R-10-11-23-11C2 - 11/23/2010RESOLUTION NO. R -10-11-23-11C2
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 by the City of Round Rock pursuant to
the Agreement is the review and approval of bond issues proposed by Fern Bluff Municipal
Utility District, and
WHEREAS, Fern Bluff Municipal Utility District is proposing the issuance of
approximately $2,730,000 in "Waterworks and Sewer System Combination Unlimited Tax and
Revenue Refunding Bonds Series 2010" (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 $2,730,000 in
"Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds
Series 2010" 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 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 23rd day of November, 2010.
Alan McGraw, Mayor
City of Round Rock, Texas
ATTEST:
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Sara L. White, City Secretary
O:\wdox\SCCInts\0112\ 1005\MUNICIPAL\00207867.DOC
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
I, the undersigned officer of the Board of Directors of Fern Bluff Municipal Utility District
hereby certify as follows:
1. The Board of Directors of Fern Bluff Municipal Utility District convened in a regular
meeting on , 2010 at the regular meeting place outside the boundaries of the District, and the
roll was called of the duly constituted officers and members of the Board, to -wit:
Patrick Savarese President
Joseph Teiber Vice President
Dave Quillman Secretary
Farrell Walker Treasurer
Jessica Stempko Assistant Secretary/Treasurer
and all of said persons were present at the meeting, thus constituting a quorum. Whereupon,
among other business, the following was transacted at the meeting: a written
RESOLUTION AUTHORIZING THE ISSUANCE OF FERN BLUFF MUNICIPAL UTILITY
DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX
AND REVENUE REFUNDING BONDS, SERIES 2010; AUTHORIZING EXECUTION AND
DELIVERY OF A PAYING AGENT /REGISTRAR AGREEMENT, ESCROW DEPOSIT
LETTER AND BOND PURCHASE AGREEMENT; ESTABLISHING PROCEDURES FOR
SELLING AND DELIVERING THE BONDS; AND CONTAINING OTHER PROVISIONS
RELATING TO THE ISSUANCE OF THE BONDS
was introduced for the consideration of the Board. It was then duly moved and seconded that the
Resolution be adopted; and, after due discussion, the motion, carrying with it the adoption of the
Resolution, prevailed and carried by the following vote:
Ayes:
Nays:
Abstentions:
(2) That a true, full and correct copy of the aforesaid Resolution was adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate; that the
Resolution has been duly recorded in the Board's minutes of the meeting; that the persons named in the
above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the
Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, that
the Resolution would be introduced and considered for adoption at the meeting, and each of the officers
and members consented, in advance, to the holding of the meeting for such purpose; that the meeting was
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open to the public as required by law; and that public notice of the time, place and subject of the meeting
was given as required by Chapter 551, Texas Government Code, and Section 49.063, Texas Water Code.
SIGNED AND SEALED on this day of 2010.
(SEAL)
Secretary, Board of Directors
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RESOLUTION
FERN BLUFF MUNICIPAL UTILITY DISTRICT
WATERWORKS AND SEWER SYSTEM COMBINATION
UNLIMITED TAX AND REVENUE REFUNDING BONDS SERIES 2010
Adopted:
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TABLE OF CONTENTS
1. Definitions. 6
2. Authorization. 10
3. Designation, Date, Denomination, Delegation to Pricing Officer. 10
4. Redemption. 12
5. Execution and Delivery of Bonds. 12
6. Approval by Attorney General; Registration by Comptroller. 12
7. Authentication 13
8. Payment of Debt Service. 13
9. Paying Agent/Registrar. 14
10. Ownership. 15
11. Book -Entry Only System. 15
12. Successor Securities Depository; Transfer Outside Book -Entry Only System. 16
13. Payments to Cede & Co. 17
14. Registration, Transfer, and Exchange. 17
15. Mutilated, Lost or Stolen Bonds. 18
16. Disposition of Canceled Bonds 19
17. Bond Forms 19
18. Legal Opinion; CUSIP; Bond Insurance 30
19. Debt Service Fund 30
20. Security of Bonds; Pledge of Ad Valorem Tax and Net Revenues 31
21. Tax Levy. 31
22. Additional Bonds. 31
23. Dissolution; Annexation and Consolidation of District 31
24. Parameters for Sale of Bonds, Approval of Bond Purchase Agreement; Official Statement.
32
25. Application of Proceeds 33
26. Investments. 33
27. Remedies in Event of Default. 34
28. Tax Exemption 34
29. Qualified Tax -Exempt Obligations 37
30. Discharge. 38
31. Continuing Disclosure of Financial Information. 38
32. Related Matters. 40
33. Approval of Escrow Agreement; Redemption of Refunded Bonds. 40
34. Attorney General Examinations Fee. 40
35. No Personal Liability. 41
36. District's Successors and Assigns 41
37. Severability Clause. 41
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RESOLUTION AUTHORIZING THE ISSUANCE OF FERN BLUFF MUNICIPAL UTILITY
DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX
AND REVENUE REFUNDING BONDS, SERIES 2010; AUTHORIZING EXECUTION AND
DELIVERY OF A PAYING AGENT /REGISTRAR AGREEMENT, ESCROW DEPOSIT
LETTER AND 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 "Refunding 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 4.00% 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
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refunding bonds exceeding the maximum annual debt service requirements in and 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 received a copy of this Resolution and the
Preliminary Official Statement (defined herein), and the City is expected to approve the issuance
of the Bonds herein authorized on , 2010; 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; 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:
"Accreted Value" means the original principal amount of a Premium Capital
Appreciation Bond plus the initial premium, if any, paid therefor, with interest thereon
compound semiannually to May 1 or November 1, as the case may be, next preceding the date of
such calculation (or, the date of calculation, if such calculation is made on May 1 or November
1), at a compounding rate which produces the approximate Yield to Maturity with respect to such
maturity. For any day other than a May 1 or November 1, the Accreted Value of a Premium
Capital Appreciation Bond shall be determined by a straight-line interpolation between the
values for the applicable semiannual compounding dates, based on 30 -day months. A Schedule
of Accreted Values, attached to the Pricing Certificate, shall set forth the Accreted Values of the
Capital Appreciation Bonds (per $5,000 of the Maturity Amount), as of each May 1 and
November 1.
"Act" means, collectively, Chapter 49 and Chapter 54, Texas Water Code, as amended.
"Authorized Denominations" mean the denomination of $5,000 principal amount or any
integral multiple thereof with respect to Current Interest Bonds and the denomination of $5,000
Maturity Amount or any integral multiple thereof with respect to the Premium Capital
Appreciation Bonds.
"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.
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"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" shall mean the Internal Revenue Code of 1986, as amended by any amendments
thereto enacted prior to the Closing Date.
"Current Interest Bonds" means those Bonds which bear interest from the Dated Date and
pay interest semiannually on a current basis.
"Dated Date" means that date of the Bonds specified in Section 3.
"Debt Service" means, collectively, the principal of and interest on Current Interest
Bonds and the Maturity Amount or Accreted Value, as applicable, with respect to Premium
Capital Appreciation Bonds, due and payable on the Bonds.
"Debt Service Fund" means the fund created or affirmed by Section 19 of 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 or Paying Agent/Registrar, the office of such designated and located as may be
agreed upon by the District and such successor.
"District" shall mean Fern Bluff Municipal Utility District
"DTC" means The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" shall mean 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.
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"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 Agent" means 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 Bonds" mean the Initial Bonds authorized by Section 5.
"Interest Payment Date" with respect to Current Interest Bonds, 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 to redemption thereof.
"Maintenance and Operating Expenses" means 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.
"Maturity Amount" means the amount payable on the respective Maturity Dates of the
Premium Capital Appreciation Bonds, which amount represents the original principal amount of
the Premium Capital Appreciation Bonds, plus the initial premium, if any, paid therefor, and
interest accreted and compounded as set forth in Section 3(e).
"MSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" means 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" shall mean The Bank of New York Mellon Trust Company,
N.A., until a successor Paying Agent/Registrar shall have been appointed pursuant to the
applicable provisions of this Resolution, and thereafter "Paying Agent/Registrar" shall mean
such successor Paying Agent/Registrar.
"Premium Capital Appreciation Bonds" means the Bonds with respect to which interest is
compounded semiannually and is payable only at maturity, as provided in Section 3(e).
"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.
"Pricing Officer" means the President of the Board of Directors of the District, or in the
President's absences, the Assistant Secretary/Treasurer of the Board of Directors, acting as the
designated pricing officer of the District to execute the Pricing Certificate.
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"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, (viii) Waterworks and Sewer System Combination Unlimited Tax
and Revenue Refunding Bonds, Series 2004; and (ix) Waterworks and Sewer System
Combination Unlimited Tax and Revenue Refunding Bonds, Series 2009.
"Record Date" for the interest payable on any Interest Payment Date shall mean the
fifteenth calendar day of the month next preceding such Interest Payment Date.
"Refunded Bonds" means those Refunded Bonds Candidates designated by the Pricing
Officer in the Pricing Certificate.
hereto.
"Refunded Bonds Candidates" means the outstanding bonds identified on Schedule I
"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.
"Resolution" shall mean this resolution authorizing the issuance of the Bonds.
"Rule" means SEC Rule 15c2-12 as amended from time to time.
"System" shall mean the water, wastewater, and storm sewer system 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 Southwest Securities.
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2. Authorization.
The Bonds shall be issued in fully registered form, without coupons, in the total
authorized aggregate principal amount of not to exceed $2,730,000 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 2010," 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, which maybe in the form of Current Interest Bonds or Premium Capitol
Appreciation Bonds, numbered consecutively from one (1) upward, and, in the case of Premium
Capital Appreciation Bonds, from CAB -1 upward, except the Initial Bonds delivered to the
Attorney General of the State of Texas which shall be numbered T-1 and TCAB-1, respectively,
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 amount, 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 Current Interest Bonds and Premium Capital Appreciation
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:
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(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, or yield in the case of
Premium Capital Appreciation Bonds, greater than 7% per annum;
(iii) the refunding must produce a net present value debt service savings of at
least 4.00% 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 4.00% 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 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, 2010 unless otherwise extended by separate action of the Board of Directors of the
District.
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(e) The Current Interest 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.
(f) The Premium Capital Appreciation Bonds shall bear interest from the Closing
Date, payable only at stated maturity, on the original principal amount plus the initial premium
thereof, if any, at an interest rate calculated on the basis of a 360 -day year composed of twelve
30 -day months (subject to rounding to the Accreted Values thereof), compounded semiannually
on each May 1 and November 1, commencing on the date specified in the Pricing Certificate,
which produces the respective approximate Yields to Maturity set forth in the Pricing Certificate.
The Premium Capital Appreciation Bonds shall mature on the dates in the respective Maturity
Amounts set forth in the Pricing Certificate.
4. Redemption.
The Bonds shall be subject to optional redemption and sinking funk redemption as set
forth in the Pricing Certificate.
5. Execution and Delivery of Bonds.
(a) The Bonds, including the Initial Bonds, 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, two initial bonds (the "Initial Bonds"), being (i) a single
Initial Current Interest Bond representing the entire principal amount of the Current Interest
Bonds, payable in stated installments to the Underwriter or its designee, and (ii) a single Initial
Premium Capital Appreciation Bond representing the aggregate Maturity Amount of the
Premium Capital Appreciation Bonds, payable in stated installments to the Underwriter, or its
designee, each such Initial Bond 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 Bonds, the
Paying Agent/Registrar shall cancel the Initial Bonds and deliver registered definitive Bonds to
the DTC in accordance with Section 11.
6. Approval by Attorney General; Registration by Comptroller.
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The Bonds 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 Bonds 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 Bonds
delivered at 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 Bonds have been duly approved by the Attorney General of the State of
Texas, that they are valid and binding obligation of the District and that it 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.
(b) Interest on each Current Interest 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 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; however, that such person shall bear all risk and expense of such other customary
banking arrangements.
(c) The principal of each Current Interest Bond and the Maturity Amount of each
Premium Capital Appreciation 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 payments 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 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
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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 escrow 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 of the Texas Property Code, payments
remaining unclaimed by the Owners entitled thereto for three 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 related to the System.
Thereafter, neither the District, the Paying Agent/Registrar nor any other person shall be liable or
responsible to any Owners of such Bonds for any further payment of such unclaimed moneys or
on account of any such Bonds, subject to Title 6 of the Texas Property Code.
9. Paying Agent/Registrar.
(a) The District hereby appoints The Bank of New York Mellon Trust Company,
N.A., 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
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 federal or state
government authority, and (iv) a single entity.
14
(e) At all times while and 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 the Unites 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 other
pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar.
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.
15
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the District and the Paying Agent/Registrar shall have no responsibility or obligation to any
securities 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 (the "DTC Participant") or to any
person on behalf of whom such a DTC Participant holds an interest in the Bonds. 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 person, other than an Owner, as shown in the Register of
any amount with respect to principal or interest on the Bonds. Notwithstanding any other
provision of this Resolution to the contrary, but to the extent permitted by law, 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 principal and interest, with respect to such Bond, for the purposes of registering transfers with
respect to such Bond, and for all other purposes of registering transfers with respect to such
Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
and interest on the Bonds 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 payment of principal and interest on the Bonds 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 principal and
interest 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 at the close of business on 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 form to DTC
as securities depository for said obligations, is hereby ratified and approved for the Bonds.
12. Successor Securities Depository; Transfer Outside Book -Entry Only System.
In the event that the District in its sole discretion determines to discontinue the book -
entry system through DTC or successor or DTC determines to discontinue providing its services
with respect to the Bonds, the District shall either (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 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 of the availability through DTC of Bonds and transfer one or
more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such
event, the Bonds shall no 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
16
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, with 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.
(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 efficient 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.
17
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. In the event that 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 Paying Agent/Registrar satisfactory evidence of his or her
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 to save it and the District 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 is authorized to be imposed; and
(iv) meet any other reasonable requirements imposed by 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
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) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the District and shall be entitled to the benefits
18
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.
19
(a) Form of Current Interest 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 2010
CURRENT INTEREST BOND
INTEREST RATE MATURITY DATE DATED DATE CUSIP
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 on the Maturity Date specified 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
May 1, 2011 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.
20
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. The Bonds are issued in part (i) as "Current Interest Bonds," which total
$ original principal amount and pay accrued interest at stated intervals to the
registered owners thereof, and (ii) as "Premium Capital Appreciation Bonds," which total
$ original principal amount and pay interest accrued thereon only at the stated
maturity thereof. This Bond is a Current Interest Bond Payable as to principal and interest as
provided herein.
[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
Current Interest 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 a 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.] 1
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
1 To be included if term bonds.
21
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.
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
22
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.
[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
Current Interest Bonds if such certificate on the Initial Current Interest 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 him as required
by law, that he 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
23
[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.
AUTHENTICATION CERTIFICATE
The records of the Paying Agent/Registrar show that the Initial Current Interest 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 herby 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 Assignment 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/Registrar.
(e) Form of Initial Current Interest Bond.
24
The form of the Initial Current Interest Bond shall be in the form set forth above
for the form of the definitive Current Interest Bond, except for the following:
(i) immediately under the name of the Bond, the headings "INTEREST RATE" and
MATURITY DATE" shall be both completed with the words "As Shown Below"
and the word "CUSIP" deleted;
(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
(f)
Principal Interest
Installments Rates
[Information to be inserted from the Pricing Certificate]
Form of Premium Capital Appreciation Bond.
25
UNITED STATES OF AMERICA
STATE OF TEXAS
REGISTERED MATURITY
NUMBER AMOUNT
CAB No. $
STATE OF TEXAS
COUNTY OF WILLIAMSON
FERN BLUFF MUNICPAL UTILITY DISTRICT
WATERWORKS AND SEWER SYSTEM
COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BOND
SERIES 2010
PREMIUM CAPITAL APPRECIATION BOND
ORIGINAL
YIELD TO PRINCIPAL
MATURITY AMOUNT MATURITY DATE CLOSING DATE CUSIP
$ , 2010
FERN BLUFF MUNICIPAL UTILITY DISTRICT (the "District") promises to pay to
or registered assigns, on the Maturity Date specified above, the Maturity Amount of this Bond,
being 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").
THE MATURITY AMOUNT represents the total of the original principal amount hereof,
plus the initial premium paid hereon, together with interest thereon to the Maturity Date. Interest
accretes from the Closing Date specified above, and will compound semiannually until maturity
on May 1 and November 1 in each year, commencing . A table of the "Accreted
Values" per $5,000 Maturity Amount is printed on or attached to this Bond. The term "Accreted
Value" as used herein, means the original principal amount of this Bond plus the initial premium,
if any, paid therefor with interest thereon accreted and compounded semiannually to the May 1
or November 1 next preceding the date of such calculation (or, the date of calculation, if such
calculation is made on May 1 or November 1) at a rate which produces the approximate yield to
maturity set forth in the Table of Accreted Values printed on this Bond. For any date other than
26
May 1 or November 1, the Accreted Value of this Bond shall be determined by a straight-line
interpolation between the values for the applicable semiannual compounding dates, based on 30 -
day months.
THIS BOND is one of a series of fully registered bonds specified in the title hereof
issued, dated , 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 costs of issuing the Bonds. The Bonds are issued in part (i) as "Current Interest Bonds,"
which total $ original principal amount and pay accrued interest at stated
intervals to the registered owners thereof, and (ii) as "Premium Capital Appreciation Bonds,"
which total $ original principal amount and pay interest accrued thereon only at
the stated maturity thereof. This Bond is a Premium Capital Appreciation Bond payable as to
principal and interest as provided herein.
THIS BOND IS NOT SUBJECT to redemption prior to stated maturity.
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 Maturity Amounts of $5,000 or any integral multiple
thereof, subject to the terms and conditions of the Resolution.
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 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
27
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.
[SEAL]
FERN BLUFF MUNICIPAL
UTILITY DISTRICT
President, Board of Directors
Secretary, Board of Directors
(g) Form of Registration Certificate of Comptroller of Public Accounts.
The following Comptroller's Registration Certificate may be deleted from the definitive
Premium Capital Appreciation Bonds if such certificate on the Initial Premium Capital
Appreciation 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 him as required
by law, that he 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.
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WITNESS MY SIGNATURE AND SEAL this
[SEAL]
(h)
Comptroller of Public Accounts of
the State of Texas
Form of Paying Agent/Registrar's Authentication Certificate.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial
Premium Capital Appreciation Bond if the Comptroller's Registration Certificate appears
thereon.
AUTHENTICATION CERTIFICATE
The records of the Paying Agent/Registrar show that the Initial Premium Capital
Appreciation 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:
(i) 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 herby 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.
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Date:
Signature Guaranteed By:
Authorized Signatory
NOTICE: The signature on this Assignment 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/Registrar.
(j) The Accreted Values of Premium Capital Appreciation Bonds shall be printed on
or attached to each Premium Capital Appreciation Bond.
(k) The Initial Premium Capital Appreciation Bond shall be in the form set forth in
paragraphs (f), (g) and (i) of this Section, except for the following alterations:
(i) immediately under the name of the Premium Capital Appreciation Bond,
The headings "YIELD TO MATURITY," "ORIGINAL PRINCIPAL AMOUNT" and
"MATURITY DATE," shall be completed with the words "As Shown Below" and the
heading "CUSIP NUMBER" shall be deleted;
(ii) in the first paragraph of the Premium Capital Appreciation Bond, the
words "on the Maturity Date specified above, the Maturity Amount of this Bond, being
the sum of Dollars" shall be deleted and the following shall be inserted: "on the
Maturity Dates, in the Original Principal Amounts, Maturity Amounts and Yields to
Maturity in accordance with the following schedule:
[Information to be inserted from the Pricing Certificate]
18. Legal Opinion; CUSIP; Bond Insurance.
The approving opinion of Freeman & Corbett 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 2010 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.
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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
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. 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
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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")
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.
24. 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
(the "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 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,
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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 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 Contract.
(d) The obligations 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 final, approving opinion of Freeman & Corbett, 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 Assistant
Secretary/Treasurer 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 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 Account, delivery of the Bonds shall be
made to the Representative under and subject to the general supervision and direction of the
President of the Board or, in his/her absence, the Treasurer of the Board, against receipt by the
District of all amounts due to the District under the terms of the sale.
25. Application of Proceeds.
(a) On the Closing Date, proceeds from the sale of the Bonds will be disbursed as
provided in this Section 25.
(b) Moneys received representing accrued interest on the Current Interest Bonds shall
be deposited to the Debt Service Fund.
(c) After making provision for the payment of costs 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.
26. Investments.
Moneys in the Debt Service shall be invested or reinvested in legally authorized
investments.
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27. 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.
28. Tax Exemption.
The District intends that the interest on the Bonds shall be excludable from gross income
of the owners thereof 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 all applicable
temporary, proposed and final regulations (the "Regulations") and procedures promulgated
thereunder and applicable to the Bonds. For this purpose, the District covenants that it will
monitor and control the receipt, investment, expenditure and use of all gross proceeds of the
Bonds (including all property, the acquisition, construction or improvement of which is to be
financed directly or indirectly with the proceeds of the Bonds) and take or omit to take such
other and further actions as may be required by Sections 103 and 141 through 150 of the Code
and the Regulations to cause the interest on the Bonds to be and remain excludable from the
gross income, as defined in Section 61 of the Code, of the owners of the Bonds for federal
income tax purposes. Without limiting the generality of the foregoing, the District shall comply
with each of the following covenants:
(a) The District shall not use, permit the use of or omit to use Gross Proceeds
or any other amounts (or any property the acquisition, construction or improvement of
which is to be financed directly or indirectly with Gross Proceeds) in a manner which, if
made or omitted, respectively, would cause the interest on any Bond to become
includable in the gross income, as defined in Section 61 of the Code, of the owner thereof
for federal income tax purposes. Without limiting the generality of the foregoing, unless
and until the District shall have received a written opinion of counsel nationally
recognized in the field of municipal bond law to the effect that failure to comply with
such covenant will not adversely affect the exemption from federal income tax of the
interest on any Bond, the District shall comply with each of the specific covenants in this
Section.
(b) Except as permitted by Section 141 of the Code and the regulations and
rulings thereunder, the District shall, at all times prior to the last stated maturity of the
Bonds, exclusively own, operate, and possess all property the acquisition, construction, or
improvement of which is to be financed directly or indirectly with Gross Proceeds of
such series of the Bonds (including property financed with Gross Proceeds of the
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Refunded Obligations or any notes or bonds refunded by the Refunded Obligations) and
not use or permit the use of such Gross Proceeds or any property acquired, constructed,
or improved with such Gross Proceeds in any activity carried on by any person or entity
other than a state or local government, unless such use is solely as a member of the
general public, or not directly or indirectly impose or accept any charge or other payment
for use of Gross Proceeds of such series of the Bonds or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with such
Gross Proceeds (including property financed with Gross Proceeds of the Refunded
Obligations or notes or bonds refunded by the Refunded Obligations other than taxes of
general application and interest earned on investments acquired with such Gross Proceeds
pending application for their intended purposes.
(c) Except to the extent permitted by Section 141 of the Code and the
regulations and rulings thereunder, the District shall not use Gross Proceeds of the Bonds
to make or finance loans to any person or entity other than a state or local government.
For purposes of the foregoing covenant, Gross Proceeds are considered to be "loaned" to
a person or entity if (1) property acquired, constructed or improved with Gross Proceeds
(including property financed with Gross Proceeds of the Refunded Obligations or notes
or bonds refunded by the Refunded Obligations is sold or leased to such person or entity
in a transaction which creates a debt for federal income tax purposes, (2) capacity in or
service from such property is committed to such person or entity under a take -or -pay,
output, or similar contract or arrangement, or (3) indirect benefits, or burdens and
benefits of ownership, of such Gross Proceeds or such property are otherwise transferred
in a transaction which is the economic equivalent of a loan.
(d) Except to the extent permitted by Section 148 of the Code and the
regulations and rulings thereunder, the District shall not, at any time prior to the earlier of
the final stated maturity or final payment of the Refunded Obligations, directly or
indirectly invest Gross Proceeds of such Bonds in any Investment (or use such Gross
Proceeds to replace money so invested), if as a result of such investment the Yield of all
Investments allocated to such Gross Proceeds whether then held or previously disposed
of, exceeds the Yield on the Refunded Obligations.
(e) Based on all of the facts and estimates now known or reasonably expected
to be in existence on the date the Bonds are delivered, the District reasonably expects that
the proceeds of the Bonds and the Refunded Obligations (to the extent any of such
proceeds remain unexpended) will not be used in a manner that would cause the Bonds or
the Refunded Obligations or any portion thereof to be "arbitrage bonds" within the
meaning of Section 148 of the Code.
(f) At all times while the Bonds are outstanding, the District will identify and
properly account for all amounts constituting gross proceeds of the Bonds in accordance
with the Regulations. The District will monitor the yield on the investments of the
proceeds of the Bonds and, to the extent required by the Code and the Regulations, will
restrict the yield on such investments to a yield which is not materially higher than the
yield on the Bonds. To the extent necessary to prevent the Bonds from constituting
"arbitrage bonds," the District will make such payments as are necessary to cause the
35
yield on all yield-restricted non-purpose investments allocable to the Bonds to be less
than the yield that is materially higher than the yield on the Bonds;
(g) The District will not take any action or knowingly omit to take any action,
if taken or omitted, would cause the Bonds to be treated as "federally guaranteed"
obligations for purposes of Section 149(b) of the Code;
(h) The District represents that not more than fifty percent (50%) of the
proceeds of any new money portion of the Bonds or any new money issue refunded by,
the Refunded Bonds was invested in non-purpose investments (as defined in Section
148(f)(b)(A) of the Code) having a substantially guaranteed yield for four years or more
within the meaning of Section 149(g)(3)(A)(ii) of the Code, and the District reasonably
expected at the time each issue of the Refunded Bonds was issued that at least eighty-five
percent (85%) of the spendable proceeds of the Bonds or the Refunded Bonds would be
used to carry out the governmental purpose of such Bonds within the corresponding
three-year period beginning on the respective dates of the Bonds or the Refunded Bonds.
(i) 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, if any, be rebated to the federal government. Specifically, the District will
(i) maintain records regarding the receipt, investment and expenditure of the gross
proceeds of the Bonds as may be required to calculate such excess arbitrage profits
separately from records of amounts on deposit in the funds and accounts of the District
allocable to other obligations of the District or moneys which do not represent gross
proceeds of any obligations of the District and retain such records for at least six years
after the day on which the last outstanding Bond is discharged, (ii) account for all gross
proceeds under a reasonable, consistently applied method of accounting, not employed as
an artifice or device to avoid, in whole or in part, the requirements of Section 148 of the
Code, including any specified method of accounting required by applicable Regulations
to be used for all or a portion of the gross proceeds, (iii) calculate, at such times as are
required by applicable Regulations, the amount of excess arbitrage profits, if any, earned
from the investment of the gross proceeds of the Bonds and (iv) timely pay, as required
by applicable Regulations, all amounts required to be rebated to the federal government.
In addition, the District will exercise reasonable diligence to assure that no errors are
made in the calculations required by the preceding sentence and, if such an error is made,
to discover and promptly correct such error within a reasonable amount of time
thereafter, including payment to the federal government of any delinquent amounts owed
to it, including interest thereon and penalty.
(j) 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 smaller profit or a larger
loss than would have resulted if such arrangement had been at arm's length and had the
yield on the issue not been relevant to either party
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(k) The District will timely file or cause to be filed with the Secretary of the
Treasury of the United States the information required by Section 149(e) of the Code
with respect to the Bonds on such form and in such place as the Secretary may prescribe.
(1) The District will not issue or use the Bonds as part of an "abusive
arbitrage device" (as defined in Section 1.148-10(a) of the Regulations). Without limiting
the foregoing, the Bonds are not and will not be a part of a transaction or series of
transactions that attempts to circumvent the provisions of Section 148 of the Code and the
Regulations, by (i) enabling the District to exploit the difference between tax-exempt and
taxable interest rates to gain a material financial advantage, or (ii) increasing the burden
on the market for tax-exempt obligations.
(m) Proper officers of the District charged with the responsibility for issuing
the Bonds are hereby directed to make, execute and deliver certifications as to facts,
estimates or circumstances in existence as of the Issue Date and stating whether there are
facts, estimates or circumstances that would materially change the District's expectations.
On or after the Issue Date, the District will take such actions as are necessary and
appropriate to assure the continuous accuracy of the representations contained in such
certificates.
(n) The covenants and representations made or required by this Section are for
the benefit of the Bond holders and any subsequent Bond holder, and may be relied upon
by the Bond holder and any subsequent Bond holder and bond counsel to the District.
In complying with the foregoing covenants, the District may rely upon an unqualified
opinion issued to the District by nationally recognized bond counsel that any action by the
District or reliance upon any interpretation of the Code or Regulations contained in such opinion
will not cause interest on the Bonds to be includable in gross income for federal income tax
purposes under existing law.
Notwithstanding any other provision of this Resolution, the District's representations and
obligations under the covenants and provisions of this Section 28 shall survive the defeasance
and discharge of the Bonds for as long as such matters are relevant to the exclusion of interest on
the Bonds from the gross income of the owners for federal income tax purposes.
29. Qualified Tax -Exempt Obligations.
The District hereby designates the Bonds as "qualified tax-exempt obligations" as
defined in Section 265(b)(3) of the Code. With respect to such designation, the District
represents the following: (a) that during the calendar year 2010, the District (including all
entities which issue obligations on behalf of the District) has not designated nor will designate
obligations, which when aggregated with the Bonds, will result in more than $30,000,000 of
"qualified tax-exempt obligations" being issued and (b) that the District has examined its
financing needs for the calendar year 2010 and reasonably anticipates that the amount of bonds,
leases, loans or other obligations, together with the Bonds and any other tax-exempt obligations
heretofore issued by the District (plus those of all entities which issue obligations on behalf of
the District) during the calendar year 2010, when the higher of the face amount or the issue price
37
of each such tax-exempt obligation issued for the calendar year 2010 by the District is taken into
account, will not exceed $30,000,000.
30. Discharge.
The District hereby reserves the right to discharge, defeasance, or refund the Bonds in
any manner now or hereafter permitted by law.
31. Continuing Disclosure of Financial Information.
(a) Annual Reports
(i) The District shall provide annually to the MSRB, within six months after the end
of each fiscal year ending in or after 2010, financial information and operating data with respect
to the District, of the general type included in Appendix A hereto. Any financial statements so to
be provided shall be (i) prepared in accordance with generally accepted auditing standards or
such other accounting principles as the District may be required to employ from time to time
pursuant to State law or regulation and (ii) audited, if 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, then the District shall 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 on such statements becomes available.
(ii) 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.
(iii) 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 that is available to the public on the MSRB's internet website or filed
with the SEC.
(b) Material Event Notices.
(i) The District shall notify the MSRB in an electronic format prescribed by 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:
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;
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7. Modifications to rights of the Bondholders;
8. Bond calls;
9. Defeasances;
10 Release, substitution, or sale of property securing repayment of the Bonds;
and
11. Rating changes affecting the Bonds.
(ii) The District shall notify the MSRB in an electronic format prescribed by the
MSRB, in a timely manner, of any failure by the District to provide financial information or
operating data in accordance with this Section 30 of this Resolution by the time required by this
Section.
(c) Limitations, Disclaimers and Amendments.
(i) 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 with Texas law that causes the Bonds no
longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the Owners 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.
(iii) UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE TO AN
OWNER 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. 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.
(iv) No default by the District in observing or performing its obligations under this
Section shall comprise a breach of or default under the Resolution for purposes of any other
provision 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.
(v) Notwithstanding any other provision within this Resolution, the provisions of this
Section may be amended by the District from time to time to adapt to changed circumstances that
39
arise from a change in legal requirements, a change in law, or a change in the identity, nature, or
status or type of operations of the District, if (1) the agreement, as so amended, would have
permitted an underwriter to purchase or sell Bonds in the original primary offering in compliance
with the Rule, taking into account such amendment as well as such changed circumstances, and
(2) a person unaffiliated with the District (such as nationally recognized bond counsel)
determines that the amendment will not materially impair the interests of the Owners. If any
such amendment is made, the District will include in its next annual update an explanation in
narrative form of the reasons for the change and its impact on the type of operating data or
financial information being provided.
32. 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
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.
33. 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 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 accrued interest 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 issue.
34. Attorney General Examinations 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 will be one tenth of one percent of the principal
40
amount of the Bonds. 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.
35. 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.
36. 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.
37. Severability Clause.
If any word, phrase, 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.
41
PASSED AND APPROVED this day of November 2010.
ATTEST:
Secretary, Board of Directors
Fern Bluff Municipal Utility District
[SEAL]
42
President, Board of Directors
Fern Bluff Municipal Utility District
SCHEDULE I
SCHEDULE OF REFUNDING BONDS CANDIDATES
FERN BLUFF MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER
SYSTEM COMBINATION UNLIMITED TAX AND REVENUE BONDS, SERIES 1998
Principal Amount Maturities
$825,000 05/01/2019
$870,000 05/01/2020
$1,695,000
FERN BLUFF MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER
SYSTEM COMBINATION UNLIMITED TAX AND REVENUE BONDS, SERIES 2001
Principal Amount Maturities
$115,000 05/01/2012
$115,000 05/01/2013
$115,000 05/01/2014
$115,000 05/01/2015
$115,000 05/01/2016
$115,000 05/01/2017
$115,000 05/01/2018
$115,000 05/01/2019
$115,000 05/01/2020
$1,035,000
43
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 Section 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 Principals
The accounting principals referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.
44
FirstSouthwest'
A PlainsCapital Company
300 W. 6th Street
Suite 1940
Austin, Texas 78701
512.481.2030 Direct
512.481.2010 Fax
November 8, 2010
Ms. Cheryl Delaney
Finance Director
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Re: Fern Bluff Municipal Utility District
$2,730,000 Waterworks and Sewer System Combination
Unlimited Tax and Revenue Refunding Bonds, Series 2010
Dear Ms. Delaney:
John Barganski
Vice President
john.barganski@firstsw.com
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 Mr. Tony Corbett of Freeman & Corbett.
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 $2,730,000 principal amount of refunding bonds scheduled to mature in the
years 2011 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 "AA+."
• 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 2010 certified taxable value is $426,538,355.
• The District is fully developed with 1,901 lots completed and 1,897 homes completed. The
estimated population in the District 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,
qyz 87.‘
John Barganski
Vice President
cc: Mr. Steve Sheets, City Attorney, City of Round Rock
Ms. Sara White, City Secretary, City of Round Rock
2
PRELIMINARY 0E11( IA1, STATEMENT DA'I'F;D NOVEMBER , 2010
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 Special Tax Counsel, interest on the Bonds is excludable from gross income for federal income tax purposes
under existing law, subject to the matters described under "TAX EXEMPTION" herein, and is not includable in the alternative
minimum taxable income of individuals. See "TAX EXEMPTION" for a discussion of the opinion of Special Tax Counsel,
including the alternative minimum tax on corporations.
The District designated the Bonds as qualified tax-exempt obligations. See "QUALIFIED TAX-EXEMPT OBLIGATIONS."
NEW ISSUE - Book Entry Only Rating: S&P " "
See "MUNICIPAL BOND RATING" herein.
$2,730,000*
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 2010
ry Interest Accrues: Due: May 1, as shown on inside cover
Current Interest Bonds — December 1, 2010
Premium Compound Interest Bonds - Date of Delivery
The Current Interest Bonds and the Premium Compound Interest Bonds (collectively, the "Bonds") will be issued in fully
registered form only. The Current Interest Bonds will be issued in denominations of $5,000 or any integral multiple of $5,000
for any one maturity. Principal of the Current Interest Bonds, together with principal and interest on the Premium Compound
Interest Bonds, will be payable at stated maturity or redemption. Interest on the Current Interest Bonds accrues from December
1, 2010, and is payable on May 1, 2011, and on each November 1 and May 1 thereafter until the earlier of maturity or
redemption. The Current Interest Bonds are subject to redemption prior to maturity as shown on inside cover. The Premium
Compound Interest Bonds will be issued in the denomination of $5,000 maturity amounts, or integral multiples thereof,
including both principal and interest. Interest on the Premium Compound Interest Bonds will accrete from the date of delivery
and will be compounded semiannually on May 1 and November 1 of each year commencing May 1, 2011. Compounded interest
and principal on the Premium Compound Interest Bonds will be paid only at maturity. The Premium Compound Interest Bonds
are not subject to redemption prior to maturity. See "APPENDIX C—Accreted Values of Premium Compound Interest Bonds"
for accreted value thereof on each compounding date through maturity. Interest on the Bonds accrues on the basis of a 360 day
year comprised of twelve 30 day months.
The Bonds will be registered 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 of and interest on the Bonds will be paid by the Paying
Agent directly to DTC, which will, in turn, remit such principal and interest to its participants for subsequent disbursement to the
beneficial owners of the Bonds as described herein. See "BOOK ENTRY ONLY SYSTEM." The initial Paying Agent/Registrar
is The Bank of New York Mellon Trust Company, N.A., in Dallas, Texas.
See Maturities, Principal Amounts, Interest Rates and Initial Reoffering Yields on the inside cowr
The Bonds, when issued, will constitute valid and legally binding obligations of Fern Bluff Municipal Utility District (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 located 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 obligations solely of 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. The Bonds are subject to special investment considerations described herein. See "INVESTMENT
CONSIDERATIONS."
The Bonds are offered by the Underwriter 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 Bonds by the Attorney General of Texas and the approval of
certain legal matters by Freeman & Corbett, Austin, Texas, Bond Counsel, and Andrews Kurth LLP, Austin, Texas, Special Tax
Counsel. See "LEGAL MATTERS." Certain legal matters will be passed on for the Underwriter by . Delivery of
the Bonds in book -entry form through the facilities of DTC is expected on or about December , 2010.
SOUTHWEST SECURITIES
*Preliminary, subject to change.
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND INITIAL REOFFERING YIELDS
$2,670,000* Current Interest Bonds
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)
2011 $25,000 % % 2016 $120,000 % %
2017 120,000
2013 130,000 2018 115,000
2014 125,000 2019 935,000(c)
2015 125,000 2020 975,000(c)
$60,000* Premium Compound Interest Bonds
Original Offering Price Initial Total
Maturity Principal Per $5,000 Reoffering Payment at CUSIP
May 1 Amount* Maturity Amount Yield(a) Maturity Number(b)
2012 $60,000(c) % $
(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 December 1,
2010, 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) Current Interest Bonds maturing on 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. The Premium Compound Interest Bonds are not subject to redemption prior to stated maturity. See "THE BONDS—Redemption
Provisions."
*Preliminary, subject to change.
