R-94-08-11-10D - 8/11/1994ATTEST:
WHEREAS, the Council of the City of Round Rock, Texas has
previously consented to the creation of The Meadows at Chandler Creek
Municipal Utility District (the "District"); and
WHEREAS, the District has been organized, created, and
established; and
WHEREAS, the District has previously issued its Waterworks and
Sewer System Combination Unlimited Tax and Revenue Bonds, Series 1987
in the original aggregate principal amount of $2,450,000; and
WHEREAS, the District proposes to issue bonds to refund all or
part of its outstanding bonds; and
WHEREAS, the Consent Agreement provides that the issuance of
bonds be approved by the Council of the City of Round Rock, Texas; Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
The District is hereby authorized to refund all or part of its
outstanding bonds.
AL! rA
A E LAND, Cit Secretary
ONS
RS40: 1D
RESOLUTION NO. /l -% - Dg / ! ' OD
Au 2USr
RESOLVED this lith day of , 1994.
CHARLES CULP Mayor
City of Round o k, Texas
1200 SMITH STREET, SUITE 3300
HOUSTON, TEXAS 7 7 00 2 -457 9
TELEPHONE 713/951.2800
FAX 713/951 -2925
Mr. Bob Bennett
City Manager
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Dear Mr. Bennett:
PSH /tw
Enclosure
HOAUSI:HAAOP /16500
RECEIVED A)6 0 3 1994
HUTCHESON S, GRUNDY, L.L.P-
FRANKLIN PLAZA
111 CONGRESS AVENUE, SUITE 2700
AUSTIN, TEXAS 78701-4043
TELEPHONE 512/475.21300
FAX S12/472-3173
DIRECT DIAL: (512) 404 -8506
August 3, 1994
Re: The Meadows at Chandler Creek M.U.D.
Refunding of Outstanding Bonds
N STREET, SUITE 6200
DALLAS, TEXAS 75202 -3714
TELEPHONE 214/761 -2800
FAX 214/761 -2605
As we previously discussed, the Board of Directors of The
Meadows at Chandler Creek M.U.D. is proposing to issue bonds to
refund all or part of its outstanding bonds. As part of this
process, the Board requests that the City approve this refunding.
Accordingly, I am enclosing for your review the latest draft
version of the Preliminary Official Statement, and a proposed
resolution for the City Council authorizing the refunding.
In order for the refunding to be completed in a timely manner,
the Board would greatly appreciate it if the Council could consider
and approve this at its August 11 meeting.
Please feel free to contact us if the City has any questions
or needs any further information.
rs truly,
Philip S. H - Fg
RESOLUTION NO.
WHEREAS, the District has been organized, created, and established; and
WHEREAS, the Council of the City of Round Rock, Texas has previously consented to
the creation of The Meadows at Chandler Creek Municipal Utility District (the "District "); and
WHEREAS, the District has previously issued its Waterworks and Sewer System
Combination Unlimited Tax and Revenue Bonds, Series 1987 in the original aggregate principal
amount of $2,450,000; and
WHEREAS, the District proposes to issue bonds to refund all or part of its outstanding
bonds; and
WHEREAS, the Consent Agreement provides that the issuance of bonds be approved by
the Council of the City of Round Rock, Texas,
NOW THEREFORE BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND
ROCK, TEXAS
ATTEST:
The District,is hereby authorized to refund all or part of its outstanding bonds.
RESOLVED this day of , 1994.
Joanne Land, City Secretary
Charlie Culpepper, Mayor
City of Round Rock, Texas
MATURITIES
$ *
Current Interest Bonds
Initial Initial
Principal Maturity Interest Reoffering Principal Maturity Interest Reoffering
Amount* (2/1) Rate Yield a Amount* (2/1) Rate Yield (a)
$ 1997 % % $ 2005(b) % %
2001 % % 2006(b) % %
2002 % % 2007(b) % %
2003 % % 2008(b) % %
2004 % % 2009(b) % %
(Accrued Interest to be Added)
Premium Compound Interest Bonds
Purchase Initial Total
Principal Maturity Interest Price Per Reoffering Payment at
Amount* (2/1) Rate $5,000 Y iel d a Maturity (c)
$ 1998 S
1999
2000
(No Accrued Interest)
Preliminary; subject to change.
(a) The initial reoffering yields on the Bonds are established by. and are the sole responsibility of, the Underwriters, and may
subsequently be changed. Accrued interest from is to be added to the price of the Current Interest
Bonds. Initial reoffering yields represent the initial offering price to the public of a substantial amount of the Bonds of each maturity.
which may be changed for subsequent purchasers. The initial reoffering yields indicated above represent the lower of the yields
resulting when priced to maturity or to the first call date.
(b) The Current Interest Bonds maturing on and after February 1, are subject to redemption prior to maturity at the option of
the District, in whole or, from time to dme, in part on or any date thereafter at par plus accrued interest. The
Premium Compound Interest Bonds maturing February I, in the years 1998 through 2000 inclusive are not subject to optional
redemption.
(c) Interest is compounded semiannually on February 1 and August 1 of each year commencing and is payable only
at stated maturity.
The proceeds of the Bonds will be used to refund certain outstanding bonds of the Meadows at Chandler Creek
Municipal Utility District ( "the District ") and to pay certain costs of issuing the Bonds. See "PLAN OF
FINANCING." The Bonds, when issued, will constitute valid and binding obligations of the District and will be
payable solely from the proceeds of a continuing, direct, annual ad valorem tax, without legal limitation as to rate
or amount, levied against all taxable property within the District and further payable from and secured by a pledge
of and lien on certain Net Revenues (herein defined) from the District's System (herein defined). Neither the City
of Round Rock, Texas; Williamson County, Texas; the State of Texas; nor any political subdivision other than the
District shall be obligated to pay principal of and interest on the Bonds.
THE BONDS ARE SUBJECT TO SPECIAL INVESTMENT CONSIDERATIONS DESCRIBED HEREIN. See
"RISK FACTORS" herein.
The Bonds are offered for delivery, when, as and if issued, and accepted by the Underwriter, subject to prior sale,
withdrawal or modification of the offer without notice and to the approval of the Attomey General of the State of
Texas and the approval of certain legal matters by McCall, Parkhurst & Horton L.L.P., Austin, Texas, Bond
Counsel. Certain legal matters will be passed upon for the Underwriters by their legal counsel, Coats, Rose, Yale,
Holm, Ryman & Lee, a professional corporation, Houston, Texas. The Bonds in definitive form are expected to
be available for delivery in Austin, Texas, on
Legg Mason Wood Walker
Incorporated
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 representations must not be relied upon as having been authorized by the District or the Underwriters listed on
the cover page hereof ( "Underwriters").
This Official Statement does not constitute, and is not authorized by the District for use in connection with, 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, orders, contracts, audits, and 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 the District, upon payment of duplication costs.
This Official Statement contains, in part, estimates, assumptions and matters of opinion which are not intended as
statements of fact, and no representation is made as to the correctness of such estimates, assumptions or matters
of opinion, or that they will be realized. Any information and expressions of opinion herein contained are subject
to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of the District or other
matters described herein since the date hereof. However, the District has agreed to keep this Official Statement
current by amendment or sticker to reflect material changes in the affairs of the District and to the extent that
information actually comes to its attention, the other matters described in this Official Statement until delivery of
the Bonds to the Underwriters and thereafter only as specified in "OFFICIAL STATEMENT - Updating the Official
Statement."
2
USE OF INFORMATION IN OFFICIAL STATEMENT 2
OFFICIAL STATEMENT SUMMARY 3
THE DISTRICT 3
THE BONDS 4
SELECTED FINANCIAL INFORMATION 6
OFFICIAL STATEMENT 7
INTRODUCTION 7
PLAN OF FINANCING 7
Outstanding Bonds and Purpose of Financing 7
The Refunded Bonds 8
Remaining Outstanding Bonds 8
Escrow Agreement 8
ESTIMATED SOURCES AND USES OF FUNDS 9
SALE AND DISTRIBUTION OF THE BONDS 9
Underwriting 9
Prices and Marketability 9
Securities Laws 10
Yield on Premium Compound Interest 10
THE BONDS 10
General 10
Authority for Issuance 11
Source of and Security for Payment 11
Payment Record 12
Funds 12
Optional Redemption 12
Paying Agent/Registrar 12
Registration. Transfer and Exchange 13
Lost, Stolen or Destroyed Bonds 13
Legal Investment and Eligibility to Secure
Public Funds in Texas 13 Defeasance 14
Specific Tax Covenants 14
Additional Covenants 14
Amendments to Bond Order 14
Remedies in Event of Default 14
Consolidation 15
Approval of the Bonds 15
Issuance of Additional Bonds 15
EXTRATERRITORIAL JURISDICTION AND ANNEXATION 16
VICINITY MAP 17
THE DISTRICT 18
General 18
Historical and Current Status of Development 18
Lot and Land Sales 19
Standby Fees and Voluntary Contributions 19
THE DEVELOPER 20
MANAGEMENT OF THE DISTRICT 22
Tax Appraisal 22
Tax Assessor /Collector 22
General Manager 22
Engineer 22
Auditor 22
General Counsel 22
Special Consultants Related to the Issuance of the Bonds 22
Bond Counsel 22
THE SYSTEM 23
Regulation 23
Water System 23
Wastewater System 23
Drainage System 24
Contractual Agreements 24
Waterworks and Sewer System Opeaung Statement 24
Rate and Fee Schedule 26
UNLIMITED TAX AND REVENUE BONDS AUTHORIZED
BUT UNISSUED 26
FINANCIAL STATEMENT 26
Outstanding Bonds 27
Cash and Investment Balances (Unaudited 4b June 30, 1994) 27
ESTIMATED OVERLAPPING DEBT STATEMENT 27
Overlapping Taxes for 1993 28
TABLE OF CONTENTS
TAX DATA 28
Classification of Assessed Valuation (a) 28
Tax Collections (a) 28
District Tax Rates 29
Tax Rate Limitation 29
Maintenance Tax 29
Principal Taxpayers 29
Tax Adequacy for Debt Service 30
Debt Service Fund Management Index 30
PROJECTED DEBT SERVICE REQUIREMENTS 31
Property Tax Code and County -Wide Appraisal District 32
Property Subject to Taxation by the District 32
Tax Abatement 33
Valuation of Property for Taxation 33
District and Taxpayer Remedies 33
Levy and Collection of Taxes 34
District's Rights in the Event of Tax Delinquencies 34
RISK FACTORS 35
General 35
Factors Affecting Taxable Values and Tax Payments 35
Tax Collections and Foreclosure Remedies 36
Registered Owners' Remedies 36
Bankruptcy Limitation to Registered Owners' Rights 37
The Effect of the Financial Institutions Act of 1989 on
Tax Collections of the District 37
Marketability 38
Continuing Compliance with Certain Covenants 38
Future Debt 38
LEGAL MATTERS 39
Legal Opinions 39
Legal Review 39
No- Litigation Certificate 39
TAX MATTERS 39
Opinion 39
Federal Income Tax Accounting Treatment of Premium
Compound Interest Bonds and Original Issue Discount 40
Collateral Federal Income Tax Consequences 40
State. Local and Foreign Taxes 41
Qualified Tax - Exempt Obligations 41
NO MATERIAL ADVERSE CHANGE 42
EXAMINATION OF ESCROW SUFFICIENCY AND YIELDS 42
OFFICIAL STATEMENT 42
Sources and Compilation of Infomwdon 42
Experts 42
Engineer 42
Appraisal District 42
Tax Assessor /Collector 43
Auditor 43
Updating the Official Statement 43
Certification as to Official Statement 43
Official Statement *Deemed Final' 43
MISCELLANEOUS 44
APPENDIX A - Audited Financial Statements
APPENDIX B - Schedule of Accreted Values
of Premium Compound Interest Bonds
OFFICIAL STATEMENT SUMMARY
The following material is qualified in its entirety by the detailed information and financial statements appearing
elsewhere in this Official Statement. This summary should not be detached and should be used in conjunction with
the more complete information contained herein. Particularly, the reader should review the entire Official Statement
and refer to indicated sections for more complete information on the discussed topic.
The District
Status of Development ...
The Developer
• Prslumnary; subject to change.
1'H.E. DISTRICT
The Meadows at Chandler Creek Municipal Utility District (the "District "), of
Williamson County, Texas, a political subdivision of the State of Texas, as
authorized by Article XVI, Section 59 of the Texas Constitution, was created
in 1985 by the Texas Water Commission, now known as the Texas Natural
Resource Conservation Commission, and operates pursuant to Chapter 54 of the
Texas Water Code. The District, contains approximately 528 acres of land and
is located in south central Williamson County, approximately 25 miles north of
Austin's central business district and 3 miles northeast of the City of Round
Rock. See "THE DISTRICT."
As of the date of this Official Statement, approximately 114.238 acres within
the District have been developed as the residential subdivisions of the Meadows
at Chandler Creek, Sections 1, 2, 3, 4, and 24. Development within the
District consists of 290 completed and occupied homes, 8 completed and
unoccupied homes, 30 homes under construction, and 130 vacant lots.
Additional development includes a school located on 12 acres and a 5 acre park.
The District currently includes approximately 352 undeveloped but developable
acres. See "THE DISTRICT - Historical and Current Status of Development."
