to maturity, the amount realized by such owner in excess of the basis of such Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Discount Bond was held) is includable in gross income.

Owners of Discount Bonds should consult with their own tax advisors with respect to the determination of accrued original issue discount on Discount Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of Discount Bonds. It is possible that, under applicable provisions governing determination of state and local income taxes, accrued interest on Discount Bonds may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment.

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The initial public offering price of certain Bonds (the “Premium Bonds”) may be greater than the amount 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 substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes premium to the initial purchaser of such Premium Bonds. The basis for federal income tax purposes of a Premium Bond in the hands of such initial purchaser must be reduced each year by the amortizable bond premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of premium which is amortizable each year by an initial purchaser is determined by using such purchaser’s yield to maturity.

Purchasers of the Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond premium on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of Premium Bonds.

LEGAL MATTERS

Legal Proceedings

Delivery of the Bonds will be accompanied by the unqualified approving legal opinion of the Attorney General to the effect that the Bonds are valid and legally binding obligations of the City under the Constitution and laws of the State, payable from the Trust Estate and, based upon their examination of a transcript of certified proceedings relating to the issuance and sale of the Bonds, the legal opinion of Co-Bond Counsel, to a like effect.

Kelly Hart & Hallman LLP and McCall, Parkhurst & Horton LLP serve as Co-Bond Counsel and Co- Disclosure Counsel to the City. Bracewell LLP serves as Underwriter’s Counsel. The legal fees paid to Co-Bond Counsel, Co-Disclosure Counsel and Underwriter’s Counsel are contingent upon the sale and delivery of the Bonds.

Legal Opinions

The City will furnish the Underwriter a transcript of certain certified proceedings incident to the authorization and issuance of the Bonds. Such transcript will include a certified copy of the approving opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State, to the effect that the Bonds are valid and binding special obligations of the City. The City will also furnish the legal opinion of Co-Bond Counsel, to the effect that, based upon an examination of such transcript, the Bonds are valid and binding special obligations of the City under the Constitution and laws of the State. The legal opinion of Co- Bond Counsel will further state that the Bonds, including principal of and interest thereon, are payable from and secured by a pledge of and lien on the Trust Estate. Co-Bond Counsel will also provide a legal opinion to the effect that interest on the Bonds will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described above under the caption “TAX MATTERS,” including the alternative minimum tax consequences for corporations. A copy of the opinion of Co-Bond Counsel is attached hereto as “APPENDIX D — Form of Opinion of Co-Bond Counsel.”

Except as noted below, Co-Bond Counsel did not take part in the preparation of the Limited Offering Memorandum, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Co-Bond Counsel, such firm has reviewed the information describing the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF FINANCE — The Bonds” (except for the last paragraph thereof), “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS,” “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Special Assessment Amounts”), “THE DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings,” “LEGAL MATTERS — Legal Opinions,” “CONTINUING DISCLOSURE — The City” (except for the subcaption “The City Compliance with Prior Undertakings”), “SUITABILITY FOR INVESTMENT,” “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS” and APPENDIX B and such firm is of the opinion that the information relating to the Bonds, the Bond Ordinance, the Assessment Ordinance and the Indenture contained therein fairly and accurately describes the laws and legal issues addressed

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therein and, with respect to the Bonds, such information conforms to the Bond Ordinance, the Assessment Ordinance and the Indenture.

The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering 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 judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

Litigation — The City

At the time of delivery and payment for the Bonds, the City will certify that, except as disclosed herein, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or overtly threatened against the City affecting the existence of the District, or seeking to restrain or to enjoin the sale or delivery of the Bonds, the application of the proceeds thereof, in accordance with the Indenture, or the collection or application of the Special Assessments securing the Bonds, or in any way contesting or 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 or application of the Pledged Revenues, or in any way contesting the completeness or accuracy of this Limited Offering Memorandum or any amendment or supplement thereto, or contesting the powers of the City or its authority with respect to the Bonds or any action of the City contemplated by any documents relating to the Bonds.

Litigation — The Developer

At the time of delivery and payment for the Bonds, the Developer will certify that, except as disclosed herein, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory body, public board or body pending, or, to the best knowledge of the Developer, threatened against or affecting the Developer wherein an unfavorable decision, ruling or finding would have a material adverse effect on the financial condition or operations of the Developer or its general partner or would adversely affect (1) the transactions contemplated by, or the validity or enforceability of, the Bonds, the Indenture, the Bond Ordinance, the Service and Assessment Plan, the PID Reimbursement Agreement, the Redemption/Waiver Agreement or the Bond Purchase Agreement, or otherwise described in this Limited Offering Memorandum, or (2) the tax-exempt status of interest on the Bonds (individually or in the aggregate, a “Material Adverse Effect”). Principals of the Developer and their affiliated entities may in the future be parties to pending and/or threatened litigation related to their commercial and real estate development activities. Such litigation occurs in the ordinary course of business and is not expected to have a Material Adverse Effect.

SUITABILITY FOR INVESTMENT

Investment in the Bonds poses certain economic risks. See “BONDHOLDERS’ RISKS.” The Bonds are not rated by any nationally recognized municipal securities rating service. No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or make any representations, 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 authorized by either of the foregoing. Additional information will be made available to each prospective investor, including the benefit of a site visit to the City and the opportunity to ask questions of the Developer, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the Bonds.

ENFORCEABILITY OF REMEDIES

The remedies available to the owners of the Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay. See “BONDHOLDERS’ RISKS — Remedies and Bankruptcy.” Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the

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delivery of the Bonds 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 before or after such delivery.

NO RATING

No application for a rating on the Bonds has been made to any rating agency, nor is there any reason to believe that the City would have been successful in obtaining an investment grade rating for the Bonds had application been made.

CONTINUING DISCLOSURE

The City

Pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), the City, Municap, Inc. and FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc. (in such capacity, the “Dissemination Agent”) has entered into a Continuing Disclosure Agreement (the “Disclosure Agreement of the Issuer”) for the benefit of the Owners of the Bonds (including owners of beneficial interests in the Bonds), to provide, by certain dates prescribed in the Disclosure Agreement of the Issuer, certain financial information and operating data relating to the City (collectively, the “City Reports”). The specific nature of the information to be contained in the City Reports is set forth in “APPENDIX E-1 — Form of Disclosure Agreement of the Issuer.” Under certain circumstances, the failure of the City to comply with its obligations under the Disclosure Agreement of the Issuer constitutes an event of default thereunder. Such a default will not constitute an event of 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 interests in the Bonds) to bring an action for specific performance.

The City has agreed to update information and to provide notices of certain specified events only as provided in the Disclosure Agreement of the Issuer. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided in this Limited Offering Memorandum, except as provided in the Disclosure Agreement of the Issuer. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell the Bonds at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of the Disclosure Agreement of the Issuer or from any statement made pursuant to the Disclosure Agreement of the Issuer.

Compliance with Prior Undertakings

During the last five years, the City believes it has complied in all material respects with its continuing disclosure agreements made in accordance with the Rule. *

The Developer

The Developer, MuniCap, Inc. (the “Administrator”), and the Dissemination Agent have entered into a Continuing Disclosure Agreement (the “Disclosure Agreement of the Developer”) for the benefit of the Owners 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 information regarding the Development and the Major Improvements (collectively, the “Developer Reports”). The specific nature of the information to be contained in the Developer Reports is set forth in “APPENDIX E-2 — Form of Disclosure Agreement of the Developer.” Under certain circumstances, the failure of the Developer or the Administrator to comply with its obligations under the Disclosure Agreement of the Developer constitutes an event of default thereunder. Such a default will not constitute an event of default under the Indenture, but such event of default under the Disclosure Agreement of the Developer

* At the request of the Underwriter for this transaction, additional information is being included as set forth in in the Investor Letter attached hereto as Appendix J, delivered in connection with this transaction.

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would allow the Owners of the Bonds (including owners of beneficial interests in the Bonds) to bring an action for specific performance.

The Developer has agreed to provide (i) certain updated information to the Administrator, which consultant will prepare and provide such updated information in report form and (ii) notices of certain specified events, only as provided in the Disclosure Agreement of the Developer. The Developer has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided in this Limited Offering Memorandum, except as provided in the Disclosure Agreement of the Developer. The Developer makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell the Bonds at any future date. The Developer disclaims any contractual or tort 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 of the Developer. The Developer has not previously entered into any continuing disclosure agreements in accordance with the Rule. The Developer is not an “obligated person” under the Rule.

UNDERWRITING

Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) has agreed to purchase the Bonds from the City at a purchase price of $______(the par amount of the Bonds, less an underwriting discount of $______. The Underwriter’s obligations are subject to certain conditions precedent and if obligated to purchase any of the Bonds the Underwriter will be obligated to purchase all of the Bonds. The Bonds may be offered and sold by the Underwriter at prices lower than the initial offering prices stated on the inside cover page hereof, and such initial offering prices may be changed from time to time by the Underwriter.

REGISTRATION AND QUALIFICATION OF BONDS FOR SALE

The sale of the Bonds has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Bonds have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities acts of any other jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions.

LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS

The PID Act and Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code, as amended) provide that the Bonds are negotiable instruments and investment securities governed by Chapter 8, Texas Business and Commerce Code, as amended, and are legal and authorized investments for insurance companies, fiduciaries, trustees, or for the sinking funds of municipalities or other political subdivisions or public agencies of the State. With respect to investment in the Bonds by municipalities or other political subdivisions or public agencies of the State, the PFIA requires that the Bonds be assigned a rating of at least “A” or its equivalent as to investment quality by a national rating agency. See “NO RATING” above. In addition, the PID Act and various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Bonds are legal investments for state banks, savings banks, trust companies with capital of one million dollars or more, and savings and loan associations. The Bonds are eligible to secure deposits to the extent of their market value. No review by the City has been made of the laws in other states to determine whether the Bonds are legal investments for various institutions in those states. No representation is made that the Bonds will be acceptable to public entities to secure their deposits or acceptable to such institutions for investment purposes.

The City made no investigation of other laws, rules, regulations or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Bonds for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Bonds for such purposes.

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INVESTMENTS

The City invests its funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both Texas law and the City’s investment policies are subject to change.

