R-01-04-26-14A1 - 4/26/2001ra-
RESOLUTION NO. R- 01- 04- 26 -14A1
WHEREAS, the Cities of Austin and Round Rock 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 "), 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 MUD, and
WHEREAS, Fern Bluff MUD is proposing the issuance of
approximately $2,135,000 in Waterworks and Sewer System Combination
Unlimited Tax and Revenue Bonds Series 2001, and
WHEREAS, based upon the City's review of the Preliminary
Official Statement provided by Fern Bluff MUD, 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 MUD of approximately $2,135,000 in
Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds
Series 2001 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
0,\ WPDOCS \RSSOLUTI \R10416A1.WPD /ac
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended, and the Act.
ATTEST:
RESOLVED this 26th day of April
ALA)
J LAND, City Secretary
2
ROB - A. STLUKA, JR. Mayor
City of Round Rock, exas
Draft-3/2912001 PRELIMINARY OFFICIAL STATEMENT DATED APRIL 10, 2001
This Preliminary Official Statement is subject to completion and amendment and is intended solely for the solicitation of initial
bids to purchase the Bonds. Upon sale of the Bonds, the Official Statement will be completed and delivered to the Underwriter.
IN THE OPINION OF BOND COUNSEL, INTEREST ON THE BONDS IS EXCLUDABLE FROM GROSS INCOME FOR
FEDERAL INCOME TAX PURPOSES UNDER EXISTING LAW AND THE BONDS ARE NOT PRIVATE ACTIVITY BONDS.
SEE "LEGAL MATTERS —TAX EXEMPTION" HEREIN FOR A DISCUSSION OF THE OPINION OF BOND COUNSEL,
INCLUDING A DESCRIPTION OF ALTERNATIVE MINIMUM TAX CONSEQUENCES FOR CORPORATIONS.
THE BONDS ARE "QUALIFIED TAX - EXEMPT OBLIGATIONS FOR FINANCIAL INSTITUTIONS."
NEW ISSUE – Book -Entry -Only
$2,135,000
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 BONDS
SERIES 2001
The bonds described above (the "Bonds ") are obligations solely of Fern Bluff Municipal Utility District (the "District ") and are not
obligations of the State of Texas, Williamson County, the City of Round Rock or any entity other than the District.
Dated: June 1, 2001 Due: May 1, as shown below
The Bonds will be issued in fully registered form only, in denominations of $5,000 or any integral multiple of $5,000 for any one
maturity. Interest accrues from lune 1, 2001, and is payable November 1, 2001 (six months' interest), and each May 1 and November 1
thereafter on the basis of a 360 day year of twelve 30 day months until the earlier of maturity or redemption. The Bonds are subject to
redemption prior to maturity as shown below.
The definitive Bonds will be initially 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. The initial Paying Anent is Bank One, Texas, N.A., in Austin, Texas. See "THE BONDS— Book -Entry-
Only System."
MATURITIES SCHEDULE
Initial Initial
Due Principal Interest Reoffering Due Principal Interest Reoffering
- (May 1) Amount (c) Rate Yield (a) (May 1) Amount (c) Rate Yield (a)
2002 $ 60,000 2012 $ 115,000 (b)
2003 65,000 2013 120,000 (b)
2004 • 65,000 2014 130,000 (b)
2005 70,000 ` 2015 135,000 (b)
2006 75,000 2016 145,000 (b)
2007 80,000 2017 155,000 (b)
2008 85,000 2018 165,000 (b)
2009 - 95,000 2019 180,000 (b)
2010 100,000 2020 190,000 (b)
2011 105,000 (b)
(a) Initial reoffering yield represents the initial offering yield to the public which has been established by the Underwriter (as hereinafter 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 reoffenng yields indicated above
represent the lower of the yields resulting when priced to maturity or to the first call date Accrued interest from May 1, 2001, is to be added to the price.
(b) Bonds maturing on or after May I, 2011, are subject to redemption prior to maturity at the opeon of the Distract, in whole or in part, from time -to -time on May I,
2010, or on any date thereafter, at a price equal to the par value thereof plus accrued interest from the most recent interest payment date to the date fixed for
redemption. See THE BONDS — Redemption Provisions •
(c) The Underwriter may designate one or more maturities as term bonds, which will be subject to mandatory sinking fund redemption. See accompanying
"OFFICIAL NOTICE OF SALE" and "OFFICIAL BID FORM."
The Bonds, when issued, will constitute valid and legally binding obligations of the District and will be payable from the proceeds of an
annual ad valorem tax, without legal limitation as to rate or amount, levied against all taxable property within the District and
additionally from Net Revenues (as defined in the resolution authorizing issuance of the Bonds), if any, derived from the operation of the
Districts water and wastewater system. The District does not expect that Net Revenues will ever be sufficient in amount to contribute to
the payment of debt service on the Bonds. THE BONDS ARE SUBJECT TO SPECIAL INVESTMENT CONSIDERATIONS
DESCRIBED HEREIN. See "INVESTMENT CONSIDERATIONS."
The Bonds are offered by the District subject to prior sale, when, as and if issued by the District and accepted by the Underwriter,
subject, among other things, to the approval of the initial Bonds by the Attorney General of the State of Texas and the approval of
certain legal matters by Vinson & Elkins L.L.P., Bond Counsel, Houston and Austin, Texas. Delivery of the Bonds is expected on or
about June 12 2001, in Austin, Texas.
Selling: Tuesday, Mav 8, 2001, 5:45 P.M., Central Daylight Savings Time,
-.', in Austin, Texas
USE OF INFORMATION IN OFFICIAL STATEMENT 3
SALE AND DISTRIBUTION OF THE BONDS 4
Award of the Bonds 4
Prices and Marketability 4
Securities Laws 4
OFFICIAL STATEMENT SUMMARY 5
SELECTED FINANCIAL INFORMATION
(UNAUDITED) 8
THE BONDS 9
Description 9
Book -Entry-Only System 9
Method of Payment of Principal and Interest 10
Source of Payment 10
Funds. 11
Redemption Provisions 11
Authority for Issuance 11
Registration and Transfer 12
Replacement of Paying Agent/Registrar 12
Lost, Stolen or Destroyed Bonds 12
Issuance of Additional Debt 12
Annexation ...............13
Consolidation 13
Remedies in Event of Default 13
Legal Investment and Eligibility to Secure Public Funds
in Texas 13
Defeasance 14
USE AND DISTRIBUTION OF BOND PROCEEDS 15
THE DISTRICT 16
General 16
Description and Location 16
Planned Land Use 16
Status of Development 17
Homebuilders 17
Other Development 17
Future Development 17
MANAGEMENT OF THE DISTRICT 18
THE DEVELOPERS 19
General 19
RH of Texas Limited Partnership 19
Robertson Stephens Residential Fund, L.P. 19
THE SYSTEM 20
Regulation 20
Water Supply and Distribution 20
Wastewater Collection and Treatment 20
Storm Drainage 20
Waterworks and Sewer System Operating Statement 21
FINANCIAL INFORMATION CONCERNING THE
DISTRICT (UNAUDITED) 22
Valuation and Debt Information 22
Investments of the District 22
Outstanding Bonds 22
Debt Service Requirements 23
Estimated Overlapping Debt 24
TABLE OF CONTENTS
2
TAX DATA 24
District Taxes 24
Historical Tax Rate Distribution 24
Historical Tax Collections 25
Tax Roll Information. 25
Principal Taxpayers 26
Tax Adequacy for Debt Service 26
Overlapping Taxes 27
TAXING PROCEDURES 27
Authority to Levy Taxes 27
Property Tax Code and County-Wide Appraisal District 27
Property Subject to Taxation by the District 27
Tax Abatement 281
Valuation of Property for Taxation 28
District and Taxpayer Remedies 29
Levy and Collection of Taxes 29
District's Rights in the Event of Tax Delinquencies 29
The Effect of FIRREA on Tax Collections of the District 301
INVESTMENT CONSIDERATIONS 30
General 30
Factors Affecting Taxable Values and Tax Payments 30
Maximum Impact on District Tax Rates 31
Tax Collection Limitations and Foreclosure Remedies 31
Registered Owners' Remedies 31
Bankruptcy Limitation to Registered Owners' Rights 311
Future Debt 32
Marketability of the Bonds 32
Continuing Compliance with Certain Covenants 32
LEGAL MATTERS 32
Legal Proceedings 32
Tax Exemption 321
Tax Accounting Treatment of Original Issue
Discount Bonds 331
Qualified Tax- Exempt Obligations 34
PREPARATION OF OFFICIAL STATEMENT 35
Sources and Compilation of Information 35
Financial Advisor 35
Consultants 35
Updating the Official Statement 35
Certification of Official Statement 35 1
CONTINUING DISCLOSURE OF INFORMATION 36
Annual Reports 36
Matenal Event Notices 36
Availability of Information from NRMSIRs and SID 361
Limitations and Amendments 37
Compliance with Prior Undertakings 37
MISCELLANEOUS 371
APPENDIX A— Financial Statement of the District
USE OF INFORMATION IN OFFICIAL STATEMENT
No dealer, broker, salesman or other person has been authorized to give any information or to make any
representations other than those contained in this OFFICIAL STATEMENT, and, if given or made, such other information
or representation must not be relied upon as having been authorized by the District.
This OFFICIAL STATEMENT is not to be used m an offer to sell or the solicitation of an offer to buy in any state
in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified
to do so or to any person to whom it is unlawful to make such offer or solicitation.
All of the summaries of the statutes, resolutions, contracts, audited financial statements, engineering and other
related reports set forth in this OFFICIAL STATEMENT are made subject to all of the provisions of such documents.
These summaries do not purport to be complete statements of such provisions, and reference is made to such documents,
copies of which are available from First Southwest Company, the District's fmancial advisor (the "Financial Advisor"), 1021
Main Street, Suite 2200, Houston, Texas 77002, for further information.
This OFFICIAL STATEMENT contains, in part, estimates, assumptions and matters of opinion which are not
intended as statements of fact, and no representation is made as to the correctness of such estimates, assumptions or matters
of opinion, or as to the likelihood that they will be realized. Any information and expressions of opinion herein contained
are subject to change without notice and neither the delivery of this OFFICIAL STATEMENT nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no change in the affairs of the District or other
matters described herein since the date hereof. However, the District has agreed to keep this OFFICIAL STATEMENT
current by amendment or sticker to reflect material changes in the affairs of the District and, to the extent that information
actually comes to its attention, the other matters described in the Official Statement until delivery of the Bonds to the
Underwriter and thereafter only as specified in "PREPARATION OF OFFICIAL STATEMENT — Updating the Official
Statement" and "CONTINUING DISCLOSURE OF INFORMATION."
3
ti'
•
• SALE AND DISTRIBUTION OF THE BONDS
t1
Award of the Bonds
After requesting competitive bids for the Bonds, the District accepted the bid resulting in the lowest net effective
interest rate, which bid was tendered by (the "Underwriter ") bearing the interest rates
shown on the cover page hereof, at a price of % of the par value thereof plus accrued interest to the date of delivery
which resulted in a net effective interest rate of % as calculated pursuant to Chapter 1204, Texas Government Code
(the "IBA" method).
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 the Bonds have been offered for
sale 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.
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; nor have the Bonds 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.
4
OFFICIAL STATEMENT SUMMARY
The following is a brief summary of certain information contained herein which is qualified in its entirety by the
detailed information appearing elsewhere in this OFFICIAL STATEMENT. The summary should not be detached and
should be used in conjunction with more complete information contained herein.
THE BONDS
Description... Fern Bluff Municipal Utility District Waterworks and Sewer System Combination
Unlimited Tax and Revenue Bonds, Series 2001, in the aggregate principal amount of
52,135,000 maturing serially on May 1 m each year 2002 through 2020, both inclusive,
in the principal amounts set forth on the cover page. Interest will accrue from June 1,
2001 at the rates per annum set forth on the cover page hereof and will be payable on
November 1, 2001 and on each May 1 and November 1 thereafter until the earlier of
maturity or redemption. The Bonds will be issued pursuant to the Bond Resolution, in
fully registered form only, in denominations of $5,000 or any integral multiple of
$5,000 for any one maturity. See THE BONDS."
Redemption... Bonds maturing on or after May 1, 2011 are subject to redemption at the option of the
District prior to their maturity dates on May 1, 2010, or on any date thereafter at a price
of par value plus unpaid accrued interest from the most recent interest payment date to
the date fixed for redemption. See "THE BONDS— Redemption Provisions.'
Use of Proceeds... Proceeds of the Bonds will be used to pay for the items shown herein under "USE AND
DISTRIBUTION OF BOND PROCEEDS." In addition, Bond proceeds will be used to
capitalize the lesser of $69,388 or six (6) months' of interest on the Bonds; pay interest
on funds advanced by certain developers on behalf of the District; and pay legal fees,
financial advisory fees, administrative costs and certain other costs and engineering fees
related to the issuance of the Bonds. See "USE AND DISTRIBUTION OF BOND
PROCEEDS" and "THE SYSTEM."
Authorityforlssuance... The Bonds are the sixth series of bonds issued out of an aggregate of 545,000,000
principal amount of waterworks and sewer system combination unlimited tax and
revenue bonds authorized by the District's voters for the purpose of purchasing and
constructing a water, wastewater and/or storm drainage system. See "INVESTMENT
CONSIDERATIONS — Future Debt," "THE BONDS— Authority for Issuance" and "—
Issuance of Additional Debt."
Source and Security
for Payment.. Principal of and interest on the Bonds are payable from the proceeds of a continuing,
direct, annual ad valorem tax, without legal limitation as to rate or amount, levied
against taxable property within the District and additionally from Net Revenues (as
defined in the Bond Resolution), if any, derived from operation of the District's water
and wastewater system. The District does not anticipate that Net Revenues will ever be
sufficient in amount to contribute to the payment of debt service. The Bonds are
obligations of the District and are not obligations of the City of Round Rock,
Williamson County, the State of Texas or any entity other than the District. See "THE
BONDS — Source of Payment."
Municipal Bond Rating and
Municipal Bond Insurance...
The District has applied for municipal bond insurance. If qualified, the purchase of
municipal bond insurance will be at the option of the Underwriter and at the expense of
the Underwriter.
Standard & Poor's has assigned an underlying rating to the District of " " An
explanation of the rating may be obtained from Standard & Poor's, 55 Water Street,
New York, New York 10041. The fee associated with the rating assigned to the District
by Standard & Poor's will be paid by the District; however, the fee associated with
ratings provided by other agencies will be at the expense of the Underwriter.
5
Qualified Tax - Exempt
Obligations ..
Bond Counsel..
