R-03-07-24-11B1 - 7/24/2003Mayor
Nyle Maxwell
Mayor Pro-tem
Tom Nielson
Council Members
Alan McGraw
Carrie Pitt
Scot Knight
Scott Rhode
Gary Coe
City Manager
James 5 Nuse, P.E.
City Attorney
Stephan L. Sheets
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
August 19, 2003
Ms. Sharlene Collins
Armbrust & Brown, L.L.P.
101Congress Avenue, Suite 1300
Austin, TX 78701 -2744
Dear Ms. Collins:
The Round Rock City Council approved Resolution No. R- 03- 07 -24-
11B1 at their regularly scheduled meeting on July 24, 2003. This
resolution approves the issuance of approximately $3,420,000 in
Waterworks and Sewer System Combination Unlimited Tax and
Revenue Refunding Bonds Series 2003.
Enclosed is a copy of the resolution for your files. If you have any
questions, please do not hesitate to contact Cindy Demers at 218-
5435.
Si Q rely,
Sherri Monroe
Assistant City Secretary
Enclosure
CITY OF ROUND ROCK Administrative Dept, 22L East Main Street • Round Rock, Texas 78664
Phone: 92.218.5406 • Fax: 51z.218.7097 • www.ci.round- rock,tx.us
S}IARLENE N. COLLINS
(512) 435 -2304
.comas @mnvsr;n.cum
VIA HAND DELIVERY
Dear Ms. Demers:
165774 -1 06/24/2003
ARMBRUST & BROWN, L.L.P.
ATTORNEYS AND COUNSELORS
100 CONGRESS AVENUE, SURE 1300
AGSnN, TEXAS 76701 -2744
512 -435 -2300
FACSIMILE 512 - 435-2360
July 2, 2003
Ms. Cindy Demers
Director of Finance
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Re: Fern Bluff Municipal Utility District
$3,420,000 Bond Refunding Project, Series 2003
RECD JUL 0 8 2003
We are submitting to you the request of Fern Bluff Municipal Utility District ( "District ")
for the approval of the City of Round Rock for the issuance of refunding bonds. The City's
approval is required by the creation agreement which was assigned to the City of Round Rock
from the City of Austin.
We are using the same format for the application that has been used in the past with your
office. The refunding is estimated to result in an approximate 6% to 7% net savings to the
District.
The Board of Directors of the District would like to price the refunding bonds at the end
of July. We are requesting that the Round Rock City Council consider this matter at its July 24
meeting.
Should you need any additional information or have any questions, please do not hesitate
to contact us.
Sincerely,
harlene N. Collins
ARMBRUST & BROWN, L.L.P.
Page 2
cc: Steve Sheets (w /encl.)
Garry Kimball (w /encl.)
Julie Peak (w /o encl.)
Glenn Opel (w /o encl.)
165774 -1 06/24/2003
RESOLUTION NO. R- 03- 07- 24 -11B1
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 $3,420,000 in Waterworks and Sewer System Combination
Unlimited Tax and Revenue Refunding Bonds Series 2003, 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 $3,420,000 in
Waterworks and Sewer System Combination Unlimited Tax and Revenue
Refunding Bonds Series 2003 is hereby approved.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
®eFDesktop \:: DOHA/ WORLDO % /0: /WDOX /RESOLUTI /R30729O1, WPDisc
A TEST:
RESOLVED this 24th day of July, 2003.
CHRISTINE R. MARTINEZ, City Sectary
2
, Mayor
Ci of Round Rock, Texas
FERN BLUFF MUNICIPAL UTILITY DISTRICT
DISTRICT REFUNDING BONDS
A. Summary of Information:
1. Fern Bluff Municipal Utility District
2. $3,420,000 District Refunding Bonds - See attached Exhibit "A" correspondence
from First Southwest Company
3. Consent Agreement, Article I and II provide that bonds may be issued in
accordance with the Water District Ordinance for Growth Management Area III
and the Texas Natural Resource Conservation Commission rules and
requirements
4. Bond Counsel:
W. Glenn Opel
Vinson & Elkins L.L.P.
The Terrace 7
2801 Via Fortuna, Suite 100
Austin, Texas 78746
5. Financial Advisor:
Julie Peak
First Southwest Company
333 Clay, Suite 4000
Houston, Texas 77002
6. District Engineer:
David Gray
Gray - Jansing & Associates, Inc.
8217 Shoal Creek Blvd., Suite 200
Austin, Texas 78757 -7592
7. Proposed Date of Issuance: July 31, 2003
B. Texas Commission on Environmental Quality approval is not required as these are
refunding bonds.
C. Proposed Bond Order - See attached Exhibit "B"
D. Draft City Resolution - See attached Exhibit "C"
E. Texas Water Commission Order of Creation of District - See attached Exhibit "D"
165769 -1 06/24/2003
F. Bond Election Date: June 30, 1986
G. Proposed Official Statement - See attached Exhibit "E"
H. Engineering Report — Not applicable.
165769 -1 06/24/2003
2
V111999/67008
Dallas Resolution - Fern Bluff 2003.DOC
RESOLUTION
$3,425,000
FERN BLUFF MUNICIPAL UTILITY DISTRICT
WATERWORKS AND SEWER SYSTEM COMBINATION
UNLIMITED TAX AND REVENUE REFUNDING BONDS
SERIES 2003
Dated: September 1, 2003
Adopted: , 2003
EXHIBIT B
1. Definitions 2
2. Authorization 4
3. Designation, Date, and Interest Payment Dates 4
4. Redemption 6
5. Execution and Delivery of Bonds 7
6. Approval by Attorney General; Registration by Comptroller 8
7. Authentication 8
8. Payment of Debt Service 8
9. Paying Agent/Registrar 9
10. Ownership 10
11. Book -Entry Only System 11
12. Successor Securities Depository; Transfer Outside Book -Entry Only System 11
13. Payments to Cede & Co 12
14. Registration, Transfer, and Exchange 12
15. Mutilated, Lost, or Stolen Bonds 13
16. Disposition of Canceled Bonds 14
17. Bond Forms 14
18. Legal Opinion; CUSIP; Bond Insurance 25
19. Debt Service Fund 25
20. Security of Bonds; Pledge of Ad Valorem Tax and Net Revenues 25
21. Tax Levy 25
22. Additional Bonds 26
23. Dissolution; Annexation and Consolidation of District 26
24. Sale of Bonds, Official Statement 26
25. Application of Proceeds 27
26. Investments 29
27. Remedies in Event of Default 29
28. Tax Matters 29
29. Qualified Tax- Exempt Obligations 31
30. Discharge 31
31. Continuing Disclosure Undertaking 31
32. Related Matters 34
33. Subscription for Securities; Approval of Escrow Agreement; Redemption of Refunded
Bonds 34
34. No Personal Liability 35
35. District's Successors.and Assigns 35
36. Severability Clause 35
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Dallas Resolution - Fem Bluff 2003.DOC
TABLE OF CONTENTS
RESOLUTION AUTHORIZING THE ISSUANCE AND AWARDING THE
SALE OF $3,425,000 FERN BLUFF MUNICIPAL UTILITY DISTRICT
WATERWORKS AND SEWER SYSTEM COMBINATION UNLIMITED TAX
AND REVENUE REFUNDING BONDS, SERIES 2003; AUTHORIZING
EXECUTION AND DELIVERY OF A PAYING AGENT/REGISTRAR
AGREEMENT, ESCROW AGREEMENT AND BOND PURCHASE
AGREEMENT; AND CONTAINING OTHER PROVISIONS RELATING TO
THE SUBJECT
WHEREAS, Fem Bluff Municipal Utility District, situated in Williamson County, Texas
(the "District "), is a conservation and reclamation district created by order of the Texas Water
Commission as a municipal utility district pursuant to the provisions of Article XVI, Section 59
of the Texas Constitution, and operating under and governed by Chapter 49 and Chapter 54,
Texas Water Code; and
WHEREAS, the District has heretofore issued its waterworks and sewer system
combination unlimited tax and revenue bonds and the District desires to issue its refunding bonds
for the purpose of refunding in advance of their maturities certain of such bonds as described on
Schedule I hereto (the "Refunded Bonds "); and
WHEREAS, the District hereby finds and determines that the issuance of the bonds
herein authorized and the refunding of the Refunded Bonds will achieve a debt service savings to
the District of approximately $ , representing a present value debt service savings of
approximately $ , and that, therefore, the issuance of the bonds herein authorized is
in the best interests of the citizens of the District; and
WHEREAS, Chapter 1207, Texas Government Code, as amended ( "Chapter 1207 ")
provides that the District is authorized to issue refunding bonds for the purpose of refunding the
Refunded Bonds in advance of their maturities, to accomplish such refunding by depositing with
a place of payment for the Refunded Bonds an amount sufficient to provide for the payment or
redemption of the Refunded Bonds and that such deposit shall constitute the making of firm
banking and financial arrangements for the discharge and final payment or redemption of the
Refunded Bonds; and
WHEREAS, the District desires to enter into an escrow agreement (the "Escrow
Agreement") with Bank One, National Association (the "Escrow Agent"), paying agent for one
or more series of the Refunded Bonds, pursuant to which a portion of the proceeds of the bonds
herein authorized will be deposited, invested and applied in a manner sufficient to provide for the
full and timely payment of all interest on and principal of the Refunded Bonds; and
WHEREAS, upon the issuance of the bonds herein authorized and the creation of the
escrow referred to above, the Refunded Bonds shall no longer be regarded as being outstanding,
except for the purpose of being paid pursuant to the Escrow Agreement, and the pledges, liens,
trusts and all other covenants, provisions, terms and conditions of the resolutions authorizing the
issuance of the Refunded Bonds shall be, with respect to the Refunded Bonds, discharged,
terminated and defeased; and
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WHEREAS, the District being located within the extraterritorial jurisdiction of the City
of Round Rock, Texas (the "City") and the City has certain rights of approval with respect to the
issuance by the District of its bonds and the City has by resolution adopted by the City Council
of the City approved the issuance of the bonds herein authorized; and
WHEREAS, the meeting at which this Resolution is considered is open to the public as
required by law, and the public notice of the time, place and purpose of said meeting was given
as required by Chapter 551, Texas Government Code, as amended; now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF FERN BLUFF MUNICIPAL
UTILITY DISTRICT:
1. Definitions.
Throughout this Resolution the following terms and expressions as used herein shall have
the meanings set forth below:
"Accreted Value" has the meaning set forth in Section 3(0.
"Act" means, collectively, Chapter 49 and Chapter 54, Texas Water Code, as amended.
"Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of
Representations between the District and DTC.
"Board" means the Board of Directors of the District.
"Bond" or "Bonds" means any bond or all bonds, as the case may be, of the Bonds
authorized in this Resolution, unless the context clearly indicates otherwise.
"Business Day" means any day which is not a Saturday, Sunday, a day on which banking
institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to remain closed, or a legal
holiday.
"City" means the City of Round Rock, Texas.
"Closing Date" means the date of initial delivery of the Bonds to the Underwriter against
payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended.
"Current Interest Bonds" means those Bonds which bear interest from the Dated Date and
pay interest semiannually on a current basis.
"Dated Date" means that date of the Bonds specified in Section 3.
"Debt Service" means, collectively, the principal of and interest on Current Interest
Bonds and the Maturity Amount or Accreted Value, as applicable, with respect to Premium
Capital Appreciation Bonds, due and payable on the Bonds.
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"Debt Service Fund" means the Debt Service Fund created and established in this
Resolution.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named herein, its corporate trust office in Columbus, Ohio, and (ii) with respect
to any successor Paying Agent/Registrar, the office of such successor designated and located as
may be agreed upon by the District and such successor.
"District" means Fern Bluff Municipal Utility District.
"DTC" means The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Escrow Agreement" means that certain Escrow Agreement entered into by the District
and Bank One, National Association.
"Escrow Fund" means the fund created and to be administered pursuant to the provisions
of the Escrow Agreement.
"Initial Bonds" mean the Initial Bonds authorized by Section 5.
"Interest Payment Date" with respect to Current Interest Bonds, means May 1, 2004 and
each November 1 and May 1 thereafter until maturity or prior redemption thereof.
"Maintenance and Operation Expenses" shall mean the expenses necessary to provide for
the administration, efficient operation and adequate maintenance of the System together with
such other costs and expenses as may now or hereafter be defined by law as proper Maintenance
and Operation Expenses of the System.
"Maturity Amount" means the amount payable on the respective Maturity Dates of the
Premium Capital Appreciation Bonds, which amount represents the original principal amount of
the Premium Capital Appreciation Bonds, plus the initial premium, if any, paid therefor, and
interest accreted and compounded as set forth in Section 3(e).
"Net Revenues" shall mean all income derived from the ownership and operation of the
System after deducting the Maintenance and Operation Expenses and providing for the funding
of any operating reserve from time to time established by the Board.
"Owner" means any person who shall be the registered owner of any Bond.
"Paying Agent/Registrar" means Bank One, National Association, its successors and
assigns in such capacity.
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Dallas Resolution - Fern Bluff 2003.DOC
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"Premium Capital Appreciation Bonds" means the Bonds with respect to which interest is
compounded semiannually and is payable only at maturity, as provided in Section 3(e).
"Prior Bonds" means the District's previously issued (i) Waterworks and Sewer System
Combination Unlimited Tax and Revenue Bonds, Series 1991, (ii) Waterworks and Sewer
System Combination Unlimited Tax and Revenue Bonds, Series 1993, (iii) Waterworks and
Sewer System Combination Unlimited Tax and Revenue Bonds, Series 1996, (iv) Waterworks
and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds, Series 1997, (v)
Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds,
Series 1998, (vi) Waterworks and Sewer System Combination Unlimited Tax and Revenue
Bonds, Series 2000, and (vii) Waterworks and Sewer System Combination Unlimited Tax and
Revenue Bonds, Series 2001.
"Record Date" means, for any Interest Payment Date, the fifteenth calendar day of the
month next preceding each Interest Payment Date.
"Register" means the books of registration kept by the Paying Agent/Registrar, in which
are maintained the names and addresses of, and the principal amounts of the Bonds registered to
each Owner.
Bonds.
"Resolution" as used herein and in the Bonds means this Resolution authorizing the
"System" means water, wastewater and storm drainage facilities owned or to be owned
by the District providing utility service to the real property within the District's boundaries, all
components of which are in full compliance with all applicable regulations, and including the
District's interest in certain utility service agreements entered into with other area utility
providers.
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of principal, redemption premium, if any, or interest on the Bonds as the same become
due and payable or money set aside for the payment of Bonds duly called for redemption prior to
maturity and remaining unclaimed by the Owners of such Bonds for 90 days after the applicable
payment or redemption date.
"Underwriter" means
2. Authorization.
The Bonds shall be issued in fully registered form, without coupons, in the total
authorized aggregate principal amount of $3,425,000, representing $ principal
amount of Current Interest Bonds and $ principal amount of Premium Capital
Appreciation Bonds, for the purpose of refunding the Refunded Bonds and paying the costs of
issuing the Bonds pursuant to the Constitution and laws of the State of Texas, particularly
Chapter 1207, and the Act.
3. Designation. Date. and Interest Payment Dates. The Bonds shall be designated as
the "FERN BLUFF MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER
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Dallas Resolution - Fern Bluff 2003.DOC
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SYSTEM COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS,
SERIES 2003," shall be dated September 1, 2003, and shall mature on the dates, in the principal
or Maturity Amounts, as applicable, and bear interest payable as provided in this Section 3.
(a) The Current Interest Bonds shall be in the denomination of $5,000 or any integral
multiple thereof and shall be numbered separately from one upward, except the Initial Current
Interest Bond, which shall be numbered T -1.
(b) The Current Interest Bonds shall mature on May 1 in the years and in the
principal amounts and shall bear interest at the per annum rates set forth in the following
schedule:
Year
2004
2005
2006
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Dallas Resolution - Rem Bluff 2003.DOC
Current Interest Bonds
Principal Principal
Amount Interest Rate Year Amount Interest Rate
(c) Interest shall accrue and be paid on each Current Interest Bond, respectively, until
the principal amount thereof has been paid or provision for such payment has been made, from
the later of the Dated Date or the most recent Interest Payment Date to which interest has been
paid or provided for at the rate per annum for each respective maturity specified in the schedule
contained in subsection (b) above. Such interest shall be payable semiannually on May 1 and
November 1 of each year, commencing May 1, 2004, computed on the basis of a 360 -day year
composed of twelve 30-day months.
(d) The Premium Capital Appreciation Bonds shall be in Maturity Amounts of $5,000
or any integral multiple thereof, and shall be numbered separately from CAB -1 upward, except
the Initial Premium Capital Appreciation Bond, which shall be numbered TCAB -I.