The developer within the District is Cameo Land, Ltd., a Texas Limited
Partnership ( "Cameo ") which owns all of the vacant lots not sold to builders;
and approximately 458 undeveloped acres of which approximately 352 acres are
developable. See "THE DEVELOPER," and "THE DISTRICT - Historical and
Current Status of Development."
Homebuilders Homebuilders active within the District include MHI Partnership Ltd., d.b.a.
Pioneer Homes, Scott Felder Limited Partnership, d.b.a. Scott Felder Homes,
and Clark Wilson Homes, Inc. See "THE DEVELOPER - Lots Sales
Contracts."
3
THE BONDS
The Bonds $ *the Meadows at Chandler Creek Municipal Utility District
Combination Unlimited Tax and Revenue Refunding Bonds, Series 1994 (the
"Bonds "), are issued pursuant to an order of the District's Board of Directors
(the "Bond Order "). The Current Interest Bonds will be issued in the aggregate
principal amount of $ *, maturing annually in varying amounts
in the year 1997, inclusive, and in the years 2001 through 2009, both inclusive.
The Premium Compound Interest Bonds will be issued in the original principal
amount of S *and will mature, together with interest accrued from
initial delivery, in the years 1998, 1999 and 2000. The Current Interest Bonds
maturing on and after February 1, are subject to redemption prior
to maturity at the option of the District, in whole or, from time to time, in part,
on or any date thereafter at par plus accrued interest.
The Premium Compound Interest Bonds are not subject to prior redemption.
The Current Interest Bonds are offered in fully registered form in integral
multiples of $5,000 principal amount, and the Premium Compound Interest
Bonds are offered in fully registered form in denominations which result in total
amounts of principal and interest due at maturity of $5,000 or integral multiples
thereof. See "THE BONDS."
Tax - Exemption In the opinion of McCall, Parkhurst & Horton L.L.P., Austin, Texas, Bond
Counsel, interest on the Bonds is excludable from gross income of the owners
of the Bonds for federal income tax purposes under the statutes, regulations,
published rulings and court decisions existing on the date of such opinion,
subject to the matters, described under "TAX MATTERS," herein including the
alternative minimum tax on corporations. See "LEGAL MATTERS" and
"TAX MATTERS" herein for a discussion of Bond Counsel's opinion.
Source of Payment Principal of and interest on the Bonds are payable from the proceeds of a
continuing direct annual ad valorem tax levied upon all taxable property within
the District, which under Texas law is not limited as to rate or amount and from
a pledge of and lien on the Net Revenues of the District's System. The Bonds
are obligations solely of the Meadows at Chandler Creek Municipal Utility
District and are not obligations of the City of Round Rock, Texas; Williamson
County, Texas; the State of Texas; or any entity other than the District. See
"THE BONDS — Source of and Security for Payment."
Municipal Bond Ratings .. .
Use of Proceeds Proceeds from the sale of the Bonds will be used to establish an escrow fund
to advance refund an aggregate principal amount of $ * of the
District's outstanding bonds, comprised of $ * Unlimited
Tax and Revenue Bonds Series 1987, and to pay the costs of issuance of the
Bonds. See "PLAN OF FINANCING," and "ESTIMATED SOURCES AND
USES OF FUNDS."
* Preliminary; subject to change.
The District has not applied for a rating on the Bonds, nor is it expected that
an investment grade rating would have been received had an application been
made.
4
Authorized but
Unissued Bonds At elections `held on July 13, 1985, voters within the District authorized the
issuance of a total of $13,000,000 of bonds to be issued for the purpose of
constructing or acquiring water, sanitary sewer and storm drainage facilities
which are payable from ad valorem taxes and net revenues, of which
$2,450,000 have been issued and $10,550,000 remain authorized but unissued.
The voters of the District may in the future authorize the issuance of additional
bonds. See "THE BONDS - Issuance of Additional Bonds," and "RISK
FACTORS - Future Debt."
Qualified Tax- Exempt
Obligations The District will designate the Bonds as "qualified tax - exempt obligations"
pursuant to the Internal Revenue Code of 1986, as amended (the "Code ") and
will represent that it has or will take such action as it deems necessary for the
Bonds to constitute "qualified tax - exempt obligations." The total amount of tax -
exempt obligations (including the Bonds) issued by it and entities aggregated
with the District under the Code during calendar year 1994 is not reasonably
expected to exceed $10,000,000. See "TAX MATTERS - Qualified Tax -
Exempt Obligations."
Payment Record The District has never defaulted in the timely payment of the principal of or
interest on its bonds. See "FINANCIAL STATEMENT — Outstanding Bonds."
The District, however, has received certain voluntary contributions in the past
to subsidize its tax collections and operating revenues. See "THE DISTRICT -
Standby Fees and Voluntary Contributions."
Authority for Issuance .... The Bonds are issued pursuant to Article XVI, Section 59 of the Texas
Constitution and the general laws of the State of Texas, including particularly
Article 717k, Vernon's Annotated Texas Civil Statutes, Chapter 54 of the Texas
Water Code, as amended, and pursuant to an order (the "Bond Order ") adopted
by the Board of Directors of the District. See "THE BONDS - Authority for
Issuance."
Legal Opinions Attorney General of the State of Texas and McCall, Parkhurst and Horton
L.L.P., Austin, Texas, Bond Counsel. See "LEGAL MATTERS."
Verification Agent Deloitte & Touche, a firm of independent certified public accountants, upon
delivery of the Bonds, will deliver to the District and the Underwriters its
verification report indicating that it has examined, in accordance with standards
established by the American Institute of Certified Public Accountants, the
information and ascertations provided by the Underwriters relating to (a) the
sufficiency of the anticipated receipts from the United States Treasury
Obligations, together with the initial cash deposit, if any, to pay, when due, the
principal, interest and early redemption premium requirements, if any, on the
Refunded Bonds, and (b) the "yield" on the United States Treasury Obligations
and on the Bonds. See "EXAMINATION OF ESCROW SUFFICIENCY AND
YIELDS."
RISK FACTORS THE BONDS INVOLVE CERTAIN RISK FACTORS, AND ALL PROSPECTIVE
PURCHASERS ARE URGED TO EXAMINE CAREFULLY THE ENTIRE OFFICIAL
STATEMENT, INCLUDING PARTICULARLY THE SECTION CAPTIONED "RISK
FACTORS."
5
SELECTED FINANCIAL INFORMATION
(Unaudited as of April 27, 1994)
1993 Assessed Valuation (100% of market value) $ 15,305,863 (a)
1994 Certified Assessed Valuation (100% of market value) $ 23,134,675 (b)
Gross Debt Outstanding (after issuance of the Bonds)
r
Debt Service Fund Balance (Cash and Investments) (06- 30 -94) $ 237,646 (c)
Ratio of Gross Debt to 1993 Assessed Valuation
Ratio of Gross Debt to 1994 Certified Assessed Valuation
Tax Collections
Average Current Tax Collections (1987/1993)
Average Total Tax Collections (1987/1993)
Number of active water and sewer connections as of July 19, 1994.
Single family 289
Builder Connections 8
Other 1
Total 298
6
1993 Tax Rate
Debt Service $0.8100 (d)
Maintenance & Operation 0.2626 (d)
Total $1.0726/$100 A.V.
Projected Average Annual Debt Service Requirements (1994 -2013)
of the Bonds ( "Average Annual Requirement ") $ (e)
Projected Maximum Annual Debt Service Requirements (1995)
of the Bonds ( "Maximum Annual Requirement ") $ (e)
Tax rate required to pay Average Annual Requirement based upon
1993 Assessed Valuation at 95% collections $ /$100 A.V.(e)
Tax rate required to pay Average Annual Requirement based upon
1994 Certified Assessed Valuation at 95% collections $ /$100 A.V.(e)
Tax rate required to pay Maximum Annual Requirement based upon
1993 Assessed Valuation at 95% collections $/$100 A.V.(e)
Tax rate required to pay Maximum Annual Requirement based upon
1994 Certified Assessed Valuation at 95% collections $ /$100 A.V.(e)
Estimated population as of July 19, 1994 841 (f)
Preliminary; subject to change.
(a) v As certified by the Williamson County Appraisal District ( "WCAD "). See "TAXING PROCEDURES."
(b) As estimated by the WCAD and shown solely for purposes of illustration. The foul 1994 assessed valuation of taxable property within
the District will be established by the WCAD, and after review by the Williamson Central Appraisal Review Board will be the official
valuation on which the District will Levy taxes. Consequently, the estimated assessed valuation shown above could vary significantly
from the assessed valuation finally certified by WCAD for 1994. In addition, the principal landowner has informed the District that
it is challenging the appraised value of its property within the District and requesting an approximately 91,200,000 reduction in such
value. See "TAXING PROCEDURES.'
(c) Neither Texas law nor the Bond Order requires that the District maintain any particular sum in the District's debt service fund.
(d) In 1993 the District received a voluntary contribution, in lieu of Standby Fees, from the then current developer in the amount of 577,640
to the Debt Service Fund and 5119,917 to the Operating Fund. See "THE DISTRICT - Standby Fees and Voluntary Contributions."
(e) After issuance of the Bonds.
(f) Estimated; based on 2.9 residents per occupied single family connection, as provided by the City of Round Rock Planning Department.
OFFICIAL STATEMENT
relating to
$ *
THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT
(A political subdivision of the State of Texas located within Williamson County, Texas)
Combination Unlimited Tax and Revenue Refunding Bonds
Series 1994
. INTRODUCTION
The Official Statement provides certain information in connection with the issuance of the Meadows at Chandler
Creek Municipal Utility District Combination Unlimited Tax and Revenue Refunding Bonds, Series 1994 (the
"Bonds ").
The Bonds are issued pursuant to Article XVI, Section 59 of the Texas Constitution and the general laws of the State
of Texas, including particularly Article 717k, Vernon's Annotated Texas Civil Statutes, Chapter 54 of the Texas
Water Code, as amended, and pursuant to an order (the "Bond Order "), adopted by the Board of Directors of the
Meadows at Chandler Creek Municipal Utility District (the "District "), a political subdivision of the State of Texas
Located within Williamson County, Texas.
The Official Statement includes descriptions of the Plan of Financing, the Bonds, the Bond Order, and certain
information about the District and its financial condition. All descriptions of documents contained herein are only
summaries and are qualified in their entirety by reference to each such document. Copies of such documents may
be obtained from the District upon payment of duplication costs.
Outstanding Bonds and Purpose of Financing
Preliminary; subject to change.
PLAN OF FINANCING
Pursuant to an election held on July 13, 1985 the District's voters have authorized the issuance of a total of
$13,000,000 of combination unlimited tax and revenue bonds, payable from ad valorem taxes and net revenues for
the general purposes of acquiring and constructing waterworks, sanitary sewer, and drainage facilities for the
District. One issue totaling $2,450,000 has been issued from such authorization (the "Outstanding Bonds "), of
which $ are outstanding as of . There currently remains 510,550,000 of
authorized but unissued bonds from such voted authorization.
The Bonds are being issued (i) to refund and restructure the District's debt in order to achieve debt service savings
from through , by advance refunding $ * in aggregate principal amount of
Outstanding Bonds including $ *of the District's Combination Unlimited Tax and Revenue Bonds,
Series 1987 Bonds (the "Refunded Bonds ") and (ii) pay certain costs of issuance of the Bonds. The refunding is
expected to result in a net present value savings to the District. After issuance of the Bonds, $
of the Outstanding Bonds will remain outstanding (collectively, the "Remaining Outstanding Bonds ").
7
The Refunded Bonds*
Proceeds of the Bonds will be applied to advance refund the Refunded Bonds and to pay certain costs of issuing the
Bonds. The principal amounts and maturity dates of the Refunded Bonds are set forth below:
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Total
Redemption
Date
' Preliminary. subject to change.
Remaining Outstanding Bonds
1995
1996
1997
Escrow Agreement
Series 1987
Due August 1
08/01/97
Series
Year 1987 Total
The Refunded Bonds and the interest due thereon are to be paid on each principal or interest payment date and on
the redemption dates from funds to be deposited with ,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 , but effective on the date of
delivery of the Bonds (currently scheduled for ) pursuant to which a portion of the proceeds
of the sale of the Bonds will be invested in direct obligations of, or obligations the timely payment of principal of
and interest on which are fully and unconditionally guaranteed by the United States of America and may not be
called for redemption prior to maturity (the "Escrowed Securities ") and such Escrowed Securities, along with cash,
if any, will be deposited with the Escrow Agent in a segregated escrow account (the "Escrow Fund ") and applied
to provide for scheduled payments of principal of and interest on the Refunded Bonds until their redemption date.
At the time of delivery of the Bonds, Deloitte & Touche, Certified Public Accountants, will verify to the District,
the Escrow Agent, the Underwriters, Bond Counsel and Counsel to the Underwriters from the information provided
8
Total
to them (i) that the Escrowed Securities are sufficient to pay, when due, the principal, interest and premium, if any,
of the Refunded Bonds, and (ii) the computations of yield on both the Escrowed Securities and the Bonds. 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 or interest on the Bonds.
Upon the deposit of the Escrowed Securities and cash 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 Bond Order. In
the opinion of Bond Counsel, as a result of such deposit, firm banking and financial arrangements will have been
made for the discharge and final 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 Escrow Fund.