General Counsel... Armbrust Brown & Davis L.L.P., Austin, Texas. See "MANAGEMENT OF THE
DISTRICT."
Disclosure Counsel... Fulbright & Jaworski L.L.P., Houston, Texas.
Financial Advisor... First Southwest Company, Houston, Texas. See "MANAGEMENT OF THE
DISTRICT."
Paying Agent/Registrar... Bank One, Texas, N.A., Austin, 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 THIS ENTIRE
OFFICIAL STATEMENT WITH RESPECT TO THE INVESTMENT SECURITY OF
THE BONDS, PARTICULARLY THE SECTION CAPTIONED "INVESTMENT
CONSIDERATIONS."
Description. .
Location...
The Developers...
The District will designate the Bonds as "qualified tax- exempt obligations" pursuant to
section 265(b) of the Internal Revenue Code of 1986, as amended, and will represent
that the total amount of tax exempt obligations (including the Bonds) issued by it during
calendar year 2001 is not reasonably expected to exceed $10,000,000. See "LEGAL
MATTERS— Qualified Tax - Exempt Obligations."
Vinson & Elktns L L P , Houston and Austin, Texas. See "MANAGEMENT OF THE
DISTRICT" and "LEGAL MATTERS."
TILE DISTRICT
The District is a political subdivision of the State of Texas, created by order of the
Texas Water Commission (predecessor to the Texas Natural Resource Conservation
Commission) on June 10, 1986, under Article XVI, Section 59 of the Texas
Constitution, and operates pursuant to Chapters 49 and 54 of the Texas Water Code, as
amended. The District consists of approximately 701 acres of land. See "THE
DISTRICT — General."
The District is located approximately 16 miles north of the central downtown business
district of the City of Austin and 3 miles west of the City of Round Rock, Texas and lies
wholly within the exclusive extraterritorial jurisdiction of the City of Round Rock (see
"THE BONDS — Annexation ") and within the Round Rock Independent School
District. The District is comprised of two non - contiguous parcels of land. Access to the
Fem Bluff and Stone Canyon subdivisions is provided by Interstate Highway 35 from
Austin to Ranch Road 620 to Wyoming Springs Road and access to Oak Brook
subdivision is provided by Ranch Road 620 to Great Oaks Drive. See "THE
DISTRICT — Description and Location."
RH of Texas Limited Partnership ( "RH of Texas "), a Maryland limited partnership
whose general partner is Ryland Homes of Texas, Inc., a Texas corporation and whose
limited partners are Ryland Home Investment — Texas, Inc. and The Ryland Group,
Inc., both Maryland corporations, developed or is currently developing approximately
159 acres within the District as the subdivision of Oak Brook. RH of Texas has
retained the services of RMD & Co., Inc., a local development firm, to manage the
development of Oak Brook.
Robertson Stephens Residential Fund, L.P. ( "Robertson Stephens "), a limited
partnership with a real estate portfolio of residential land development projects, has
been or currently is developing approximately 336 acres of land within the District as
the subdivisions of Fem Bluff and Stone Canyon. The fund is managed by RS
Investment Management Company, an investment management company based in San
Francisco, California. Robertson Stephens has retained The Blake Magee Company, a
local land development company, to manage the development of its property within the
District and other areas in Austin. See "THE DEVELOPERS."
RH of Texas and Robertson Stephens are collectively referred to herein as the
"Developers."
6
Status ofDevelopment...
Water and Wastewater...
Payment Record...
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 single - family residential subdivisions of Fern Bluff, Stone Canyon and Oak Brook
(collectively, 1,901 single - family lots on approximately 535 acres). As of March 1,
2001, 1,721 homes were completed in the District (including 5 model homes), 101
homes were under construction and 79 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 Fem Bluff Elementary School has been constructed. All developable land in the
District has been provided with water distribution, wastewater collection and storm
drainage facilities. See "INVESTMENT CONSIDERATIONS— Undeveloped
Acreage," "THE DISTRICT — Status of Development" and "THE SYSTEM."
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, except as described below, is provided by a
regional wastewater collection and treatment project known as the Brushy Creek
Regional Project (the "Regional Project "). Participants in the Regional Project include
the Lower Colorado River Authority ( "LCRA ") and the Cities of Round Rock, Cedar
Park and Austin. Wastewater treatment for the District is provided by the LCRA
through its participation in the Regional Project. According to the District's engineer,
the District's share of the Regional Project is sufficient to serve the District at full
development. See "THE SYSTEM."
The District has previously issued $15,180,000 of waterworks and sewer system
combination unlimited tax and revenue bonds in five series and $1,210,000 in
waterworks and sewer system combination unlimited tax and refunding bonds in one
series. The District currently has $13,795,000 of such bonds outstanding as of May 2,
2001 (the "Outstanding Bonds "). The Distract has never defaulted on either the
principal or interest payments on the Outstanding Bonds. See "FINANCIAL
INFORMATION CONCERNING THE DISTRICT —Debt Service Requirements."
7
SELECTED FINANCIAL INFORMATION (UNAUDITED) '
1999 Certified Taxable Appraised Valuation (100% of Market Value) $164,172,191 (a)
2000 Certified Taxable Appraised Valuation (100% of Market Value) $243,298,938 (a)
Gross Direct Long -Term Debt Outstanding $ 15,930,000 (b)
Estimated Overlapping Debt 1 1,037,701 (c)
Gross Direct Long -Term Debt and Estimated Overlapping Debt $ 26,967,701 (b,c)
Ratio of Gross Long -Term Debt to:
2000 Certified Taxable Appraised Valuation 6.55% (b)
Ratio of Gross Long -Term Debt and Estimated Overlapping Debt to:
2000 Certified Taxable Appraised Valuation 11.08% (b)
Funds Available for Debt Service:
Debt Service Fund Balance as of January 31, 2001 $ 2,457,615 (e)
Capitalized Interest 69,388 (d)
Total $2,527,003 (e,f)
Funds Available for Operations and Maintenance as of January 31, 2001 $1,222,087 (f)
Average Annual Debt Service Requirement (2002 -2020) $1,370.692 (b)
Maximum Annual Debt Service Requirement (2019) $1 381 300 (b)
2000 Debt Service Tax Rate $0.4600 (g)
2000 Maintenance Tax Rate 0.1282
Total $0.5882
Tax Rate Required to Pay Average Annual Debt Service (2002 -2020) at 95% Collection Rate
Based Upon the 2000 Certified Taxable Appraised Valuation $0.594 (g) 1
Tax Rate Required to Pay Maximum Annual Debt Service (2019) at 95% Collection Rate =�_
Based Upon the 2000 Certified Taxable Appraised Valuation $0.598 (g)
Current Tax Collections (1996 - 2000) 97.37%
Status of Development as of March 1, 2001
Total Homes (Including 5 Model Homes) 1,721
Homes Under Construction 101
Vacant Developed Lots 79
Estimated Population 6,006 (h)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
As certified by the Williamson County Appraisal District.
After the issuance of the Bonds. See "FINANCIAL INFORMATION CONCERNING THE DISTRICT —Debt
Service Requirements."
See "FINANCIAL INFORMATION CONCERNING THE DISTRICT— Estimated Overlapping Debt."
The District will capitalize the lesser of six (6) months of capitalized interest on the Bonds or $69,388.
Does not exclude the District's estimated 2001 debt service payments in the amount of $1,179,399.
Neither the Bond Resolution nor Texas law requires the District to maintain any specific balances.
In connection with the issuance of the Bonds, the TNRCC recommended a tax rate for debt service of not less than
$ in the initial year of the Bonds. See "THE BONDS — Authority for Issuance" and "TAX DATA — District
Taxes."
Based upon 3.5 residents per completed single - family residence.
8
PRELIMINARY OFFICIAL STATEMENT
$2,135,000
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 BONDS
SERIES 2001
This Official Statement provides certain information in connection with the issuance by Fern Bluff Municipal
Utility District (the "District ") of its $2,135,000 Waterworks and Sewer System Combination Unlimited Tax and Revenue
Bonds, Series 2001 (the "Bonds ").
The Bonds are issued pursuant to the Texas Constitution, the general laws of the State of Texas, a resolution
authorizing the issuance of the Bonds (the "Bond Resolution ") adopted by the Board of Directors of the District (the
"Board ") and an order of the Texas Natural Resource Conservation Commission (the "TNRCC ").
This Official Statement includes descriptions, among others, of the Bonds and the Bond Resolution, and certain
other infomiation about the District and the developers. 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 First
Southwest Company (the "Financial Advisor ") at 1021 Main Street, Suite 2200, Houston, Texas 77002.
THE BONDS
Description
The Bonds will be dated June 1, 2001, with interest payable each May 1 and November 1, beginning November 1,
2001 (the "Interest Payment Date "), and will mature on the dates and in the amounts shown on the cover page hereof. The
Bonds are issued in fully registered form, in denominations of $5,000 or any integral multiple of $5,000. The Bonds are
being issued as serial bonds maturing on May 1 in each year 2002 through 2020.
Book - Entry - Only System
The Depository Trust Company (defined as "DTC "), New York, New York, 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). One fully- registered certificate will be issued for each maturity of the Bonds and will be deposited with DTC.
DTC 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 securities that its participants ( "Direct Participants ")
deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book -entry changes in Direct Participants' accounts,
thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers
and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and
dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ( "Indirect Participants "). The Rules applicable to DTC and its Direct Participants are on file with the
Securities and Exchange Commission.
Purchasers of Bonds under the DTC system must be made by or through Direct Participants, which will receive a
credit for such purchases 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 or Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are 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 interest in the Bonds are to be
accomplished by entries made on the books of Direct Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book -entry
system described herein is discontinued.
9
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co.
effect no 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 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 Cede & Co.
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.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to Bonds. Under its
usual procedures, DTC mails an Omnibus Proxy to the issuer 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 and interest payments on the Bonds will be made to Cede & Co. or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's
receipt of funds and corresponding detail information from the issuer or the Paying Agent, on payable date in accordance
with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying
Agent or the issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is
the responsibility of the issuer or the Paying Agent, disbursement of such payments to Direct Participants is the responsibility
of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving
reasonable notice to the District. Under such circumstances, in the event that a successor securities depository is not
obtained, Bonds 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, Bonds will be printed and delivered.
According to DTC, the foregoing information with respect to DTC has been provided to the industry for
informational purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind.
Information concerning DTC and the Book - Entry-Only System has been obtained from DTC and is not guaranteed
as to accuracy or completeness by, and is not to be construed as a representation by the District or the Underwriter.
Method of Payment of Principal and Interest
In the Bond Resolution, the Board has appointed Bank One, Texas, N.A., in Austin, Texas as Paying
Agent/Registrar for the Bonds. The principal of the Bonds shall be payable, without exchange or collection charges, in any
coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due
the United States of America. In the event the Book -Entry -Only System is discontinued, interest on each Bond shall be
payable by check payable on each Interest Payment Date, mailed by the Paying Agent/Registrar on or before each Interest
Payment Date to the Registered Owner of record as of the fifteenth (15 day of the month immediately preceding each
Interest Payment Date (defined herein as the "Record Date "), to the address of such Registered Owner as shown on the
Paying Agent/Registrar's records (the "Register ") or by such other customary banking arrangements as may be agreed upon
by the Paying Agent/Registrar and the Registered Owners at the risk and expense of the Registered Owners and principal of
the Bonds shall be payable upon their presentation and surrender as they respectively become due and payable, at the
principal payment office of the initial Paying Agent in Austin, Texas.
If the date for payment of the principal of or interest on any Bond is not a business day, then the date for such
payment shall be the next succeeding business day, as defined in the Bond Resolution.
Source of Payment
While the Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, the District
covenants to levy and annually assess and collect in due time, form and manner, and at the same time as other District taxes
are appraised, levied and collected, in each year, beginning with the current year, a continuing direct annual ad valorem tax,
10
Funds
11
without limit as to rate, upon all taxable property in the District sufficient to pay the interest on the Bonds as the same
becomes due and to pay each installment of the principal of the Bonds as the same matures, with full allowance being made
for delinquencies and costs of collection. In the Bond Resolution, the District covenants that said taxes are irrevocably
pledged to the payment of the interest on and principal of the Bonds and to no other purpose.
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.
In the Bond Resolution, the Debt Service Fund is created, and the proceeds from all taxes levied, appraised and
collected for and on account of the Bonds authorized by the Bond Resolution shall be deposited, as collected, in such fund.
Accrued interest on the Bonds and the lesser of six (6) months' capitalized interest or $69,388 shall be deposited
into the Debt Service Fund upon receipt. The remaining proceeds of sale of the Bonds shall be deposited into the Capital
Projects Fund, to be used for the purpose of reimbursing the Developers for the construction costs of a portion of the System
paid by each of them, and for paying the costs of issuance of the Bonds. Any monies remaining in the Capital Projects Fund
after completion of construction of the entire system (as herein defined) will be used as described in the Bond Resolution or
ultimately transferred to the Debt Service Fund. See "USE AND DISTRIBUTION OF BOND PROCEEDS" and "THE
SYSTEM" for a complete description of the use of Bond proceeds and the projects related thereto.
Redemption Provisions
The District reserves the right, at its option, to redeem the Bonds maturing on or after May 1, 2011, prior to their
scheduled maturities, in whole or in part, in integral multiples of $5,000, on May 1, 2010, or any date thereafter, at a price of
par value plus accrued interest on the principal amounts called for redemption to the date fixed for redemption. If fewer than
all of the Bonds are redeemed at any time, the particular maturities of Bonds to be redeemed shall be selected by the District.
If less than all the Bonds of any maturity are redeemed at any time, the particular 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 Bonds are in book - entry-only form).
Notice of any redemption identifying the 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 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 Bonds are to be surrendered for payment and, if
fewer than all the Bonds outstanding within any one maturity are to be redeemed, the numbers of the 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 Bonds or portions thereof to be redeemed, plus accrued interest
to the date fixed for redemption. When 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 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 Bond or portion
thereof called for redemption shall terminate on the date fixed for redemption.
Authority for Issuance
At a bond election held within the District on June 30, 1986, the voters of the District authorized the issuance of
$45,000,000 principal amount of waterworks and sewer system combination unlimited tax and revenue bonds. See "Issuance
of Additional Debt" below.
By order, the TNRCC authorized the District to sell the Bonds subject to certain restrictions, including the use of
Bond proceeds as summarized in "USE AND DISTRIBUTION OF BOND PROCEEDS."
The Bonds are issued by the District pursuant to the terms and conditions of the Bond Resolution, Article XVI,
Section 59 of the Texas Constitution, and Chapters 49 and 54 of the Texas Water Code, as amended.
Before the Bonds may be issued, the Attorney General of Texas must pass upon the legality of certain related
matters. The Attomey General of Texas does not guarantee or pass upon the safety of the Bonds as an investment or upon
the adequacy of the information contained in this OFFICIAL STATEMENT.
Registration and Transfer
So long as any Bonds remain outstanding, the Paying Agent/Registrar 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 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 authonzed 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 a Record Date and ending 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 Paving Agent/Registrar
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 TNRCC, necessary to provide and maintain
improvements and facilities consistent with the purposes for which the District was created. See "THE DISTRICT —
General." The District's voters have authorized the issuance of $45,000,000 of waterworks and sewer system combination
unlimited tax and revenue bonds for the purpose of providing water, wastewater and storm drainage facilities to the land
within its boundaries. Following the issuance of the Bonds, the District will have $27,685,000 of waterworks and sewer
system combination unlimited tax and revenue bonds authorized but unissued.
The District is also authorized by statute to engage in fire- fighting activities and to issue bonds payable from taxes
for such purpose. Before the District could issue fire - fighting bonds payable from taxes, the following actions would be
required: (a) amendments to the existing City of Round Rock ordinance specifying the purposes for which the District may
issue bonds; (b) authorization of a detailed master plan and bonds for such purpose by the qualified voters in the District; (c)
12
approval of the master plan and issuance of bonds by the TNRCC; and (d) approval of bonds by the Attorney General of
Texas. However, it is not anticipated at this time that such bonds will be issued by the District. Issuance of bonds for fire-
fighting activities could dilute the investment security for the Bonds.
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 Austm.
Chapter 42, Texas Local Government Code, provides that, within the limits described therein, the unincorporated
area contiguous to the corporate limits of any city comprises that city's ETJ. The size of ETJ depends in part on the city's
population. For the City of Round Rock the ETJ consists of all the contiguous unincorporated areas, not a part of any other
city or that city's ETJ within two (2) miles of the corporate limits of the City of Round Rock. With certain exceptions, a city
may annex territory only within the confines of its ETJ. When a city annexes additional territory, the city's ETJ expands in
conformity with such annexation.
The District may be annexed by the City of Round Rock without the District's consent; however, under Texas law,
the City of Round Rock cannot annex territory within the District unless it annexes the entire District. If the District is
annexed, the City of Round Rock will assume the District's assets and obligations (including the Bonds) and dissolve the
District. Annexation of territory by the City of Round Rock is a policy - making matter within the discretion of the Mayor and
the City Council of the City of Round Rock, and therefore, the District makes no representation that the City of Round Rock
will ever annex the District and assume its debt. Moreover, no representation is made concerning the ability of the City of
Round Rock to make debt service payments should annexation occur.
Consolidation
A special purpose district (such as the District) has the legal authority to consolidate with other districts and, in
connection therewith, to provide for the consolidation of its assets, such as cash and the utility system, with the water and
wastewater systems of districts with which it is consolidating as well as its liabilities (which would include the Bonds). No
representation is made concerning the likelihood of consolidation.
Remedies in Event of Default
Other than a writ of mandamus, the Bond Resolution does not provide a specific remedy for a default. Although a
Registered Owner could presumably obtain a judgment against the District for a default in the payment of principal or
interest, such judgment could not be satisfied by execution against any property of the District. If the District defaults, a
Registered Owner could petition for a writ of mandamus issued by a court of competent jurisdiction compelling and
requiring the District and the District's officials to observe and perform the covenants, obligations or conditions prescribed in
the Bond Resolution. Such remedy might need to be enforced on a periodic basis. The enforcement of a claim for payment
on the Bonds would be subject to the applicable provisions of the federal bankruptcy laws, any other similar laws affecting
the rights of creditors of political subdivisions, and general principles of equity. See "INVESTMENT
CONSIDERATIONS— Registered Owners' Remedies—Bankruptcy Limitation to Registered Owners' Rights."
Legal Investment and Eligibility to Secure Public Funds in Texas
Pursuant to Section 49.186, Texas Water Code, and Chapter 1201, Texas Government Code, the Bonds, whether
rated or unrated, are (a) legal investments for banks, savings banks, trust companies, building and loan associations, savings
and loan associations, insurance companies, fiduciaries, and trustees and (b) legal investments for public funds of cities,
villages, school districts and other political subdivisions or public agencies of the State. The Bonds are also eligible under
the Public Funds Collateral Act, Chapter 2257, Texas Government Code, to secure deposits of public funds of the State or
any political subdivision or public agency of the State and are lawful and sufficient security for those deposits to the extent of
their market value. Most political subdivisions in the State of Texas are required to adopt investment guidelines under the
Public Funds Investment Act, Chapter 2256, Texas Government Code, and such political subdivisions may impose other,
more stringent, requirements in order for the Bonds to be legal investments of such entity's funds or to be eligible to serve as
collateral for their funds.
The District has not reviewed the laws in other states to determine whether the Bonds are legal investments for
various institutions in those states or eligible to serve as collateral for public funds in those states. The District has made no
investigation of any other laws, rules, regulations or investment criteria that might affect the legality or suitability of the
Bonds for any of the above purposes or limit the authority of any of the above persons or entities to purchase or invest in the
Bonds.
13
Defeasance
The Bond Resolution provides that the District may discharge its obligations to the Registered Owners of any or all
of the Bonds to pay principal, interest and redemption price thereon in any manner permitted by law. Under current Texas
law, such discharge may be accomplished either (i) by depositing with the Comptroller of Public Accounts of the State of
Texas a sum of money equal to the principal of, premium, if any, and all interest to accrue on the Bonds to maturity or
redemption or (ii) by depositing with any place of payment (paying agent) of the Bonds or other obligations of the District
payable from revenues or from ad valorem taxes or both, amounts sufficient to provide for the payment and/or redemption of
the Bonds; provided that such deposits may be invested and reinvested only m (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 descnbed 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) expressly reserves the right to call the Bonds for redemption in the proceedings providing for
the firm banking and financial arrangements, (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.
14
USE AND DISTRIBUTION OF BOND PROCEEDS
The estimated use and distribution of Bond proceeds is shown below. The construction costs below were compiled
by Gray-Jansing & Associates, Inc., the District's engineer (the "Engineer "), and were submitted to the TNRCC in the
District's Bond Application. Non - construction costs are based upon either contract amounts, or estimates of various costs by
the Engineer and the Financial Advisor. The actual amounts to be reimbursed by the District and the non - construction costs
will be finalized after the sale of the Bonds and review by the District's auditor.
I. CONSTRUCTION COSTS
COST PAID
BY DISTRICT
A. Water Distribution, Wastewater Collection and Storm Drainage Facilities
1. Stone Canyon, Section Seven A $257,566
2. Stone Canyon, Section Eight 183,199
3. Stone Canyon, Section Seven B and Seven C 282,236
4. Stone Canyon, Section Eight C 196,405
5. Oakbrook, Section Two B 249,992
6. Oakbrook, Section Four B 222,457
7. Engineering, Plan Review and Inspection 148,647
8. Contingency 23 932
Total Construction Costs S1,564,435
II. NON - CONSTRUCTION COSTS
A. Legal Fees $64,050
B. Financial Advisory Fees 42,700
C. Capitalized Interest (a) 69,388
D. Printing and Issuance Costs 26,139
E. Bond Discount (3 %) 64,050
F. Bond Report 21,350
G. TNRCC Fee (.25 %) 5,338
H. Developer Interest 277.550
Total Non- Construction Costs $ 570,565
TOTAL BOND ISSUE REQUIREMENT $2,135,000
(a) The TNRCC approved a maximum of $69,388 of capitalized interest.
15
General
THE DISTRICT
The District is a municipal utility district created by an order of the Texas Water Commission (predecessor to the
TNRCC) 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 TNRCC
and the voters of the District.
The District is also empowered to establish, operate, and maintain parks and recreational facilities, but cannot use
• bond proceeds to finance such facilities. The District has established and operates and maintains an improved park
(including tennis courts, a soccer field and a basketball court) and is in the process of establishing greenbelt and nature trail
areas.
The TNRCC 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 Fem 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.
Planned Land Use
The District contains approximately 701 acres. Single - family residential development currently 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.
16
Status of Development
Single Family: Homes constructed in the District typically range in market value (including lot price) from $90,000
to $300,000. The status of home construction and sales in the District as of March 1, 2001, is as follows:
Section
Homes Vacant
Approximate Under Homes Model Developed
Acreage Construction Completed Homes Lots Total
Fern Bluff
Section One, Phase 2 17 . 0 52 0 0 52
Section Two, Phases 1 and 2 50 0 235. 0 0 235
Section Three -A, Phases 1 & 2 27 0 148 0 0 148
Stone Canyon
Section One 50 138 138
Section Two 6 23 23
Section Three 10 36 36
Section Four 38 142 142
Section Five -A and B 23 85 85
Section Six-A, B and C 50 215 215
Section Seven -A, B & C 49 4 50 5 147
Section Eight -A, B & C 57 3 120 21 176
Oak Brook
Section One 66 1 196 0 1 198
Section Two -A and B 37 6 139 0 2 147
Section Three 29 7 78 0 1 86
Section Four -A and B 26 7 59 5 2 73
' Total 535 101 1,716 5 79 1901
Homebuilders
Homes are being built in Oak Brook by The Ryland Group and, pursuant to option take -down contracts in Stone
Canyon with Newmark, David Weekley Homes and Hammonds Homes.
Other Development
The Fem Bluff Elementary School is located on approximately 22 acres within the District owned by the Round
Rock Independent School District.
Future Development
The District is currently planned as a predominantly single - family development. The entire District is served with
water distribution, wastewater collection or storm drainage facilities. See "INVESTMENT CONSIDERATIONS — Future
Debt" and "THE SYSTEM."
17
MANAGEMENT OF THE DISTRICT
Board of Directors
The District is governed by the Board, consisting of five (5) directors, which has control over and management
supervision of all affairs of the District. Directors are elected to four -year terms and elections are held on the first Saturday
of May in even numbered years only. All of the members of the Board reside in the District. Directors have staggered four -
year terms. The current members and officers of the Board along with their titles, occupations and terms, are listed as
follows:
District
Board Primary Term
Name Title Occupation Expires
Jean I. Cochran President Realtor May 2002
Michael E. Hines Vice President Self - employed May 2002
Glen Luepnitz Secretary Lab Director May 2004
Randy Owens Treasurer Contractor May 2004
Theresa Thompson Assistant Secretary/
Treasurer Homemaker May 2004
The District does not have a general manager or other full -time employees, but contracts for certain necessary
services as described below.
District Consultants
Tax Appraisal: The Williamson County Appraisal District has the responsibility of appraising all property within
the District. See "TAXING PROCEDURES."
Tax Collector: The District has appointed an independent tax collector to perform the tax collection function.
Debra Hunt the Williamson County Tax Collector (the "Tax Collector ") has been employed by the District to serve in this
capacity.
Engineer• The District's consulting engineer is Gray - Lansing & Associates, Inc. (the "Engineer").
General Manager: The operator of the District's internal water and wastewater system is Eco- Resources, Inc. In
addition Eco- Resources, Inc. acts as the District's bookkeeper.
Auditor: The District's audited financial statements for the fiscal year ended September 30, 2000, were prepared by
Pena Swayze & Co., L.L.P., Certified Public Accountants. See "APPENDIX A" for a copy of the District's audited financial
statements.
Financial Advisor: First Southwest Company serves as the District's Financial Advisor. The Financial Advisor's
fee for services rendered in connection with the issuance of the Bonds is based on a percentage of the Bonds actually issued,
sold and delivered and, therefore, such fee is contingent upon the sale and delivery of the Bonds. The Financial Advisor has
been authorized through a resolution of the Board to submit a bid for the purchase of the Bonds.
General Counsel: Armbrust Brown & Davis L.L.P. serves as general counsel to the District. The fees of Armbrust
Brown & Davis L.L.P. in connection with the issuance of the bonds are contingent, in part, upon the sale and delivery of the
Bonds. The fees of Armbmst Brown & Davis L.L.P. in connection with their capacity as general counsel are based upon
time charges actually incurred and invoiced to the District on a monthly basis.
Bond Counsel: The District has engaged Vinson & Elkins L.L.P. as Bond Counsel in connection with the issuance
of the District's bonds. The fees of Bond Counsel are contingent upon the sale and delivery of the Bonds.
18
General
THE DEVELOPERS
Land development activities within the District are being conducted by RH of Texas and Robertson Stephens. In
general, such activities consist of purchasing the land within the District, designing the subdivision and utilities and streets to
be placed therein, designing community facilities, defining a marketing program and building schedule, securing necessary
governmental approvals and permits for development and arranging for the construction of streets and the installation of
utilities (including, in some cases water, sewer, and drainage facilities pursuant to the rules of the TNRCC, as well as gas,
telephone, and electric service). In most instances, the developer is required to pay up to thirty percent (30 %) of the cost of
constructing certain of the water, wastewater and drainage facilities in the utility district pursuant to the rules of the TNRCC.
The relative success or failure of the developer to perform such activities in development of the property within a utility
district may have a profound effect on the security for the bonds issued by a district.
The activity currently being conducted by the developers which own vacant developed lots within the District,
includes maintaining their respective lots or tracts, paying ad valorem taxes, including the ad valorem tax levied by the
District and assessments on such land, and marketing the property or building homes on developed lots. The developers are
under no obligation to the District to develop property that they own in the District. Furthermore, there are no restrictions on
a developers' rights to sell any and all of the land which such developer owns within the District. Therefore, the District
cannot predict the pace at which additional homes will be built upon developed lots within the District. See "INVESTMENT
CONSIDERATIONS— Dependence on the Developers" and "TAXING PROCEDURES— District and Taxpayer Remedies."
RH of Texas Limited Partnership
RH of Texas Limited Partnership ( "RH of Texas "), a Maryland limited partnership whose general partner is Ryland
Homes of Texas, Inc., a Texas corporation and whose limited partners are Ryland Home Investment Texas, Inc., and The
Ryland Group, Inc., both Maryland corporations, has developed Oak Brook, Sections One, Two, Two -B, Three, Four -A and
Four -B.
As of March 1, 2001, RH of Texas owned approximately vacant developed lots within the District. RH of
Texas has retained the services of RMD & Co., Inc., a local development fum to manage the development of Oak Brook.
RH of Texas obtains financing for its homebuilding and development activities through an unsecured credit
agreement with a group of banks with a total borrowing capacity of $300 million. Further information regarding the financial
condition of The Ryland Group may be obtained by contacting The Ryland Group at 11000 Broken Land Parkway,
Columbia, Maryland. The Ryland Group files periodic reports with the Securities and Exchange Commission (the
"Commission "), pursuant to the Securities Exchange Act of 1934, as amended. Such reports may be inspected and copied, at
prescribed rates, at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at the regional offices of the Commission located at Seven World Trade Center, New
York, New York 10048, and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates.
Robertson Stephens Residential Fund, L.P.
Development in Fern Bluff, Sections One, Two and Three and Stone Canyon, Sections One, Two, Three, Four,
Five, Six, Seven and Eight is being conducted by Robertson Stephens Residential Fund, L.P. ( "Robertson Stephens "), a
limited partnership with a real estate portfolio of residential land development projects. The fund is managed by RS
Investment Management Company, an investment management company based in San Francisco, California. Robertson
Stephens has retained The Blake Magee Company to manage the development of its property within the District. As of
March 1, 2001, Robertson Stephens owned 48 vacant developed lots within the District.
19
Water Supply and Distribution
THE SYSTEM
Regulation
According to the Engineer, the District's improvements that are to be financed with the proceeds from the Bonds
have been or will be designed and the corresponding plans prepared in accordance with accepted engineering practices and
specifications and the approval and permitting requirements of the TNRCC, Williamson County and the City of Round Rock,
as applicable. Construction of the proposed facilities is subject to inspection by the TNRCC, the City of Round Rock and
Williamson County. Each of the aforementioned entities exercises continuing jurisdiction over the System.
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 the obligation to construct
water mains, an elevated storage tank and other system improvements, for which its pro rata share is to be reimbursed
through the issuance of bonds. 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 currently expected to
provide sufficient water to provide service for the District's full build -out.
Storage of water for the District is provided by a 1,500,000 gallon elevated storage tank located within the District
and jointly used by the District (529,500 gallons), Brushy Creek Municipal Utility District (formerly Williamson County
MUD No. 2) (604,800 gallons) and the City of Round Rock (365,700 gallons). The District, a former developer in the
District and Brushy Creek MUD (formerly, Williamson County Municipal Utility District No. 2) have entered into an
Agreement Regarding Reservoir Construction and Operation (the "Reservoir Construction Agreement "). The Reservoir
Construction Agreement provides for the financing, construction and joint use of the 1,500,000 gallon elevated water storage
tank and associated facilities located within the District and maintenance and operation of the facilities. Each participant will
own an undivided share in the facilities equal to their pro rata capacity. This storage capacity will serve the District at full
development.
•
Transportation and distribution of water to the District is accomplished through a series of waterlines of which the
District is served on a pro rata basis. 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 Lower Colorado River Authority
( "LCRA ") and the Cities of Round Rock, Cedar Park and Austin. The District receives its service through LCRA's share of
capacity in the Regional Project. According to the Engineer, the District's share of the LCRA's capacity will be sufficient to
serve the District at full development.
The District's prior wastewater service agreement with the City of Austin was terminated upon the approval and
implementation of the District's agreement with the LCRA for service.
Storm Drainage
The drainage system has been designed in accordance with the standards of the General Drainage Policy as set by
the Cities 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.
20
Waterworks and Sewer System Operating Statement
Principal of and interest on the Bonds are payable from the proceeds of a continuing, direct, annual ad valorem tax,
without legal limitation as to rate or amount, levied against taxable property within the District and additionally from Net
Revenues, 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 following statement sets forth in condensed form the General Operating Fund as shown in the District's audited
financial statements for the years ending September 30, 1996 through September 30, 2000. Accounting principles
customarily employed in the determination of net revenues have been observed and in all instances exclude depreciation.
9/30/00 9/30/99 9/30/98 9/30/97 9/30/96
Revenues:
Maintenance Tax $ 246,927 $102,160 $ 88,911 $ 57,495 $ 62,974
Water and Wastewater Service 1,292,302 988,827 699,567 459,324 339,075
Tap Connection and Sewer
Inspection Fees 312,000 251,200 248,200 112,932 174,000
Interest 104,447 51,465 45,988 34,332 15,842
Miscellaneous 14,088 12,045 10,860 7,746 10,526
Polybutylene Pipe Repair 0 0 0 0 283,680(a)
Other (b) 0 0 0 394.107 0
Total Revenue
$1,969,764 $1,405,697 $ 1,093,526 $1,065,936 $886,097
Expenditures:
Professional Fees
& Contractual Services $ 209,575 $165,869 $ 131,343 $ 128,968 $134,939
Water and Wastewater
Purchases 786,226 619,615 503,295 371,236 296,666
Utilities Service 23,731 18,413 13,088 14,992 14,636
Repairs and Maintenance (e) 91,725 78,918 106,834 73,578 50,401
Capital Outlay 0 4,525 46,747 6,812 295,262(a)
Grant Assistance 68,160 23,603 0 0 0
Miscellaneous 25,419 27.940 10.471 12,250 39.146
Total Expenditures $1,217,805 $938,883 $ 823,203 $ 607,836 $831,050
NET REVENUES $ 751,959 5466,814 $ 270,323 $ 458,100 $ 55,047
General Operating Fund
Balance (Beginning of Year) $1,497,546 $1,030,732 $ 760,409 $302,309 $247,262
General Operating Fund
Balance (End of Year) $2,249,505j) $1,497,546 $ 1,030,732 $760,409 $302,309(b)l
(a) The District accepted a settlement offer in the amount of $199,000 from one of the manufacturers of polybutylene
pipe that was installed during the early stage of development of the District and which the District claimed was
defective. The District also received $84,680 from Milburn Investments, Inc. that, at that time, retained ownership
of some of the defective water pipe. The project is now complete.
(b) Represents other financing sources comprised primarily of developer contributions and transfers from capital
project fund.
fc) Includes park maintenance.
(d) In January 2001. the Board transferred $1,000.000 to a separate fund dedicated to park improvements.
21
Fiscal Year Ended
FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED)
Valuation and Debt Information
1999 Certified Taxable Appraised Valuation (100% of Market Value) $164,172,191 (a)
2000 Certified Taxable Appraised Valuation (100% of Market Value) $243,298,938 (a)
Gross Direct Long -Term Debt Outstanding $15,930,000
Estimated Overlapping Debt 11,037,701
Gross Direct Long -Term Debt and Estimated Overlapping Debt $26,967,701
Ratio of Gross Long-Term Debt to:
2000 Certified Taxable Appraised Valuation 6.55%
Ratio of Gross Long -Tenn Debt and Estimated Overlapping Debt to:
2000 Certified Taxable Appraised Valuation 11.08%
Debt Service Fund Balance as of January 31, 2001 $2,457,615 (b,c)
Funds Available for Operations and Maintenance as of January 31, 2001 $1,222,087 (c)
(a) As certified by the Williamson County Appraisal District.
(b) Does not exclude the District's 2001 debt service payments in the amount of $1,179,399.
(c) Neither the Bond Resolution nor Texas law requires the District to maintain such balances.
Investments of the District
The District's investment goal is to minimize credit and market risks while maintaining a competitive yield on its
portfolio. Funds of the District are invested either in short term U.S. Treasuries or certificates of deposit insured by the
Federal Deposit Insurance Corporation ( "FDIC ") or secured by collateral evidenced by perfected safekeeping receipts held
by a third party bank. The District does not currently own, nor does it anticipate the inclusion of, long term securities or
derivative products in the District portfolio.
Outstanding Bonds
The District has previously issued five (5) series of waterworks and sewer system combination unlimited tax and
revenue bonds and one (1) series of unlimited tax refunding bonds. The following table lists the original principal amount of
all series of bonds issued by the District and the outstanding principal amount of the bonds as of May 2, 2001.
Original Principal
Principal Currently
Series Amount Outstanding
1991 $ 1,500,000 $ 50,000
1993 700,000 575,000
1996 4,350,000 3,880,000
1997 * 1,210,000 1,075,000
1998 4,880,000 4,575,000
2000 3.750.000 3.640.000
Refunding Bonds
Total $16,390,000 $13,795,000
22
Debt Service Requirements
The following sets forth the actual debt service requirements for the Outstanding Bonds and the estimated debt
service on the Bonds at an estimated 6.50% per annum. This schedule does not reflect the fact that an amount equal to the 1
lesser of six (6) months' interest on the Bonds or $69,388 will be capitalized from the proceeds of the sale of the Bonds to
pay debt service.
Outstanding
Bonds Total
Debt Service Plus: Debt Service on the Bonds Debt Service
Due Requirements Principal Interest Total Requirements
2001 $ 1,179,398.76 $ 0.00 $ 57,822.92 $ 57,822.92 $ 1,237,221.68
2002 1,178,681.26 60,000.00 136,825.00 196,825.00 1,375,506.26
2003 1,174,346.26 65,000.00 132,762.50 197,762.50 1,372,108.76
2004 1,176,278.76 65,000.00 128,537.50 193,537.50 1,369,816.26
2005 1,171,753.76 70,000.00 124,150.00 194,150.00 1,365,903.76
2006 1,171,002.51 75,000.00 119,437.50 194,437.50 1,365,440.01
2007 1,170,103.76 80,000.00 114,400.00 194,400.00 1,364,503.76
2008 1,171,640.01 85,000.00 109,037.50 194,037.50 1,365,677.51
2009 1,169,011.88 95,000.00 103,187.50 198,187.50 1,367,199.38
2010 1,169,317.50 100,000.00 96,850.00 196,850.00 1,366,167.50
2011 1,172,408.75 105,000.00 90,187.50 195,187.50 1,367,596.25
2012 1,173,265.00 115,000.00 83,037.50 198,037.50 1,371,302.50
2013 1,176,761.25 120,000.00 75,400.00 195,400.00 1,372,161.25
2014 1,172,938.75 130,000.00 67,275.00 197,275.00 1,370,213.75
2015 1,176,630.00 135,000.00 58,662.50 193,662.50 1,370,292.50
2016 1,177,056.25 145,000.00 49,562.50 194,562.50 1,371,618.75
2017 1,179,256.25 155,000.00 39,812.50 194,812.50 1,374,068.75
2018 1,178,543.75 165,000.00 29,412.50 194,412.50 1,372,956.25
2019 1,183,100.00 180,000.00 18,200.00 198,200.00 1,381,300.00
2020 1,183,143.75 190,000.00 6,175.00 196,175.00 1,379,318.75
Total: $23,504,638.21 $2,135,000.00 $ 1,640,735.42 $ 3,775,735.42 $27,280,373.63
Projected Average Annual Debt Service Requirements (2002 -2020) $1,370.692
Projected Maximum Annual Debt Service Requirement (2019) $1.381,300
23
Estimated Overlappina Debt
The following table indicates the general obligation indebtedness, defined as outstanding debt payable from ad
valorem taxes, of governmental entities within which the District is located and the estimated percentages and amounts of
such indebtedness attributable to property within the District. Debt figures equated herein to outstanding bonds payable from
ad valorem taxes are based upon data obtained from Texas Municipal Reports compiled and published by the Municipal
Advisory Council of Texas. Furthermore, certain entities listed below may have issued additional bonds since the date listed.
Political subdivisions overlapping the District are authorized by Texas law to levy and collect ad valorem taxes for the
purposes of operation, maintenance and/or general revenue purposes in addition to taxes for the payment of debt service.
Outstanding
Taxing Bonds Overlapping
Jurisdiction asof3 /31/00 Percent Amount
Williamson County $ 126,505,000 1.98% $2,504,799
Round Rock
Independent School District 341,316,094 2.50% 8,532,902
Total Estimated Overlapping Debt $11,037,701
The District's Total Direct Debt (a) 15.930.000
Total Direct and Estimated Overlapping Debt $26,967,701
Direct and Estimated Overlapping Debt as a Percentage of:
2000 Certified Taxable Appraised Value of $243,298,938 11.08%
(a) Includes the Bonds and Outstanding Bonds
District Taxes
Historical Tax Rate Distribution
TAX DATA
Debi 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. See "Historical Tax Rate Distribution" and "Tax Roll Information" below.
Maintenance Tax: The Board has the statutory authority to levy and collect an annual ad valorem tax for the
operation and maintenance of the District, if such a maintenance tax is authorized by the District's voters. A maintenance tax
election was conducted June 30, 1986, and voters of the District authorized, among other things, the Board to levy a
maintenance tax at a rate not to exceed $1.50 per $100 appraised valuation. A maintenance tax is in addition to taxes which
the District is authorized to levy for paying principal of and interest on the Bonds. See "Historical Tax Rate Distribution" for
the historical maintenance levy of the District. See "Debt Service Tax" above.
2000 1999 1998 1997 1996
•
Maintenance $0.1282 50.15 $0.10 $0.10 $0.10
Debt Service 0.4600 (152 0.62 0 62 (162
Total $0.5882 $0.67 $0.72 $0.72 $0.72
24
Historical Tax Collections
The following statement of tax collections sets forth in condensed form a portion of the historical tax experience of
the District. Such table has been prepared for inclusion herein, based upon information obtained from the District's audited
financial statements and its general manager. Reference is made to such statements and records for further and complete
information. See "Tax Roll Information" below.
Net Certified
Taxable
Appraised Tax Total(b) Current Collections Total Collections (c) Fiscal Year
Valuation(al Rate Tax Levy Amount Percent Amount Percent Ended 9/30
2000 $243,298,938 $0.5882 $1,431,084 $1,376,170 96.16% $1,376,170 96.16% (d)
1999 164,172,191 0.6700 1,099,954 1,090,578 98.17% 1,099,483 98.97% 2000
1998 111,953,236 0.7200 802,059 790,598 98.77% 792,663 99.03% 1999
1997 92,135,852 0.7200 663,378 627,252 94.55% 627,252 94.55% 1998
1996 57,632,018 0.7200 414,951 410,473 99.22% 411,560 99.48% 1997
(a) Net valuation represents final gross appraised value as certified by the Williamson County Appraisal District (the
"Appraisal District ") less any exemptions granted. See "Tax Roll Information" below for gross appraised value and
exemptions granted by the District.
(b) Represents actual tax levy, including any adjustments by the Appraisal District, as of the date hereof.
(c) Represents the collections as of the fiscal year end, plus collections from prior years, for the years ended September
30, 1996 through 2000.
(d) Represents tax collections from October 1, 2000 to February 28, 2001.
Tax Roll Information
The District's appraised value as of January 1 of each year is used by the District in establishing its tax rate. The
following represents the composition of property comprising the 1996 through 2000 Certified Appraised Valuations.
Type of Property Gross Net
Tax Roll Personal Appraised Appraised
Year Land and Improvements Property Valuations Exemptions Valuations
2000 $249,432,763 $2,508,228 $251,940,691 $(8,641,753) $243,298,938
1999 170,737,111 2,240,975 172,978,086 (8,632,732) 164,172,191
1998 118,753,234 993,047 119,746,281 (7,793,045) 111,953,236
1997 99,176,361 847,887 100,024,248 (7,787,153) 92,237,095
1996 64,442,850 757,816 65,200,666 (7,568,648) 57,632,018
25
Principal Taxpayers
The following table represents the principal taxpayers, the type of property, the taxable appraised value of such
property, and such property's appraised value as a percentage of the District's 2000 Certified Taxable Appraised Valuation of
$243,298,938.
Taxable % of 2000
Type of Appraised Certified Taxable
Taxpayer Property Value Appraised Valuation
RH of Texas Land, Improvements and
Personal Property $_ % I
Robertson Stephens Land, Improvements and
Personal Property _ %
Weekley Homes Land, Improvements and
Personal Property _ _% I
Hammond Homes Land, Improvements and
Personal Property % 1
Legacy Homes Land, Improvements and
Personal Property _ _%
Texas Utilities Electric Personal Property _%
Newmark Homes Land, Improvements and
Personal Property _%
Homeowner Land and Improvements
Total $ _% 1
Tax Adequacy for Debt Service
The tax rate calculations set forth below are presented to indicate the tax rates per $100 appraised valuation which
would be required to meet average annual and maximum debt service requirements if no growth in the District's tax base
occurred beyond the 2000 Certified Taxable Appraised Valuation of 8243,298,938. The calculations contained in the
following table merely represent the tax rates required to pay principal of and interest on the Bonds and the Outstanding
Bonds when due, assuming no further increase or any decrease in taxable values in the District, collection of ninety-five
percent (95 %) of taxes levied, the sale of no additional bonds, and no other funds are available for the payment of debt
service. See "FINANCIAL INFORMATION CONCERNING THE DISTRICT —Debt Service Requirements:
Average Annual Debt Service Requirement (2002 -2020) $1.370.692
$0.594 Tax Rate on 2000 Certified Taxable Appraised Valuation $1.372.
Maximum Annual Debt Service Requirement (2019) $1,381,300
$0.598 Tax Rate on 2000 Certified Taxable Appraised Valuation $1,382,181
26
Overlapping Taxes
Property within the District is subject to taxation by several taxing authorities in addition to the District. On
January 1 of each year a tax lien attaches to property to secure the payment of all taxes, penalties and interest imposed on
such property. The lien exists in favor of each taxing unit, including the District, having the power to tax the property. The
District tax lien is on a parity with tax liens of taxing authorities shown below. In addition to ad valorem taxes required to
pay debt service on bonded debt of the District and other taxing authorities, certain taxing jurisdictions, including the
District, are also authorized by Texas law to assess, levy and collect ad valorem taxes for operation, maintenance,
administrative and/or general revenue purposes.
Set forth below are the taxes levied within the District for the 2000 tax year by all taxing jurisdictions, including the
2000 rate of the District. No recognition is given to local assessments for civic association dues, fire department
contributions, solid waste disposal charges or any other levy of entities other than political subdivisions.
2000
Tax Rate
Per $100
Appraised Valuation
Williamson County (including Williamson County Farm Road) $0.2995
Round Rock Independent School District 1.7086
Williamson County ESD No. 2 0.0300
Total Overlapping Tax Rate $2.0381
The District 0.5882
Total Tax Rate $2.6263
TAXING 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 Outstanding Bonds and
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
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 —Debt Service Tax — Maintenance Tax."
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 County 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 County Appraisal Review Board (the "Appraisal
Review Board ").
Property Subject 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
27
development associations, religious organizations, and qualified schools; designated historical sites; and most individually
owned automobiles. In addition, the District may by its own action exempt residential homesteads of persons sixty -five (65)
years of age 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 of taxable valuation depending upon the disability rating of the veteran claiming
the exemption, and qualifying surviving spouses of persons 65 years of age or older will be entitled to receive a residential
homestead exemption equal to the exemption received by the deceased spouse. See "TAX DATA."
Residential Homestead Exemptions: The Property Tax Code authorizes the governing body of each political
subdivision in the State of Texas to exempt up to twenty percent (20 %) 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."
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.
Tax Abatement
Williamson County may designate all or part of the area within the District as a reinvestment zone. Thereafter,
Williamson County, the Round Rock Independent School District, the City of Round Rock and the District, 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 agreement. 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. 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 may be used, whichever is appropriate.
Nevertheless, certain land may be appraised at less than market value under the Property Tax Code. In November
1997, Texas voters approved a constitutional amendment to limit increases in the appraised value of residence homesteads to
ten percent (10 %) 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 fair 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
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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 sets forth notice and hearing procedures for certain tax rate increases by the District and
provides for taxpayer referenda which could result in the repeal of certain tax increases. 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.
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 based upon the valuation of property within the District as of
the preceding January 1. The District must adopt a tax rate for the current tax year before the later of September 30 or the
60th day after the date the certified appraisal roll is received by the District. If the District does not set a tax rate by
September 30 or the 60th day after its tax roll is certified, the tax rate is automatically set at the lower of the effective tax rate
calculated for that tax year or the prior year's tax rate If the proposed tax rate exceeds the lower of the statutorily calculated
rollback tax rate or one hundred three percent (103 %) of the effective tax rate, the District's board must hold a public
hearing. If the proposed maintenance and operation tax rate exceeds the statutorily calculated effective tax rate by more than
eight percent (8 %), qualified voters of the District may petition for an election to determine whether to limit the maintenance
and operation tax rate to no more than eight percent (8 %) above the effective tax rate. Taxes are due October I, or when
billed, whichever comes later, and become delinquent after January 31 of the following year. A delinquent tax incurs a
penalty of nine percent (9 %) 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 of up to
fifteen percent (15 %) if imposed by the District. The delinquent tax also accrues interest at a rate of one percent (1 %) for
each month or portion of a month it remains unpaid. The Property Tax Code also makes provision for the split payment of
taxes, discounts for early payment and the postponement of the delinquency date of taxes under certain circumstances which,
at the option of the District, may be rejected. The District has rejected such provisions and does not permit split payments
nor provide discounts for early payments.
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 "TAX DATA — Overlapping Taxes "). 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 or by bankruptcy
proceedings which restrict the collection of taxpayer debts. 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. See "INVESTMENT CONSIDERATIONS — General" and " —Tax Collection
Limitations and Foreclosure Remedies."
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The Effect of FIRREA on Tax Collections of the District
The Financial Institutions Reform, Recovery and Enforcement Act of 1989 ( "FIRREA "), enacted on August 9,
1989, contains certain provisions which affect the time for protesting property valuations, the fixing of tax liens and the
collection of penalties and interest on delinquent taxes on real property owned by the Federal Deposit Insurance Corporation
( "FDIC ") when the FDIC is acting as the conservator or receiver of an insolvent financial institution.
Under FIRREA, real property held by the FDIC is still subject to ad valorem taxation, but such act states (i) that no
real property of the FDIC shall be subject to foreclosure or sale without the consent of the FDIC and no involuntary liens
shall attach to such property, (ii) the FDIC shall not be liable for any penalties, interest, or fines, including those arising from
the failure to pay any real or personal property tax when due, and (iii) notwithstanding failure of a person to challenge an
appraisal in accordance with state law, such value shall be determined as of the period for which such tax is imposed.
To the extent that the FDIC attempts to enforce the provisions of FIRREA, these provisions may affect the
timeliness of collection of taxes on property, if any, owned by the FDIC in the District, may prevent the collection of
penalties and interest on such taxes and may affect the valuation of such property.
General
INVESTMENT CONSIDERATIONS
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 of 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
Payment." The collection by the District of delinquent taxes owed to it and the enforcement by Registered Owners of the
District's obligation to collect sufficient taxes may be a costly and lengthy process. Furthermore, the District cannot and does
not make any representations that continued development of taxable property within the District will occur or that property in
the District will maintain taxable values sufficient to justify continued payment of taxes by property owners or that there will
be a market for the property. See "Registered Owners' Remedies" below.
Factors Affecting Taxable Values and Tax Payments
Economic Factors and Interest Rates: A substantial percentage of the taxable value of the District results from the
current market value of single- family residences and vacant developed lots. The market value of such homes and lots is
related to general economic conditions affecting the demand for such property. Demand for property of this type and the
construction of taxable improvements thereon can be significantly affected by factors such as interest rates, credit
availability, construction costs, energy availability and the prosperity and demographic characteristics and prospects of the
urban center toward which the marketing of lots is directed. Decreased levels of construction activity would tend to restrict
the growth of property values in the District or could adversely impact such values.
Although located approximately 16 miles from the central downtown business district of the City of Austin, the
success of development within the District and growth of the District taxable property values are, to a great extent, a function
of the Austin metropolitan and regional economies.
Competition: The demand for and construction of single- family homes in the District, which is 16 miles from
downtown Austin, could be affected by competition from other residential developments including other residential
developments located in other utility districts in the vicinity of the District, many of which have a more mature development
status. In addition to competition for new home sales from other developments, there are numerous previously -owned homes
in•more established neighborhoods closer to downtown Austin that are for sale. Such homes could represent additional
competition for new homes proposed to be sold within the District.
The competitive position of the developers or any future developer or builder in the sale of developed lots and of
prospective builders in the construction of single - family residential houses within the District is affected by most of the
factors discussed in this section. Such a competitive position is directly related to the growth and maintenance of taxable
values in the District and tax revenues to be received by the District. The District can give no assurance that building and
marketing programs in the District by any developer or builder will be implemented or, if implemented, will be successful.
Landowners /Developers Under No Obligation to the District: There are no commitments or obligations from the
Developers or any landowner to proceed at any particular rate or according to any specified plan with the construction of
homes in the District, and there is no restriction on the developers or any landowner's right to sell its land. Failure to
construct taxable improvements on developed lots and tracts would restrict the rate of growth of taxable value in the District.
The District is also dependent upon its principal taxpayers for the timely payment of ad valorem taxes, and the District
cannot predict what the future financial condition of any taxpayer will be or what effect, if any, such conditions may have on
their ability to pay taxes. See "TAX DATA — Principal Taxpayers."
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Maximum Impact on District Tax Rates
Assuming no further development, the value of the land and improvements currently within the District will be the
major determinant of the ability or willingness of owners of property within the District to pay their taxes. The 2000
Certified Taxable Appraised Valuation is $243,298,938. After issuance of the Bonds, the maximum annual debt service
requirement will be $1.381.300 (2019), and the average annual debt service requirement will be $1,370,692 (2002 -2020,
inclusive). Assuming no increase or decrease from the 2000 Certified Taxable Appraised Valuation, the issuance of no
additional debt, and no other funds available for the payment of debt service, tax rates of $0.598 and $0.594 per $100 of
appraised valuation at a ninety-five percent (95 %) collection rate would be necessary to pay the maximum annual debt
service requirement and the average annual debt service requirements, respectively.
While the District anticipates future increases in taxable values, it makes no representations that over the term of the
Bonds the property within the District will maintain a value sufficient to justify continued payment of taxes by property
owners. See "TAX DATA —Tax Adequacy for Debt Service." Decreases in the taxable value of the land within the District
would most likely result in increases in the tax rate of the District.
Tax Collection Limitations and Foreclosure Remedies
The District's ability to make debt service payments may be adversely affected by its inability to collect ad valorem
taxes. Under Texas law, the levy of ad valorem taxes by the District constitutes a lien in favor of the District on a parity with
the liens of all other local taxing authorities on the property against which taxes are levied, and such lien may be enforced by
judicial foreclosure. The District's ability to collect ad valorem taxes through such foreclosure may be impaired by market
conditions limiting the proceeds from a foreclosure sale of such 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. Attorney's fees and other costs of collecting any such taxpayer's delinquencies could substantially
reduce the net proceeds to the District from a tax foreclosure sale. _Finally, any bankruptcy court with jurisdiction over
bankruptcy proceedings initiated by or against a taxpayer within the District pursuant to the Federal Bankruptcy Code could
stay any attempt by the District to collect delinquent ad valorem taxes assessed against such taxpayer. See "Bankruptcy
Limitation to Registered Owners' Rights" below. 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 appraised against the
debtor, including taxes that have already been paid.
Reeistered Owners' Remedies
Remedies available to Registered Owners of Bonds in the event of a default by the District in one or more of its
obligations under the Bond Resolution are limited. Although Texas law and the Bond Resolution provide that the Registered
Owners may obtain a writ of mandamus requiring performance of such obligations, such remedy must be exercised upon
each default and may prove time- consuming, costly and difficult to enforce. The Bond Resolution does not provide for
acceleration of maturity of the Bonds, appointment of a trustee to protect the interest of the Registered Owners or any other
additional remedy in the event of a default by the District and, consequently, the remedy of mandamus may have to be relied
upon from year - to-year. Since there is no trust indenture or trustee, the Registered Owners would have to initiate and finance
the legal process to enforce their remedies. The Bonds are not secured by an interest in the improvements financed with
Bond proceeds or any other property of the District. No judgment against the District is enforceable by execution of a levy
against the District's public purpose property. Further, the Registered Owners themselves cannot foreclose on property
within the District or sell property within the District in order to pay the principal of and interest on the Bonds.
Bankruptcy Limitation to Reeistered Owners' Rights
The enforceability of the rights and remedies of Bondholders may be limited by laws relating to bankruptcy,
reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions such as
the District. Texas law requires a municipal utility district such as the District to obtain the approval of the TNRCC as a
condition to seeking relief under the Federal Bankruptcy Code.
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 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 forced into bankruptcy involuntarily.
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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. 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 TNRCC pursuant to its rules regarding
issuance and feasibility of bonds and to approval by the City of Round Rock.
Marketability of the Bonds
The District has no understanding 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 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 more generally bought, sold or traded in the secondary market.
Continuing Compliance with Certain Covenants
Failure of the District to comply with certain covenants contained in the Bond Resolution on a continuing basis
prior to the maturity of the Bonds could result in interest on the Bonds becoming taxable retroactive to the date of original
issuance. See "LEGAL MATTERS."
LEGAL MATTERS
Legal Proceedings
Delivery of the Bonds will be accompanied by the unqualified approving legal opinion of the Attorney General of
Texas 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 limit as to rate or
amount, upon all taxable property within the District, and, based upon their examination of a transcript of certified
proceedings relating to the issuance and sale of the Bonds, the approving legal opinion of Bond Counsel, to a like effect and
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 Bonds 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 (the "Code ") 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 the adjusted current earnings adjustments for corporations.
Bond Counsel has reviewed the information appearing in this OFFICIAL STATEMENT under "THE BONDS
(except for information under the subcaption "— Annexation ")," "LEGAL MATTERS —Tax Exemption —Tax Accounting
Treatment of Original Issue Discount Bonds, and – Qualified Tax- Exempt Obligations" and "CONTINUING DISCLOSURE
OF INFORMATION" solely to determine whether such information fairly summarizes matters of law and the provisions of
the documents referred to therein. Bond Counsel has not, however, independently verified any of the factual information
contained in this OFFICIAL STATEMENT nor has it conducted an investigation of the affairs of the District or the
Developers 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.
The legal fees paid to 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 upon the sale and
delivery of the Bonds.
Tax Exemption
In the opinion of Vinson & Elkins L.L.P., Bond Counsel, (i) interest on the Bonds is excludable from gross income
for federal income tax purposes under existing law, (ii) certain "original issue discount" on the Bonds maturing on May 1, in
each of the years through (the "Original Issue Discount Bonds ") 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" below and (iii) the Bonds are not "private activity bonds" under the Code, 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 the adjusted current earnings adjustment for corporations.
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The Code imposes a number of requirements that must be satisfied for interest on state or local obligations, such as
the Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations on
the use of bond proceeds and the source of repayment of bonds, limitations on the investment of bond proceeds prior to
expenditure, a requirement that excess arbitrage earned on the investment of bond proceeds be paid periodically to the
United States and a requirement that the issuer file an information report with the Internal Revenue Service. The District has
covenanted in the Bond Resolution that it will comply with these requirements.
Bond Counsel's opinion will assume continuing compliance with the covenants of the Bond Resolution pertaining to
those sections of the Code which affect the exclusion from gross income of interest on the Bonds for federal income tax
purposes and, in addition, will rely on representations by the District, the District's financial advisor and the Underwriter
with respect to matters solely within the knowledge of the District, the District's financial advisor and the Underwriter,
respectively, which Bond Counsel has not independently verified. If the District should fail to comply with the covenants in
the Bond Resolution or if the foregoing representations 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.
The Code also imposes a twenty percent (20 %) alternative minimum tax on the "alternative minimum taxable
income" of a corporation, if the amount of such alternative minimum tax is greater than the amount of the corporation's
regular income tax. Generally, the alternative minimum taxable income of a corporation (other than any S corporation,
regulated investment company, REIT, RE1vIIC or FASIT), includes seventy-five percent (75 %) of the amount by which a
corporation's "adjusted current earnings" exceeds its other "altemative minimum taxable income." Because interest on tax -
exempt obligations, such as the Bonds, is included in a corporation's "adjusted current earnings," ownership of the Bonds
could subject a corporation to altemative minimum tax consequences.
Under the Code, taxpayers are required to report on their returns the amount of tax - exempt interest, such as interest
on the Bonds, received or accrued during the year.
Except as stated above and as stated below in "Tax Accounting Treatment of Original Issue Discount Bonds" and
"Qualified Tax - Exempt Obligations — Purchase of Bonds by Financial Institutions," Bond Counsel will express no opinion as
to any federal, state or local tax consequences resulting from receipt or accrual of interest on, or acquisition, or ownership or
disposition of, the Bonds.
Prospective purchasers of the Bonds should be aware that the ownership of tax- exempt obligations may result in
collateral federal income tax consequences to financial institutions, life insurance and property and casualty insurance
companies, certain S corporations with Subchapter C earnings and profits, individual recipients of Social Security or
Railroad Retirement benefits taxpayers who may be 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
qualifying for the earned income credit. In addition, certain foreign corporations doing business in the United States may be
subject to the "branch profits tax" on their effectively - connected earnings and profits, including tax - exempt interest such as
interest on the Bonds. These categories of prospective purchasers should consult their own tax advisors as to the
applicability of these consequences.
Bond Counsel's opinions are based on existing law, which is subject to change. Such opinions are further based on
Bond Counsel's knowledge of facts as of the date thereof. Bond Counsel assumes no duty to update or supplement its
opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention or to reflect any changes
in any law that may thereafter occur or become effective. Moreover. Bond Counsel's opinions are not a guarantee of result
and are not binding on the Internal Revenue Service (the "Service "); rather such opinions represent Bond Counsel's legal
iudgment based upon its review of existing law and in teliance upon the representations and covenants referenced above that
it deems relevant to such opinions. The Service has an ongoing audit program to determine compliance with rules that relate
to whether interest on state or local obligations is includable in gross income for federal income tax purposes. No assurance
can be given whether or not the Service will commence an audit of the Bonds. If an audit is commenced, in accordance with
its current published procedures the Service is likely to treat the District as the taxpayer and the Registered Owners may not
have a right to participate in such audit. 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 the ultimate outcome of the audit.
Tax Accounting Treatment of Original Issue Discount Bonds
The initial offering price for the Original Issue Discount Bonds may be less than the principal amount thereof (the
"Original Issue Discount Bonds "). In such case, Bond Counsel, under existing law and based upon the assumptions
hereinafter stated, will render an opinion to the effect that:
(a) The difference between (i) the principal amount payable at the maturity of each Original Issue Discount
Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond constitutes original issue discount
with respect to such Original Issue Discount Bond in the hands of an owner who has purchased such Original Issue Discount
Bond in the initial public offering of the Bonds; and
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(b) Such initial owner is entitled to exclude from gross income (as defined in section 61 of the Code) an
amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original
issue discount allocable to the period that such Original Issue Discount Bond continues to be owned by such owner.
In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated
maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the
hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such
Original Issue Discount Bond was held by such initial owner) is includable in gross income. (Because original issue discount
is treated as interest for federal income tax purposes, the discussion regarding interest on the Bonds under the caption "Tax
Exemption" generally applies, except as otherwise provided below, to original issue discount on an Original Issue Discount
Bond held by an owner who purchased such Bond at the initial offering price in the initial public offering of the Bonds, and
should be considered in connection with the discussion in this portion of the Official Statement.)
In rendering the foregoing opinion, Bond Counsel will assume, in reliance upon certain representations of the
Underwriter, that (a) the Underwriter has purchased the Bonds for contemporaneous sale to the public and (b) all of the
Original Issue Discount Bonds have been initially offered, and a substantial amount of each maturity thereof has been sold,
to the general public in arm's -length transactions for a price (and with no other consideration being included) not more than
the initial offering prices thereof stated on the cover page of this Official Statement. Neither the District nor Bond Counsel
warrants that the Original Issue Discount Bonds will be offered and sold in accordance with such assumptions. Certain of the
representations of the Underwriter, upon which Bond Counsel will rely in rendering the foregoing opinion, will be based
upon records or facts the Underwriter had no reason to believe were not correct.
Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated
maturity thereof (in amounts calculated as described below for each six -month period ending on the date before the
semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued
amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of determining the amount of
gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to
basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in
prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual
period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such
accrual period on such Bond.
The federal income tax consequences of the purchase, ownership, and redemption, sale or other disposition of
Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined
according to rules which differ from those described above. All owners of Original Issue Discount Bonds should consult
their own tax advisors with respect to the determination for federal, state, and local income tax purposes of interest accrued
upon redemption, sale or other disposition of such Original Issue 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 Original Issue
Discount Bonds.
Qualified Tax - Exempt Oblieations
The Code requires a pro rata reduction in the interest expense deduction of a financial institution to reflect such
financial institution's investment in tax- exempt obligations acquired after August 7, 1986. An exception to the foregoing
provision is provided in the Code for "qualified tax- exempt obligations" which include tax - exempt obligations, such as the
Bonds, (a) designated by the issuer as "qualified tax- exempt obligations" and (b) issued by a political subdivision for which
the aggregate amount of tax- exempt obligations (not including private activity bonds other than qualified 50I(c) (3) bonds)
to be issued during the calendar year is not expected to exceed $10,000,000.
The District will designate the Bonds as "qualified tax exempt obligations" and has represented that the aggregate
amount of tax- exempt obligations (including the Bonds) issued by the District and entities aggregated with the District under
the Code during calendar year 2001 is not expected to exceed $10,000,000 and that the District and entities aggregated with
the District under the Code have not designated more than $10,000,000 in "qualified tax- exempt obligations" (including the
Bonds) during calendar year 2001.
Based on the foregoing representations, Bond Counsel's opinion will state that the Bonds are "qualified tax - exempt
obligations" under existing law.
Notwithstanding this exception, financial institutions acquiring the Bonds will be subject to a twenty percent (20 %)
disallowance of allocable interest expense.
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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 Developer, the Engineer, the Tax Assessor /Collector, the Appraisal District and information
from other sources. All of these sources are believed to be reliable, but no guarantee is made by the District as to the
accuracy or completeness of the information derived from such sources, and its inclusion herein is not to be construed as a
representation on the part of the District to such effect 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
First Southwest Company is employed as the Financial Advisor to the District to render certain professional
services, including advising the District on a plan of fmancing and preparing the OFFICIAL STATEMENT, including the
OFFICIAL NOTICE OF SALE and the OFFICIAL BID FORM for the sale of the Bonds. In its capacity as Financial
Advisor, First Southwest Company has compiled and edited this OFFICIAL STATEMENT. The Financial Advisor has
reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to the District
and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction,
but the Financial Advisor does not guarantee the accuracy or completeness of such information.
Consultants
PREPARATION OF OFFICIAL STATEMENT
In approving this OFFICIAL STATEMENT the District has relied upon the following consultants. Each consultant
has consented to the use of information provided by such firms.
Engineer. The information contained in this OFFICIAL STATEMENT relating to engineering and to the
description of the System and, in particular that information included in the sections entitled "THE DISTRICT," and "THE
SYSTEM" has been provided by Gray - Jansing & Associates, Inc., and has been included herein in reliance upon the
authority of said firm as experts in the field of civil engineering.
Appraisal District: The information contained in this OFFICIAL STATEMENT relating to the historical Certified
Taxable Appraised Valuations and certain other historical data concerning tax rates and tax collections has been provided by
the Williamson County Appraisal District and has been included herein in reliance upon the authority of such entity as
experts in assessing the values of property in Williamson County, including the District.
Auditor: The District's audited financial statements for the fiscal year ended September 30, 2000, were prepared by
Pena Swayze & Co., L.L.P., Certified Public Accountants. See "APPENDIX A" for a copy of the District's audited financial
statement.
Updating the Official Statement
If, subsequent to the date of the Official Statement, the District learns, through the ordinary course of business and
without undertaking any investigation or examination for such purposes, or is notified by the Underwriter, of any adverse
event which causes the Official Statement to be materially misleading, and unless the Underwriter elects to terminate its
obligation to purchase the Bonds, the District will promptly prepare and supply to the Underwriter an appropriate
amendment or supplement to the Official Statement satisfactory to the Underwriter; provided, however, that the obligation of
the District to so amend or supplement the Official Statement will terminate when the District delivers the Bonds to the
Underwriter, unless the Underwriter notifies the District on or before such date that less than all of the Bonds have been sold
to ultimate customers, in which case the District's obligations hereunder will extend for an additional period of time (but not
more than 90 days after the date the District delivers the Bonds) until all of the Bonds have been sold to ultimate customers.
Certification of Official Statement
The District, acting through its Board 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 the light of the circumstances under which they are
made, not misleading. With respect to information included in this OFFICIAL STATEMENT other than that relating to the
District, the District has no reason to believe that such information contains any untrue statement of a material fact or omits
to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are
35
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.
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. This information will
be available to securities brokers and others who subscribe to receive the information from the vendors.
Annual Reports
CONTINUING DISCLOSURE OF INFORMATION
The District will provide certain updated financial information and operating data to certain information vendors
annually. The information to be updated includes all quantitative financial information and operating data with respect to the
District of the general type included in this Official Statement under the headings "THE DISTRICT," "THE SYSTEM,"
"FINANCIAL INFORMATION CONCERNING THE DISTRICT," "TAX DATA," "INVESTMENT
CONSIDERATIONS — Future Debt," and in "APPENDIX A." The District will update and provide this information within
six months after the end of each fiscal years ending in or after 2001. The District will provide the updated information to
each nationally recognized municipal securities information repository ( "NRMSIR ") and to any state information depository
( "SID") that is designated by the State of Texas and approved by the staff of the United States Securities and Exchange
Commission (the "SEC ").
The District may provide updated information in full text or may incorporate by reference certain other publicly
available documents, as permitted by SEC Rule 15c2 -12. The updated information will include audited financial statements
of the District and the Participants, if the District or the Participants commissions an audit and it is completed by the required
time. 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 each NRMSIR and any SID within such six month period, and audited
financial statements when the audit report on such statements becomes available. Any such financial statements will be
prepared in accordance with the accounting principles described in APPENDIX A or such other accounting principles as the
District may be required to employ from time to time pursuant to state law or regulation.
The District's fiscal year end is currently September 30. Accordingly, it must provide updated information by
March 31 in each year, unless the District changes its fiscal year. If the District changes its fiscal year, it will notify each
NRMSIR and any SID of the change.
Material Event Notices
The District will also provide timely notices of certain events to any SID and to either each NRMSIR or the
Municipal Securities Rulemaking Board ( "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. (Neither the Bonds nor the Bond Resolution make
any provision for liquidity enhancement.) In addition, the District will provide timely notice of any failure by the District to
provide information, data, or fmancial statements in accordance with its agreement described above under "Annual Reports."
The District will provide each notice described in this paragraph to any SID and to either each NRMSIR or the MSRB.
Availability of Information from NRMSIRs and SID
The District has agreed to provide the foregoing information only to the information vendors described above. The
information will be available to holders of Bonds only if the holders comply with the procedures and pay the charges
established by such information vendors or obtain the information through securities brokers who do so.
36
The Municipal Advisory Council of Texas has been designated by the State of Texas as a SID and has received a
no -action letter from the SEC dated August 29, 1995 that recognizes the Municipal Advisory Council of Texas as a SID.
The address of the Municipal Advisory Council of Texas is 600 West 8th Street, P.O. Box 2177, Austin, Texas 78768 -2177,
Attention: Laura Slaughter, Assistant Executive Director, and its telephone number is 512/476 -6947.
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 and beneficial owners of the Bonds may seek a writ of mandamus to compel the District to
comply with its agreement.
The District may amend its continuing disclosure agreement to adapt to changed circumstances that arise from a
change in legal requirements, a change in law, or a change in the identity, nature, status, or operations of the District but only
if the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds in the offering described herein
in compliance with SEC Rule I5c2 -12, taking into account any amendments and interpretations of the Rule to the date of
such amendment, as well as changed circumstances, and either the holders of a majority in aggregate principal amount of the
outstanding Bonds consent or any person unaffiliated with the District (such as a nationally recognized bond counsel)
determines that the amendment will not materially impair the interests of the beneficial owners of the Bonds. The District
may also amend or repeal the agreement if the SEC amends or repeals the applicable provisions of such rule or a court of
final jurisdiction determines that such provisions are invalid but in either case, only to the extent that its right to do so would
not prevent the Underwriter from lawfully purchasing the Bonds in the offering described herein. If the District so amends
the agreement, it has agreed to include with any fmancial information or operating data next provided in accordance with its
agreement described above under "Annual Reports" an explanation, in narrative form, of the reason for the amendment and
of the impact of any change in the type of financial information and operating data so provided.
Compliance with Prior Undertakings
Pursuant to an agreement made by the District concerning continuing disclosure in accordance with SEC Rule 15c2-
12 in connection with its issuance of $4,350,000 Waterworks and Sewer System Combination Unlimited Tax and Revenue
Bonds, Series 1996, the District's initial filing was made on April 7, 1997, which is subsequent to the date of March 31,
1997, required under the continuing disclosure agreement relating to the Series 1996 Bonds. The continuing disclosure
agreement made in connection with the Series 1996 Bonds was the District's first agreement made under the SEC Rule 15c2-
12. Except as described above, the District has complied with its prior continuing disclosure undertakings.
All estimates, statements and assumptions in this OFFICIAL STATEMENT and the APPENDICES hereto have
been made on the basis of the best information available and are believed to be reliable and accurate. Any statements in this
Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not
as representations of fact, and no representation is made that any such statements will be realized.
This Official Statement was approved by the Board of Directors of Fem Bluff Municipal Utility District, as of the
date shown on the cover page.
ATTEST:
/s/
Secretary, Board of Directors
MISCELLANEOUS
37
/s/
President, Board of Directors
APPENDIX A
Financial Statement
of the District
For the Year Ended September 30, 2000
1
This OFFICIAL NOTICE OF SALE does not alone constitute an invitation for bids on the Bonds bu,t is merely notice of sale of the
Bonds described herein. The invitation for bids is being made by means of this OFFICIAL NOTICE OF SALE, the
PRELIMINARY OFFICIAL STATEMENT and the OFFICIAL BID FORM attached hereto. Information contained in this
OFFICIAL NOTICE OF SALE is qualified in its entirety by the detailed information contained in the PRELIMINARY OFFICIAL
STATEMENT.
OFFICIAL NOTICE OF SALE
FERN BLUFF MUNICIPAL UTILITY DISTRICT
(A political subdivision of the State of Texas located within Williamson County)
$2,135,000
WATERWORKS AND SEWER SYSTEM
COMBINATION UNLIMITED TAX AND REVENUE BONDS
SERIES 2001
The Bonds are obligations solely of Fern Bluff Municipal Utility District (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.
THE BONDS ARE "QUALIFIED TAX - EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS
(See "LEGAL MATTERS— Qualified Tax- Exempt Obligations" in the PRELIMINARY OFFICIAL STATEMENT)
THE BONDS ARE SUBJECT TO INVESTMENT CONSIDERATIONS DESCRIBED IN THE PRELIMINARY OFFICIAL
STATEMENT
THE SALE
Bonds Offered for Sale by Competitive Bidding: The Board of Directors (the "Board ") of the District is inviting competitive bids
for the purchase of $2,135,000 Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2001 (the
"Bonds').
Address of Bids: Sealed bids, plainly marked "Bid for Bonds," should be addressed and delivered to President and Board of
Directors, Fern Bluff Municipal Utility District, c/o the offices of Gray- Jansing & Associates, Inc., 8217 Shoal Creek Boulevard,
Suite 200, Austin, Texas on or prior to bid opening. All bids must be submitted on the OFFICIAL BID FORM made a part hereof.
Bids by Telephone: Bidders should submit signed original Official Bid Forms to Ms. Julie Peak, First Southwest Company,
1021 Main Street, Suite 2200, Houston, Texas 77002, by 12:00 Noon on the sale date set forth herein. Bidders that have
provided signed bid forms will be contacted by a representative of First Southwest Company between 4:00 P.M., Central
Standard Time, and 4:45 P.M., on the date of the sale. Questions about this procedure should be addressed to Ms. Peak at
(713) 654 -8638.
Place and Time of Bid Opening: The Board will open and publicly read sealed bids for the purchase of the Bonds at the District's
office outside the Districts boundaries, at the offices of Gray- Jansmg & Associates, Inc., 8217 Shoal Creek Boulevard, Suite 200,
Austin, Texas, at 5:45 P.M., Central Standard Time, on Tuesday, May 8, 2001. Any bid received after the scheduled time for bid
opening will not be accepted by the Board and will be returned unopened.
Award of the Bonds: The District will take action to award the Bonds or reject all bids promptly upon the opening of bids. Upon
awarding the Bonds to the winning bidder (the "Underwriter "), the Board will adopt a resolution authorizing the issuance of the
Bonds (he "Bond Resolution "). Sale of the Bonds will be made subject to the terms, conditions and provisions of the Bond
Resolution to which Bond Resolution reference is hereby made for all purposes. The District reserves the right to reject any and
all bids an to waive any irregularities, except the time of filing.
Municipal Bond Insurance: The District has applied for municipal bond insurance. If qualified, the purchase of municipal bond
insurance will be at the option of the Underwriter at the expense of the Underwriter.
THE BONDS
Description of the Bonds: The Bonds will be dated and accrue interest from June 1, 2001, and interest will be payable on
November 1, 2001 (five months' interest) and on each May 1 and November 1 wafter until the earlier of maturity or prior
redemption. The Bonds will be issued in fully registered form only, in denominations of $5,000 or any integral multiple of $5,000
for any one maturity, and principal and interest will be paid by Bank One, Texas, N.A. (the "Paying AgentfRegisfrar"). Principal of
the Bonds will be payable to the registered owners (the "Registered Owners ") at maturty or pnor redemption upon resentation of
the Bonds to the Paying Agent/Registrar at its principal payment office in Austin, Texas. Interest on the Bonds will be payable by
check or draft, dated as of the interest payment date, and mailed on the interest payment date by the Paying Agent/Registrar to the
Registered Owners, as shown on the records of the Paying Agent/Registrar on the fifteenth (15th) day (whether or not a business
day) of the month prior to each interest payment date. See the PRE OFFICIAL STATEMENT (made a part hereof)
for a more complete description of the Bonds, including redemption provisions. The Bonds will mature serially on May 1 in the
years and amounts as follows:
YEAR PRINCIPAL YEAR PRINCIPAL YEAR PRINCIPAL YEAR PRINCIPAL
DUE AMOUNT DUE AMOUNT DUE AMOUNT DUE AMOUNT
2002 $ 60,000 2007 $ 80,000 2012 $ 115,000 2017 $ 155,000
2003 65,000 2008 85,000 2013 120,000 2018 165,000
2004 65,000 2009 95,000 2014 130,000 2019 180,000
2005 70,000 2010 100,000 2015 135,000 2020 190,000
2006 75,000 2011 105,000 2016 145,000
Redemption Provisions: Bonds maturing on or after May 1, 2011, are subject to redemption prior to maturity, at the
option of the District, as a whole or, from time to time in part, on May 1, 2010, or on any date thereafter, at a price of
par value plus unpaid accrued interest from the most recent interest payment date to the date fixed for redemption. If
less than all of the Bonds are redeemed at any time, the maturities of the Bonds to be redeemed shall be selected by the
District.
Mandatory Sinking Fund Redemption: If the successful bidder designates principal amounts to be combined into one or
more term bonds, each such term bond shall be subject to mandatory sinking fund redemption commencing on May 1 of
the first year which has been combined to form such term bond and continuing on May 1 in each year thereafter until the
stated maturity date of that term bond. The amount redeemed in any year shall be equal to the principal amount for such
year set forth on the cover page hereof under the captioned "Maturity Schedule." Bonds to be redeemed in any year by
mandatory sinking fund redemption shall be redeemed at par by lot or other customary method. The principal amount of
Term Bonds to be mandatorily redeemed in each year shall be reduced by the principal amount of Term Bonds that have
been redeemed in such year and have not been the basis for any prior optional redemption.
Other Terms and Covenants: Other terms of the Bonds and various covenants of the District are contained in the Bond
Resolution, which is described in the PRELIMINARY OFFICIAL STATEMENT, to which reference is made for all
purposes.
Source and Security of Payment: The Bonds will constitute valid and legally binding obligations of the District, with
principal and interest payable solely from the proceeds of a continuing, direct, annual ad valorem tax levied against all
taxable property located within the District, without legal limitation as to rate or amount and additionally from Net
Revenues (as defined in the Bond Resolution), if any, derived from the operation of the District's water and wastewater
system. 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.
Book -Entry -Only: The Bonds will be registered in the name of Cede & Co., a 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 participant for subsequent disbursement to the Beneficial Owners of the Bonds as described in the
Preliminary Official Statement. See "THE BONDS — Book -Entry-Only System" in the Preliminary Official Statement.
CONDITIONS OF TILE SALE
ii
Types of Bids and Interest Rates: The Bonds will be sold in one block on an "all or none" basis at a price of not less
than ninety-seven percent (97 %) of the par value plus accrued interest to the date fixed for delivery. Bidders are to
name the rate or rates of interest to be borne by the Bonds, provided that each interest rate bid must be in a multiple of
1/8 of 1% or 1/20 of 1 %. The net effective interest rate on the Bonds may not exceed %, which is two percentage
points (2 %) above the highest "20 Bond Index" as reported by the Bond Buyer during the thirty (30) day period prior to
the date of this OFFICIAL NOTICE OF SALE as calculated pursuant to Chapter 1204, Texas Government Code
(formerly Article 717k -2 of Vemon's Annotated Texas Civil Statutes) as amended. Subject to the conditions below, no
limitation will be imposed upon bidders as to the number of interest rates that may be used, but each rate of interest
specified for Bonds maturing in the years 2011 (base year) through 2020 shall not be less than the rate of interest
specified for any earlier maturity during such period and the highest interest rate bid may not exceed the lowest interest
rate bid by more than 2.0% in rate. All Bonds maturing within a single year must bear the same rate of interest. No bids
for the Bonds involving supplemental interest rates will be considered. Each bidder shall state in its bid the total and net
interest cost in dollars and the net effective interest rate determined thereby, which shall be considered informative only
and not as a part of the bid.
Basis of Award: For the purpose of awarding the sale of the Bonds, the interest cost of each bid will be computed by
determining, at the interest rate or rates specified therein, the total dollar value of all interest on the Bonds from the date
thereof to their respective maturities and adding thereto any discount bid, if any, or subtracting therefrom any premium
bid, if any. Subject to the District's right to reject any or all bids, the Bonds will be awarded to the bidder whose bid,
under the above computation, produces the lowest net interest cost to the District (the "Underwriter "). In the event of
mathematical discrepancies between the interest rate or rates and the interest cost determined therefrom, as both appear
on the OFFICIAL BID FORM, the bid will be solely governed by the interest rates shown on the OFFICIAL BID
FORM.
Good Faith Deposit: Each bid must be accompanied by a bank cashier's check payable to the order of "Fem Bluff
Municipal Utility District" in the amount of $42,700, which represents two percent (2 %) of the par value of the Bonds
(the "Good Faith Deposit "). Only a bank cashier's check will be accepted. The check will be considered as a Good
Faith Deposit, and the check of the Underwriter will be retained uncashed by the District pending the Underwriter's
compliance with the terms of the OFFICIAL BID FORM and this OFFICIAL NOTICE OF SALE. In the event the
Underwriter should fail or refuse to accept delivery of and pay for the Bonds in accordance with such terms, then the
Good Faith Deposit shall be cashed and the proceeds accepted by the District as full and complete liquidated damages
against the Underwriter. The Good Faith Deposit may accompany the OFFICIAL BID FORM or it may be submitted
separately; if submitted separately, it shall be made available to the District prior to the opening of the bids and shall be
accompanied by instructions from the bank on which it is drawn to authorize its use as a Good Faith Deposit by the
bidder, who shall be named in such instructions.
The Good Faith Deposit will be returned immediately after full payment has been made by the Underwriter to the
District in federal or immediately available fiords in the amount of the purchase price plus accrued interest thereon. No
interest will be paid on the Good Faith Deposit. The checks accompanying bids other than the winning bid will be
returned immediately after the bids are opened and an award of the Bonds has been made.
Financial Advisor's Right to Bid: First Southwest Company, the District's financial advisor (the "Financial Advisor "),
has been authorized through a resolution of the Board to bid on the Bonds.
DELIVERY AND ACCOMPANYING DOCUMENTS
Initial Delivery: The Bonds will be delivered as one initial bond payable in stated installments, in the aggregate
principal amount of $2,135,000 (the "Initial Bond "), exchangeable as set forth below. Delivery will be at the principal
payment office of the Paying Agent/Registrar. Payment for the Bonds must be made in immediately available funds for
unconditional credit to the District, or as otherwise directed by the District The Initial Purchaser will be given six (6)
business days notice of the time fixed for delivery of the Bonds. It is anticipated that initial delivery can be made on or
about June 12, 2001, and it is understood and agreed that the Initial Purchaser will accept delivery of and make payment
for the Bonds by 10:00 A.M., Houston Time on June 12, 2001, or thereafter on the date the Bonds are tendered for
delivery, up to and including July 6, 2001. If for any reason the District is unable to make delivery on or before July
2001, then the District shall immediately contact the Initial Purchaser and offer to allow the Initial Purchaser to extend
its offer for an additional thirty (30) days. If the Initial Purchaser does not elect to extend its offer within six (6)
business days thereafter, then its Good Faith Deposit will be returned, and both the District and the Initial Purchaser
shall be relieved of any further obligation.
Delivery of Exchange Bonds: Upon presentment of the Initial Bond and upon payment for the Initial Bond at the time
of the Initial Delivery, the Paying Agent/Registrar shall cancel the Initial Bond and deliver an Exchange Bond for each
maturity, registered in the name of Cede & Co., as nominee for DTC, in denominations of $5,000 or any integral
multiple of $5,000 for any one maturity in accordance with DTC's Book -Entry-Only System. See "THE BONDS —
Book- Entry-Only System" in the Preliminary Official Statement.
CUSIP Numbers: It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the
failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal
by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this OFFICIAL NOTICE
OF SALE. The Financial Advisor will obtain CUSIP identification numbers from the CUSIP Service Bureau, New
York, New York prior to the date of sale. CUSIP identification numbers will be made available to the Underwriter at
the time the Bonds are awarded or as soon thereafter as practicable. The CUSIP Service Bureau charge for the
assignment of the numbers shall be the responsibility of and shall be paid by the Underwriter.
Conditions to Delivery: The obligation to take up and pay for the Bonds is subject to the following conditions: issuance
of an approving opinion of the Attorney General of Texas, the legal opinion of Bond Counsel, and the No
Certificate, all of which are described herein, and the non - occurrence of the events described below under the caption
"No Material Adverse Change." In addition, if the District fails to comply with its obligations described under
"GENERAL CONSIDERATIONS —Final Official Statement" herein, the Underwriter may terminate its contract to
purchase the Bonds by delivering written notice to the District within five (5) days thereafter.
Legal Opinions: The District will furnish without cost to the Underwriter a transcript of certain certified proceedings
incident to the issuance and authorization of the Bonds, including a certified copy of the unqualified approving legal
opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the
State of Texas, to the effect that the Bonds are valid and binding obligations of the District, and, based upon an
examination of such transcript of proceedings, the approving legal opinion of Vinson & Elkins L L P., Bond Counsel,
Austin, Texas, to a like effect and to the effect that the interest on the Bonds is excludable from gross income for federal
income tax purposes under existing law and that the Bonds are not private activity bonds.
Certification Regarding Offering Price of Bonds: In order to provide the District with information to enable it to comply
with certain conditions of the Internal Revenue Code of 1986, as amended (the "Code ") relating to the exclusion of
interest on the Bonds from gross income for federal income tax purposes, the Underwriter will be required to complete,
execute and deliver to the District (on or before the second business day following the award of the sale of the Bonds) a
certification regarding "issue price" substantially in the form accompanying this OFFICIAL NOTICE OF SALE. If the
Underwriter will not reoffer the Bonds for sale or has not sold a substantial amount of the Bonds of any maturity by the
date of delivery, such certificate may be modified in a manner approved by the District. In no event will the District fail
to deliver the Bonds as a result of the Underwriter's inability to certify actual sales of Bonds at a particular price prior to
iii
delivery. Each bidder, by submitting its bid, agrees to complete, execute and deliver such a certificate by the date of
delivery of the Bonds if its bid is accepted by the District. It will be the responsibility of the Underwriter to institute
such syndicate reporting requirements, to make such investigation, or otherwise to ascertain the facts necessary to enable
it to make such certification with reasonable certainty. Any questions concerning such certification should be directed to
Bond Counsel.
Qualified Tax - Exempt Obligations: The Code requires a pro rata reduction in the interest expense deduction of a
financial institution to reflect such financial institution's investment in tax - exempt obligations acquired after August 7,
1986. An exception to the foregoing provision is provided in the Code for "qualified tax - exempt obligations ", which
include tax- exempt obligations, such as the Bonds, (a) designated by the issuer as "qualified tax - exempt obligations" and
(b) issued by a political subdivision for which the aggregate amount of tax- exempt obligations (not including private
activity bonds other than qualified 501(c)(3) bonds) to be issued during the calendar year is not expected to exceed
$10,000,000.
The District will designate the Bonds as "qualified tax- exempt obligations" and has represented that the aggregate
amount of tax- exempt obligations (including the Bonds) issued by the District and entities aggregated with the District
under the Code during calendar year 2001 is not expected to exceed $10,000,000 and that the District and entities
aggregated with the District under the Code have not designated more than $10,000,000 in "qualified tax- exempt
obligations" (including the Bonds) during calendar year 2001.
Based on the foregoing representations, Bond Counsel's opinion will state that the Bonds are "qualified tax exempt
obligations" under existing law. Notwithstanding this exception, financial institutions acquiring the Bonds will be
subject to a twenty percent (20 %) disallowance of allocable interest expense.
No- Litigation Certificate: With the delivery of the Bonds, the President and Secretary of the Board will, on behalf of the
District, execute and deliver to the Underwriter a certificate dated as of the date of delivery, to the effect that no
litigation of any nature of which the District has notice is pending against or, to the best knowledge of the District's
certifying officers, threatened against the District contesting or attacking the Bonds; restraining or enjoining the
authorization, execution or delivery of the Bonds; affecting the provision made for the payment of or security for the
Bonds; in any manner questioning the authority or proceedings for authorization, execution or delivery of the Bonds; or
affecting the validity of the Bonds, the corporate existence or boundaries of the District or the title of the then present
officers and directors of the Board.
No Material Adverse Change: The obligations of the District to deliver the Bonds and of the Underwriter to accept
delivery of and pay for the Bonds are subject to the condition that to the time of delivery of and receipt of payment for
the Bonds, there shall have been no material adverse change in the conditions of the District from those set forth in or
contemplated by the PRELIMINARY OFFICIAL STATEMENT, as it may have been supplemented or amended
through the date of sale.
GENERAL CONSIDERATIONS
iv
Registration: The Bonds are transferable on the bond register kept by the Paying Agent/Registrar upon surrender and
reissuance. The Bonds are exchangeable for an equal principal amount of Bonds of the same maturity in any authorized
denomination upon surrender of the Bonds to be exchanged, but the District may require payment of a sum sufficient to
cover any tax or governmental charge payable in connection therewith.
Investment Considerations: The Bonds involve certain investment considerations. Prospective bidders are urged to
examine carefully the entire PRELIMINARY OFFICIAL STATEMENT, made a part hereof, with respect to the
investment security of the Bonds. Particular attention should be given to the information set forth therein under the
caption "INVESTMENT CONSIDERATIONS."
Reservation of Rights: The District reserves the right to reject any and all bids and to waive any and all irregularities
except time of filing.
Not an Offer to Sell: This OFFICIAL NOTICE OF SALE does not alone constitute an offer to sell the Bonds but is
merely notice of sale of the Bonds. The invitation for bids on the Bonds is being made by means of this OFFICIAL
NOTICE OF SALE, the PRELIMINARY OFFICIAL STATEMENT and the OFFICIAL BID FORM.
Final Official Statement: The District has prepared and authorized distribution of the accompanying PRELIMINARY
OFFICIAL STATEMENT for dissemination to potential purchasers of the Bonds, but does not presently intend to
prepare any other document or version for such purpose except as described below. The District will be responsible for
completing the OFFICIAL STATEMENT by inserting the interest rates and the purchase price bid by the Underwriter
and the initial public offering yields as provided by the Underwriter to the District, and for preparing and inserting the
final debt service schedule. The District does not intend to amend or supplement the OFFICIAL STATEMENT
otherwise, except to take into account certain subsequent events, if any, as described below. Accordingly, the District
deems the accompanying PRELIMINARY OFFICIAL STATEMENT to be final as of its date, within the meaning of
SEC Rule 15c2- 12(b)(1), except for the omission of the foregoing items. By delivering the final OFFICIAL
STATEMENT or any amendment or supplement thereto in the requested quantity to the Underwriter on or after the sale
date, the District represents the same to be complete as of such date, within the meaning of SEC Rule 15c2- 12(t)(3).
Notwithstanding the foregoing, the only representations concerning the absence of material misstatements or omissions
from the OFFICIAL STATEMENT which are or will be made by the District are those described in the OFFICIAL
STATEMENT under "PREPARATION OF OFFICIAL STATEMENT — Certification of Official Statement."
Changes to Official Statement: If, subsequent to the date of the OFFICIAL STATEMENT, the District teams 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 any of the key representations in the OFFICIAL
STATEMENT to be materially misleading, the District will promptly prepare and supply to the Underwriter a
supplement to the OFFICIAL STATEMENT which corrects or amends such representation to the reasonable satisfaction
of the Underwriter, unless the Underwriter elects to terminate its obligation to purchase the Bonds as described under
"DELIVERY AND ACCOMPANYING DOCUMENTS — Conditions to Delivery" herein. The obligation of the
District to do so will terminate when the District delivers the Bonds to the Underwriter, unless the Underwriter notifies
the District that less than all of the Bonds have been sold to ultimate customers on or before such date, in which case the
obligation will extend for an additional period of time (but not for more than ninety (90) days after the sale date) until all
of the Bonds have been sold to ultimate customers.
Delivery of Official Statements: The District will furnish OFFICIAL STATEMENTS to the Underwriter (and to each
participating member of the underwriting syndicate, if any, of the Bonds, within the meaning of SEC Rule 15c2- 12(a),
designated by the Underwriter), within seven (7) business days after the sale date. The District will also furnish to the
Underwriter a like number of any supplement or amendment prepared by the District for dissemination to potential
purchasers of the Bonds as described above as well as such additional copies of the OFFICIAL STATEMENT or any
supplement or amendment as the Underwriter may reasonably request prior to the ninetieth (90th) day after the end of
the underwriting period referred to in SEC Rule 15c2- 12(t)(2).
Registration and Qualification of Bonds for Sale: The offer and sale of the Bonds has not been registered or qualified
under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder; and the Bonds have
not been registered or qualified under the Securities Act of Texas in reliance upon various exemptions contained therein,
nor have the Bonds been registered or qualified under the securities acts of any other jurisdiction. The District assumes
no responsibility for registration or qualification of the Bonds under the securities laws of any jurisdiction in which the
Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for
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. By
submission of its bid, the Underwriter represents that the sale of the Bonds in states other than the State of Texas will be
made pursuant to exemptions from registration or qualification, or where necessary, the Underwriter will register the
Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The District agrees to
cooperate with the Underwriter, at the Underwriter's written request and expense, in registering or qualifying the Bonds
or obtaining an exemption from registration or qualification (other than filing a consent to service of process in such
state), in any state where such action is necessary.
Continuing Disclosure Agreement: The District will agree in the Bond Resolution to provide certain periodic
information and notices of material events in accordance with Securities and Exchange Commission Rule 15c2 -I2, as
described in the PRELIMINARY OFFICIAL STATEMENT under "CONTINUING DISCLOSURE OF
INFORMATION." The Underwriters' obligation to accept and pay for the Bonds is conditioned upon delivery to the
Underwriters or their agent of a certified copy of the Bond Resolution containing the agreement described under such
heading.
Additional Copies of Documents: Additional copies of this OFFICIAL NOTICE OF SALE, the PRELIMINARY
OFFICIAL STATEMENT and the OFFICIAL BID FORM may be obtained from the Financial Advisor, First Southwest
Company, 1021 Main Street, Suite 2200, Houston, Texas 77002.
Ms. Jean I. Cochran
President, Board of Directors
Fern Bluff Municipal Utility District
Williamson County, Texas
THE DATE OF THIS OFFICIAL NOTICE OF SALE IS APRIL 10, 2001.
v
ISSUE PRICE CERTIFICATE
The undersigned hereby certifies as follows with respect to the sale of Fern Bluff Municipal Utility District (the
"District ") $2,135,000 Waterworks and Sewer System Combination Unlimited Tax and Revenue Bonds, Series 2001 (the
"Bonds "):
1. The undersigned is the underwriter or the manager of the syndicate of underwriters (the "Underwriter ")
which has purchased the Bonds from the District at competitive sale.
2. The first price for each maturity of the Bonds at which a substantial amount (at least ten percent) of such
maturity is sold to the public (expressed as a percentage of principal amount and exclusive of accrued interest) is as set forth
below:
Principal Principal
Amount Year of Issue Amount Year of Issue
Maturing Maturity Price Maturing Maturity Price
$ 60,000 2002 % $115,000 2012 %
65,000 2003 % 120,000 2013
65,000 2004 % 130,000 2014
70,000 2005 % 135,000 2015
75,000 2006 % 145,000 2016
80,000 2007 % 155,000 2017 %
85,000 2008 % 165,000 2018 %
95,000 2009 % 180,000 2019 %
100,000 2010 % 190,000 2020
105,000 2011 %
3. The Underwriter has made a bona fide offering to the public of all of the Bonds of each maturity at the
issue prices to the public, set out above. Such issue prices have not been changed if part of the Bonds is later sold at a
different price. The issue prices set forth above are determined on the date the Bonds were purchased by the Underwriter
(the "sale date ") based on the reasonable expectations regarding the initial public offering prices.
4. None of the issue prices described above exceeds the fair market value for such Bonds on the sale date.
5. The Underwriters [have] [have not] purchased bond insurance for the Bonds. The bond insurance, if any,
has been purchased from (the "Insurer") for a fee of $ (net of any
nonguarantee cost, e.g., rating agency fees). The amount of such fee is set forth in the Insurer's commitment and does not
include any payment for any direct or indirect services other than the transfer of credit risk, unless the compensation for
those other services is separately stated, reasonable, and excluded from such fee. Such fee does not exceed a reasonable,
arm's length charge for the transfer of credit risk. The present value of the debt service savings expected to be realized as a
result of such insurance exceeds the amount of the fee set forth above. For this purpose, present value is computed using the
yield on the Bonds, determined by taking into account the amount of the fee set forth above, as the discount rate. No
portion of the fee payable to the Insurer is refundable upon redemption of any of the bonds in an amount which would
exceed the portion of such fee that had not been earned.
6. The term "public," as used herein, does not include bondhouses, brokers, dealers and similar persons or
organizations acting in the capacity of underwriters or wholesalers.
7. The undersigned understands that the statements made herein will be relied upon by the District in
complying with the conditions imposed by the Internal Revenue Code of 1986, as amended, on the exclusion of interest on
the Bonds from the gross income of their owners for federal income tax purposes.
EXECUTED and DELIVERED this day of , 2001.
By:
Title:
Name of Underwnter or Manager
DATE: April 20, 2001
SUBJECT: City Council Meeting — April 26, 2001
ITEM:
Resource:
History:
" Funding:
*
Cost:
Source of Funds:
Outside Resources:
ImpactBenefit:
Public Comment:
Sponsor:
1 '4
David Kautz, Finance Director
14.A.1. Consider a resolution approving the issuance of $2,135,000
Fern Bluff Municipal Utility District Waterworks and Sewer
System Combination Unlimited Tax and Revenue Bonds,
Series 2001. The District is in the extraterritorial jurisdiction of
the City of Round Rock and , therefore, the City's approval is
required prior to the sale of the bonds.
The District is nearing full development with 1,901 lots completed,
1,716 homes completed, 101 homes under construction and only 79
Lots available for home construction. The estimated population in the
district is 6,000. After the issuance of the Bonds, the District will
have $27,685,000 in authorized but unissued bonds. However, the
District does not expect to sell any additional bonds for capital
improvements. The District has previously issued $16,390,000 in
various bond series with $13,795,000 of such bonds being outstanding
at May 2, 2001. The District has never defaulted on principal or
interest payments. The bond issue is to be approved by the TNRCC.
The bonds are obligations of the District and are not the obligations of
the the City of Round Rock. District bonds are repaid from an ad
valorem property tax and net revenues of the District's water and
wastewater system.
N/A
Fern Bluff Municipal Utility District
Vinson & Elkins, Bond Counsel
First Southwest Co., Financial Advisor
Proceeds from the bonds will be used to reimburse the developer for
construction costs associated with residential lots, for capitalized
interest and for bond issuance costs.
N/A
N/A