(e) The Premium Capital Appreciation Bonds shall be issued in the original principal
amount and shall bear interest from the Closing Date, payable only at stated maturity, on the
original principal amount plus the initial premium thereon, if any, at an interest rate calculated on
the basis of a 360 -day year composed of twelve 30 -day months (subject to rounding to the
Accreted Values thereof) compounded semiannually on each May 1 and November 1,
commencing November 1, 2003, which produces the approximate Yield to Maturity set forth in
the schedule below, and shall mature on the dates and in the respective Maturity Amounts set
forth in the following schedule:
Premium Capital Appreciation Bonds
Maturity Date Yield to Maturity Maturity Amount
Original Principal
-5-
Amount
(f) The term "Accreted Value," as used in this Resolution with respect to the
Premium Capital Appreciation Bonds, shall mean the original principal amount of a Premium
Capital Appreciation Bond plus the initial premium, if any, paid therefor, with interest thereon
compounded semiannually to May 1 or November 1, as the case may be, next preceding the date
of such calculation (or, the date of calculation, if such calculation is made on May 1 or
November 1), at a compounding rate which produces the approximate Yield to Maturity set forth
in the above schedule. For any day other than a May 1 or November 1, the Accreted Value of a
Premium Capital Appreciation Bond shall be determined by a straight -line interpolation between
the values for the applicable semiannual compounding dates, based on 30 -day months. Schedule
II, attached hereto, sets forth the Accreted Values of the Capital Appreciation Bonds (per $5,000
of the Maturity Amount), as of each May 1 and November 1.
4. Redemption.Optional Redemption. The District reserves the right, at its option, to
redeem Current Interest Bonds maturing on and after May 1, prior to stated maturity, in
whole or in part, on May 1, or on any date thereafter at a redemption price equal to the
principal amount thereof plus interest accrued thereon to the redemption date. If less than all of
the Current Interest Bonds are redeemed at any time, the maturities to be redeemed shall be
determined by the District and the particular Bonds within each maturity to be redeemed shall be
determined by the Paying Agent/Registrar in a manner which results in h random selection of
Bonds to be redeemed.
(b) Current Interest Bonds may be redeemed only in principal amounts in integral
multiples of $5,000. If a Current Interest Bond subject to redemption is in a denomination larger
than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000.
Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance
with this Resolution, shall authenticate and deliver in exchange therefor a Bond or Bonds of like
maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of
the Bond so surrendered.
(c) The Premium Capital Appreciation Bonds are not subject to redemption.
(d) Mandatory Sinking Fund Redemption. Current Interest Bonds maturing in
(the "Term Bonds ") are subject to mandatory redemption prior to maturity in the
amounts and on the dates set out below, at a price equal to the principal amount to be redeemed
plus accrued interest to the redemption date:
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Current Interest Term Bonds Maturing In
Mandatory Redemption Principal Amount
*Stated Maturity.
The particular Tenn Bonds to be redeemed shall be selected by the Paying
Agent/Registrar by lot or other customary random selection method, on or before May 1 of each
year in which Term Bonds are to be mandatorily redeemed. The principal amount of Tenn
Bonds to be mandatorily redeemed in each year shall be reduced by the principal amount of such
Term Bonds that have been optionally redeemed on or before May 1 of such year and which
have not been made the basis for a previous reduction.
(e) 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 United States mail, first- class, postage prepaid, to
the 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 Bonds are
to be surrendered for payment and, if less than all Bonds outstanding are to be redeemed, the
maturities of the Bonds or portions thereof to be redeemed. Any notice given as provided in this
Section shall be conclusively presumed to have been duly given, whether or not the 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 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 Owners to collect interest which would otherwise accrue after
the redemption date on any Bond or portion thereof called for redemption shall terminate on the
date fixed for redemption.
5. Execution and Delivery of Bonds.
(a) The Bonds, including the Initial Bonds, shall be signed by the President of the
Board and countersigned by-the Secretary of the Board, by their manual or facsimile signatures,
and the official seal of the District shall be impressed or placed in facsimile thereon. Such
facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been
signed manually and in person by each of said officers, and such facsimile seal on the Bonds
shall have the same effect as if the official seal of the District had been manually impressed upon
each of the Bonds. If any officer of the District whose manual or facsimile signature shall appear
on the Bonds shall cease to be such officer before the authentication of such Bonds or before the
delivery of such Bonds, such manual or facsimile signature shall nevertheless be valid and
sufficient for all purposes as if such officer had remained in such office.
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(b) On the Closing Date, two initial bonds (the "Initial Bonds "), being (i) a single
Initial Current Interest Bond representing the entire principal amount of the Current Interest
Bonds, payable in stated installments to the Underwriter or its designee, and (ii) a single Initial
Premium Capital Appreciation Bond representing the aggregate Maturity Amount of the
Premium Capital Appreciation Bonds, payable in stated installments to the Underwriter, or its
designee, each such Initial Bond to be approved by the Attorney General, and registered and
manually signed by the Comptroller of Public Accounts, with the Closing Date inserted thereon,
will be delivered to the Underwriter or its designee. Upon payment for the Initial Bonds, the
Paying Agent/Registrar shall cancel the Initial Bonds and deliver registered definitive Bonds to
DTC in accordance with Section 11.
6. Approval by Attorney General: Registration by Comptroller.
The Bonds to be initially issued shall be delivered to the Attorney General of the State of
Texas for approval and shall be registered by the Comptroller of Public Accounts of the State of
Texas. The manually executed registration certificate of the Comptroller of Public Accounts of
the State of Texas substantially in the form provided in this Resolution shall be attached or
affixed to the Bonds to be initially issued.
7. Authentication.
Except as provided below, no Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Resolution unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized signatory of the Paying
Agent/Registrar. It shall not be required that the same officer or authorized signatory of the
Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In
lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bonds
delivered on the Closing Date shall have attached thereto the Comptroller's Registration
Certificate substantially in the form provided herein, manually executed by the Comptroller of
Public Accounts of the State of Texas, or by his duly authorized agent, which certificate shall be
evidence that the Initial Bonds have been duly approved by the Attorney General of the State of
Texas and that they are valid and binding obligations of the District, and have been registered by
the Comptroller of Public Accounts of the State of Texas.
8. Payment of Debt Service.
(a) Debt Service shall be paid in lawful money of the United States of America.
(b) Interest on each Current Interest Bond shall be paid by check dated as of the
Interest Payment Date, and sent first class United States mail, postage prepaid, by the Paying
Agent/Registrar to each Owner, as shown in the Register at the close of business on the Record
Date, at the address of each such Owner as such appears in the Register or by such other
customary banking arrangements acceptable to the Paying Agent/Registrar and the person to
whom interest is to be paid; provided, however, that such person shall bear all risk and expense
of such other customary banking arrangements.
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(c) The principal of each Current Interest Bond and the Maturity Amount of each
Premium Capital Appreciation Bond shall be paid to the Owner thereof on the maturity date or
prior redemption date, as applicable, upon presentation and surrender of such Bond at the
Designated Payment/Transfer Office of the Paying Agent/Registrar.
(d) If the date for the payment of Debt Service is not a Business Day, the date for
such payment shall be the next succeeding Business Day, and payment on such date shall for all
purposes be deemed to have been made on the due date thereof as specified in this Section.
(e) In the event of a nonpayment of interest on a scheduled payment date, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the District. Notice of the Special Record Date and of the
special payment date of the past due interest (the "Special Payment Date," which shall be fifteen
(15) days after the Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first class, postage prepaid, to the address of each
Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business
on the last business day next preceding the date of mailing of such notice.
(f) Unclaimed Payments shall be segregated in a special account and held in trust,
uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which
the Unclaimed Payments pertain. Subject to Title 6, Texas Property Code, Unclaimed Payments
remaining unclaimed by the Owners entitled thereto for three (3) years after the applicable
payment or redemption date shall be applied to the next payment or payments on the Bonds
thereafter coming due and, to the extent any such money remains aftef the retirement of all
outstanding Bonds, shall be paid to the District to be used for any lawful purpose. Thereafter,
neither the District, the Paying Agent/Registrar nor any other person shall be liable or
responsible to any holders of such Bonds for any further payment of such unclaimed moneys or
on account of any such Bonds, subject to Title 6, Texas Property Code.
9. Paving Agent/Registrar.
(a) The District hereby appoints Bank One, National Association as initial Paying
Agent/Registrar to act as registrar and transfer agent with respect to the Bonds, to keep such
books or records and make such transfers and registrations under such reasonable regulations as
the District and the Paying Agent/Registrar may prescribe. The Paying Agent/Registrar shall
make such transfer and registrations as herein provided. It shall be the duty of the Paying
Agent/Registrar to obtain from the Owners and record in the Register the address of such Owner
of each Bond to which payients with respect to the Bonds shall be mailed, as provided herein.
The District or its designee shall have the right to inspect the Register during regular business
hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the
Registration Books confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity.
(b) The District hereby further appoints the Paying Agent/Registrar to act as the
paying agent for paying Debt Service. The Paying Agent/Registrar shall keep proper records of
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all payments made by the District and the Paying Agent/Registrar with respect to the Bonds, and
of all exchanges and replacements of such Bonds, as provided in the Resolution.
(c) The execution and delivery of the Paying Agent/Registrar Agreement,
substantially in the form presented at this meeting, specifying the duties and responsibilities of
the District and the Paying Agent/Registrar, is hereby approved with such changes as may be
approved by the President of the Board, and the President and Secretary of the Board are hereby
authorized to execute such agreement.
(d) Each Paying Agent/Registrar shall be (i) a commercial bank, trust company, or
other entity duly qualified and legally authorized under applicable law, (ii) authorized under such
laws to exercise trust powers, (iii) subject to supervision or examination by a federal or state
governmental authority, and (iv) a single entity.
(e) At all times while any Bonds are outstanding, the District will maintain a Paying
Agent/Registrar that is qualified under this Section.
(f) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
District will promptly appoint a replacement.
(g) The District reserves the right to terminate the appointment of any Paying
Agent/Registrar by delivering to the entity whose appointment is to be terminated a certified
copy of a resolution of the District (i) giving notice of the termination of the appointment and of
the Paying Agent/Registrar Agreement, and stating the effective date of such termination, and
(ii) appointing a successor Paying Agent/Registrar; provided, that, no such termination shall be
effective until a successor Paying Agent/Registrar has accepted the duties of Paying
Agent/Registrar for the Bonds.
(h) Promptly upon each change in the entity serving as Paying Agent/Registrar, the
District will cause notice of the change to be sent to each Owner by United States mail, first class
postage prepaid, at the address in the Register, stating the effective date of the change and the
name of the replacement Paying Agent/Registrar and the mailing address of its Designated
Payment/Transfer Office.
(i) By accepting the appointment as Paying Agent/Registrar, the Paying
Agent/Registrar is deemed to have agreed to the provisions of this Resolution and that it will
perform the duties and functions of Paying Agent/Registrar prescribed hereby and under the
Paying Agent/Registrar Agreement.
(j) If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly
upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other
pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar.
10. Ownership.
The District, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute Owner of such Bond for the purpose of
making and receiving payment of principal or interest on such Bond, and for all other purposes,
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whether or not such Bond is overdue, and neither the District nor the Paying Agent/Registrar
shall be bound by any notice or knowledge to the contrary. All payments made to the person
deemed to be the Owner of any Bond in accordance with this Section shall be valid and effective
and shall discharge the liability of the District and the Paying Agent/Registrar upon such Bond to
the extent of the sums paid.
11. Book -Entry Only System.
(a) The Initial Bonds shall be registered in the name of Underwriter or its designee.
The definitive Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
(b) With respect to Bonds registered in the name of Cede & Co., the District and the
Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to
any person on behalf of whom such DTC Participant holds an interest in the Bonds, except as
provided in this Resolution. Without limiting the immediately preceding sentence, the District
and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person,
other than an Owner, as shown on the Register, of any notice with respect to the Bonds,
including any notice of redemption, or (iii) the payment to any DTC Participant or any other
person, other than an Owner, as shown in the Register, of any amount with respect to payments
of Debt Service. Notwithstanding any other provision of this Resolution to the contrary, the
District and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Bond is registered in the Register as the absolute Owner of such Bond for the
purpose of payment of Debt Service, for the purpose of giving notices ofredemption and other
matters with respect to such Bond, for the purpose of registering transfer with respect to such
Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all Debt
Service only to or upon the order of the respective Owners, as shown in the Register as provided
in this Resolution, or their respective attorneys duly authorized in writing, and all such payments
shall be valid and effective to fully satisfy and discharge the District's obligations with respect to
payments of Debt Service to the extent of the sum or sums so paid. No person other than an
Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the
District to make payments of amounts due pursuant to this Resolution. Upon delivery by DTC to
the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a
new nominee in place of Cede & Co., and subject to the provisions of this Resolution with
respect to interest checks being mailed to the Owner of record as of the Record Date, the phrase
"Cede & Co." in this Resolution shall refer to such new nominee of DTC.
(c) The Blanket Issuer Letter of Representations previously executed and delivered
by the District, and applicable to the District's obligations delivered in book- entry-only form to
DTC as securities depository for said obligations, is hereby ratified and approved for the Bonds.
12. Successor Securities Depository; Transfer Outside Book -Entry Only System.
In the event that the District in its sole discretion, determines that the beneficial owners of
the Bonds be able to obtain certificated Bonds, or in the event DTC discontinues the services
described herein, the District shall (i) appoint a successor securities depository, qualified to act as
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such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC
and DTC Participants, as identified by DTC, of the appointment of such successor securities
depository and transfer one or more separate Bonds to such successor securities depository or (ii)
notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of
Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to
their DTC accounts, as identified by DTC. In such event, the Bonds shall not longer be restricted
to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names Owners transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Resolution.
13. Payments to Cede & Co.
Notwithstanding any other provision of this Resolution to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments of Debt
Service, and all notices with respect to the Bonds, shall be made and given, respectively, in the
manner provided in the Blanket Issuer Letter of Representations.
14. Registration. Transfer, and Exchange.
So long as any Bonds remain outstanding, the Paying Agent/Registrar shall keep the
Register at its Designated Payment/Transfer Office and, subject to such reasonable regulations as
it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of
Bonds in accordance with the terms of this Resolution.
(a) Each Bond shall be transferable only upon the presentation and surrender thereof
at the Designated Payment/Transfer Office, duly endorsed for transfer, or accompanied by an
assignment duly executed by the Owner or his authorized representative in form satisfactory to
the Paying Agent/Registrar. Upon due presentation of any Bond in proper form for transfer, the
Paying Agent/Registrar shall authenticate and deliver in exchange therefor, within three (3)
Business Days after such presentation, a new Bond or Bonds, registered in the name of the
transferee or transferees, in authorized denominations and of the same maturity and aggregate
principal amount and bearing interest at the same rate as the Bond or Bonds so presented.
(b) All Bonds shall be exchangeable upon presentation and surrender thereof at the
Designated Payment/Transfer Office for a Bond or Bonds of like tenor, maturity and interest rate
and in any authorized denomination, in an aggregate amount equal to the unpaid principal
amount or Maturity Amount, as applicable, of the Bond or Bonds presented for exchange. The
Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver exchange
Bonds in accordance with the provisions of this Section. Each Bond delivered in accordance
with this Section shall be entitled to the benefits and security of this Resolution to the same
extent as the Bond or Bonds in lieu of which such Bond is delivered.
(c) Neither the District nor the Paying Agent/Registrar shall be required to transfer or
exchange any Bond during the fifteen (15) day period next preceding any Interest Payment Date
or to transfer or exchange any Bond called for redemption during the thirty (30) day period prior
to the date fixed for redemption of such Bond.
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(d) The District or the Paying Agent/Registrar may require the Owner of any Bond to
pay a sum sufficient to cover any tax or other govemmental charge that may be imposed in
connection with the transfer or exchange of such Bond. Any fee or charge of the Paying
Agent/Registrar for such transfer or exchange shall be paid by the District.
15. Mutilated, Lost, or Stolen Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor, maturity, interest rate, and principal amount or Maturity
Amount, as applicable, bearing a number not contemporaneously outstanding. If any Bond is
lost, apparently destroyed, or wrongfully taken, the District, pursuant to the applicable laws of
the State of Texas and in the absence of notice or knowledge that such Bond has been acquired
by a bona fide purchaser, shall execute and the Paying Agent/Registrar shall authenticate and
deliver a replacement Bond of like tenor, maturity, interest rate and principal amount or Maturity
Amount, as applicable, bearing a number not contemporaneously outstanding.