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds derived from the sale of the Bonds will be applied approximately as follows:
Sources of Funds:
Underwriting
Par Amount of Bonds $
Premium on Premium Compound Interest Bonds
Less: Original Issue Discount
Accrued Interest on Current Interest Bonds
Total Sources of Funds $
Uses of Funds:
Prices and Marketability
Purchase of Escrowed Securities $
Initial Escrow Cash Deposit from Bond Proceeds
Costs of Issuance
Underwriters' Discount
Accrued Interest on Current Interest Bonds
Other
Total Uses of Funds $
SALE AND DISTRIBUTION OF THE BONDS
The Underwriters listed on the cover page of this Official Statement have agreed, subject to certain conditions, to
purchase the Bonds from the District for $ (an amount equal to the principal amount of the Bonds, plus
a premium on the Premium Compound Interest Bonds of $ , less an original issue discount on the
Current Interest Bonds of $ , less an Underwriters' discount of $ ), plus accrued interest on
the Current Interest Bonds to the date of delivery. The Underwriters' obligation is to purchase all of the Bonds,
if any are purchased.
The delivery of the Bonds is conditioned upon the receipt by the District of a certificate executed and delivered by
the Underwriters stating the prices at which a substantial amount of the Bonds of each maturity have been sold to
the public. For this purpose, the term "public" shall not include any person who is a bond house, broker or similar
person acting in the capacity of underwriter or wholesaler. Otherwise, the District has no understanding with the
Underwriters regarding the reoffering yields or prices of the Bonds and has no control over trading of the Bonds
after a bona fide offering of the Bonds is made by the Underwriters at the yields specified on the cover page.
Information concerning reoffering yields or prices is the sole responsibility of the Underwriters.
9
THE PRICES AND OTHER TERMS RESPECTING THE OFFERING AND SALE OF THE BONDS MAY BE
CHANGED FROM TIME -TO -TIME BY THE UNDERWRITERS 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
UNDERWRITERS 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 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 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.
Yield on Premium Compound Interest
The approximate yield of the Premium Compound Interest Bonds, as set forth on the cover page of this Official
Statement, is the approximate yield based upon the offering price therefore set forth on the cover page of this
Official Statement. Such offering price includes the principal amount of such Premium Compound Interest Bonds
plus premium equal to the amount by which such offering price exceeds the principal amount of such Premium
Compound Interest Bonds. Because of such premium, the approximate offering yield on the Premium Compound
Interest Bonds is lower than the bond interest rates thereon. Based on the initial offering price for the Premium
Compound Interest Bonds, a schedule of accreted values per $5,000 maturity amount on the respective compounding
dates appears in Appendix B attached hereto. The yield on the Premium Compound Interest Bonds to a particular
purchaser may differ depending upon the price paid by that purchaser. For various reasons, securities that do not
pay interest periodically, such as the Premium Compound Interest Bonds, have traditionally experienced greater
price fluctuations in the secondary market than securities that pay interest on a periodic basis.
General
THE BONDS
The following is a description of some of the terms and conditions of the Bonds, which description is qualified in
its entirety by its reference to the Bond Order, a copy of which is available from the District upon payment of the
costs of duplication therefor. The Bond Order authorizes the issuance and sale of the Bonds and prescribes the
terms, conditions, and provisions for the payment of the principal of and interest on the Bonds by the District.
10
The $ * the Meadows at Chandler Creek Municipal Utility District Combination Unlimited Tax
and Revenue Refunding Bonds, Sdries 1994, includes $ * principal amount of Premium Compound Interest
Bonds which will mature on 1998 through 2000 both inclusive, together with interest accrued from initial delivery,
in the amounts set forth on the cover page and $ * principal amount of Current Interest Bonds which
will mature on February 1 of the years and in principal amounts, and will bear interest from , at
the rates per annum, all as set forth on the cover page. Interest on the Current Interest Bonds will be payable
February 1, and semiannually thereafter on each August 1 and February 1 until maturity or prior redemption.
Interest on the Premium Compound Interest Bonds accrues from the date of initial delivery, is compounded
semiannually on each August 1 and February 1 commencing February 1, 1995, and is payable together with the
principal of the Premium Compound Interest Bonds only at stated maturity. See "APPENDIX B - Schedule of
Accreted Values of Premium Compound Interest Bonds."
The Bonds will be issued in fully- registered form only, in the principal amount of $5,000 or any integral multiples
thereof for the Current Interest Bonds, and in the maturity amount of combined principal and interest equal to
$5,000 or any integral multiple thereof for the Premium Compound Interest Bonds. The principal of the Bonds and
interest on the Premium Compound Interest Bonds will be payable upon presentation and surrender of the Bonds
at the designated office for payment of or any successor
paying agent/registrar (the "Paying Agent/Registrar ")
Interest on the Current Interest Bonds will be payable on each interest payment date to the persons in whose names
the Current Interest Bonds are registered (the "Registered Owners ") at the close of business on the 15th calendar
day of the month next preceding each interest payment date (the "Record Date ") by check or draft, dated as of the
interest payment date, and mailed on or before the interest payment date to their addresses shown on the bond
register kept by the Paying Agent/Registrar, or in accordance with other customary arrangements acceptable to the
Paying Agent/Registrar and the Registered Owner at the expense of the Registered Owner.
In the event of a nonpayment of interest on the Current Interest Bonds on a scheduled interest payment date which
continues for thirty (30) days thereafter, a new record date (the "Special Record Date ") for such interest payment
will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been
received from or on behalf of the District. Notice of the Special Record Date and of the scheduled interest payment
date of the past due interest (which shall be fifteen (15) days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States mail, first-class, postage prepaid, to the
address of each Registered Owner of a Current Interest Bond appearing on the Register at the close of business on
the business day prior to the mailing of such notice.
Authority for Issuance
The Bonds are issued by the District pursuant to the terms and provisions of the Bond Order; Article XVI, Section
59 of the Texas Constitution; Chapter 54 of the Texas Water Code, as amended; and the general laws of the State
of Texas; including Article 717k, Vemon's Annotated Texas Civil Statutes, as amended.
Source of and Security for Payment
The Bonds will be payable from and secured by a pledge of the proceeds of a continuing, direct, annual ad valorem
tax without legal limitation as to rate or amount levied against all taxable property located within the District and
from a pledge of and lien on the net revenue of the District's Waterworks and Sewer System as provided in the
Bond Order. See "TAXING PROCEDURES." The Bonds involve certain elements of risk, and all prospective
purchasers are urged to examine carefully this Official Statement with respect to the investment security of the
Bonds, including particularly the section titled "RISK FACTORS."
The Bonds are obligations solely of the District and are not obligations of the City of Round Rock, Texas;
Williamson County, Texas; the State of Texas; or any political subdivision or entity other than the District.
• Preliminary subject to change.
11
Payment Record
The District has previously issued, its $2,450,000 Combination Unlimited Tax and Revenue Bonds, Series 1987.
There has been no default by the District in payment of principal of or interest on such bonds. The District,
however, has received certain voluntary contributions to subsidize its tax collections and operating revenues. See
"THE DISTRICT - Standby Fees and Voluntary Contributions."
Funds
The Bond Order confirms establishment and maintenance by the District of a Debt Service Fund for the Remaining
Outstanding Bonds and the Bonds.
The Bond Order requires that the District deposit to the Debt Service Fund (i) all accrued interest on the Current
Interest Bonds from their date to the date of their delivery, and (ii) the proceeds from the collection of the ad
valorem taxes levied, assessed and collected for and on account of the Bonds, less the costs of collection. Not later
than one day prior to any principal and/or interest payment date on the Bonds, the District must cause the transfer
of money out of the Debt Service Fund to the Paying Agent/Registrar in an amount not less than that which is
sufficient to pay the principal which matures on such date and the interest which accrues on such date. The District
will pay fees and charges of the Paying Agent/Registrar for the Bonds from the Debt Service Fund.
Optional Redemption
The District reserves the right to redeem, prior to maturity, in integral multiples of $5,000, those Current Interest
Bonds maturing on ,and thereafter, in whole or from time to
time in part, on , or on any date thereafter at a price of par plus accrued interest to the date fixed
for redemption. If less than all of the Current Interest Bonds are redeemed at any time, the District shall determine
the maturity or maturities and the amounts thereof to be redeemed, in integral multiples of $5,000 in any one
maturity. If less than all of the Current Interest Bonds within a maturity are to be redeemed, the Paying
Agent/Registrar, shall designate the Current Interest Bonds within such maturity to be redeemed by lot or other
customary method. Notice of each exercise of the right of redemption will be given at least thirty (30) calendar
days prior to the date fixed for redemption by giving written notice to each of the Registered Owners of the Current
Interest Bonds to be redeemed at the address shown on the bond register of the Paying Agent /Registrar on the date
which is forty-five (45) calendar days prior to the redemption date. When Current Interest Bonds have been called
for redemption, the right of the Registered Owners of such Current Interest Bonds to collect interest which would
otherwise accrue after the date for redemption will be terminated.
The Premium Compound Interest Bonds are not subject to redemption prior to their stated maturities.
Paying Agent/Registrar
Principal of and semiannual interest on the Bonds will be paid by the Paying Agent /Registrar at the designated office
for payment in , Texas. The Paying Agent/Registrar must be either a bank, trust company,
financial institution or other entity duly qualified and legally authorized to serve and perform the duties as paying
agent and registrar for the Bonds.
Provision is made in the Bond Order for replacement of the Paying Agent/Registrar upon sixty (60) days written
notice to the Paying Agent/Registrar, so long as any such notice is effective not less than sixty (60) days prior to
the next succeeding principal or interest payment date. If the Paying Agent/Registrar is replaced by the District,
the new paying agent /registrar shall be required to accept the previous Paying Agent/Registrar's records and act in
the same capacity as the previous Paying Agent /Registrar. Any successor paying agent /registrar selected by the
District shall be subject to the same qualification requirements as the Paying Agent /Registrar. The successor paying
agent /registrar, if any, shall be determined by the Board of Directors and written notice thereof, specifying the name
and address of such successor paying agent /registrar will be sent by the District or the successor paying
agent /registrar to each Registered Owner by first -class mail, postage prepaid.
12
Registration, Transfer and Exchange
Section 149(a) of the Internal Revenue Code of 1986, as amended (the "Code "), requires that all tax - exempt
obligations (with certain exceptions that do not include the Bonds) must be in registered form in order for the
interest payable on such obligations to be excludable from a Registered Owners' income for federal income tax
purposes.
The Bonds may be transferred, registered and assigned only on the bond register of the Paying Agent /Registrar upon
surrender of such Bond or Bonds. The Current Interest Bonds and the Premium Compound Interest Bonds are not
interchangeable. No service charge will be made for any transfer or exchange, but the District or the Paying
Agent/Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in
connection therewith. A Bond may be transferred only by execution of the assignment form on the Bonds. A new
Bond or Bonds will be authenticated and registered by the Paying Agent/Registrar within three (3) business days
after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds shall be in any integral
multiple of 55,000 of principal amount for the Current Interest Bonds and $5,000 of principal and interest due at
stated maturity for the Premium Compound Interest Bonds. The last assignee's claim of title to the Bond or Bonds
must be proven to the satisfaction of the Paying Agent/Registrar. The Paying Agent /Registrar is not required to
transfer or exchange any Current Interest Bond during any period beginning fifteen (15) days prior to and ending
on the day of the mailing of a notice of redemption of the Current Interest Bonds prior to maturity of such Bonds
nor will the Paying Agent/Registrar be required to transfer or exchange any Current Interest Bond selected for
redemption in whole or in part when such redemption is scheduled to occur within thirty (30) calendar days
thereafter; provided, however, such limitation of transfer is not applicable to an exchange by the Registered Owner
of the unredeemed balance of a Current Interest Bond.
Lost, Stolen or Destroyed Bonds
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, or maturity amount in the case of the Premium Compound Interest Bonds, 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 acceptable to the District and the Paying Agent/Registrar, 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.
Legal Investment and Eligibility to Secure Public Funds in Texas
Over a period of years, the Texas Legislature has enacted four (4) statutes which pertain to the eligibility of bonds
issued by a municipal utility district as investments for certain entities and as security for deposits of public funds:
Section 54.515, Texas Water Code; Article 717k -6, Vemon's Annotated Texas Civil Statutes; Chapter 2256, Texas
Government Code (the "Public Funds Investment Act ") and Chapter 2257, Texas Government Code (the "Public
Funds Collateral Act "). Reconciliation of these four (4) conflicting statutes leads to the following conclusions:
(1) banks, savings and loan associations, insurance companies, fiduciaries, trustees, and the State of Texas may
invest in [mated bonds, and (2) political subdivisions of the State of Texas may not invest in bonds unless they have
been rated by a nationally- recognized investment rating firm and received a rating of not less than "A" or its
equivalent.
The District makes no representation that the Bonds will be acceptable to banks, savings and loan associations or
public entities for investment purposes or to secure deposits of public funds. The District has made no investigation
of other laws, regulations or investment criteria which might apply to or otherwise limit the availability of the Bonds
for investment or collateral purposes. Prospective purchasers are urged to carefully evaluate the investment quality
of the Bonds and as to the acceptability of the Bonds for investment or collateral purposes.
