It is recommended that the City Council:

1.  Adopt the attached ordinance (a) authorizing the issuance and approving the sale of Bonds in the principal amount set forth in the attached ordinance for the purpose of (i) paying a portion of the costs of the Major Improvements within the PID; (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 for the payment of principal and interest on the Bonds; (iv) paying a portion of the costs incidental to the organization of the district and (v) paying the cost of issuance of the Bonds and (b) approving and authorizing the execution of the Indenture of Trust setting for the terms of the Bonds and securing the pledge of assessments to the payment thereof; (c) approving and authorizing the execution of the Bond Purchase Agreement, pursuant to which Stifel, Nicolaus & Company, Incorporated, agree to purchase the Bonds from the City; (d) authorizing and approving the use of the Preliminary Limited Offering Memorandum and Final Offering Memorandum in connection with the pricing and sale of the Bonds and (e) authorizing and approving the execution of the Continuing Disclosure Agreement pursuant to which the City undertakes to make certain disclosure with respect to the Bonds as required by the Securities and Exchange Commission Rule 15c2-12 and (f) authorizing and approving the execution of the Agreement Regarding Conveyance of Right of redemption and Wavier of Agricultural Valuation - Fort Worth Public Improvement District No. 17 (Rock Creek Ranch) between the City, the Developer and the Landowners, pursuant to which the Landowners agree, among other things, to waive the rights of redemption in the event of any foreclosure sale of property within the PID.

2.  Adopt the attached ordinance increasing estimated receipts and appropriations in the Series 2017 Rock Creek Ranch PID Major Improvement Project Fund by $8,483,636.00, subject to the sale of special assessment revenue bonds and receipt of proceeds, to provide $2,759,319.00 in funding for water related improvements and $5,724,317.00 for sanitary sewer related improvements and up to $1,300,000.00 to pay for bond underwriting fees, cost of issuance, and a portion of the costs incidental to the organization of the PID;

3.  Adopt the attached ordinance increasing, subject to the sale of special assessment revenue bonds and receipt of proceeds, estimated receipts and appropriations in the Rock Creek Ranch PID Debt Service Fund by up to $1,550,000.00 in the required reserve account, to fund the required reserve and by up to $3,000,000.00 in the capitalized interest account, to fund the payment of interest on the bonds during and after the period of acquisition and construction of the major improvements.

The purpose of this Mayor and Council Communication (M&C) is to approve the issuance and sale of the Bonds that will allow the City of Fort Worth (City) to fund major water and sanitary sewer improvements associated with Fort Worth Public Improvement District No. 17 (Rock Creek Ranch).

Staff is recommending that these bonds be sold to Stifel, Nicolaus & Company, Incorporated pursuant to a bond purchase agreement resulting from a negotiated sale process conducted as a public underwriting.  The Bonds will have the terms set forth in the Indenture of Trust attached to the ordinance and will be non-rated 20-year bonds to match the timing of the assessments' annual installments.  Bonds will be sold only to Qualified Institutional Investors upon execution of an Investor Letter attached to the Preliminary Limited Offering Memorandum.  The purpose of the fully funded debt service reserve fund is to manage unforeseen payment delinquencies and timing of foreclosure proceedings.

Proceeds from the sale of the Bonds will be used to pay the cost of major improvements and of bond issuance and to fund the required reserve and capitalized interest accounts.  The approximate costs for each are presented in the table below: