08/05/2019-CC-Agenda Packet-Work SessionAGENDA
CITY COUNCIL WORK SESSION
MONDAY, AUGUST 5, 2019
5:00 PM
502 ELM STREET
SANGER, TEXAS
1.Call Meeting to Order
2.Overview of Governmental Accounting & Property Taxes
Overview of Governmental Accounting and Property Taxes presented by Clayton Gray, Finance
Director.
3.Presentation and Discussion on a Potential Public Improvement District
Presentation and Discussion by Developer on a Potential Public Improvement District (PID) on
Approximately 420 Acres Located East of BSNF Railroad and West of Marion Rd between FM
455 and Lois Rd.
4.Overview of Items on the Regular Agenda
5.Adjourn
I, the undersigned authority, do hereby certify that this Notice of Meeting was posted on the
City Website, and on the bulletin board, at the City Hall of the City of Sanger, Texas, a place
convenient and readily accessible to the general public at all times. Said notice was posted on the
following date and time, and remained posted continuously for at least 72 hours prior to the
scheduled time of said meeting and shall remain posted until meeting is adjourned.
POSTED August 2, 2019 at
12:30 PM
Cheryl Price City Secretary
City of Sanger, Texas
Date/Time Posted
This facility is wheelchair accessible and accessible parking spaces are available. Requests for additional
accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City
Secretary's office at (940) 4587930 for further information.
Page 1
CITY COUNCIL AGENDA MEMO
AGENDA ITEM NO. 2.
AGENDA MEETING DATE: August 5, 2019
TO: Alina Ciocan, City Manager
FROM: Clayton Gray, Finance Director
ITEM/CAPTION:
Overview of Governmental Accounting & Property Taxes
Overview of Governmental Accounting and Property Taxes presented by Clayton Gray, Finance Director.
AGENDA TYPE: Work Session
ACTION REQUESTED: Presentation
BACKGROUND:
N/A
LEGAL/BOARD COMMISSION RECOMMENDATIONS/CITIZEN NOTICE FEEDBACK:
N/A
FINANCIAL SUMMARY FUNDING/FISCAL IMPACT:
N/A
FUNDS:
N/A
STAFF RECOMMENDATION/ACTION DESIRED:
N/A
Page 2
CITY COUNCIL AGENDA MEMO
AGENDA ITEM NO. 3.
AGENDA MEETING DATE: August 5, 2019
TO: Alina Ciocan, City Manager
FROM: Ramie Hammonds, Development Services Director
ITEM/CAPTION:
Presentation and Discussion on a Potential Public Improvement District
Presentation and Discussion by Developer on a Potential Public Improvement District (PID) on Approximately 420
Acres Located East of BSNF Railroad and West of Marion Rd between FM 455 and Lois Rd.
AGENDA TYPE: Work Session
ACTION REQUESTED: N/A
BACKGROUND:
The applicant is presenting for discussion a proposed Public Improvement District (PID). The proposed mixed use
development would be approximately 420 acres and contain single family residential, townhome, and commercial sites.
LEGAL/BOARD COMMISSION RECOMMENDATIONS/CITIZEN NOTICE FEEDBACK:
N/A
FINANCIAL SUMMARY FUNDING/FISCAL IMPACT:
N/A
FUNDS:
N/A
STAFF RECOMMENDATION/ACTION DESIRED:
N/A
Page 3
CC WKS 08-05-19
FMSbonds, Inc.
Public Improvement Districts
fMMbon&,1nC.
111111111111111111111IMunicipal Bond Specialists
Disclosure
FMS ROLE AS UNDERWRITER AND NOT FINANCIAL ADVISOR
FMSbonds, Inc., is providing the information contained in this document for discussion purposes only in
anticipation of serving as underwriter to the "Issuer". The primary role of FMSbonds, Inc., ("FMS") as an
underwriter, is to purchase securities, for resale to investors, in an arms -length commercial transaction between
the Issuer and FMS. FMS may have financial and other interests that differ from those of the Issuer. FMS is not
acting as a municipal advisor, financial advisor or fiduciary to the Issuer or any other person or entity. The
information provided is not intended to be and should not be construed as "advice" within the meaning of
Section 15B of the Securities Exchange Act of 1934. The Issuer should consult with its own financial and/or
municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. The
Issuer should consider whether to engage an advisor to act in a fiduciary capacity on its behalf in connection
with this transaction.
