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R-09-08-27-9G2 - 8/27/2009RESOLUTION NO. R -09-08-27-9G2 WHEREAS, the Cities of Austin, Texas and Round Rock, Texas have approved that one certain Assignment of Agreement Concerning Creation and Operation of Fern Bluff Municipal Utility District and Agreement Regarding Wastewater Service (the "Agreement") dated June 4, 1997, and WHEREAS, one of the responsibilities assumed Round Rock pursuant to the Agreement is the review bond issues proposed by Fern Bluff Municipal Utility WHEREAS, Fern Bluff Municipal Utility District issuance of approximately $4,435,000 in "Waterworks by the City of and approval of District, and is proposing the and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds Series 2009" (the "Bonds"), and WHEREAS, based upon the City's review of the Preliminary Official Statement and the proposed resolution approving the Bonds provided by Fern Bluff Municipal Utility District, the City Council is willing to approve said Bond issue, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the issuance by Fern Bluff Municipal Utility District of approximately $4,435,000 in "Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds Series 2009" is hereby approved. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this O:\wdOx\SCC1nts\0112\0905\MUNICIPAL\R9082,G2.DOC/rmc Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 27th day of August, 2009. ATTEST: SARA L. WHITE, City Secretary 2 ALAN MCGRAW, Mayor City of Round Rock, Texas THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF ROUND ROCK § I, SARA WHITE, City Secretary of the City of Round Rock, Texas, do hereby certify that I am the custodian of the public records maintained by the City and that the above and foregoing is a true and correct copy of Resolution Nol-Oliferaggwhich approves the issuance of approximately $4,435,000 in "Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2009." This resolution was approved by the City Council of the City of Round Rock, Texas, at a regular scheduled meeting held on the '` day of August 2009. These minutes are recorded in the official City Council Minute Book No. CERTIFIED by my hand and seal of the City of Round Rock, Texas on this 2day of 154, 2009. City Secretary City of Round Rock, Texas [SEAL] First Southwest Company 300 W. 6th Street Suite 1940 John Barganski Austin, Texas 78701 Assistant Vice President 512.481.2030 Direct jbarganski@frstsw.com 512.481.2010 Fax August 4, 2009 Ms. Cheryl Delaney Finance Director City of Round Rock 221 E. Main Street Round Rock, Texas 78664 Re: Fern Bluff Municipal Utility District $4,435,000 Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2009 Dear Ms. Delaney: Attached hereto is a draft of the Preliminary Official Statement related to the above referenced financing. A draft resolution approving the issuance of the bonds for the council's consideration will be provided under separate cover by Ms. Julie Houston of Winstead PC. This financing is market sensitive; therefore, the Board of Directors of the District would like to be in a position to sell the bonds as soon as possible. The key highlights of this financing, which are described more fully in the Preliminary Official Statement, are as follows: • The District is selling $4,435,000 principal amount of refunding bonds scheduled to mature in the years 2010 through 2020. • The District has an underlying rating from Standard & Poor's Corporation of "A-" and the District expects that the bonds will be insured and rated "AAA." The last several bond issues of the District have been insured and rated "AAA." • Bond proceeds are being used reduce the District's annual debt service expense. • The District is currently levying a $0.28 debt service tax and a $0.2295 maintenance tax. The District's 2009 prelim inary taxable value is $433,675,564. • The District is fully developed with 1,901 lots completed and 1,871 homes completed. The estimated population in the Di strict is in excess of 6,500. After review of the enclosed material, please call with any questions. We would be pleased to provide any additional information you may need. Sincerely, John Barganski Assistant Vice President cc: Mr. Steve Sheets, City Attorney, City of Round Rock Ms. Julie Houston, Winstead P.C. Mr. Phil Haag, McGinnis, Lochridge & Kilgore, L.L.P. Ms. Julie Peak, Firm 2 :7010 This Preliminary Official Statement is subject to completion and amendment. Upon sale of the Bonds, the Official Statement will be completed and delivered to the Underwriter. In the opinion of Winstead PC, "Bond Counsel," under existing law, and assuming compliance with certain covenants and the accuracy of certain representations, interest on the Bonds described herein is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; or included in a corporation's "adjusted current earnings" for purposes of computing its alternative minimum tax liability. See "LEGAL MATTERS." THE BONDS ARE DESIGNATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS. SEE "LEGAL MATTERS." NEW ISSUE — Book -Entry -Only Rating: S&P " ' See "MUNICIPAL BOND RATING ANT MUNICIPAL BOND INSURANCE" herein $4,435,000* FERN BLUFF MUNICIPAL UTILITY DISTRICT (A political subdivision of the State of Texas located within Williamson County) WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS SERIES 2009 The bonds described above (the "Bonds") are obligations solely of Fem Bluff Municipal Utility District (the "District") and are not obligations of the State of Texas, Williamson County, the City of Round Rock or any entity other than the District. Dated: September 1, 2009 Due: May 1, as shown below The Bonds, when issued, will constitute valid and legally binding obligations of the District and will be payable from the proceeds of an annual ad valorem tax, without legal limitation as to rate or amount, levied against all taxable property within the District and additionally from Net Revenues (as defined herein), if any, derived from the operation of the District's water and wastewater system. The District does not expect that Net Revenues will ever be sufficient in amount to contribute to the payment of debt service on the Bonds. THE BONDS ARE SUBJECT TO SPECIAL INVESTMENT CONSIDERATIONS DESCRIBED HEREIN. See "INVESTMENT CONSIDERATIONS." Principal of the Bonds will be payable at stated maturity or redemption upon presentation of the Bonds at the principal payment office of the paying agent/registrar, initially The Bank of New York Mellon Trust Company, N.A. (the "Paying Agent/Registrar"), currently in Dallas, Texas. Interest on the Bonds will accrue from September 1, 2009 and will be payable May 1 and November 1 of each year commencing November 1, 2009 until the earlier of maturity or redemption, and will be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. The Bonds will be registered and delivered only in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Bonds. Beneficial owners of the Bonds will not receive physical certificates representing the Bonds, but will receive a credit balance on the books of the nominees of such beneficial owners. So long as Cede & Co. is the registered owner of the Bonds, the principal, interest and the maturity amount of the Bonds will be paid by the Paying Agent/Registrar directly to DTC, which will, in turn, remit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds. See "THE BONDS—Book-Entry-Only-System." MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL REOFFERING YIELDS AND CUSIP NUMBERS Initial Initial Due Principal Interest Reoffering CUSIP Due Principal Interest Reoffering CUSIP May 1 Amount* Rate Yield(a) Number(b) May 1 Amount* Rate Yield(a) Number(b) 2010 $35,000 % % 2016 $435,000 2011 325,000 2017 480,000 2012 510,000 2018 495,000 2013 535,000 2019 250,000(c) 2014 550,000 2020 255,000(c) 2015 565,000 (a) Initial reoffering yield represents the initial offering yield to the public which has been established by the Underwriter (as herein defined) for offers to the public and which may be subsequently changed by the Underwriter and is the sole responsibility of the Underwriter. The initial reoffering yields indicated above represent the lower of the yields resulting when priced at maturity or to the first call date. Accrued interest from September 1, 2009, is to be added to the price. (b) CUSIP Numbers have been assigned to the Bonds by CUSIP Service Bureau and are included solely for the convenience of the purchasers of the Bonds. Neither the District nor the Underwriter shall be responsible for the selection or correctness of the CUSIP Numbers set forth herein. (c) Bonds maturing on and after May 1, 2019, are subject to redemption prior to maturity at the option of the District, in whole or from time to time in part, on May 1, 2018, or on any date thereafter, at a price equal to the principal amount thereof plus accrued interest to the date fixed for redemption. See "THE BONDS Redemption Provisions." The Bonds are offered by the District subject to prior sale, when, as and if issued by the District and accepted by the Underwriter, subject, among other things, to the approval of the initial Bonds by the Attorney General of the State of Texas and the legal opinion of Winstead PC, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by Fulbright & Jaworski L.L.P., Houston, Texas, as counsel to the Underwriter. Delivery of the Bonds is expected on or about September _, 2009. TO BE DETERMINED *Preliminary, subject to change. TABLE OF CONTENTS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL REOFFERING YIELDS AND CUSIP NUMBERS 1 USE OF INFORMATION IN OFFICIAL STATEMENT 3 SALE AND DISTRIBUTION OF THE BONDS 4 The Underwriter 4 Prices and Marketability 4 Securities Laws 4 OFFICIAL STATEMENT SUMMARY 5 SELECTED FINANCIAL INFORMATION (UNA UDITED) 8 PLAN OF FINANCING 9 Purpose 9 Outstanding Bonds 9 Refunded Bonds 10 Escrow Agreement 10 Sources and Uses of Funds 10 Debt Service Requirements 11 THE BONDS 12 Description 12 Book -Entry -Only System 12 Paying Agent/Registrar 13 Source of Payment 14 Funds 14 Redemption Provisions 14 Authority for Issuance 14 Registration and Transfer 14 Mutilated, Lost, Stolen or Destroyed Bonds 14 Replacement of Paying Agent/Registrar 15 Issuance of Additional Debt 15 Annexation 15 Consolidation 15 Remedies in Event of Default 16 Legal Investment and Eligibility to Secure Public Funds in Texas 16 Defeasance 16 THE DISTRICT 17 General 17 Description and Location 17 Planned Land Use 17 Status of Development 17 MANAGEMENT OF THE DISTRICT 18 THE SYSTEM 19 Regulation 19 Water Supply and Distribution 19 Wastewater Collection and Treatment 19 Storm Drainage 19 Waterworks and Sewer System Operating Statement 20 FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED) 21 Investments of the District 21 Estimated Overlapping Debt 22 Overlapping Taxes 22 2 TAX DATA 23 District Taxes 23 Historical Tax Rate Distribution 23 Historical Tax Collections 23 Tax Roll Information 23 Principal Taxpayers 24 Tax Adequacy for Debt Service 24 TAXING PROCEDURES 25 Property Tax Code and County -Wide Appraisal District 25 Property Subject to Taxation by the District 25 Valuation of Property for Taxation 26 District and Taxpayer Remedies 26 Levy and Collection of Taxes 26 Rollback of Operation and Maintenance Tax Rate 27 INVESTMENT CONSIDERATIONS 27 General 27 Factors Affecting Taxable Values and Tax Payments 27 Tax Collection Limitations and Foreclosure Remedies 28 Registered Owners' Remedies 28 Bankruptcy Limitation to Registered Owners' Rights 28 Future Debt 28 Marketability of the Bonds 29 Continuing Compliance with Certain Covenants 29 Bond Insurance 29 LEGAL MATTERS 30 Legal Proceedings 30 Opinion 30 Original Issue Discount 31 Original Issue Premium 31 Qualified Tax -Exempt Obligations for Financial Institutions 32 MUNICIPAL BOND RATING AND MUNICIPAL BOND INSURANCE 32 PREPARATION OF OFFICIAL STATEMENT 32 Sources and Compilation of Information 32 Financial Advisor 33 Consultants 33 Updating the Official Statement 33 Certification of Official Statement 33 CONTINUING DISCLOSURE OF INFORMATION 34 Annual Reports 34 Material Event Notices 34 Availability of Information From MSRB 34 Limitations and Amendments 34 Compliance with Prior Undertakings 35 MISCELLANEOUS 35 APPENDIX A—Financial Statement of the District USE OF INFORMATION IN OFFICIAL STATEMENT No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained in this OFFICIAL STATEMENT, and, if given or made, such other information or representation must not be relied upon as having been authorized by the District. This OFFICIAL STATEMENT is not to be used in an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the 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. All of the summaries of the statutes, resolutions, contracts, audited financial statements, engineering and other related reports set forth in this OFFICIAL STATEMENT are made 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, copies of which are available from First Southwest Company, the District's financial advisor (the "Financial Advisor"), 1021 Main Street, Suite 2200, Houston, Texas 77002, for further information. This OFFICIAL STATEMENT contains, in part, estimates, assumptions and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates, assumptions or matters of opinion, or as to the likelihood that they will be realized. Any information and expressions of opinion herein contained are subject to change without notice and neither the delivery of this OFFICIAL STATEMENT nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District or other matters described herein since the date hereof. However, the District has agreed to keep this OFFICIAL STATEMENT current by amendment or sticker to reflect material changes in the affairs of the District and, to the extent that information actually comes to its attention, the other matters described in the Official Statement until delivery of the Bonds to the Underwriter and thereafter only as specified in "PREPARATION OF OFFICIAL STATEMENT—Updating the Official Statement" and "CONTINUING DISCLOSURE OF INFORMATION." 3 SALE AND DISTRIBUTION OF THE BONDS The Underwriter The Bonds are being purchased by (the "Underwriter") pursuant to a bond purchase agreement with the District (the "Bond Purchase Agreement") at a price of $ (representing the par amount of the Bonds of $4,435,000*, less an underwriter's discount of $ , plus original issue premium of $ less an original issue discount of $ ), plus accrued interest on the Bonds to the date of delivery. The Underwriter's obligation is to purchase all of the Bonds, if any are purchased. See "PLAN OF FINANCING—Sources and Uses of Funds." The Underwriter has reviewed the information in this official statement pursuant to its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy of completeness of such information. Prices and Marketability The delivery of the Bonds is conditioned upon the receipt by the District of a certificate, as may be required by the District's Bond Counsel, executed and delivered by the Underwriter on or before the date of delivery of the Bonds stating the prices at which a substantial amount of the Bonds of each maturity has been sold to the public. For this purpose, the term "public" will not include any person who is a bond house, broker, of similar person acting in the capacity of underwriter or wholesaler. Otherwise, the District has no understanding with the Underwriter regarding the reoffering yields or prices of the Bonds. Information concerning reoffering yields or prices is the responsibility of the Underwriter. The prices and other terms with respect to the offering and sale of the Bonds may be changed from time to time by the Underwriter after the Bonds are released for sale, and the Bonds may be offered and sold at prices other than the initial offering prices, including sales to dealers who may sell the Bonds into investment accounts. In connection with the offering of the Bonds, the Underwriter may over -allot or effect transactions which stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The District has no control over trading of the Bonds in the secondary market. Moreover, there is no guarantee that a secondary market will be made in the Bonds. In such a secondary market, the difference between the bid and asked price of special district bonds may be greater than the difference between the bid and asked price of bonds of comparable maturity and quality issued by more traditional municipal entities, as bonds of such entities are more generally bought, sold, or traded in the secondary market. Securities Laws No registration statement relating to the offer and sale of the Bonds has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder. The Bonds have not been registered or qualified under the Securities Act of Texas in reliance upon various exemptions contained therein and the Bonds have not been registered or qualified under the securities laws of any other jurisdiction. The District assumes no responsibility for registration or qualifications of the Bonds under the securities laws of any other jurisdiction in which the Bonds may be offered, sold, or otherwise transferred. This disclaimer of responsibility for registration or qualification for sale or other disposition of the Bonds will not be construed as an interpretation of any kind with regard to the availability of any exemption form securities registration or qualification provisions in such other jurisdiction. 4 OFFICIAL STATEMENT SUMMARY The following is a brief summary of certain information contained herein which is qualified in its entirety by the detailed information appearing elsewhere in this OFFICIAL STATEMENT. THE SUMMARY SHOULD NOT BE DETACHED AND SHOULD BE USED IN CONJUNCTION WITH MORE COMPLETE INFORMATION CONTAINED HEREIN. Description... Redemption... Use of Proceeds... Authority for Issuance... Source and Security for Payment... Municipal Bond Rating and Municipal Bond Insurance... *Preliminary, subject to change. THE BONDS $4,435,000* Fern Bluff Municipal Utility District Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2009 (the "Bonds") are issued pursuant to a resolution (the "Bond Resolution") of the District's Board of Directors. The Bonds are scheduled to mature in the years 2010 through 2020, both inclusive, in the principal amounts shown on the cover page hereof. See "MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL REOFFERING YIELDS AND CUSIP NUMBERS." The Bonds will be issued in book -entry form only in denominations of $5,000 or integral multiples of $5,000. Interest on the Bonds accrues from September 1, 2009, and is payable on November 1, 2009, and on each May 1 and November 1 thereafter, until the earlier of maturity or redemption. See "THE BONDS--Book-Entry-Only System." The Bonds maturing on or after May 1, 2019 are subject to redemption at the option of the District prior to their maturity dates on May 1, 2018, or on any date thereafter at a price of par plus interest accrued to the date fixed for redemption. See "THE BONDS—Redemption Provisions." Proceeds from the sale of the Bonds, together with other lawfully available funds of the District, will be used to (i) pay certain costs incurred in connection with the issuance of the Bonds and (ii) currently refund $625,000* of the District's Waterworks and Sewer System Unlimited Tax and Revenue Refunding Bonds, Series 1997 (the "Series 1997 Bonds"), $1,475,000* of the District's Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 1998 (the "Series 1998 Bonds"), and $2,335,000* of the District's Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2000 (the "Series 2000 Bonds") in order to achieve net savings in the District's annual debt service expense. See "PLAN OF FINANCING." The Bonds are issued pursuant to the Bond Resolution and the Texas Constitution and the general laws of the State of Texas, particularly Chapter 1207, Texas Government Code, as amended. See "THE BONDS --Authority for Issuance" and "--Issuance of Additional Debt." Principal of and interest on the Bonds are payable from the proceeds of a continuing, direct, annual ad valorem tax, without legal limitation as to rate or amount, levied against taxable property within the District and additionally from Net Revenues (as defined herein), if any, derived from operation of the District's water and wastewater system. The District does not anticipate that Net Revenues will ever be sufficient in amount to contribute to the payment of debt service. The Bonds are obligations of the District and are not obligations of the City of Round Rock, Williamson County, the State of Texas or any entity other than the District. See "THE BONDS—Source of Payment." Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") has assigned an underlying rating to the Bonds of " ." An explanation of the rating may be obtained from Standard & Poor's Ratings Group, 55 Water Street, New York, New York 10041. The fees associated with the rating assigned by S&P will be paid by the District; however, the fee associated with ratings provided by other agencies, if any, will be at the expense of the Underwriter. See "MUNICIPAL BOND RATING AND MUNICIPAL BOND INSURANCE." S&P is expected to assign its municipal bond rating of "AAA" to this issue of Bonds with the understanding that upon delivery of the Bonds, a municipal bond insurance policy guaranteeing the timely payment of the principal of and interest on the Bonds will be issued by (the "Insurer"). 5 Qualified Tax -Exempt Obligations... Bond Counsel... General Counsel... Underwriter's Counsel... Financial Advisor... Paying Agent/Registrar... In the Bond Resolution, the District will designate the Bonds as "qualified tax-exempt obligations," and the District represents that it has or will take such action as it deems necessary for the Bonds to constitute "qualified tax-exempt obligations." See "LEGAL MATTERS --Qualified Tax Exempt Obligations for Financial Institutions." Winstead PC, Austin, Texas. See "MANAGEMENT OF THE DISTRICT" and "LEGAL MATTERS." McGinnis, Lochridge & Kilgore, L.L.P., Austin, Texas. See "MANAGEMENT OF THE DISTRICT." Fulbright & Jaworski L.L.P., Houston, Texas. First Southwest Company, Houston, Texas. See "MANAGEMENT OF THE DISTRICT." The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. Investment Considerations... The purchase and ownership of the Bonds are subject to special investment considerations and all prospective purchasers are urged to examine carefully the entire Official Statement with respect to the investment security of the Bonds, including particularly the section captioned "INVESTMENT CONSIDERATIONS." Description... Location... Status of Development... THE DISTRICT The District is a political subdivision of the State of Texas, created by order of the Texas Water Commission (predecessor to the Texas Commission on Environmental Quality) on June 10, 1986, under Article XVI, Section 59 of the Texas Constitution, and operates pursuant to Chapters 49 and 54 of the Texas Water Code, as amended. The District consists of approximately 701 acres of land. See "THE DISTRICT— General." The District is located approximately 16 miles north of the central downtown business district of the City of Austin and 3 miles west of the City of Round Rock, Texas and lies wholly within the exclusive extraterritorial jurisdiction of the City of Round Rock (see "THE BONDS—Annexation") and within the Round Rock Independent School District. The District is comprised of two non-contiguous parcels of land. Access to the Fern Bluff and Stone Canyon subdivisions is provided by Interstate Highway 35 from Austin to Ranch Road 620 to Wyoming Springs Road and access to Oak Brook subdivision is provided by Ranch Road 620 to Great Oaks Drive. See "THE DISTRICT—Description and Location." Development of the land within the District began in 1987. Water supply and distribution, wastewater collection and storm drainage facilities are available to serve the entire District. Single-family residential development includes the subdivisions of Fern Bluff, Stone Canyon and Oak Brook (collectively, 1,901 single-family lots on approximately 535 acres). As of June 1, 2009, 1,871 homes were completed in the District, no homes were under construction and 30 developed lots were available for home construction. There are approximately 144 acres of land within the District devoted to recreation and approximately 22 acres are owned by the Round Rock Independent School District where Fern Bluff Elementary School has been constructed. See "THE DISTRICT— Status of Development" and "THE SYSTEM." 