2
TABLE OF CONTENTS
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND INITIAL REOFFERING YIELDS 2
USE OF INFORMATION IN OFFICIAL STATEMENT 4
OFFICIAL STATEMENT SUMMARY 5
SELECTED FINANCIAL INFORMATION 7
PLAN OF FINANCING 8
DEBT SERVICE REQUIREMENTS 10
THE BONDS 10
BOOK -ENTRY -ONLY SYSTEM 15
THE DISTRICT 16
MANAGEMENT 17
THE SYSTEM 18
FINANCIAL STATEMENT 19
ESTIMATED OVERLAPPING DEBT STATEMENT 20
TAX DATA 21
TAX PROCEDURES 23
WATER AND SEWER OPERATIONS 26
INVESTMENT CONSIDERATIONS 27
INVESTMENT CONSIDERATIONS 27
LEGAL MATTERS 28
TAX EXEMPTION 29
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT AND PREMIUM BONDS 30
QUALIFIED TAX-EXEMPT OBLIGATIONS 31
MUNICIPAL BOND INSURANCE AND MUNICIPAL BOND RATING 32
SALE AND DISTRIBUTION OF THE BONDS 32
PREPARATION OF OFFICIAL STATEMENT 33
CONTINUING DISCLOSURE OF INFORMATION 34
MISCELLANEOUS 36
ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2009 APPENDIX A
ACCRETED VALUES OF PREMIUM COMPOUND INTEREST BONDS APPENDIX B
3
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.
For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document constitutes a
Preliminary Remarketing Memorandum of the District with respect to the Bonds that has been deemed "final" by the
District as of its date except for the omission of no more than the information permitted by Rule 15c2-12.
This document, when further supplemented by adding information specifying the interest rates and certain other
information relating to the Bonds, shall constitute a "final official statement" of the District with respect to the Bonds, as
such term is defined in rule 15c2-12.
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, 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 FirstSouthwest, the District's financial advisor (the "Financial Advisor"), 1021 Main Street,
Suite 2200, Houston, Texas 77002, upon payment of duplication costs.
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 this Official Statement until delivery of the Bonds to the Underwriter and thereafter
only as specified in "PREPARATION OF OFFICIAL STATEMENT --Updating the Official Statement."
4
OFFICIAL STATEMENT SUMMARY
The following information is qualified in its entirety by the detailed information appearing elsewhere in this Official
Statement.
THE FINANCING
The Issuer Fern Bluff Municipal Utility District (the "District"), a political subdivision of the State
of Texas, is located in Williamson County, Texas. See "THE DISTRICT."
The Issue $2,730,000* Waterworks and Sewer System Combination Unlimited Tax and Revenue
Refunding Bonds, Series 2010 (the `Bonds") are issued pursuant to a resolution (the
"Bond Resolution") of the District's Board of Directors. The Current Interest Bonds
will be issued as fully registered serial bonds in the aggregate principal amount of
$2,670,000*. Interest on the Current Interest Bonds accrues from December 1, 2010,
and is payable on May 1, 2011, and on each November 1 and May 1 thereafter until the
earlier of maturity or prior redemption. The Premium Compound Interest Bonds will
be issued as fully registered bonds in the aggregate principal amount of $60,000* in
denominations which result in total amounts due at maturity equal to $5,000 or integral
multiples thereof (including both accreted principal and compounded interest). Interest
on the Premium Compound Interest Bonds accretes from the date of delivery and is
compounded on May 1 and November 1 of each year until maturity, commencing May
1, 2011. See "THE BONDS" and "APPENDIX C --Accreted Values of Premium
Compound Interest Bonds."
The Current Interest Bonds maturing on or after May 1, 2019 are subject to
redemption, in whole or from time to time in part, at the option of the District, prior to
their maturity dates, on May 1, 2018, or any date thereafter. Upon redemption, the
Current Interest Bonds will be payable at a price of par plus accrued interest to the date
of the redemption. The Premium Compound Interest Bonds are not subject to
redemption prior to maturity. See "THE BONDS".
Book -Entry -Only System The definitive Bonds will be initially registered and delivered only to Cede & Co., the
nominee of DTC, pursuant to the Book -Entry -Only System described herein. Beneficial
ownership of the Bonds may be acquired in denominations of $5,000 or integral
multiples thereof. No physical delivery of the Bonds will be made to the beneficial
owners thereof. Principal of and interest on the Bonds will be payable by the Paying
Agent/Registrar to Cede & Co., which 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 "BOOK -ENTRY -ONLY SYSTEM").
Source of Payment The Bonds are payable from a continuing, direct, annual ad valorem tax, without legal
limitation as to rate or amount, levied against all taxable property located 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 obligations of the District and are not
obligations of the State of Texas, Williamson County, the City of Round Rock or any
other political subdivision or agency other than the District. See "THE BONDS --
Source of and Security for Payment."
Use of Proceeds Proceeds from sale of the Bonds, together with other lawfully available funds of the
District on hand, will be used to pay certain costs incurred in connection with the
issuance of the Bonds and to refund $2,730,000* of the Outstanding Bonds in order to
achieve net savings in the District's annual debt service expense. See "PLAN OF
FINANCING."
Payment Record The District has previously issued six series of waterworks and sewer system
combination unlimited tax and revenue bonds and three series of waterworks and sewer
system combination unlimited tax and revenue refunding bonds, of which a total of
$10,405,000 principal amount are outstanding as of October 1, 2010 (the "Outstanding
Bonds"). There has been no default by the District on the Outstanding Bonds.
*Preliminary, subject to change.
5
Quaked Tax -Exempt
Obligations In the Bond Resolution the District designated the Bonds as "qualified tax-exempt
obligations." See "QUALIFIED TAX-EXEMPT OBLIGATIONS."
Municipal Bond Rating
and Insurance
Standard & Poor's Ratings Services ("S&P") has assigned an underlying rating to the
District of " " An explanation of the rating may be obtained from Standard &
Poor's Ratings Services, 55 Water Street, New York, New York 10041. The fee
associated with the rating assigned to the District by S&P will be paid by the District;
however, the fee associated with ratings provided by other agencies will be at the
expense of the Underwriter.
Application has also been made to a municipal bond insurance company for
qualification of the Bonds for municipal bond insurance. The District will consider the
purchase of such insurance after analysis of the insurance premium.
Bond Counsel Freeman & Corbett, Bond Counsel, Austin, Texas.
Financial Advisor FirstSouthwest, Houston, Texas.
Underwriter's Counsel , Austin, Texas.
Special Tax Counsel Andrews Kurth LLP, Austin, Texas.
Paying Agent/Registrar 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 for a discussion of investment risks, including particularly the
section captioned "INVESTMENT CONSIDERATIONS."
THE DISTRICT
Description 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."
Status of Development 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 November 1, 2010, 1,897 homes were completed in
the District, no homes were under construction and 4 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."
Water and Wastewater 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 Cities of Round Rock, Cedar
Park, Leander and Austin. Wastewater treatment for the District is provided by the City
of Round Rock 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."
6
SELECTED FINANCIAL INFORMATION
2010 Assessed Valuation $426,538,355(a)
Gross Debt Outstanding (after the issuance of the Bonds) $10,405,000 *
Estimated Overlapping Debt 25.662,768(b)
Gross Debt and Estimated Overlapping Debt $36,067,768
Ratio of Gross Debt to 2010 Assessed Valuation 2.44% *
Ratio of Gross Debt and Estimated Overlapping Debt to 2010 Assessed Valuation 8.45% *
Funds Available as of September 30, 2010
Debt Service Fund $1,058,324(c)
Operations and Maintenance Fund $2,041,799
Park Fund $284,560
Capital Projects Fund $262,683
2010 Tax Rate:
Debt Service $0.2800
Maintenance and Operations 0.2295
Total $0.5095/$100 A.V.
Projected Average Annual Debt Service Requirements (2011-2020) ("Average Requirement") .... $1,248,327 *
Tax rate required to pay Average Requirement based upon
2010 Assessed Valuation at a 95% collection rate
Status of Development as of November 1, 2010:
Total homes (1,888 occupied) 1,897
Homes under construction 0
Vacant developed lots 4
Estimated 2010 Population 6,608 (d)
$0.31/$100 A.V.
(a) As certified by the Williamson Central Appraisal District (the "Appraisal District"). Includes $424,276,564 of value certified by the Appraisal
District and $2,261,791 of value not yet certified by the Appraisal District. See "TAX PROCEDURES."
(b) See "ESTIMATED OVERLAPPING DEBT STATEMENT" herein.
(c) Neither Texas law nor the Bond Resolution requires that the District maintain any particular balance in such fund.
(d) Based on 3.5 persons per occupied home.
*Preliminary, subject to change.
7
PRELIMINARY OFFICIAL STATEMENT
$2,730,000*
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 2010
This Official Statement provides certain information in connection with the issuance by Fern Bluff Municipal Utility
District (the "District") of its $2,730,000* Waterworks and Sewer System Combination Unlimited Tax and Revenue
Refunding Bonds, Series 2010 (the "Bonds").
The Bonds are issued pursuant to the Texas Constitution, the general laws of the State of Texas, particularly Chapter 1207,
Texas Government 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 the District upon payment of the
costs of duplication therefor.
PLAN OF FINANCING
Purpose
The Bonds are being issued to refund and redeem outstanding portions of the District's original issue of $4,880,000
Waterworks and Sewer System Unlimited Tax and Revenue Bonds, Series 1998 and $2,135,000 Waterworks and Sewer
System Unlimited Tax and Revenue Bonds, Series 2001, in order to achieve a reduction in the District's annual debt service
expense. The bonds to be refunded are collectively referred to as the "Refunded Bonds." See "Refunded Bonds" below.
A total of $7,675,000* in principal amount of the District's Outstanding Bonds, excluding the Bonds, will remain
outstanding after the issuance of the Bonds. See "PLAN OF FINANCING --Outstanding Bonds" and "--Sources and Uses
of Funds" below.
Outstanding Bonds
The District has previously issued six series of waterworks and sewer system unlimited tax and revenue bonds and three
series of waterworks and sewer system unlimited tax and revenue refunding bonds (the "Outstanding Bonds"). The
following table lists the original principal amount, the currently outstanding principal amount, the principal amount of the
Refunded Bonds and the principal amount of Remaining Outstanding Bonds for each such series.
Original Principal Remaining*
Principal Currently Refunded* Outstanding
Series Amount Outstanding Bonds Bonds
1991 $1,500,000 $ 0 $ 0 $ 0
1993 700,000 0 0 0
1996 4,350,000 0 0 0
1997(a) 1,210,000 0 0 0
1998 4,880,000 1,865,000 1,695,000 170,000
2000 3,750,000 0 0 0
2001 2,135,000 1,150,000 1,035,000 115,000
2004(a) 3,390,000 2,980,000 0 2,980,000
2009(a) 4,435,000 4,410,000 0 4.410.000
Total $26,350,000 $10,405,000 $2,730,000 $7,675,000
The Bonds (a) 2,730,000
The Bonds and Remaining Outstanding Bonds $10,405,000
(a) Refunding Bonds.
Preliminary, subject to change.
8
Refunded Bonds
Proceeds of the Bonds, together with other lawfully available funds of the District, will be applied to refund and defease
$2,730,000* in principal amount of the Refunded Bonds and to pay certain costs of issuing the Bonds. The principal
amounts and maturity dates of the Refunded Bonds are set forth below:
Maturity Date Series Series
May 1 1998* 2001*
2012 $ 0 $ 115,000
2013 0 115,000
2014 0 115,000
2015 0 115,000
2016 0 115,000
2017 0 115,000
2018 0 115,000 (b)
2019 825,000 (a) 115,000 (b)
2020 870.000 (a) 115.000 (b)
Redemption Date:
$1,695,000 $1,035,000
December _, 2010 December _, 2010
(a) Consisting of a term bond in the aggregate principal amount of $1,695,000 maturing May 1, 2020 and subject to mandatory sinking fund
redemption.
(b) Consisting of a term bond in the aggregate principal amount of $345,000 maturing May 1, 2020 and subject to mandatory sinking fund redemption.
Sources and Uses of Funds
The proceeds derived from the sale of the Bonds will be applied as follows:
Sources of Funds:
Principal Amount of the Bonds $
Premium on Premium Compound Interest Bonds
Premium on Current Interest Bonds
Transfer from the District's Debt Service Fund
Accrued Interest
Total Sources of Funds
Uses of Funds:
Deposit to Redemption Fund $
Issuance Expenses and Underwriter's Discount (e)
Accrued Interest
Total Uses of Funds $
4) Includes municipal bond insurance premium.
Preliminary, subject to change.
9
DEBT SERVICE REQUIREMENTS
The following table sets forth the actual debt service requirements for the Outstanding Bonds, less the debt service on the
Refunded Bonds, plus the estimated debt service on the Bonds.
Outstanding
Bonds
Calendar Debt Service
Year Requirements
2011 $ 1,278,346
2012 1,273,166
2013 1,267,890
2014 1,260,986
2015 1,262,478
2016 1,251,995
2017 1,252359
2018 1,248,650
2019 1,269,013
2020 1,263,394
Less:
Refunded Bonds
Debt Service
Plus:
Debt Service on the Bonds*
Requirements* Principal
$ 128,985
241,398
236,165
230,818
225,413
220,008
214,603
209,169
1,009,113
1,008,394
$ 25,000
60,000
130,000
125,000
125,000
120,000
120,000
115,000
935,000
975,000
Total $ 12628,277 $ 3,724,063 $ 2,730,000
THE BONDS
General
Interest Total
$ 87,544
165,275
93,975
91,425
88,613
85,250
81,650
78,125
57,700
19,500
$ 112,544
225,275
223,975
216,425
213,613
205,250
201,650
193,125
992,700
994,500
$ 849,056 $ 3,579,056
Debt Service
Requirements*
$ 1,261,905
1,257,044
1,255,700
1,246,594
1,250,678
1,237,238
1,239,406
1,232606
1,252,600
1,249,500
$ 12,483,271
Following is a description of some of the terms and conditions of the Bonds, which description is qualified in its entirety by
reference to the Bond Resolution of the Board authorizing the issuance and sale of the Bonds. The Bond Resolution
authorizes the issuance and sale of the Bonds and prescribes the terms, conditions, and provisions for the payment of the
principal of and interest on the Bonds by the District.
Principal of the Current Interest Bonds, together with principal and interest on the Premium Compound Interest Bonds, is
payable at maturity at the principal payment office of the paying agent/registrar, initially, The Bank of New York Mellon
Trust Company, N.A. in Dallas, Texas (the "Paying Agent/Registrar"). Interest on the Current Interest Bonds accrues from
December 1, 2010, and is payable on each May 1 and November 1 commencing May 1, 2011, until the earlier of maturity
or prior redemption. Interest on the Premium Compound Interest Bonds will accrue from the date of delivery and will be
compounded semi-annually on May 1 and November 1 of each year commencing May 1, 2011. The Premium Compound
Interest Bonds will be issued in principal amounts that will mature in $5,000 denominations or integral multiples thereof,
including both principal and interest. See "APPENDIX C -Accreted Values of Premium Compound Interest Bonds" for
the accreted value thereof on each compounding date through maturity. The Bonds mature on May 1 in the amounts and
years shown on the inside cover page of this Official Statement. Interest calculations are based on a 360 -day year
comprised of twelve 30 -day months.
Authority for Issuance
The Bonds are issued by the District pursuant to the terms and provisions 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.
Source of and Security for Payment
While the Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, the District
covenants in the Bond Resolution 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.
Preliminary, subject to change.
10
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
In the Bond Resolution, the Debt Service Fund is confirmed, and the proceeds from all taxes levied, assessed 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. Any monies remaining after the
payment of issuance costs will be deposited into the Debt Service Fund.
No Arbitra¢e
The District will certify as of the date the Bonds are delivered and paid for that, based upon all facts and estimates now
known or reasonably expected to be in existence on the date the Bonds are delivered and paid for, the District reasonably
expects that the proceeds of the Bonds will not be used in a manner that would cause the Bonds, or any portion of the
Bonds, to be "arbitrage bonds" under the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
prescribed thereunder. Furthermore, all officers, employees, and agents of the District have been authorized and directed to
provide certifications of facts and estimates that are material to the reasonable expectations of the District as of the date the
Bonds are delivered and paid for. In particular, all or any officers of the District are authorized to certify to the facts and
circumstances and reasonable expectations of the District on the date the Bonds are delivered and paid for regarding the
amount and use of the proceeds of the Bonds. Moreover, the District covenants in the Bond Resolution that it shall make
such use of the proceeds of the Bonds, regulate investment of proceeds of the Bonds, and take such other and further
actions and follow such procedures, including, without limitation, calculating the yield on the Bonds, as may be required so
that the Bonds shall not become "arbitrage bonds" under the Code and the regulations prescribed from time to time
thereunder.
Redemption Provisions
The District reserves the right, at its option, to redeem the Current Interest Bonds maturing on and after May 1, 2019, prior
to their scheduled maturities, in whole or in part, in integral multiples of $5,000, on May 1, 2018, or on any date thereafter,
at a price of par plus accrued interest on the principal amounts called for redemption to the date fixed for redemption. If
fewer than all of the Current Interest Bonds are redeemed at any time, the particular maturities and amounts of Current
Interest Bonds to be redeemed shall be selected by the District. If less than all the Current Interest Bonds of any maturity
are redeemed at any time, the particular Current Interest Bonds within a maturity to be redeemed shall be selected by the
Paying Agent/Registrar by lot or other customary method of selection (or by DTC in accordance with its procedures while
the Current Interest Bonds are in book -entry -only form).
Notice of any redemption identifying the Current Interest Bonds to be redeemed in whole or in part shall be given by the
Paying Agent/Registrar at least thirty (30) days prior to the date fixed for redemption by sending written notice by first
class mail to the Registered Owner of each Current Interest Bond to be redeemed in whole or in part at the address shown
on the register. Such notices shall state the redemption date, the redemption price, the place at which the Current Interest
Bonds are to be surrendered for payment and, if fewer than all the Current Interest Bonds outstanding within any one
maturity are to be redeemed, the numbers of the Current Interest Bonds or the portions thereof to be redeemed. Any notice
given shall be conclusively presumed to have been duly given, whether or not the Registered Owner receives such notice.
By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for payment of the
redemption price of the Current Interest Bonds or portions thereof to be redeemed, plus accrued interest to the date fixed
for redemption. When Current Interest Bonds have been called for redemption in whole or in part and due provision has
been made to redeem the same as herein provided, the Current Interest Bonds or portions thereof so redeemed shall no
longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for
redemption, and the rights of the Registered Owners to collect interest that would otherwise accrue after the redemption
date on any Current Interest Bond or portion thereof called for redemption shall terminate on the date fixed for redemption.
The Premium Compound Interest Bonds are not subject to redemption prior to stated maturity.
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Reeistration and Transfer
So long as any Bonds remain outstanding, the Paying Agent/Registrar shall keep the register at its principal payment 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 the Bond Resolution.
In the event the book -entry -only system is discontinued, each Bond shall be transferable only upon the presentation and
surrender of such Bond at the 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 in form satisfactory to the Paying
Agent/Registrar. Upon due presentation of any Bond in proper form for transfer, the Paying Agent/Registrar has been
directed by the District to 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 paying interest at the same rate as the Bond or Bonds so
presented.
All Bonds shall be exchangeable upon presentation and surrender thereof at the principal payment office of the Paying
Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination in an
aggregate amount equal to the unpaid principal amount of the Bond or Bonds presented for exchange. The Paying
Agent/Registrar is authorized to authenticate and deliver exchange Bonds. Each Bond delivered shall be entitled to the
benefits and security of the Bond Resolution to the same extent as the Bond or Bonds in lieu of which such Bond is
delivered.
Neither the District nor the Paying Agent/Registrar shall be required to transfer or to exchange any Bond during the period
beginning on the 15th calendar day preceding an Interest Payment Date and ending on the next succeeding 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.
The District or the Paying Agent/Registrar may require the Registered 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.
Replacement of Pavine Aeent/Reeistrar
Provision is made in the Bond Resolution for replacement of the Paying Agent/Registrar. If the Paying Agent/Registrar is
replaced by the District, the new paying agent/registrar shall act in the same capacity as the previous Paying
Agent/Registrar. Any paying agent/registrar selected by the District shall be a national or state banking institution, a
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, and subject to supervision or examination by federal or state authority, to act as Paying
Agent/Registrar for the Bonds.
Lost, Stolen or Destroyed Bonds
In the event the book -entry -only system is discontinued, 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 maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. If any Bond is lost,
stolen or destroyed, 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, upon receipt of certain documentation from
the Registered Owner and an indemnity bond, execute and the Paying Agent/Registrar shall authenticate and deliver a
replacement Bond of like maturity, interest rate and principal amount bearing a number not contemporaneously
outstanding. Registered Owners of lost, stolen or destroyed bonds will be required to pay the District's costs to replace
such bond. In addition, the District or the Paying Agent/Registrar may require the Registered Owner to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed.
Issuance of Additional Debt
The District may issue additional bonds, with the approval of the Commission, necessary to provide and maintain
improvements and facilities consistent with the purposes for which the District was created. 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 Bond Resolution imposes no limitation on the amount of additional parity bonds which may be authorized
for issuance by the District's voters or the amount ultimately issued by the District. See "THE SYSTEM --Future Debt."
12
The District also is authorized by statute to engage in fire -fighting activities, including the issuing of 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 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 Commission; and (d) approval of bonds by the Attorney
General of Texas. The Board has not considered calling such an election at this time.
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 of Round Rock 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 five (5) 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 Districts 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.
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 forth 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 Districts 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 a State of Texas
statute reasonably required to attain an important public purpose or 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."
13
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:
"(a) 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."
"(b) A district's bonds, notes, and other obligations are eligible and lawful security for all deposits of 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, to the extent of the market
value of the bonds, notes, and other obligations when accompanied by any unmatured interest coupons attached to them."
The Public Funds Collateral Act (Chapter 2257, Texas Government Code) also provides that bonds of the District
(including the Bonds) are eligible as collateral for public funds.
No representation is made that the Bonds will be suitable for or acceptable to financial or public entities for investment or
collateral purposes. No representation is made concerning other laws, rules, regulations, or investment criteria which
might apply to or which might be utilized by any of such persons or entities to limit the acceptability or suitability of the
Bonds for any of the foregoing purposes. Prospective purchasers are urged to carefully evaluate the investment quality of
the Bonds as to the suitability or acceptability of the Bonds for investment or collateral purposes.
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 or with a commercial bank or trust company designated in the proceedings
authorizing such discharge, 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 obligations of the United States of America, (b) noncallable
obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed
or insured by the agency or instrumentality and that, on the date the governing body of the 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
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 and in such amounts as will be sufficient to provide for the scheduled payment
and/or redemption of the Bonds.
Upon such deposit as described above, such bonds shall no longer be regarded as outstanding or unpaid. After firm
banking and financial arrangements for the discharge and final payment or redemption of the Bonds have been made as
described above, all rights of the District to initiate 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 if 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 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. Because the Bond Resolution
does not contractually limit such investments, Registered Owners may be deemed to have consented to defeasance with
such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those
currently permitted under Texas law.
14
BOOK -ENTRY -ONLY SYSTE M
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 or completeness thereof The
District cannot and does not give any assurances that DTC, DTC Direct Participants or Indirect Participants will
distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, 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.
General
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 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing
for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market
instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S.
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for
DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its 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.
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 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.
15
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/Registrar, 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/Registrar, 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/Registrar, 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.
A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Paying
Agent/Registrar, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant's
interest in the Bonds, on DTC's records, to the Paying Agent/Registrar. The requirement for physical delivery of Bonds in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the
Bonds are transferred by Direct Participants on DTC's records and followed by a book -entry credit of tendered Bonds to
the Paying Agent/Registrar's DTC account.
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/Registrar. 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.
THE DISTRICT
General
The District is a municipal utility district created by an order of the Texas Water Commission (predecessor to the Texas
Commission on Environmental Quality) 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 Commission and
the voters of the District.
The District is also empowered to establish, operate, and maintain parks and recreational 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.
16
The Commission 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 Fem 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
November 1. 2010, there were 1,897 homes completed in the District (1,888 occupied), no homes under construction and 4
lots available for home construction.
MANAGEMENT
Board of Directors
All of the Directors listed below reside within the District. Directors are elected by the voters within the District for four-
year staggered terms. Directors elections are held in May of even numbered years. The Directors and Officers of the
District are listed below:
Term
Name Title Expires
Patrick Savarese President May 2012
Jessica Stempko Assistant Secretary/Treasurer May 2014
Joseph Teiber Vice President May 2012
Farrell Walker Treasurer May 2012
Dave Quillman Secretary May 2014
The District has contracted for certain services as follows:
Tax Assessor/Collector
Land and improvements within the District are appraised for ad valorem taxation purposes by the Williamson Central
Appraisal District. The Board of Directors of the District contracts with the Williamson County Tax Assessor/Collector
(the "Tax Assessor/Collector") to serve as the Tax Assessor/Collector for the District.
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System Operator
The District contracts with Severn Trent Services for maintenance and operation of the District's System. In addition,
Severn Trent Services acts as the District's bookkeeper.
Engineer
The consulting engineer for the District in connection with the design and construction of the District's facilities is CMA
Engineering, Inc. (the "Engineer").
Auditor
The District's audited financial statements for the year ended September 30, 2009, were prepared by Donald Allman, CPA,
Certified Public Accountants. See "APPENDIX A" for a copy of the District's September 30, 2009 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.
Bond Counsel
The District has engaged Freeman & Corbett as Bond Counsel in connection with the issuance of the Bonds. The legal
fees to be paid Bond 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 on the sale and delivery of the
Bonds.
General Counsel
The District engages McGinnis, Lochridge & Kilgore, L.L.P. as General Counsel in connection with the issuance of the
Bonds. The legal fees to be paid 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 on the sale
and delivery of the Bonds.
Financial Advisor
FirstSouthwest (the "Financial Advisor") serves as financial advisor to the District. The fee to be paid the Financial
Advisor is contingent on the sale and delivery of the Bonds.
Special Tax Counsel
The District has engaged Andrews Kurth LLP as Special Tax Counsel in connection with the issuance of the District's
bonds. The fees of the attorneys in their capacity as Special Tax Counsel are payable from proceeds of the sale of the
Bonds and contingent upon sale and delivery of the Bonds.
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 Commission, Williamson County and the City of Round Rock, as applicable.
Construction of the facilities is subject to inspection by the Commission, 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.