Under Texas law, the City is authorized to make investments meeting the requirements of the PFIA, which currently include (1) obligations, including letter of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) interest-bearing banking deposits that are (A) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National credit Union Share Insurance Fund or its successor or (B) are invested through (i) a broker with a main office or branch office in this state that the investing entity selects from a list the governing body or designated investment committee of the District adopts or (ii) a depository institution with a main office or branch office in this state that the District selects; and (a) the broker or depository institution selected arranges for the deposit of the funds in the banking deposits in one or more federal insured depository institutions, regardless of where located, for the District’s account; and (b) the full amount of the principal and accrued interest of the banking deposits is insurance by the United States or an instrumentality of the United States; and (c) the District appoints as the District’s custodian of the banking deposits issued for the District’s account: (1) the depository institution selected pursuant to (ii) above or (2) an entity described by Section 2256.041(d); or (iii) a clearing broker dealer registered with the Securities and Exchange Commission and operating under Securities and Exchange Commission Rule 15c3-3; (8) certificates of deposit and share certificates meeting the requirements of the PFIA that are issued by or through an institution that either has its main office or a branch office in Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits, or are invested by the City through a broker or depository institution that has its main office or a branch office in the State and otherwise meet the requirements of the PFIA, (9) fully collateralized repurchase agreements that have a defined termination date, are fully secured by a combination of cash and obligations described in clause (1), and are placed through a primary government securities dealer or a financial institution doing business in the State, (10) certain bankers’ acceptances with the remaining term of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least A-l or P-1 or the equivalent by at least one nationally recognized credit rating agency, (11) commercial paper with a stated maturity of 270 days or less that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (12) no-load money market mutual funds registered with and regulated by the Securities and Exchange Commission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (13) no-load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, invest exclusively in obligations described in this paragraph, or have a duration of less than one year and the investment portfolio is limited to investment grade securities, including asset-backed securities, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than “AAA” or its equivalent. If specifically authorized in the authorizing document, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph.

The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than “AAA” or “AAA-m” or an equivalent by at least one nationally recognized rating service. The City may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities

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Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance, or resolution. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than eight years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index.

Political subdivisions such as the City are authorized to implement securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) of the first paragraph under this subcaption, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm not less than “A” or its equivalent, or (c) cash invested in obligations that are described in clauses (1) through (6) and (10) through (12) of the first paragraph under this subcaption, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the governmental body, held in the name of the governmental body and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State; and (iv) the agreement to lend securities has a term of one year or less.

Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, the maximum allowable stated maturity of any individual investment, the maximum average dollar-weighted maturity allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis, and procedures to monitor rating changes in 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 “Investment Strategy Statement” that specifically addresses each funds’ investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield.

Under Texas law, City investments must be made “with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, 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 investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, the ending market value and the fully accrued interest for the reporting period of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council.

Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution; (3) require any investment officers’ with personal business relationships or relatives with firms seeking to sell securities to the City to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City’s investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude investment transactions conducted between the City and the business organization that are not authorized by the City’s investment policy (except to the extent that this authorization is

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dependent on an analysis of the makeup of the City’s entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement attesting to these requirements; (5) perform an annual audit of the management controls on investments and adherence to the City’s investment policy; (6) provide specific investment training for the officers of the City; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no-load mutual funds in the aggregate to no more than 15% of the entity’s monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City.

INFORMATION RELATING TO THE TRUSTEE

The City has appointed BOKF, N.A., a trust company organized under the laws of the United States, to serve as Trustee. The Trustee is to carry out those duties assignable to it under the Indenture. Except for the contents of this section, the Trustee has not reviewed or participated in the preparation of this Limited Offering Memorandum and assumes no responsibility for the contents, accuracy, fairness or completeness of the information set forth in this Limited Offering Memorandum or for the recitals contained in the Indenture or the Bonds, or for the validity, sufficiency, or legal effect of any of such documents.

Furthermore, the Trustee has no oversight responsibility, and is not accountable, for the use or application by the City of any of the Bonds authenticated or delivered pursuant to the Indenture or for the use or application of the proceeds of such Bonds by the City. The Trustee has not evaluated the risks, benefits, or propriety of any investment in the Bonds and makes no representation, and has reached no conclusions, regarding the value or condition of any assets or revenues pledged or assigned as security for the Bonds, the technical or financial feasibility of the project, or the investment quality of the Bonds, about all of which the Trustee expresses no opinion and expressly disclaims the expertise to evaluate.

Additional information about the Trustee may be found at its website at ______. Neither the information on the Trustee’s website, nor any links from that website, is a part of this Limited Offering Memorandum, nor should any such information be relied upon to make investment decisions regarding the Bonds.

SOURCES OF INFORMATION

General

The information contained in this Limited Offering Memorandum has been obtained primarily from the City’s records, the Developer and its representatives and other sources believed to be reliable. In accordance with its responsibilities under the federal securities law, the Underwriter has reviewed the information in this Limited Offering Memorandum in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of the transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Limited Offering Memorandum or any sale hereunder will create any implication that there has been no change in the financial condition or operations of the City or the Developer described herein since the date hereof. This Limited Offering Memorandum contains, in part, estimates and matters of opinion that are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions or that they will be realized. The summaries of the statutes, resolutions, ordinances, indentures and engineering and other related reports set forth herein are included subject to all of the provisions of such documents. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information.

Source of Certain Information

The information contained in this Limited Offering Memorandum relating to the description of the Major Improvements generally and, in particular, the information included in the sections captioned “PLAN OF FINANCE

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— Development Plan,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Major Improvements and the Development), “CONTINUING DISCLOSURE — The Developer,” and “LEGAL MATTERS — Litigation — The Developer” has been provided by the Developer.

Experts

The information regarding the Service and Assessment Plan in this Limited Offering Memorandum has been 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 in this Limited Offering Memorandum has been provided by Jackson Claborn, Inc., and has been included in reliance upon the authority of such firm as experts in the field of the appraisal of real property.

The information regarding the Appraisal in this Limited Offering Memorandum has been provided by Metrostudy-Dallas/Ft. Worth and has been included in reliance upon the authority of such firm as experts in the field of marketing.

Updating of Limited Offering Memorandum

If, subsequent to the date of the Limited Offering Memorandum, the City learns, through the ordinary course of business and without undertaking any investigation or examination for such purposes, or is notified by the Underwriter, of any adverse event which causes the Limited Offering Memorandum to be materially misleading, and unless the Underwriter elects to terminate its obligation to purchase the Bonds, the City will promptly prepare and supply to the Underwriter an appropriate amendment or supplement to the Limited Offering Memorandum satisfactory to the Underwriter; provided, however, that the obligation of the 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 date that less than all of the Bonds have been sold to ultimate customers; in which case the City’s obligations hereunder will extend for an additional period of time (but not more than 90 days after the date the City delivers the Bonds) until all of the Bonds have been sold to ultimate customers.

FORWARD-LOOKING STATEMENTS

Certain statements 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 Exchange Act of 1934, as amended, and Section 27A of the Securities Act. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “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, UNCERTAINTIES 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 ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER “CONTINUING DISCLOSURE” HEREIN.

AUTHORIZATION AND APPROVAL

The City Council will approve in the Bond Ordinance the form and content of this Limited Offering Memorandum and authorize this Limited Offering Memorandum to be used by the Underwriter in connection with the marketing and sale of the Bonds.

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APPENDIX A

GENERAL INFORMATION REGARDING THE CITY AND SURROUNDING AREA

LOCATION AND HISTORY . . . Fort Worth, Texas, county seat of Tarrant County, is located in Tarrant, Wise, Parker, Johnson and Denton Counties in North Central Texas at 97° 55’ west longitude and 32° 36’ north latitude. Situated on the Trinity River, Fort Worth is approximately 75 miles south of the Oklahoma state line and 270 miles northwest of the Gulf of Mexico. Fort Worth was established as a frontier army post in 1849 by Major Ripley Arnold and named for General William Jenkins Worth, who distinguished himself in the War with Mexico. The outpost became a stopping place on the famous Old Chisholm Trail and a shipping point for the great herds of Longhorn cattle being driven to northern markets. Progressive City leadership brought the first of nine railroads to Fort Worth in 1876 and with the subsequent West Texas oil boom, guided the City into a metropolitan county of more than a million people. Fort Worth’s economy has always been associated with cattle, oil, finance and manufacturing. Since World War II, Fort Worth has also become an aerospace, education, high-tech, transportation, and industry service center.

GOVERNMENT . . . Fort Worth operates under the Council-Manager form of Municipal Government. A Mayor chosen at-large by popular vote and an eight-member, single-district council are elected to two-year terms. In turn, the Mayor and City Council appoint the City Manager who is the Chief Administrative and Executive Officer of the City. The City Council is also responsible for the appointment of the City Attorney, Municipal Judges, the City Secretary and the City Auditor.

AREA AND POPULATION . . . According to the most recent U.S. Census Bureau data since April, 2000, Fort Worth has been the fastest growing large city of more than 500,000 in the nation between 2000 and 2010. Since the 2000 Census, Fort Worth’s population has increased at a faster rate than it did during the 1990s. The 2010 Census population for Fort Worth was 741,206. From 2000 to 2010, Fort Worth’s total population is estimated to have increased by 206,512 persons. This represents an annual growth rate of approximately 3.9 percent. The estimated 2017 population is 815,430. The Dallas-Fort Worth Metropolitan Statistical Area is split into two separate divisions: the Fort Worth-Arlington Metropolitan Division and the Dallas-Plano-Irving Metropolitan Division. The Fort Worth-Arlington Division includes Johnson, Parker, Tarrant, and Wise Counties.