(b) The District or the Paying Agent/Registrar may require the Owner of a mutilated
Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith and any other expenses connected therewith, including the fees and
expenses of the Paying Agent/Registrar. The District or the Paying Agent/Registrar will require
the Owner of a lost, apparently destroyed or wrongfully taken Bond, before any replacement
Bond is issued, to:
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Dallas Resolution - Rem Bluff 2003.DOC
(i) furnish to the District and the Paying Agent/Registrar satisfactory
evidence of the ownership of and the circumstances of the loss, destruction or
theft of such Bond;
(ii) furnish such security or indemnity as may be required by the
Paying Agent/Registrar and the District to save them harmless;
(iii) pay all expenses and charges in connection therewith, including,
but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar
and any tax or other govemmental charge that may be imposed; and
(iv) meet any other reasonable requirements of the District and the
Paying Agent/Registrar.
(c) If, after the .delivery of such replacement Bond, a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the District and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the District or
the Paying Agent/Registrar in connection therewith.
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(d) If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has
become or is about to become due and payable, the District in its discretion may, instead of
issuing a replacement Bond, authorize the Paying Agent/Registrar to pay such Bond.
(e) Each replacement Bond delivered in accordance with this Section shall be entitled
to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of
which such replacement Bond is delivered.
16. Disposition of Canceled Bonds.
All Bonds paid in accordance with this Resolution, and all Bonds in lieu of which
exchange Bonds or replacement Bonds are authenticated and delivered in accordance herewith,
shall be canceled and disposed of in accordance with the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder.
17. Bond Forms.
The forms of the Bonds, which may be in typewritten, printed or lithographed form, and
the forms of the Paying Agent/Registrar's Authentication Certificate, the Assignment, and the
Registration Certificate of the Comptroller of Public Accounts of the State of Texas, shall be,
respectively, substantially as follows, with such additions, deletions and variations as may be
necessary or desirable and not prohibited by this Resolution, including any legend regarding
bond insurance if such insurance is obtained with respect to the Bonds:
(a) Form of Current Interest Bond.
REGISTERED REGISTERED
NUMBER AMOUNT
No. $
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United States of America
State of Texas
State of Texas
County of Williamson
FERN BLUFF MUNICIPAL UTILITY DISTRICT
WATERWORKS AND SEWER SYSTEM
COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BOND
SERIES 2003
CURRENT INTEREST BOND
INTEREST RATE MATURITY DATE DATED DATE
September I, 2003
-14-
CUSIP
FERN BLUFF MUNICIPAL UTILITY DISTRICT (the "District ") promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
upon presentation and surrender of this Bond at the Designated Payment/Transfer Office in
Columbus, Ohio (the "Designated Payment/Transfer Office "), of Bank One, National
Association (the "Paying Agent/Registrar "), payable in lawful money of the United States of
America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 -
day year of twelve 30 -day months, from the later of Dated Date, or the most recent interest
payment date to which interest has been paid or duly provided for. Interest on this Bond is
payable by check, or by such other customary banking arrangements acceptable to the Paying
Agent/Registrar and the registered owner (at the risk and expense of such owner), on each May 1
and November 1 until the earlier of maturity or prior redemption, beginning on May 1, 2004,
mailed, by United States mail, first- class, postage prepaid, to the registered owner as shown on
the books of registration kept by the Paying Agent/Registrar as of the fifteenth calendar day of
the month next preceding such interest payment date.
THIS BOND is one of a series of fully registered bonds specified in the title hereof issued
in the aggregate principal amount of $ (the "Bonds "), issued pursuant to
Chapter 1207, Texas Government Code, and a certain resolution adopted by the Board of
Directors of the District (the "Resolution ") for the purpose of refunding certain outstanding
obligations of the District and paying the costs of issuing the Bonds. The Bonds are issued in
part (i) as "Current Interest Bonds," which total $ original principal amount and pay
accrued interest at stated intervals to the registered owners thereof, and (ii) as "Premium Capital
Appreciation Bonds," which total $ original principal amount and pay interest
accrued thereon only at the stated maturity thereof. This Bond is a Current Interest Bond
payable as to principal and interest as provided herein.
THE DISTRICT RESERVES THE RIGHT, at its option, to redeem the Bonds maturing
on or after May 1, , prior to their stated maturities, in whole or in part, in integral
multiples of $5,000, on May 1, or any date thereafter at a redemption price equal to the
principal amount thereof plus interest accrued thereon to the date of redemption. If less than all
of the Current Interest Bonds are to be redeemed, the maturities to be redeemed shall be
determined by the District and the particular Bonds within each maturity to be redeemed shall be
selected by the Paying Agent/Registrar in manner which results in a random selection.
THE BONDS MATURING in (the "Term Bonds ") are subject to mandatory
redemption prior to maturity in the amounts and on the dates set out below, at a price equal to the
principal amount to be redeemed plus accrued interest to the redemption date:
V1N999/67008
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Term Bonds Maturing In
Mandatory Redemption Principal Amount
-
Dollars
*Stated Maturity.
The particular Term Bonds to be redeemed shall be selected by the Paying
Agent/Registrar by lot or other customary random selection method, on or before May 1 of each
year in which Term Bonds are to be mandatorily redeemed. The principal amount of Term
Bonds to be mandatorily redeemed in each year shall be reduced by the principal amount of such
Tenn Bonds that have been optionally redeemed on or before May 1 of such year and which
have not been made the basis for a previous reduction.
NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the
date fixed for redemption by United States mail, first-class, postage prepaid, addressed to the
registered owners of each Bond to be redeemed in whole or in part at the address shown on the
books of registration kept by the Paying Agent/Registrar. When Bonds or portions thereof have
been called for redemption, and due provision has been made to redeem the same, the principal
amounts so redeemed shall be payable solely from the funds provided for redemption, and
interest which would otherwise accrue on the amounts called for redemption shall terminate on
the date fixed for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, duly endorsed for transfer or
accompanied by an assignment duly executed by the registered owner or his authorized
representative, subject to the terms and conditions of the Resolution.
THIS BOND IS EXCHANGEABLE at the Designated Payment/Transfer Office of the
Paying Agent/Registrar for Bonds in the principal amount of $5,000 or any integral multiple
thereof, subject to the terms and conditions of the Resolution.
NEITHER THE DISTRICT nor the Paying Agent/Registrar shall be required to transfer
or exchange any Bond during the fifteen (15) day period next preceding any interest payment
date or to transfer or exchange any Bond called for redemption during the thirty (30) day period
prior to the date fixed for redemption of such Bond.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Resolution unless this Bond is either (i) registered by the Comptroller of Public
Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii)
authenticated by the Paying Agent/Registrar by due execution of the authentication certificate
endorsed hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Resolution.
THE DISTRICT has covenanted in the Resolution that it will at all times provide a
legally qualified Paying Agent/Registrar for the Bonds and will cause notice of any change of
Paying Agent/Registrar to be mailed to each registered owner.
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IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
issued and delivered; that all acts, conditions and things required or proper to be performed, to
exist and to be done precedent to or in the issuance and delivery of this Bond have been
performed, exist and have been done in accordance with law; and that annual ad valorem taxes,
without legal limit as to rate, sufficient to provide for the payment of the interest on and principal
of the Bonds, as such interest comes due and such principal matures, have been levied and
ordered to be levied against all taxable property in the District and have been pledged
irrevocably for such payment.
IT IS FURTHER CERTIFIED, RECITED AND REPRESENTED, that certain Net
Revenues (as defined in the Resolution) to be derived from the ownership and operation of the
District's System (as defined in the Resolution) have also been pledged to the payment of the
interest on and principal of the Bonds to the extent that ad valorem taxes levied and collected for
the payment thereof, together with other amounts on deposit in the Debt Service Fund
established in the Resolution, are insufficient for such purpose, all as set forth in the Resolution,
to which reference is made for all particulars, and that such Resolution also permits the District
and its successors to issue obligations secured in whole or in part by lien on and pledge of such
Net Revenues .on a parity with or subordinate to the lien securing the Bonds.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the President of the Board and countersigned with the manual or facsimile signature
of the Secretary of the Board, and the official seal of the District has been duly impressed, or
placed in facsimile, on this Bond.
[SEAL]
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-17-
FERN BLUFF MUNICIPAL
UTILITY DISTRICT
President, Board of Directors
Secretary, Board of Directors
(b) Form of Registration Certificate of Comptroller of Public Accounts.
The following Comptroller's Registration Certificate may be deleted from the definitive
Current Interest Bonds if such certificate on the Initial Current Interest Bond is fully executed.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, that he fmds that it has been issued in conformity with the Constitution and laws of the
State of Texas, and that it is a valid and binding obligation of Fern Bluff Municipal Utility
District, and that this Bond has this day been registered by me.
WITNESS MY SIGNATURE AND SEAL this
[SEAL]
(c) Form of Paving Agent/Registrar's Authentication Certificate.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial
Current Interest Bond if the Comptroller's Registration Certificate appears thereon.
The records of the Paying Agent/Registrar show that the Initial Current Interest Bond of
this series of bonds was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas and that this is one of the Bonds
referred to in the within- mentioned.
Date of Authentication: Authorized Signature
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Comptroller of Public Accounts
of the State of Texas
AUTHENTICATION CERTIFICATE
Bank One, National Association
Paying Agent/Registrar
By
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Date:
(d) Form of Assignment.
Signature Guaranteed By:
Authorized Signatory
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Years
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within Bond and all
rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
NOTICE: The signature on this Assignment must
correspond with the name of the registered owner
as it appears on the face of the within Bond in
every particular and must be guaranteed in a
manner acceptable to the Paying Agent/Paying
Agent/Registrar.
(i) immediately under the name of the Bond, the headings
"INTEREST RATE" and "MATURITY DATE" shall both be completed with the
words "As Shown Below" and the word "CUSIP" deleted;
(ii) in the first paragraph of the Bond, the words "on the Maturity Date
specified above," shall be deleted and the following shall be inserted: "on May 1
in the years, in the principal installments and bearing interest at the per annum
rates set forth in the following schedule:
Principal Interest
Installments Rates
[Information to be inserted from schedule in Section 3]
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(e) Form of Premium Capital Appreciation Bond.
United States of America
State of Texas
REGISTERED MATURITY
NUMBER AMOUNT
CAB No. _ $
State of Texas
County of Williamson
FERN BLUFF MUNICIPAL UTILITY DISTRICT
WATERWORKS AND SEWER SYSTEM
COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BOND
SERIES 2003
PREMIUM CAPITAL APPRECIATION BOND
ORIGINAL
YIELD TO PRINCIPAL
MATURITY AMOUNT MATURITY DATE CLOSING DATE CUSIP
$ 1, 2003
FERN BLUFF MUNICIPAL UTILITY DISTRICT (the "District ") promises to pay to
or registered assigns, on the Maturity Date specified above, the Maturity Amount of this Bond,
being the sum of
upon presentation and surrender of this Bond at the Designated Payment/Transfer Office in
Columbus, Ohio (the "Designated Payment/Transfer Office "), of Bank One, National
Association (the "Paying Agent/Registrar ").
THE MATURITY AMOUNT represents the total of the original principal amount hereof,
plus the initial premium paid hereon, together with interest thereon to the Maturity Date. Interest
accretes from the Closing Date specified above, and will compound semiannually until maturity
on May 1 and November 1 in each year, commencing November 1, 2003. A table of the
"Accreted Values" per $5,000 Maturity Amount is printed on or attached to this Bond. The term
"Accreted Value," as used herein, means the original principal amount of this Bond plus the
initial premium, if any, paid therefor with interest thereon accreted and compounded
semiannually to the May 1 or November 1 next preceding the date of such calculation (or, the
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Dollars
date of calculation, if such calculation is made on May 1 or November 1) at a rate which
produces the approximate yield to maturity set forth in the Table of Accreted Values printed on
this Bond. For any date other than a May 1 or November 1, the Accreted Value of this Bond
shall be determined by a straight -line interpolation between the values for the applicable
semiannual compounding dates, based on 30 -day months.
THIS BOND is one of a series of fully registered bonds specified in the title hereof
issued, dated September 1, 2003, in the aggregate principal amount of $
(the "Bonds "), issued pursuant to Chapter 1207, Texas Government Code, and a certain
resolution adopted by the Board of Directors of the District (the "Resolution ") for the purpose of
refunding certain outstanding obligations of the District and paying the costs of issuing the
Bonds. The Bonds are issued in part (i) as "Current Interest Bonds," which total $
original principal amount and pay accrued interest at stated intervals to the registered owners
thereof, and (ii) as "Premium Capital Appreciation Bonds," which total $ original
principal amount and pay interest accrued thereon only at the stated maturity thereof. This Bond
is a Premium Capital Appreciation Bond payable as to principal and interest as provided herein.
THIS BOND IS NOT SUBJECT to redemption prior to stated maturity.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, duly endorsed for transfer or
accompanied by an assignment duly executed by the registered owner or his authorized
representative, subject to the terms and conditions of the Resolution.
THIS BOND IS EXCHANGEABLE at the Designated Payment/Transfer Office of the
Paying Agent/Registrar for Bonds in Maturity Amounts of $5,000 or any integral multiple
thereof, subject to the terms and conditions of the Resolution.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Resolution unless this Bond is either (i) registered by the Comptroller of Public
Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii)
authenticated by the Paying Agent/Registrar by due execution of the authentication certificate
endorsed hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Resolution.
THE DISTRICT has covenanted in the Resolution that it will at all times provide a
legally qualified Paying Agent/Registrar for the Bonds and will cause notice of any change of
Paying Agent/Registrar to be mailed to each registered owner.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
issued and delivered; that all acts, conditions and things required or proper to be performed, to
exist and to be done precedent to or in the issuance and delivery of this Bond have been
performed, exist and have been done in accordance with law; and that annual ad valorem taxes,
without legal limit as to rate, sufficient to provide for the payment of the interest on and principal
of the Bonds, as such interest comes due and such principal matures, have been levied and
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ordered to be levied against all taxable property in the District and have been pledged
irrevocably for such payment.
IT IS FURTHER CERTIFIED, RECITED AND REPRESENTED, that certain Net
Revenues (as defined in the Resolution) to be derived from the ownership and operation of the
District's System (as defined in the Resolution) have also been pledged to the payment of the
interest on and principal of the Bonds to the extent that ad valorem taxes levied and collected for
the payment thereof, together with other amounts on deposit in the Debt Service Fund
established in the Resolution, are insufficient for such purpose, all as set forth in the Resolution,
to which reference is made for all particulars, and that such Resolution also permits the District
and its successors to issue obligations secured in whole or in part by lien on and pledge of such
Net Revenues on a parity with or subordinate to the lien securing the Bonds.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the President of the Board and countersigned with the manual or facsimile signature
of the Secretary of the Board, and the official seal of the District has been duly impressed, or
placed in facsimile, on this Bond.
[SEAL]
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_22_
FERN BLUFF MUNICIPAL
UTILITY DISTRICT
President, Board of Directors
Secretary, Board of Directors
(f) Form of Registration Certificate of Comptroller of Public Accounts.
The following Comptroller's Registration Certificate may be deleted from the definitive
Premium Capital Appreciation Bonds if such certificate on the Initial Premium Capital
Appreciation Bond is fully executed.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, that he finds that it has been issued in conformity with the Constitution and laws of the
State of Texas, and that it is a valid and binding obligation of Fern Bluff Municipal Utility
District, and that this Bond has this day been registered by me.
WITNESS MY SIGNATURE AND SEAL this
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Comptroller of Public Accounts
of the State of Texas
[SEAL]
(g) Form of Paving Agent/Registrar's Authentication Certificate.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial
Premium Capital Appreciation Bond if the Comptroller's Registration Certificate appears
thereon.
AUTHENTICATION CERTIFICATE
The records of the Paying Agent/Registrar show that the Initial Premium Capital
Appreciation Bond of this series of bonds was approved by the Attorney General of the State of
Texas and registered by the Comptroller of Public Accounts of the State of Texas and that this is
one of the Bonds referred to in the within- mentioned.
Bank One, National Association
Paying Agent/Registrar
By
Date of Authentication: Authorized Signature
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Date:
(h) Form of Assignment.
Signature Guaranteed By:
Authorized Signatory
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within Bond and all
rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
NOTICE: The signature on this Assignment must
correspond with the name of the registered owner
as it appears on the face of the within Bond in
every particular and must be guaranteed in a
manner acceptable to the Paying Agent/Paying
Agent/Registrar.
(i) The Accreted Values of the Premium Capital Appreciation Bonds contained on
Schedule II to this Resolution shall be printed on or attached to each Premium Capital
Appreciation Bond.
(j) The Initial Premium Capital Appreciation Bond shall be in the form set forth in
paragraphs (e), (f) and (h) of this Section, except for the following alterations:
(i) immediately under the name of the Premium Capital Appreciation
Bond, the headings "YIELD TO MATURITY," "ORIGINAL PRINCIPAL
AMOUNT" and "MATURITY DATE," shall be completed with the words "As
Shown Below" and the heading "CUSIP NUMBER" shall be deleted;
(ii) in the first paragraph of the Premium Capital Appreciation Bond,
the words "on the Maturity Date specified above, the Maturity Amount of this
Bond, being the sum of Dollars" shall be deleted and the
following shall be inserted: "on the Maturity Dates, in the Original Principal
Amounts, Maturity Amounts and Yields to Maturity in accordance with the
following schedule:
[Information to be inserted from Section 3]
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18. Legal Opinion; CUSIP: Bond Insurance.