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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), and the City of Round Rock (365,700 gallons). The District, a former
developer in the District and Brushy Creek Municipal Utility District 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. Brushy Creek Municipal Utility District
previously conveyed its interest in the facilities to the City of Round Rock. Each remaining 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 lots 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 Cities of Round Rock, Cedar Park,
Leander 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 Drainaee
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.
FINANCIAL STATEMENT
2010 Assessed Valuation $426,538,355(a)
District Debt:
Outstanding Bonds (as of October 1, 2010) $10,405,000
Less: Refunded Bonds (2,730,000)*
Plus: The Bonds 2.730.000 *
Gross Debt Outstanding (after issuance of the Bonds) $10,405,000
Ratio of Gross Debt to 2010 Assessed Valuation 2.44%
Area of District -- 701 acres
Estimated 2010 Population — 6,608 (b)
(a) As certified by the Appraisal District. Includes $424,276,564 of value certified by the Appraisal District and $2,261,791 of value not yet certified by
the Appraisal District. See "TAX PROCEDURES."
(b) Based on 3.5 persons per occupied home.
Cash and Investment Balances (unaudited as of _September 30. 2010)
Operations and Maintenance Fund Cash and Temporary Investments $2,041,799
Park Fund Cash and Temporary Investments $284,560
Capital Projects Cash and Temporary Investments $262,683
Debt Service Fund Cash and Temporary Investments $1,058,324 (a)
(a) Neither the Bond Resolution nor Texas law requires that the District maintain any particular balance in the Debt Service Fund.
*Preliminary, subject to change.
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ESTIMATED OVERLAPPING DEBT STATEMENT
Expenditures of the various taxing entities within the territory of the District are paid out of ad valorem taxes levied by
such entities on properties within the District. Such entities are independent of the District and may incur borrowings to
finance their expenditures. This statement of direct and estimated overlapping ad valorem tax bonds ("Tax Debt") was
developed from information contained in the "Texas Municipal Reports" published by the Municipal Advisory Council of
Texas. Except for the amounts relating to the District, the District has not independently verified the accuracy or
completeness of such information, and no person should rely upon such information as being accurate or complete.
Furthermore, certain of the entities listed may have issued additional bonds since the date hereof, and such entities may
have programs requiring the issuance of substantial amounts of additional bonds, the amount of which cannot be
determined. The following table reflects the estimated share of the overlapping Tax Debt of the District.
Taxing Outstanding Overlapping
Jurisdiction Bonds As of Percent Amount
Williamson County $726,924,942 08/15/10 1.44% $10,467,719
Round Rock Independent School District 666,449,535 08/15/10 2.28 15,195.049
Total Estimated Overlapping Debt $25,662,768
The District 10,405,000(a) 100.00% 10.405.000
Total Direct and Estimated Overlapping Debt $36,067,768
Ratio of Total Direct and Estimated Overlapping Debt to
2010 Assessed Valuation 8.45%
(a) Preliminary, subject to change. Includes the Bonds and excludes the Refunded Bonds.
Overlaaaine Tax Rates for 2010
Williamson County
Round Rock Independent School District
Williamson County Emergency Services District No. 2
The District
Total Overlapping Tax Rate
20
2010 Tax Rate per
$100 Assessed Valuation
$0.489999
1.380000
0.100000
0.509500
$2.479499
TAX DATA
Tax Collections
The following statement of tax collections sets forth in condensed form the historical tax collection experience of the
District. This summary has been prepared for inclusion herein, based upon information from District records and District
audited financial statements. Reference is made to these records and statements for further and more complete information.
Tax Taxable Tax Tax Current Collections Total Collections Year
Year Valuation Rate Leyy Amount Percent Amount Percent Ending
2005 $389,036,058 $0.5150 $2,003,550 $1,994,103 99.53% $2,004,826 100.06% 9/30/2006
2006 404,918,826 0.5095 2,063,880 2,060,561 97.84 2,071,273 100.36 9/30/2007
2007 429,791,903 0.5095 2,187,060 2,184,092 98.86 2,187,134 100.00 9/30/2008
2008 448,876,095 0.5095 2,307,880 2,306,077 99.92 2,309,863 100.09 9/30/2009
2009 433,309,391 0.5095 2,207,711 (a) (a) 9/30/2010
(a) Reflects collections through , 2010.
Taxes are due October 1 and become delinquent if not paid before February 1 of the year following the year in which
imposed. No split payments are allowed and no discounts are allowed.
Tax Rate Distribution
2010 2009 2008 2007 2006
Debt Service $0.2800 $0.2800 $0.2800 $0.2950 $0.3200
Maintenance and Operations 0.2295 0.2295 0.2295 0.2145 0.1895
Total $0.5095 $0.5095 $0.5095 $0.5095 $0.5095
Tax Rate Limitations
Debt Service: Unlimited (no legal limit as to rate or amount).
Maintenance: $1.50 per $100 Assessed Valuation
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 principal of and interest on the Bonds. The District
levied a debt service tax in 2010 at the rate of $0.28 per $100 assessed valuation.
Maintenance Tax
The Board of Directors of the District has the statutory authority to levy and collect an annual ad valorem tax for
maintenance of the District's improvements, if such maintenance tax is authorized by a vote of the District's electors. On
June 30, 1986 voters in the District authorized the Board to levy such a maintenance tax in an amount not to exceed $1.50
per $100 assessed valuation. Such tax is in addition to taxes which the District is authorized to levy for paying principal of
and interest on the Bonds and any additional tax bonds which may be issued in the future. The District levied a
maintenance tax for 2010 in the amount of $0.2295 per $100 assessed valuation.
Tax Exemptions
As discussed in the section titled "TAX PROCEDURES" herein, certain property in the District may be exempt from
taxation by the District. The District does not exempt any percentage of the market value of any residential homesteads
from taxation. Property owned by Round Rock Independent School District located in the District is also exempt from
taxation by the District.
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Additional Penalties
The District has contracted with a delinquent tax attorney to collect certain delinquent taxes. In connection with that
contract, the District established an additional penalty of twenty percent (20%) of the tax to defray the costs of collection.
This 20% penalty applies to taxes that either: (1) become delinquent on or after February 1 of a year, but not later than May
1 of that year, and that remain delinquent on July 1 of the year in which they become delinquent or (2) become delinquent
on or after June 1, pursuant to the Texas Tax Code.
Principal Taxpayers
The following list of principal taxpayers was provided by the District's Tax Assessor/Collector based upon the 2010 tax
roll.
Taxpayer
Oncor Electric Delivery Co.
Homeowner
Homeowner
Homeowner
Homeowner
Homeowner
Homeowner
Homeowner
Homeowner
Homeowner
Total
Percentage of certified tax roll
Summary of Assessed Valuation
The following summary of the 2010, 2009 and 2008 Assessed Valuation is provided by the
Assessor/Collector based on information contained in the 2010, 2009 and 2007 tax rolls of the District.
totals from others shown in this Official Statement are due to differences in dates of the data.
Type of Property
Utilities
Land & Improvements
Land & Improvements
Land & Improvements
Land & Improvements
Land & Improvements
Land & Improvements
Land & Improvements
Land & Improvements
Land & Improvements
2010
Assessed
Valuation
$1,446,700
519,895
505,847
444,923
382,031
365,151
363,482
358,301
356,004
354.604
$5,096,938
1.20%
Land
Improvements
Personal Property
Exemptions
Total Assessed Valuation
2010
$ 81,492,704
346,863,367
2,146,017
(3,963.733)
$426,538,355
2009
$ 93,599,002
339,562,704
2,370,127
(2,222.142)
$433,309,391
District's Tax
Differences in
2008
$ 93,266,581
359,684,776
2,403,141
(2,080,241)
$453,274,257
Tax Adequacy for Debt Service
The calculation shown below assumes, solely for purposes of illustration, no increase or decrease in assessed valuation
over the 2010 Assessed Valuation, no use of available funds, and utilizes a tax rate necessary to pay the District's average
annual debt service requirements on the Bonds.
Average annual debt service requirements (2011-2020) $1,248,327*
$0.31 tax rate on the 2010 Assessed Valuation
of $426,538,355 at a 95% collection rate produces $1,256,155
*Preliminary, subject to change.
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TAX PROCEDURES
Authority to Levy Taxes
The Board is authorized to levy an annual ad valorem tax, without legal limitation as to rate or amount, on all taxable
property within the District in an amount sufficient to pay the principal of and interest on the Bonds and any additional
bonds payable from taxes which the District may hereafter issue (see "INVESTMENT CONSIDERATIONS --Future
Debt") and to pay the expenses of assessing and collecting such taxes. The District agrees in the Bond Resolution to levy
such a tax from year to year as described more fully herein under "THE BONDS --Source of and Security for Payment."
Under Texas law, the Board may also levy and collect an annual ad valorem tax for the operation and maintenance of the
District and its water and wastewater system and for the payment of certain contractual obligations. See "TAX DATA."
Property Tax Code and County -Wide Appraisal District
The Texas Property Tax Code (the "Property Tax Code") specifies the taxing procedures of all political subdivisions of the
State of Texas, including the District. Provisions of the Property Tax Code are complex and are not fully summarized here.
The Property Tax Code requires, among other matters, county -wide appraisal and equalization of taxable property values
and establishes in each county of the State of Texas an appraisal district with the responsibility for recording and
appraising property for all taxing units within a county and an appraisal review board with responsibility for reviewing and
equalizing the values established by the appraisal district. The Williamson Central Appraisal District (the "Appraisal
District") has the responsibility for appraising property for all taxing units within Williamson County, including the
District. Such appraisal values are subject to review and change by the Williamson Central Appraisal Review Board (the
"Appraisal Review Board").
Property Subiect to Taxation by the District
Except for certain exemptions provided by Texas law, all real property, tangible personal property held or used for the
production of income, mobile homes and certain categories of intangible personal property with a tax situs in the District
are subject to taxation by the District. 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 household goods, family supplies, and personal effects; certain goods, wares
and merchandise in transit; farm products owned by the producer; certain property of charitable organizations, youth
development associations, religious organizations, and qualified schools; designated historical sites; travel trailers; and
most individually owned automobiles. In addition, the District may by its own action exempt residential homesteads of
persons sixty-five (65) years or older and of certain disabled persons to the extent deemed advisable by the Board. The
District may be required to offer such an exemption if a majority of voters approve it at an election. The District would be
required to call such an election upon petition by twenty percent (20%) of the number of qualified voters who voted in the
preceding election. The District is authorized by statute to disregard exemptions for the disabled and elderly if granting the
exemption would impair the District's obligation to pay tax supported debt incurred prior to adoption of the exemption by
the District. Furthermore, the District must grant exemptions to disabled veterans or certain surviving dependents of
disabled veterans, if requested, of between $5,000 and $12,000 depending on the disability rating of the veteran. See
"TAX DATA."
Residential Homestead Exemptions: The Property Tax Code authorizes the goveming body of each political subdivision in
the State of Texas to exempt up to twenty percent (20%) (not less than $5,000) of the appraised value of residential
homesteads from ad valorem taxation. Where ad valorem taxes have previously been pledged for the payment of debt, the
governing body of a political subdivision may continue to levy and collect taxes against the exempt value of the
homesteads until the debt is discharged, if the cessation of the levy would impair the obligations of the contract by which
the debt was created. The adoption of a homestead exemption may be considered each year, but must be adopted by May
1. See "TAX DATA." The District has never adopted a general homestead exemption.
Freeport Goods Exemption: Freeport goods are goods, wares, merchandise, other tangible personal property and ores,
other than oil, natural gas and other petroleum products, which have been acquired or brought into the state for assembling,
storing, manufacturing, repair, maintenance, processing or fabricating purposes, or used to repair or maintain aircraft of a
certified air carrier, and shipped out of the state within one hundred seventy-five (175) days. Freeport goods are exempt
from taxation by the District.
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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.
Tax Abatement
Williamson County or the City of Round Rock may designate all or part of the area within the District as a reinvestment
zone. Thereafter, Williamson County, Round Rock Independent School District, the District, and the City of Round Rock,
at the option and discretion of each entity, may enter into tax abatement agreements with owners of property within the
zone. Prior to entering into a tax abatement agreement, each entity must adopt guidelines and criteria for establishing tax
abatement, which each entity will follow in granting tax abatement to owners of property. The tax abatement agreements
may exempt from ad valorem taxation by each of the applicable taxing jurisdictions, including the District, 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 the terms of the tax abatement. Each taxing jurisdiction has
discretion to determine terms for its tax abatement agreements without regard to the terms approved by the other taxing
jurisdictions.
Valuation of Property for Taxation
Generally, property in the District must be appraised by the Appraisal District at market value as of January 1 of each year.
Once an appraisal roll is prepared and finally approved by the Appraisal Review Board, it is used by the District in
establishing its tax rolls and tax rate. Generally, assessments under the Property Tax Code are to be based on one hundred
percent (100%) of market value, as such is defined in the Property Tax Code. In determining market value, either the
replacement cost or the income or the market data method of valuation may be used, whichever is appropriate.
Nevertheless, certain land may be appraised at less than market value under the Property Tax Code. Increases in the
appraised value of residence homesteads are limited by the Texas Constitution to 10 percent annually regardless of the
market value of the property.