13
Defeasance
The District's pledge of taxes and all other covenants in the Bond Order will terminate when payment of such
principal and interest has been provided for by depositing with the Treasurer of the State of Texas or with a paying
agent /registrar designated by the District, moneys or direct obligations of, or obligations the timely payment of
principal and interest on which are fully and unconditionally guaranteed by the United States of America or a
combination of money and such obligations. Such investments shall be of such maturities and interest payment dates
and bear such interest as will be sufficient to make such payment of principal of and interest on the Bonds. Net
interest earned on the investment of such deposit may be paid to the District if sufficient moneys are otherwise
available to pay the principal of and interest on the Bonds being defeased.
Specific Tax Covenants
In the Bond Order the District has covenanted with respect to, among other matters, the use of the proceeds of the
Bonds and the manner in which the proceeds of the Bonds are to be invested. The District may omit to comply with
any such covenant if it has received a written opinion of a nationally recognized bond counsel to the effect that
regulations or rulings hereafter promulgated modify or expand provisions of the Code, so that such covenant is
effective or inapplicable or compliance with such covenant adversely affects the exemption from federal income
taxation of interest on the Bonds under Section 103 of the Code.
Additional Covenants
The District has additionally covenanted in the Bond Order that it will keep accurate records and accounts and
employ an independent certified public accountant to audit and report on its financial affairs at the close of each
fiscal year, such audits to be in accordance with applicable law, rules and regulations and open to inspection in the
office of the District.
Amendments to Bond Order
The District may without the consent of or notice to any Registered Owner amend the Bond Order in any manner
not detrimental to the interest of the Registered Owners, including the curing of an ambiguity, inconsistency, or
formal defect or omission therein. In addition, the District may, with the written consent of the owners of a
majority in principal amount of the Bonds then outstanding affected thereby, amend, add to or rescind any of the
provisions of the Bond Order, except that without the consent of the owners of all of the Bonds affected, no such
amendment, addition, or rescission may (1) extend the time or times of payment of the principal of and interest on
the Bonds, reduce the principal amount thereof or the rate of interest thereon, change the place or places at, or the
coin or currently in which, any Bond or the interest thereon is payable, or in any other way modify the terms of
payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or
(3) reduce the aggregate principal amount of the Bonds required for consent to any such amendment, addition, or
rescission. In addition, a state, consistent with federal law, may in the exercise of its police powers make such
modifications in the terms and conditions of contractual covenants relating to the payment of indebtedness of its
political subdivisions as are reasonable and necessary for attainment of an important public purpose.
Remedies in Event of Default
The Bond Order provides that, in addition to all other rights and remedies of any owner of Bonds provided by the
laws of the State of Texas, in the event the District defaults in the observance or performance of any covenant in
the Bond Order including payment when due of the principal of and interest on the Bonds, Registered Owners may
apply for a writ of mandamus from a court of competent jurisdiction requiring the Board of Directors or other
officers of the District to observe or perform such covenants.
The Bond Order provides no additional remedies to a Registered Owner. Specifically, the Bond Order does not
provide for an appointment of a trustee to protect and enforce the interest of the Registered Owners or for the
acceleration of maturity of the Bonds upon the occurrence of a default in the District's obligations. Consequently,
the remedy of mandamus is a remedy which may have to be enforced from year to year by the Registered Owners.
14
Under Texas law, no judgment obtained against the District may be enforced by execution of a levy' against the
District's public purpose property. The Registered Owners themselves cannot foreclose on :property within the
District or sell property within the District in order to pay principal of or interest on the Bonds. In addition, the
enforceability of the tights and remedies of the Registered Owners may be limited by federal bankruptcy laws or
other similar laws affecting the rights of creditors of political subdivisions. See "RISK FACTORS -- Registered
Owners' Remedies — Bankruptcy Limitation to Registered Owners' Rights."
Consolidation
A 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 water and wastewater systems with the water and wastewater
system(s) of the district(s) with which it is consolidating. The revenues of the consolidated system may be pledged
equally to all first lien bonds of the consolidating districts. No representation is made that the District will
consolidate its water and wastewater system with any other district.
Approval of the Bonds
The Attorney General of Texas must approve the legality of the Bonds prior to their delivery. The Attorney General
of Texas does not pass upon or guarantee the quality of the Bonds as an investment, nor does he pass upon the
adequacy or accuracy of the information contained in this Official Statement.
Issuance of Additional Bonds
The District has reserved the right in the Bond Order to issue additional bonds on a parity with the Bonds (the
"Additional Bonds "). Following the issuance of the Bonds, there remains 510,550,000 of combination unlimited
tax and revenue bonds that have been authorized by the voters of the District, but have not been issued, which the
District has the right to issue without further voter authorization. However, the District would have to obtain
approval of the Texas Natural Resource Conservation Commission (the "Commission ") for the issuance of such
bonds and the projects to be financed thereby. At the present time the District owes Camco approximately
$1,700,000 for facilities constructed by previous developers to serve the existing subdivisions, which obligation will
be repaid by the District from bonds to be issued in the future. See "RISK FACTORS - Future Debt."
In addition to such bonds, the District has the right to issue such additional tax bonds as may hereafter be authorized
by the voters. The District also has the right to issue refunding bonds, revenue bonds, revenue notes, bond
anticipation notes and tax anticipation notes without the necessity of voter approval. Neither Texas law nor the
Bond Order places a limitation on the amount of additional bonds which may be issued by the District. The District
may also incur contractual obligations payable from taxes if approved by its voters.
Issuance of Additional Bonds or debt payable from ad valorem taxes could dilute the security for the Bonds.
EXTRATERRITORIAL JURISDICTION AND ANNEXATION
The District lies wholly within the extraterritorial jurisdiction of the City of Austin. Under Texas law a city may
annex and dissolve a special district located within its extraterritorial jurisdiction without its consent. When such
special district is dissolved the City must assume the assets, functions and liabilities of the special district, including
its bonded indebtedness. No representation is made concerning the likelihood of annexation of the District by the
City of Austin or the ability of the City of Austin to make debt service payments on the Bonds should annexation
occur.
15
VICINITY MAP
•
16
General
THE DISTRICT
The District was created by order of the Texas Water Commission ( "TWC "), now known as the Texas Natural
Resource Conservation Commission ( the "Commission "), adopted on May 14, 1985, and confirmation election held
within the District on July 13, 1985, and operates as a municipal utility district pursuant to provisions of Chapter
54 of the Texas Water Code and other general statutes of the State of Texas applicable to municipal utility districts.
The District is subject to the continuing supervision of the Commission and is located within the extraterritorial
jurisdiction of the City of Austin and Round Rock, Texas. The District contains approximately 528 acres of land,
all of which lies within the extraterritorial jurisdiction of the City of Austin. The District is located in south central
Williamson County, approximately 25 miles north of the City of Austin's central business district and situated
approximately 3 miles north east of the City of Round Rock. All of the District lies within the boundaries of the
Round Rock Independent School District.
The District is relatively flat with elevations ranging from 670 to 730 feet above mean sea level. The land within
the District slopes generally from 0.5% to 3.5%. Approximately 87 acres of the District lie within the 100 year
flood plain. This acreage has been planned as green space and will not be used for development.
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.
Historical and Current Status of Development
Development within the District began in 1985 with the development of the initial sections of the Chandler Creek
Subdivisions. From 1985 through 1987 development and construction of single family homes continued
intermittently. In 1987 the then developer conveyed all of its vacant lots and undeveloped property to its
development lender, a subsidiary of American General Corporation (hereinafter "American General ").
From 1987 through March, 1994, American General maintained the development and sold lots to homebuilders.
In June, 1993, American General entered into contracts for the sale of a total of 99 lots in Chandler Creek, Section
3 to Pioneer Homes and Clark Wilson Homes and such homebuilders began constructing homes in the 595,000 to
$120,000 price range. From June, 1993 through June 30, 1994 approximately 62 homes have been constructed.
In March, 1994, Camco Land, Ltd., a Texas limited partnership ( "Camco ") purchased all of American General's
458 undeveloped acres and 152 vacant lots in the District and assumed the lot sales contracts with Pioneer Homes
and Clark Wilson Homes.
In May 1994, Camco entered into contracts for the sale of a total of 120 lots in Chandler Creek, Sections 1, 2, 4,
and 24 to Pioneer Homes and Scott Felder Homes. As of July 23, 1994, such builders have each purchased 10 lots
pursuant to such contracts and Pioneer Homes has begun the construction of five (5) homes on the purchased lots.
Scott Felder currently is designing its homes to be constructed within the Chandler Creek Subdivisions.
17
The following chart more completely describes the status of residential development within the District as of July
23, 1994:
Chandler
Creek Developed Completed Homes Under Vacant
Sections Acreage Lots Homes Construction Lots
1 — 33.865 164 131 8 25
2 9.159 48 46 0 2
3 21.103 99 62 20 17
4 29.280 128 49 0 79
24 3.831 11 2 2 7
TOTAL 97.238 450 290 30 130
Camco has filed with the City of Austin the preliminary plat of Chandler Creek, Section 7 ( "Section 7 "), an
approximately 35.80 acre subdivision containing 133 lots. In addition, Camco currently is designing Chandler
Creek, Section 5 ( "Section 5 "), an approximately 25.64 acre subdivision containing 85 lots. Camco anticipates
beginning construction of Section 5 in October, 1994 and having lots available in February, 1995. Camco
anticipates the development of Section 5 following the other development by approximately 60 days.
Additional development within the District consists of an approximately five (5) acre park with junior olympic
swimming pool, bathhouse, tennis courts and playground. Such park is owned and operated by the District and is
available to all residents of the District. A 740 pupil elementary school also is located within the District on
approximately 12 acres.
Including Sections 5 and 7, the District contains approximately 458 undeveloped acres of which approximately 352
are developable.
Standby Fees and Voluntary Contributions
Copy to Come
`18
Community Facilities: Community facilities available in the general geographic area of the District are set forth
below:
Churches: No churches are presently located within the District, however, churches of most denominations are
located in the immediate vicinity of the District.
Employment Centers: The Round Rock area, has a number of large electronics and pharmaceutical companies.
Major employers include Abbot Laboratories (1,700 employees), Tandem Computers (550 employees) and McNeil
Consumer Products (300 employees). Other major employers in the vicinity include IBM with approximately 7,000
employees; Texas Instruments with approximately 1,600 employees; 3M with approximately 1,300 employees; and
Dell Computer Corporation with approximately 5,000 employees.
Fire Protection: Fire protection is provided to the District and the surrounding area by the City of Round Rock
Fire Department.
Medical Facilities: Round Rock Hospital, a 75 -bed facility is located approximately 7 miles from the District on
Texas State Highway 620. Georgetown Hospital, a 98 -bed facility is located approximately 15 miles from the
District and also provides 24 -hour emergency room care. There are also 9 Minor Emergency Clinics within 5 miles
of the District that provide weeknight and weekend emergency room care.
Other Utilities: Electric service is furnished by TU Electric; telephone service is furnished by Southwestern Bell
Telephone; and gas service is provided by Lone Star Gas.
Recreational Facilities: The District owns an approximate 5 -acre recreational park with a variety of amenities
which include: a swimming pool and bath house, developed play areas with playscape and tennis courts.
Schools: The District is located within the Round Rock Independent School District, which provides free bus
service to District students who attend the following State accredited schools:
Schools
Years of Distance From
Construction District
Double File Elementary 1986 Within District K -
C.O. Folkes Middle School 1939(a) 4 miles 6 -
Chisholm Trail Middle School 1978(b) 6.3 miles 6 -8
Round Rock High School 1971(c) 5 miles 9 -12
(a) Originally constructed in 1939; expanded in 1941; 1950; 1961; 1964; and 1978; 1980; 1981; 1985; 1988; and 1991.
(b) Originally constmcted in 1978; expanded in 1980; 1981; 1985; 1988; and 1991.
(c) Originally constructed in 1971; expanded in 1972; 1974; 1978; 1984; 1986; 1987; and 1991.
Shopping Facilities: Neighborhood shopping facilities including supermarkets, pharmacies, dry cleaners, specialty
shops, restaurants and child care centers are located in the immediate vicinity. In addition, major shopping facilities
are available to District residents in nearby Austin.
THE DEVELOPER
Land within the District is being developed by Camco Land, Ltd., a Texas limited partnership ( "Cameo"). The
general partner of Camco is JOCA, Inc., a Texas corporation owned 100% by Mr. Joe Hall. Cameo has hired
Captex Development Company, L.L.C., a Texas limited liability company ( "CDC ") to act as development manager
to supervise the development and marketing of Camco's property. CDC is owned equally by Mr. John Simmons,
Mr. Fred Eppright and Mr. Perry Blanton. CDC also currently is involved in the development of Canyon Creek,
Forest Creek, and Davis Spring in the Austin Metropolitan area.
19
" Grades
In March, 1994, Camco purchased 458 undeveloped acres and 152 lots from a subsidiary of the American General
Corporation. Such property was purchased by Camco for cash and without any financing.
As a section of the property is developed, Camco anticipates conveying such property to Chandler Creek Land,
Ltd., a Texas limited partnership ( "Chandler Creek "), having Captex Land Corp., a Texas corporation, as general
partner and Camco as one of the limited partners. Captex Land Corp. is owned equally by Mr. John Simmons,
Mr. Fred Eppright and Mr. Perry Blanton. As of this date, no property has been conveyed to Chandler Creek
Land, Ltd. and no financing has been obtained for any development.