The approving opinion of Vinson & Elkins L.L.P., may be printed on or attached to the
definitive Bonds and the CUSIP Numbers may be printed on the Bonds, but errors or omissions
in the printing of such opinion or such numbers shall have no effect on the validity of the Bonds.
If bond insurance is obtained with respect to the Bonds, the Bonds may bear an appropriate
legend as provided by the insurer.
19. Debt Service Fund.
There is hereby created and established the "Fern Bluff Municipal Utility District
Waterworks and Sewer System Combination Unlimited Tax and Revenue Refunding Bonds,
Series 2003 Debt Service Fund" (the "Debt Service Fund ") which shall be kept separate and
apart from all other funds of the District. The Debt Service Fund shall constitute a trust fund
which shall be held in trust by the District for the benefit of the Owners of the Bonds.
20. Security of Bonds; Pledge of Ad Valorem Tax and Net Revenues.
(a) The Bonds are and shall be secured by and payable from the levy of a continuing,
direct, annual ad valorem tax, levied without legal limitation as to rate or amount, upon all
taxable property within the District.
(b) In order to further secure the Bonds, the District hereby grants a lien on and
pledge of the District's Net Revenues. Such Net Revenues, as herein provided, are hereby
pledged to the payment of Debt Service and bank charges on the Bonds. The pledge of the Net
Revenues to the payment of the Debt Service and bank charges on the Bonds is in all respects on
a parity with the pledge of the Net Revenues to the payment of debt service and bank charges on
the Prior Bonds. If at any time ad valorem taxes levied and collected for the payment thereof,
together with other amounts in the Debt Service Fund, are insufficient for such purpose, the
District shall transfer to the Debt Service Fund such available Net Revenues as shall be
necessary to provide (together with other amounts on deposit in the Debt Service Fund) for the
payment of Debt Service and bank charges on the Bonds; provided, however, that no transfers of
revenues shall be made to the Debt Service Fund by the District until all Maintenance and
Operation Expenses, including the cost of maintaining an operating reserve, shall have been paid
by the District. The District reserves the right to apply Net Revenues not required for current
payments of Debt Service and bank charges on the Bonds and Prior Bonds for any lawful
purpose of the District.
21. Tax Levv.
The proceeds from all taxes levied, assessed and collected for and on account of the
Bonds authorized by this Resolution shall be deposited, as collected, in the Debt Service Fund.
While the Bonds or any Debt Service thereon remains outstanding and unpaid, there is hereby
levied and there shall be annually assessed and collected in due time, form and manner, and at
the same time as other District taxes are assessed, levied and collected, in each year, a
continuing, direct, annual ad valorem tax, without legal limit as to rate or amount, upon all
taxable property in the District, sufficient to pay Debt Service on the Bonds as the same becomes
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_25_
due and payable, full allowance being made for delinquencies and costs of collection, and said
taxes are hereby irrevocably pledged to the payment of Debt Service and to no other purpose.
22. Additional Bonds.
The District reserves the right to issue additional bonds and incur obligations secured in
whole or in part by a lien on and pledge of Net Revenues on a parity with or subordinate to the
lien on and pledge of Net Revenues securing the Bonds and Prior Bonds, and to apply such Net
Revenues to the payment of such additional bonds and obligations on a parity with or
subordinate to the Bonds and Prior Bonds.
23. Dissolution; Annexation and Consolidation of District.
(a) The City has the right to annex and dissolve the District. At such time, the
obligations of the District payable in whole or in part from ad valorem taxes shall become
obligations of the City, and the governing body of the City is thereafter required to levy and
cause to be collected taxes on all taxable property within the City sufficient to pay Debt Service
on the Bonds and Debt Service on all outstanding obligations of the District so assumed by the
City. In order to allow the City to integrate the District's System into the City's water and sewer
system, the City may terminate the pledge of and lien on the Net Revenues of the System to the
payment of the Bonds.
(b) In the event the District is consolidated with another district or districts, in
accordance with the laws of the State of Texas which permit the District to be consolidated with
one or more conservation and reclamation districts, the District reserves the right to:
(i) consolidate the System with a similar system of one or more
districts with which the District is consolidating and operate and maintain the
systems as one consolidated system (the "Consolidated System ");
(ii) apply the net revenues from the operation of the Consolidated
System to the payment of Debt Service and bank charges on the Bonds and any
other combination tax and revenue bonds or bonds or other obligations secured
solely or primarily by such net revenues (the "Revenue Bonds ") of the District
and of the district or districts with which the District is consolidating (herein
collectively the "Consolidating Districts ") without preference to any series of
bonds (except subordinate lien revenue bonds which shall be subordinate to the
Revenue Bonds of the Consolidating Districts); and
(iii) pledge the net revenues of the Consolidated System to the payment
of Debt Service and bank charges on any Revenue Bonds which may be issued by
the Consolidating Districts on a parity with the outstanding Revenue Bonds of the
Consolidating Districts.
24. Sale of Bonds, Official Statement.
(a) The Bonds are hereby officially sold and awarded and shall be delivered to the
Underwriter in accordance with the terms and provisions of that certain Bond Purchase Contract
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(the `Bond Purchase Contract ") relating to the Bonds between the District and the Underwriter
and dated the date of the passage of this Resolution. The form and content of such Bond
Purchase Contract are hereby approved, and the President of the Board is hereby authorized and
directed to execute and deliver, and the Secretary of the Board is hereby authorized and directed
to attest, such Bond Purchase Contract. It is hereby officially found, determined and declared
that the terms of this sale are the most advantageous reasonably obtainable. The Initial Bonds
shall be registered in the name of the Underwriter or its designee.
(b) The form and substance of the Preliminary Official Statement, dated for
the Bonds and any addenda, supplement or amendment thereto (the "Preliminary Official
Statement "), and the final Official Statement, dated (the "Official Statement "),
presented to and considered at this meeting, are hereby in all respects approved and adopted, and
the Preliminary Official Statement is hereby deemed final as of its date (except for the omission
of pricing and related information) within the meaning and for the purposes of paragraph (b)(1)
of Rule 15c2 -12 under the Securities Exchange Act of 1934, as amended, by the Board of
Trustees. The President of the Board is hereby authorized and directed to execute the Official
Statement and deliver appropriate numbers of copies thereof to the Underwriter. The Official
Statement as thus approved, executed and delivered, with such appropriate variations as shall be
approved by the President of the Board and the Underwriter, may be used by the Underwriter in
the public offering of the Bonds and the sale thereof. The Secretary of the Board is hereby
authorized and directed to include and maintain a copy of the Official Statement and any
addenda, supplement or amendment thereto thus approved among the permanent records of this
meeting. The use and distribution of the Preliminary Official Statement for the Bonds and the
preliminary public offering of the Bonds by the Underwriter are hereby ratified, approved and
confirmed.
(c) All officers of the District are authorized to execute such documents, certificates
and receipts and to take such actions as they may deem appropriate in order to consummate the
delivery of the Bonds in accordance with the Bond Purchase Contract.
(d) The obligation of the Underwriter to accept delivery of the Bonds is subject to,
among other conditions specified in the Bond Purchase Contract, the Underwriters being
furnished with the final, approving opinion of Vinson & Elkins L.L.P., Bond Counsel for the
District, which opinion shall be dated and delivered the Closing Date.
(e) The President of the Board or, in his/her absence, the Vice President of the Board,
is hereby authorized to have control of the Initial Bonds and all necessary records and
proceedings pertaining thereto pending investigation, examination and approval of the Attorney
General of the State of Texas, registration by the Comptroller of Public Accounts of the State of
Texas, and registration with, and initial exchange or transfer by, the Paying Agent/Registrar.
After registration by the Comptroller of Public Accounts, delivery of the Bonds shall be
made to the Representative under and subject to the general supervision and direction of the
President of the Board or, in his/her absence, the Vice President of the Board, against receipt by
the District of all amounts due to the District under the terms of sale.
25. Application of Proceeds.
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(a) On the Closing Date, all amounts representing accrued interest on the Current
Interest Bonds shall be deposited to the Debt Service Fund.
(b) An amount equal to $ from the proceeds for the Bonds, together
with an amount equal to $ which shall be transferred from the debt service funds for
the Refunded Bonds, shall be deposited to the Escrow Fund established under the Escrow
Agreement and shall be applied as provided in the Escrow Agreement.
(c) The remaining proceeds of the Bonds shall be applied to the payment of the costs
of issuing the Bonds, including the payment of any insurance premium with respect to a financial
guaranty insurance policy with respect to the Bonds. Amounts remaining after payment of such
costs shall be deposited to the Debt Service Fund.
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26. Investments.
Moneys in the Debt Service shall be invested or reinvested in legally authorized
investments.
27. Remedies in Event of Default.
In addition to all of the rights and remedies provided by laws of the State of Texas, the
District further covenants and agrees that in the event of default in payment of Debt Service on
any of the Bonds when due, or, in the event it fails to make the payments required to be made
into the Debt Service Fund or any other fund or defaults in the observance or performance of any
other of the covenants, conditions or obligations set forth in this Resolution, the Owners shall be
entitled to a writ of mandamus issued by a court of competent jurisdiction compelling and
requiring the District and the officials thereof to observe and perform the covenants, obligations
or conditions prescribed in this Resolution. Any delay or omission to exercise any right or
power occurring upon any default shall not impair any such default or acquiescence therein, and
every such right and power may be exercised from time to time and as often as may be deemed
expedient.
28. Tax Matters.
(a) General - The District intends that the interest on the Bonds• shall be excludable
from gross income for federal income tax purposes pursuant to sections 103 and 141 through 150
of the Internal Revenue Code of 1986, as amended (the "Code "), and the applicable Income Tax
Regulations promulgated thereunder (the "Regulations "). The District covenants and agrees not
to take any action, or knowingly omit to take any action within its control, that if taken or
omitted, respectively, would cause the interest on the Bonds to be includable in gross income, as
defined in section 61 of the Code, for federal income tax purposes. In particular, the District
covenants and agrees to comply with each requirement of this Section 27; provided, however,
that the District shall not be required to comply with any particular requirement of this
Section 27 if the District has received an opinion of nationally recognized bond counsel
( "Counsel's Opinion ") that such noncompliance will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the Bonds or if the District has
received a Counsel's Opinion to the effect that compliance with some other requirement set forth
in this Section 27 will satisfy the applicable requirements of the Code and the Regulations, in
which case compliance with such other requirement specified in such Counsel's Opinion shall
constitute compliance with the corresponding requirement specified in this Section 27.
(b) No Private Use or Payment and No Private Loan Financing - The District shall
certify, through an authorized officer, employee or agent that based upon all facts and estimates
known or reasonably expected to be in existence on the date the Bonds are delivered and that
proceeds of the Bonds will not be used, in a manner that would cause the Bonds to be "private
activity bonds" within the meaning of section 141 of the Code and the Regulations. Moreover,
the District covenants and agrees that it will make such use of the proceeds of the Bonds
including interest or other investment income derived from Bond proceeds, regulate the use of
property financed, directly or indirectly, with such proceeds, and take such other and further
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action as may be required so that the Bonds will not be "private activity bonds" within the
meaning of section 141 of the Code and the Regulations.
(c) No Federal Guarantee - The District covenants and agrees that it has not and will
not take any action, and has not knowingly omitted and will not knowingly omit to take any
action within its control, that, if taken or omitted, respectively, would cause the Bonds to be
"federally guaranteed" within the meaning of section 149(b) of the Code and the Regulations,
except as permitted by section 149(b)(3) of the Code and the Regulations.
(d) No Hedge Bonds - The District covenants and agrees that it has not and will not to
take any action, and has not knowingly omitted and will not knowingly omit to take any action,
within its control, that, if taken or omitted, respectively, would cause the Bonds to be "hedge
bonds" within the meaning of section 149(g) of the Code and the applicable Regulations
thereunder.
(e) No Arbitrage - The District shall certify, through an authorized officer, employee
or agent that based upon all facts and estimates known or reasonably expected to be in existence
on the date the Bonds are delivered, the District will reasonably expect that the proceeds of the
Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within
the meaning of section 148(a) of the Code and the Regulations. Moreover, the District covenants
and agrees that it will make such use of the proceeds of the Bonds including interest or other
investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds,
and take such other and further action as may be required so that the Bonds will not be "arbitrage
bonds" within the meaning of section 148(a) of the Code and the Regulations.
(f) Arbitrage Rebate - If the District does not qualify for an exception to the
requirements of section 148(1) of the Code relating to the required rebate to the United States, the
District will take all necessary steps to comply with the requirement that certain amounts earned
by the District on the investment of the "gross proceeds" of the Bonds (within the meaning of
section 148(f )(6)(B) of the Code), be rebated to the federal government. Specifically, the
District will (i) maintain records regarding the investment of the gross proceeds of the Bonds as
may be required to calculate the amount earned on the investment of the gross proceeds of the
Bonds separately from records of amounts on deposit in the funds and accounts of the District
allocable to other bond issue of the District or moneys which do not represent gross proceeds of
any bonds of the District, (ii) calculate at such times as are required by the Regulations, the
amount earned from the investment of the gross proceeds of the Bonds which is required to be
rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date
of the delivery of the Bonds or on such other dates as may be permitted under the Regulations,
all amounts required to be "rebated to the federal government. Further, the District will not
indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing
requirements to any person other than the federal government by entering into any investment
arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in
the amount required to be paid to the federal government because such arrangement results in a
smaller profit or a larger loss than would have resulted if the arrangement had been at arm's
length and had the yield on the issue not been relevant to either party.
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30. Discharge.
"MSRB" means the Municipal Securities Rulemaking Board.
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(g) Information Reporting - The District covenants and agrees to file or cause to be
filed with the Secretary of the Treasury, not later than the fifteenth (15th) day of the second
calendar month after the close of the calendar quarter in which the Bonds are issued, an
information statement concerning the Bonds, all under and in accordance with section 149(e) of
the Code and the Regulations.
(h) Continuing Obligation - Notwithstanding any other provision of this Resolution,
the District's obligations under the covenants and provisions of this Section 27 shall survive the
defeasance and discharge of the Bonds.
29. Qualified Tax- Exempt Obligations.
The District hereby designates the Bonds as "qualified tax- exempt obligations" for
purposes of section 265(b) of the Code. In connection therewith, the District represents (i) that
the aggregate amount of tax- exempt obligations issued by the District during calendar year 2003,
including the Bonds, which have been designated as "qualified tax- exempt obligations" under
section 265(b)(3) of the Code does not exceed $10,000,000, and (ii) that the reasonably
anticipated amount of tax- exempt obligations which will be issued by the District during
calendar year 2003, including the Bonds, will not exceed $10,000,000. For purposes of this
section, the term "tax- exempt obligation" does not include "private activity bonds" within the
meaning of section 141 of the Code, other than "qualified 50I (c)(3) bonds" within the meaning
of Section 145 of the Code. In addition, for purposes of this Section, the District includes all
entities aggregated with the District under section 265(b) of the Code.
The District hereby reserves the right to discharge, defease or refund the Bonds in any
manner now or hereafter permitted by law.
31. Continuing Disclosure Undertaking.
(a) Definitions. When used in this Section, the following terms shall have the
respective meanings as set forth below:
"Accounting Principles" means the accounting principles described in the notes to the
Audit as such principles may be changed from time to time to comply with State laws or
regulations.
"Annual Financial Information and Operating Data" means the financial information and
operating data of the general type included in the final Official Statement authorized by this
Resolution and described in Exhibit A hereto.
Audit" means the audited annual financial statements of the District prepared by an
independent auditor, in accordance with the rules of the Texas Commission on Environmental
Quality, or its successors, in effect at such time.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. The District shall provide annually to each NRMSIR and any
SID, within six (6) months after the end of each fiscal year of the District, Annual Financial
Information and Operating Data with respect to the District. Any financial statements so
provided shall be (i) prepared in accordance with the Accounting Principles described in this
Resolution and (ii) audited, if the District commissions an audit of such statements and the audit
is completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the District shall provide unaudited financial
statements for the applicable fiscal year to each NRMSIR and any SID within such six (6) month
period, and audited financial statements, when the audit report on such statements becomes
available.