The Property Tax Code permits land designated for agricultural use, open space or timberland to be appraised at its value
based on the land's capacity to produce agricultural or timber products rather than at its market value. The Property Tax
Code permits under certain circumstances that residential real property inventory held by a person in the trade or business
be valued at the price all such property would bring if sold as a unit to a purchaser who would continue the business.
Provisions of the Property Tax Code are complex and are not fully summarized here. Landowners wishing to avail
themselves of the agricultural use, open space or timberland designation or residential real property inventory designation
must apply for the designation and the appraiser is required by the Property Tax Code to act on each claimant's right to the
designation individually. A claimant may waive the special valuation as to taxation by some political subdivisions while
claiming it as to another. If a claimant receives the agricultural use designation and later loses it by changing the use of the
property or selling it to an unqualified owner, the District can collect taxes based on the new use, including taxes for the
previous three (3) years for agricultural use and taxes for the previous five (5) years for open space land and timberland.
The Property Tax Code requires the Appraisal District to implement a plan for periodic reappraisal of property to update
appraisal values. The plan must provide for appraisal of all real property in the Appraisal District at least once every three
(3) years. It is not known what frequency of reappraisal will be utilized by the Appraisal District or whether reappraisals
will be conducted on a zone or county -wide basis. The District, however, 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.
District and Taxpayer Remedies
Under certain circumstances taxpayers and taxing units (such as the District) may appeal the orders of the Appraisal
Review Board by filing a timely petition for review in State district court. In such event, the value of the property in
question will be determined by the court or by a jury if requested by any party. Additionally, taxing units may bring suit
against the Appraisal District to compel compliance with the Property Tax Code. The Property Tax Code also establishes a
procedure for notice to property owners of reappraisals reflecting increased property value, appraisals which are higher
than renditions, and appraisals of property not previously on an appraisal roll.
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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. The rate of taxation is set by the Board of Directors, after the legally required notice has been given
to owners of property within the District, based upon: 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 if not paid before
February 1 of the year following the year in which imposed. 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 and incurs an additional penalty for collection costs of an amount established by the
District and a delinquent tax attorney. For those taxes billed at a later date and that become delinquent on or after June 1,
they will also incur an additional penalty for collection costs of an amount established by the District and a delinquent tax
attorney. The delinquent tax accrues interest at a rate of one percent (1%) for each month or portion of a month it remains
unpaid. The Property Tax Code makes provisions 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.
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 only if the total 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 current year's debt service and contract tax rates plus 1.08 times the
previous year's operation and maintenance tax rate. Thus, debt service and contract tax rates cannot be changed by a
rollback election.
District's Rights in the Event of Tax Delinquencies
Taxes levied by the District are a personal obligation of the owner of the property as of 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 the State of Texas and
each 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 "ESTIMATED OVERLAPPING DEBT STATEMENT --Overlapping Tax Rates for
2010"). 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. Personal property under certain circumstances is subject to seizure and sale for the payment of delinquent
taxes, penalty, and interest.
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 cost of suit and sale, 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 six (6) months for commercial property and two (2) years for residential and all other types of property
after the purchaser's deed issued at the foreclosure sale is filed in the county records) or by bankruptcy proceedings which
restrict the collection of taxpayer debts. The District's ability to foreclose its tax lien or collect penalties or interest on
delinquent taxes may be limited on property owned by a financial institution which is under receivership by the Federal
Deposit Insurance Corporation pursuant to the Federal Deposit Insurance Act, 12 U.S.C. 1825, as amended. See
"INVESTMENT CONSIDERATIONS --Tax Collection Limitations."
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WATER AND SEWER OPERATIONS
General
The Bonds and the Remaining Outstanding Bonds are payable from the levy of a continuing, direct, 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 or the Remaining Outstanding Bonds in
the foreseeable future.
Operatin¢ Statement
The following statement sets forth in condensed form the historical results of operation of the District's General Fund.
Accounting principles customarily employed in the determination of net revenues have been observed and in all instances
exclude depreciation. Such summary is based upon information obtained from the District's audited financial statements
and the District's bookkeeping records. Reference is made to such records and statements for further and more complete
information.
Revenues
Water, wastewater, and garbage service
Property tams
Interest
Community center fees
Miscellaneous
Developer contribution
Total Revenues
Expenditures
Water, wastewater, and garbage purchases
Repairs and maintenance
Utilities
Park maintenance
Tap connection/inspection
General manager services
Legal fees
Engineering fees
Audit fees
Tax appraisal/collection
Director fees
Insurance
Security service
Community center
Other
Capital Outlay
Fiscal Year Ended September 30
2010 (a) 2009 2008 2007
$ 1,697,841
993,696
33,783
54,933
5,542
$ 2,785,795
$ 1,452,441
53,540
50,054
369,301
99,249
175,188
5,688
9,000
6,828
96,717
6,508
47,759
147,127
10,880
3,965
$ 1,921,179 $ 1,629,627 $ 1,417,138
1,052,393 923,392 773,961
9,899 37,848 62,013
60,761 46,162 122,314
154,119 2,285 22,599
$ 3,198,351 $ 2,639,314 $ 2,398,025
$ 1,647,298
58,210
49,528
380,362
58,510
92,685
243,883
8,183
10,000
9,420
25,625
20,071
32,140
128,567
64,824
Total Expenditures $ 2,534,244 $ 2,829,306
NET REVENUES
(a) Unaudited.
$ 251,551 $ 369,045
26
$ 1,439,852 $ 1,180,080
39,212 22,327
45,663 44,493
311,897 256,161
143,768 140,878
265,501 204,668
15,009 13,864
9,000 12,000
12,176 6,191
16,554 18,731
10,612 7,352
32,401 27,913
142,753 102,112
65,856 150,887
10,320 -
$ 2,560,574
$ 78,740
2006
$ 1,748,487
724,035
57,796
139,818
20,294
13,493
$ 2,703,923
$ 1,383,994
17,247
44,291
265,304
139,371
69,353
17,918
12,547
5,556
29,776
7,725
30,754
211,686
46,584
48,196
$ 2,187,657 $ 2,330,302
$ 210,368 $ 373,621
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 the principal and interest 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 and
Security for 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
accumulate or 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.
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.
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 Commission pursuant to its rules
regarding issuance and feasibility of bonds and to approval by the City of Round Rock.
Tax Collection Limitations
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 state and Local taxing authorities on the property against which taxes are levied, and such lien may be
enforced by foreclosure. The District's ability to collect ad valorem taxes through such foreclosure may be impaired by
market conditions limiting the proceeds from a foreclosure sale of taxable property and collection procedures. While the
District has a lien on taxable property within the District for taxes levied against such property, such lien can be foreclosed
only in a judicial proceeding. The costs of collecting any such taxpayer's delinquencies could substantially reduce the net
proceeds to the District from a tax foreclosure sale. Finally, a 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 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. See "TAX PROCEDURES --
District's Rights in the Event of Tax Delinquencies."
Resistered Owners' Remedies and Bankruptcy Limitations
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 forth 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 a State of Texas
statute reasonably required to attain an important public purpose or 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.
27
Subject to the requirements of Texas law discussed below, a political subdivision such as the District may voluntarily file a
petition for relief from creditors under Chapter 9 of the Federal Bankruptcy Code, 11 U.S.C. Sections 901-946. The filing
of such petition would automatically stay the enforcement of Registered Owner's remedies, including mandamus. The
automatic stay would remain in effect until the federal bankruptcy judge hearing the case dismisses the petition, enters an
order granting relief from the stay or otherwise allows creditors to proceed against the petitioning political subdivision. A
political subdivision such as the District may qualify as a debtor eligible to proceed in a Chapter 9 case only if it is (1)
authorized to file for federal bankruptcy protection by applicable state 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. Special
districts such as the District must obtain the approval of the Commission as a condition to seeking relief under the Federal
Bankruptcy Code. The Commission is required to investigate the financial condition of a financially troubled district and
authorize such district to proceed under federal bankruptcy law only if such district has fully exercised its rights and
powers under Texas law and remains unable to meet its debts and other obligations as they mature.
If a petitioning district were allowed to proceed voluntarily under Chapter 9 of the Federal Bankruptcy Code, it could file a
plan for an adjustment of its debts. If such a plan were confirmed by the bankruptcy court, it could, among other things,
affect Registered Owners by reducing or eliminating the amount of indebtedness, deferring or rearranging the debt service
schedule, reducing or eliminating the interest rate, modifying or abrogating the collateral or security arrangements,
substituting (in whole or in part) other securities, and otherwise compromising and modifying the rights and remedies of
the Registered Owners' claims against a district.
A district may not be placed into bankruptcy involuntarily.
Continuing Compliance with Certain Covenants
The Bond Resolution contains covenants by the District intended to preserve the exclusion from gross income for federal
income tax purposes of interest on the Bonds. Failure by the District to comply with such covenants in the Bond
Resolution on a continuous basis prior to maturity of the Bonds could result in interest on the Bonds becoming taxable
retroactively to the date of original issuance. See "LEGAL MATTERS."
Marketability
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.
LEGAL MATTERS
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.
Delivery of the Bonds will also be accomplished by the approving legal opinion of Special Tax Counsel to the effect that
(i) interest on the Bonds is excludable from gross income of the holders for federal tax purposes under existing law, (ii)
certain original issue discount on the Original Issue Discount Bonds (defined below) is excludable from gross income for
federal income tax purposes under existing law as described more fully in "Tax Accounting Treatment of Original Issue
Discount Bonds," and (iii) the Bonds are not "private activity bonds" under the Internal Revenue Code of 1986, as
amended (the "Code"), as amended, and interest on the Bonds will not be subject to the alternative minimum tax on
individuals and corporations, except as described below in the discussion regarding adjusted current earnings adjustments
for corporations.
28
Bond Counsel has reviewed the information appearing in this Official Statement under "THE BONDS," "TAX
PROCEDURES," "LEGAL MATTERS" and "CONTINUING DISCLOSURE OF INFORMATION" solely to determine
if such information, insofar as it relates to matters of law, is true and correct, and whether such information fairly
summarizes 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 it 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.
Special Tax Counsel's opinion will address the matters described below under, "TAX EXEMPTION," "TAX
TREATMENT OF ORIGINAL ISSUE DISCOUNT AND PREMIUM BONDS," and "QUALIFIED TAX-EXEMPT
OBLIGATIONS." Bond Counsel will not be responsible in any manner for the matters addressed in the opinion of Special
Tax Counsel, and likewise, Special Tax Counsel will not be responsible in any manner for the matters addressed in the
opinion of Bond Counsel. Moreover, Bond Counsel and Special Tax Counsel have no joint responsibility with respect to
the Bonds or the proceedings related to the Bonds.
The legal fees paid to Bond Counsel and Special Tax 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.
No Material Adverse Change
The obligations of the Underwriter to take and pay for the Bonds, and of the District to deliver the Bonds, are subject to the
condition that, up to the time of delivery of and receipt of payment for the Bonds, there shall have been no material adverse
change in the condition of the District from that set forth or contemplated in the Preliminary Official Statement.
No -Litigation Certificate
The District will furnish the Underwriter a certificate, executed by both the President or Vice President and Secretary or
Assistant Secretary of the Board, and dated as of the date of delivery of the Bonds, to the effect that no litigation of any
nature is pending or to its knowledge threatened, either in state or federal courts, contesting or attacking the Bonds;
restraining or enjoining the levy, assessment and collection of ad valorem taxes to pay the interest or the principal of the
Bonds; in any manner questioning the authority or proceedings for the issuance, execution or delivery of the Bonds; or
affecting the validity of the Bonds or the title of the present officers of the District.
TAX EXEMPTION
In the opinion of Andrews Kurth LLP, Austin, Texas, Special Tax Counsel, interest on the Bonds is (1) excludable under
Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), from gross income of the owners thereof for
federal income tax purposes and (2) is not includable in the alternative minimum taxable income of individuals or
corporations, except as described below.
The foregoing opinions of Special Tax Counsel are based on the Code and the regulations, rulings and court decisions
thereunder in existence on the date of issue of the Bonds. Such authorities are subject to change and any such change
could prospectively or retroactively result in the inclusion of the interest on the Bonds in gross income of the owners
thereof or change the treatment of such interest for purposes of computing alternative minimum taxable income.
In rendering its opinions, Special Tax Counsel has assumed continuing compliance by the District with certain covenants
of the resolution authorizing the issuance of the Bonds (the "Resolution") and has relied on representations by the District
with respect to matters solely within the knowledge of the District, which Special Tax Counsel has not independently
verified. The covenants and representations relate to, among other things, the use of Bond proceeds and any facilities
financed therewith, the source of repayment of the Bonds, the investment of Bond proceeds and certain other amounts
prior to expenditure, and requirements that excess arbitrage earned on the investment of Bond proceeds and certain other
amounts be paid periodically to the United States and that the District file an information report with the Internal Revenue
Service (the "Service"). If the District should fail to comply with the covenants in the Resolution, or if its representations
relating to the Bonds that are contained in the Resolution should be determined to be inaccurate or incomplete, interest on
the Bonds could become taxable from the date of delivery of the Bonds, regardless of the date on which the event causing
such taxability occurs.