Lot Sales Contract
In conjunction with the purchase of the property from American General, Camco assumed contracts for the sale of
the remaining 29 lots in Chandler Creek, Section 3. Such lots are under contract for sale to MHI Limited
Partnership, a Texas limited partnership, doing business as Pioneer Homes ( "Pioneer Homes ") and Clark Wilson
Homes, Inc., doing business as Clark Wilson Homes. Pursuant to such contracts, each homebuilder is required to
purchase 12 lots each calendar quarter until it has purchased all of the lots subject to its contract. Each builder has
deposited a nominal amount of earnest money to secure its obligations and Cameo's sole remedy in the event the
homebuilder breaches the contract is termination of the contract and retention of the earnest money. As of July 23,
1994, each homebuilder is in compliance with its contractual obligations and there are a total of _ lots remaining
to be purchased.
In May, 1994, Camco entered into a lot sales contract with Pioneer Homes for the sale of 60 lots in Chandler
Creek, Sections, 1, 2, 4, and 24. Pursuant to such contract, Pioneer is required to purchase ten (10) lots by June
15, 1994 and ten (10) lots each 90 days thereafter until all sixty (60) lots are purchased. Pioneer Homes has
deposited a nominal amount of earnest money to secure its obligations under the contract. In the event Pioneer
Homes fails to purchase the lots in accordance with the contract, Camco's sole remedy is termination of the contract
and retention of the earnest money. As of July 23, 1994, Pioneer Homes has purchased ten (10) lots, started
construction of five (5) homes, and is in compliance with its obligations under the contract. Camco anticipates that
Pioneer Homes will be constructing homes in such subdivisions in the $90,000 to 5130,000 price range.
In June, 1994, Camco entered into a lots sales contract with Scott Felder, Ltd. Partnership doing business as Scott
Felder Homes ( "Scott Felder Homes ") for the sale of 60 lots in Chandler Creek, Sections 1, 2, 4, and 24. Pursuant
to such agreement, Scott Felder Homes is required to purchase ten(10) lots by June 15, 1994 and ten (10) lots each
90 days thereafter until all of the lots are purchased. Scott Felder Homes has deposited a nominal amount of earnest
money to secure its performance under the contract. In the event Scott Felder Homes fails to purchase the lots in
accordance with the contract, Cameo's sole remedy is retention of the earnest money. As of July 23, 1994, Scott
Felder Homes has purchased ten (10) lots and is in compliance with the conditions of the contract. Camco
anticipates Scott Felder Homes constructing homes in such subdivisions in the $95,000 to $120,000 price range.
Currently, all of the vacant developed lots are under contract for sale to a homebuilder.
20
MANAGEMENT OF THE DISTRICT
The District is governed by a board, consisting of five directors, which has control over and management
supervision of all affairs of the District. Directors' terms are four years with elections held within the District on
the first Saturday in May in each even numbered year. All of the directors reside or own property in the District.
Length of Term
Name Position Service Expires Mav
Anastacio (Ernie) Cruz President 6 years 1996
Sarah Eastwood Vice President 9 months 1998
Chris Herbert Secretary/Director 11 months 1996
Kathleen Guedry Treasurer 11 months 1998
Betsy Boyes Director 5 months 1998
Tax Appraisal
The Williamson County Appraisal District has the responsibility of appraising taxable property within the District.
See "TAXING PROCEDURES."
Tax Assessor /Collector
Land and improvements in the District are being appraised by the Williamson County Appraisal District. The Tax
Assessor /Collector is appointed by the Board of Directors of the District. The Travis County Tax
Assessor /Collector, Nelda Spears, currently serves the District in this capacity under contract. Mrs. Spears serves
approximately 29 other special districts as Tax Assessor /Collector.
General Manager
The District contracts with Allied Utilities, Inc. ( "Allied ") to serve as General Manager for the District. Allied is
charged with the responsibility of providing system management and bookkeeping services for the District. Allied
serves in a similar capacity for 2 other special districts in the Austin metropolitan area.
Engineer
The District's consulting engineer is Gray Engineering, Inc. (the "Engineer "). Such firm serves as consulting
engineer to approximately 12 other special districts.
Auditor
Faske Lay & Co., L.L.P., certified public accountants, was engaged to audit the District's September 30, 1993
financial statements. Faske Lay serves as auditor to 4 other special districts.
General Counsel
The District employs Hutcheson & Grundy, L.L.P., ( "H &G ") as general counsel. Fees paid to H &G for work
related to the issuance of the Bonds is contingent upon the sale of the Bonds.
Special Consultants Related to the Issuance of the Bonds
Bond Counsel: The District has engaged McCall, Parkhurst & Honon, L.L.P., Austin, Texas, as Bond Counsel
in connection with the issuance of the District's Bonds. The fees of Bond Counsel are contingent upon the sale of
and delivery of the Bonds.
21
Verification Agent: At the time of the delivery of the Bonds, Deloitte & Touche, Certified Public Accountants,
will verify to the District, the Escrow Agent, Bond Counsel, the Underwriters and Underwriters' Counsel that the
Escrowed Securities are sufficient in principal amount and are scheduled to mature at such times and to yield interest
in such amounts, together with uninvested funds, if any, in the Escrow Fund, to pay when due, the principal of and
interest on the Refunded Bonds. See "EXAMINATION OF ESCROW SUFFICIENCY AND YIELDS."
Regulation
The water, wastewater and storm drainage facilities (the "System "), the purchase, acquisition and construction of
which have been permanently financed by the District with the proceeds of the Outstanding Bonds, have been
designed in accordance with accepted engineering practices and the recommendation of certain governmental
agencies having regulatory or supervisory jurisdiction over construction and operation of such facilities, including,
among others the Commission. According to Gray Engineering, Inc. (the "Engineer "), the design of all such
facilities has been approved by all governmental agencies which have jurisdiction over the District.
Operation of the District's waterworks and wastewater facilities is subject to regulation by, among others, the
Environmental Protection Agency and the Commission. In many cases, regulations promulgated by these agencies
have become effective only recently and are subject to further development and revision.
Water System
Wastewater System
Drainage System
THE SYSTEM
Water is currently supplied to the District by Agreement with the City of Round Rock through an existing 16 inch
waterline at the western boundary of the District. No master is used as billings to individual residences is handled
directly by the City of Round Rock. Elevated storage requirements for the District are net through capacity in an
existing 750,000 gallon elevated water storage tank.
Wastewater treatment is provided to the District by Contract with the City of Round Rock. The City of Round Rock
operates a 2,100 gpm sewage lift station located on the eastern boundary of the District which pumps wastewater
flow through a 20 inch force main to the Chandler Creek interceptor which flows into the Round Rock WWTP.
The storm drainage system that serves the District consists of curb and gutter streets and storm sewers that collect
storm water runoff for outfall into Chandler Creek. The facilities are designed in accordance with Williamson
County and City of Round Rock.
100 -Year Flood Plain
According to U.S.G.S. topographic maps and Federal Insurance Administration (FIA) maps, the District is relatively
flat with elevations ranging from 670 to 730 feet above mean seal level. The land within the District slopes
generally from 0.5% to 3.5 %. Approximately 87 acres of the District lie within the 100 -year flood plain. This
acreage has been planned as green space and will not be used for development.
Contractual Agreements
Waterworks and Sewer System Operating Statement
Copy to Come
The following statement sets forth in condensed form the historical operations of the District's water and sewer
system. Accounting principles customarily employed in the determination of net revenues for coverage of debt
service have been observed and in all instances exclude depreciation. Such summary has been prepared upon
information obtained from the District's audited financial statements and records. Reference is made to such
statements for further and more complete information.
22
REVENUE
Property Taxes
Water/Wastewater Service
Interest
Developer Contributions(b)
Other
TOTAL OPERATING
REVENUES(c)
EXPENDITURES
Water/Wastewater Purchases
Management Fees
Auditing
Legal
Utilities & Telephone
Director Fees
Engineering
Insurance
Capital Outlay
Other
TOTAL OPERATING
EXPENDITURES
Non - operating Revenues (d)
Taxes
Interest
Developer Contributions(b)
Non - Operating Expenses
Interest & Fees
Bond Payments
TOTAL NON - OPERATING
EXPENSES
(a)
(b)
(c)
(d)
1993
$ 26,317 $ 26,683
108,283 128,841
5,042 4,327
119,917 117,390
5.627 5,868
$265,186 $283,109
$108,283 $128,841
9,600 11,600
5,000 4,500
19,836 15,246
3,745 3,392
3,950 3,800
7,035 3,039
6,934 6,171
33,149 -0-
70.779 39 304
$268,311 $215,893
EXCESS OPERATING
REVENUES (Expenditures) $ (3.125) $ 67.216
131,942 133,417
9,272 15,582
77.640 77.640
TOTAL NON - OPERATING
REVENUES $218,854 $226,639
200,052 208,856
75.000 75.000
$275,052 $283,856
EXCESS (DEFICIENCY)
REVENUES
OVER EXPENDITURES $(56,198) $(57,217)
Water and
Sewer Connections 210 210
Fiscal Year Ended September 30(a)
1992 1991 1990 1989
23
$ 33,810
127,883
2,060
167,547
4.489
$335,789
S128,332 $120,567
18,007 11,510
4,500 5,000
66,319 32,326
9,466 10,875
5,200 4,550
16,145 21,378
4,213 6,430
-0- - 0-
89,976(d) 38.571
169,081
22,927
41.676
75.000 -
$(58,489)
$ 44,302
126,759
2,024
32,592
4,366
$210,043 $180,333
209 178
$ 48,025
124,914
3,114
-0-
4.280
$117,224
11,412
6,000
12,788
1,577
3,350
-o-
4,878
-0-
69.215
$342,158 $251,207 $226,444
$ (6,369) $ 4( 1,164) $ (46,111)
195,815 191,396
27,212 24,708
-0- -
$233,684 $223,027 $216,104
217,173 216,201 212,692
-0-
$292,173 $216,201 $212,692
$ 6.826 $ 3,412
187
Audited.
Reflects contributions trade to the District. See "THE DISTRICT - Standby Fees and Voluntary
Contributions."
Does not include tap fees received
Includes $41,790 for fees paid to Rate Consultant employed during rate case challenge with the City of
Round Rock.
Rate and Fee Schedule
The Board of Directors of the District establishes rates and fees for water and sewer service, subject to change from
time to time. The following schedule sets forth the rates and fees for the District's water and sewer service which
have been in effect since October 1, 1991.
Water (monthly billings)
Base Rate for 5/8" meter:
Base Rate $10.45 (minimum)
Per 1,000 gallons water used $ 1.76 per 1,000 gallons
Sewer (monthly billings)
Single Family:
Base Rate $7.85 (minimum)
Per $1,000 gallons of winter average water usage 51.73 per 1,000 gallons
Tap Fees:
Tap Fees for In- District Customers per LUE:
Water
Wastewater
$350.00
$350.00
UNLIMITED TAX AND REVENUE BONDS AUTHORIZED BUT UNISSUED
Date Issued
Authorization Purpose Authorized to Date Unissued
07/13/85 Water, Sanitary $ 13,000,000 52,450,000 510,550,000
Sewer and Drainage
FINANCIAL STATEMENT
(Unaudited as of April 27, 1994)
1993 Assessed Valuation (100% of estimated market value) $15,305,863 (a)
1994 Certified Assessed Valuation (100% of estimated market value) 23,134,675 (b)
Gross Debt Outstanding
• Debt Service Fund Balance (Cash and investments) (06- 30 -94) 237,646 (c)
Ratio of Gross Debt to 1993 Assessed Valuation
Ratio of Gross Debt to 1994 Preliminary Assessed Valuation
Area of District: 528 acres
Estimated 1993 Population - 841(d)
• Preliminary: subject to change.
(a) As certified by the Williamson County Appraisal District ( "WCAD "). See "TAXING PROCEDURES."
(b) As estimated by the WCAD and shown solely for purposes of illustration. The foul 1994 assessed valuation of taxable property within
the District will be established by the WCAD, and after review by the Williamson Central Appraisal Review Board will be the official
valuation on which the District will levy taxes. Consequently, the estimated assessed valuation shown above could vary significantly from
the assessed valuation finally certified by WCAD for 1994. In addition, the principal landowner has informed the District that it is
challenging the appraised value of its property within the District and requesting an approximate $1,200,000 rcduction in such value. See
TAXING PROCEDURES.
(c) Neither Texas law nor the Bond Order requires that the District maintain any particular sum in the District's debt service fund.
(d) Estimated: based on 2.9 residents per occupied single family connection. As provided by the City of Round Rock Planning Department.
24
Outstanding Bonds
Dated
Date
01/01/87
_/_94
Total
(a) Excludes the Refunded Bonds.
(b) The Bonds; preliminary, subject to change.
Cash and Investment Balances (Unaudited @ June 30, 1994)
Taxing Body (a)
Williamson County
Round Rock Independent School
District
Series
(a) Taxing jurisdictions with outstanding debt.
(b) Includes the Bonds and excludes the Refunded Bonds.