If the District changes its fiscal year, the District will notify each NRMSIR and any SID
of the change (and of the date of the new fiscal year end) prior to the next date by which the
District otherwise would be required to provide financial information and operating data
pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The District shall notify any SID and either each
NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the
Bonds, if such event is material within the meaning of the federal securities laws:
(i) Principal and interest payment delinquencies;
(ii) Non- payment related defaults;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
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(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
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(v) Substitution of credit or liquidity providers, or their failure to
perform;
(vi) Adverse tax opinions or events affecting the tax- exempt status of
the Bonds;
(vii) Modifications to rights of holders of the Bonds;
(viii) Bond calls;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the
Bonds; and
(xi) Rating changes.
The District shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner, of any failure by the District to provide financial information or operating data in
accordance with paragraph (a) of this Section by the time required by such paragraph.
(d) Limitations, Disclaimers, and Amendments. The District shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the District remains an "obligated person" with respect to the Bonds within the meaning of
the Rule, except that the District in any event will give the notice required by paragraph (b) of
this Section of any Bond calls and defeasance that cause the District to be no longer such an
"obligated person."
The provisions of this Section are for the sole benefit of the Registered Owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The
District undertakes to provide only the financial information, operating data, financial
statements, and notices which it has expressly agreed to provide pursuant to this Section and
does not hereby undertake to provide any other information that may be relevant or material to a
complete presentation of the District's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with this Section or otherwise,
except as expressly provided herein. The District does not make any representation or warranty
concerning such information or its usefulness to a decision to invest in or sell Bonds at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN
PART FROM ANY BREACH BY THE DISTRICT, WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
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No default by the District in observing or performing its obligations under this
Section shall constitute a breach of or default under this Resolution for purposes of any other
provision of this Resolution.
The provisions of this Section may be amended by the District from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the District, but only if the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the original primary offering of the Bonds in compliance with the Rule, taking into
account any amendments and interpretations of the Rule to the date of such amendment, as well
as such changed circumstances, and either the Owners of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Resolution that authorizes
such an amendment) of the outstanding Bonds consent to such amendment or a person that is
unaffiliated with the District (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Owners and beneficial owners of the
Bonds. If the District so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance with paragraph (a)
of this Section an explanation, in narrative form, of the reasons for the amendment and of the
impact of any change in the type of financial information or operating data so provided. The
District may also repeal or amend the provisions of this Section if the SEC amends or repeals the
applicable provisions of the Rule or any court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, but in either case only if and to the extent that its right to do so
would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary
offering of the Bonds.
32. Related Matters.
To satisfy in a timely manner all of the District's obligations under this Resolution, the
President and Secretary of the Board of Directors of the District and all other appropriate officers
and agents of the District are hereby authorized and directed to do any and all things necessary
and/or convenient to carry out the terms and purposes of this Resolution.
33. Subscription for Securities; Approval of Escrow Agreement Redemption of
Refunded Bonds.
(a) The President and Vice President of the Board, either or both, are hereby
authorized to make necessary arrangements for, and to execute such documents and agreements
in connection with the purchase of the Federal Securities required by and referenced in the
Escrow Agreement as may be necessary for the Escrow Fund and the application for the
acquisition of the Federal Securities is hereby approved and ratified.
(b) The Escrow Agreement, in substantially the form presented at this meeting, and
its execution and delivery by the President or Vice President of the Board are hereby authorized
and approved. The signature of the President or Vice President shall be attested by the Secretary
of the Board.
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(c) Following the deposit to the Escrow Fund as herein specified, the Refunded
Bonds shall be payable solely from and secured by the cash and securities on deposit in the
Escrow Fund and shall cease to be payable from ad valorem taxes.
(d) The Refunded Bonds are hereby called for redemption and shall be redeemed
prior to their stated maturities on the dates, at a redemption price equal to the principal amount
thereof plus interest accrued thereon to the redemption date, as set forth on Schedule I.
(e) The Secretary of the Board is hereby authorized to cause notice of redemption and
notice of deposit to be given to the paying agent/registrar for the Refunded Bonds by delivery of
a certified copy of this Resolution. The paying agent/registrar for the Refunded Bonds is hereby
authorized and directed to give notice of deposit with respect to the Refunded Bonds, and to give
notice of redemption with respect to the Refunded Bonds being called prior to redemption as
specified in Section 32(d) as required under the resolution pursuant to which such Refunded
Bonds were issued.
34. No Personal Liability.
No recourse shall be had for payment of the principal of or interest on any Bonds or for
any claim based thereon, or on this Resolution, against any official or employee of the District or
any person executing any Bonds.
35. District's Successors and Assigns.
Whenever in this Resolution the District is named and referred to.it shall be deemed to
include its successors and assigns, and all covenants and agreements in this Resolution by or on
behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of
its successors and assigns whether or not so expressed.
36. Severabilitv Clause.
If any word, phrase, clause, sentence, paragraph, section or other part of this Resolution,
or the application thereof to any person or circumstance, shall ever be held to be invalid or
unconstitutional by any court of competent jurisdiction, the remainder of this Resolution and the
application of such word, phrase, clause, sentence, paragraph, section or other part of this
Resolution to any other persons or circumstances shall not be affected thereby.
VIN999/67008
Dallas Resolution - Fem Bluff 2003.DOC
-35-
ATTEST:
Secretary, Board of Directors
Fern Bluff Municipal Utility District
(SEAL)
PASSED AND APPROVED this day of , 2003.
V1N999/67008
Dallas Resolution - Fern Bluff 2003.DOC
President, Board of Directors
Fem Bluff Municipal Utility District
-36-
SCHEDULE I
The following maturities of the following series of the District's Waterworks and Sewer
System Unlimited Tax and Revenue Bonds have been called for redemption and shall be
redeemed on the redemption date set forth below at a price equal to the principal amount thereof
plus interest accrued thereon to the redemption date as set forth below:
Series Principal Amount Maturities Redemption Date
1993 $500,000 2005 -2016 09/30/03
(Inclusive)
1996 $2,920,000 2009 -2018 05/01/06
RIC396n10l4
Dallas Resolution • Fem Bluff2003.DOC
SCHEDULE OF BONDS TO BE REFUNDED
I -1
RIC396/71014
Dallas Resolution - Rem Bluff 2003.DOC
SCHEDULE II
FERN BLUFF MUNICIPAL UTILITY DISTRICT
WATERWORKS AND SEWER SYSTEM COMBINATION
UNLIMITED TAX AND REVENUE REFUNDING BONDS
SERIES 2003
SCHEDULE OF ACCRETED VALUES OF THE
PREMIUM CAPITAL APPRECIATION BONDS
(Per $5,000 Maturity Amount)
CAB's Delivery Date: September 30, 2003
(See attached schedule.)
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
The following information is referred to in this Resolution.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the District to be provided
annually in accordance with such Article are as specified (and included in the Appendix or other
headings of the Official Statement referred to) below:
1. The audited financial statements of the District for the most recently concluded
fiscal year.
2. Statistical and financial data set forth in
Accounting Principles
The accounting principles referred to in such Article are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.
RIC396/71014
Dallas Resolution - Fern Bluff 2003.DOC
A -1
Draft: 7/1/2003 4.•31 PM
PRELIMINARY OFFICIAL STATEMENT DATED JULY 31, 2003
This Preliminary Official Statement is subject to completion and amendment. Upon sale of the Bonds, the Official Statement will be completed and delivered to the
Underwriter.
IN THE OPINION OF 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-Enty -Only Rating: S&P - "AAA"
$3.420,000" (See "MUNICIAL BOND RATING" herein)
FERN BLUFF MUNICIPAL UTILITY DISTRICT
(A political subdivision 0! the Slate of Texas located within Williamson County)
WATERWORKS AND SEWER SYSTEM
COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS
SERIES 2003
The bonds described above (the "Bonds") are obligations solely of Fem Bluff Municipal Utility District (the "District ") and are not obligations of the State of Texas,
Williamson County, the City of Round Rock or any entity other than the District.
Dated: September 1, 2003 Due: May 1, as shown below
The Bonds, when issued, will constitute valid and legally binding obligations of the District and will be payable from the proceeds of an annual ad valorem
lax, 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 District's water and wastewater system. The District does not expect that Net Revenues will
ever be sufficient in amount to contribute to the payment of debt service on the Bonds. THE BONDS ARE SUBJECT TO SPECIAL INVESTMENT
CONSIDERATIONS DESCRIBED HEREIN. See "INVESTMENT CONSIDERATIONS."
The Current Interest Bonds and the Premium Compound Interest Bonds (collectively, the "Bonds ") will be issued in fully registered form only. The Current
Interest Bonds will be issued in denominations of 55,000 or any integral multiple of 05,000 for any one maturity. Principal of the Current Interest Bonds, together with
principal and interest on the Premium Compound Interest Bonds, will be payable at stated maturity or redemption upon presentation of the Bonds at the principal
payment office of the paying agent/registrar, initially, Bank One, National Association, Austin, Texas (the "Paying Agem/Registrat "). Interest on the Current Interest
Bonds acmes from September 1, 2003, and is payable on May 1, 2004 (eight months of interest), and on each September 1 and Mauch 1 thereafter until the earlier of
maturity or redemption. The Current Interest Bonds are subject to redemption prior to maturity as shown below. The Premium Compound Interest Bonds will be issued
in the denomination of 05,000 maturity amounts, or integral multiples thereof, including both principal and interest Interest on the Premium Compound Interest Bonds
will accrue from the date of delivery and will be compounded semiamually on May 1 and November 1 of each year commencing May 1, 2004. Compounded interest
and principal will be paid only at maturity. The Premium Compound Interest Bonds are not subject to redemption prior to maturity. See "APPENDIX C —Accreted
Values of Premium Compound Interest Bonds" for accreted value thereof on each compounding dam through maturity. Interest on the Bonds accrues on the basis of a
360 day year comprised of twelve 30 day months.
The Bonds will be registered and delivered only in the name of Cede & Co., as nominee for The Depositary 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. See "Book - Entry- Only.System."
MATURITY SCHEDULE
53,355,000' Current Interest Bonds
Initial Initial
Due Principal Cusip Interest Reoffering Due Principal Cusip Interest Reoffering
(May 1) Amount.' Number(e) Ram Yield (a) (May 1) Amount.' Number(c) Ram Yield (a)
2004 S 65,000 % % 2014 S 310,000 %
2015 330,000
2010 275,000 2016 495,000
2011 285,000 2017 490,000
2012 295,000 2018 510,000
2013 300,000
Imbel 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 reoffering yields indicated above
represent the lower of the yields resulting when priced to maturity or to the fast call dam. Accrued interest from September 1, 2003, ism be added to the price.
Bonds maturing on or after May I, 2012, are subject to redemption prior to maturity at the option of the District, in whole or in part, from time- to-time on May 1,
2011, 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. Bonds maturing on May 1, 2018, are also subject to mandatory sinking fund redemption as described herein. See "THE BONDS — Redemption
Provisions."
CUSIP Numbers have been assigned to the Bonds by CUSIP Service Bureau and are included solely for the convenience of the purchasers of the Bonds. Neither
the District nor the Underwriters shall be responsible for the selection or correctness of the CUSIP Numbers set forth herein.
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, Austin,
Texas. Fulbright & Saworski L.L.P. as counsel to the Underwriter. Delivery of the Bonds is expected on or about September , 2003, in Austin, Texas.
(0)
(b)
(0)
•Preliminary, subject to change.
•
S65,000' Premium Compound Interest Bonds
Original Initial Total
Maturity Cusip Principal Yield to Payment at
(Mall_ Number(c) Amount" Maturity(a) Maturity•
2005 0 30,000
2006 15,000
' 2007 10,000
2008 5,000
2009 5,000
EXHIBIT E
MATURITY SCHEDULE 1
USE OF INFORMATION IN OFFICIAL STATEMENT 3
SALE AND DISTRIBUTION OF THE BONDS ......
The Underwriter 4
Prices and Marketability 4
Securities Laws 4
OFFICIAL STATEMENT 5
SELECTED FINANCIAL INFORMATION
(UNAUDITED) — 8
PLAN OF FINANCING— 9
Purpose 9
Outstanding Bonds 9
Refunded Bonds 10
Escrow Agreement 10
Defeasance of Refunded Bonds 10
Sources and Uses of Funds 11
Debt Service Requirements 11
THE BONDS—. 12
Description 12
Book-Entry-Only System 12
Method of Payment of Principal and Interest 13
Source of Payment 13
Funds 14
Redemption Provisions 14
Authority for Issuance 14
Registration and Transfer 14
Lost, Stolen or Destroyed Bonds 15
Replacement of Paying Agent/Registrar 15
Issuance of Additional Debt 15
Annexation 15
Consolidation 16
Remedies in Event of Default 16
Legal Investment and Eligibility to Secure Public Funds in
Texas 16
Defeasance 16
THE DISTRICT 17
General 17
Description and Location 17
Planned Land Use 17
Status of Development 17
MANAGEMENT OF THE DISTRICT... ..—. 18
171E SYSTEM 19
Regulation 19
Water Supply and Distribution 19
Wastewater Collection and Treatment 19
Storm Drainage 19
Waterworks and Sewer System Operating Statement 20
FINANCIAL INFORMATION CONCERNING THE
DISTRICT ..... ------21
Investments of the District 21
Estimated Overlapping Debt 22
Overlapping Taxes 22
TAX DATA — 23
District Taxes 23
Historical Tax Rate Distribution 23
.TABLE OF CONTENTS
2
Historical Tax Collections 23
Tax Roll Information 23
Principal Taxpayers 24
Tax Adequacy for Debt Service 24
TAXING PROCEDURES ... 25
Authority to Levy Taxes 25
Property Tax Code and County-Wide Appraisal District 25
Property Subject to Taxation by the District 25
Tax Abatement 25
Valuation of Property for Taxation 26
District and Taxpayer Remedies 26
Levy and Collection of Taxes 26
District's Rights in the Event of Tax Delinquencies 27
The Effect of FIRREA on Tax Collections of the District 27
INVESTMENT CONSIDERATIONS 27
General 27
Factors Affecting Taxable Values and Tax Payments 27
Maximum Impact on District Tax Rates 28
Tax Collection Limitations and Foreclosure Remedies.. ..... 28
Registered Owners' Remedies 28
Bankruptcy Limitation to Registered Owners' Rights 28
Future Debt 29
Marketability of the Bonds 29
Continuing Compliance with Certain Covenants 29
MUNICIPAL BOND RATING .
BOND INSURANCE ....... ....... 29
LEGAL MATTERS — 30
Legal Proceedings 30
Tax Exemption 30
Tax Accounting Treatment ot Original Issue Discount
Bonds 31
Qualified Tax-Exempt Obligations - Purchase of the Bonds
by Financial Institutions 32
No-Litigation Certificate 32
PREPARATION OF OFFICIAL STATEMENT 33
Sources and Compilation of Information 33
Financial Advisor 33
Consultants 33
Updating the Official Statement 33
Certification of Official Statement 34
CONTINUING DISCLOSURE OF INFORMATION 34
Annual Reports 34
Material Event Notices 34
Availability of Information from NRMSIRs and SID 35
Limitations and Amendments 35
Compliance with Prior Undertakings 35
MISCELLANEOUS 36
APPENDIX A—Financial Statement of the District
APPENDIX B—Specimen Financial Guaranty
Insurance Policy
APPENDIX C—Accreted Values of Premium
Compound Interest Bonds
USE OF INFORMATION IN OFFICIAL STATEMENT
No dealer, broker, salesman or other person has been authorized to give any information or to make any
representations other than those contained in this OFFICIAL STATEMENT, and, if given or made, such other information
or representation must not be relied upon as having been authorized by the District.
This OFFICIAL STATEMENT is not to be used in an offer to sell or the solicitation of an offer to buy in any state
in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified
to do so or to any person to whom it is unlawful to make such offer or solicitation.
All of the summaries of the statutes, resolutions, contracts, audited financial statements, engineering and other
related reports set forth in this OFFICIAL STATEMENT are made subject to all of the provisions of such documents.
These summaries do not purport to be complete statements of such provisions, and reference is made to such documents,
copies of which are available from First Southwest Company, the District's financial advisor (the "Financial Advisor "),
1021 Main Street, Suite 2200, Houston, Texas 77002, for further information.
This OFFICIAL STATEMENT contains, in part, estimates, assumptions and matters of opinion which are not
intended as statements of fact, and no representation is made as to the correctness of such estimates, assumptions or matters
of opinion, or as to the likelihood that they will be realized. Any information and expressions of opinion herein contained
are subject to change without notice and neither the delivery of this OFFICIAL STATEMENT nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District
or other matters described herein since the date hereof. However, the District has agreed to keep this OFFICIAL
STATEMENT current by amendment or sticker to reflect material changes in the affairs of the District and, to the extent
that information actually comes to its attention, the other matters described in the Official Statement until delivery of the
Bonds to the Underwriter and thereafter only as specified in "PREPARATION OF OFFICIAL STATEMENT — Updating
the Official Statement" and "CONTINUING DISCLOSURE OF INFORMATION."