6 Water and Wastewater... Payment Record.. Water supply is being provided to the District by the City of Round Rock through a water supply agreement which provides for the sale of bulk water to the District. Wastewater treatment for the District is provided by a regional wastewater collection and treatment project known as the Brushy Creek Regional Project (the "Regional Project"). Participants in the Regional Project include the Lower Colorado River Authority ("LCRA") and the Cities of Round Rock, Cedar Park and Austin. Wastewater treatment for the District is provided by the LCRA through its participation in the Regional Project. According to the District's engineer, the District's share of the Regional Project is sufficient to serve the District at full development. See "THE SYSTEM." The District has previously issued $17,315,000 of waterworks and sewer system combination unlimited tax and revenue bonds in six series and $4,600,000 in waterworks and sewer system combination unlimited tax and revenue refunding bonds in two series. The District currently has $11,255,000 of such bonds outstanding as of June 1, 2009 (the "Outstanding Bonds"). The District has never defaulted on either the principal or interest payments on the Outstanding Bonds. See "PLAN OF FINANCING—Outstanding Bonds." 7 SELECTED FINANCIAL INFORMATION (UNAUDITED) 2008 Certified Taxable Assessed Valuation $452,990,810 (a) 2009 Preliminary Taxable Assessed Valuation $433,675,564 (b) Gross Direct Long -Term Debt Outstanding $ 11,255,000 (c) * Estimated Overlapping Debt 24,957,269 (d) Gross Direct Long -Term Debt and Estimated Overlapping Debt $ 36,212,269 (c,d)* Ratio of Gross Long -Term Debt to: 2009 Preliminary Taxable Assessed Valuation 2.60% * Ratio of Gross Long -Term Debt and Estimated Overlapping Debt to: 2009 Preliminary Taxable Assessed Valuation 8.35% * Funds Available as of June 9, 2009: Debt Service Fund Balance $1,184,357 Operations and Maintenance Fund $1,882,612 Park Fund $ 289,353 Capital Projects Fund $ 41,090 Average Annual Debt Service Requirement (2010-2020) $1,269,967 Maximum Annual Debt Service Requirement (2010) $1,282,974 (e,f) (c)* (c)* 2008 Debt Service Tax Rate $0.2800 2008 Maintenance Tax Rate 0.2295 Total $0.5095 Tax Rate Required to Pay Average Annual Debt Service (2010-2020) at 95% Collection Rate Based Upon the 2009 Preliminary Taxable Assessed Valuation $0.31 * Tax Rate Required to Pay Maximum Annual Debt Service (2010) at 95% Collection Rate Based Upon the 2009 Preliminary Taxable Assessed Valuation $0.32 * Current Tax Collections (2004-2008) 99.66% Status of Development as of June 1, 2009: Total Homes ( occupied) 1,871 Homes Under Construction 0 Vacant Developed Lots 30 Estimated Population 6,549 (g) (a) As certified by the Williamson County Appraisal District (the "Appraisal District"). (b) Provided by the Appraisal District as a preliminary indication of the 2009 taxable value (as of January 1, 2009). Such amount is subject to review and adjustment prior to certification. (c) After the issuance of the Bonds. See "PLAN OF FINANCING—Debt Service Requirements." (d) See "FINANCIAL INFORMATION CONCERNING THE DISTRICT—Estimated Overlapping Debt." (e) Does not exclude approximately $ the District expects to contribute toward the purpose for which the Bonds are being issued. (f) Neither the Bond Resolution nor Texas law requires the District to maintain any specific balances. (g) Based upon 3.5 residents per completed single-family residence. *Preliminary, subject to change. 8 PRELIMINARY OFFICIAL STATEMENT $4,435,000* FERN BLUFF MUNICIPAL UTILITY DISTRICT (A political subdivision of the State of Texas located within Williamson County) WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS SERIES 2009 This Official Statement provides certain information in connection with the issuance by Fern Bluff Municipal Utility District (the "District") of its $4,435,000* Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2009 (the "Bonds"). The Bonds are issued pursuant to the Texas Constitution and general laws of the State of Texas, particularly Chapter 1207, Texas Govemment Code, as amended, and a resolution authorizing the issuance of the Bonds (the "Bond Resolution") adopted by the Board of Directors of the District (the "Board"). This Official Statement includes descriptions, among others, of the Bonds and the Bond Resolution, and certain other information about the District. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each document. Copies of documents may be obtained from Winstead PC, 401 Congress Avenue, Suite 2100, Austin, Texas 78701. PLAN OF FINANCING Purpose At an election held June 30, 1986, voters of the District authorized the issuance of $45,000,000 of waterworks and sewer system unlimited tax and revenue bonds for the purpose of providing and maintaining improvements and facilities consistent with the purposes for which the District was created. The District has issued $17,315,000 principal amount of waterworks and sewer system combination unlimited tax and revenue bonds and $4,600,000 principal amount of waterworks and sewer system combination unlimited tax and revenue refunding bonds as shown below under "Outstanding Bonds." The District currently has $11,255,000 principal amount of its bonds outstanding (the "Outstanding Bonds"). A portion of the proceeds of the Bonds together with other lawfully available funds of the District, will be used to currently refund a portion of the District's Waterworks and Sewer System Unlimited Tax and Revenue Refunding Bonds, Series 1997 Bonds, a portion of the District's Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 1998 Bonds, and a portion of the District's Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2000 Bonds totaling $4,435,000* (the "Refunded Bonds") in order to achieve a savings in the District's annual debt service expenses. A portion of the proceeds will also be used to pay the costs of issuance of the Bonds. See "Sources and Uses of Funds." A total of $6,820,000* in principal amount of the Outstanding Bonds will remain outstanding after the issuance of the Bonds (the "Remaining Outstanding Bonds"). Outstanding Bonds The following table lists the original principal amount of Outstanding Bonds, and the current principal balance of the Outstanding Bonds, the Refunded Bonds and the Remaining Outstanding Bonds. Original Principal Remaining Principal Currently Refunded Outstanding Series Amount Outstandinz Bonds* Bonds* 1991 $1,500,000 $ 0 $ 0 $ 0 1993 700,000 0 0 0 1996 4,350,000 0 0 0 1997 (Refunding) 1,210,000 730,000 625,000 105,000 1998 4,880,000 3,500,000 1,475,000 2,025,000 2000 3,750,000 2,510,000 2,335,000 175,000 2001 2,135,000 1,265,000 0 1,265,000 2004 (Refunding) 3,390,000 3,250,000 0 3,250,000 Total $21,915,000 $11,255,000 $4,435,000 $6,820,000 *Preliminary, subject to change. 9 Refunded Bonds Proceeds of the Bonds will be applied to (i) currently refund the Series 1997 Bonds, Series 1998 Bonds, and Series 2000 Bonds in the principal amounts and maturity on the dates set forth below and (ii) pay certain costs of issuing the Bonds. Maturity Date Series Series Series May 1 1997* 1998* 2000* 2011 $ 110,000 $ 0 $185,000 2012 120,000 175,000 195,000 2013 125,000 190,000 205,000 2014 130,000 200,000 215,000 2015 140,000 205,000 225,000 2016 0 205,000 240,000 2017 0 245,000 250,000 2018 0 255,000 260,000 2019 0 0 275,000 (a) 2020 0 0 285,000 (a) $625,000 $1,475,000 $2,335,000 Redemption Date: September , 2009 September _, 2009 September , 2009 (a) Consisting of a term bond in the aggregate principal amount of $560,000 maturing May 1, 2020 and subject to mandatory sinking fund redemption. Escrow Agreement The Refunded Bonds, and the interest due thereon, are to be paid on the redemption date from funds to be deposited with The Bank of New York Mellon Trust Company, N.A., Dallas, Texas as paying agent for the Refunded Bonds (the "Paying Agent for the Refunded Bonds"). The Bond Resolution provides that the District and the Paying Agent for the Refunded Bonds will enter into a deposit and escrow agreement (the "Escrow Agreement") to provide for the discharge and defeasance of the Refunded Bonds. The Bond Resolution further provides that from the proceeds of the sale of the Bonds and other available funds of the District, the District will deposit with the Paying Agent for the Refunded Bonds the amount necessary to accomplish the discharge and final payment of the Refunded Bonds. Such funds will be held by the Paying Agent for the Refunded Bonds in a segregated escrow account (the "Escrow Fund"). By the deposit of the cash with the Paying Agent for the Refunded Bonds pursuant to the Escrow Agreement, and the making of irrevocable arrangements for the giving of notice of redemption of the Refunded Bonds, the terms of the prior resolutions of the District securing payment of the Refunded Bonds shall have been satisfied and such Refunded Bonds will no longer be considered outstanding except for the payment out of amounts so deposited, and the amounts so deposited and invested in the Escrow Fund will constitute firm banking arrangements under Texas law for the discharge and final payment of the Refunded Bonds. Sources and Uses of Funds The proceeds derived from the sale of the Bonds, exclusive of accrued interest, will be applied as follows: Sources of Funds: Principal Amount of the Bonds $ District Contribution from Debt Service Net Premium Accrued Interest Total Sources of Funds $ Uses of Funds: Deposit to Redemption Fund Deposit to Debt Service Fund Issuance Expenses and Underwriter's Discount Total Uses of Funds $ *Preliminary, subject to change. 10 Debt Service Requirements The following sets forth the debt service requirements for the Outstanding Bonds, less the debt service on the Refunded Bonds ($4,435,000* principal amount), plus the estimated debt service on the Bonds. Outstanding Bonds Less: Plus: Debt Service on the Total Calendar Debt Service Debt Service on the Series 2009 Refunding Bonds* Debt Service Year Requirements Refunded Bonds* Principal Interest Requirements* 2009 $ 253,556.88 (a) $ 113,115.00 $ 39,859.38 $ 180,301.26 2010 1,315,116.26 226,230.00 $ 35,000.00 159,087.50 1,282,973.76 2011 1,314,930.01 513,458.75 325,000.00 154,675.00 1,281,146.26 2012 1,312,318.76 688,202.50 510,000.00 142,962.50 1,277,078.76 2013 1,307,188.76 692,448.75 535,000.00 126,618.75 1,276,358.76 2014 1,299,537.51 690,276.25 550,000.00 108,300.00 1,267,561.26 2015 1,299,445.63 686,817.50 565,000.00 88,081.25 1,265,709.38 2016 1,293,238.75 536,093.75 435,000.00 68,787.50 1,260,932.50 2017 1,291,002.50 562,543.75 480,000.00 50,487.50 1,258,946.25 2018 1,286,331.25 557,281.25 495,000.00 30,987.50 1,255,037.50 2019 1,306,293.75 297,181.25 250,000.00 15,962.50 1,275,075.00 2020 1,300,875.00 292,481.25 255,000.00 5,418.75 1,268,812.50 Total $ 14,579,835.06 $ 5,856,130.00 $ 4,435,000.00 $ 991,228.13 $ 14,149,933.19 (a) Excludes the District's May 1, 2009 debt service payment in the amount of $1,068,050.63. Maximum Annual Debt Service Requirement (2010) $1,282,974* Average Annual Debt Service Requirements (2010-2020) $1,269,967* *Preliminary, subject to change. 11 THE BONDS Description The Bonds will be dated September 1, 2009, with interest payable on November 1, 2009 and on each May 1 and November 1 thereafter (each an "Interest Payment Date") until the earlier of maturity or redemption. Interest will be computed on the basis at a 360 -day year of twelve 30 -day months. The Bonds mature on May 1 of the years and in the amounts and bear interest at the rates shown under the table on the cover page hereof. The Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to The Depository Trust Company, New York, New York ("DTC") in its nominee name of Cede & Co., pursuant to the Book -Entry Only System described herein. No physical delivery of the Bonds will be made to the owners thereof. Initially, principal of and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., as registered owner. DTC will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "THE BONDS --Book Entry -Only System." In the event the Book -Entry -Only System is discontinued and physical bond certificates issued, interest on the Bonds will be payable by check on or before each interest payment date, mailed by the Paying Agent/Registrar to the registered owners ("Registered Owners") as shown on the bond register (the "Register") kept by the Paying Agent/Registrar at the close of business on the 15th calendar day (whether or not a business day) of the month immediately preceding each interest payment date to the address of such Registered Owner as shown on the Register, or by such other customary banking arrangements as may be agreed upon by the Paying Agent/Registrar and a Registered Owner at the risk and expense of such Registered Owner. If the date for payment of the principal of or interest on any Bond is not a business day, then the date for such payment will be the next succeeding business day, as defined in the Bond Resolution, without additional interest and with the same force and effect as if made on the specified date for such payment. Book -Entry -Only System The information in this section concerning DTC and DTC 's book -entry system has been obtained from sources that the District and the Underwriter believe to be reliable, but the District and the Underwriter take no responsibility for the accuracy or completeness thereof. The District and the Underwriter cannot and do not give any assurances that DTC, DTC Direct Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest or principal with respect to the Bonds, (b) Bonds representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) prepayment or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis or that DTC, DTC Direct Participants or DTC Indirect Participants will act in the manner described in this Official Statement. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedure" of DTC to be followed in dealing with DTC Direct Participants are on file with DTC. The Depository Trust Company ("DTC"), New York, NY, 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 Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest 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 I7A 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 regulated 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 corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. 12 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. 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 effect 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. Redemption notices shall be sent to DTC. If less than all of the Current Interest Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue 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 MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District (or the Trustee on behalf thereof) 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, premium, if any, interest payments and redemption proceeds 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 District or Paying Agent, on payable 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, the Paying Agent, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, interest payments and redemption proceeds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Paying Agent, 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 depository with respect to the Bonds at any time by giving reasonable notice to the District or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The District 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. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof. Paving Agent/Rezistrar The Board has selected The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as the initial Paying Agent/Registrar for the Bonds. Provision is made in the Bond Resolution for termination of the Paying Agent/Registrar, provided that no such termination is effective until a successor paying agent/registrar has accepted the duties of the Paying Agent/Registrar under the provisions of the Bond Resolution. Any successor paying agent/registrar selected by the District must be a national or state banking institution, must be an association or corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, must be subject to supervision or examination by federal or state authority, and must be authorized by law to serve as, and perform the duties and services of, paying agent and registrar for the Bonds. 13 Source of Payment While the Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, the District covenants to levy a continuing direct annual ad valorem tax, without legal limit as to rate or amount, upon all taxable property in the District sufficient to pay the principal of and interest on the Bonds, with full allowance being made for delinquencies and costs of collection. In the Bond Resolution, the District covenants that said taxes are irrevocably pledged to the payment of the interest on and principal of the Bonds and the Remaining Outstanding Bonds. The Bonds are further payable from and secured by a pledge of and lien on certain Net Revenues, if any, of the District's water and sewer system (the "System"). Net Revenues are defined by the Bond Resolution as all income that is derived from the ownership and operation of the District's System as the same is purchased, constructed or otherwise acquired, which remains after deducting the operation and maintenance expenses of the System, but not including income derived from contracts that are pledged for payment of any special project bonds that may be issued. It is not expected that the Net Revenues will ever be sufficient to contribute to debt service payments. The Bonds are obligations of the District and are not the obligations of the State of Texas, Williamson County, the City of Round Rock, or any entity other than the District. Funds The Bond Resolution establishes the Debt Service Fund into which the proceeds from all taxes levied, appraised and collected for and on account of the Bonds authorized by the Bond Resolution shall be deposited, as collected, in such fund. Accrued interest on the Bonds shall be deposited into the Debt Service Fund upon receipt. Redemption Provisions The District reserves the right, at its option, to redeem the Bonds maturing on or after May 1, 2019 prior to their scheduled maturities, in whole or, from time to time in part, in integral multiples of $5,000 on May 1, 2018, or any date thereafter, at a price of par value plus accrued interest on the principal amounts called for redemption to the date fixed for redemption. If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. If less than all of the Bonds are redeemed at any time, the particular maturities of Bonds to be redeemed will be selected by the District. If less than all of the Bonds of a particular maturity are to be redeemed, the Paying Agent/Registrar will select the particular Bonds to be redeemed by such random method as it deems fair and appropriate (or by DTC in accordance with its procedures while the Bonds are in Book -Entry -Only form). Notice of any redemption identifying the Bonds to be redeemed in whole or in part must be given by the Paying Agent/Registrar not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption to DTC while the Bonds are in Book -Entry -Only form and thereafter by sending written notice by United States mail, first class, postage prepaid, to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the Bond Register. Notice of redemption having been given, Bonds to be redeemed will become due and payable on the redemption date, and on and after such date (unless the District defaults in payment of the redemption price), such Bonds will cease to pay interest. Authority for Issuance The Bonds are issued by the District pursuant to the terms and conditions of the Bond Resolution, Article XVI, Section 59 of the Texas Constitution; Chapter 1207, Texas Government Code, as amended; Chapters 49 and 54 of the Texas Water Code, as amended; and the general laws of the State of Texas. Before the Bonds can be issued, the Attorney General of Texas must approve the issuance of the Bonds and pass upon the legality of certain related matters. The Attorney General of Texas does not guarantee or pass upon the safety of the Bonds as an investment or upon the adequacy of the information contained in this OFFICIAL STATEMENT. Registration and Transfer So long as any Bonds remain outstanding, the Paying Agent/Registrar will keep the register at its principal payment office and, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar will provide for the registration and transfer of Bonds in accordance with the Bond Resolution. While the Bonds are in the Book -Entry - Only system, Bonds will be registered in the name of Cede & Co. and will not be transferred. See "THE BONDS--Book- Entry-Only System." Mutilated, Lost, Stolen or Destroyed Bonds In the event the Book -Entry -Only System should be discontinued, the District has agreed to replace mutilated, destroyed, lost or stolen Bonds upon surrender of the mutilated Bonds, or receipt of satisfactory evidence of such destruction, loss or theft, and receipt by the District and the Paying Agent/Registrar of security or indemnity which they determine to be sufficient. The District may require payment of taxes, governmental charges and other expenses in connection with any such replacement. 14 Issuance of Additional Debt The District may issue additional bonds, with the approval of the Texas Commission on Environmental Quality ("TCEQ"), necessary to provide and maintain improvements and facilities consistent with the purposes for which the District was created. See "THE DISTRICT—General." The District's voters have authorized the issuance of $45,000,000 of waterworks and sewer system combination unlimited tax and revenue bonds for the purpose of providing water, wastewater and storm drainage facilities to the land within its boundaries. The District currently has $27,685,000 of waterworks and sewer system combination unlimited tax and revenue bonds authorized but unissued. The District is also authorized by statute to engage in fire -fighting activities and to issue bonds payable from taxes for such purpose. Before the District could issue fire -fighting bonds payable from taxes, the following actions would be required: (a) amendments to the existing City of Round Rock ordinance specifying the purposes for which the District may issue bonds; (b) authorization of a detailed master plan and bonds for such purpose by the qualified voters in the District; (c) approval of the master plan and issuance of bonds by the TCEQ; and (d) approval of bonds by the Attorney General of Texas. However, it is not anticipated at this time that such bonds will be issued by the District. Issuance of bonds for fire- fighting activities could dilute the investment security for the Bonds. The District is authorized by statute to develop parks and recreational facilities, including the issuing of bonds payable from taxes for such purpose. Before the District could issue park bonds payable from taxes, the following actions would be required: (a) amendments to existing city ordinances specifying the purposes for which the District may issue bonds; (b) preparation of a detailed park plan; (c) authorization of park bonds by the qualified voters in the District; (d) approval of the park projects and bonds by the Commission; and (e) approval of the bonds by the Attorney General of Texas. If the District does issue park bonds, the outstanding principal amount of such bonds may not exceed an amount equal to one percent of the value of the taxable property in the District. The Board has not considered authorizing the preparation of a park plan or calling a park bond election at this time. Annexation Until May 8, 1997, the District was included in the extraterritorial jurisdiction ("ETJ") of the City of Austin. Texas law permits cities to release certain land from their ETJs. On May 8, 1997, the City of Austin released the District from its ETJ and the City of Round Rock included the District in its ETJ. The annexation provisions of Chapter 42, Texas Local Government Code, have not been affected; however, such provisions and requirements are now being exercised by the City of Round Rock rather than the City of Austin. Chapter 42, Texas Local Government Code, provides that, within the limits described therein, the unincorporated area contiguous to the corporate limits of any city comprises that city's ETJ. The size of ETJ depends in part on the city's population. For the City of Round Rock, the ETJ consists of all the contiguous unincorporated areas, not a part of any other city or that city's ETJ within two (2) miles of the corporate limits of the City of Round Rock. With certain exceptions, a city may annex territory only within the confines of its ETJ. When a city annexes additional territory, the city's ETJ expands in conformity with such annexation. The District may be annexed by the City of Round Rock without the District's consent; however, under Texas law, the City of Round Rock cannot annex territory within the District unless it annexes the entire District. If the District is annexed, the City of Round Rock will assume the District's assets and obligations (including the Bonds) and dissolve the District. Annexation of territory by the City of Round Rock is a policy-making matter within the discretion of the Mayor and the City Council of the City of Round Rock, and therefore, the District makes no representation that the City of Round Rock will ever annex the District and assume its debt. Moreover, no representation is made concerning the ability of the City of Round Rock to make debt service payments should annexation occur. Consolidation A municipal utility district (such as the District) has the legal authority to consolidate with other districts and, in connection therewith, to provide for the consolidation of its assets, such as cash and the utility system, with the water and wastewater systems of districts with which it is consolidating as well as its liabilities (which would include the Bonds). No representation is made concerning the likelihood of consolidation. 