TRANSPORTATION . . . The Dallas/Fort Worth International Airport (the “Airport” or “DFW”) is the fourth busiest airport in the world in terms of logistical operations and ranks 8th in the world based on passengers. The Airport is the principal air carrier facility serving the Dallas/Fort Worth metropolitan area. First opened on January 13, 1974, the Airport is located halfway between the cities of Dallas and Fort Worth, Texas. DFW International offers 1,800 flights per day and serves 60 million passengers per year. DFW provides non-stop service to 148 domestic and 59 international destinations worldwide. For seven consecutive years, DFW has ranked in the top ten for customer service among large airports worldwide in surveys conducted by Airports Council International. In addition, the City owns three general aviation airports, each with all-weather capability. Meacham International Airport is equipped with parallel runways, the longest of which is a 7,500 ft. runway. Fort Worth Spinks Airport, a general aviation airport located along I-35 in the south portion of the City is equipped with a 6,000 ft. runway. Alliance Airport is located on I-35 to the north, serves the needs of industrial, business and general aviation users, and is equipped with a 9,600 ft. runway. These three airports combined handled over 257,944 operations in fiscal year 2014. Three interstate highways (Interstate 20, Interstate 30 and Interstate 35), combined with five federal and four state highways provide all weather routes within the Fort Worth area and the rest of the nation. Interstate 820, which encircles the City, allows quick access to all parts of the Fort Worth area. The Texas Highway Commission has completed a master highway construction plan for Tarrant County to provide for transportation needs through the foreseeable future. The relocation project was completed in 2001 and will promote redevelopment of Lancaster Avenue, the south end of the Central Business District and the Hospital District southwest of downtown. Fort Worth is served by six major railroad systems, one of which, BNSF (Burlington Northern/Santa Fe Railroad), has its corporate headquarters in Fort Worth. Rail passenger service is provided through Fort Worth, including AMTRAK service on the Texas Eagle to Chicago, St. Louis, Little Rock, Dallas, San Antonio and Los Angeles and on the Heartland Flyer to Oklahoma City. Fort Worth’s position as a major southwest distribution center is supported by the presence of 75 regular route motor carriers with over 750 schedules. Local transit service is provided by The T, operated by the Fort Worth Transportation Authority. Greyhound Lines, Inc. furnishes Fort Worth with transcontinental bus passenger service.

EDUCATION . . . The Fort Worth Independent School District serves a major portion of Fort Worth. The 140 schools in the District operate on the 5 3 4 plan in which the elementary schools (83) teach grades 1-5; middle schools and sixth-grade centers (28), grades 6-8; and senior high schools (14), grades 9-12. The District also has 17 special campuses. The Fort Worth School District employs 5,217 classroom teachers (full-time equivalents) to instruct over 84,000 students. Special education programs are provided for the blind, handicapped, mentally disabled, brain-injured, emotionally disturbed and those who require speech and hearing therapy in 10 special schools. Vocational training is provided at the secondary level for the educable mentally disabled. Bilingual programs are also offered at the primary and secondary level. While Fort Worth is served primarily by Fort Worth Independent School District, it is also serviced by eight other districts. Tarrant County has 21 college and university campuses with an enrollment of more than 100,000 students in both undergraduate and graduate programs. Included in these colleges and universities are: Southwestern Baptist Theological Seminary; the University Fort Worth Campus; Tarrant County College, Trinity River, South, Northeast, Southeast, and Northwest Campuses; Texas Christian University; Texas Wesleyan University; Texas A&M University School of Law; the University of Texas at Arlington; and the University of North Texas Health Science Center. A-1 #5470717.15

HEALTH SERVICES . . . Medical facilities in Tarrant County offer excellent and convenient care. There are approximately 39 hospitals with nearly 5,000 beds and more than 348 bassinets available; one children’s hospital licensed for 457 beds; four public hospitals; 71 nursing homes; the Tarrant County Public Health Center; Cancer Clinic; Carter BloodCare and the University of North Texas Health Science Center.

MILITARY . . . Carswell Air Force Base closed as an active air force facility in September of 1993. In October of 1994, the base was reopened and transformed into Naval Air Station (NAS) Fort Worth, Joint Reserve Base, Carswell Field, a navy reserve base. Now that all of the units have been transferred here from NAS Dallas, Glenview NAS, Detroit, and Memphis, there are nearly 10,000 personnel utilizing the facilities. Approximately $130 million of construction, remodeling and renovation was invested over the transition period. The PX Mart continues to operate the Base Exchange store and the grocery store for the benefit of active duty military and retired military in the Metroplex. The golf course is now under lease to the Carswell Redevelopment Authority and is operated as a public use facility. The Justice Department has established a Federal Medical Center in the area around the old base hospital. The facility is for female Federal inmates and employs approximately 300 personnel.

THE ECONOMY. . . Fort Worth continues to be a strong draw for new residents and businesses as shown by being named one of the country’s fastest-growing cities according to 2014 census figures released by the United States (U.S.) Census Bureau. Fort Worth grew 9.5% to an estimated population of 812,238 residents from 2010 to 2014. Fort Worth is consistently ranked among the top places in the nation to live, work, and play. With a growing workforce, top educational facilities, low cost of doing business, high quality of life, and prime location and climate, the city is an attractive choice for companies looking to expand their operations. Major employers in Fort Worth include AMR/American Airlines, Lockheed Martin, JPS Health Network, Cook Children’s Healthcare System, Tarrant County, NAS Fort Worth Joint Reserve Base, Fort Worth Independent School District, Texas Health Harris Methodist Fort Worth Hospital, Alcon Laboratories, City of Fort Worth, Bell Helicopter, and Genco ATC. Manufacturing and distribution remains an important part of the Fort Worth economy. The list of companies in distribution and manufacturing operations include Acme Brick, Alcon Labs, Allied Electronics, ATC Logistics & Electronics, Haggar Clothing, Federal Express, J.C. Penney’s, Mother Parker’s Tea and Coffee, Coca-Cola Enterprises, Ben E. Keith Co., Miller Coors LLC, Williamson-Dickie, Pratt Industries USA, Inc., NGC Renewables, LLC, Carolina Beverage Group, LLC, GE Manufacturing Solutions, and The Dannon Company. American Airlines, NGC Renewables, Bell Helicopter and Novartis’ Alcon, have recently added new or expanded facilities. A 2014 economic impact study by The Perryman Group credits oil and natural gas exploration for adding $11.8 billion in gross product per year and more than 107,650 permanent jobs to the North Texas region. Oil and gas production, driven by the Barnett Shale, has provided a number of economic benefits from exploration, drilling and related activity. Covering approximately 5,000 square miles and 25 counties the annual tax impact is about $480.6 million to municipalities, counties and other governmental entities, as well as $644.7 million to the state of Texas. The Barnett Shale has yielded over 15 trillion cubic feet of natural gas with about 18,000 wells in the shale since 2001. That represents 66% more than the 9 trillion cubic feet in 2011 and despite only 19 rigs operating in the Barnett as of September 1, 2014. The study credited almost 40% of the region’s incremental growth since 2001 as a direct result of Barnett Shale activity. The City’s industry clusters remain diverse with the two largest sectors, trade, transportation, and utilities and education and health services accounting for 37% of the Fort Worth-Arlington Metropolitan Division (MD) industry composition at 24% and 13% respectively. From March 2015 to March 2016, trade, transportation, and utilities companies have grown considerably adding over 9,600 jobs to the area, a 4.1% growth rate. During that same time period, the third largest sector, Professional and Business Services, added 5,000 jobs, a 4.6% annual growth rate. Emerging economic sectors include financial services, semiconductor manufacturing, communications equipment manufacturing, corporate offices, and distribution. There are 40,171 registered business firms in the Fort Worth-Arlington MD. About 50% of these businesses are small to mid-size firms that employ anywhere from one to 249 individuals, which highlights the continued importance of small business development. Large business firms with over 1,000 employees represent 28.2% of the area’s workforce.

TOURISM . . . Tourism is an important contributor to the local economy. More than 8.5 million people visit each year for business and leisure, generating a $1.9 billion economic impact, according to the Fort Worth Convention & Visitors Bureau (“FWCVB”). This activity supports more than 19,000 jobs in the local hospitality industry. Tax revenue generated by visitor spending contributes to city projects, saving the average household nearly $600 per year. The city has seen significant growth in the number of visitors from within the region and from other nations through DFW International Airport. Attendance at conventions has increased more than 120 percent in the past five years. In addition to conventions, visitors are drawn here by authentic experiences, western heritage and quality of life and culture. The City’s walkable districts drawing high interest include downtown, the Cultural District and the Stockyards National Historic District. The Stockyards features the Fort Worth Herd, the world’s only twice-daily cattle drive owned and operated by the FWCVB. Downtown Fort Worth, Inc. (DFWI) is a nonprofit organization dedicated to the promotion and redevelopment of downtown Fort Worth. Coordinated efforts by DFWI have resulted in new entertainment, housing, and retail facilities throughout downtown Fort Worth. The City joined this partnership in 1995 with the creation of the Downtown Tax Increment Financing District in order to provide public infrastructure to support the private investment within this development.

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The Alliance Texas development in far north Fort Worth continued its growth by adding more than 2,400 jobs over the past 12 months, one of its largest increases since the recession. Employment at the 18,000-acres development, which includes the huge logistics park, subdivisions, shopping centers and the Circle T Ranch, topped 37,000 in 2014.