3
SALE AND DISTRIBUTION OF THE BONDS
The Underwriter
The Bonds are being purchased by (the "Underwriter") pursuant to a bond purchase agreement
with the District (the "Bond Purchase Agreement ") at a price of $ (representing the par amount of the Bonds
of $ less an underwriters discount of $ plus premium on the Premium Compound
Interest Bonds of $ plus accrued interest in the amount of $ ). The Underwriter's obligation is to
purchase all of the Bonds, if any are purchased. See "PLAN OF FINANCING -- Sources and Uses of Funds."
In its capacity as Underwriter, has compiled and edited this OFFICIAL STATEMENT. The
Underwriter has not, however, independently verified the factual information contained in this OFFICIAL STATEMENT
nor has it conducted an investigation into the affairs of persons or firms referred to in this OFFICIAL STATEMENT for
the purpose of passing upon the accuracy or completeness of this OFFICIAL STATEMENT.
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.
Description...
Redemption...
Use of Proceeds...
Authority for Issuance...
Source and Security
for Payment...
Municipal Bond Rating and
Municipal Bond Insurance... Standard & Poor's Ratings Group has assigned its municipal bond rating of "AAA" to
this issue of Bonds with the understanding that, upon delivery of the Bonds, a financial
guaranty insurance policy insuring the timely payment of principal of and interest on
the Bonds will be issued by . See "BOND INSURANCE" and
"MUNICIPAL BOND RATING." Payment of the insurance premium to Ambac
Assurance Corporation is the responsibility of the Underwriter.
"Preliminary, subject to change.
THE BONDS
$3,420,000* Fem Bluff Municipal Utility District Waterworks Sewer System
Combination Unlimited Tax and Revenue Refunding Bonds, Series 2003 (the "Bonds ")
are issued pursuant to a resolution of the District's Board of Directors. The Current
Interest Bonds mature serially on May 1 of each year 2009 through 2018, both
inclusive, in the principal amounts set forth on the cover page of this Official
Statement. The Current Interest Bonds will be issued in fully registered form in the
aggregate principal amount of 53,355,000* in denominations of $5,000 or integral
multiples of $5,000. Interest on the Current Interest Bonds will accrue from September
1, 2003, with interest payable May I, 2004, and each November 1 and May 1
thereafter, until the earlier of maturity or redemption at the rates set forth on the cover
page hereof. The Premium Compound Interest Bonds mature on May 1, 2004 through
2009, both inclusive, and will be issued as fully registered bonds in the aggregate
principal amount of $65,000* in denominations which result in total amounts due at
maturity equal to $5,000 or integral multiples thereof (including both principal and
compound interest). Interest on the Premium Compound Interest Bonds accrues from
the date of delivery, is compounded May 1 and November 1 of each year commencing
May 1, 2004, and is payable at maturity. The total payment at maturity of the Premium
Compound Interest Bonds is shown on the cover page of this Official Statement. See
"THE BONDS — Description" and "APPENDIX C— Accreted Values of Premium
Compound Interest Bonds."
Bonds maturing on or after May 1, 2012 are subject to redemption at the option of the
District prior to their maturity dates on May 1, 2011, 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. The Tenn Bonds are also subject to mandatory sinking
fund redemption as described herein. See "THE BONDS—Redemption Provisions."
Proceeds from the sale of the Bonds will be used to pay certain costs incurred in
connection with the issuance of the Bonds and to currently refund 5500,000 of the
Series 1993 Bonds and to advance refund $2,920,000* of the Series 1996 Bonds in
order to achieve net savings in the District's annual debt service expense. See "PLAN
OF FINANCING."
The Bonds are issued pursuant to the Bond Resolution, the Texas Constitution and the
general laws of the State of Texas. See "THE BONDS — Authority for Issuance" and " --
Issuance of Additional Debt."
Principal of and interest on the Bonds are payable from the proceeds of a continuing,
direct, annual ad valorem tax, without legal limitation as to rate or amount, levied
against taxable property within the District and additionally from Net Revenues (as
defined 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."
5
Description...
Location...
Status ! Development...
Standard & Poor's has confirmed 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.
Qualified Tax - Exempt
Obligations... 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 2003 is not reasonably expected to exceed $10,000,000. See
"LEGAL MATTERS — Qualified Tax - Exempt Obligations."
Bond Counsel... Vinson & Elkins L.L.P., Houston and Austin, Texas. See "MANAGEMENT OF THE
DISTRICT" and "LEGAL MATTERS."
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, National Association, 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."
THE DISTRICT
The District is a political subdivision of the State of Texas, created by order of the
Texas Water Commission (predecessor to the Texas Commission on Environmental
Quality) on June 10, 1986, under Article XVI, Section 59 of the Texas Constitution,
and operates pursuant to Chapters 49 and 54 of the Texas Water Code, as amended.
The District consists of approximately 701 acres of land. See "THE DISTRICT —
General."
The District is located approximately 16 miles north of the central downtown business
district of the City of Austin and 3 miles west of the City of Round Rock, Texas and
lies wholly within the exclusive extraterritorial jurisdiction of the City of Round Rock
(see "THE BONDS — Annexation ") and within the Round Rock Independent School
District The District is comprised of two non - contiguous parcels of land. Access to
the Fern Bluff and Stone Canyon subdivisions is provided by Interstate Highway 35
from Austin to Ranch Road 620 to Wyoming Springs Road and access to Oak Brook
subdivision is provided by Ranch Road 620 to Great Oaks Drive. See "THE
DISTRICT — Description and Location."
Development of the land within the District began in 1987. Water supply and
distribution, wastewater collection and storm drainage facilities are available to serve
the entire District. Single- family residential development includes the subdivisions of
Fern Bluff, Stone Canyon and Oak Brook (collectively, 1,901 single- family lots on
approximately 535 acres). As of July 1, 2003, 1,866 homes were completed in the
District, 8 homes were under construction and 27 developed lots were available for
home construction.
There are approximately 144 acres of land within the District devoted to recreation and
approximately 22 acres are owned by the Round Rock Independent School District
where Fern Bluff Elementary School has been constructed. See "THE DISTRICT —
Status of Development" and "THE SYSTEM."
6
Water and Wastewater...
Payment Record...
Water supply is being provided to the District by the City of Round Rock through a
water supply agreement which provides for the sale of bulk water to the District.
Wastewater treatment for the District, 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 517,315,000 of waterworks and sewer system
combination unlimited tax and revenue bonds in six series and 51,210,000 in
waterworks and sewer system combination unlimited tax and refunding bonds in one
series. The District currently has $14,885,000 of such bonds outstanding as of July 1,
2003 (the "Outstanding Bonds "). The District has never defaulted on either the
principal or interest payments on the Outstanding Bonds. See "PLAN OF
FINANCING —Outstanding Bonds."
7
SELECTED FINANCIAL INFORMATION (UNAUDITED)
2002 Certified Taxable Assessed Valuation (100% of Market Value) $402,658,772 (a)
2003 Preliminary Taxable Assessed Valuation (100% of Market Value) $391,885,324 (b)
Gross Direct Long -Term Debt Outstanding $ 14,885,000 (c) •
Estimated Overlapping Debt 15.481.103 (d)
Gross Direct Long -Term Debt and Estimated Overlapping Debt $ 30,366,103 (c,d)*
Ratio of Gross Long -Term Debt to:
2003 Preliminary Taxable Assessed Valuation 3.80% •
Ratio of Gross Long -Term Debt and Estimated Overlapping Debt to:
2003 Preliminary Taxable Assessed Valuation 7.75% •
Funds Available as of June 10, 2003:
Debt Service Fund Balance $2,457,615 (e,f)
Operations and Maintenance Fund $1,386,070
Park Fund $1,335,032 -
Capital Projects Fund $ 514,659
Average Annual Debt Service Requirement (2004 -2020) $1,318,653 (c)*
Maximum Annual Debt Service Requirement (2004) $1,367,645 (c)*
2002 Debt Service Tax Rate $0.325
2002 Maintenance Tax Rate 0.240
Total $0.565
Tax Rate Required to Pay Average Annual Debt Service (2004-2020) at 95% Collection Rate
Based Upon the 2003 Preliminary Taxable Assessed Valuation $0.36 •
Tax Rate Required to Pay Maximum Annual Debt Service (2004) at 95% Collection Rate
Based Upon the 2003 Preliminary Taxable Assessed Valuation $0.37 •
Current Tax Collections (1998 -2002) _%
Status of Development as of June 1, 2003:
Total Homes (1,861 occupied) 1,866
Homes Under Construction 8
Vacant Developed Lots 27
Estimated Population 6,513 (g)
(a) As certified by the Williamson County Appraisal District (the "Appraisal District").
(b) Provided by the Appraisal District. Such amount reflects an estimate of the taxable value within the District on
January 1, 2003, and is subject to review and change by the Appraisal District and the Williamson County Appraisal
Review Board (the "Appraisal Review Board "). No tax will be levied on such amounts until they are certified by
the Appraisal District.
(c) After the issuance of the Bonds. See "PLAN OF F1NANCENG —Debt Service Requirements."
(d) See "FINANCIAL INFORMATION CONCERNING THE DISTRICT — Estimated Overlapping Debt."
(e) Does not exclude the District's estimated November 1, 2003 debt service payments in the amount of $285,732.
(f) Neither the Bond Resolution nor Texas law requires the District to maintam any specific balances.
(g) Based upon 3.5 residents per completed single - family residence.
*Preliminary, subject to change.
8
PRELIMINARY OFFICIAL STATEMENT
$3,420,000•
FERN BLUFF MUNICIPAL UTILITY DISTRICT
(A political subdivision of the State of Texas located within Williamson County)
WATERWORKS AND SEWER SYSTEM
COMBINATION UNLIMITED TAX AND REVENUE REFUNDING BONDS
SERIES 2003
This Official Statement provides certain information in connection with the issuance by Fem Bluff Municipal
Utility District (the "District ") of its $3,420,000* Waterworks and Sewer System Combination Unlimited Tax and Revenue
Refunding Bonds, Series 2003 (the "Bonds ").
The Bonds are issued pursuant to the Texas Constitution, the general laws of the State of Texas, and a resolution
authorizing the issuance of the Bonds (the "Bond Resolution") adopted by the Board of Directors of the District (the
"Board").
This Official Statement includes descriptions, among others, of the Bonds and the Bond Resolution, and certain
other information about the District 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 Vinson &
Elkins L.L.P., 2801 Via Fortuna, Austin, Texas 78746.
•Preliminary, subject to change.
PLAN OF FINANCING
At an election held June 30, 1986, voters of the District authorized the issuance of $45,000,000 of waterworks and
sewer system unlimited tax and revenue bonds for the purpose of providing and maintaining huprovements and facilities
consistent with the purpose for which the District was created. The District has issued $17,315,000 principal amount of
waterworks and sewer system combination unlimited tax and revenue bonds and $1,210,000 principal amount of
waterworks and sewer system combination unlimited tax and revenue refunding bonds as shown below under "Outstanding
Bonds." The District currently has $14,885,000 principal amount of its bonds outstanding (the "Outstanding Bonds ").
The proceeds of the Bonds are being used to currently refund a portion of the Series 1993 Bonds and advance
refund a portion of the 1996 Bonds totaling $3,420,000* (the "Refunded Bonds ") in order to achieve a net savings in the
District's annual debt service expenses. The proceeds will also be used to pay the costs of issuance of the Bonds. See
"Sources and Uses of Funds." A total of $11,465,000 in principal amount of the Outstanding Bonds will remain
outstanding after the issuance of the Bonds (the "Remaining Outstanding Bonds ").
Outstanding Bonds
The following table lists the original principal amount of Outstanding Bonds, and the current principal balance of
the Outstanding Bonds, the Refunded Bonds and the Remaining Outstanding Bonds.
Original Principal Remaining
Principal Currently Refunded Outstanding
Series Amount Outstanding Bonds* Bonds*
1991 $1,500,000 $ 0 $ 0 $ 0
1993 700,000 525,000 500,000 25,000
1996 4,350,000 3,650,000 2,920,000 730,000
1997 (Refunding) 1,210,000 1,015,000 0 1,015,000
1998 4,880,000 4,340,000 0 4,340,000
2000 3,750,000 3,400,000 0 3,400,000
2001 2,135.000 1.955.000 0 1.955,000
Total $18,525,000 $14,885,000 $3,420,000 $11,465,000
9
Refunded Bonds
Proceeds of the Bonds will be applied to currently refund the Series 1993 Bonds and advance refund the Series
1996 Bonds in the principal amounts and maturity dates set forth below and to pay certain costs of issuing the Bonds.
Maturity Date Series Series
May 1 1993' 1996*
2005 $ 30,000 $ 0
2006 30,000 0
2007 30,000 0
2008 35,000 0
2009 35,000 175,000
2010 40,000 185,000
2011 40,000 200,000
2012 45,000 210,000
2013 50,000 220,000
2014 50,000 235,000
2015 55,000 255,000
2016 60,000 425,000
2017 0 490,000
2018 0 525,000
$500,000 $2,920,000
Redemption Date: September , 2003 May 1, 2006
The Refunded Bonds will be redeemed on the dates shown above, the earliest redemption dates, after the issuance
of the Bonds, allowable under the orders authorizing the issuance of the Refunded Bonds.
Escrow Agreement
The Refunded Bonds and the interest due thereon, are to be paid on their scheduled interest payment dates until
final payment or their redemption date from funds to be deposited with Bank One, National Association, Austin, Texas, as
escrow agent (the "Escrow Agent ").
The Bond Order provides that the District and the Escrow Agent will enter into an escrow agreement (the "Escrow
Agreement ") to be dated as of September 1, 2003, but effective on the date of delivery of the Bonds (expected to be
September 2003). The Bond Order further provides that from the proceeds of the sale of the Bonds, along with
certain otherfully available funds of the District, the District will deposit with the Escrow Agent the amount necessary
to accomplish the discharge and final payment of the Refunded Bonds. Such funds will be held by the Escrow Agent in a
segregated escrow account (the "Escrow Fund ") and used to purchase United States Treasury Obligations (the "Escrowed
Securities "). Under the Escrow Agreement, the Escrow Fund is irrevocably pledged to the payment of principal of and
interest on the Refunded Bonds and will not be available to pay principal of and interest on the Bonds or the Remaining
Outstanding Bonds.
Defeasance of Refunded Bonds
By the deposit of the Escrowed Securities and cash, if any, with the Escrow Agent pursuant to the Escrow
Agreement, the District will have effected the defeasance of the Refunded Bonds pursuant to the terms of the orders
authorizing the issuance of the Refunded Bonds. In the opinion of Bound Counsel, as a result of such deposit, firm bunking
and financial arrangements will have been made for the discharge and fmal payment of the Refunded Bonds pursuant to the
Escrow Agreement, and such Refunded Bonds will be deemed under Texas law to be fully paid and no longer outstanding,
except for the purpose of being paid from the funds provided therefor in the Escrow Fund
"Preliminary, subject to change.
l0
Sources and Uses of Funds
The proceeds derived from the sale of the Bonds, exclusive of accrued interest, will be applied as follows:
Sources of Funds:
Principal Amount of the Bonds $
District Contribution from Debt Service
Premium on Premium Compound Interest Bond
Original Issue Discount
Total Sources of Funds $
Uses of Funds:
Deposit to Escrow Fund $
Issuance Expenses and Underwriter's Discount
Original Issue Discount
Total Uses of Funds $
Debt Service Requirements
The following sets forth the debt service requirements for the Outstanding Bonds, less the debt service on the
Refunded Bonds ($3,420,000* principal amount), plus the debt service on the Bonds.
Outstanding
Bonds Less: Plus: Debt Service on the Total
Debt Service Debt Service on the Series 2002 Refunding Bonds* Debt Service
Year Requirements Refunded Bonds• Principal Interest Requirements*
2003 $ 388,061.88 $ 102,329.38 $ 285,732.50
2004 1,376,637.51 204,658.76 $ 65,000.00 $ 130,666.17. 1,367,644.92
2005 1,367,225.01 233,818.76 30,000.00 186,591.00 1,349,997.25
2006 1,361,586.26 232,123.76 15,000.00 196,591.00 1,341,053.50
2007 1,355,800.01 230,398.76 10,000.00 201,591.00 1,336,992.25
2008 1,352,448.76 233,496.26 5,000.00 211,591.00 1,335,543.50
2009 1,344,933.13 401,281.88 5,000.00 376,591.00 1,325,242.25
2010 1,340,322.50 403,350.00 275,000.00 107,947.25 1,319,919.75
2011 1,338,411.25 404,400.00 285,000.00 100,171.00 1,319,182.25
2012 1,334,150.00 404,550.00 295,000.00 91,539.75 1,316,139.75
2013 1,332,413.75 403,800.00 300,000.00 82,241.00 1,310,854.75
2014 1,323,243.75 402,150.00 310,000.00 72,295.00 1,303,388.75
2015 1,321,530.00 409,300.00 330,000.00 61,489.50 1,303,719.50
2016 1,316,551.25 560,450.00 495,000.00 46,920.00 1,298,021.25
2017 1,313,346.25 536,200.00 490,000.00 28,822.50 1,295,968.75
2018 1,307,200.00 540,750.00 510,000.00 9,817.50 1,286,267.50
2019 1,306,293.75 1,306,293.75
2020 1,300,875.00 1,300,875.00
Total $ 23,081,030.06 $ 5,703,057.56 $ 3,420,000.00 $ 1,904,864.67 $ 22,702,837.17
Maximum Annual Debt Service Requ (2004) $1,367,645*
Average Annual Debt Service Requirements (2004-2020) $1,318,653*
(a) Excludes the District's May 1, 2003, debt service payment of $991,847.