1987 $2,450,000 52,125,000 (a)
1994 (b)
$ $
Operating Fund Cash & Temporary Investments $140,567
Debt Service Fund Cash & Temporary Investments 5237,646
Construction Fund Cash & Temporary Investments 5247,400
ESTIMATED OVERLAPPING DEBT STATEMENT
Other governmental entities whose boundaries overlap the District have outstanding bonds payable from ad valorem
taxes. The following statement of direct and estimated overlapping ad valorem tax debt was developed from several
sources, including information contained in "Texas Municipal Reports," published by the Municipal Advisory
Council of Texas. Except for the amount relating to the District, the District has not independently verified the
accuracy or completeness of such information, and no person is entitled to rely upon information as being accurate
or complete. Furthermore, certain of the entities listed below may have issued additional bonds since the dates
stated in this table, and such entities may have programs requiring the issuance of substantial amounts of additional
bonds, the amount of which cannot be determined. Political subdivisions overlapping the District are authorized
by Texas law to levy and collect ad valorem taxes for operation, maintenance and /or general revenue purposes in
addition to taxes for payment of debt service and the tax burden for operation, maintenance and/or general purposes
is not included in these figures.
Amount
Net Debt Ovlpg. Ovlpg.
Amount As of Net Debt Net Debt
$11,790,452 04/30/93 .34%
140,293,497 08/31/92 .44%
Principal
Original Amount
Principal Outstanding
Amount 0 /01/94
$ 40,088
617.291
TOTAL ESTIMATED OVERLAPPING NET DEBT S657,379
The District S2,I25,000 (b) 08/01/94 100.00% S2.125.000 (b)
TOTAL ESTIMATED DIRECT AND OVERLAPPING NET DEBT 52,782.379
Ratio of Estimated Direct and Overlapping Net Debt
to 1993 Assessed Valuation 18.18%
Ratio of Estimated Direct and Overlapping Net Debt
to 1994 Preliminary Assessed Valuation 12.03 %
25
Overlapping Taxes for 1993
Overlapping Entity
Williamson County $0.3656 $ 273
Round Rock Independent School District 1.5738 1,174
The District 1.0726 1,288
Total $3.0120 52,735
(a) Based upon the average single family home value of 174,609.
Classification of Assessed Valuation (a)
1993 1992 1991
Type Property Amount % Amount % Amount
Single Family $11,132,750 72.73 $ 9,420,324 71.00 $9,035,882 68.40
Vacant Lots and
Undeveloped Acreage 3,607,188 23.56 3,306,699 24.92 3,627,037 27.46
Personal Property 567.760 3.71 541.300 4.08 547.400 4.14
Total $15,307,698 100.00 513.268,323 100.00 $13 210 319 100.00
(a) Reflects classification of assessed valuation as supplied by the Williamson County Appraisal District ( "WCAD ") prior to adjustments.
Such value may differ from the original certified assessed valuation, and any supplements or adjustments thereto, as supplied by WCAD.
Tax Collections
TAX DATA
1993 Tax Average
Rate Per $100 Tax
Assessed Valuation Bill(a)
The following statement of tax collections reflects the historical tax collection experience of the District. Such
summary has been prepared for inclusion herein based upon information provided by the District's Tax
Assessor /Collector. See "Classification of Assessed Valuation" above.
(a) Ten months' collections.
Assessed Tax Current Total Year
Valuation Rate Tax Levy Amount % Amount % Endine
1988 $23,863,015 .9950 $247,527 $234,979 94.93 $240,484 97.15 09/30/89
1989 21,947,454 1.0950 246,578 237,888 96.48 239,572 97.16 09/30/90
1990 16,480,133 1.2000 204,290 195,219 95.56 201,437 98.60 09/30/91
1991 13,205,819 1.2000 161,323 157,316 97.52 159,224 98.70 09/30/92
1992 13,251,473 1.2000 159,677 156,447 97.98 158,259 99.11 09/30/93
1993 15,305,863 1.0726 164,171 162,609 99.05 163,177 99.39 09/30/94(a)
26
District Tax Rates
1993 1992 1991 1990 1989
Debt Service $0.8100 $1.00 $1.00 51.00 $0.900
Maintenance .2626 .20 .20 . 20 .195
Total $1.0726 $1.20 $1.20 $1.20 $1.095
Tax Rate Limitation
Debt Service: Unlimited (no legal limit as to rate or amount).
Maintenance: The District voters have authorized the levy of a maintenance and operations tax as described
below.
Maintenance Tax
The District has the statutory authority to levy and collect an annual ad valorem tax for maintaining, repairing and
operating the District's facilities and for paying administrative expenses of the District, if such maintenance tax is
authorized by the District's voters. An election for such a tax was held July 13, 1985 at which time a maintenance
tax not to exceed $1.00 per $100 assessed valuation was approved.
Principal Taxpayers
The following list of principal taxpayers was provided by the District's Tax Assessor /Collector based on the 1993
and 1992 tax rolls of the District, which reflect ownership as of January 1 of each year shown.
Name
Type of Property 1993 1992
American General
Realty Inv. Corp. (a) Acreage & Lots $2,481,164 $2,312,111
Texas Utilities Electric Utilities 326,196 324,356
Ensearch Corp. /Lone
Star Gas Div. Utilities 77,970 79,150
Southwestern Bell Utilities 65.090 66.050
Total
(a) Now owned by Cameo. See 'THE DEVELOPER.'
27
$2,950,420 $2.781.667
Tax Adequacy for Debt Service
The calculations shown below assume, solely for purposes of illustration, no increase or decrease in assessed
valuation from the 1993 Assessed Valuation and the 1994 Preliminary Assessed Valuation and utilize tax rates
adequate to service the District's total projected debt service requirements, including the Bonds. No available debt
service funds are reflected in these computations. See "RISK FACTORS - Factors Affecting Taxable Values and
Tax Payments - Impact on District Tax Rates."
Projected average annual debt service requirements on the District's total
outstanding indebtedness, including the Bonds (1994 through 2013) S
$ Debt Service Tax Rate on 1993 Assessed Valuation of
515,305,863 95% collections produces S
$ Debt Service Tax Rate on 1994 Certified Assessed Valuation of
$23,134,675 @ 95% collections produces S
Projected maximum annual debt service requirements on the
District's total outstanding indebtedness, including the Bonds (1995) S
$ Debt Service Tax Rate on 1993 Assessed Valuation of
$15,305,863 @ 95% collections produces $
$ Debt Service Tax Rate on 1994 Certified Assessed Valuation of
$23,134,675 @ 95% collections produces $
Debt Service Fund Management Index
Debt Service Requirements for year ending 12/31/94
Debt Service Fund Balance at September 30, 1993 (Audited) $260,068 (b)
1993 Tax Levy @ 95% collections produces $117,779 (c)
Total Available for Debt Service
$288,725 (a)
$377.847
(a) Prior to refunding.
(b) This balance includes $105,228 Developer Contribution in lieu of standby fees. Neither Texas law nor the Bond Order require that the
District maintain any particular sum in its debt service fund.
(c) 1993 Debt Service Tax: 50.8115100 Assessed Valuation.
28
PROJECTED DEBT SERVICE REQUIREMENTS
29
Authority to Levy Taxes
TAXING PROCEDURES
The Board is authorized to levy an annual ad valorem tax on all taxable property within the District in an amount
sufficient to pay the principal of and interest on the Bonds, the Remaining Outstanding Bonds and any additional
bonds payable from taxes which the District may hereafter issue (see "RISK FACTORS - -Future Debt ") and to pay
the expenses of assessing and collecting such taxes. The District agrees in the Bond Order to levy such a tax from
year -to -year as described more fully herein under THE BONDS — Source of and Security for Payment." Under
Texas law, the Board is also authorized to levy and collect an ad valorem tax for the operation and maintenance of
the District and its water and wastewater system and for the payment of certain contractual obligations, if authorized
by its voters. See "TAX DATA —Tax Rate Limitation."
Property Tax Code and County 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 herein.
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 the county and an appraisal review board with responsibility for
reviewing and equalizing the values established by the appraisal district. The Williamson County Appraisal District
(the "WCAD ") has the responsibility for appraising property for all taxing units within Williamson County,
including the District. Such appraisal values are subject to review and change by the Williamson County Appraisal
Review Board (the "Appraisal Review Board "). The appraisal roll as approved by the Appraisal Review Board must
be used by the District in establishing its tax roll and tax rate.
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, wares and
merchandise in transit; certain farm products owned by the producer; certain property of charitable organizations,
youth development organizations, religious organizations, and qualified schools; designated historical sites; and most
individually owned automobiles. In addition, the District may by its own action exempt residential homesteads of
persons sixty-five (65) years or older and of certain disabled persons to the extent deemed advisable by the Board
of Directors of the District. The District may be required to offer such an exemption if a majority of voters approve
same at an election. The District would be required to call such an election upon petition by twenty percent (20%)
of the number of qualified others who voted in the preceding election. The District is authorized by statute to
disregard exemptions for the disabled and elderly if granting the exemption would impair the District's obligation
to pay tax supported debt incurred prior to adoption of the exemption by the District. Furthermore, the District
must grant exemptions to disabled veterans or certain surviving dependents of disabled veterans, if requested, but
only to the maximum extent of $3,000 of taxable valuation. For 1993 the District granted a homestead exemption
for persons 65 years or older or who are disabled.
Residential Homestead Exemptions: The Property Tax Code authorizes the governing body of each political
subdivision in the State of Texas to exempt up to twenty percent (20 %) of the appraised value of residential
homesteads from ad valorem taxation. Where ad valorem taxes have previously been pledged for the payment of
debt, the governing body of a political subdivision may continue to levy and collect taxes against the exempt value
of the homesteads until the debt is discharged, if the cessation of the levy would impair the obligations of the
contract by which the debt was created. The adoption of a homestead exemption may be considered each year, but
must be adopted by May 1. The District has never adopted a general homestead exemption.
30
Freeport Goods Exemption: Freeport goods are goods, wares, merchandise, other tangible personal property and
ores, other than oil, natural gas and other petroleum products, which have been acquired or brought into the state
for assembling, storing, manufacturing, repair, maintenance, processing or fabricating 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. As a
result of a state constitutional amendment passed by Texas voters on November 7, 1989, goods in transit ( "freeport
goods ") are exempted from taxation by the District effective January 1, 1990.
Tax Abatement
The City of Round Rock, Texas and Williamson County, Texas may designate all or part of the area within the
District as a reinvestment zone, and thereafter the City of Round Rock, Williamson County, Round Rock
Independent School District, and the District may enter into tax abatement agreements with owners of real property
Within such zone. The tax abatement agreements may exempt from ad valorem taxation by the applicable taxing
jurisdiction for a period of up to ten years, all or part of any increase in the assessed valuation of property covered
by the agreement over its assessed valuation in the year in which the agreement is executed on the condition that
the property owner make specified improvements or repairs to the property in conformity with a comprehensive
plan. No portion of the District is currently classified as a reinvestment zone, nor are any tax abatement agreements
currently in place.
Valuation of Property for Taxation
Generally, property in the District must be appraised by the WCAD at market value as of January 1 of each year.
Once an appraisal roll is prepared and formally 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.
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 that such property would bring if sold as a unit to a purchaser who
would continue the business. 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 years for agricultural use and taxes for the previous five years for open space land and timberland.
The Property Tax Code requires the WCAD implement a plan for-periodic reappraisal of property. The plan must
provide for appraisal of all real property in the WCAD at least once every three (3) years. It is not known what
frequency of reappraisal will be utilized by the WCAD 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 WCAD 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 WCAD
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 WCAD to compel compliance with the Property Tax Code.
31
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 values,
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 the collection 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 based upon the valuation of property within the District as of the preceding January 1.
Taxes are doe October 1, or when billed, whichever comes later, and become delinquent after January 31 of the
following year. A delinquent tax incurs a penalty of six percent (6%) of the amount of the tax for the first calendar
month it is delinquent, plus one percent (1 %) for each additional month or portion of a month the tax remains
unpaid prior to July 1 of the year in which it becomes delinquent. If the tax is not paid by July 1 of the year in
which it becomes delinquent, the tax incurs a total penalty of twelve percent (12%) regardless of the number of
months the tax has been delinquent and may incur an additional penalty of up to fifteen percent (15%) to defer costs
of collection if imposed by the District. The delinquent tax also accrues interest at a rate of one percent (1 %) for
each month or portion of a month it remains unpaid. The Property Tax Code also makes provision for the split
payment of taxes, discounts for early payment and the postponement of the delinquency date of taxes under certain
circumstances. Ms. Nelda Wells Speads, the Travis County Tax Assessor /Collector, collects the taxes for the
District. The District does not allow split payment of taxes, discounts for early payments or the postponement of
the delinquency date of taxes.
District's Rights in the Event of Tax Delinquencies
Taxes levied by the District are a personal obligation of the owner of the property on January 1 of the year for
which the tax is imposed. On January 1 of each year, a tax lien attaches to property to secure the payment of all
state and local taxes, penalties, and interest ultimately imposed for the year on the property. The lien exists in favor
of the State of Texas and each local taxing unit, including the District, having power to tax the property. The
District's tax lien is on a parity with tax liens of such other taxing units. See "ESTIMATED OVERLAPPING
DEBT STATEMENT - Overlapping Taxes for 1993." 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 (in the
case of agricultural or residential property, a taxpayer may redeem property within two years after the purchaser's
deed issued at the foreclosure sale is filed in the county records otherwise within six months) or by bankruptcy
proceedings which restrict the collection of taxpayer debts. See "RISK FACTORS -- General- -Tax Collections and
Foreclosure Remedies."