CITY DEVELOPMENTS. . . In the summer of 2015, Facebook announced plans to open a new 250,000 square foot data center on a 110 acre tract located at the northeast corner of Alliance Gateway and Park Vista Boulevard in north Fort Worth. The project size is expected grow over time to consist of three 250,000 square foot buildings, and Facebook’s investment in Fort Worth could reach $1 billion. The data center will be powered by renewable energy from a nearby 200MW wind farm. In September 2015 American Airlines opened its Integrated Operations Center adjacent to the Southern Reservations Office at 4700 American Boulevard. Once fully online, the facility will house approximately 1,400 employees across a number of workgroups such as dispatch, meteorology, maintenance control, crew scheduling, flight planning support, and load planning, among others. In November of 2015, American Airlines announced that it would be spending $350 million on its headquarters campus in Fort Worth. The newly created 300 acre corporate campus will include four new buildings to house roughly 5,000 employees, including top executives. The buildings will be on nearly 100 acres on State Highway 360, west of its current headquarters in Fort Worth. Galderma expanded in Fort Worth with a $22 million research and development center. The expansion included a 100,000- square-foot building adjacent to its headquarters at the northeast corner of Texas Longhorn Way and Heritage Parkway, on the west side of Interstate 35W just north of Alliance Airport. The expansion added as many as 350 positions and was completed in 2016. In 2015 Smith & Nephew selected Fort Worth for the U.S. headquarters of its Advanced Wound Management division. The medical technology giant will lease 55,000 square feet of office space to house 100 of its 200 Fort Worth-based employees. The site is located in the Clearfork development along the Chisholm Trail Parkway. Trademark Property Co. purchased an additional 3.5 acres adjacent to its WestBend project, a 278,000-square-foot mixed-use development. The additional parcel is located on University Drive just south of WestBend, along the Trinity River. Conceptual planning is underway to develop additional mixed-use space featuring ground floor retail with either a signature hotel or multifamily and condo units above. The City of Fort Worth’s Local Development Corp. has begun construction on the five-story, mixed-use Pinnacle Bank Place downtown. The building, on West Lancaster Avenue between Jennings and Throckmorton streets, is expected to be completed in 2016. The 160,000- square-foot building will include bank offices and retail on the ground floor, and the four floors above will have 130 apartments. The University plans to open its Fort Worth campus in January 2019 as the school seeks to meet growing Tarrant County demand. The new campus will occupy land just south of the mixed-use Chisholm Trail Ranch development at the southwest corner of the intersection of Chisholm Trail Parkway and Old Granbury Road. The Shops at Clearfork is an upscale, mixed-use development along the Clear Fork of the Trinity River. The development includes a mix of retail, entertainment, residences and offices, including a Neiman Marcus location that opened in February 2017. Downtown Fort Worth’s historic Sinclair Building will be transformed into an upscale Marriott Autograph Collection hotel, and the empty and former Hilton Annex will be converted into corporate apartments. Sinclair Holdings, LLC, owner of the 1930-era Art Deco Sinclair office building at 512 Main St., plans to convert it into a 165-room hotel, with a basement restaurant and rooftop bar. Construction has begun on a $100 million, 26-story office tower downtown that will feature a 12th -floor restaurant with outdoor deck and high-rise condos on top. The building will also have ground-floor retail space and 15 floors of parking, including four underground. It will be the new headquarters for Fort Worth-based oil and gas company Jetta Operating, with Frost Bank occupying more than 73,000 square feet in the new tower. Construction is slated for completion in December 2017. Construction was completed on Trammell Crow 35/Eagle, a 1.6 million square-foot speculative industrial project in northeast Fort Worth. The project, which sits on 314 acres, was developed by Trammell Crow Co. and Prudential Real Estate Investors. Full build-out of the park will include more than 4.2 million square feet of office, retail and industrial space. Located at the northwest corner of I-35W and Eagle Parkway, the development includes two speculative industrial buildings: Building B, comprising 1,041,879 square feet, and Building D, comprising 548,495 square feet. Houston-based Victory Packaging consolidated two Dallas locations into a new 330,000 square foot facility at 15101 Grand River Road near CentrePort in far east Fort Worth. The family-owned company specializes in distributing boxes, paper and cushion packaging and shipping supplies. Clearfork Development Company, LLC is constructing a mixed-use development consisting of residential units, office space, retail space, and a hotel on the property south of Chisholm Trail Parkway near the southwest intersection of West Vickery Blvd and South Hulen Street. Fort Worth-based Trademark Property Co. is in development of the $185 million Waterside project planned for the Lockheed Martin Recreation Association property off Bryant Irvin Road in west Fort Worth. Trademark will invest a minimum of $90 million in the first phase, with development of at least 465,000 square feet of mixed-use commercial/residential space. Retailers A-3 #5470717.15

include Whole Foods and REI, both first locations for the brands in Fort Worth. Whole Foods will open in the fall of 2016. Phase two must have an additional $35 million investment and a minimum 165,000 square feet of commercial or residential space, and Phase Three will consist of another $60 million investment and at least 200,000 square feet of space. The Dannon Company expanded its Fort Worth manufacturing facility to include a new product line and consolidate product lines from other manufacturing sites to Fort Worth. The expansion was completed in January 2017. Fort Worth Heritage Development, LLC will construct a mixed-use redevelopment and new development project located in the historic Fort Worth Stockyards. The project will comprise approximately one million square feet of space consisting of a hotel, retail, restaurants, office and residential apartment units among other uses. The development will be constructed in three phases completing by December 2024. Defender Outdoors opened its indoor training facility and retail center off of Shotts Street, across from the Fort Worth school district administration building. The facility features 30 shooting lanes with a 785-ton HVAC system to quickly remove contaminants, a 100-person training and conference room, and a lounge area. It also has a 5,600-square-foot retail store.

MISCELLANEOUS . . . Water, sewer and solid waste services are furnished by the City of Fort Worth and natural gas service is provided by Atmos Energy. Electricity, telephone and other service utilities are provided by various providers. The Fort Worth Public Library system consists of a Central Library, 13 branch libraries and two satellite libraries that are located in public housing developments. Additionally, the City has inter-local agreements with six of the surrounding suburban communities to share library resources and services. The Central Library, open 52 hours and seven days a week, is the flagship of the system. Branches operate 40 hours each week including Saturdays. In December 2011, the City Council adopted the 20/20 Vision Master Plan for the Library which charts future facility and service needs. Service priorities for FY2015 are educational support in the form of early literacy/ youth / teen services, workforce development, genealogy and local history and technological enhancements. The Library’s 5 Year Vision is recognized as the best place for materials to support pleasure/recreation, learning and information and to showcase the diversity and history of Fort Worth through materials, classes, programs and exhibits. The library system circulates more than 4 million library materials annually; provides computers at all facilities with informational databases and the Internet; answers questions; supports a website with downloadable audios, videos, e-books, and other online services; offers educational, cultural, and early literacy programming; and serves as a gathering place and destination for the local neighborhoods. More than 400 churches with 45 denominations and synagogues in Fort Worth contribute vitally to the lives of city residents. The city is also world famous for its many museums. The Fort Worth Convention Center offers exhibit and meeting space of over 185,000 square feet, including a 14,000 seat arena. Will Rogers Memorial Center is located in the heart of Fort Worth’s Cultural District and includes Will Rogers Coliseum Auditorium, the new Multi-Purpose Equestrian Center and Amon G. Carter Jr. Exhibits Building. The Nancy Lee and Perry R. Bass Performance Hall, now recognized as one of the best performance halls in the world, is a state- of- the-art $70 million performing arts hall funded entirely from private donations.

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CITY OF FORT WORTH BUILDING PERMITS

Year Number of Building Permits by Type Ended Total 12-31 Residential Commercial Permits 2011 7,101 2,854 9,955 2012 6,927 2,890 9,817 2013 8,115 2,461 10,576 2014 8,471 2,660 11,131 2015 8,792 2,528 11,320

Year Ended Dollar Value of Building Permits 12-31 Residential Commercial Total Value 2011 434 Million 898 Million 1.33 Billion 2012 498 Million 985 Million 1.48 Billion 2013 623 Million 1.7 Billion 2.36 Billion 2014 641 Million 1.4 Billion 2.00 Billion 2015 667 Million 1.65 Billion 2.31 Billion

Source: Planning and Development Department, City of Fort Worth.

LABOR FORCE ESTIMATES Average Average Average Average Average Average May Annual Annual Annual Annual Annual Annual 2017 2016 2015 2014 2013 2012 2011 City of Fort Worth 408,383 401,037 391,597 390,322 385,184 377,475 369,718 Civilian Labor Force 15,907 18,161 16,271 19,198 22,861 24,304 27,628 Unemployed 3.9% 4.5% 4.2% 4.9% 5.9% 6.4% 7.5% Percent of Unemployed Dallas/Fort Worth/Arlington MSA 3,767,277 3,991,729 3,583,925 3,534,687 3,483,357 3,423,369 3,374,414 Civilian Labor Force 142,365 153,614 145,673 177,404 210,903 225,039 255,271 Unemployed 3.8% 4.2% 4.1% 5.0% 6.1% 6.6% 7.6% Percent of Unemployed Tarrant County 1,026,932 1,092,021 992,766 990,727 984,123 967,159 950,514 Civilian Labor Force 38,807 43,088 41,251 49,664 59,056 62,951 71,788 Unemployed 3.8% 4.3% 4.2% 5.0% 6.0% 6.5% 7.6% Percent of Unemployed Source: Texas Workforce Commission.

CITY OF FORT WORTH EXTRATERRITORIAL JURISDICTION AND ANNEXATION POLICY . . . Under the provisions of State law, incorporated cities in Texas have the power to exercise certain controls in unincorporated areas adjacent to their city limits. For a city the size of Fort Worth, these adjacent areas extend a distance of five (5) miles from its city limits. This adjacent, unincorporated area within five miles is known as the extraterritorial jurisdictional area (“ETJ”). Significant highlights are:

1. No new city may be incorporated within Fort Worth’s ETJ without Fort Worth’s consent. 2. No existing city may expand its limits within the ETJ without Fort Worth’s consent. 3. No land may be subdivided within the ETJ without Fort Worth’s approval. 4. No Municipal Utility District may be created within the ETJ without Fort Worth’s consent. 5. Fort Worth’s ETJ expands with the expansion of its city limits so that the area always covers the area five (5) miles beyond the city limits. 6. Cities may apportion their extraterritorial jurisdictional area to establish definite control limits and preserve their respective growth area. Fort Worth has secured its ETJ by consummating boundary line agreements with its neighboring cities. Fort Worth’s ETJ covers approximately 350 square miles of potential expansion area. 7. Fort Worth has the power to annex, either City-initiated or owner-initiated, any land in its ETJ that is contiguous to its city limits. The City annexes areas in accordance with its adopted annexation policy, which is contained in the Comprehensive Plan.