*Preliminary, subject to change.
11
THE BONDS
Description
Principal of the Current Interest Bonds, together with principal and interest on the Premium Compound Interest
Bonds, is payable at maturity at the principal payment office of the paying agent/registrar, initially, Bank One, National
Association, Austin, Texas (the "Paying Agent/Registrar"). Interest on the Current Interest Bonds accrues from September
1, 2003, and is payable on each May 1 and November 1 commencing May 1, 2004 (eight months of interest), until the
earlier of maturity or prior redemption. Interest on the Current Interest Bonds shall be payable by check on or before each
interest payment date, mailed by the Paying Agent/Registrar to the registered owners ( "Registered Owners") as shown on
the bond register (the "Register") kept by the Paying Agent/Registrar at the close of business on the 15th calendar day of the
month immediately preceding each interest payment date to the address of such Registered Owner as shown on the Register,
or by such other customary banking arrangements as may be agreed upon by the Paying Agent/Registrar and a Registered
Owner at the risk and expense of such Registered Owner. Interest on the Premium Compound Interest Bonds will accrue
from the date of delivery and will be compounded on May 1 and November 1 of each year commencing May 1, 2004. The
principal of the Current Interest Bonds shall be payable at maturity or earlier redemption upon their presentation and
surrender at the principal payment office of the Paying Agent/Registrar. The Premium Compound Interest Bonds will be
issued in principal amounts that will mature in $5,000 denominations or integral multiples thereof, including both principal
and interest. See "APPENDIX C— Accreted Values of Premium Compound Interest Bonds" for the accreted value thereof
on each compounding date through maturity. The Bonds are scheduled to mature on May 1 in the amounts and years shown
on the cover page of this Official Statement. Interest calculations are based on a 360 -day year comprised of twelve 30-day
months.
Book -Entry-Only System
The Depository Trust Company ( "DTC "), New York, New York, will act as securities depository for the Bonds.
The Bonds will be issued as fully- registered securities in the name of Cede & Co. (DTC's partnership nominee) or such
other name as may be requested by an authorized representative of DTC. One fully - registered certificate will be issued for
the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC, the world's largest depository, is a limited - purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset
servicing for over 2 million issues of U.S. and non U.S. equity issues, corporate and municipal debt issues, and money
market instruments from over 55 countries that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also
facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This
eliminates the need for physical movement of certificates. Direct Participants include both U.S. and non -U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned
subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing
Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and
EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC,
and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both
U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has
Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ( "Beneficial Owner")
is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations
providing details of the transaction as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use
of the book -entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name
of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's
records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not
be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
12
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. Beneficial Owners
of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to
the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example,
Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain
and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless
authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to the District 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 District or 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, Agent, or the,
subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest
payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the District or Agent. Disbursement of such payments to Direct Participants will be the responsibility of
DTC, and reimbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving
reasonable notice to the District or Agent. Under such circumstances, in the event that a successor depository is not
obtained, certificates are required to be printed and delivered.
The District may decide to discontinue use of the system of book -entry transfers through DTC (or a successor
securities depository). In that event, certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that
the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.
Method of Payment of Principal and Interest
In the Bond Resolution, the Board has appointed JPMorgan Chase Bank, in Dallas, Texas as the initial 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 system is discontinued, principal of the Bonds shall be
payable upon presentation and surrender of the Bonds as they respectively become due and payable, at the principal
payment office of the Paying Agent/Registrar in Dallas, Texas and 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 close of business on the February 15 or August 15 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.
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,
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 additionally
secured by Net Revenues (as defined in the Bond Resolution), if any, derived from the operation of the District's water and
wastewater system.
13
The Bonds are obligations of the District and are not the obligations of the State of Texas, Williamson County, the
City of Round Rock, or any entity other than the District.
Funds
In the Bond Resolution, the Debt Service Fund is confirmed, and the proceeds from all taxes levied, appraised and
collected for and on account of the Bonds authorized by the Bond Resolution shall be deposited, as collected, in such fund.
Accrued interest on the Bonds shall be deposited into the Debt Service Fund upon receipt.
Redemption Provisions
The District reserves the right, at its option, to redeem the Bonds maturing on or after May 1, 2012, prior to their
scheduled maturities, in whole or in part, in integral multiples of 55,000, on May 1, 2011, 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
The Bonds are issued by the District pursuant to the terms and conditions of the Bond Order, Article XVI, Section
59 of the Texas Constitution; Chapter 1207, Texas Government Code; Chapters 49 and 57 of the Texas Water Code, as
amended; and the general laws of the State of Texas.
Before the Bonds can be issued, the Attorney General of Texas must pass upon the legality of certain related
matters. The Attorney General of Texas does not guarantee or pass upon the safety of the Bonds as an investment or upon
the adequacy of the information contained in this OFFICIAL STATEMENT.
Registration and Transfer
So long as any Bonds remain outstanding, the Paying Agent/Registrar shall keep the Register at its principal
payment office and, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for
the registration and transfer of Bonds in accordance with the terms of the Bond Resolution.
In the event the Book- Entry-Only System should be discontinued, each Bond shall be transferable only upon the
presentation and surrender of such Bond at the principal payment office of the Paying Agent/Registrar, duly endorsed for
transfer, or accompanied by an assignment duly executed by the Registered Owner or his authorized representative in form
satisfactory to the Paying Agent/Registrar. Upon due presentation of any Bond in proper form for transfer, the Paying
Agent/Registrar has been directed by the District to authenticate and deliver in exchange therefor, within three (3) business
days after such presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in authorized
denominations and of the same maturity and aggregate principal amount and paying interest at the same rate as the Bond or
Bonds so presented
All Bonds shall be exchangeable upon presentation and surrender thereof at the principal payment office of the
Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination in an
aggregate amount equal to the unpaid principal amount of the Bond or Bonds presented for exchange. The Paying
Agent/Registrar is authorized to authenticate and deliver exchange Bonds. Each Bond delivered shall be entitled to the
benefits and security of the Bond Resolution to the same extent as the Bond or Bonds in lieu of which such Bond is
delivered.
14
Neither the District nor the Paying Agent/Registmr 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.
Lost, Stolen or Destroyed Bonds
In the event the Book -Entry-Only System should be 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, apparently destroyed, or wrongfully taken, the District, pursuant to the applicable laws of
the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser,
shall, 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.
Replacement of Paving Aeent/Renistrar
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.
Issuance of Additional Debt
The District may issue additional bonds, with the approval of the Texas Commission on Environmental Quality
( "TCEQ "), necessary to provide and maintain improvements and facilities consistent with the purposes for which the
District was created. See "THE DISTRICT — General." The District's voters have authorized the issuance of $45,000,000
of waterworks and sewer system combination unlimited tax and revenue bonds for the purpose of providing water,
wastewater and storm drainage facilities to the land within its boundaries. The District currently has 527,685,000 of
waterworks and sewer system combination unlimited tax and revenue bonds authorized but unissued.
The District is also authorized by statute to engage in fire - fighting activities and to issue bonds payable from taxes
for such purpose. Before the District could issue fire- fighting bonds payable from taxes, the following actions would be
required: (a) amendments to the existing City of Round Rock ordinance specifying the purposes for which the District may
issue bonds; (b) authorization of a detailed master plan and bonds for such purpose by the qualified voters in the District; (c)
approval of the master plan and issuance of bonds by the TCEQ; and (d) approval of bonds by the Attorney General of
Texas, However, it is not anticipated at this time that such bonds will be issued by the District Issuance of bonds for fire-
fighting activities could dilute the investment security for the Bonds.
Annexation
Until May 8, 1997, the District was included in the extraterritorial jurisdiction ( "ETJ") of the City of Austin. Texas
law permits cities to release certain land from their ETJs. On May 8, 1997, the City of Austin released the District from its
ETJ and the City of Round Rock included the District in its ETJ. The annexation provisions of Chapter 42, Texas Local
Government Code, have not been affected; however, such provisions and requirements are now being exercised by the City
of Round Rock rather than the City of Austin.
Chapter 42, Texas Local Government Code, provides that within the limits described therein, the unincorporated
area contiguous to the corporate limits of any city comprises that city's ETJ. The size of ETJ depends in part on the city's
population. For the City of Round Rock the ETJ consists of all the contiguous unincorporated areas, not a part of any other
city or that city's ETJ within two (2) miles of the corporate limits of the City of Round Rock. With certain exceptions, a city
may annex territory only within the confines of its ETJ. When a city annexes additional territory, the city's ETJ expands in
conformity with such annexation.
l5
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." .
Lee_al 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 nitrated, 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.
Defeasance
The Bond Resolution provides that the District may discharge its obligations to the Registered Owners of any or all
of the Bonds to pay principal, interest and redemption price thereon in any manner permitted by law. Under current Texas
law, such discharge may be accomplished either (i) by depositing with the Comptroller of Public Accounts of the State of
Texas a sum of money equal to the principal of, premium, if any, and all interest to accrue on the Bonds to maturity or
redemption or (ii) by depositing with any place of payment (paying agent) of the Bonds or other obligations of the District
payable from revenues or from ad valorem taxes or both, amounts sufficient to provide for the payment and/or redemption
of the Bonds; provided that such deposits may be invested and reinvested only in (a) direct 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 fern 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 goveming 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.
16
Upon such deposit as described above, such bonds shall no longer be regarded as outstanding or unpaid. After
firm banking and financial arrangements for the discharge and final payment or redemption of the Bonds have been made as
described above, all rights of the District to initiate proceedings to call the Bonds for redemption or take any other action
amending the terms of the Bonds are extinguished; provided, however, that the right to call the Bonds for redemption is not
extinguished if the District: (i) 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.
THE DISTRICT
The District is a municipal utility district created by an order of the Texas Water Commission (predecessor to the
TCEQ) dated June 10, 1986. The creation of the District was confirmed at an election held within the District on June 30,
1986. The rights, powers, privileges, authority and functions of the District, including authority to issue bonds, are
established by the general laws of the State of Texas pertaining to utility districts, particularly Chapters 49 and 54 of the
Texas Water Code and Chapter 1207 of the Texas Government Code.
The District is empowered, among other things, to purchase, construct, operate and maintain all works,
improvements, facilities and plants necessary for the supply and distribution of water; the collection, transportation, and
treatment of wastewater; and the control and diversion of storm water. The District may issue bonds and other forms of
indebtedness to purchase or construct such facilities. The District is also empowered to establish, operate, and maintain
fire- fighting facilities, independently or with one or more conservation and reclamation districts, after approval by the
TCEQ and the voters of the District.
•
The District is also empowered to establish, operate, and maintain parks and recreational facilities, but cannot use
bond proceeds to finance such facilities. The District has established and operates and maintains an improved park
(including tennis courts, a soccer field and a basketball court) and is in the process of establishing greenbelt and nature trail
areas.
The TCEQ exercises continuing supervisory jurisdiction over the District. Because the District is within the
extraterritorial jurisdiction of the City of Round Rock, the District is required to observe certain requirements of the City of
Round Rock which: limit the purposes for which the District may sell bonds to the acquisition, construction and
improvement of waterworks, wastewater, and drainage facilities; limit the net effective interest rate on such bonds and other
terms of such bonds; require approval by the City of Round Rock of District construction plans; and permit connections
only to lots and commercial or multi- family reserves described in plats which have been approved by the Planning
Commission of the City of Round Rock and recorded in the real property records of Williamson County. The agreement for
creation of the District was assigned by the City of Austin to the City of Round Rock, effective May 8, 1997. Construction
and operation of the System is subject to the regulatory jurisdiction of additional State of Texas agencies. See `THE
SYSTEM — Regulation :'
•
Description and Location
The District consists of approximately 701 acres of land. The District is located approximately 16 miles north of
the central downtown business district of the City of Austin and 3 miles west of the City of Round Rock and lies wholly
within the extraterritorial jurisdiction of the City of Round Rock and within the Round Rock Independent School District.
The District is comprised of two non - contiguous parcels of land. Access to the subdivisions of Fern Bluff and Stone
Canyon is provided by Interstate Highway 35 from Austin to Ranch Road 620 to Wyoming Springs Road and access to the
Oak Brook subdivision is provided by Ranch Road 620 to Great Oaks Drive.
Planned Land Us4
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.
The entire District is served with water, water distribution, wastewater collections and storm drainage facilities.
Status of Development
Single- Family: Homes constructed in the District typically range in market value (including lot price) from
$90,000 to $300,000. As of July 1, 2003, there were 1,866 homes completed in the District (1,861 occupier), 8 homes
under construction and 27 Iots available for home construction:
17
MANAGEMENT OF THE DISTRICT
18
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 and terms, are listed as follows:
District
Board Term
Name Title Ex Tres
Jean I. Cochran President May 2006
Michael E. Hines Vice President May 2006
Glen Luepnitz Secretary May 2004
Randy Owens Treasurer May 2004
Theresa Thompson Assistant Secretary/
Treasurer 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 - Jansing & Associates, Inc. (the "Engineer ").
General Manazer: 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, 2002, 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 Armbrust Brown & Davis L.L.P. in connection with their capacity as general counsel are based upon
time charges actually incurred and nfoiced 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.
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 TCEQ, Williamson County and the City of Round Rock,
as applicable. Construction of the proposed facilities is subject to inspection by the TCEQ, the City of Round Rock and
Williamson County. Each of the aforementioned entities exercises continuing jurisdiction over the System.
Water Supply and Distribution
The City of Round Rock and the District have entered into a Water Supply Agreement (the "Water Supply
Agreement ") which provides for the acquisition and construction of extensions to the City of Round Rock water supply
facilities and the sale of bulk water by the City of Round Rock to the District. The District has 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.
Sto D rainane
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.
19
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, 1999 through September 30, 2002 and an unaudited
summary for the period ending July 30, 2003. Accounting principles customarily employed in the determination of net
revenues have been observed and in all instances exclude depreciation.
10/1/2002 Fiscal Year Ended
to
6/30/2003 9/30/2002 9/30/2001 9/30/2000 9/30/1999
(Unaudited)
Revenues:
Maintenance Tax $ 696,631 $ 315,595 $ 246,927 $ 102,160
Water and Sewer Service 1,488,087 1,357,866 1,292,302 988,827
Tap Connection and
Sewer Inspection Fees 80,250 247,400 312,000 251,200
Interest 50,737 110,096 104,447 51,465
Miscellaneous 4,813 15,693 14,088 12,045
Other (b) 24,000 24,000 0 0
(a)
(b)
Total Revenues $ $2,344,518 $2,070,650 $ 1,969,764 $ 1,405,697
Expenditures:
Professional Fees
& Contractual Services
Water and Wastewater
Purchases
Utility Service
Repairs and Maintenance (a)
Capital Outlay
Grant Assistance
Miscellaneous
Total Expenditures
NET REVENUES
General Operating Fund Balance
(Beginning of Year)
General Operating Fund Balance
(End of Year)
$ 291,009 $ 250,774 3 184,534 $ 165,869
1,188,966 1,025,714 811,267 619,615
28,827 30,548 23,731 18,413
435,458 136,106 91,725 78,918
1,312,688 310,985 12,969 4,525
15,211 129,970 68,160 23,603
31,077 24,554 25,419 27,940
$3,303,236 $ 1,908,651 $ 1,217,805 $ 938,883
$ 24,147 $ 161,999 $ 751,959 $ 466,814
$ 2,411,504 $ 2,249,505 $ 1,497,546 $ 1,030,732
$2,435,651 $2,411,504 $ 2,249,505 (b) $ 1,497,546
Includes park maintenance.
In January 2001, the Board transferred approximately $1,000,000 to a separate fund dedicated to park
improvements.