Securities offered by FMSbonds, Inc., including annuities, are not insured by the FDIC or any government
agency; are not deposits or other obligations of or guaranteed by FMSbonds, Inc. or any of its affiliates; and are
subject to investment risks, including possible loss of the principal invested. FMSbonds, Inc. is a broker/dealer,
member FINRA/SIPC.
FMS has a policy that is designed to comply with the disclosure requirements under revised MSRB Rule G-23. In
conjunction with these requirements, we are providing the following disclosure to all of our municipal
underwriting clients.
Public h, ,irovement Districts
Development Using Public Improvement Districts
What are Public Improvement Districts?
Public Improvement Districts ("PID") are economic tools available to Texas cities / counties to fund public improvements that
benefit the area within the PID boundaries. Landowners within the PID are assessed for the benefits, rather than burdening the
general tax base or having to consent to the formation of an independent political subdivision.
PID Creation: Landowners can petition a city or county to establish a PID. Thereafter, PIDs are created by cities or counties.
Resources: The financial resources of PIDs are assessments levied on property owners within the PID. The assessments are based
on a percentage of benefited property. Additional revenues can be pledged to the project, thereby mitigating assessments. Other
revenues include: tax increment, parking, fees, appropriations, etc.
Financings: A PID (City or County) sells assessment revenue bonds and / or can generate annual revenues.
Governance: Appointed by the city council or commissioner's court (dependent district).
Eligible Costs: PIDs can finance a wide array of public infrastructure and development items, including:
■ landscaping; erection of fountains, distinctive lighting and signs;
■ acquiring, constructing, improving, widening, narrowing, or rerouting sidewalks, streets/roadways or rights -of -way;
■ construction or improvement of pedestrian malls;
■ acquisition, construction or improvement of libraries;
■ acquisition, construction or improvement of off-street parking facilities;
■ acquisition, construction, improvement or rerouting of mass transportation facilities;
■ acquisition, construction, or improvements of water, wastewater or drainage improvements;
■ the establishment or improvement of parks;
■ acquisition, by purchase or otherwise, of real property in connection with an authorized improvement;
■ special supplemental services for improvement and promotion of the district; and
■ payment of expenses incurred in the establishment, administration and operation of the district.
PA
Public It, firovement Districts
Development Using Public Improvement Districts
Who uses Public Improvement Districts?
PIDs have been used by cities and counties for residential (and commercial) development in lieu of other Special Districts (MUDs,
FWSDs, WCIDs) to fund roads, water, sewer, and other eligible costs.
The following is a partial list of Texas cities / counties that have utilized PIDs for development:
City of Arlington Town of Trophy Club
City of Aubrey Town of Northlake
Town of Argyle City of Lavon
City of Hackberry Town of Westlake
City of Leander City of Horseshoe Bay
City of Celina City of McAllen
City of El Paso City of Dripping Springs
City of Little Elm City of Lubbock
City of Irving Travis County
Hays County The Colony
City of Liberty Hill City of Royse City
City of Ferris City of Princeton
City of Kyle
City of San Marcos
City of Fate
Town of Flower Mound
City of Lago Vista
City of Coppell
City of Lewisville
City of Waxahachie
City of Shenandoah
City of Fort Worth
City of Galveston
City of Anna
3
Public h, ,irovement Districts
Special Assessment Bonds — Credit Mechanics
Assessment Bond Safeguards — For Successful Assessment Bond Sales, Underwriters Generally Require:
■ Value to Lien — while issued "up front," the VTL is typically 3:1— though this is determined on a project by project basis
■ All public approvals, entitlement and utility service delivery issues be resolved
■ Private sources of funding be fully committed so that funding (bonds plus private capital) exists for finished lots
■ Clean title from environmental and lien standpoint (development related mortgages are OK), normal due diligence matters
■ It is recommended that an appraisal / third -party market study and engineer's report be conducted
■ Builder contracts are preferred — they are the "gold standard" indicators of market demand and positively effect bond rates
■ The bond prospectus, deliberately and intentionally includes very little disclosure on the political subdivision
■ The prospectus also includes strong developer disclosures and risk factors
■ The bond proceeds are held by a trustee. The developer does not have access to the funds. The political subdivision (or its
designee) must approve each construction requisition
■ The bonds are secured by a debt service reserve fund, which serves as a "surge -tank" funding source should a delinquency
require enforcement action
■ Typically, 2-3 years capitalized interest is funded from the bonds
■ The strict nature of special assessments assures every property owner that their assessment cannot increase due to non-
payment by another landowner
Assessment / Credit Mechanics
■ Assessments are levied against each individual lot or parcel for the life of the PID (lien is known at time of purchase)
■ Assessment liens within the PID are subordinate only to governmental taxes
■ Generally, assessments are paid annually like ad valorem taxes, but the lien can be paid in full (unlike ad valorem taxes)
■ The land / homeowner is responsible for assessment payment (unlike MUD, no impact to owners for non-payment of others)
al
Public It, fdrovement Districts
Special Assessment Bonds — Associated Risks and Mitigation
Development Risk: The possibility the development does not take place or is not constructed as planned.