15 Remedies in Event of Default If the District defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if it fails to make payments into any fund or funds created in the Bond Resolution, or defaults in the observation or performance of any other covenants, conditions, or obligations set for the in the Bond Resolution, the Registered Owners have the statutory right of a writ of mandamus issued by a court of competent jurisdiction requiring the District and its officials to observe and perform the covenants, obligations, or conditions prescribed in the Bond Resolution. Except for mandamus, the Bond Resolution does not specifically provide for remedies to protect and enforce the interests of the Registered Owners. 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. Further, there is no trust indenture or trustee, and all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. Statutory language authorizing local governments such as the District to sue and be sued does not waive the local government's sovereign immunity from suits for money damages, so that in the absence of other waivers of such immunity by the Texas Legislature, a default by the District in its covenants in the Bond Resolution may not be reduced to a judgment for money damages. If such a judgment against the District were obtained, it could not be enforced by direct levy and execution against the District's property. Further, the Registered Owners cannot themselves foreclose on property within the District or sell property within the District to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. The enforceability of the rights and remedies of the Registered Owners may further 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 District. See "INVESTMENT CONSIDERATIONS --Registered Owners' Remedies --Bankruptcy Limitation to Registered Owners' Rights." Legal Investment and Eligibility to Secure Public Funds in Texas The following is quoted from Section 49.186 of the Texas Water Code, and is applicable to the District: "All bonds, notes, and other obligations issued by a district shall be legal and authorized investments for all banks, trust companies, building and loan associations, savings and loan associations, insurance companies of all kinds and types, fiduciaries, and trustees, and for all interest and sinking funds and other public funds of the state, and all agencies, subdivisions, and instrumentalities of the state including all counties, cities, towns, villages, school districts and all other kinds and types of districts, public agencies, and bodies politic." Pursuant to the Public Funds Collateral Act (Chapter 2257, Texas Government Code), the Bonds are eligible to secure deposits of public funds of the State of Texas or any political subdivision or public agency of the State of Texas and are lawful and sufficient security for those deposits to the extent of their market value. No representation is made that the Bonds will be acceptable to public entities to secure their deposits or will be acceptable to such institutions for investment purposes. No representation is made concerning other laws, rules, regulations, or investment criteria which might apply to any such persons or entities or which might otherwise limit the suitability of the Bonds for any of the foregoing purposes. No representation is made concerning the eligibility of the Bonds to secure public funds or their legality as investments by institutions in states other than Texas. Defeasance The Bond Resolution provides that the District may discharge its obligations to the Registered Owners of any or all of the Bonds to pay principal, interest and redemption price thereon in any manner permitted by law. Under current Texas law, such discharge may be accomplished either (i) by depositing with the Comptroller of Public Accounts of the State of Texas, a sum of money equal to the principal of, premium, if any, and all interest to accrue on the Bonds to maturity or redemption or (ii) by depositing with any place of payment (paying agent) of the Bonds or other obligations of the District payable from revenues or from ad valorem taxes or both, amounts sufficient to provide for the payment and/or redemption of the Bonds; provided that such deposits may be invested and reinvested only in (a) direct noncallable obligations of the United States of America, (b) noncallable obligations of an 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 District 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 District adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to the investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, and which mature and/or bear interest payable at such times in such amounts as will be sufficient to provide for the scheduled payment and/or redemption of the Bonds. 16 Upon such deposit as described above, such Bonds shall no longer be regarded as outstanding or unpaid. After firm banking and fmancial arrangements for the discharge and final payment or redemption of the Bonds have been made as described above, all rights of the District to initial proceedings to call the Bonds for redemption or take any other action amending the terms of the Bonds are extinguished; provided, however, that the right to call the Bonds for redemption is not extinguished by the District: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the reservation of that right to the Registered Owners of the Bonds immediately following the making of the firm banking and financial arrangements; and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. There is no assurance that the current law will not be changed in the future in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Bonds. THE DISTRICT General The District is a municipal utility district created by an order of the Texas Water Commission (predecessor to the TCEQ) dated June 10, 1986. The creation of the District was confirmed at an election held within the District on June 30, 1986. The rights, powers, privileges, authority and functions of the District, including authority to issue bonds, are established by the general laws of the State of Texas pertaining to utility districts, particularly Chapters 49 and 54 of the Texas Water Code and Chapter 1207 of the Texas Government Code. The District is empowered, among other things, to purchase, construct, operate and maintain all works, improvements, facilities and plants necessary for the supply and distribution of water; the collection, transportation, and treatment of wastewater; and the control and diversion of storm water. The District may issue bonds and other forms of indebtedness to purchase or construct such facilities. The District is also empowered to establish, operate, and maintain fire -fighting facilities, independently or with one or more conservation and reclamation districts, after approval by the TCEQ and the voters of the District. The District is also empowered to establish, operate, and maintain parks and recreational facilities, but cannot use bond proceeds to finance such facilities. The District has established and operates and maintains an improved park (including tennis courts, a soccer field and a basketball court) and is in the process of establishing greenbelt and nature trail areas. The TCEQ exercises continuing supervisory jurisdiction over the District. Because the District is within the extraterritorial jurisdiction of the City of Round Rock, the District is required to observe certain requirements of the City of Round Rock which: limit the purposes for which the District may sell bonds to the acquisition, construction and improvement of waterworks, wastewater, and drainage facilities; limit the net effective interest rate on such bonds and other terms of such bonds; require approval by the City of Round Rock of District construction plans; and permit connections only to lots and commercial or multi -family reserves described in plats which have been approved by the Planning Commission of the City of Round Rock and recorded in the real property records of Williamson County. The agreement for creation of the District was assigned by the City of Austin to the City of Round Rock, effective May 8, 1997. Construction and operation of the System is subject to the regulatory jurisdiction of additional State of Texas agencies. See "THE SYSTEM—Regulation." Description and Location The District consists of approximately 701 acres of land. The District is located approximately 16 miles north of the central downtown business district of the City of Austin and 3 miles west of the City of Round Rock and lies wholly within the extraterritorial jurisdiction of the City of Round Rock and within the Round Rock Independent School District. The District is comprised of two non-contiguous parcels of land. Access to the subdivisions of Fern Bluff and Stone Canyon is provided by Interstate Highway 35 from Austin to Ranch Road 620 to Wyoming Springs Road and access to the Oak Brook subdivision is provided by Ranch Road 620 to Great Oaks Drive. Land Use Single-family residential development consists of 1,901 developed residential lots on approximately 535 acres. In addition, approximately 144 acres (including 76 acres of non -developable land) are devoted to recreational use and approximately 22 acres is the site of Fern Bluff Elementary School. The entire District is served with water, water distribution, wastewater collections and storm drainage facilities. Status of Development Homes constructed in the District typically range in market value (including lot price) from $90,000 to $300,000. As of June 1, 2009, there were 1,871 homes completed in the District ( occupied), no homes under construction and 30 lots available for home construction. 17 MANAGEMENT OF THE DISTRICT Board of Directors The District is governed by the Board, consisting of five (5) directors, which has control over and management supervision of all affairs of the District. Directors are elected to four-year terms and elections are held on the first Saturday of May in even numbered years only. Directors have staggered four-year terms. The current members and officers of the Board along with their titles and terms, are listed as follows: District Board Term Name Title Expires Patrick Savarese President May 2012 Jeff Bradley Vice President May 2010 Joseph Teiber Secretary May 2012 Farrell Walker Treasurer May 2012 Dave Quillman Assistant Secretary/ Treasurer May 2010 The District does not have a general manager or other full-time employees, but contracts for certain necessary services as described below. District Consultants Bond Counsel: The District has engaged Winstead PC as Bond Counsel in connection with the issuance of the District's bonds. The fees of Bond Counsel are contingent upon the sale and delivery of the Bonds. Winstead PC represents the Paying Agent/Registrar and the Financial Advisors in matters unrelated to the issuance of the Bonds. General Counsel: McGinnis, Lochridge & Kilgore, L.L.P. serves as general counsel to the District. The fees of McGinnis, Lochridge & Kilgore, L.L.P. in connection with the issuance of the Bonds are contingent, in part, upon the sale and delivery of the Bonds. The fees of McGinnis, Lochridge & Kilgore, L.L.P. in their capacity as general counsel are based upon time charges actually incurred and invoiced to the District on a monthly basis. Financial Advisor: First Southwest Company serves as the District's Financial Advisor. The Financial Advisor's fee for services rendered in connection with the issuance of the Bonds is based on a percentage of the Bonds actually issued, sold and delivered and, therefore, such fee is contingent upon the sale and delivery of the Bonds. Auditor: The District's audited financial statements for the fiscal year ended September 30, 2008, were prepared by Donald Allman, CPA, Certified Public Accountants. See "APPENDIX A" for a copy of the District's audited financial statements. A copy of the Management Letter from the District's auditor to the District's Board of Directors relating to the District's financial reporting under Statement of Auditing Standards No. 112, including the District's response thereto, is included in APPENDIX A. System Operator: The operator of the District's internal water and wastewater system is Severn Trent Services. In addition, Severn Trent Services. acts as the District's bookkeeper. Engineer: The District's consulting engineer is CMA Engineering, Inc. (the "Engineer"). Tax Appraisal: The Williamson County Appraisal District has the responsibility of appraising all property within the District. See "TAXING PROCEDURES." Tax Collector: The District has appointed an independent tax collector to perform the tax collection function. Deborah M. Hunt, the Williamson County Tax Collector (the "Tax Collector"), has been employed by the District to serve in this capacity. 18 THE SYSTEM Regulation According to the Engineer, the District's improvements that have been financed with the proceeds from the Outstanding Bonds and the corresponding plans prepared in accordance with accepted engineering practices and specifications and the approval and permitting requirements of the TCEQ, Williamson County and the City of Round Rock, as applicable. Construction of the facilities is subject to inspection by the TCEQ, the City of Round Rock and Williamson County. Each of the aforementioned entities exercises continuing jurisdiction over the System. Water Supply and Distribution The City of Round Rock and the District have entered into a Water Supply Agreement (the "Water Supply Agreement") which provides for the acquisition and construction of extensions to the City of Round Rock water supply facilities and the sale of bulk water by the City of Round Rock to the District. The District has constructed water mains, an elevated storage tank and other system improvements. The City of Round Rock currently operates an 18 million gallons per day ("mgd") surface water treatment facility which obtains water from Lake Georgetown. The treated surface water is transferred from the City of Round Rock's water plant by a series of booster pumps and transmission lines and then fed through several master meters to the District. The supply of water presently available to the District from the City of Round Rock is sufficient to provide service for the District's full build -out. Storage of water for the District is provided by a 1,500,000 gallon elevated storage tank located within the District and jointly used by the District (529,500 gallons), Brushy Creek Municipal Utility District (formerly Williamson County Municipal Utility District No. 2) (604,800 gallons) and the City of Round Rock (365,700 gallons). The District, a former developer in the District and Brushy Creek Municipal Utility District (formerly, Williamson County Municipal Utility District No. 2) have entered into an Agreement Regarding Reservoir Construction and Operation (the "Reservoir Construction Agreement"). The Reservoir Construction Agreement provides for the financing, construction and joint use of the 1,500,000 gallon elevated water storage tank and associated facilities located within the District and maintenance and operation of the facilities. Each participant owns an undivided share in the facilities equal to their pro rata capacity. Transportation and distribution of water to the District is accomplished through a series of waterlines. Water transportation and distribution facilities are currently available to serve 1,901 single-family residential Tots and approximately 33 acres of land used for recreational purposes and an elementary school. Wastewater Collection and Treatment Wastewater treatment for the District is provided by a regional wastewater project known as the Brushy Creek Regional Project (the "Regional Project"). Participants in the Regional Project include the Lower Colorado River Authority ("LCRA") and the Cities of Round Rock, Cedar Park and Austin. The District receives its service through LCRA's share of capacity in the Regional Project. According to the Engineer, the District's share of the LCRA's capacity is sufficient to serve the District at full development. Storm Drainage The drainage system has been designed in accordance with the standards of the General Drainage Policy as set by the City of Round Rock and the City of Austin. The drainage system consists of a network of 18 -inch to 66 -inch reinforced concrete pipe and associated headwalls, storm sewer manholes, curb inlets, perimeter dikes and drainage channels. 19 Waterworks and Sewer System Operating Statement The Bonds are payable from the levy of an ad valorem tax, without legal limitation as to rate or amount, upon all taxable property in the District and are further payable from and secured by a pledge of and lien on Net Revenues of the District's waterworks and sanitary sewer system. It is not anticipated that any Net Revenues will be available for debt service on the Bonds in the foreseeable future. The following statement sets forth in condensed form the historical results of operation of the District's water and sewer system. Accounting principles customarily employed in the determination of net revenues have been observed and in all instances exclude depreciation. This summary has been prepared for inclusion herein. based upon information obtained from the District's audited financial statements and from the District's bookkeeper. Reference is made to these statements for further and more complete information. Fiscal Year Ended September 30 10/01/2008 to 06/01/2009 (a) 2008 2007 2006 2005 Revenues: Water, wastewater, and garbage service $1,629,627 $ 1,417,138 $ 1,748,487 $ 1,455,512 Property taxes 923,392 773,961 724,035 748,138 Interest 37,848 62,013 57,796 29,905 Lease income - - - 8,000 Community center fees 46,162 122,314 139,818 122,762 Miscellaneous 2,285 22,599 20,294 16,242 Developer contribution 13,493 - Total Revenues $ $2,639,314 $2,398,025 $ 2,703,923 $ 2,380,559 Expenditures: Water, wastewater and garbage purchases $1,439,852 $ 1,180,080 $ 1,383,994 $ 1,221,675 Repairs and maintenance 39,212 22,327 17,247 28,961 Utilities 45,663 44,493 44,291 36,672 Park maintenance 311,897 256,161 265,304 256,862 General manager services 143,768 140,878 139,371 135,714 Legal fees 265,501 204,668 69,353 57,410 Engineering fees 15,009 13,864 17,918 33,927 Audit fees 9,000 12,000 12,547 12,770 Tax appraisal/collection 12,176 6,191 5,556 5,688 Director fees 16,554 18,731 29,776 26,635 Insurance 10,612 7,352 7,725 7,039 Security service 32,401 27,913 30,754 28,825 Community center 142,753 102,112 211,686 198,708 Other 65,856 150,887 46,584 34,975 Capital outlay 10,320 48,196 92,794 Total Expenditures $ $2,560,574 $2,187,657 $ 2,330,302 $ 2,178,655 NET REVENUES $ $ 78,740 $ 161,999 $ 373,621 $ 466,814 (a) Unaudited. 20 FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED) 2008 Certified Taxable Assessed Valuation $452,990,810 (a) 2009 Preliminary Taxable Assessed Valuation $433,675,564 (b) Gross Direct Long -Term Debt Outstanding $11,255,000 (c) * Estimated Overlapping Debt 24,957,269 (d) Gross Direct Long -Term Debt and Estimated Overlapping Debt $36,212,269 (c,d)* Ratio of Gross Long -Term Debt to: 2009 Preliminary Taxable Assessed Valuation 2.60% * Ratio of Gross Long -Term Debt and Estimated Overlapping Debt to: 2009 Preliminary Taxable Assessed Valuation 8.35% * Funds Available as of June 9, 2009: Debt Service Fund Balance $1,184,357 (e,f) Operations and Maintenance Fund $1,882,612 Park Fund $ 289,353 Capital Projects Fund $ 41,090 (a) As certified by the Williamson County Appraisal District (the "Appraisal District"). (b) Provided by the Appraisal District as a preliminary indication of the 2009 taxable value (as of January 1, 2009). Such amount is subject to review and adjustment prior to certification. (b) After the issuance of the Bonds. See "PLAN OF FINANCING—Debt Service Requirements." (d) See "FINANCIAL INFORMATION CONCERNING THE DISTRICT—Estimated Overlapping Debt." (e) Does not exclude approximately $ the District expects to contribute toward the purpose for which the Bonds are being issued. (f) Neither the Bond Resolution nor Texas law requires the District to maintain any specific balances. Investments of the District The District's investment goal is to minimize credit and market risks while maintaining a competitive yield on its portfolio. Funds of the District are invested either in short term U.S. Treasuries or certificates of deposit insured by the Federal Deposit Insurance Corporation ("FDIC") or secured by collateral evidenced by perfected safekeeping receipts held by a third party bank. The District does not currently own, nor does it anticipate the inclusion of, long term securities or derivative products in the District portfolio. * Preliminary, subject to change. 21 Estimated Overlaunin2 Debt The following table indicates the general obligation indebtedness, defined as outstanding debt payable from ad valorem taxes, of governmental entities within which the District is located and the estimated percentages and amounts of such indebtedness attributable to property within the District. Debt figures equated herein to outstanding bonds payable from ad valorem taxes are based upon data obtained from Texas Municipal Reports compiled and published by the Municipal Advisory Council of Texas. Furthermore, certain entities listed below may have issued additional bonds since the date listed. Political subdivisions overlapping the District are authorized by Texas law to levy and collect ad valorem taxes for the purposes of operation, maintenance and/or general revenue purposes in addition to taxes for the payment of debt service. Taxing Outstanding As Overlapping Jurisdiction Bonds of Percent Amount Williamson County $672,634,941 09/30/08 1.56% $10,493,105 Round Rock Independent School District 524,063,917 09/30/08 2.76% 14,464,164 Total Estimated Overlapping Debt $24,957,269 The District's Total Direct Debt (a) 11,255,000 Total Direct and Estimated Overlapping Debt $36,212,269 Direct and Estimated Overlapping Debt as a Percentage of: 2009 Preliminary Taxable Assessed Value of $433,675,564 8.35% (a) Includes the Bonds and the Remaining Outstanding Bonds Overlapping Taxes Property within the District is subject to taxation by several taxing authorities in addition to the District. On January 1 of each year a tax lien attaches to property to secure the payment of all taxes, penalties and interest imposed on such property. The lien exists in favor of each taxing unit, including the District, having the power to tax the property. The District tax lien is on a parity with tax liens of taxing authorities shown below. In addition to ad valorem taxes required to pay debt service on bonded debt of the District and other taxing authorities, certain taxing jurisdictions, including the District, are also authorized by Texas law to assess, levy and collect ad valorem taxes for operation, maintenance, administrative and/or general revenue purposes. Set forth below are the taxes levied within the District for the 2008 tax year by all taxing jurisdictions, including the 2008 rate of the District. No recognition is given to local assessments for civic association dues, fire department contributions, solid waste disposal charges or any other levy of entities other than political subdivisions. 