20
FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED)
2002 Certified Taxable Assessed Valuation (100% of Market Value) $402,658,772 (a)
2003 Preliminary Taxable Assessed Valuation (100% of Market Value) $391,885,324 (b)
Gross Direct Long-Term Debt Outstanding $14,885,000 (c) *
Estimated Overlapping Debt 15.481.103 (d)
Gross Direct Long -Term Debt and Estimated Overlapping Debt $30 ,366,103 (c,d)•
Ratio of Gross Long -Term Debt to:
2003 Preliminary Taxable Assessed Valuation 3.80% *
Ratio of Gross Long -Term Debt and Estimated Overlapping Debt to:
2003 Preliminary Taxable Assessed Valuation 7.75%
Funds Available as of June 10, 2003
Debt Service Fund Balance $2,457,615 (e,f)
Funds Available for Operations and Maintenance Fund $1,386,070
Park Fund $1,335,032
Capital Projects Fund $ 514,659
(a) As certified by the Williamson County Appraisal District (the "Appraisal District ").
(b) Provided by the Appraisal District. Such amount reflects an estimate of the taxable value within the District on
January 1, 2003, and is subject to review and change by the Appraisal District and the Williamson County
Appraisal Review Board (the "Appraisal Review Board "). No tax will be levied on such amounts until they are
certified by the Appraisal District.
(c) After the issuance of the Bonds. See "PLAN OF FINANCING —Debt Service Requirements."
(d) See "FINANCIAL INFORMATION CONCERNING THE DISTRICT — Estimated Overlapping Debt"
(e) Does not exclude the District's estimated November 1, 2003 debt service payments in the amount of $285,732.
(f) Neither the Bond Resolution nor Texas law requires the District to maintain any specific balances.
Investments of the District
The District's investment goal is to minimize credit and market risks while maintaining a competitive yield on its
portfolio. Funds of the District are invested either in short term U.S. Treasuries or certificates of deposit insured by the
Federal Deposit Insurance Corporation ( "FDIC ") or secured by collateral evidenced by perfected safekeeping receipts held
by a third party bank. The District does not currently own, nor does it anticipate the inclusion of, long term securities or
derivative products in the District portfolio.
• Preliminary, subject to change.
21
Estimated Overlapmina Debt
The following table indicates the general obligation indebtedness, defined as outstanding debt payable from ad
valorem taxes, of govemmental 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 As Overlapping
Jurisdiction as of 3/31/00 of Percent Amount
Williamson County $151,325,000 09/30/02 2.09% $3,162,693
Round Rock
Independent School District 417,573,207 06/30/03 2.95% 12.318.410
Total Estimated Overlapping Debt $15,481,103
The Districts Total Direct Debt (a) 14.885.000
Total Direct and Estimated Overlapping Debt $30,366,103
Direct and Estimated Overlapping Debt as a Percentage of:
2003 Preliminary Taxable Assessed Value of $391,885,324 7.75%
(a) Includes the Bonds and the Remaining Outstanding Bonds
Overlappina Taxes
Pro perty 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 2002 tax year by all taxing jurisdictions, including
the 2002 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.
2002
Tax Rate
Per $100
Assessed Valuation
Williamson County (including Williamson County Farm Road) $0.4154
Round Rock Independent School District 1.7924
Williamson County ESD No. 2 0.0300
Total Overlapping Tax Rate $2.2378
The Distract 0.5882
Total Tax Rate $2.8260
22
TAX DATA
District Taxes
Debt Service Tar: 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
fax 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.
Historical Tax Rate Distribution
02 2001 2000 1222 1998
Maintenance $0.240 $0.20 $0.1282 $0.15 $0.10
Debt Service 0325 0.37 0.4600 0.52 0.62
Total $0.565 $0.57 $0.5882 $0.67 $0.72
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
Assessed Tax Total(b) Current Collections Total Collections (c) Fiscal Year
Valuation(a) Rate Tax Levy Amount Percent Amount Percent Ended 9/30
2002 $402,658,772 $0.565 $2,275,022 $2,249,915 98.90% $2,275,022 98.90% (d)
2001 354,270,138 0.57 2,019,340 1,985,479 98.32% 1,989,655 98.53% 2002
2000 243,298,938 0.5882 1,431,084 1,376,170 96.16% 1,376,170 96.16% 2001
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
(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 Infomtation" 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, 1998 through 2002.
(d) Represents unaudited tax collections from October 1, 2002 to May 31, 2003.
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 1998 through 2002 Certified Assessed Valuations and the
2003 Prelmunary Assessed Valuation.
Type of Property Gross Net
Tax Roll Personal Assessed Assessed
Year Land and lmnrovements Properly Valuations Exemptions Valuations
2003 $399,042,574 $4,317,640 $403,360,222 $(11,474,898) $391,885,324
2002 410,391,631 4,375,362 414,766,993 (12,108,221) 402,658,772
2001 360,114,479 3,241,395 363,355,874 9,085,736 354,270,138
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
23
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 2002 Certified Taxable Assessed Valuation of
8402,658,772. A list of principal taxpayers related to the District's 2003 Preliminary Taxable Assessed Valuation of
$391,885,324 is not currently available.
Taxpayer
Oncor Electric Delivery Co. Utilities $ 1,948,580 0.48%
Wilshire Homes Inc. Lots, Acreage 1,341,577 0.33%
Weekley Homes, L.P. Lots, Acreage 981,800 0.24%
Newmark Homes, L.P. Lots, Acreage 678,024 0.17%
Scott Felder, Ltd. Lots, Acreage 514,191 0.13%
Antonowsky, N.L. Real Land & Improvements 450,824 0.11%
Swearing, B. & T. Real Land & Improvements 439,023 0.11%
RSRF Fern Bluff Co., L.L.C. Lots, Acreage 438,470 0.11%
Morrow, T.S. & K.P. Real Land & Improvements 438,470 0.11%
Franklin, R.S. Real Land & Improvements 372.750 0.09%
Total .
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 2003 Preliminary Taxable Assessed Valuation of $391,885,324. 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 Distgict, collection of ninety-five
percent (95 %) of taxes levied, the sale of no additional bonds, and no other funds are available for the payment of debt
service. See "PLAN OF FINANCING."
Average Annual Debt Service Requirement (2004 -2020) $1,318,653
$0.36 Tax Rate on 2003 Preliminary Taxable Assessed Valuation $1,340,248
Maximum Annual Debt Service Requirement (2004) $1,367,645
$0.37 Tax Rate on 2003 Preliminary Taxable Assessed Valuation $1,377,477
• Preliminary, subject m change.
Taxable % of 2002
Type of Assessed Certified Taxable
P Value Assessed Valuation
24
$7,577,304 1.88%
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 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. 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 Hams County Appraisal District (the "Appraisal District ")
has the responsibility for appraising property for all taxing units within Harris County, including the District. Such
appraisal values are subject to review and change by the Harris 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
development associations, religious organizations, and qualified schools; designated historical sites; and most individually
owned automobiles. The Distract 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 53,000 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.
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 April 30.
Freeport Goody 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, repa maintenance, processing or fabricating 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 exempted
from taxation by the District.
Tax Abatement -
Harris County may designate all or part of the area within the District as a reinvestment zone. Thereafter, Harris
County, the Klein Independent School District, the City of Houston 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 appraised valuation of property covered by the agreement over its appraised 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.
25
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.
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 teal property in the Appraisal District at least once every
three (3) years. It is not known what frequency of reappraisal will be utilized by the Appraisal District or whether
reappraisals will be conducted on a zone or county-wide basis. The District, however, at its expense has the right to obtain
from the Appraisal District a current estimate of appraised values within the District or an estimate of any new property or
improvements within the District. While such current estimate of appraised values may serve to indicate the rate and extent
of growth of taxable values within the District, it cannot be used for establishing a tax rate within the District until such time
as the Appraisal District chooses formally to include such values on its appraisal roll.
District and Taxpayer Remedies
Under certain circumstances taxpayers and taxing units (such as the District) may appeal the orders of the
Appraisal Review Board by filing a timely petition for review in State district court. In such event, the value of the property
in question will be determined by the court or by a jury if requested by any party. Additionally, taxing units may bring suit
against the Appraisal District to compel compliance with the Property Tax Code.
The Property Tax Code 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. By September 1 of each year, or as soon thereafter as practicable, the rate of taxation is set by
the Board of Directors based upon: a) the valuation of property within the District as of the preceding January 1, and b) the
amount required to be raised for debt service, maintenance purposes and authorized contractual obligations. Taxes are due
October 1, or when billed, whichever comes later, and become delinquent if not paid before February 1 of the year
following the year in which imposed. A delinquent tax incurs a penalty of six percent (6 %) of the amount of the tax for the
first calendar month it is delinquent, plus one percent (1 %) for each additional month or portion of a month the tax remains
unpaid prior to July 1 of the year in which it becomes delinquent. If the tax is not paid by July 1 of the year in which it
becomes delinquent, the tax incurs total penalty of twelve percent (12 %) regardless of the number of months the tax has
been delinquent and incurs an additional penalty for collection costs of an amount established by the District and a
delinquent tax attorney. For those taxes billed at a later date and that become delinquent on or after June 1, they will also
incur an additional penalty for collection costs of an amount established by the District and a delinquent tax attorney. The
delinquent tax accrues interest at a rate of one percent (1 %) for each month or portion of a month it remains unpaid. The
Property Tax Code makes provisions for the split payment of taxes, discounts for early payment and the postponement of
the delinquency date of taxes under certain circumstances which, at the option of the District, may be rejected.
26
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 — Estimated 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 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- -Tax Collection Limitations and Foreclosure
Remedies."
The Effect of FIRREA on Tax Collections of the District
The Financial Institutions Reform, Recovery and Enforcement Act of 1989 ( "FIRREA ") contains certain
provisions which affect the time for protesting property valuations, the fixing of tax liens and the collection of penalties and
interest on delinquent taxes on real property owned by the Federal Deposit Insurance Corporation ( "FDIC') 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 same, these provisions may affect the timeliness of collection of
taxes on property, if any, owned by the FDIC in the District and may prevent the collection of penalties and interest on such
taxes or 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
Districts 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. 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, which is experiencing an economic downturn and decreasing
property values.
27
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 2003
Preliminary Taxable Assessed Valuation is $391,885,324. After issuance of the Bonds, the maximum annual debt service
requirement will be $1,367,645• (2004), and the average annual debt service requirement will be $1,318,653' (2004 -2020,
inclusive). Assuming no increase or decrease from the 2003 Preliminary Taxable Assessed Valuation, the issuance of no
additional debt, and no other funds available for the payment of debt service, tax rates of $0.37 and $0.36 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 banlcruptcy 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.
Registered 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 fmance 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 Registered Owners' Rights
The enforceability of the rights and remedies of Bondholders may be limited by laws relating to bankruptcy,
reorganization or other similar laws o 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 TCEQ 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.
'Preliminary, subject to change.
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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 at this time. The District
does not employ any formula with respect to appraised valuations, tax collections or otherwise to limit the amount of parity
bonds which it may issue. The issuance of additional bonds is subject to approval by the TCEQ pursuant to its rules
regarding issuance and feasibility of bonds and to approval by the City of Round Rock.
Marketability of the Bonds
The District has no 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."
MUNICIPAL BOND RATING
Standard & Poor's Rating Group has assigned its municipal bond rating of "AAA" to this issue of Bonds with the
understanding that upon delivery of the Bonds, a financial guaranty insurance policy insuring the timely payment of the
principal of and interest on the Bonds will be issued by See "BOND,JNSURANCE. " Payment of
the insurance premium to Ambac Assurance Corporation is the responsibility of the Underwriter.
Standard & Poor's has assigned an underlying rating to the District of "BBB +." An explanation of the rating may
be obtained from Standard & Poor's, 55 Water Street, New York, New York 10041.
BOND INSURANCE
29
Tax Exemution
LEGAL MATTERS
30
Leval 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,"
"THE DISTRICT -- General," "TAXING PROCEDURES," "LEGAL MATTERS" and "CONTINUING DISCLOSURE OF
INFORMATION" solely to determine whether such information fairly summarizes matters of law and the provisions of the
documents referred to therein. Bond Counsel has not, however, independently verified any of the factual information
contained in this OFFICIAL STATEMENT nor has 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.
Vinson & Elkins L.L.P. also serves as general counsel to the District on matters other than the issuance of bonds.
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.
In the opinion of Vinson & Elkins L.L.P., Bond Counsel, (1) interest on the Bonds is excludable from gross income
for federal income tax purposes under existing law, (ii) certain "original issue discount" on the serial Bonds maturing on
May 1, in each of the years _ through = inclusive (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.
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 altemative 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, REMIC or FASIT), includes seventy-five percent (75 %) of the amount by which a
corporation's "adjusted current earnings" exceeds its other "alternative 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 alternative 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 carty
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 eamings and profits, including lax- 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
judgment based upon its review of existing law and in reliance 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 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
(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 amt'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.
31
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.
Oualified Tax- Exempt Obligations - Purchase of the Bonds by Financial Institutions
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 (h) 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 bonds (including the Bonds) issued by the Distract and entities aggregated with the District under the
Code during calendar year 2003 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 2003.
•
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-Litieation Certificate
The District will furnish the Underwriter a certificate, executed by both the President and. Secretary of the Board,
and dated as of the date of delivery of the Bonds, to the effect that there is not pending, and to their knowledge, there is not
threatened, any litigation affecting the validity of the Bonds, or the levy and/or collection of taxes for the payment thereof,
or the organization or boundaries of the District, or the title of the officers thereof to their respective offices, and that no
additional bonds or other indebtedness have been issued since the date of the statement of indebtedness or nonencumbrance
certificate submitted to the Attorney General of Texas in connection with approval of the Bonds.
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PREPARATION OF OFFICIAL STATEMENT
Sources and Compilation of Information
The financial data and other information contained in this OFFICIAL STATEMENT has been obtained primarily
from the District's records, the 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 financing 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
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
Assessed Valuations and certain other historical data conceming 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, 2002, 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, sinless 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.
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Annual Reports
34
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 made, not misleading; however, the Board has made no independent investigation as to the accuracy or completeness of
the information derived from sources other than the District. In rendering such certificate, the official executing this
certificate may state that he has relied in part on his examination of records of the District relating to matters within his own
area of responsibility, and his discussions with, or certificates or correspondence signed by, certain other officials,
employees, consultants and representatives of the District.
CONTINUING DISCLOSURE OF INFORMATION
In the Bond Resolution, the District has made the following agreement for the benefit of the holders and beneficial
owners of the Bonds. The District is required to observe the agreement for so long as it remains obligated to advance funds
to pay the Bonds. Under the agreement, the District will be obligated to provide certain updated financial information and
operating data annually, and timely notice of specified material events, to certain information vendors. This information
will be available to securities brokers and others who subscribe to receive the information from the vendors.
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 "PLAN OF FINANCING —
Outstanding Bonds —Debt Service Requirements," `THE DISTRICT," `THE SYSTEM," "FINANCIAL INFORMATION
CONCERNING THE DISTRICT," '7AX 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 2003. 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 financial 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.
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 15c2 -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 financial 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 Undertaltinas
Pursuant to an agreement made by the District concerning continuing disclosure in accordance with SEC Rule
15c2 -12 in connection with its issuance of 54,350,000 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.
[UPDATE!
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ATTEST:
Is/
Secretary, Board of Directors
MISCELLANEOUS
All estimates, statements and assumptions in this OFFICIAL STATEMENT and the APPENDICES hereto have
been made on the basis of the best information available and are believed to be reliable and accurate. Any statements in this
Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and
not as representations of fact, and no representation is made that any such statements will be realized.
This Official Statement was approved by the Board of Directors of Fem Bluff Municipal Utility District, as of the
date shown on the cover page.
36
/s/
President, Board of Directors
APPENDIX A
Financial Statement of the District
For the Year Ended September 30, 2002
APPENDIX B
Specimen Financial Guaranty Insurance Policy
APPENDIX C
Accreted Values of Premium Compound Interest Bonds
DATE: July 17, 2003
SUBJECT: City Council Meeting - July 24, 2003
ITEM: *11.8.1. Consider a resolution approving the issuance of $3,420,000
Fern Bluff Municipal Utility District Waterworks and Sewer
System Combination Unlimited Tax and Revenue Refunding
Bonds, Series 2003.
Resource: David Kautz, Assistant City Manager
Cindy Demers, Finance Director
History: 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
bonds. The District is fully developed with 1,901 lots and 1,866 homes
completed. The estimated District population is in excess of 6,500.
The District is selling $3,420,000 principal amount of refunding bonds.
The bond proceeds will be used to reduce the District's annual debt
service expense and the District does not expect to sell any additional
bonds for capital improvements. The proposed date of issuance is July
31, 2003. Texas Commission on Environmental Quality approval is not
required as these are refunding bonds.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources:
These bonds are an obligation of the District and no other entity. No
adverse impact is anticipated on the District's tax or utility rates.
Impact /Benefit: N/A
Public Comment: N/A
Sponsor: N/A
First Southwest Company (Julie J. Peak), Financial
Advisor
Vinson & Elkins L.L.P., Bond Counsel