1. The Master Indenture outlines the steps required before proceeds may be released to the developer.
2. The issuer must inspect and certify that the work performed meets the agreement upon specifications. The
issuer then approves and submits the draw request to trustee.
3. The trustee must have this issuer certification before dispersing any proceeds from the project fund. Should
the work performed fail to meet the issuer's requirements or the not take place at all, the proceeds are
retained in the project fund and would ultimately be redirected to the repayment of the bonds.
Suitability of the Bond Investor: The possibility the PID bonds are purchased by an unsophisticated investor
with limited ability to absorb potential investment loss.
1. FMS voluntarily structures the bonds with minimum denominations of $100,000.
2. FMS voluntarily requires potential investors to be "Accredited Investors" or "Qualified Institutional Buyers".
3. In order to met either definition, investors must prove they have a high level of sophistication regarding
speculative investments, maintain a high level of liquidity, and can absorb potential investment losses.
Administrative / Continuing Disclosure Risk: The ongoing administration of monitoring of disclosure.
1. The issuer covenants to collect assessments on behalf of bondholders.
2. The issuer covenants to foreclose on property for non-payment of assessments.
3. In addition to the Issuer's 15c2-12 continuing disclosure requirements, the developer is required to submit
quarterly disclosures on the project and its progression.
5
Public It. drovement Districts
Special Assessment Bonds — Associated Risks and Mitigation
Declining Home Value / Default of Home Owner: The possibility that home values in the PID decline after the
issuance of the bonds or that one or more final home owners fail to pay the fixed assessments on the bonds.
1. Non-payment of assessments is treated in the same manner as property taxes.
2. Foreclosure proceedings are built into the bond documents.
3. To mitigate the time delay between a missed payment and foreclosure sale, PID bonds are also structured with
a Debt Service Reserve Funds and a Delinquency Reserve Fund. These funds help ensure there is no payment
gap due to timing requirements associated with the foreclosure process on individual lots.
4. Each homeowner is responsible for their own fixed assessments, one home owner's default does not adversely
affect their neighbors through the increase in assessments (i.e. MUD).
Determining Underlying Value (Real vs. Paper Value): The risk the "value" assigned to the project is not
supported by real world market demand.
1. Many issuer's request an appraisal to establish a "Value to Lien" for the project. While an appraisal report may
add additional support to a project, they should never be the sole determination of a project's value.
2. Inexperienced underwriters rely on appraisals as their key quantitative characteristic for the development.
3. It is the underwriter's responsibility to provide detailed information on the project in an offering document, so
investors may make their own decision as to the "value" of a project.
4. Instead of just an appraisal, a qualified underwriter will base the value of a project on fundamental data like
homebuilder contracts and money that has been spent by the developer on actual in ground improvements.
5. Using real world metrics rather than a hypothetical, future, appraised value allows potential investors to derive
a much more accurate "value" for a project and further establish a "lien per lot" value which, ultimately is how
a PID bond will be secured (i.e. individual home owner fixed assessment payments).
0
Public It, )rovement Districts
Possible Transaction Participants / Process Timeline
Overview of PID Bond Financing Team
Issuer Financing Team:
City / County Staff
City Attorney*
Bond Counsel*
Financial Advisor*
Appraiser*
Assessment Administrator*
Investor Financing Team:
Underwriter*
Underwriter's Counsel
Trustee*
Trustee's Counsel
Developer Financing Team:
Developer
Developer's Counsel
Engineer
* The Issuer (City or County) selects these professionals,
not the developer or development team.