32
General
Factors Affecting Taxable Values and Tax Payments
RISK FACTORS
The Bonds, which are obligations of the District and are not obligations of the City of Round Rock, Texas;
Williamson County, Texas; the State of Texas; or any other political subdivision, will be secured by a continuing
direct annual ad valorem tax, without legal limitation as to rate or amount, on all taxable property located within
the District and from a pledge of and lien on the Net Revenues of the District's System. See "THE BONDS -
Source of and Security for Payment ". The ultimate security for payment of principal of and interest on the Bonds
depends on the ability of the District to collect from the property owners within the District all taxes levied against
the property, or in the event of foreclosure, on the value of the taxable property with respect to taxes levied by the
District and by other taxing authorities. The collection by the District of delinquent taxes owed to it and the
enforcement by the Registered Owners of the District's obligation to collect sufficient taxes may be a costly and
lengthy process. Furthermore, the District cannot and does not make any representations that continued
development of property within the District will accumulate or maintain taxable values sufficient to justify continued
payment by property owners or that there will be a market for the property. See "Registered Owners' Remedies"
below.
Economic Factors and Interest Rates: A substantial percentage of the taxable value of property within the District
results from the current market value of single - family residences and developed lots for sale to homebuilders for
the construction of primary residences. The market value of such homes and lots is related to general economic
conditions affecting the demand for and taxable value of residences. Demand for lots of this type and the
construction of residential dwellings thereon can be significantly affected by factors such as interest rates, credit
availability, construction costs, energy /utility availability and the prosperity and demographic characteristics of the
Cuban 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.
Interest rates and the availability of mortgage and development funding have a direct impact on construction activity,
particularly short-term interest rates at which developers are able to obtain financing for development costs.
Lenders have been selective in recent years in making real estate loans in the Austin area because of the negative
impact to their real estate portfolios. Interest rate levels may affect the ability of a landowner with undeveloped
property to undertake and complete construction activities within the District. Because of the numerous and
changing factors affecting the availability of funds, the District is unable to assess the future availability of such
funds for continued construction within the District. In addition, although located approximately 23.5 miles from
the central downtown business district of the City of Austin, the success of development within the District and
growth of District taxable property values are, to a great extent, a function of the Austin metropolitan and regional
economics.
Competition: The demand for and construction of single - family homes in the District could be affected by
competition from other residential developments located in other utility districts and cities located near the District,
many of which have a more mature development status: In addition to competition for new home sales from other
developments, there are numerous previously -owned homes in more established neighborhoods closer to downtown
Austin that are for sale. Such homes could represent additional competition for new homes proposed to be sold
within the District.
The competitive position of builders in the construction of single - family residential houses within the District is
affected by most of the factors discussed in this section. Such a competitive position is directly related to the growth
and maintenance of taxable values in the District and tax revenues to be received by the District. The District can
give no assurance that the building and marketing programs underway within the District will be implemented or,
if implemented, will be successful.
33
Impact on District Tax Rates: Assuming no further development or construction of taxable improvements, the value
of the land and improvements currently within the District will be the major determinant of the ability or willingness
of the District property owners to pay their taxes. The 1993 assessed valuation of the District is $
and the preliminary assessed valuation as of January 1, 1994, is $ (see "FINANCIAL
STATEMENT "). After issuance of the Bonds, the Projected Maximum Annual Debt Service Requirement will be
$ ( ) and the Projected Average Annual Debt Service Requirement will be
$ (1994 through 2013, inclusive). Assuming (1) no increase or decrease from the 1993 assessed
valuation, and (2) no use of funds on hand, a tax rate of $ /$100 assessed valuation, at a 95% collection
rate would be necessary to pay the Projected Maximum Annual Debt Service Requirement of
$ , and a tax rate of $ /$100 assessed valuation at a 95% collection rate would be
necessary to pay the Projected Average Annual Debt Service Requirement of $ . Under the same
assumptions outlined above and based upon the 1994 certified assessed valuation, tax rates of S and
$ would be necessary to pay the Projected Maximum Annual Debt Service Requirement and the
Projected Average Annual Debt Service Requirement, respectively. The District's 1993 debt service tax rate is
$ per $100 assessed valuation. See "PROJECTED DEBT SERVICE REQUIREMENTS" and
"TAX DATA - Tax Adequacy for Debt Service."
Tax Collections and Foreclosure Remedies
The District has a right to seek judicial foreclosure on a tax lien, but such remedy may prove to be costly and time
consuming and, since the future market or resale market, if any, of the taxable real property within the District is
uncertain, there can be no assurance that such property could be sold and delinquent taxes paid. The Registered
Owners are entitled under Texas law to a writ of mandamus to compel the District to perform its obligations. Such
remedy would have to be exercised upon each separate default and may prove costly, time consuming and difficult
to enforce. Furthermore, there is no trust indenture or trustee, and all legal actions would have to be taken on the
initiative of, and be financed by, the Registered Owners to enforce such remedies. The rights and remedies of the
Registered Owners and the enforceability of the Bonds may also be limited by bankruptcy, reorganization and other
similar laws affecting the enforcement of creditors' rights generally.
Registered Owners' Remedies
In the event of default in the payment of principal of or interest on the Bonds, the Registered Owners have the right
to seek a writ of mandamus, requiring the District to levy adequate taxes each year to make such payments. Except
for mandamus, the Bond Order does not specifically provide for remedies to protect and enforce the interest of the
Registered Owners. There is no acceleration of maturity of the Bonds in the event of default and, consequently,
the remedy of mandamus may have to be relied upon from year to year. Although the Registered Owners could
obtain a judgment against the District, such a judgment could not be enforced by direct levy and execution against
the District's property. Further, the Registered Owners cannot themselves foreclose on property within the District
or sell property within the District in order to pay the principal of and interest on the Bonds. The enforceability
of the rights and remedies of the Registered Owners may further be limited by laws relating to bankruptcy,
reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions
such as the District.
34
Bankruptcy Limitation to Registered Owners' Rights
The enforceability of the rights and remedies of Registered Owners may be limited by laws relating to bankruptcy,
reorganization or other similar laws of general application affecting the rights of creditors of political subdivisions
such as the District. Subject to the requirements of Texas law discussed below, a political subdivision such as the
District may voluntarily file a petition for relief from creditors under Chapter 9 of the Federal Bankruptcy Code,
11 USC sections 901 -946. The fling of such petition would automatically stay the enforcement of Registered
Owners' remedies, including mandamus and the foreclosure of tax liens upon property within the District discussed
above. The automatic stay would remain in effect until the federal bankruptcy judge hearing the case dismissed the
petition, enters an order granting relief from the stay or otherwise allows creditors to proceed against the petitioning
political subdivision. A political subdivision, such as the District, may qualify as a debtor eligible to proceed in
a Chapter 9 case only if it (1) is generally authorized to file for federal bankruptcy protection by applicable state'
law, (2) is insolvent or unable to meet its debts as they mature, (3) desires to effect a plan to adjust such debts, and
(4) has either obtained the agreement of or negotiated in good faith with its creditors or is unable to negotiate with
its creditors because negotiations are impracticable. Under recent Texas legislation a municipal utility district, such
as the District, must obtain the approval of the Commission as a condition to seeking relief under the Federal
Bankruptcy Code. The Commission is required to investigate the financial condition of a financially troubled district
and authorize such district to proceed under federal bankruptcy law only if such district has fully exercised its rights
and powers under Texas law and remains unable to meet its debts and other obligations as they mature.
Notwithstanding noncompliance by a district with Texas law requirements, a district could file a voluntary
bankruptcy petition under Chapter 9, thereby involving the protection of the automatic stay until the bankruptcy
court, after a hearing, dismisses the petition. A federal bankruptcy court is a court of equity and federal bankruptcy
judges have considerable discretion in the conduct of bankruptcy proceedings and in making the decision of whether
to grant the petitioning district relief from its creditors. While such a decision might be applicable, the concomitant
delay and loss of remedies to the Registered Owners could potentially and adversely impair the value of the
Registered Owner's claim.
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 a Registered Owner 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 Owner's claim against a district.
The Effect of the Financial Institutions Act of 1989 on Tax Collections of the District
The "Financial Institutions Reform, Recovery and Enforcement Act of 1989" ( "FIRREA "), enacted on August 9,
1989, contains certain provisions which affect the time for protesting property valuations, the fixing of tax liens,
and the collection of penalties and interest on delinquent taxes on real property owned by the Federal Deposit
Insurance Corporation ( "FDIC ") and the Resolution Trust Corporation ( "RTC ") when the FDIC/RTC is acting as
the conservator or receiver of an insolvent financial institution.
Under FIRREA real property held by the FDIC /RTC is still subject to ad valorem taxation, but such act states (i)
that no real property of the FDIC /RTC shall be subject to foreclosure or sale without the consent of the FDIC /RTC
and no involuntary liens shall attach to such property, (ii) the FDIC or RTC shall not be liable for any penalties
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.
35
•
There has been little judicial determination of the validity of the provisions of FIRREA or how they are to be
construed and reconciled with respect to conflicting state laws. However, certain recent federal court decisions have
held that the FDIC /RTC is not liable for statutory penalties and interest authorized by State property tax law, and
that although a lien for taxes may exist against real property, such lien may not be foreclosed without the consent
of the FDIC /RTC, and no liens for penalties, fines; interest, attorneys fees, costs of abstract and research fees exist
against the real property for the failure of the FDIC/RTC or a prior property owner to pay ad valorem taxes when
due. It is also not known whether the FDIC /RTC will attempt to claim the FIRREA exemptions as to the time for
contesting valuations and tax assessments made prior to and after the enactment of FIRREA. Accordingly, to the
extent that the FIRREA provisions are valid and applicable to any property in the District, and to the extent that
the FDIC/RTC attempts to enforce the same, these provisions may affect the timeliness of collection of taxes on
property, irony, owned by the FDIC /RTC in the District, and may prevent the collection of penalties and interest
on such taxes.
Marketability
The District has no understanding with the Underwriters 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
for the Bonds may be greater than the difference between the bid and asked price of bonds of comparable maturity
and quality issued by more traditional issuers as such bonds are 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 Order on a continuing basis prior to
the maturity of the Bonds could result in interest on the Bonds becoming taxable retroactively to the date of original
issuance. See "TAX MATTERS."
Future Debt
The District reserves in the Bond Order the right to issue the remaining $10,550,000 authorized but unissued bonds
(see "UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED "), and such additional bonds as may hereafter
be approved by both the Board of Directors and, in the case of tax supported bonds or obligations, the voters of
the District. The District has reserved the right to issue certain other additional bonds, special project bonds,
refunding bonds, and other obligations described in the Bond Order. All of the remaining $10,550,000 bonds which
have heretofore been authorized by the voters of the District may be issued by the District, with the approval of
the Commission, from time to time as improvement needs arise. If the District does issue future bonds or other
debt obligations, such issuance could increase gross debt/property valuation ratios and might adversely affect the
investment security of the Bonds.
To date, the Developer and its predecessors have advanced certain funds to the District in the approximate amount
of $1,700,000 for construction of utilities for which the Developer has not been reimbursed (see THE DISTRICT -
Historical and Current Status of Development "). In order to fully reimburse and provide utility service to the
remaining undeveloped but developable acres within the District (352 acres), District anticipates that it may issue
is to the full principal amount of authorized but unissued bonds ($10,550,000) in installments over the next several
years. Each future issue of bonds is intended to be sold at the earliest practicable date consistent with the
maintenance of a reasonable tax rate in the District (assuming projected increases in the value of taxable property
made at the time of issuance of the bonds are accurate). The District does not employ any formula with respect
to assessed valuations, tax collections or otherwise to limit the amount of parity bonds which it may issue. The
issuance of additional bonds is subject to approval by the Commission pursuant to its rules regarding issuance and
feasibility of bonds. In addition, future changes in health or environmental regulations could require the
construction and financing of additional improvements without any corresponding increases in taxable value in the
District. See THE BONDS - Issuance of Additional Debt."
36
Legal Opinions
LEGAL MATTERS
The District will furnish the Underwriters a transcript of certain proceedings incident to the issuance and
authorization of the Bonds. Such transcript will include a certified copy of the approving opinion of the Attorney
General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas,
to the effect that the Bonds are valid and binding obligations of the District. The District will also furnish the
approving legal opinion of McCall, Parkhurst & Horton L.L.P., Austin, Texas, Bond Counsel, to the effect that,
based upon an examination of such transcript, the Bonds are valid and binding obligations of the District under the
Constitution and laws of the State of Texas, except to the extent that enforcement of the rights and remedies of the
Registered Owners of the Bonds may be limited by laws relating to bankruptcy, reorganization or other similar laws
of general application affecting the rights of creditors of political subdivisions such as the District. The legal
opinion of Bond Counsel will further state that the Bonds are payable, both as to principal and interest, from the
levy of ad valorem taxes, without limitation as to rate or amount, against taxable property within the District and
further by a pledge of and lien on the Net Revenues of the District's System. Bond Counsel's opinion will further
address the matters discussed below under "TAX MATTERS." The opinion of Bond Counsel is expected to be
reproduced on the back panel of the Bonds over a certification of the Secretary of the Board of Directors of the
District attesting that such legal opinions were dated as of the date of delivery of and payment for the Bonds and
are true and correct copies of the original opinions. Errors or omissions in the printing of such legal opinions on
the Bonds shall not affect the validity of the Bonds nor constitute cause for the failure or refusal by the Underwriter
to accept delivery of and pay for the Bonds. Bond Counsel's fees for services rendered with respect to the sale of
the Bonds are contingent upon the issuance and delivery of the Bonds.