2008 Tax Rate Per $100 Assessed Valuation Williamson County (including Williamson County Farm Road) $0.468324 Round Rock Independent School District 1.332426 Williamson County ESD No. 2 0.100000 Total Overlapping Tax Rate $1.900750 The District 0.509500 Total Tax Rate $2.410250 22 TAX DATA District Taxes Debt Service Tax: The Board covenants in the Bond Resolution to levy and assess, for each year that all or any part of the Bonds remain outstanding and unpaid, a tax adequate to provide funds to pay the debt service on the Bonds. See "Historical Tax Rate Distribution" and "Tax Roll Information" below. Maintenance Tax: The Board has the statutory authority to levy and collect an annual ad valorem tax for the operation and maintenance of the District, if such a maintenance tax is authorized by the District's voters. A maintenance tax election was conducted June 30, 1986, and voters of the District authorized, among other things, the Board to levy a maintenance tax at a rate not to exceed $1.50 per $100 appraised valuation. A maintenance tax is in addition to taxes which the District is authorized to levy for paying debt service on the Bonds. See "Historical Tax Rate Distribution" below for the historical maintenance levy of the District. See "Debt Service Tax" above. Historical Tax Rate Distribution Maintenance Debt Service Total 2008 $0.2295 0.2800 $0.5095 2007 2006 $0.2145 0.2950 $0.5095 $0.1895 0.3200 $0.5095 2005 2004 $0.185 0.330 $0.515 $0.19 0.33 $0.52 Historical Tax Collections The following statement of tax collections sets forth in condensed form a portion of the historical tax experience of the District. Such table has been prepared for inclusion herein, based upon information obtained from the District's audited financial statements and its general manager. Reference is made to such statements and records for further and complete information. See "Tax Roll Information" below. 2008 2007 2006 2005 2004 2003 Net Certified Taxable Assessed Tax Total(b) Current Collections Total Collections (c) Fiscal Year Valuation(a) Rate Tax Levy Amount Percent Amount Percent Ended 9/30 $452,990,810 $0.5095 $2,307,988 $2,154,119 93.33% $2,154,119 93.33% (d) 429,791,903 0.5095 2,187,060 2,184,092 99.86% 2,187,134 100.00% 2008 404,918,826 0.5095 2,063,880 2,060,561 99.84% 2,071,273 100.36% 2007 389,036,058 0.5150 2,003,550 1,994,103 99.53% 2,004,826 100.06% 2006 391,979,097 0.5200 2,038,291 2,028,651 99.53% 2,039,393 100.05% 2005 389,918,222 0.5400 2,105,558 2,095,672 99.53% 2,106,229 100.03% 2004 (a) (b) (c) (d) Net valuation represents final gross appraised value as certified by the Williamson County Appraisal District (the "Appraisal District") less any exemptions granted. See "Tax Roll Information" below for gross appraised value and exemptions granted by the District. Represents actual tax levy, including any adjustments by the Appraisal District, as of the date hereof. Represents the collections as of the fiscal year end, plus collections from prior years, for the years ended September 30, 2004 through 2008. Collections as of Tax Roll Information The District's appraised value as of January 1 of each year is used by the District in establishing its tax rate. The following represents the composition of property comprising the 2004 through 2008 Certified Assessed Valuations. Tax Roll Year 2008 2007 2006 2005 2004 Type of Property Land and Improvements $463,056,540 438,447,300 412,238,876 394,537,549 395,953,435 Personal Property $2,415,176 2,184,083 2,251,532 2,278,283 2,344,385 23 Gross Assessed Valuations $465,471,716 440,631,383 414,490,408 396,815,832 398,297,820 Exemptions ($12,480,906) (10,839,480) (10,416,052) (10,480,557) (10,494,220) Net Assessed Valuations $452,990,810 429,791,903 404,074,356 386,335,275 387,803,600 Principal Taxpayers The following table represents the principal taxpayers, the type of property, the taxable appraised value of such property, and such property's appraised value as a percentage of the District's 2008 Certified Taxable Assessed Valuation of $452,990,810. Taxable % of 2008 Type of Assessed Certified Taxable Taxpayer Property Value Assessed Valuation Oncor Electric Delivery Co. Utilities $1,707,810 0.38% Homeowner Land & Improvements 563,754 0.12% Homeowner Land & Improvements 470,149 0.10% Homeowner Land & Improvements 402,000 0.09% Homeowner Land & Improvements 393,332 0.09% Homeowner Land & Improvements 393,210 0.09% Homeowner Land & Improvements 387,106 0.09% Homeowner Land & Improvements 373,910 0.08% Homeowner Land & Improvements 373,049 0.08% Homeowner Land & Improvements 371,952 0.08% Total $5,436,272 1.20% Tax Adequacy for Debt Service The tax rate calculations set forth below are presented to indicate the tax rates per $100 appraised valuation which would be required to meet average annual and maximum debt service requirements if no growth in the District's tax base occurred beyond the 2009 Preliminary Taxable Assessed Valuation of $433,675,564. The calculations contained in the following table merely represent the tax rates required to pay debt service on the Bonds and the Remaining Outstanding Bonds when due, assuming no further increase or any decrease in taxable values in the District, collection of ninety-five percent (95%) of taxes levied, the sale of no additional bonds, and no other funds are available for the payment of debt service. See "PLAN OF FINANCING." Average Annual Debt Service Requirement (2010-2020) $1,269,967 * $0.31 Tax Rate on 2009 Preliminary Taxable Assessed Valuation $1,277,175 Maximum Annual Debt Service Requirement (2010) $1,282,974 * $0.32 Tax Rate on 2009 Preliminary Taxable Assessed Valuation $1,318,374 * Preliminary, subject to change. 24 TAXING PROCEDURES Property Tax Code and County -Wide Appraisal District The Texas Property Tax Code (the "Property Tax Code") establishes an appraisal district and an appraisal review board in each county of the State. The appraisal district is governed by a board of directors which is elected by the governing bodies of cities, towns, and school districts that participate in the appraisal district and of the county and, if entitled to vote, conservation and reclamation districts such as the District. The board of directors of the appraisal district selects a chief appraiser to manage the appraisal office of the appraisal district. All taxing units within Williamson County, including the District, are included in the Williamson County Appraisal District (the "Appraisal District"). The Appraisal District is responsible for appraising property within the District, subject to review by the Williamson County Appraisal Review Board (the "Appraisal Review Board"). The appraisal roll as approved by the Appraisal Review Board must be used by the District in establishing its tax roll and tax rate. The valuation and assessment of taxable property within the District is governed by the Property Tax Code. The District will remain responsible for the levy and collection of its taxes, unless the Board of Directors of the District, or the qualified voters of the District or of Williamson County at an election held for such purposes, determines to transfer such functions to the Appraisal District or another taxing unit. Property Subject to Taxation by the District General: Except for certain exemptions provided by Texas law, all property with a tax situs in the District is subject to taxation by the District; however, no effort is made by the District to collect taxes on tangible or intangible personal property not devoted to commercial or industrial use. Principal categories of exempt property include, but are not limited to: property owned by the State of Texas or its political subdivisions if the property is used for public purposes; property exempt from ad valorem taxation by federal law; certain non-profit cemeteries; farm products owned by the producer; and certain property owned by qualified charitable, religious, veterans, youth, or fraternal organizations. Property owned by a disabled veteran or by the spouse or certain children of a deceased disabled veteran or a veteran who died while on active duty has been granted an exemption up to $12,000 of assessed value. Freeport Goods: A person is entitled to an exemption from taxation by the District of the appraised value of that portion of the person's inventory or property consisting of freeport goods. Freeport goods are defined as goods, wares, ores and merchandise (other than oil, gas or petroleum products) that are acquired in or imported into Texas to be forwarded out of Texas, and that are detained in Texas for assembling, storing, manufacturing, processing or fabricating for 175 days or less. Goods -in -Transit Exemption: Article VIII, section 1-n of the Texas Constitution provides for the exemption from taxation of "goods -in -transit." "Goods -in -transit" is defined by a provision of the Tax Code, which is effective for tax years 2008 and thereafter, as personal property acquired or imported into Texas and transported to another location in the State or outside of the State within 175 days of the date the property was acquired or imported into Texas. The exemption excludes oil, natural gas, petroleum products, aircraft and special inventory, including motor vehicle, vessel and out -board motor, heavy equipment and manufactured housing inventory. The Property Tax Code provision permits local governmental entities, on a local option basis, to take official action by January 1 of the year preceding a tax year, after holding a public hearing, to tax goods -in -transit during the following tax year. A taxpayer may receive only one of the freeport exemptions or the goods -in -transit exemptions for items of personal property. Goods -in -transit are taxed by the District. Residential Homestead: The Board may exempt up to twenty percent (20%) of the market value of residential homesteads from ad valorem taxation. Such exemption would be in addition to any other applicable exemptions provided by law. However, if ad valorem taxes have previously been pledged for the payment of debt, then the Board may continue to levy and collect taxes against the exempted value of the homesteads until the debt is discharged if the cessation of the levy would impair the obligation of the contract by which the debt was created. The Board has not granted any residential homestead exemptions from ad valorem taxation for 2009 or any prior years. Also exempt, if approved by the Board or through a process of petition and referendum by the District's voters, are residential homesteads of certain persons who are disabled or at least sixty-five (65) years old, to the extent of $3,000 of appraised value or more. The District's tax assessor/collector is authorized by statute to disregard such exemptions for the elderly and disabled if granting the exemptions would impair the District's obligation to pay tax supported debt incurred prior to adoption of the exemptions by the District. Tax Abatement: The City of Round Rock and Williamson County may designate all or part of the area within the District as a reinvestment zone, and Williamson County, Round Rock Independent School District, the District, and (after annexation of the area) the City of Round Rock may thereafter enter into tax abatement agreements with owners of real property within such zone. The tax abatement agreements may exempt from ad valorem taxation by the applicable taxing jurisdiction (including the District with the District's consent) for a period of up to ten (10) years, all or any part of any increase in the assessed valuation of property covered by the agreement over its assessed valuation in the year in which the agreement is executed, on the condition that the property owner make specified improvements or repairs to the property in conformity with a comprehensive plan. None of the area within the District has been designated as a reinvestment zone to date, nor does the District expect any area within the District to be so designated in the foreseeable future. 25 Valuation of Property for Taxation Generally, all taxable property in the District (other than any qualifying agricultural or timber land) must be appraised by the Appraisal District at one hundred percent (100%) of market value as of January 1 of each year, subject to review and approval by the Appraisal Review Board. In November 1997, Texas voters approved a constitutional amendment to limit increases in assessed value at residence homesteads to ten percent annually regardless of the market value of the property. Further, a developer or builder with houses which remain unoccupied, are not leased or rented and produce no income may apply for residential real property inventory designation, which would require such houses to be assessed at the price for which they would sell as a unit to a purchaser who would continue the owner's business. Valuation of houses at inventory level in future years could reduce the assessed value of developer and builder house inventory within the District. The Property Tax Code requires the Appraisal District to implement a plan for periodic reappraisal of property to update appraised values. The plan must provide for appraisal of all real property in the Appraisal District at least once every three (3) years. The District at its expense has the right to obtain from the Appraisal District a current estimate of appraised values within the District or an estimate of any new property or improvements within the District. While such current estimate of appraised values may serve to indicate the rate and extent of growth of taxable values within the District, it cannot be used for establishing a tax rate within the District until such time as the Appraisal District chooses formally to include such values on its appraisal roll. Once an appraisal roll is prepared and approved by the Appraisal Review Board, it is used by the District in establishing its tax rate. District and Taxpayer Remedies The chief appraiser must give written notice before the Appraisal Review Board meeting to an affected owner if a reappraisal has resulted in a recommended increase in value, if the appraiser will recommend an increase in value over the value rendered by the owner, or if property not previously included on the appraisal roll has been appraised. The Appraisal Review Board has the ultimate responsibility for determining the value of all taxable property within the District; however, any owner who has timely filed notice to the Appraisal Review Board may appeal the final determination by the Appraisal Review Board of the owner's protest by filing suit in Texas district court. Prior to such appeal, however, the owner must substantially comply with the requirements that it pay the tax due on the amount of value of the property involved that is not in dispute or the amount of tax paid in the prior year, whichever is greater, but not to exceed the amount of tax due under the order from which the appeal is taken. In the event of such suit, the value of the property is determined by the court, or a jury if requested by any party. Additionally, the District is entitled to challenge certain matters before the Appraisal Review Board, including the level of appraisal of a certain category of property, the exclusion of property from the appraisal records, or the grant in whole or in part of a partial exemption. The District may not, however, protest a valuation of individual property. Levy and Collection of Taxes The District is responsible for the levy and collection of its taxes unless it elects to transfer such functions to another governmental entity. By September 1 of each year, or as soon thereafter as practicable, the rate of taxation is set by the Board of Directors based on: a) the valuation of property within the District as of the preceding January 1, and b) the amount required to be raised for debt service, maintenance purposes and authorized contractual obligations. Taxes are due October 1, or when billed, whichever comes later, and become delinquent after January 31 of the following year. A delinquent tax incurs a penalty of six percent (6%) of the amount of the tax for the first calendar month it is delinquent, plus one percent (1%) for each additional month or portion of a month the tax remains unpaid prior to July 1 of the year in which it becomes delinquent. If the tax is not paid by July 1 of the year in which it becomes delinquent, the tax incurs a total penalty of twelve percent (12%) regardless of the number of months the tax has been delinquent. The District may provide that taxes that remain delinquent on July 1 incur an additional penalty to defray costs of collection, if the District has contracted with a delinquent tax attorney. The delinquent tax also accrues interest at a rate of one percent (1%) for each month or portion of a month it remains unpaid. The Property Tax Code also makes provision for the split payment of taxes, discounts for early payment and the postponement of the delinquency date of taxes under certain circumstances which, at the option of the District, may be rejected. The District has rejected such provisions and does not permit split payments nor provide discounts for early payments. Taxes levied by the District are a personal obligation of the owner of the property on January 1 of the year for which the tax is imposed. On January 1 of each year, a tax lien attaches to property to secure the payment of all state and local taxes, penalties, and interest ultimately imposed for the year on the property. The lien exists in favor of each state and local taxing unit, including the District, having power to tax the property. The District's tax lien is on a parity with tax liens of such other taxing units. See "TAX DATA". A tax lien on real property takes priority over the claim of most creditors and other holders of liens on the property encumbered by the tax lien, whether or not the debt or lien existed before the attachment of the tax lien; however, whether a lien of the United States is on a parity with or takes priority over a tax lien of the District is determined by applicable federal law. 26 At any time after taxes on property become delinquent, the District may file suit to foreclose the lien securing payment of the tax, to enforce personal liability for the tax, or both. In filing a suit to foreclose a tax lien on real property, the District must join other taxing units that have claims for delinquent taxes against all or part of the same property. Collection of delinquent taxes may be adversely affected by the amount of taxes owed to other taxing units, by the effects of market conditions on the foreclosure sale price, by taxpayer redemption rights (a taxpayer may redeem property within two (2) years of foreclosure in the case of a residential homestead or agricultural property, otherwise six months) or by bankruptcy proceedings which restrict the collection of taxpayer debts. See "INVESTMENT CONSIDERATIONS --Tax Collection Limitations." Personal property under certain circumstances is subject to seizure and sale for the payment of delinquent taxes, penalty, and interest. The Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") contains certain provisions which affect the time for protesting property valuations, the fixing of tax liens and the collection of penalties and interest on delinquent taxes on real property owned by the Federal Deposit Insurance Corporation ("FDIC"). Under FIRREA, real property held by the FDIC is still subject to ad valorem taxation, but such act states that no real property of the FDIC shall be subject to foreclosure or sale without the consent of the FDIC, no involuntary liens shall attach to such property, the FDIC shall not be liable for any penalties, interest, or fines, including those arising from failure to pay any real or personal property tax when due, and notwithstanding failure of a person to challenge an appraisal in accordance with state law, such value shall be determined as of the period for which such tax is imposed. Rollback of Operation and Maintenance Tax Rate The qualified voters of the District have the right to petition for a rollback of the District's operation and maintenance tax rate if the total District tax bill on the average residence homestead increases by more than eight percent. If a rollback election is called and passes, the rollback tax rate is the District's current year's debt service and contract tax rates plus 1.08 times the District's previous year's operation and maintenance tax rate. INVESTMENT CONSIDERATIONS General The Bonds are obligations solely of the District and are not obligations of the City of Round Rock, Williamson County, the State of Texas, or any entity other than the District. Payment of debt service on the Bonds depends upon the ability of the District to collect taxes levied on taxable property within the District in an amount sufficient to service the District's bonded debt or in the event of foreclosure, on the value of the taxable property in the District and the taxes levied by the District and other taxing authorities upon the property within the District. See "THE BONDS—Source of Payment." The collection by the District of delinquent taxes owed to it and the enforcement by Registered Owners of the District's obligation to collect sufficient taxes may be a costly and lengthy process. Furthermore, the District cannot and does not make any representations that continued development of taxable property within the District will occur or that property in the District will maintain taxable values sufficient to justify continued payment of taxes by property owners or that there will be a market for the property. See "Registered Owners' Remedies" below. 27 Tax Collection Limitations and Foreclosure Remedies The District's ability to make debt service payments may be adversely affected by its inability to collect ad valorem taxes. Under Texas law, the levy of ad valorem taxes by the District constitutes a lien in favor of the District on a parity with the liens of all other local taxing authorities on the property against which taxes are levied, and such lien may be enforced by judicial foreclosure. The District's ability to collect ad valorem taxes through such foreclosure may be impaired by (a) cumbersome, time-consuming and expensive collection procedures, or (b) market conditions affecting the marketability of taxable property within the District and limiting the proceeds from a foreclosure sale of such property. Moreover, the proceeds of any sale of property within the District available to pay debt service on the Bonds may be limited by the existence of other tax liens on the property (see "TAX DATA --Overlapping Taxes"), by the current aggregate tax rate being levied against the property, and by other factors (including the taxpayers' right to redeem property within two years of foreclosure for residential and agricultural use property and six months for other property). Finally, any bankruptcy court with jurisdiction over bankruptcy proceedings initiated by or against a taxpayer within the District pursuant to the Federal Bankruptcy Code could stay any attempt by the District to collect delinquent ad valorem taxes assessed against such taxpayer. In addition to the automatic stay against collection of delinquent taxes afforded a taxpayer during the pendency of a bankruptcy, a bankruptcy could affect payment of taxes in two other ways: first, a debtor's confirmation plan may allow a debtor to make installment payments on delinquent taxes for up to six years; and, second, a debtor may challenge, and a bankruptcy court may reduce, the amount of any taxes assessed against the debtor, including taxes that have already been paid. Registered Owners' Remedies If the District defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if it fails to make payments into any fund or funds created in the Bond Resolution, or defaults in the observation or performance of any other covenants, conditions, or obligations set for the in the Bond Resolution, the Registered Owners have the statutory right of a writ of mandamus issued by a court of competent jurisdiction requiring the District and its officials to observe and perform the covenants, obligations, or conditions prescribed in the Bond Resolution. Except for mandamus, the Bond Resolution does not specifically provide for remedies to protect and enforce the interests of the Registered Owners. 