Initial Working Group Meeting
PID Petition
Public Hearing
Working Group Meetings
Public Hearing — Project, Financing Plan, Levy Assessments
Prepare Bond Documents
a)
E [Distribute PLOM
Investor Call / Site Visits
Price Bonds
Transcript to Texas AG
Close and Deliver Bonds
Begin Construction
Once the development and financing agreement is approved, the
issuance process may take 3 — 6 months.
Public h. ,irovement Districts
PID Bond Indenture Structure / Flow of Assessments
Flow of Bond Proceeds
lo
PID Bond Investors
Underwriter
Trustee
(Appointed by the Issuer)
Debt Service Reserve Fund
Capitalized Interest Fund
PID Administrative Fund
Cost of Issuance Fund
Construction Fund*
Developer /
Project
Construction funds are only distributed to the Project upon inspection
and approval of the Issuer. Ultimately assets will be dedicated to the
Issuer and must meet their standards.
Flow of PID Assessment Payments
Landowner /
Homeowner
County Tax
Assessor
Issuer
Trustee
(Appointed by the Issuer)
PID Administrative Fund*
Pledged Revenue Fund
Debt Service Reserve Fund
PID Bond Investors
* The Issuer's PID Administrative Fund is held by the Trustee separate
from other funds and is not part of the Trust Estate or security for
the PID Bonds.
s
Public It. ,irovement Districts
PID Bond Assessments are Fixed Regardless of Future Home Value p)
$2,200
L
$2,000
O
0)
F-
O
_
$1.800
O
},
a�
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N
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$ i .600
N
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Q
J$1,400
x
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d9
$1,200
<
I$0.50
$1,000
$13,210 difference over 30 years
$0.46 $0.42 $0.38 $0.34
PID Effective Tax Rate Over Time
$0.31
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
PID Assessment MUD Levy Assessed Value
MUD Tax Rate - $0.5000 (The dollar value increases with the assessed value at the same tax rate).
PID Fixed Assessment at Bond Issuance - $0.5000 (The dollar value is locked in going forward).
Assumes a beginning home assessed value of $250,000 and increases at an annual rate of 2.0%.
$450,000
$400,000
$350,000
$300,000
$250.000
$200,000
W,
Public h rovement Districts
FMSbonds Successful PID Case Study
$%485,000
Crossroads PID
City of Princeton, Texas
Special Assessment Revenue
Bonds, Series 2018
Bond Sale Type:
Limited Public Offering (QIBs / Accredited Investors)
Bond Term Structure:
30 Year Fixed Rate Bonds
Bond Call Feature:
10 Year Par Call
Average Coupon:
6.500%
Financed Leverage:
2.03 to 1 ("as is" value to lien)
Minimum Bond Denominations:
$100,000
Debt Service Reserve:
100% Maximum Annual Debt Service
Capitalized Interest:
25 Months
Revenue and Security:
Fixed Assessments
Use of Bond Proceeds:
Water, Wastewater, Town Center Tract Improvements,
Right -of -Way Improvements and Soft Costs
PRI.Mo M ScM l
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Financing Summary
The District is an approximately 297 acre multi -use project planned to
include 355 single family homes, 624 multi -family units, 963,3000 SgFt of
retail and commercial space, 400,000 SgFt of medical/education space,
100,000 SgFt of senior living space, 45,000 SgFt of City office space and a
200 room hotel.
Despite the lack of demand indicators, a relatively remote sub -market, and
a leveraged value to lien, FMS was able to execute on this important
underwriting for the City.
The financing will provide critical "major infrastructure" installation opening
up development opportunities for significant portions of the City that
wouldn't develop otherwise. In addition, the transaction allows for a City
complex and desirable green space to the benefit of the community.
10
Public h )rovement Districts
FMSbonds Successful PID Case Study
$131955,000
Waterbrook PID
Town of Argyle, Texas
Special Assessment Revenue
Bonds, Series 2018
Bond Sale Type:
Limited Public Offering (QIBs / Accredited Investors)
Bond Term Structure:
30 Year Fixed Rate Bonds
Bond Call Feature:
10 Year Par Call
Average Coupon:
5.168%
Financed Leverage:
2.39 to 1 ("as complete" value to lien)
Minimum Bond Denominations:
$100,000
Debt Service Reserve:
100% Maximum Annual Debt Service
Capitalized Interest:
8 Months
Revenue and Security:
Fixed Assessments with TIRZ Credit for Commercial
Use of Bond Proceeds:
Roads, Sanitary Sewer, Water, Storm Drainage and
Detention, Landscaping, Parks and Soft Costs
Financing Summary
Waterbrook is an approximately 101.35 acre master planned project located
within the Town of Argyle, on the southeast corner of US Highway 377 and
FM 407 in the north -central region of the DFW MSA. Long-term
development of the property is planned for single family residential and
commercial uses, including office and retail. Additionally, the development
will include open spaces and amenities for residents and others to enjoy.