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APPENDIX B

FORM OF INDENTURE

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APPENDIX C

FORM OF SERVICE AND ASSESSMENT PLAN

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APPENDIX D

FORM OF OPINION OF CO-BOND COUNSEL

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APPENDIX E-1

FORM OF DISCLOSURE AGREEMENT OF THE ISSUER

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APPENDIX E-2

FORM OF DISCLOSURE AGREEMENT OF THE DEVELOPER

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APPENDIX F

APPRAISAL OF THE DISTRICT

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APPENDIX G

FORM OF PID REIMBURSEMENT AGREEMENT

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APPENDIX H

MARKET STUDY

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APPENDIX I

ENGINEER’S REPORT

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APPENDIX J

INVESTOR LETTER

The undersigned (the “Purchaser”) in connection with its purchase of the City of Fort Worth, Texas, Special Assessment Revenue Bonds, Series 2017 (Fort Worth Public Improvement District No. 17 – Rock Creek Ranch) (the “Series 2017 Bonds”), issued pursuant to and on the terms set forth in an ordinance authorizing the issuance of the Bonds enacted by the City Council of the City of Fort Worth on ______, 2017 hereby makes the following representations. Capitalized terms not otherwise defined herein shall have the definitions set forth in the Indenture or the Bond Purchase Agreement, dated ___, 2017, among the Issuer, the Purchaser, and Stifel, Nicolaus & Company, Incorporated, as applicable.

1. The Purchaser is a sophisticated investor with experience in purchasing and evaluating obligations similar to the Series 2017 Bonds and is a Qualified Institutional Buyer, as such term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser is acquiring the Bonds for its own account with no present intention of distributing, reselling or redistributing the Bonds.

2. The Purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risk and merits of the investment represented by the Series 2017 Bonds. The Series 2017 Bonds are an appropriate investment for the Purchaser’s corporate purposes.

3. The Purchaser acknowledges that it has either been supplied with or has been given access to information relating to the Project and the Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Project and the security therefor. The Purchaser has been furnished with, and acknowledges receipt of, such financial and other information concerning the Bonds as it has deemed necessary in connection with its investment decision to purchase the Bonds, including a copy of the Limited Offering Memorandum, dated ___, relating to the Series 2017 Bonds.

4. The Purchaser understands that the Series 2017 Bonds have not been registered under the Securities Act and that such registration is not legally required as of the date hereof; and further understand that the Series 2017 Bonds (a) are not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service, and (d) will be delivered in a form which may not be readily marketable. The Purchaser represents and warrants that any subsequent transfers of the Series 2017 Bonds will be done in compliance with the Securities Act and that it does not presently have an intent to sell the Series 2017 Bonds at a purchase price in excess of the Issue Price (as such term is defined in the [Tax Certificate], dated ______, 2017 from the Issuer.

5. The Bonds are being offered and sold initially and subsequently may be sold or transferred only in denominations of $100,000 and any integral multiple of $5,000 in excess thereof; provided that upon partial redemption of any Bond, a Bond in the principal amount equal to the unredeemed portion, but not less than $5,000, may be issued.

6. The undersigned understands that the Series 2017 Bonds DO NOT GIVE RISE TO A 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 INDENTURE. NO OWNER OF THE 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 PREMIUM, IF ANY, THEREON. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THE BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES AND OTHER FUNDS COMPRISING THE TRUST ESTATE.

The following two sentences have been included at the request of the Underwriter: In the past 5 years, the City of Fort Worth’s filings of continuing disclosure information and ratings changes, although timely, were, in limited instances, not linked to all CUSIPs. With respect to one prior issue in which the City was an obligated

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person, reported operating data was not provided in disclosure filings in the same format that was utilized in the original offering documents, but operating data for which reporting was required could be derived from the filed audited financial statements and annual operating data that were filed. The Underwriter expresses no opinion with respect to the materiality of the preceding statements. The City believes it has materially complied with its continuing disclosure agreements.

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A Resolution

NO. ______

APPOINTING CARLOS FLORES TO THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY OF FORT WORTH, TEXAS; ACKNOWLEDGING THE APPOINTMENT OF THE OTHER CURRENT MEMBERS OF THE BOARD AND APPOINTING A CHAIRPERSON FOR THE BOARD (SPEEDWAY TIF)

WHEREAS, the City Council of the City of Fort Worth (the "City Council") previously adopted Ordinance No. 12323 creating Tax Increment Reinvestment Zone Number Two, City of Fort Worth, Texas (the "Reinvestment Zone"); and WHEREAS, Ordinance No. 12323 provides that the Reinvestment Zone is to be overseen by a nine (9)-member Board of Directors (the "Board"), of which one (1) member is the State Senator whose district lies within the Reinvestment Zone or a designee; one (1) member is the State Representative whose district lies within the Reinvestment Zone or a designee; the Northwest Independent School District and Denton County, if they have elected to contribute tax increment to the Reinvestment Zone, may appoint one (1) member each; and the City Council has the right to appoint all remaining members; and WHEREAS, House Bill 2853, which was passed by the 82nd Texas Legislature and took effect on June 17, 2011, amended Section 311.009 of the Texas Tax Code regarding the appointment of members to the Board of tax increment reinvestment zones and prevails over any conflicting provision of Ordinance No. 12323;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, THAT: 1. The newly elected member of the City Council, Carlos Flores, District 2, is hereby appointed to replace Sal Espino as members of the Board of Directors of the Speedway TIF for the remainder of his term, expiring December 31, 2017 2. The City Council hereby acknowledges that the following persons have been appointed to the Board by the following entities for terms expiring on the dates indicated below:

NAME APPOINTING ENTITY EXPIRATION OF TERM

Dennis Shingleton City of Fort Worth December 31, 2017 Tom Kelly City of Fort Worth December 31, 2017 Kenton Nelson City of Fort Worth December 31, 2017 Phillip Vaden City of Fort Worth December 31, 2017 Tye Sheets Pierpoint City of Fort Worth December 31, 2018 Mel Fuller City of Fort Worth December 31, 2018 Tan Parker State Representative December 31, 2018 Karen Rue State Senator December 31, 2017

3. The City Council hereby appoints Dennis Shingleton as the Board’s chairperson for calendar year 2017. 4. The City Council hereby reserves the right, at any time and for any reason, to remove a Board member appointed by the City Council and to appoint individuals to the Board to replace any of the City Council-appointed Board members.

AND IT IS SO RESOLVED.

ADOPTED this _1st _ day of __August 2017

ATTEST: By: ______Mary Kayser, City Secretary

A Resolution

NO. ______

APPOINTING BRIAN BYRD TO THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF FORT WORTH, TEXAS AND ACKNOWLEDGING THE APPOINTMENT OF THE OTHER CURRENT MEMBERS OF THE BOARD (DOWNTOWN TIF)

WHEREAS, the City Council of the City of Fort Worth (the “City Council”) previously adopted Ordinance No. 12324 creating Tax Increment Reinvestment Zone Number Three, City of Fort Worth, Texas (the “Reinvestment Zone”); and WHEREAS, Ordinance No. 12324 provides that the Reinvestment Zone is to be overseen by a nine (9)-member Board of Directors (the “Board”), of which one (1) member is the State Senator whose district lies within the Reinvestment Zone or a designee; one (1) member is the State Representative whose district lies within the Reinvestment Zone or a designee; the Fort Worth Independent School District, Tarrant County College District, and Tarrant County, if they have elected to contribute tax increment to the Reinvestment Zone, may appoint one (1) member each; and the City Council has the right to appoint all remaining members; and WHEREAS, House Bill 2853, which was passed by the 82nd Texas Legislature and took effect on June 17, 2011, amended Section 311.009 of the Texas Tax Code regarding the appointment of members to the Board of tax increment reinvestment zones and prevails over any conflicting provision of Ordinance No. 12324; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS THAT: 1. The newly elected member of the City Council, Brian Byrd is hereby appointed to replace W. B. “Zim” Zimmerman as member of the Board of Directors of the Downtown TIF for the remainder of his term, expiring December 31, 2017. 2. The City Council hereby acknowledges that the following persons have been appointed to the Board by the following entities for terms expiring on the dates indicated below:

NAME APPOINTING ENTITY EXPIRATION OF TERM Ann Zadeh City of Fort Worth December 31, 2017 Johnny Campbell City of Fort Worth December 31, 2017 Roy C. Brooks Tarrant County December 31, 2018 Mark McClendon Tarrant County College December 31, 2017 District Scott Rule Tarrant County Hospital December 31, 2017 District Victor Henderson Tarrant Regional Water December 31, 2018 District Rep. Nicole Collier State Representative December 31, 2018 Adrian Murray State Senator December 31, 2017

3. The City Council hereby reserves the right, at any time and for any reason, to remove a Board member appointed by the City Council and to appoint individuals to the Board to replace any of the City Council-appointed Board members.

AND IT IS SO RESOLVED.

ADOPTED this 1st day of August 2017

ATTEST:

By: ______Mary Kayser, City Secretary

A Resolution

NO. ______

APPOINTING CARLOS FLORES TO THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER SEVEN, CITY OF FORT WORTH, TEXAS; ACKNOWLEDGING THE APPOINTMENT OF THE OTHER CURRENT MEMBERS OF THE BOARD AND APPOINTING A CHAIRPERSON FOR THE BOARD (NORTH TARRANT PARKWAY TIF)

WHEREAS, the City Council of the City of Fort Worth (the “City Council”) previously adopted Ordinance No. 15774 creating Tax Increment Reinvestment Zone Number Seven, City of Fort Worth, Texas (the “Reinvestment Zone”); and WHEREAS, Ordinance No. 15774 provides that the Reinvestment Zone is to be overseen by a thirteen (13)-member Board of Directors (the “Board”), of which each taxing unit that levies taxes on real property in the Reinvestment Zone has the right to appoint one (1) member each and the City Council has the right to appoint all remaining members; and WHEREAS, House Bill 2853, which was passed by the 82nd Texas Legislature and took effect on June 17, 2011, amended Section 311.009 of the Texas Tax Code regarding the appointment of members to the Board of tax increment reinvestment zones and prevails over any conflicting provision of Ordinance No. 15774;

2. The City Council hereby acknowledges that the following persons have been appointed to the Board by the following entities for terms expiring on the dates indicated below: NAME APPOINTING ENTITY EXPIRATION OF TERM

Cary Moon City of Fort Worth December 31, 2017 Dennis Shingleton City of Fort Worth December 31, 2017

Glenn Wallace City of Fort Worth December 31, 2017 Ken Kristofek City of Fort Worth December 31, 2018 Bill Miller City of Fort Worth December 31, 2018 Jarred Howard City of Fort Worth December 31, 2017 Michael O’Harra City of Fort Worth December 31, 2017 Neftali Ortiz City of Fort Worth December 31, 2017 Russell Fuller City of Fort Worth December 31, 2017 Russell Laughlin City of Fort Worth December 31, 2017 Clint Abernathy City of Fort Worth December 31, 2017 Gary Fickes Tarrant County December 31, 2018 Linda Christie Tarrant Regional Water District December 31, 2018

3. The City Council hereby appoints Cary Moon as the Board’s chairperson for calendar year 2017. 4. The City Council hereby reserves the right, at any time and for any reason, to remove a Board member appointed by the City Council and to appoint individuals to the Board to replace any of the City Council-appointed Board members.