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. Further, there is no trust indenture or trustee, and all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. Statutory language authorizing local governments such as the District to sue and be sued does not waive the local government's sovereign immunity from suits for money damages, so that in the absence of other waivers of such immunity by the Texas Legislature, a default by the District in its covenants in the Bond Resolution may not be reduced to a judgment for money damages. If such a judgment against the District were obtained, it could not be enforced by direct levy and execution against the District's property. Further, the Registered Owners cannot themselves foreclose on property within the District or sell property within the District to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. The enforceability of the rights and remedies of the Registered Owners may further 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 District. Bankruptcy Limitation to Registered Owners' Rights Subject to the requirements of Texas law, the District may voluntarily proceed under Chapter 9 of the Federal Bankruptcy Code, 11 U.S.C. Section 901-946, if the District: (1) is generally authorized to file for federal bankruptcy protection by Texas law; (2) is insolvent or unable to meet its debts as they mature; (3) desires to effect a plan to adjust such debts; and (4) has either obtained the agreement of or negotiated in good faith with its creditors or is unable to negotiate with its creditors because negotiation is impracticable. Under Texas law, the District must also obtain the approval of the Commission prior to filing bankruptcy. The District may not be required to proceed in bankruptcy involuntarily. If the District decides in the future to proceed voluntarily under the federal Bankruptcy Code, the District would develop and file a plan for the adjustment of its debts with the bankruptcy court. If such a plan were confirmed by the bankruptcy court, it could, among other things, affect the Registered Owners by reducing or eliminating the interest rate, modifying or abrogating collateral or security arrangements, substituting (in whole or in part) other securities and otherwise compromising and modifying the rights and remedies of such Registered Owner's claim against the District. Future Debt The District has the right to issue obligations other than the Bonds, including tax anticipation notes and bond anticipation notes, and to borrow money for any valid corporate purpose. There is currently $45,000,000 principal amount of waterworks and sewer system combination unlimited tax and revenue bonds authorized by the District's voters of which $27,685,000 remains authorized but unissued. 28 The District does not anticipate the issuance of any additional bonds for capital projects at this time. The District does not employ any formula with respect to appraised valuations, tax collections or otherwise to limit the amount of parity bonds which it may issue. The issuance of additional bonds is subject to approval by the TCEQ pursuant to its rules regarding issuance and feasibility of bonds and to approval by the City of Round Rock. Marketability of the Bonds The District has no agreement with the Underwriter regarding the reoffering yields or prices of the Bonds and has no control over trading of the Bonds in the secondary market. Moreover, there is no assurance that a secondary market will be made in the Bonds. If there is a secondary market, the difference between the bid and asked price of the Bonds may be greater than the difference between the bid and asked price of bonds of comparable maturity and quality issued by more traditional issuers as such bonds are generally bought, sold or traded in the secondary market. Continuing Compliance with Certain Covenants Failure of the District to comply with certain covenants contained in the Bond Resolution on a continuing basis prior to the maturity of the Bonds could result in interest on the Bonds becoming taxable retroactive to the date of original issuance. See "LEGAL MATTERS." Bond Insurance The District has applied for a bond insurance policy to guarantee the scheduled payment of principal and interest on the Bonds. The District has yet to determine whether an insurance policy will be purchased with the Bonds. If an insurance policy is purchased, the following are risk factors relating to bond insurance. In the event of default of the payment of principal or interest with respect to the Bonds when all or some becomes due, any owner of the Bonds shall have a claim under the applicable Bond Insurance Policy (the "Policy") for such payments. However, in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments are to be made in such amounts and at such times as such payments would have been due had there not been any such acceleration. The Policy does not insure against redemption premium, if any. The payment of principal and interest in connection with mandatory or optional prepayment of the Bonds by the issuer which is recovered by the issuer from the bond owner as a voidable preference under applicable bankruptcy law is covered by the insurance policy, however, such payments will be made by the Bond Insurer at such time and in such amounts as would have been due absence such prepayment by the District unless the Bond Insurer chooses to pay such amounts at an earlier date. Under most circumstances, default of payment of principal and interest does not obligate acceleration of the obligations of the Bond Insurer without appropriate consent. The Bond Insurer may direct and must consent to any remedies and the Bond Insurer's consent may be required in connection with amendments to any applicable bond documents. In the event the Bond Insurer is unable to make payment of principal and interest as such payments become due under the Policy, the Bonds are payable solely from the moneys received pursuant to the applicable bond documents. In the event the Bond Insurer becomes obligated to make payments with respect to the Bonds, no assurance is given that such event will not adversely affect the market price of the Bonds or the marketability (liquidity) for the Bonds. The long-term ratings on the Bonds are dependent in part on the financial strength of the Bond Insurer and its claim paying ability. The Bond Insurer's financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Bond Insurer and of the ratings on the Bonds insured by the Bond Insurer will not be subject to downgrade and such event could adversely affect the market price of the Bonds or the marketability (liquidity) for the Bonds. The obligations of the Bond Insurer are contractual obligations and in an event of default by the Bond Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies. Neither the District or Underwriter have made independent investigation into the claims paying ability of the Bond Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Bond Insurer is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the District to pay principal and interest on the Bonds and the claims paying ability of the Bond Insurer, particularly over the life of the investment. See "Bond Insurance" herein for further information provided by the Bond Insurer and the Policy, which includes further instructions for obtaining current financial information concerning the Bond Insurer. 29 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 District under the Constitution and laws of the State of Texas payable from the proceeds of an annual ad valorem tax levied by the District, without legal limit as to rate or amount, upon all taxable property within the District, and are further payable from and secured by a pledge of and lien on certain Net Revenues, if any, of the District's water and sewer system, and, based upon their examination of a transcript of certified proceedings relating to the issuance and sale of the Bonds, the legal opinion of Bond Counsel, to a like effect. Bond Counsel has reviewed the information appearing in this Official Statement under "PLAN OF FINANCING— Escrow Agreement," "THE BONDS," "THE DISTRICT—General," "TAXING PROCEDURES," "LEGAL MATTERS," and "CONTINUING DISCLOSURE OF INFORMATION" solely to determine whether such information fairly summarizes matters of law and the provisions of the documents referred to therein. Bond Counsel has not, however, independently verified any of the factual information contained in this Official Statement nor has either conducted an investigation of the affairs of the District for the purpose of passing upon the accuracy or completeness of this Official Statement. No person is entitled to rely upon Bond Counsel's limited participation as an assumption of responsibility for or an expression of opinion of any kind with regard to the accuracy or completeness of any information contained herein. Winstead PC, Austin, Texas, serves as Bond Counsel to the District. McGinnis, Lochridge & Kilgore, L.L.P., Austin, Texas, serves as General Counsel to the District. Fulbright & Jaworski L.L.P., Houston, Texas, serves as Underwriters' Counsel to the Underwriter. The legal fees paid to Bond Counsel and a portion of the fees to be paid to General Counsel for services rendered in connection with the issuance of the Bonds are based on a percentage of the Bonds actually issued, sold and delivered and, therefore, such fees are contingent upon the sale and delivery of the Bonds. The fees paid to Underwriter's Counsel for services rendered in connection with the issuance of the Bonds are contingent upon the sale and delivery of the Bonds. 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. Opinion In the opinion of Winstead PC, Bond Counsel, under existing law, and assuming compliance with certain covenants and the accuracy of certain representations, discussed below, (i) interest on the Bonds is excludable from gross income for federal income tax purposes and (ii) interest on the Bonds is not (A) subject to the alternative minimum tax on individuals and corporations or (B) included in the "adjusted current earnings" of a corporation for purposes of computing its alternative minimum tax liability. Corporate purchasers of the Bonds should consult their tax advisors regarding the computation of alternative minimum tax. Section 103 of the Internal Revenue Code of 1986, as amended, (the "Code") establishes certain requirements that must be met at and subsequent to the issuance of the Bonds in order for interest on the Bonds to be and remain excludable from federal gross income. Included among these continuing requirements are certain restrictions and prohibitions on the use of bond proceeds, restrictions on the investment of proceeds and other amounts, and rebate to the United States of certain earnings from investments. Failure to comply with these continuing requirements may cause interest on the Bonds to become includable in gross income for federal income tax purposes retroactively to the date of their issuance. The District has covenanted to comply with certain procedures, and has made certain representations and certifications, designed to assure compliance with these Code requirements. In rendering its opinion, Bond Counsel will rely on these covenants, and on representations and certifications of the District relating to matters solely within its knowledge (which Bond Counsel has not independently verified), and will assume continuing compliance by the District. Prospective purchasers of the Bonds should be aware that ownership of, accrual or receipt of interest on, or disposition of the Bonds may have collateral federal income tax consequences for certain taxpayers, including financial institutions, certain subchapter S corporations, United States branches of foreign corporations, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, taxpayers eligible for the earned income credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations. The foregoing is not intended as an exhaustive list of potential tax consequences. Prospective purchasers of the Bonds should consult their tax advisors regarding any potential collateral tax consequences. Bond Counsel expresses no opinion regarding any such collateral tax consequences. 30 The statutes, regulations, published rulings, and court decisions on which Bond Counsel has based its opinion are subject to change by Congress, as well as to subsequent judicial and administrative interpretation by courts and the Internal Revenue Service (the "Service"). No assurance can be given that such law or its interpretation will not change in a manner that would adversely affect the tax treatment of receipt or accrual of interest on, or the acquisition, ownership, market value, or disposition of, the Bonds. No rulings concerning the tax treatment of the Bonds have been sought from the Service, and the opinion of Bond Counsel is not binding on the Service. The Service has an ongoing audit program of tax-exempt obligations to determine whether, in the Service's view, interest on such tax-exempt obligations is excludable from gross income for federal income tax purposes. No assurance can be given regarding whether or not the Service will commence audits of the Bonds. If such audits were to be commenced, under current procedures, the Service would treat the District as the taxpayer, and owners of the Bonds would have no right to participate in the audit process. In this regard, in responding to or defending audits with respect to the Bonds, the District might have different or conflicting interests from those of the owners of the Bonds. The opinions set forth above are based on existing law and Bond Counsel's knowledge of relevant facts on the date of issuance of the Bonds. Such opinions are an expression of professional judgment and are not a guarantee of result. Except as stated above, Bond Counsel expresses no opinion regarding any other federal, state, or local tax consequences under current law or proposed legislation resulting from the receipt or accrual of interest on, or the acquisition, ownership, or disposition of, the Bonds. Further, Bond Counsel assumes no obligation to update or supplement its opinions to reflect any facts or circumstances that may come to its attention, or any changes in law that may occur after the issuance date of the Bonds. In addition, Bond Counsel has not undertaken to advise in the future whether any events occurring after the issuance date of the Bonds may affect the tax-exempt status of interest on the Bonds. Orieinal Issue Discount Certain of the Bonds (the "Discount Bonds") may be offered and sold to the public at an "original issue discount" ("OID"). OID is the excess of the stated redemption price at maturity (the principal amount) over the "issue price" of such Bonds. The issue price of Discount Bonds is the initial offering price to the public (other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers) at which a substantial amount of Discount Bonds of the same maturity are sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Bond over such Discount Bonds period to maturity based on the constant interest rate method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). Bond Counsel is of the opinion that the portion of OID that accrues during the ownership period of a Discount Bond (i) is interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as is other interest on the Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, sale, or other disposition of that Discount Bond. OID may be treated as continuing to accrue even if payment of the Discount Bond becomes doubtful in the event that the District encounters financial difficulties, and it is treated as interest earned by cash -basis owners (with possible tax consequences under the corporate alternative minimum tax as discussed above), even though no cash corresponding to the accrual is received in the year of accrual. A purchaser of a Discount Bond at its issue price in the initial public offering who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of such Discount Bond. The federal income tax consequences of the acquisition, ownership, redemption, sale, or other disposition of Discount Bonds not purchased in the initial offering at the initial offering price may be determined according to rules different from those described above. Owners of such Discount Bonds should consult their tax advisors regarding the federal, state, and local income tax treatment and consequences of acquisition, ownership, redemption, sale, or other disposition of such Discount Bonds. Ori2inal Issue Premium Certain maturities of the Bonds (the "Premium Bonds") may be offered and sold to the public at prices greater than their stated redemption prices (the principal amount) payable at maturity ("Bond Premium"), which, for federal income tax purposes, is amortized over the period to maturity of the Premium Bond based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, an amortization period and yield determined on the basis of the earliest call date resulting in the lowest yield on that Premium Bond), compounded semiannually. No portion of that Bond Premium is deductible by the Premium Bond owner. 31 For purposes of determining a Premium Bond owner's gain or loss on sale, redemption (including redemption at maturity), or other disposition of a Premium Bond, the owner's tax basis in the Premium Bond is reduced by the amount of Bond Premium that accrues during the ownership period. As a result, an owner of a Premium Bond may realize taxable gain for federal income tax purposes upon the sale or other disposition of such Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond at its issue price in the initial offering who holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to the earliest call date resulting in the lowest yield on that Premium Bond) will realize no gain or loss upon retirement of that Premium Bond. Owners of Premium Bonds should consult their tax advisors with respect to the determination for federal income tax purposes of the amount of Bond Premium properly accruable in any tax year (or portion thereof), and with respect to other federal, state, and local tax consequences of owning and disposing of Premium Bonds. Oualified Tax -Exempt Obligations for Financial Institutions Section 265(a) of the Code provides, in pertinent part, that interest paid or incurred by a taxpayer, including a "financial institution," on indebtedness incurred or continued to purchase or carry tax-exempt obligations is not deductible in determining the taxpayer's taxable income. Section 265(b) of the Code provides an exception to the disallowance of such deduction for any interest expense paid or incurred on indebtedness of a taxpayer that is a "financial institution" allocable to tax-exempt obligations, other than "private activity bonds," that are designated by a "qualified small issuer" as "qualified tax-exempt obligations." A "qualified small issuer" is any governmental issuer (together with any "on -behalf of and "subordinate" issuers) who issues no more than $10,000,000 of tax-exempt obligations during the calendar year, except that such amount will be $30,000,000 for taxable years beginning after December 31, 2008 and ending prior to January 1, 2011. Section 265(b)(5) of the Code defines the term "financial institution" as any "bank" described in Section 585(a)(2) of the Code, or any person accepting deposits from the public in the ordinary course of such person's trade or business that is subject to federal or state supervision as a financial institution. Notwithstanding the exception to the disallowance of the deduction of interest on indebtedness related to "qualified tax-exempt obligations" provided by Section 265(b) of the Code, Section 291 of the Code provides that the allowable deduction to a "bank," as defined in Section 585(a)(2) of the Code, for interest on indebtedness incurred or continued to purchase "qualified tax-exempt obligations" shall be reduced by twenty - percent (20%) as a "financial institution preference item." The Issuer expects to designate the Bonds as "qualified tax-exempt obligations" within the meaning of section 265(b) of the Code. In furtherance of that designation, the Issuer will covenant to take such action that would assure, or to refrain from such action that would adversely affect, the treatment of the Bonds as "qualified tax-exempt obligations." Potential purchasers should be aware that if the issue price to the public exceeds $30,000,000 for taxable years beginning after December 31, 2008 and ending prior to January 1, 2011, there is a reasonable basis to conclude that the payment of a de minimis amount of premium in excess of $30,000,000 for taxable years beginning after December 31, 2008 and ending prior to January 1, 2011 is disregarded; however, the Internal Revenue Service could take a contrary view. If the Internal Revenue Service takes the position that the amount of such premium is not disregarded, then such obligations might fail to satisfy the aforementioned dollar limitation and the Bonds would not be "qualified tax-exempt obligations." MUNICIPAL BOND RATING AND MUNICIPAL BOND INSURANCE Application has been made to Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") for an underlying rating on the Bonds. The District's Outstanding Bonds are rated "A-" by S&P. The District has furnished to the rating agencies certain information and materials relating to the Bonds and the District, including certain information and materials which have not been included in this Official Statement. Generally, rating agencies base their ratings on such information and materials and investigations, studies and assumptions by the respective rating agency. Application has also been made to various municipal bond insurance companies for qualification of the Bonds for municipal bond insurance. PREPARATION OF OFFICIAL STATEMENT Sources and Compilation of Information The financial data and other information contained in this Official Statement has been obtained primarily from the District's records, the Engineer, the Tax Assessor/Collector, the Appraisal District and information from other sources. All of these sources are believed to be reliable, but no guarantee is made by the District as to the accuracy or completeness of the information derived from such sources, and its inclusion herein is not to be construed as a representation on the part of the District except as described below under "Certification of Official Statement." Furthermore, there is no guarantee that any of the assumptions or estimates contained herein will be realized. The summaries of the agreements, reports, statutes, resolutions, engineering and other related information set forth in this Official Statement are included herein 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. 32 Financial Advisor First Southwest Company is employed as the Financial Advisor to the District to render certain professional services, including advising the District on a plan of financing and preparing the OFFICIAL STATEMENT. In its capacity as Financial Advisor, First Southwest Company has compiled and edited this OFFICIAL STATEMENT. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to the District and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. Consultants In approving this OFFICIAL STATEMENT the District has relied upon the following consultants. Each consultant has consented to the use of information provided by such firms. Engineer: The information contained in this OFFICIAL STATEMENT relating to engineering and to the description of the System and, in particular that information included in the sections entitled "THE DISTRICT," and "THE SYSTEM" has been provided by CMA Engineering, Inc., and has been included herein in reliance upon the authority of said firm as experts in the field of civil engineering. Appraisal District: The information contained in this OFFICIAL STATEMENT relating to the historical Certified Assessed Valuations and certain other historical data concerning tax rates and tax collections has been provided by the Williamson County Appraisal District and has been included herein in reliance upon the authority of such entity as experts in assessing the values of property in Williamson County, including the District. Auditor: The District's audited financial statements for the fiscal year ended September 30, 2008, were prepared by Donald Allman, CPA, Certified Public Accountants. See "APPENDIX A" for a copy of the District's audited financial statement as of September 30, 2008. A copy of the Management Letter from the District's auditor to the District's Board of Directors relating to the District's financial reporting under Statement of Auditing Standards No. 112, including the District's response thereto, is included in APPENDIX A. Updating the Official Statement If, subsequent to the date of the Official Statement, the District 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 Official Statement to be materially misleading, and unless the Underwriter elects to terminate its obligation to purchase the Bonds, the District will promptly prepare and supply to the Underwriter an appropriate amendment or supplement to the Official Statement satisfactory to the Underwriter; provided, however, that the obligation of the District to so amend or supplement the Official Statement will terminate when the District delivers the Bonds to the Underwriter, unless the Underwriter notifies the District on or before such date that less than all of the Bonds have been sold to ultimate customers, in which case the District's obligations hereunder will extend for an additional period of time as required by law (but not more than 90 days after the date the District delivers the Bonds). Certification of Official Statement The District, in its official capacity, acting by and through its Board of Directors in reliance upon the experts listed above, hereby certifies, as of the date hereof, that to the best of its knowledge and belief, the information, statements, and descriptions or any addenda, supplement and amendment thereto pertaining to the District and its affairs herein contain no untrue statement of a material fact and do not omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. With respect to information included in this OFFICIAL STATEMENT other than that relating to the District, the District has no reason to believe that such information contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading; however, the Board has made no independent investigation as to the accuracy or completeness of the information derived from sources other than the District. 