Legal Review
In its capacity as Bond Counsel, McCall, Parkhurst & Horton L.L.P. has reviewed the information appearing in
this Official Statement under the captions "PLAN OF FINANCING — Escrow Agreement," THE BONDS,"
"TAXING PROCEDURES," "LEGAL MATTERS —Legal Opinions ", and "TAX MATTERS" solely to determine
whether such information fairly summarizes the procedures, laws and documents referred to therein and conforms
to the requirements of applicable laws of the State of Texas with regard to the sale of the Bonds. Bond Counsel
has not, however, independently verified any of the other factual information contained in this Official Statement,
nor have they conducted an investigation of the affairs of the District for the purpose of passing upon the accuracy
or completeness of this Official Statement. No person is entitled to rely upon such parties' 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 of the other information contained herein.
No- Litigation Certificate
The District will furnish to the Underwriters a certificate, dated as of the date of delivery of the Bonds, executed
by both the President and Secretary of the Board, to the effect that no litigation of any nature has been filed or is
then pending or threatened, either in state or federal courts, contesting or attacking the Bonds; restraining or
enjoining the issuance, execution or delivery of the Bonds; affecting the provisions made for the payment of or
security for the Bonds; in any manner questioning the authority or proceedings for the issuance, execution, or
delivery of the Bonds; or affecting the validity of the Bonds.
Opinion
TAX MATTERS
• On the date of initial delivery of the Bonds, McCall, Parkhurst & Horton L.L.P., Austin, Texas, Bond Counsel,
will render their opinion that, in accordance with statutes, regulations, published rulings and court decisions existing
on the date thereof, (1) interest on the Bonds for federal income tax purposes will be excludable from the "gross
income" of the holders thereof and (2) the Bonds will not be treated as "private activity bonds" the interest on which
would be included as an alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue
Code of 1986 (the "Code "). Except as stated above, Bond Counsel will express no opinion as to any other federal,
state or local tax consequences of the purchase, ownership or disposition of the Bonds.
37
Federal Income Tax Accounting Treatment of Premium Compound Interest Bonds
and Original Issue Discount
In rendering their opinion, Bond Counsel will rely upon (a) the District's no- arbitrage certificate and the verification
report prepared by Deloitte & Touche, and (b) covenants of the District with respect to arbitrage, the application
of the proceeds to be received from the issuance and sale of the Bonds and certain other matters. Failure of the
District to comply with these representations or covenants Could cause the interest on the Bonds to become
includable in gross income retroactively to the date of issuance of the Bonds.
The law upon which Bond Counsel have based their opinion is subject to change by the Congress and to subsequent
judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no
assurance that such law or the interpretation thereof will not be changed in a manner which would adversely affect
the tax treatment of the purchase, ownership or disposition of the Bonds.
The underwriter has represented that the initial public offering price to be paid for certain of the Current Interest
Bonds and all of the Premium Compound Interest Bonds, as stated on the cover of the Official Statement,
(collectively, the "Original Issue Discount Bonds ") may be less than the principal amount or maturity amount
thereof, respectively. The difference between (i) the 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 any owner who has purchased such
Original Issue Discount Bond in the initial public offering of the Bonds. Under existing law, 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. For a discussion of certain
collateral federal tax consequences, see discussion set forth below.
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.
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 Original Issue Discount
Bond.
The federal income tax consequences of the purchase, ownership, 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
the treatment 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.
Collateral Federal Income Tax Consequences
The following discussion is a summary of certain collateral federal income tax consequences resulting from the
purchase, ownership or disposition of the Bonds. This discussion is based on existing statutes, regulations,
published rulings and court decisions, all of which are subject to change or modification, retroactively.
38
The following discussion is applicable to investors, other than those who are subject to special provisions of the
Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual
recipients of Social Security or Railroad Retirement benefits, certain S corporations with Subchapter C earnings and
profits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax- exempt
obligations.
INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE,
SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE
ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX- EXEMPT
OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE BONDS.
Interest on the Bonds will be includable as an adjustment for "adjusted earnings and profits" to calculate the
alternative minimum tax imposed on corporations by section 55 of the Code. Section 55 of the Code imposes a tax
equal to 20 percent for corporations, or 26 percent for non - corporate taxpayers (28 percent for taxable income
exceeding $175,000), of. the taxpayer's "alternative minimum taxable income," if the amount of such alternative
minimum tax is greater than the taxpayer's regular income tax for the taxable year.
Interest on the Bonds is includable in the "alternative minimum taxable income" of a corporation (other than a
regulated investment company or a real estate investment trust) for purposes of determining the environmental tax
imposed by section 59A of the Code. Section 59A of the Code imposes on a corporation an environmental tax, in
addition to any other income tax imposed by the Code, equal to 0.12 percent of the excess of the modified
alternative minimum taxable income of such corporation for the taxable year over $2,000,000.
Interest on the Bonds may be subject to the "branch profits tax" imposed by section 884 of the Code on the
effectively - connected earnings and profits of a foreign corporation doing business in the United States.
Under section 6012 of the Code, holders of tax- exempt obligations, such as the Bonds, may be required to disclose
interest received or accrued during each taxable year on their returns of federal income taxation.
Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a
tax - exempt obligation, such as the Bonds, if such obligation was acquired at a "market discount" and if the fixed
maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to
"market discount bonds" to the extent such gain does not exceed the accrued market discount of such bonds;
although for this purpose, a de minimis amount of market discount is ignored. A "market discount bond" is one
which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or,
in the case of a bond issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued
original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market
discount as the number of days during which the holder holds the obligation bears to the number of days between
the acquisition date and the final maturity date.
State, Local and Foreign Taxes
Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or
disposition of the Bonds under applicable state or local laws. Foreign investors should also consult their own tax
advisors regarding the tax consequences unique to investors who are not United States persons.
Qualified Tax - Exempt Obligations
Section 265(a) of the Code provides, in pertinent part, that interest .paid or incurred by a taxpayer, including a
"financial institution," on indebtedness incurred or continued to purchase or carry tax- exempt obligations is not
deductible by such taxpayer in determining taxable income. Section 265(b) of the Code provides an exception to
the disallowance of such deduction for any interest expense paid or incurred on indebtedness of a taxpayer which
is a "financial institution" allocable to tax- exempt obligations, other than "private activity bonds," which are
designated by a "qualified small issuer" as "qualified tax - exempt obligations." A "qualified small issuer" is any
governmental issuer (together with any subordinate issuers) who issues no more than 810,000,000 of tax- exempt
obligations during the calendar year. Section 265(b)(5) of the Code defines the term "financial institution" as
referring to any corporation described in section 585(a)(2) of the Code, or any person accepting deposits from the
public in the ordinary course of such person's trade or business which is subject to federal or state supervision as
a financial institution.
39
The District expects to designate the Bonds as "qualified tax - exempt obligations" within the meaning of section
265(b) of the Code. In furtherance of that designation, the District will covenant to take such action which would
assure or to refrain from such action which would adversely affect the treatment of the Bonds as "qualified tax -
exempt obligations." Potential purchasers should be aware that if the issue price to the public (or, in the case of
discount bonds, the amount payable at maturity) exceeds $10,000,000, then such obligations might fail to satisfy
the $10,000,000 limitation and the obligation would not be "qualified tax- exempt obligations."
NO MATERIAL ADVERSE CHANGE
The obligations of the Underwriters to take and pay for the Bonds, and the District to deliver the Bonds, are subject
to the condhion that, up to the time of delivery of and receipt of payment for the Bonds, there shall have been no
material adverse change in the condition (financial or otherwise) of the District subsequent to the date of sale from
that set forth or contemplated in the Preliminary Official Statement as it may have been supplemented or amended
through the date of sale.
EXAMINATION OF ESCROW SUFFICIENCY AND YIELDS
Deloitte & Touche will verify from the information provided to them the mathematical accuracy as of the date of
the closing on the Bonds of (1) the computations contained in the provided schedules to determine that the
anticipated receipts from the securities and cash deposits listed in the Underwriter's schedules, to be held in escrow,
will be sufficient to pay, when due, the principal, interest and premium, if any, of the Refunded Bonds, and (2) the
computations of yield on both the securities and the Bonds contained in the provided schedules used by Bond
Counsel in its determination that the interest on the Bonds is exempt from tax. Deloitte & Touche will express no
opinion on the assumptions provided to them, nor as to the exemption from taxation of the interest on the Bonds.
Sources and Compilation of Information
OFFICIAL STATEMENT
The financial data and other information contained in this Official Statement have been obtained primarily from the
District's records, the General Manager, the Engineer, the Tax Assessor /Collector, WCAD, the Developer and 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. Furthermore, there is no guarantee that any
of the assumptions or estimates contained herein will be realized. The summaries of the agreements, reports,
statutes, orders, engineering data 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.
Experts
In approving this Official Statement the District has relied upon the following experts. Each expert has consented
to the use of information provided by such firm.
Engineer
The information contained in this Official Statement relating to engineering matters and to the description of the
System and, in particular that information included in the sections entitled THE DISTRICT," and "THE SYSTEM"
has been provided by Gray Engineering, 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 1993 Assessed Valuation and the 1994
Preliminary Assessed Valuation 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.
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•
Tax Assessor /Collector
The information contained in this Official Statement relating to the historical breakdown of the certified taxable
assessed valuations, principal taxpayers, and certain other historical data concerning tax rates and tax collections
has been provided by the Travis County Tax Assessor /Collector, Ms. Nelda Spears, and is included herein in
reliance upon the authority of such person as an expert in assessing and collecting taxes.
Auditor
The District's audited financial statements for the year ended September 30, 1993, were prepared by Faske Lay &
Co., L.L.P., Certified Public Accountants. See "Appendix A.
Updating the Official Statement
If, subsequent to the date of the Official Statement, the District learns through the ordinary course of business and
without undertaking any investigation or examination for such purposes, or is notified by the Underwriters, of any
adverse event which causes the Official Statement to be materially misleading, and unless the Underwriters elect
to terminate their obligation to purchase the Bonds, the District will promptly prepare and supply to the
Underwriters an appropriate amendment or supplement to the Official Statement satisfactory to the Underwriters;
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 Underwriters, unless the Underwriters notify the District on
or before such date that less than all of the Bonds have been sold to ultimate customers, in which case the District's
obligations hereunder will extend for an additional period of time (but not more than 90 days after the date the
District delivers the Bonds) until all of the Bonds have been sold to ultimate customers.
Certification as to 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 trade, 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 certification, 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.
Official Statement "Deemed Final"
For purposes of compliance with Rule 15c(2) -12 of the Securities and Exchange Commission, this document, as
the same may be supplemented or corrected by the District from time -to -time, may be treated as an Official
Statement with respect to the Bonds described herein "deemed final" by the District as of the date hereof (or of any
such supplement or correction) except for the omission of certain information referred to in the succeeding
paragraph.
This Official Statement, when further supplemented by adding information specifying the interest rates and certain
other information relating to the Bonds, shall constitute a "Final Official Statement" of the District with respect to
Me Bonds, as that term is defined in Rule 15c(2) -12.
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MISCELLANEOUS
/s/
Chris Herbert
Secretary/Treasurer, Board of Directors
The Meadows at Chandler Creek Municipal Utility District
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All estimates, statement 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 statement will be realized.
This Official Statement was approved by the Board of Directors of the Meadows at Chandler Creek Municipal
Utility District as of the date shown on the first page hereof.
/s/
Anastacio (Ernie) Cruz
President, Board of Directors
The Meadows at Chandler Creek Municipal Utility District
•
MISCELLANEOUS
All estimates, statement 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 statement will be realized.
This Official Statement was approved by the Board of Directors of the Meadows at Chandler Creek Municipal
Utility District as of the date shown on the first page hereof.
/s/
Chris Herbert
Secretary/Treasurer, Board of Directors
The Meadows at Chandler Creek Municipal Utility District
/s/
Anastacio (Ernie) Cruz
President, Board of Directors
The Meadows at Chandler Creek Municipal Utility District
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APPENDIX A
Audited Financial Statements
The information contained in this appendix has been excerpted from the audit report of the Meadows at Chandler
Creek Municipal Utility District for the fiscal year ended September 30, 1993. Certain information not considered
to be relevant to this financing has been omitted; however, complete audit reports are available upon request.
APPENDIX B •
Schedule of Accreted Values of
Premiuni Compound Interest Bonds
DATE: August 9, 1994
SUBJECT: City Council Meeting, August 11, 1994
ITEM: 10.D. Consider a resolution granting consent to the refinancing of bonds by The
Meadows at Chandler Creek MUD.
STAFF RESOURCE PERSON: Bob Bennett
STAFF RECOMMENDATION:
AB
Our consent agreement with Chandler Creek MUD requires us to give the okay on Bond Debt.
This issue of Bonds is a refinance that will bring down current Bond Interest Rates.
Staff recommends approval.