Due to leverage, the underlying credit, disclosure, and structuring concerns,
the bonds were privately placed with institutional investors. The original
plan of finance included using a tax increment revenue zone credit from the
Town to pay down the assessment for both residential and commercial.
FMS priced the bonds far beyond industry expectations and as a result of
this exceptional pricing, the Town was able to eliminate the residential TIRZ,
reduced the commercial TIRZ, and ultimately reduced both assessments.
11
Public 1i )rovement Districts
FMSbonds Successful PID Case Study
$41,745,000
Mercer Crossing PID
Public Finance Authority 1
Contract Revenue (Special Assessment)
Bonds, Series 2017
Bond Sale Type:
Private Placement
Bond Term Structure:
30 Year Fixed Rate Bonds
Bond Call Feature:
10 Year Par Call
Average Coupon:
6.890%
Financed Leverage:
3.61 to 1 ("as completed" value to lien)
Minimum Bond Denominations:
$100,000
Debt Service Reserve:
90% Average Annual Debt Service
Capitalized Interest:
18 Months
Revenue and Security:
Fixed Assessments and TIRZ Revenue
Use of Bond Proceeds:
Roads, Sanitary Sewer, Water, Storm Drainage and Soft
Costs
Financing Summary
Mercer Crossing is a 397 acre Master Planned Mixed -Use Development in
the heart of the DFW Metroplex. A "classic" infill development, Mercer
Crossing is surrounded by established commercial, hotel, retail, and office
development. Once completed, the Development will include: 736 single-
family homes; 111 townhomes; 2,250 multifamily units; an active senior
condominium community; two hotels totaling 295 rooms; 25,000 sq. ft of
restaurant uses; 65,000 sq. ft. of class 9 office space; 90,000 sq. ft. of retail
uses; and amenities including an amphitheater.
Due to existing market conditions, the underlying credit, disclosure, and
structuring concerns, the bonds were privately placed with an institutional
investor.
1. Financing through the Public Finance Authority (PFA) is challenging and not the preferred method of
financing Texas public infrastructure. Each participant should carefully evaluate the risks and
considerations involved. Governmental bodies should seek out consultation from professionals and
evaluate public policy / legal obligations related to the "consent" required for PFA issuance as well as
issues concerning continuing disclosure, enforcement, refunding risks and administrative risks.
12
FMSbor Inc. _
Unmatched Texas Public Improvement Bond Experience
FMS was the Number 1 PID bond underwriter in 2017, 2018 and YTD 2019.
■ Since January 2017, FMS has marketed and underwritten 59 Texas special assessment deals representing over $362.8 million
in Texas PID bonds. This represents an approximately 82% and 78% in market share respecitively.1
YTD 2019 Number of PID
Underwritings 1
YTD 2019 Par Amount of PID
Underwritings 1
■ FMS - 15 ■RBC - 0 - Piper -0 FMS - $81,455,000 ■ RBC - $0
N Stifel - 0 Wells Fargo - 0 ■ Citi - 0 Stifel - $0 Wells Fargo - $0
Morgan Stanely - 0 Morgan Stanely - $0
2017 - Present Number of PID
Underwritings 1
10%
0%
0
2 Piper - $0
■ Citi - $0
2017 - Present Par Amount of PID
Underwritings 1
io
/0
■ FMS - 59 RBC - 4 IPiper - 2 ■ FMS - $362,810,961 ■ RBC - $14,930,000 M Piper - $11,240,000
■ Stifel - 7 Wells Fargo - 0 V Citi - 0 ■ Stifel - $75,765,000 Wells Fargo - $0 ■ Citi - $0
Morgan Stanely - 0 Morgan Stanely - $0
1. PID bonds closed or priced through 6/18/2019. Full credit to each Manager.
2. Excludes PID bonds supported with ad valorem taxes and purposefully excludes Wisconsin PFA which have not been reviewed or approved by the Texas Attorney General. 13
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