33 CONTINUING DISCLOSURE OF INFORMATION In the Bond Resolution, the District has made the following agreement for the benefit of the holders and beneficial owners of the Bonds. The District is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds. Under the agreement, the District will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified material events, to the Municipal Securities Rulemaking Board. Annual Reports The District will provide certain updated financial information and operating data annually to the Municipal Securities Rulemaking Board ("the MSRB"), or any successor, through its Electronic Municipal Market Access System ("EMMA"). The information to be updated includes all quantitative financial information and operating data with respect to the District of the general type included in this Official Statement under the headings "PLAN OF FINANCING— Outstanding Bonds—Debt Service Requirements," "THE DISTRICT," "FINANCIAL INFORMATION CONCERNING THE DISTRICT," "TAX DATA," "INVESTMENT CONSIDERATIONS—Future Debt," and in "APPENDIX A." The District will update and provide this information within six months after the end of each fiscal years ending in or after 2009. The District may provide updated information in full text or may incorporate by reference certain other publicly available documents, as permitted by Rule 15c2-12 ("Rule") of the United States Securities and Exchange Commission (the "SEC"). The updated information will include audited financial statements, if the District commissions an audit and the audit is completed by the required time. If the audit of such financial statements is not complete within such period, then the District will provide unaudited financial statements for the applicable fiscal year to the MSRB within such six month period, and audited financial statements when the audit report of such statements becomes available. Any such financial statements will be prepared in accordance with the accounting principles described in the Bond Resolution or such other accounting principles as the District may be required to employ from time to time pursuant to state law or regulation. The District's fiscal year end is currently September 30. Accordingly, it must provide updated information by March 31 in each year, unless the District changes its fiscal year. If the District changes its fiscal year, it will notify the MSRB of the change. Material Event Notices The District will also provide timely notices of certain events to the MSRB. The District will provide notice of any of the following events with respect to the Bonds, if such event is material to a decision to purchase or sell Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status of the Bonds; (7) modifications to rights of holders of the Bonds; (8) Bond calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds; and (11) rating changes of the Bonds. In addition, the District will provide timely notice of any failure by it to provide information, data, or financial statements in accordance with its agreement described above under "Annual Reports." Availability of Information From MSRB The District has agreed to provide the foregoing updated information only to the MSRB. The MSRB intends to make the information available to the public without charge through an intemet portal at www.emma.msrb.org. Limitations and Amendments The District has agreed to update information and to provide notices of material events only as described above. The District 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, except as described above. The District makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date. The District disclaims any contractual or tort liability for damages resulting m whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders or beneficial owners of Bonds may seek a writ of mandamus to compel the District to comply with its agreement. 34 The District may amend its continuing disclosure agreement from time to time to adapt the changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the District, if but only if the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds in the offering made hereby in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and either the holders of a majority in aggregate principal amount of the outstanding Bonds consent to the amendment or any person unaffiliated with the District (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The District may amend or repeal the agreement in the Bond Resolution if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid or unenforceable, but only to the extent that its right to do so would not prevent the Initial Purchaser from lawfully purchasing the Bonds in the initial offering. If the District so amends the agreement, it has agreed to include with any financial information or operating data next provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. Compliance with Prior Undertakines During the last five years, the District has complied in all material respects with its previous continuing disclosure agreements made by it in accordance with SEC Rule 15c2-12. MISCELLANEOUS All estimates, statements and assumptions in this OFFICIAL STATEMENT and the APPENDICES hereto have been made on the basis of the best information available and are believed to be reliable and accurate. Any statements in this Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not as representations of fact, and no representation is made that any such statements will be realized. This Official Statement was approved by the Board of Directors of Fern Bluff Municipal Utility District, as of the date shown on the cover page. ATTEST: /s/ Secretary, Board of Directors 35 /s/ President, Board of Directors APPENDIX A Financial Statement of the District For the Year Ended September 30, 2008 STEAD Austin Dallas Fort Worth Houston San Antonio The Woodlands Washington, D.C. 401 Congress Avenue Suite 2100 Austin, Texas 78701 August 5, 2009 Ms. Cheryl Delaney Finance Director City of Round Rock 221 E. Main Street Round Rock, TX 78664 Re: Fern Bluff Municipal Utility District $4,435,000 Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2009 512.370.2800 OFFICE 512.370.2850 FAX winstead.com JULIA R. HOUSTON direct dial: 512.370.2817 jhouston@winstead.com Dear Ms. Delaney: Attached hereto is a draft of the Resolution approving the issuance of the bonds referenced above for the Council's consideration. A draft of the Preliminary Official Statement was provided under separate cover by John Barganski of First Southwest Company. After review of the enclosed Resolution, please feel free to call me with any questions. Sincerely, Julia R. Houston JRH:bj Enclosure cc: Mr. Steve Sheets, City Attorney, City of Round Rock Mr. John Barganski, First Southwest Company Mr. Phil Haag, McGinnis, Lockridge & Kilgore, L.L.P. Ms. Julie Peak, Firm Austin_1 573510v1 45898-10 WINSTEAD PC ATTORNEYS CERTIFICATE FOR RESOLUTION We, the undersigned Officers of the Board of Directors of Fern Bluff Municipal Utility District (the "District"), hereby certify as follows: 1. The Board of Directors of said District convened in Regular Session on August 12, 2009, at the regular meeting place thereof, and the roll was called of the duly constituted members of said Board of Directors, to -wit: Patrick Savarese President Jeff Bradley Vice President Joseph Teiber Secretary Farrell Walker Treasurer Dave Quillman Assistant Secretary/Treasurer and all of said persons were present at said meeting, except , thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written Resolution entitled: RESOLUTION AUTHORIZING THE ISSUANCE OF FERN BLUFF MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS, SERIES 2009; AUTHORIZING EXECUTION AND DELIVERY OF A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW DEPOSIT LETTER AND A BOND PURCHASE AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND CONTAINING OTHER PROVISIONS RELATING TO THE ISSUANCE OF THE BONDS was duly introduced for consideration of said Board of Directors. It was then duly moved and seconded that said Resolution be passed; and, after due discussion, said motion, carrying with it the passage of said Resolution, prevailed and carried by the following vote: AYES All those present voted "aye" NOES: 0 ABSTENTIONS: 0 2. A true, full and correct copy of the aforesaid Resolution passed at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; said Resolution has been duly recorded in the official minutes of said Board of Directors; the above and foregoing paragraph is a true and correct excerpt from said minutes of said meeting pertaining to the passage of said Resolution; the persons named in the above and foregoing paragraph, at the time of said meeting and the passage of said Resolution, were the duly chosen, qualified and acting members of said Board of Directors as indicated therein; according to the records of my office, each member of the Board of Directors was duly and sufficiently notified officially and personally in advance, of the time, place and purpose of the aforesaid meeting and that said Resolution would be introduced and considered for passage at said meeting; and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chap. 551, Texas Government Code, as amended, and Section 49.063, Texas Water Code, as amended. SIGNED AND SEALED August 12, 2009. Secretary, Board of Directors President, Board of Directors Fern Bluff Municipal Utility District Fern Bluff Municipal Utility District [DISTRICT SEAL] SIGNATURE PAGE TO CERTIFICATE FOR RESOLUTION RESOLUTION FERN BLUFF MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS SERIES 2009 Adopted: August 12, 2009 TABLE OF CONTENTS 1. Definitions 2 2. Authorization. 5 3. Designation, Date, Denomination, Delegation to Pricing Officer. 5 4. Redemption. 6 5. Execution and Delivery of Bonds. 7 6. Approval by Attorney General; Registration by Comptroller. 7 7. Authentication 7 8. Payment of Debt Service. 7 9. Paying Agent/Registrar 8 10. Ownership 10 11. Book -Entry Only System. 10 12. Successor Securities Depository; Transfer Outside Book -Entry Only System. 11 13. Payments to Cede & Co 11 14. Registration, Transfer, and Exchange. 11 15. Mutilated, Lost, or Stolen Bonds. 12 16. Disposition of Canceled Bonds 13 17. Bond Forms 13 18. Legal Opinion; CUSIP; Bond Insurance 20 19. Debt Service Fund 20 20. Security of Bonds; Pledge of Ad Valorem Tax and Net Revenues. 20 21. Tax Levy. 20 22. Additional Bonds. 21 23. Perfected Security Interest. 21 24. Dissolution; Annexation and Consolidation of District 21 25. Parameters for Sale of Bonds, Approval of Bond Purchase Agreement, Official Statement 22 26. Application of Proceeds 23 27. Investments. 23 28. Remedies in Event of Default. 23 29. Tax Matters. 23 30. Qualified Tax -Exempt Obligations 25 31. Discharge. 25 32. Continuing Disclosure Undertaking. 26 33. Related Matters. 27 34. Approval of Escrow Agreement; Redemption of Refunded Bonds 28 35. Attorney General Examination Fee. 28 36. No Personal Liability. 28 37. District's Successors and Assigns. 28 38. Severability Clause. 29 -i- RESOLUTION AUTHORIZING THE ISSUANCE OF FERN BLUFF MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS, SERIES 2009; AUTHORIZING EXECUTION AND DELIVERY OF A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW DEPOSIT LETTER AND A BOND PURCHASE AGREEMENT; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND CONTAINING OTHER PROVISIONS RELATING TO THE ISSUANCE OF THE BONDS WHEREAS, Fern Bluff Municipal Utility District, situated in Williamson County, Texas (the "District"), is a conservation and reclamation district created by order of the Texas Water Commission as a municipal utility district pursuant to the provisions of Article XVI, Section 59 of the Texas Constitution, and operating under and governed by Chapter 49 and Chapter 54, Texas Water Code; and WHEREAS, the District has heretofore issued its waterworks and sewer system combination unlimited tax and revenue bonds and the District now desires to issue its refunding bonds for the purpose of refunding in advance of their maturities all or a portion of such bonds as described on Schedule I hereto (the "Refunded Bonds Candidates," and those Refunded Bonds Candidates designated by the Pricing Officer in the Pricing Certificate [as such terms are defined herein] to be refunded are herein referred to as the "Refunded Bonds"), for the purpose of achieving a debt service savings in an amount to be specified in such Pricing Certificate; and WHEREAS, the refunding bonds hereafter authorized are being issued and delivered pursuant to Chapter 1207, Texas Government Code, as amended ("Chapter 1207"); and WHEREAS, Chapter 1207 authorizes the District to issue refunding bonds for the purpose of refunding the Refunded Bonds in advance of their maturities and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment (paying agent) for the Refunded Bonds or eligible trust company or commercial bank, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and WHEREAS, the Board of Directors of the District deems it advisable and in the best interest of the District to refund the Refunded Bonds in order to achieve a net present value debt service savings of not less than 4.25% of the principal amount of the Refunded Bonds net of any District contribution with such savings, together with other information and terms to be included in the Pricing Certificate to be executed by the Pricing Officer, all in accordance with the provisions of Chapter 1207, including Section 1207.007 thereof; and WHEREAS, the issuance of the refunding bonds herein authorized will not result in the maximum annual debt service requirements in any Fiscal Year after the issuance of such refunding bonds exceeding the maximum annual debt service requirements in any Fiscal Year prior to the issuance of such refunding bonds; and WHEREAS, the District being located within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City") and the City has certain rights of approval with respect to the issuance by the District of its bonds and the City has received a copy of this Resolution and the Preliminary Official Statement (defined herein) and the City is expected to approve by resolution the issuance of the bonds herein authorized on August 13, 2009; and WHEREAS, the meeting at which this Resolution is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended, and Section 49.063, Texas Water Code, as amended, now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF FERN BLUFF MUNICIPAL UTILITY DISTRICT: 1. Definitions. Throughout this Resolution the following terms and expressions as used herein shall have the meanings set forth below: "Act" means, collectively, Chapter 49 and Chapter 54, Texas Water Code, as amended. "Authorized Denominations" means the denomination of $5,000 principal amount or any integral multiple thereof. "Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of Representations between the District and DTC. "Board" means the Board of Directors of the District. "Bond" or "Bonds" means any bond or all bonds, as the case may be, of the Bonds authorized in this Resolution, unless the context clearly indicates otherwise. "Bond Purchase Agreement" means that certain Bond Purchase Agreement executed by the Pricing Officer in accordance with this Resolution. "Business Day" means any day which is not a Saturday, Sunday, a day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to remain closed, or a legal holiday. "City" means the City of Round Rock, Texas. "Closing Date" means the date of initial delivery of the Bonds to the Underwriter against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended. "Dated Date" means that date of the Bonds specified in Section 3. -2- "Debt Service" means the principal and interest due and payable on the Bonds. "Debt Service Fund" means the Debt Service Fund created and established in this Resolution. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named herein, its corporate trust office in Dallas, Texas, and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the District and such successor. "District" means Fern Bluff Municipal Utility District. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Escrow Deposit Letter" means that certain Escrow Deposit Letter entered into by the District and The Bank of New York Mellon Trust Company, N.A. "Escrow Fund" means the fund created and to be administered pursuant to the provisions of the Escrow Deposit Letter. "Initial Bond" mean the Initial Bonds authorized by Section 5. "Interest Payment Date" means each November 1 and May 1, commencing on the May 1 or November 1 set forth in the Pricing Certificate, until maturity or prior redemption thereof. "Maintenance and Operation Expenses" shall mean the expenses necessary to provide for the administration, efficient operation and adequate maintenance of the System together with such other costs and expenses as may now or hereafter be defined by law as proper Maintenance and Operation Expenses of the System. "Net Revenues" shall mean all income derived from the ownership and operation of the System after deducting the Maintenance and Operation Expenses and providing for the funding of any operating reserve from time to time established by the Board. "Owner" means any person who shall be the registered owner of any Bond. "Paying Agent/Registrar" means The Bank of New York Mellon Trust Company, N.A., its successors and assigns in such capacity. "Pricing Certificate" means the Pricing Certificate of the District's Pricing Officer to be executed and delivered pursuant to Section 3 hereof in connection with the Bonds. -3- "Pricing Officer" means the President of the Board of Directors of the District, or in the President's absence, the I ] of the Board of Directors, acting as the designated pricing officer of the District to execute the Pricing Certificate. "Prior Bonds" means the District's previously issued (i) Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 1991, (ii) Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 1993, (iii) Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 1996, (iv) Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 1997, (v) Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 1998, (vi) Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2000, (vii) Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2001, and (viii) Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2004. "Record Date" means, for any Interest Payment Date, the fifteenth calendar day of the month next preceding each Interest Payment Date. "Refunded Bonds" means those Refunded Bonds Candidates designated by the Pricing Officer in the Pricing Certificate. "Refunded Bonds Candidates" means the outstanding bonds identified on Schedule I hereto. "Register" means the books of registration kept by the Paying Agent/Registrar, in which are maintained the names and addresses of, and the principal amounts of the Bonds registered to each Owner. Bonds. "Resolution" as used herein and in the Bonds means this Resolution authorizing the "System" means water, wastewater and storm drainage facilities owned or to be owned by the District providing utility service to the real property within the District's boundaries, all components of which are in full compliance with all applicable regulations, and including the District's interest in certain utility service agreements entered into with other area utility providers. "Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment of principal, redemption premium, if any, or interest on the Bonds as the same become due and payable or money set aside for the payment of Bonds duly called for redemption prior to maturity and remaining unclaimed by the Owners of such Bonds for 90 days after the applicable payment or redemption date. "Underwriter" means [ 1. -4- 2. Authorization. The Bonds shall be issued in fully registered form, without coupons, in the total authorized aggregate principal amount of not to exceed $4,435,000 for the purpose of refunding the Refunded Bonds, as designated in the Pricing Certificate, and paying the costs of issuing the Bonds pursuant to the Constitution and laws of the State of Texas, particularly Chapter 1207, and the Act. 3. Designation, Date, Denomination, Delegation to Pricing Officer. (a) The Bonds shall be designated as the "FERN BLUFF MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS, SERIES 2009," shall be dated the date set forth in the Pricing Certificate. The title of the Bonds shall be designated by the year in which it is awarded pursuant to Section 3(c) below and in the event that another series of bonds is issued by District within a calendar year each series within that year will have a letter designation following the year. (b) There initially shall be issued, sold and delivered fully registered bonds, without interest coupons, numbered consecutively from one (1) upward, except the Initial Bond delivered to the Attorney General of the State of Texas which shall be numbered T-1, payable to the respective Owner thereof, or to the registered assignee or assignees of such Bonds or any portion or portions thereof, in Authorized Denominations, serially or otherwise on the dates, in the years and in the principal amounts, respectively, and dated, all as set forth in the Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to subsection (c) of this Section 3. The Pricing Certificate is hereby incorporated in and made a part of this Resolution and shall be filed in the minutes of the Board as part of this Resolution. (c) As authorized by Section 1207.007, Texas Government Code, as amended, the Pricing Officer is hereby authorized to act on behalf of the District in selling and delivering the bonds, determining which of the Refunded Bonds Candidates shall be refunded and constitute "Refunded Bonds" under this Resolution and carrying out the other procedures specified in this Resolution, including determining the date of the Bonds, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the aggregate principal amount of the Bonds, the rate of interest to be borne by each such maturity, the interest payment periods, the dates, price and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the district, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale and delivery of the Bonds and the refunding of the Refunded Bonds, all of which shall be specified in the Pricing Certificate, provided that following conditions shall be satisfied: (i) the price to be paid for the Bonds shall not be less than 97% of the aggregate original principal amount thereof plus accrued interest thereon from its date to its delivery; (ii) none of the Bonds shall bear interest at a rate greater than 7% per annum; -5- (iii) the refunding must produce a net present value debt service savings of at least 4.25% of the principal amount of the Refunded Bonds; net of any District contribution; (iv) in establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not to exceed the amount authorized in Section 2, which shall be sufficient to provide for the purposes for which the Bonds are authorized and to pay the costs of issuing the Bonds and that will: (A) result in a reduction of debt service costs to the District on a present value basis of not less than 4.250% of the Refunded Bonds and result in a total dollar savings; (B) not require the refunding of any maturity of any of the Refunded Bonds Candidates that would not produce an incremental reduction in debt service costs to the District on a present value basis for such maturity of Refunded Bonds Candidates, a term maturity being considered a single maturity for such purposes, all based on bond market conditions and available interest rates for the Bonds on the date of the pricing and sale of the Bonds and taking into account any municipal bond insurance policy, net of the cost of said municipal bond insurance policy, all as set forth in the Pricing Certificate. The Refunded Bonds shall be identified in the Pricing Certificate in accordance with the preceding sentence, except that if less than an entire maturity is to be refunded, the Refunded Bonds to be refunded within a maturity shall be selected as provided in the resolution authorizing their issuance, and, if not so provided, by lot; (v) the Bonds shall have a final maturity not later than May 1, 2020. (vi) the Bonds shall be sold by negotiated sale to the Underwriter pursuant to a bond purchase agreement at such price, with and subject to such terms, as determined by the Pricing Certificate. The Pricing Officer may not execute a Pricing Certificate unless the minimum required savings as described in this section is achieved. (d) The authority granted to the Pricing Officer under this Section 3 shall expire on December 31, 2009 unless otherwise extended by separate action of the Board of Directors of the District. (e) The Bonds shall bear interest calculated on the basis of a 360 -day year composed of twelve 30 -day months from the later of their date or the most recent Interest Payment Date to which interest has been paid or provided for at their respective interest rates per annum specified in the Pricing Certificate. 