AND IT IS SO RESOLVED.

ADOPTED this __1st__ day of _August_, 2017

ATTEST: By: ______Mary Kayser, City Secretary

A Resolution

NO. ______

APPOINTING CARLOS FLORES TO THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER NINE, CITY OF FORT WORTH, TEXAS AND ACKNOWLEDGING THE APPOINTMENT OF THE OTHER CURRENT MEMBERS OF THE BOARD (TRINITY RIVER TIF)

WHEREAS, the City Council of the City of Fort Worth (the “City Council”) previously adopted Ordinance No. 15797 creating Tax Increment Reinvestment Zone Number Nine, City of Fort Worth, Texas (the “Reinvestment Zone”); and WHEREAS, Ordinance No. 15797, as amended by Ordinance No. 16005, provides that the Reinvestment Zone is to be overseen by a fifteen (15)-member Board of Directors (the “Board”), of which each taxing unit that levies taxes on real property in the Reinvestment Zone has the right to appoint one (1) member each and the City Council has the right to appoint all remaining members; and WHEREAS, House Bill 2853, which was passed by the 82nd Texas Legislature and took effect on June 17, 2011, amended Section 311.009 of the Texas Tax Code regarding the appointment of members to the Board of tax increment reinvestment zones and prevails over any conflicting provision of Ordinance No. 15797;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, THAT: 1. The newly elected member of the City Council, Carlos Flores, District 2, is hereby appointed to replace Sal Espino as member of the Board of Directors of the Trinity River TIF for the remainder of his term, expiring December 31, 2017 2. The City Council hereby acknowledges that the following persons have been appointed to the Board by the following entities for terms expiring on the dates indicated below: NAME APPOINTING ENTITY EXPIRATION OF TERM Dennis Shingleton City of Fort Worth December 31, 2018 Victor Henderson City of Fort Worth December 31, 2018 G. K. Maenius City of Fort Worth December 31, 2018

Tom Purvis City of Fort Worth December 31, 2018 Merianne Roth City of Fort Worth December 31, 2017 Roy C. Brooks City of Fort Worth December 31, 2017 Dana Schenck City of Fort Worth December 31, 2017 Leah King City of Fort Worth December 31, 2017 Gary Walker City of Fort Worth December 31, 2017 Jack Stevens City of Fort Worth December 31, 2017 J. D. Johnson Tarrant County December 31, 2018 Dr. Eugene Giovannini Tarrant County College District December 31, 2017 Scott Rule Tarrant County Hospital District December 31, 2017 Jim Lane Tarrant Regional Water District December 31, 2017

AND IT IS SO RESOLVED.

ADOPTED this 1st day of August 2017

ATTEST:

By: ______Mary Kayser, City Secretary

A Resolution

NO. ______

APPOINTING CARLOS FLORES AND BRIAN BYRD TO THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER TEN, CITY OF FORT WORTH, TEXAS; ACKNOWLEDGING THE APPOINTMENT OF THE OTHER CURRENT MEMBERS OF THE BOARD AND APPOINTING A CHAIRPERSON FOR THE BOARD (LONE STAR TIF)

WHEREAS, the City Council of the City of Fort Worth (the “City Council”) previously adopted Ordinance No. 16002 creating Tax Increment Reinvestment Zone Number Ten, City of Fort Worth, Texas (the “Reinvestment Zone”); and WHEREAS, Ordinance No. 16002 provides that the Reinvestment Zone is to be overseen by an eleven (11)-member Board of Directors (the “Board”), of which each taxing unit that levies taxes on real property in the Reinvestment Zone has the right to appoint one (1) member each and the City Council has the right to appoint all remaining members; and WHEREAS, House Bill 2853, which was passed by the 82nd Texas Legislature and took effect on June 17, 2011, amended Section 311.009 of the Texas Tax Code regarding the appointment of members to the Board of tax increment reinvestment zones and prevails over any conflicting provision of Ordinance No. 16002; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, THAT: 1. The newly elected member of the City Council, Carlos Flores, District 2, is hereby appointed to replace Sal Espino, and the newly elected member of the City Council, Brian Byrd, District 3, is hereby appointed to replace W. B. “Zim” Zimmerman as members of the Board of Directors of the Lone Star TIF for the remainder of their terms, expiring December 31, 2018 and December 31, 2017, respectively.

Dennis Shingleton City of Fort Worth December 31, 2017 Mike Berry City of Fort Worth December 31, 2018 J. D. Granger City of Fort Worth December 31, 2018 Andre McEwing City of Fort Worth December 31, 2017 Steven Andognini City of Fort Worth December 31, 2017

Gary Fickes Tarrant County December 31, 2018 Mark McClendon Tarrant County College District December 31, 2017 Scott Rule Tarrant County Hospital District December 31, 2017 Linda Christie Tarrant Regional Water District December 31, 2018

AND IT IS SO RESOLVED.

ADOPTED this _1st_ day of __August_, 2017

ATTEST:

By: ______Mary Kayser, City Secretary

A Resolution

NO. ______

APPOINTING CARLOS FLORES TO THE BOARD OF DIRECTORS OF TAX INCREMENT REINVENSTMENT ZONE NUMBER FIFTEEN, CITY OF FORT WORTH, TEXAS (STOCKYARDS/NORTHSIDE TIF) AND AS CHAIRPERSON OF THE BOARD FOR THE REMAINDER OF CALENDAR YEAR 2017 AND ACKNOWLEDGING THE APPOINTMENT OF THE OTHER CURRENT MEMBERS OF THE BOARD

WHEREAS, the City Council of the City of Fort Worth (the “City Council”) previously adopted Ordinance No. 21550-12-2014 creating Tax Increment Reinvestment Zone Number Fifteen, City of Fort Worth, Texas (the “Reinvestment Zone”); and WHEREAS, Ordinance No. 21550-12-2014 provides that the Reinvestment Zone is to be overseen by a nine (9)-member Board of Directors (the “Board”), of which each taxing unit that has approved the payment of all or part of the tax increment produced by the unit into the tax increment fund for the Reinvestment Zone has the right to appoint one (1) member each and the City Council has the right to appoint all remaining members; and WHEREAS, House Bill 2853, which was passed by the 82nd Texas Legislature and took effect on June 17, 2011, amended Section 311.009 of the Texas Tax Code regarding the appointment of members to the Board of tax increment reinvestment zones and prevails over any conflicting provision of Ordinance No. 21550-12-2014; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. The newly elected member of the City Council, Carlos Flores, District 2, is hereby appointed to replace Sal Espino as member of the Board of Directors of the Stockyards/Northside TIF for the remainder of his term, expiring December 31, 2017.

2. The City Council hereby acknowledges that the following persons have been appointed to the Board by the following entities for terms expiring on the dates indicated below:

NAME APPOINTING ENTITY EXPIRATION OF TERM Dennis Shingleton City of Fort Worth December 31, 2017 Teresa Ayala City of Fort Worth December 31, 2017 Al Saenz City of Fort Worth December 31, 2017 Hub Baker City of Fort Worth December 31, 2017 Pam Minick City of Fort Worth December 31, 2017

Steve Townsend Tarrant County December 31, 2018 Mark McClendon Tarrant County College District December 31, 2018 Jim Lane Tarrant Regional Water District December 31, 2018

3. The City Council hereby appoints Carlos Flores as the Board’s chairperson for the remainder of calendar year 2017. 4. The City Council hereby reserves the right, at any time and for any reason, to remove a Board member appointed by the City Council and to appoint individuals to the Board to replace any of the City Council-appointed Board members.

AND IT IS SO RESOLVED. ADOPTED this _1st_ day of _August_, 2017

ATTEST:

By: ______

Mary Kayser, City Secretary

A Resolution

NO. ______

APPOINTING A TASK FORCE ON RACE AND CULTURE

WHEREAS Fort Worth takes pride in its racial and cultural diversity; and WHEREAS mutual understanding, respect, and harmonious relations among residents of diverse backgrounds are essential to Fort Worth’s long-term social and economic vitality; and WHEREAS the City Council wishes to promote equal access to educational, housing, and employment opportunities, and to provide municipal services equitably to all residents, regardless of their race or culture; and WHEREAS the City Council wishes to appoint an ad hoc task force of community leaders that would advise the City Council about various issues relating to race and culture; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: Section 1. The City Council hereby appoints a Task Force on Race and Culture (Task Force) to be comprised of four co-chairs and 19 other members, as follows: 1. Rosa Navejar (Presiding Co-Chair) 2. Lillie Biggins (Co-Chair) 3. Rabbi Andrew Bloom (Co-Chair) 4. Bob Ray Sanders (Co-Chair) 5. Charles Boswell 6. Walter Dansby 7. Robert Fernandez 8. Miriam Frias 9. Robert Goldberg 10. Yolanda Harper 11. Bishop Mark Kirkland 12. Nima Malek 13. Rattana Mao 14. Arturo Martinez 15. Roxanne Martinez 16. Judy McDonald 17. Terri Mossige 18. Cory Session 19. Katie Sherrod

20. Ty Stimpson 21. Jennifer Trevino 22. Monica Vasquez 23. Rev. Tim Woody

Section 2. The City Council requests that the Task Force perform the following tasks: a. Community Conversations: Engage Fort Worth citizens in a series of healthy conversations about race and culture, draw conclusions from these conversations, and make appropriate recommendations to the City Council. b. Assessment of Disparities: Review the findings of a study on statistical disparities in the provision of municipal services, interpret these results, and advise the City Council on the formulation and implementation of a strategy to promote racial and cultural equity. c. Leadership Training: Review a proposal for leadership training on racial and cultural equity and advise the City Manager on the content and delivery of this training.