29
Interest on all tax-exempt obligations, such as the Bonds, owned by a corporation (other than an S corporation, a regulated
investment company, a real estate investment trust (REIT), a real estate mortgage investment conduit (REMIC) or a
financial asset securitization investment trust (FASIT)) will be included in such corporation's adjusted current earnings for
purposes of calculating such corporation's alternative minimum taxable income. A corporation's alternative minimum
taxable income is the basis on which the alternative minimum tax imposed by the Code is computed.
Except as stated above, Special Tax Counsel will express no opinion as to any federal, state or local tax consequences
resulting from the ownership of, receipt or accrual of interest on or acquisition or disposition of the Bonds.
Special Tax Counsel's opinion is not a guarantee of a result, but represents its legal judgment based upon its review of
existing statutes, regulations, published rulings and court decisions and the representations and covenants of the District
described above. No ruling has been sought from the Service with respect to the matters addressed in the opinion of
Special Tax Counsel, and Special Tax Counsel's opinion is not binding on the Service. The Service has an ongoing
program of auditing the tax-exempt status of the interest on municipal obligations. If an audit of the Bonds is commenced,
under current procedures the Service is likely to treat the District as the "taxpayer," and the owners of the Bonds may have
no right to participate in the audit process. In responding to or defending an audit of the tax-exempt status of the interest
on the Bonds, the District may have different or conflicting interests from the owners of the Bonds. Public awareness of
any future audit of the Bonds could adversely affect the value and liquidity of the Bonds during the pendency of the audit,
regardless of its ultimate outcome.
Under the Code, taxpayers are required to provide information on their returns regarding the amount of tax-exempt interest,
such as interest on the Bonds, received or accrued during the year.
Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations, such as the Bonds, may
result in collateral federal income tax consequences to, among others, financial institutions, life insurance companies,
property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S
corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement
benefits, taxpayers who are deemed to have incurred or continued indebtedness to purchase or carry tax-exempt
obligations, taxpayers owning an interest in a FASIT that holds tax-exempt obligations, and individuals otherwise eligible
for the earned income tax credit. Such prospective purchasers should consult their tax advisors as to the consequences of
investing in the Bonds.
TAX TREATMENT OF ORIGINAL ISSUE DISCOUNT AND PREMI UM BONDS
Discount Bonds
Some of the Bonds may be offered at initial offering prices which are less than the stated redemption prices at maturity of
such Bonds. If a substantial amount of any maturity of the Bonds is sold to members of the public (which for this purpose
excludes bond houses, brokers and similar persons or entities acting in the capacity of wholesalers or underwriters) at such
initial offering price, an initial owner who purchases the Bonds of that maturity (the "Discount Bonds") will be considered
to have "original issue discount" for federal income tax purposes equal to the difference between (a) the stated redemption
price payable at the maturity of such Discount Bond and (b) the initial offering price to the public of such Discount Bond.
Under existing law, such original issue discount will be treated for federal income tax purposes as additional interest on a
Bond and such initial owner will be entitled to exclude from gross income for federal income tax purposes that portion of
such original issue discount deemed to be earned (as discussed below) during the period while such Discount Bond
continues to be owned by such initial owner. Except as otherwise provided herein, the discussion regarding interest on the
Bonds under the caption "TAX EXEMPTION" generally applies to original issue discount deemed to be earned on a
Discount Bond while held by an owner who has purchased such Bond at the initial offering price in the initial public
offering of the Bonds and that discussion should be considered in connection with this portion of the Official Statement.
In the event of a redemption, sale, or other taxable disposition of a Discount Bond prior to its stated maturity, however, any
amount realized by such initial owner in excess of the basis of such Discount Bond in the hands of such owner (increased
to reflect the portion of the original issue discount deemed to have been earned while such Discount Bond continues to be
held by such initial owner) will be includable in gross income for federal income tax purposes.
Because original issue discount on a Discount Bond will be treated for federal income tax purposes as interest on a Bond,
such original issue discount must be taken into account for certain federal income tax purposes as it is deemed to be earned
even though there will not be a corresponding cash payment. Corporations that purchase Discount Bonds must take into
account original issue discount as it is deemed to be earned for purposes of determining alternative minimum tax. Other
owners of a Discount Bond may be required to take into account such original issue discount as it is deemed to be earned
for purposes of determining certain collateral federal tax consequences of owning a Bond. See "TAX EXEMPTION" for a
discussion regarding the alternative minimum taxable income consequences for corporations and for a reference to
collateral federal tax consequences for certain other owners.
30
The characterization of original issue discount as interest is for federal income tax purposes only and does not otherwise
affect the rights or obligations of the owner of a Discount Bond or of the District. The portion of the principal of a
Discount Bond representing original issue discount is payable upon the maturity or earlier redemption of such Bond to the
registered owner of the Discount Bond at that time.
Under special tax accounting rules prescribed by existing law, a portion of the original issue discount on each Discount
Bond is deemed to be earned each day. The portion of the original issue discount deemed to be earned each day is
determined under an actuarial method of accrual, using the yield to maturity as the constant interest rate and semi-annual
compounding.
The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Discount Bonds
by an owner that did not purchase such Bonds in the initial public offering and at the initial offering price may be
determined according to rules which differ from those described above. All prospective purchasers of Discount Bonds
should consult their tax advisors with respect to the determination for federal, state and local income tax purposes of
interest and original issue discount accrued upon redemption, sale or other disposition of such Discount Bonds and with
respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other
disposition of such Discount Bonds.
Premium Bonds
Some of the Bonds may be offered at initial offering prices which exceed the stated redemption prices payable at the
maturity of such Bonds. If a substantial amount of any maturity of the Bonds is sold to members of the public (which for
this purpose excludes bond houses, brokers and similar persons or entities acting in the capacity of wholesalers or
underwriters) at such initial offering price, each of the Bonds of such maturity ("Premium Bonds") will be considered for
federal income tax purposes to have "bond premium" equal to the amount of such excess. The basis for federal income tax
purposes of a Premium Bond in the hands of an initial purchaser who purchases such Bond in the initial offering must be
reduced each year and upon the sale or other taxable disposition of the Bond by the amount of amortizable bond premium.
This reduction in basis will increase the amount of any gain (or decrease the amount of any loss) recognized for federal
income tax purposes upon the sale or other taxable disposition of a Premium Bond by the initial purchaser. Generally, no
corresponding deduction is allowed for federal income tax purposes, for the reduction in basis resulting from amortizable
bond premium. The amount of bond premium on a Premium Bond which is amortizable each year (or shorter period in the
event of a sale or disposition of a Premium Bond) is determined under special tax accounting rules which use a constant
yield throughout the term of the Premium Bond based on the initial purchaser's original basis in such Bond .
The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition by an owner of
Bonds that are not purchased in the initial offering or which are purchased at an amount representing a price other than the
initial offering prices for the Bonds of the same maturity may be determined according to rules which differ from those
described above. Moreover, all prospective purchasers of Bonds should consult their tax advisors with respect to the
federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of
Premium Bonds.
QUALIFIED TAX-EXEMPT OBLIGATIONS
Section 265(a) of the Code provides, in general, that interest expenses incurred to acquire or carry tax-exempt obligations
are not deductible from the gross income of the holder. For certain holders that are "financial institutions" within the
meaning of such section, complete disallowance of such expense would apply to taxable years beginning after December
31, 1986, with respect to tax-exempt obligations acquired after August 7, 1986. Section 265(b) of the Code provides an
exception to this rule for interest expense incurred by financial institutions to carry tax-exempt obligations (other than
certain private activity bonds) which are designated by an issuer as "qualified tax-exempt obligations." An issuer may only
designate an issue as an issue of "qualified tax-exempt obligations" where less than $30 million of tax-exempt obligations
are issued by the issuer during the calendar year in which the issue so designated is issued.
The District will designate the Bonds as "qualified tax-exempt obligations." Further, the District will represent that it has
or will take such action necessary for the Bonds to constitute "qualified tax-exempt obligations."
Notwithstanding the designation of the Bonds as "qualified tax-exempt obligations," financial institutions acquiring the
Bonds will be subject to a twenty percent (20%) disallowance of interest expenses allocable to the Bonds.
3I
MUNICIPAL BOND INSURANCE AND MUNICIPAL BOND RATING
Standard & Poor's Ratings Services ("S&P") has assigned a rating to the Bonds of " ." An explanation of such rating
may be obtained from Standard & Poor's Ratings Services, 55 Water Street, New York, New York 10041. The rating
reflects only the view of S&P and the District makes no representation as to the appropriateness of the rating.
There is no assurance that such rating will continue for any given period of time or that it will not be revised or withdrawn
entirely by S&P, if in its judgment, circumstances so warrant. Any such revisions or withdrawal of the rating may have an
adverse effect on the market price of the Bonds.
Application has also been made to a municipal bond insurance company for qualification of the Bonds for municipal bond
insurance. The District will consider the purchase of such insurance after analysis of the insurance premium.
SALE AND DISTRIBUTION OF THE BONDS
The Underwriter
The Bonds are being purchased by Southwest Securities (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, plus a
premium on the Premium Compound Interest Bonds of the plus a net premium on the Current Interest Bonds of
, less an Underwriter's discount of ), plus accrued interest on the on the Current Interest 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."
The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into unit investment
trusts) and others at yields lower than the public offering yield stated on the inside cover page hereof. The initial offering
yield may be changed at any time by the Underwriter.
The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but
the Underwriter does not guarantee the accuracy or completeness of such information.
Prices and Marketability
The delivery of the Bonds is conditioned upon the receipt by the District of a certificate 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" shall not include any person who is a bond
house, broker or 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 utility 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.
32
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 qualification 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 shall not be construed as an interpretation of any kind
with regard to the availability of any exemption from securities registration or qualification provisions in such other
jurisdiction.
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 certain 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 sources other than the District, 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.
Financial Advisor
FirstSouthwest 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 for the sale of the Bonds. In its capacity as
Financial Advisor, FirstSouthwest has compiled and edited this Official Statement.
The Financial Advisor to the District has provided the following sentence for inclusion in this Official Statement. The
Financial Advisor has reviewed the information in this Official Statement in accordance with, and as 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.
Engineer: The information contained in this Official Statement relating to engineering matters 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 Assessed Valuations has been
provided by the Williamson Central 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, 2009 were prepared by Donald
Allman, CPA, Certified Public Accountants. See "APPENDIX A" for a copy of the District's September 30, 2009 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.
Bookkeeper: The information contained in this Official Statement relating to the "unaudited" summary as of September
30, 2010 of the District's General Operating Fund as it appears in "WATER AND SEWER OPERATIONS Operating
Statement" has been provided by Severn Trent Services and is included herein in reliance upon the authority of such firm
as experts in the tracking and managing the various funds of municipal utility districts.
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Undatin2 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, acting through its Board of Directors in its official capacity, hereby certifies, as of the date hereof, that the
information, statements, and descriptions or any addenda, supplement and amendment thereto pertaining to the District and
its affairs contained herein, to the best of its knowledge and belief, contain no untrue statement of a material fact and do not
omit to state any material fact necessary to make the statements herein, in 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. In rendering such certificate, the official executing this certificate
may state that he has relied in part on his examination of records of the District relating to matters within his own area of
responsibility, and his discussions with, or certificates or correspondence signed by, certain other officials, employees,
consultants and representatives of the District.
CONTINUING DISCLOSURE OF INFORMAT ION
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 certain information vendors.
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 with respect to the District includes all quantitative financial information and operating data
of the general type included in this Official Statement under the headings "FINANCIAL STATEMENT," "TAX DATA,"
"DEBT SERVICE REQUIREMENTS," and "APPENDIX A" (Annual Financial Report and supplemental schedules). The
District will update and provide this information within six months after the end of each fiscal year ending in or after 2010.
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 current fiscal year end is 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.
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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 internet 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 in 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.
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.
Comaliance with Prior Undertakings
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.
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MISCELLANEOUS
All estimates, statements and assumptions in this Official Statement and the Appendix 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
Fern Bluff Municipal Utility District
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/s/
President, Board of Directors
Fern Bluff Municipal Utility District
APPENDIX A
District Audited Financial Statements for the fiscal year ended Septem ber 30, 2009
APPENDIX B
Accreted Values of Premium Compound Interest Bonds
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
City Council Agenda Summary Sheet
Agenda Item No. 11C2.
Consider a resolution approving the issuance by Fern Bluff Municipal Utility District of
approximately $2,730,000 in Waterworks and Sewer System Combination Unlimited Tax
Agenda Caption: and Revenue Refunding Bonds, Series 2010.
Meeting Date: November 23, 2010
Department: Finance
Staff Person making presentation: Cheryl Delaney
Finance Director
Item Summary:
The creation and operations agreement for Fern Bluff MUD requires that the City of Round Rock review and approve
bond issuances or refunding proposed by Fern Bluff MUD because the MUD is the extraterritorial jurisdiction of
Round Rock. These refunding bonds will be repaid by Fern Bluff MUD property taxes. The City of Round Rock is in
no way responsible for the debts of the MUD.
The proceeds will be used to refund a portion of the District's bonds. They are reducing their overall dept service
expense and appear to be taking advance of favorable interest rates.
Strategic Plan Relevance:
8.0 — Maintain and enhance public confidence, satisfaction and trust in City Government
Cost: N/A
Source of Funds: N/A
Date of Public Hearing (if required): N/A
Recommended Action: Approval