4. Redemption. The Bonds shall be subject to optional redemption and sinking fund redemption as set forth in the Pricing Certificate. -6- 5. Execution and Delivery of Bonds. (a) The Bonds, including the Initial Bond, shall be signed by the President of the Board and countersigned by the Secretary of the Board, by their manual or facsimile signatures, and the official seal of the District shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the District had been manually impressed upon each of the Bonds. If any officer of the District whose manual or facsimile signature shall appear on the Bonds shall cease to be such officer before the authentication of such Bonds or before the delivery of such Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in such office. (b) On the Closing Date, an initial bond (the "Initial Bond") representing the entire principal amount of the Bonds, payable in stated installments to the Underwriter or its designee, to be approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, with the Closing Date inserted thereon, will be delivered to the Underwriter or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver registered definitive Bonds to DTC in accordance with Section 11. 6. Approval by Attorney General; Registration by Comptroller. The Bond to be initially issued shall be delivered to the Attorney General of the State of Texas for approval and shall be registered by the Comptroller of Public Accounts of the State of Texas. The manually executed registration certificate of the Comptroller of Public Accounts of the State of Texas substantially in the form provided in this Resolution shall be attached or affixed to the Bond to be initially issued. 7. Authentication. Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Resolution unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered on the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the District, and has been registered by the Comptroller of Public Accounts of the State of Texas. 8. Payment of Debt Service. (a) Debt Service shall be paid in lawful money of the United States of America. -7- (b) Interest on each Bond shall be paid by check dated as of the Interest Payment Date, and sent first class United States mail, postage prepaid, by the Paying Agent/Registrar to each Owner, as shown in the Register at the close of business on the Record Date, at the address of each such Owner as such appears in the Register or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest is to be paid; provided, however, that such person shall bear all risk and expense of such other customary banking arrangements. (c) The principal of each Bond shall be paid to the Owner thereof on the maturity date or prior redemption date, as applicable, upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (d) If the date for the payment of Debt Service is not a Business Day, the date for such payment shall be the next succeeding Business Day, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in this Section. (e) In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the District. Notice of the Special Record Date and of the special payment date of the past due interest (the "Special Payment Date," which shall be fifteen (15) days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (f) Unclaimed Payments shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which the Unclaimed Payments pertain. Subject to Title 6, Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three (3) years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any such money remains after the retirement of all outstanding Bonds, shall be paid to the District to be used for any lawful purpose. Thereafter, neither the District, the Paying Agent/Registrar nor any other person shall be liable or responsible to any holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to Title 6, Texas Property Code. 9. Paying Agent/Registrar. (a) The District hereby appoints The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as initial Paying Agent/Registrar to act as registrar and transfer agent with respect to the Bonds, to keep such books or records and make such transfers and registrations under such reasonable regulations as the District and the Paying Agent/Registrar may prescribe. The Paying Agent/Registrar shall make such transfer and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the Owners and record in the Register the address of such Owner of each Bond to which payments with respect to the Bonds shall be mailed, as provided herein. The District or its designee shall have the right to inspect the -8- Register during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. (b) The District hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying Debt Service. The Paying Agent/Registrar shall keep proper records of all payments made by the District and the Paying Agent/Registrar with respect to the Bonds, and of all exchanges and replacements of such Bonds, as provided in the Resolution. (c) The execution and delivery of the Paying Agent/Registrar Agreement, substantially in the form presented at this meeting, specifying the duties and responsibilities of the District and the Paying Agent/Registrar, is hereby approved with such changes as may be approved by the President of the Board, and the President and Secretary of the Board are hereby authorized to execute such agreement. (d) Each Paying Agent/Registrar shall be (i) a commercial bank, trust company, or other entity duly qualified and legally authorized under applicable law, (ii) authorized under such laws to exercise trust powers, (iii) subject to supervision or examination by a federal or state governmental authority, and (iv) a single entity. (e) At all times while any Bonds are outstanding, the District will maintain a Paying Agent/Registrar that is qualified under this Section. (f) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the District will promptly appoint a replacement. (g) The District reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated a certified copy of a resolution of the District (i) giving notice of the termination of the appointment and of the Paying Agent/Registrar Agreement, and stating the effective date of such termination, and (ii) appointing a successor Paying Agent/Registrar; provided, that, no such termination shall be effective until a successor Paying Agent/Registrar has accepted the duties of Paying Agent/Registrar for the Bonds. (h) Promptly upon each change in the entity serving as Paying Agent/Registrar, the District will cause notice of the change to be sent to each Owner by United States mail, first class postage prepaid, at the address in the Register, stating the effective date of the change and the name of the replacement Paying Agent/Registrar and the mailing address of its Designated Payment/Transfer Office. (i) By accepting the appointment as Paying Agent/Registrar, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Resolution and that it will perform the duties and functions of Paying Agent/Registrar prescribed hereby and under the Paying Agent/Registrar Agreement. (j) If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. -9- 10. Ownership. The District, the Paying Agent/Registrar and any other person may treat the person in whose name any Bond is registered as the absolute Owner of such Bond for the purpose of making and receiving payment of principal or interest on such Bond, and for all other purposes, whether or not such Bond is overdue, and neither the District nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the Owner of any Bond in accordance with this Section shall be valid and effective and shall discharge the liability of the District and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. 11. Book -Entry Only System. (a) The Initial Bonds shall be registered in the name of Underwriter or its designee. The definitive Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the name of Cede & Co., the District and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such DTC Participant holds an interest in the Bonds, except as provided in this Resolution. Without limiting the immediately preceding sentence, the District and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Register, of any amount with respect to payments of Debt Service. Notwithstanding any other provision of this Resolution to the contrary, the District and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Register as the absolute Owner of such Bond for the purpose of payment of Debt Service, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all only to or upon the order of the respective Owners, as shown in the Register as provided in this Resolution, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payments of Debt Service to the extent of the sum or sums so paid. No person other than an owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the District to make payments of amounts due pursuant to this Resolution. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Resolution with respect to interest checks being mailed to the Owner of record as of the Record Date, the phrase "Cede & Co." in this Resolution shall refer to such new nominee of DTC. (c) The Blanket Issuer Letter of Representations previously executed and delivered by the District, and applicable to the District's obligations delivered in book -entry -only form to DTC as securities depository for said obligations, is hereby ratified and approved for the Bonds. -10- 12. Successor Securities Depository; Transfer Outside Book -Entry Only System. In the event that the District in its sole discretion, determines that the beneficial owners of the Bonds be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the District shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts, as identified by DTC. In such event, the Bonds shall not longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Resolution. 13. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments of Debt Service, and all notices with respect to the Bonds, shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations. 14. Registration, Transfer, and Exchange. So long as any Bonds remain outstanding, the Paying Agent/Registrar shall keep the Register at its Designated Payment/Transfer Office and, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with the terms of this Resolution. (a) Each Bond shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office, duly endorsed for transfer, or accompanied by an assignment duly executed by the Owner or his authorized representative in form satisfactory to the Paying Agent/Registrar. Upon due presentation of any Bond in proper form for transfer, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor, within three (3) Business Days after such presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate as the Bond or Bonds so presented. (b) All Bonds shall be exchangeable upon presentation and surrender thereof at the Designated Payment/Transfer Office for a Bond or Bonds of like tenor, maturity and interest rate and in any authorized denomination, in an aggregate amount equal to the unpaid principal amount or Maturity Amount, as applicable, of the Bond or Bonds presented for exchange. The Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this Section. Each Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. -11- (c) Neither the District nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during the fifteen (15) day period next preceding any Interest Payment Date or to transfer or exchange any Bond called for redemption during the thirty (30) day period prior to the date fixed for redemption of such Bond. (d) The District or the Paying Agent/Registrar may require the Owner of any Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. Any fee or charge of the Paying Agent/Registrar for such transfer or exchange shall be paid by the District. 15. Mutilated, Lost, or Stolen Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor, maturity, interest rate, and principal amount or Maturity Amount, as applicable, bearing a number not contemporaneously outstanding. If any Bond is lost, apparently destroyed, or wrongfully taken, the District, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall execute and the Paying Agent/Registrar shall authenticate and deliver a replacement Bond of like tenor, maturity, interest rate and principal amount or Maturity Amount, as applicable, bearing a number not contemporaneously outstanding. (b) The District or the Paying Agent/Registrar may require the Owner of a mutilated Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Paying Agent/Registrar. The District or the Paying Agent/Registrar will require the Owner of a lost, apparently destroyed or wrongfully taken Bond, before any replacement Bond is issued, to: (i) furnish to the District and the Paying Agent/Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnish such security or indemnity as may be required by the Paying Agent/Registrar and the District to save them harmless; (iii) pay all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that may be imposed; and (iv) meet any other reasonable requirements of the District and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the District and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity -12- provided therefor to the extent of any loss, damage, cost or expense incurred by the District or the Paying Agent/Registrar in connection therewith. (d) If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the District in its discretion may, instead of issuing a replacement Bond, authorize the Paying Agent/Registrar to pay such Bond. (e) Each replacement Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. 16. Disposition of Canceled Bonds. All Bonds paid in accordance with this Resolution, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance herewith, shall be canceled and disposed of in accordance with the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. 17. Bond Forms. The forms of the Bonds, which may be in typewritten, printed or lithographed form, and the forms of the Paying Agent/Registrar's Authentication Certificate, the Assignment, and the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, shall be, respectively, substantially as follows, with such additions, deletions and variations as may be necessary or desirable and not prohibited by this Resolution, the Pricing Certificate and the Bond Purchase Agreement, including any legend regarding bond insurance if such insurance is obtained with respect to the Bonds. Information pertaining to pricing of the Bonds, including but not limited to interest rates, dated date, interest payment and accrual dates, redemption dates and amounts shall be inserted from the Pricing Certificate. -13- (a) Form of Bond. United States of America State of Texas REGISTERED REGISTERED NUMBER AMOUNT No. $ State of Texas County of Williamson FERN BLUFF MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BOND SERIES 2009 INTEREST RATE MATURITY DATE DATED DATE CUSIP , 2009 FERN BLUFF MUNICIPAL UTILITY DISTRICT (the "District") promises to pay to or registered assigns, on the Maturity Date specified above, the sum of Dollars upon presentation and surrender of this Bond at the Designated Payment/Transfer Office in Dallas, Texas (the "Designated Payment/Transfer Office"), of The Bank of New York Mellon Trust Company, N.A. (the "Paying Agent/Registrar"), payable in lawful money of the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 -day year of twelve 30 -day months, from the later of Dated Date, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Bond is payable by check, or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the registered owner (at the risk and expense of such owner), on each May 1 and November 1 until the earlier of maturity or prior redemption, beginning on mailed, by United States mail, first-class, postage prepaid, to the registered owner as shown on the books of registration kept by the Paying Agent/Registrar as of the fifteenth calendar day of the month next preceding such interest payment date. THIS BOND is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $ (the "Bonds"), issued pursuant to Chapter 1207, Texas Government Code, and a certain resolution adopted by the Board of Directors of the District (the "Resolution") and a Pricing Certificate (as defined in the Resolution) for the purpose of refunding certain outstanding obligations of the District and paying the costs of issuing the Bonds. -14- THE DISTRICT RESERVES THE RIGHT, at its option, to redeem the Bonds maturing on or after May 1, , prior to their stated maturities, in whole or in part, in integral multiples of $5,000, on May 1, , or any date thereafter at a redemption price equal to the principal amount thereof plus interest accrued thereon to the date of redemption. If less than all of the Bonds are to be redeemed, the maturities to be redeemed shall be determined by the District and the particular Bonds within each maturity to be redeemed shall be selected by the Paying Agent/Registrar in manner which results in a random selection. THE BONDS MATURING in (the "Term Bonds") are subject to mandatory redemption prior to maturity in the amounts and on the dates set out below, at a price equal to the principal amount to be redeemed plus accrued interest to the redemption date: Term Bonds Maturing In Mandatory Redemption Principal Amount *Stated Maturity. The particular Term Bonds to be redeemed shall be selected by the Paying Agent/Registrar by lot or other customary random selection method, on or before May 1 of each year in which Term Bonds are to be mandatorily redeemed. The principal amount of Term Bonds to be mandatorily redeemed in each year shall be reduced by the principal amount of such Term Bonds that have been optionally redeemed on or before May 1 of such year and which have not been made the basis for a previous reduction. NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the date fixed for redemption by United States mail, first-class, postage prepaid, addressed to the registered owners of each Bond to be redeemed in whole or in part at the address shown on the books of registration kept by the Paying Agent/Registrar. When Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. THIS BOND IS TRANSFERABLE only upon presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative, subject to the terms and conditions of the Resolution. THIS BOND IS EXCHANGEABLE at the Designated Payment/Transfer Office of the Paying Agent/Registrar for Bonds in the principal amount of $5,000 or any integral multiple thereof; subject to the terms and conditions of the Resolution. -15- NEITHER THE DISTRICT nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during the fifteen (15) day period next preceding any interest payment date or to transfer or exchange any Bond called for redemption during the thirty (30) day period prior to the date fixed for redemption of such Bond. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Resolution unless this Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and agrees to be bound by all the terms and conditions of the Resolution. THE DISTRICT has covenanted in the Resolution that it will at all times provide a legally qualified Paying Agent/Registrar for the Bonds and will cause notice of any change of Paying Agent/Registrar to be mailed to each registered owner. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly issued and delivered; that all acts, conditions and things required or proper to be performed, to exist and to be done precedent to or in the issuance and delivery of this Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes, without legal limit as to rate, sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the District and have been pledged irrevocably for such payment. IT IS FURTHER CERTIFIED, RECITED AND REPRESENTED, that certain Net Revenues (as defined in the Resolution) to be derived from the ownership and operation of the District's System (as defined in the Resolution) have also been pledged to the payment of the interest on and principal of the Bonds to the extent that ad valorem taxes levied and collected for the payment thereof, together with other amounts on deposit in the Debt Service Fund established in the Resolution, are insufficient for such purpose, all as set forth in the Resolution, to which reference is made for all particulars, and that such Resolution also permits the District and its successors to issue obligations secured in whole or in part by lien on and pledge of such Net Revenues on a parity with or subordinate to the lien securing the Bonds. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the President of the Board and countersigned with the manual or facsimile signature of the Secretary of the Board, and the official seal of the District has been duly impressed, or placed in facsimile, on this Bond. -16- [SEAL] FERN BLUFF MUNICIPAL UTILITY DISTRICT President, Board of Directors Secretary, Board of Directors (b) Form of Registration Certificate of Comptroller of Public Accounts. The following Comptroller's Registration Certificate may be deleted from the definitive Bonds if such certificate on the Initial Bond is fully executed. COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by her as required by law, that she finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of Fern Bluff Municipal Utility District, and that this Bond has this day been registered by me. WITNESS MY SIGNATURE AND SEAL this Comptroller of Public Accounts of the State of Texas [SEAL] (c) Form of Paying Agent/Registrar's Authentication Certificate. The following Certificate of Paying Agent/Registrar may be deleted from the Initial Current Interest Bond if the Comptroller's Registration Certificate appears thereon. -17- AUTHENTICATION CERTIFICATE The records of the Paying Agent/Registrar show that the Initial Bond of this series of bonds was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas and that this is one of the Bonds referred to in the within -mentioned. Date of Authentication: (d) Form of Assignment. The Bank of New York Mellon Trust Company, N.A., Paying Agent/Registrar By Authorized Signature ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: ) the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Date: Signature Guaranteed By: Authorized Signatory NOTICE: The signature on this Agreement must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Paying Agent/Registrar. (e) Form of Initial Bond. The form of the Initial Bond shall be in the form set forth above for the form of the definite Bond, except for the following: (i) immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As Shown Below" and the word "CUSIP" deleted; -18- (ii) in the first paragraph of the Bond, the words "on the Maturity Date specified above," shall be deleted and the following shall be inserted: "on May 1 in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Interest Installments Rates [Information to be inserted from the Pricing Certificate] -19- 18. Legal Opinion; CUSIP; Bond Insurance. The approving opinion of Winstead PC, may be printed on or attached to the definitive Bonds and the CUSIP Numbers may be printed on the Bonds, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Bonds. If bond insurance is obtained with respect to the Bonds, the Bonds may bear an appropriate legend as provided by the insurer. 19. Debt Service Fund. There is hereby created and established the "Fern Bluff Municipal Utility District Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2009 Debt Service Fund" (the "Debt Service Fund") which shall be kept separate and apart from all other funds of the District. The Debt Service Fund shall constitute a trust fund which shall be held in trust by the District for the benefit of the Owners of the Bonds. 