Section 3. The City Council requests that the City Manager provide the Task Force with appropriate staff and consultant resources to perform the tasks set forth in Section 2. Section 4. The Task Force shall be dissolved upon the completion of its duties, but no later than one year after the adoption of this resolution.

Adopted this 1st day of August, 2017.

ATTEST:

By: ______Mary J. Kayser, City Secretary

A Resolution

NO. ______

APPROVING RESOLUTIONS ADOPTED BY THE FORT WORTH TRANSPORTATION AUTHORITY’S EXECUTIVE COMMITTEE, AND EACH PROPOSED ACQUISITION DESCRIBED THEREIN, TO ACQUIRE BY EMINENT DOMAIN, IF NECESSARY, CERTAIN PARCELS OF LAND LOCATED WITHIN THE TERRITORIAL JURISDICTION OF THE CITY OF FORT WORTH, CONSISTING OF A TOTAL OF APPROXIMATELY 2.794 ACRES, FOR THE CONSTRUCTION, EXTENSION, IMPROVEMENT, OR DEVELOPMENT OF TEX RAIL

WHEREAS, the Fort Worth Transportation Authority (“The T”) is governed by a Board of Directors, which serves as The T's governing body and constitutes its Executive Committee under Chapter 452 of the Texas Transportation Code; WHEREAS, on January 23, 2017, the Executive Committee of The T adopted a Resolution, a full and complete copy of which is attached hereto as Exhibit “A,” (“Resolution”) declaring that acquisition of certain identified parcels of land located within the territorial limits of the City of Fort Worth, consisting of a total of approximately 1.925 acres, is a public necessity and necessary and proper for the construction, extension, improvement, or development of TEX Rail, a public transportation system, with such parcels identified and described in the exhibit to the Resolution. The Resolution authorized the President/CEO of The T or his authorized representative to undertake certain activities to acquire the identified parcels by negotiated sale or by eminent domain, if necessary; WHEREAS, on April 24, 2017, the Executive Committee of The T adopted a Resolution, a full and complete copy of which is attached hereto as Exhibit “B,” (“Resolution”) declaring that acquisition of certain identified parcels of land located within the territorial limits of the City of Fort Worth, consisting of a total of approximately 0.869 acres, is a public necessity and necessary and proper for the construction, extension, improvement, or development of TEX Rail, a public transportation system, with such parcels identified and described in the exhibit to the Resolution. The Resolution authorized the President/CEO of The T or his authorized representative to undertake certain activities to acquire the identified parcels by negotiated sale or by eminent domain, if necessary; WHEREAS, Texas Transportation Code Sections 452.058 and 452.059 require The T obtain the City Council’s approval before The T can acquire by eminent domain any interest in real property located in the City of Fort Worth;

WHEREAS, The T has requested that the City Council approve the Resolutions to acquire by eminent domain, if necessary, the parcels identified in the exhibits attached to the Resolutions; and WHEREAS, the City Council does not object to The T’s acquisition by eminent domain, if necessary, of the identified parcels for the TEX Rail project; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS THAT: The City Council of the City of Fort Worth approves the attached Resolutions adopted by the Executive Committee of The T to acquire by eminent domain, if necessary, each parcel described in the exhibits to the attached Resolutions, and the City Council approves each proposed acquisition described therein.

Adopted this ______day of ______2017.

ATTEST:

By: ______Mary Kayser, City Secretary

Exhibit A

Exhibit B

CITY OF FORT WORTH RESOLUTION TO APPROVE RESOLUTIONS ADOPTED BY THE FORT WORTH TRANSPORTATION AUTHORITY'S EXECUTIVE COMMITTEE TO ACQUIRE LAND LOCATED WITHIN THE CITY OF FORT WORTH FOR THE TEXRAIL PROJECT

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Copyright 2015 City of Fort Worth. Unauthorized reproduction is a violation of applicable Feet laws. This product is for informational purposes and may not have been prepared for or 0 212.5 425 850 be suitable for legal, engineering, or surveying purposes. It does not represent an on-the- ground survey and represents only the approximate relative location of property boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data. CITY OF FORT WORTH RESOLUTION TO APPROVE RESOLUTIONS ADOPTED BY THE FORT WORTH TRANSPORTATION AUTHORITY'S EXECUTIVE COMMITTEE TO ACQUIRE LAND LOCATED WITHIN THE CITY

OF FORT WORTH FOR THE TEXRAIL PROJECT

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Copyright 2015 City of Fort Worth. Unauthorized reproduction is a violation of applicable Feet laws. This product is for informational purposes and may not have been prepared for or 0 95 190 380 be suitable for legal, engineering, or surveying purposes. It does not represent an on-the- ground survey and represents only the approximate relative location of property boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data. CITY OF FORT WORTH RESOLUTION TO APPROVE RESOLUTIONS ADOPTED BY THE FORT WORTH TRANSPORTATION AUTHORITY'S EXECUTIVE COMMITTEE TO ACQUIRE LAND LOCATED WITHIN THE CITY OF FORT WORTH FOR THE TEXRAIL PROJECT

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A Resolution

NO. ______

APPOINTING THE BOARD OF DIRECTORS OF FW SPORTS AUTHORITY, INC.

WHEREAS, pursuant to Resolution No. 2066, the City Council approved the creation of the FW Sports Authority, Inc. (the “Sports Authority”) in accordance with Section 4B of Article 5190.6 of the Texas Revised Civil Statues, which is restated in Chapter 505 of the Texas Local Government Code; and

WHEREAS, Article VI of the Sports Authority’s Articles of Incorporation (the “Articles”) provides that all powers of the Sports Authority shall be vested in a Board of Directors consisting of seven (7) persons who shall be appointed by the City Council (each a “Director”) for two (2) year terms, unless otherwise indicated; and

WHEREAS, the terms of four (4) of the Board members appointed by the City Council expired on December 31, 2016 and those individuals have continued to serve in a holdover status; and

WHEREAS, the terms of the three remaining Board members expire on December 31, 2017; and

WHEREAS, the City Council desires to appoint the seven (7) persons named below as Directors for the terms set forth herein.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS:

1. The City Council hereby appoints the persons listed below as Directors for terms beginning on the date of adoption of this Resolution and expiring as indicated below:

NAME ADDRESS EXPIRATION OF TERM

Cary Moon City of Fort Worth December 31, 2018 200 Texas Street Fort Worth, Texas 76102

Allan Howeth Cantey Hanger, LLP December 31, 2018 600 W. 6th Street #300 Fort Worth, Texas 76102

Robert L. Jameson 111 W. 4th Street December 31, 2018 Suite 200 Fort Worth, Texas 76102

Larry Lauer Texas Christian University December 31, 2018 2800 S. University Drive Fort Worth, Texas 76129

2. The City Council hereby acknowledges that the individuals listed below have been appointed to the Board with terms expiring on December 31, 2017. The City Council hereby appoints the same individuals as Directors for terms beginning on January 1, 2018 and expiring as indicated below:

NAME ADDRESS EXPIRATION OF TERM

Dennis Shingleton City of Fort Worth December 31, 2019 200 Texas Street Fort Worth, Texas 76102

Donna Parker Carter & Burgess, Inc. December 31, 2019 777 Main Street Fort Worth, Texas 76102

Jesse Gaines P. O. Box 50093 December 31, 2019 Fort Worth, Texas 76105

3. The City Council hereby reserves the right, at any time and for any reason, to remove a Board member and to appoint individuals to the Board to replace any of the Board members.

Adopted this ______day of ______2017.

ATTEST:

By: ______Mary Kayser, City Secretary

No Documents for this Section CITY COUNCIL MEETING Tuesday, August 01, 2017 RISK MANAGEMENT REPORTING PERIOD 06/13/2017 - 07/24/2017 Claims listed on this report have been received in the Risk Management Division claims office. The decision whether or not to accept liability is predicated on applicable provisions of the Texas Tort Claims Act. If any claimant contacts you, please refer them to Mark Barta ext. 7790 or Jason Barksdale ext. 7403. Thank you. CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Hymond, Brea 6/7/2017 12/21/2016 7425 Rock Law Alleges assault, False Police No Yes Garden Trail Enforcement Imprisonment, Excessive Force

Hymond, Jaques 6/7/2017 12/21/2016 7425 Rock Law Alleges assault, False Police No Yes Garden Trail Enforcement Imprisonment, Excessive Force

Craig, Aairinton 6/7/2017 12/21/2016 7425 Rock Law Alleges assault, False Police No Yes Garden Trail Enforcement Imprisonment, Excessive Force

Craig, Jacqueline 6/7/2017 12/21/2016 7425 Rock Law Alleges assault, False Police No Yes Garden Trail Enforcement Imprisonment, Excessive Force

Gutierrez, Natalia 6/13/2017 4/8/2017 12400 N. Auto Collision-Driving TPW No Yes Riverside Drive

Thursday, July 27, 2017 Page 1 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Meeks, Candra 6/14/2017 5/12/2017 Mccart Avenue General Liability Pothole TPW Yes No

Campos,Domingo 6/14/2017 6/10/2017 City Pound General Liability Held, for investigation Police No No

Aguirre, Coraima; 6/14/2017 6/14/2017 4550 College Auto Collision-Driving Police No Yes Alcaraz, Dora Avenue

Willis, Diane Marie 6/15/2017 8/19/2016 Fort Worth Bodily Injury Slip, Trip, Fall Police No Yes

Caldwell, Zachary 6/15/2017 5/27/2017 Basswood, Fort General Liability Struck Fire Hydrant Water No Yes Joseph Wood

McCown, Scott 6/15/2017 6/13/2017 3724 Wilkie General Liability Vehicle Damaged by TPW No No Way road construction

Mitchell, Barbara 6/16/2017 4/11/2017 Meadowbrook General Liability Contact-Foreign TPW No No Lane Object

Thursday, July 27, 2017 Page 2 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

West, Davey 6/16/2017 6/14/2017 1744 Vinewood General Liability Water Leak Water No No Road

Erby, Darryl 6/16/2017 6/11/2017 2818 Precinct General Liability Pothole TPW Yes No Line Road

Bratton, David 6/16/2017 12/19/2016 600 W. I-20 Auto Collision-Driving TPW No Yes Eldon