20. Security of Bonds; Pledge of Ad Valorem Tax and Net Revenues. (a) The Bonds are and shall be secured by and payable from the levy of a continuing, direct, annual ad valorem tax, levied without legal limitation as to rate or amount, upon all taxable property within the District. (b) In order to further secure the Bonds, the District hereby grants a lien on and pledge of the District's Net Revenues. Such Net Revenues, as herein provided, are hereby pledged to the payment of Debt Service and bank charges on the Bonds. The pledge of the Net Revenues to the payment of the Debt Service and bank charges on the Bonds is in all respects on a parity with the pledge of the Net Revenues to the payment of debt service and bank charges on the Prior Bonds. If at any time ad valorem taxes levied and collected for the payment thereof, together with other amounts in the Debt Service Fund, are insufficient for such purpose, the District shall transfer to the Debt Service Fund such available Net Revenues as shall be necessary to provide (together with other amounts on deposit in the Debt Service Fund) for the payment of Debt Service and bank charges on the Bonds; provided, however, that no transfers of revenues shall be made to the Debt Service Fund by the District until all Maintenance and Operation Expenses, including the cost of maintaining an operating reserve, shall have been paid by the District. The District reserves the right to apply Net Revenues not required for current payments of Debt Service and bank charges on the Bonds and Prior Bonds for any lawful purpose of the District. 21. Tax Levy. The proceeds from all taxes levied, assessed and collected for and on account of the Bonds authorized by this Resolution shall be deposited, as collected, in the Debt Service Fund. While the Bonds or any Debt Service thereon remains outstanding and unpaid, there is hereby levied and there shall be annually assessed and collected in due time, form and manner, and at the same time as other District taxes are assessed, levied and collected, in each year, a continuing, direct, annual ad valorem tax, without legal limit as to rate or amount, upon all -20- taxable property in the District, sufficient to pay Debt Service on the Bonds as the same becomes due and payable, full allowance being made for delinquencies and costs of collection, and said taxes are hereby irrevocably pledged to the payment of Debt Service and to no other purpose. 22. Additional Bonds. The District reserves the right to issue additional bonds and incur obligations secured in whole or in part by a lien on and pledge of Net Revenues on a parity with or subordinate to the lien on and pledge of Net Revenues securing the Bonds and Prior Bonds, and to apply such Net Revenues to the payment of such additional bonds and obligations on a parity with or subordinate to the Bonds and Prior Bonds. 23. Perfected Security Interest. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the ad valorem taxes and Net Revenues granted by the District under this Resolution and such pledge is, therefore, valid, effective, and perfected. 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 the ad valorem taxes and Net Revenues granted by the District under this Resolution is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve the Owners of the Bonds a security interest in such pledge, the District agrees to take such measures as it determines are reasonable and necessary to enable a filing of a security interest in said pledge to occur. 24. Dissolution; Annexation and Consolidation of District. (a) The City has the right to annex and dissolve the District. At such time, the obligations of the District payable in whole or in part from ad valorem taxes shall become obligations of the City, and the governing body of the City is thereafter required to levy and cause to be collected taxes on all taxable property within the City sufficient to pay Debt Service on the Bonds and Debt Service on all outstanding obligations of the District so assumed by the City. In order to allow the City to integrate the District's System into the City's water and sewer system, the City may terminate the pledge of and lien on the Net Revenues of the System to the payment of the Bonds. (b) In the event the District is consolidated with another district or districts, in accordance with the laws of the State of Texas which permit the District to be consolidated with one or more conservation and reclamation districts, the District reserves the right to: (i) consolidate the System with a similar system of one or more districts with which the District is consolidating and operate and maintain the systems as one consolidated system (the "Consolidated System"); (ii) apply the net revenues from the operation of the Consolidated System to the payment of Debt Service and bank charges on the Bonds and any other combination tax and revenue bonds or bonds or other obligations secured solely or primarily by such net revenues (the "Revenue Bonds") of the District and of the district or districts with which the District is consolidating (herein collectively the "Consolidating Districts") -21- without preference to any series of bonds (except subordinate lien revenue bonds which shall be subordinate to the Revenue Bonds of the Consolidating Districts); and (iii) pledge the net revenues of the Consolidated System to the payment of Debt Service and bank charges on any Revenue Bonds which may be issued by the Consolidating Districts on a parity with the outstanding Revenue Bonds of the Consolidating Districts. 25. Parameters for Sale of Bonds, Approval of Bond Purchase Agreement, Official Statement. (a) The Bonds shall be sold and delivered, pursuant to a bond purchase agreement "Bond Purchase Agreement") in substantially the form presented at this meeting by and between the District and the Underwriter at a price and under the terms set forth in the Pricing Certificate. The Pricing Officer is authorized to approve such changes to the Bond Purchase Agreement as necessary in connection with the sale of the Bonds. (b) The form and substance of the Preliminary Official Statement for the Bonds and any addenda, supplement or amendment thereto (the "Preliminary Official Statement"), and the final Official Statement (the "Official Statement") relating to the Bonds are hereby in all respects approved and adopted, and the Preliminary Official Statement is hereby deemed final as of its date (except for the omission of pricing and related information) within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, by the Board of Trustees. The President of the Board is hereby authorized and directed to execute the Official Statement and deliver appropriate numbers of copies thereof to the Underwriter. The Official Statement as thus approved, executed and delivered, with such appropriate variations as shall be approved by the President of the Board and the Underwriter, may be used by the Underwriter in the public offering of the Bonds and the sale thereof. The Secretary of the Board is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Official Statement for the Bonds and the preliminary public offering of the Bonds by the Underwriter are hereby ratified, approved and confirmed. (c) All officers of the District are authorized to execute such documents, certificates and receipts and to take such actions as they may deem appropriate in order to consummate the delivery of the Bonds in accordance with the Bond Purchase Agreement. (d) The obligation of the Underwriter to accept delivery of the Bonds is subject to, among other conditions specified in the Bond Purchase Agreement, the Underwriters being furnished with the opinion of Winstead PC, Bond Counsel for the District, which opinion shall be dated and delivered the Closing Date. (e) The President of the Board or, in the President's absence, the [ 1 of the Board, is hereby authorized to have control of the Initial Bonds and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attorney -22- General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas, and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. After registration by the Comptroller of Public Accounts, delivery of the Bonds shall be made to the Underwriter under and subject to the general supervision and direction of the President of the Board or, in his/her absence, the [ ] of the Board, against receipt by the District of all amounts due to the District under the terms of sale. 26. Application of Proceeds. (a) On the Closing Date, proceeds from the sale of the Bonds will disbursed as provided in this Section 26. (b) Moneys received representing accrued interest on the Bonds shall be deposited to the Debt Service Fund. (c) After making provision for the payment of costs of issuing the Bonds and insurance premium, if any, the remaining proceeds from the sale of the Bonds shall be deposited to the Escrow Fund and applied in the manner specified in the Escrow Deposit Letter. 27. Investments. Moneys in the Debt Service shall be invested or reinvested in legally authorized investments. 28. Remedies in Event of Default. In addition to all of the rights and remedies provided by laws of the State of Texas, the District further covenants and agrees that in the event of default in payment of Debt Service on any of the Bonds when due, or, in the event it fails to make the payments required to be made into the Debt Service Fund or any other fund or defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Resolution, the Owners shall be entitled to a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the District and the officials thereof to observe and perform the covenants, obligations or conditions prescribed in this Resolution. Any delay or omission to exercise any right or power occurring upon any default shall not impair any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. 29. Tax Matters. (a) General - The District intends that the interest on the Bonds shall be excludable from gross income for federal income tax purposes pursuant to sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Income Tax Regulations promulgated thereunder (the "Regulations"). The District covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds to be includable in gross income, as defined in section 61 of the Code, for federal income tax purposes. In particular, the District -23- covenants and agrees to comply with each requirement of this Section 29; provided, however, that the District shall not be required to comply with any particular requirement of this Section 29 if the District has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or if the District has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Section 29 will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such other requirement specified in such Counsel's Opinion shall constitute compliance with the corresponding requirement specified in this Section 29. (b) No Private Use or Payment and No Private Loan Financing - The District shall certify, through an authorized officer, employee or agent that based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered and that proceeds of the Bonds will not be used, in a manner that would cause the Bonds to be "private activity bonds" within the meaning of section 141 of the Code and the Regulations. Moreover, the District covenants and agrees that it will make such use of the proceeds of the Bonds including interest or other investment income derived from Bond proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the Bonds will not be "private activity bonds" within the meaning of Section 141 of the Code and the Regulations. (c) No Federal Guarantee - The District covenants and agrees that it has not and will not take any action, and has not knowingly omitted and will not knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code and the Regulations, except as permitted by section 149(b)(3) of the Code and the Regulations. (d) No Hedge Bonds - The District covenants and agrees that it has not and will not to take any action, and has not knowingly omitted and will not knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Bonds to be "hedge bonds" within the meaning of section 149(g) of the Code and the applicable Regulations thereunder. (e) No Arbitrage - The District shall certify, through an authorized officer, employee or agent that based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the District will reasonably expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code and the Regulations. Moreover, the District covenants and agrees that it will make such use of the proceeds of the Bonds including interest or other investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further action as may be required so that the Bonds will not be "arbitrage bonds" within the meaning of section 148(a) of the Code and the Regulations. (0 Arbitrage Rebate - If the District does not qualify for an exception to the requirements of section 148(0 of the Code relating to the required rebate to the United States, the District will take all necessary steps to comply with the requirement that certain amounts earned by the District on the investment of the "gross proceeds" of the Bonds (within the meaning of -24- section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the District will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of the District allocable to other bond issue of the District or moneys which do not represent gross proceeds of any bonds of the District, (ii) calculate at such times as are required by the Regulations, the amount earned from the investment of the gross proceeds of the Bonds which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds or on such other dates as may be permitted under the Regulations, all amounts required to be rebated to the federal government. Further, the District will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. (g) Information Reporting - The District covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the fifteenth (15th) day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, an information statement concerning the Bonds, all under and in accordance with section 149(e) of the Code and the Regulations. (h) Continuing Obligation - Notwithstanding any other provision of this Resolution, the District's obligations under the covenants and provisions of this Section 27 shall survive the defeasance and discharge of the Bonds. 30. Qualified Tax -Exempt Obligations. The District hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of section 265(b) of the Code. In connection therewith, the District represents (i) that the aggregate amount of tax-exempt obligations issued by the District during calendar year 2003, including the Bonds, which have been designated as "qualified tax-exempt obligations" under section 265(b)(3) of the Code does not exceed $30,000,000, and (ii) that the reasonably anticipated amount of tax-exempt obligations which will be issued by the District during calendar year 2003, including the Bonds, will not exceed $30,000,000. For purposes of this section, the term "tax-exempt obligation" does not include "private activity bonds" within the meaning of section 141 of the Code, other than "qualified 501(c)(3) bonds" within the meaning of Section 145 of the Code. In addition, for purposes of this Section, the District includes all entities aggregated with the District under section 265(b) of the Code. 31. Discharge. The District hereby reserves the right to discharge, defease or refund the Bonds in any manner now or hereafter permitted by law. -25- 32. Continuing Disclosure Undertaking. (a) Annual Reports. The District shall provide annually to the Municipal Securities Rulemaking Board (the "MSRB") pursuant to its Electronic Municipal Market Access System ("EMMA"), within six months after the end of each Fiscal Year ending in or after 2009, financial information and operating data with respect to the District of the general type described in Exhibit A hereto with respect to such Fiscal Year or the 12 -month period then ended. The continuing disclosure information is available to the public, without charge through the MSRB at www.emma.msrb.org. Any financial statements so to be provided shall be (i) prepared in accordance with generally accepted accounting principles or such other accounting principles as the District may be required to adopt from time to time by state law or regulations and (ii) audited, if the District commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, the District will provide unaudited statements by the required time and the District shall provide audited financial statements for the applicable fiscal year to the MSRB when and if the audit report on such statements becomes available. If the District changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the District otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB that theretofore has been provided to each nationally recognized municipal securities information repository ("NRMSIR") and any state information depository ("SID"), or filed with the SEC. (b) Material Event Notices. The District shall notify the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions or events affecting the tax exempt status of the Bonds; (vii) modifications to rights of holders of the Bonds; (viii) bond calls; (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Bonds; and (xi) ratings changes. The District shall notify the MSRB, in a timely manner, of any failure by the District to provide financial information or operating data in accordance with this Section by the time required by this Section. (c) Limitations, Disclaimers, and Amendments. The District shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the District remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the District in any event will give notice of any deposit made in accordance -26- with Section 18 that causes the Bonds no longer to be outstanding, and any call of Bonds made in connection therewith. The provisions of this Section are for the sole benefit of the beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The District undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the District's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The District does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE TO THE BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE DISTRICT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the District in observing or performing its obligations under this Section shall comprise a breach of or default under this Resolution for purposes of any other provisions of this Resolution. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the District under federal and state securities laws. The provisions of this Section may be amended, supplemented, or repealed by the District from time to time under the following circumstances, but not otherwise: (a) to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the District, if the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or sell Bonds in the present offering in compliance with the Rule and either the Holders of a majority in aggregate principal amount of the outstanding Bonds consent to such amendment, supplement, or repeal, or any State agency or official determines that such amendment, supplement, or repeal will not materially impair the interests of the beneficial owners of the Bonds, (b) upon repeal of the applicable provisions of the Rule, or any judgment by a court of final jurisdiction that such provisions are invalid, or (c) in any other circumstance or manner permitted by the Rule. 33. Related Matters. To satisfy in a timely manner all of the District's obligations under this Resolution, the President and Secretary of the Board of Directors of the District and all other appropriate officers -27- and agents of the District are hereby authorized and directed to do any and all things necessary and/or convenient to carry out the terms and purposes of this Resolution. 34. Approval of Escrow Agreement; Redemption of Refunded Bonds. (a) The Escrow Deposit Letter, in substantially the form presented at this meeting with such changes as may be approved by the Pricing Officer, and its execution and delivery by the Pricing Officer are hereby authorized and approved. (b) Following the deposit to the Escrow Fund as herein specified, the Refunded Bonds shall be payable solely from and secured by the cash on deposit in the Escrow Fund and shall cease to be payable from ad valorem taxes. (c) The Refunded Bonds are hereby called for redemption and shall be redeemed prior to their stated maturities on the dates, at a redemption price equal to the principal amount thereof plus interest accrued thereon to the redemption date, as set forth in the Pricing Certificate. (d) The Secretary of the Board is hereby authorized to cause notice of redemption to be given to the paying agent/registrar for the Refunded Bonds by delivery thereto of a certified copy of this Resolution and the executed Pricing Certificate. The paying agent/registrar for the Refunded Bonds is hereby authorized and directed to give notice of redemption with respect to the Refunded Bonds as required under the resolution pursuant to which such Refunded Bonds were issued. 35. Attorney General Examination Fee. The District recognizes that under Section 1202.004, Texas Government Code, as amended, the Attorney General of Texas requires a nonrefundable examination fee be paid at the time of submission of the transcript of proceedings authorizing the Bonds and that, based upon the principal amount of the Bonds, such fee is $[4,435]. The appropriate District official is hereby directed to make such payment, or reimburse Bond Counsel for making such on behalf of the District, and such amount is hereby appropriated for such purpose whether or not the Bonds are delivered. The District is also authorized to reimburse the fund used for such payment with proceeds of the Bonds 36. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon, or on this Resolution, against any official or employee of the District or any person executing any Bonds. 37. District's Successors and Assigns. Whenever in this Resolution the District is named and referred to it shall be deemed to include its successors and assigns, and all covenants and agreements in this Resolution by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of its successors and assigns whether or not so expressed. -28- 38. Severability Clause. If any word, phrase, clause, sentence, paragraph, section or other part of this Resolution, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Resolution and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Resolution to any other persons or circumstances shall not be affected thereby. -29- PASSED AND APPROVED this 1 lth day of August, 2009. ATTEST: Secretary, Board of Directors Fern Bluff Municipal Utility District (SEAL) President, Board of Directors Fern Bluff Municipal Utility District -30- Series SCHEDULE I SCHEDULE OF REFUNDED BONDS CANDIDATES Principal Amount Maturities 1997 $110,000.00 05/01/2011 120,000.00 05/01/2012 125,000.00 05/01/2013 130,000.00 05/01/2014 140,000.00 05/01/2015 $625,000.00 1998 $175,000.00 05/01/2012 190,000.00 05/01/2013 200,000.00 05/01/2014 205,000.00 05/01/2015 205,000.00 05/01/2016 245,000.00 05/01/2017 255,000.00 05/01/2018 $1,475,000.00 2000 $185,000.00 05/01/2011 195,000.00 05/01/2012 205,000.00 05/01/2013 215,000.00 05/01/2014 225,000.00 05/01/2015 240,000.00 05/01/2016 250,000.00 05/01/2017 260,000.00 05/01/2018 275,000.00 05/01/2019 285,000.00 05/01/2020 $2,335,000.00 SCHEDULE 1- 1 EXHIBIT A DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION The following information is referred to in this Resolution. Annual Financial Statements and Operating Data The financial information and operating data with respect to the District to be provided annually in accordance with such Article are as specified (and included in the Appendix or other headings of the Official Statement referred to) below: 1. The audited financial statements of the District for the most recently concluded fiscal year. 2. Statistical and financial data set forth in the Official Statement under the headings "PLAN OF FINANCING -Outstanding Bonds and Debt Service Requirements," "THE DISTRICT," "THE SYSTEM," "FINANCIAL INFORMATION CONCERNING THE DISTRICT," "TAX DATA," "INVESTMENT CONSIDERATIONS -Future Debt," and in "APPENDIX A." Accounting Principles The accounting principles referred to in such Article are the accounting principles described in the notes to the financial statements referred to in Paragraph 1 above. EXHIBIT A - 1 Austin_l 571908v4 45898-10 DATE: August 19, 2009 SUBJECT: City Council Meeting — August 27, 2009 ITEM: 9G2. Consider a resolution approving the issuance by Fern Bluff Municipal Utility District of approximately $4,435,000.00 in Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 2009. Department: Staff Person: Justification: Finance Cheryl Delaney, Finance Director The creation and operations agreement for Fern Bluff MUD requires tha the City of Round Rock review and approve bond issuances proposed by Fern Bluff MUD because the MUD is in the extraterritorial jurisdiction of Round Rock. Funding: Cost: N/A Source of funds: N/A Outside Resources: Background Information: Proceeds of the bonds will be used to refund a portion of the District's Bonds. The bonds will be repaid by Fern Bluff MUD. The City of Round Rock is in no way responsible for the debts of the MUD. Public Comment: N/A