Youngblood, 6/19/2017 6/10/2017 Trinity General Liability Pothole TPW Yes No Morgan Boulevard, near Yaupon Way

Tydlaska, Jason & 6/19/2017 6/15/2017 Crooked Lane General Liability Contact-Foreign TPW No No Amanda & Brentwood Object stair

Robinson, Annie 6/19/2017 11/1/2016 Sarah Jane General Liability Damage to Irrigation TPW No No Lane System

Rosales, Elsa 6/20/2017 5/26/2017 409 E. Morning Auto Collision-Driving Non-CFW No Yes side

Thursday, July 27, 2017 Page 3 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Abbott, Robert 6/21/2017 5/26/2017 4900 Martin Bodily Injury Slip, Trip, Fall Code No Yes Street

Rust, Lacey 6/21/2017 6/12/2017 Lancaster & General Liability Pothole TPW Yes No Riverside Drive

Perry, Tracey 6/21/2017 4/18/2017 3509 Park General Liability Sewer Backup Water Yes No Hollow Street

McLelland, Terry 6/23/2017 6/5/2017 1557 Montclair General Liability Water Main Break Water No No Street

Gonzalez, Maria 6/23/2017 6/18/2016 E. Lancaster & Bodily Injury Slip, Trip, Fall TPW No Yes Leon Collard Avenue

Green, Charles 6/23/2017 6/12/2017 Cantrell General Liability Pothole TPW No No Sansom Road

AT&T- Highview 6/23/2017 4/5/2017 2621 Highview General Liability Property Damaged, Code Yes No Terrace Terrace during tree abatement

Thursday, July 27, 2017 Page 4 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Kindred, Deloris 6/27/2017 3/21/2017 5920 Westgate General Liability Damage to Irrigation Water Yes No Drive System & Tree

Gerst, Elizabeth 6/27/2017 6/22/2017 12632 Red Auto Collision-Driving Non-CFW No No Cedar Drive

Ayala, Delia or 6/27/2017 4/10/2017 3616 Weber General Liability Damage to Driveway Water No No Melissa Street

Tavera, Griselda 6/27/2017 6/1/2017 Near River General Liability Unknown at this time Non-CFW No Yes Oaks, Westworth

Rodriguez-Avalos, 6/27/2017 6/1/2017 Unknown General Liability Unknown at this time Non-CFW No No Veronice

Pirez, Monica 6/27/2017 3/15/2017 Overhill & General Liability City Crew damaged TPW No No Southwest property Boulevard

TX Dept of 6/27/2017 6/12/2016 2290 I-35W and General Liability City Crew damaged TPW Yes No Transportation Harvey conduit

Thursday, July 27, 2017 Page 5 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Lomeli, Julie 6/28/2017 5/12/2017 Brentwood General Liability Vehicle damaged by Police Yes No Estates, Haslet SWAT TX

Singletary, Murray 6/29/2017 6/27/2017 10521 General Liability City Crew damaged Park and No No L Splitridge Court fence Recreation

Morris, Danielle 6/29/2017 6/6/2017 3012 Ryan General Liability Falling Tree, damaged Park and Yes No Avenue vehicle Recreation

Bailey, Ann 6/29/2017 6/7/2017 3229 Lubbock Auto Collision-Driving Non-CFW Yes No Avenue

Whataburger #179 6/29/2017 5/30/2017 955 N. Beach General Liability Water Main Break Water Yes No Street

Brown Jr., Victor 6/30/2017 6/30/2017 I-35 West Auto Collision-Driving Police No No

Velez-Rodriguez, 6/30/2017 6/27/2017 Village Creek, Auto Collision-Driving Water No No Manuel Alejandro Water Treatment Plant

Thursday, July 27, 2017 Page 6 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Turbine Engine 7/2/2017 6/22/2017 3804 Falcon General Liability Property Damaged, by Aviation Yes No Specialist Way flying debris

Rollins, Neil 7/3/2017 6/28/2017 E. Morningside General Liability Pothole TPW No No Drive

Azevedo, Patricia 7/3/2017 5/30/2017 Altamasa Bodily Injury Slip, Trip, Fall TPW No No Boulevard & McCart Avenue

Russo, Chrisa & 7/5/2017 6/20/2017 9905 Silbrush General Liability City Crew damaged TPW No No Joseph Street irrigation system

Melendez, Blanca 7/5/2017 4/7/2017 Belknap, just General Liability Contact-Foreign TPW No No before Oakhurst Object Scenic

Smith, Eddie 7/6/2017 5/19/2017 2700 Stalcup General Liability Pothole TPW Yes No Road

Nevares, Jason 7/6/2017 6/19/2017 3602 N General Liability Contact-Foreign TPW Yes No Sylvania Avenue Object

Thursday, July 27, 2017 Page 7 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

AT&T- Camp 7/6/2017 12/6/2016 7091 Camp General Liability City Crew damaged Water Yes No Bowie Blvd Bowie conduit Boulevard

Curtis, Duncan 7/7/2017 6/14/2017 Fallen Trail & General Liability Unmarked dip in road TPW Yes No Indigo Valley Drive

Jimenez, David Jr. 7/7/2017 6/24/2017 500 Riverside General Liability Vehicle struck low TPW Yes No Drive hanging electrical line

H&H Concrete on 7/7/2017 7/5/2017 200 Precinct Auto Collision-Driving Water Yes No Demand Inc. Line Road

Williams, Cedric B 7/7/2017 6/19/2017 Morris Street General Liability Vehicle damaged TPW No No from tar and street coating

Amaya, Allysa 7/11/2017 7/4/2017 300 Oakhurst General Liability 300 Oakhurst Scenic TPW No No Scenic Drive Drive

Jordan, Dana 7/11/2017 5/1/2017 101 Burton Hill General Liability City Crew damaged Water No No property

Thursday, July 27, 2017 Page 8 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Balch, Jonathan 7/11/2017 6/5/2017 3811 Monticello General Liability Sewer Blockage Water Yes No Drive

Turbine Engine 7/11/2017 6/15/2017 Hanger 17 & General Liability Property Damaged, by TPW Yes No Specialists Mecham Field flying debris

Wilson, Philip 7/11/2017 6/27/2017 1224 Banks Auto Collision-Driving Non-CFW No No Street

Cunningham, 7/12/2017 5/16/2017 Water EEOC EEOC Water No No Tjuanna Department

Lawler, Chad R 7/13/2017 7/3/2017 1025 N. Main General Liability Struck pothole on TPW Yes No Street railroad tracks

Marks, Mitchell 7/13/2017 4/3/2017 408 Mesa View General Liability Damage to sidewalk Water No No "Trae" Tylor Trail and Irrigation System

Phea, Donnie 7/13/2017 7/6/2017 West Seminary Bodily Injury Injured while riding the City No No Road T-Bus Management

Thursday, July 27, 2017 Page 9 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Williams, JD 7/13/2017 7/6/2017 West Seminary Bodily Injury Injured while riding the City No No Road T-Bus Management

Short, Kyle W. 7/17/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Devries, Paul 7/17/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Higgins, Holt 7/17/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Perez, Manuel 7/17/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Tatum, Bobby 7/17/2017 5/15/2017 5132 waterview General Liability Damaged to irrigation Water No No Court system

Weaver, Cliff 7/17/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17

Thursday, July 27, 2017 Page 10 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Barreda, Mario 7/17/2017 7/13/2017 South on General Liability Pothole TPW Yes No Victory Circle

Works, Marian 7/17/2017 6/9/2017 5001 Boulder General Liability High Water Bill Water Yes No lake Road

J & N Real Asset 7/17/2017 7/17/2017 4116 Piedmont General Liability Zoning Dispute Planning and Yes No Holdings, LLC Road Development

Scrivner, Justin 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Alexander, Brian 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Nelson, Chris 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Westmoreland, 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Don Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17

Thursday, July 27, 2017 Page 11 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Lambert, Jeff 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Salinas, John 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Renfro, Rhon 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Cacho, Alex 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Rhodes, Jason 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Ludwig, Gregg 7/18/2017 3/13/2017 5151 Hemphill General Liability Over spray to Property No No Avuen; Fire personal vehicle Management Station #17 parked at Fire station #17 Shell, Mark 7/19/2017 7/7/2017 Water Field General Liability Vehicle damaged by Water No No Ops Gate: 1608 gate malfunctioning 11th Ave gate

Thursday, July 27, 2017 Page 12 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

The Villages of 7/19/2017 8/31/2016 5736 Redgum General Liability City tree grew into wall Park and Yes No Woodland Spring Drive Recreation HOA

Valdez, Michael 7/20/2017 7/20/2017 1103 Park Street General Liability City Crew damaged Water Yes No water line

Mettler, Elsa 7/20/2017 4/17/2017 337 Grand General Liability Contact-Foreign Water Yes No Meadow Drive Object

Wolff, Justin 7/20/2017 7/18/2017 John David General Liability Vehicle Damaged by TPW Yes No Road/East of road construction Artisan Drive

Kylie Gomez 7/20/2017 7/6/2017 Southside Bodily Injury Slip, Trip, Fall TPW No Yes Community Center

Townley, Randall 7/20/2017 3/13/2017 5162 Hemphill General Liability Over spray to Property No No Road personal vehicle Management parked at Fire station #17 Whitley, Jared 7/20/2017 3/13/2017 5162 Hemphill General Liability Over spray to Property No No Road personal vehicle Management parked at Fire station #17

Thursday, July 27, 2017 Page 13 of 14 CLAIMANT DATE DATE OF LOCATION INCIDENT ALLEGATION DEPT ESTIMATE INJURY RECEIVED INCIDENT TYPE

Mower, Carmen 7/21/2017 7/19/2017 2603 S. Cherry General Liability Contact-Foreign TPW Yes No Lane Object

Shanley, Richard 7/24/2017 7/21/2017 I-820 South at Auto Collision-Driving Water No No Charles East Rosedale Street

Pine, Patrick 7/24/2017 7/13/2017 Gilvin Street & General Liability Pothole TPW No No 4th Street Downtown Fort

Thursday, July 27, 2017 Page 14 of 14 No Documents for this Section No Documents for this Section Zoning Docket items are linked on the Council Meeting Agenda. No Documents for this Section