R-97-05-22-11J - 5/22/1997ATTEST:
LAND, City Secretary
RESOLUTION NO. R- 97 -05 -22 -117
, ti
WHEREAS, the Cities of Austin and Round Rock have approved
that one certain Assignment of Agreement Concerning Creation and
Operation of Fern Bluff Municipal Utility District and Agreement
Regarding Wastewater Service (the "Agreement "), and
WHEREAS, one of the responsibilities assumed by the City of
Round Rock pursuant to the Agreement is the review and approval of
bond issues proposed by Fern Bluff MUD, and
WHEREAS, Fern Bluff MUD is proposing the issuance of
approximately $1,210,000 in Waterworks and Sewer System Combination
Unlimited Tax and Revenue Refunding Bonds Series 1997, and
WHEREAS, based upon the City's review of the Preliminary
Official Statement provided by Fern Bluff MUD, the City Council is
willing to approve said bond issue, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the issuance by Fern Bluff MUD of approximately
$1,210,000 in Waterworks and Sewer System Combination Unlimited Tax
and Revenue Refunding Bonds Series 1997 is hereby approved.
RESOLVED this 22nd day of May, 1997.
CHARLES CUL•E °`ER, Mayor
City of Round Rock, Texas
DATE: May 20, 1997
SUBJECT: City Council Meeting, May 22, 1997
ITEM: 11. J. Consider a resolution consenting to the issuance of approximately $1.4
Million in Refunding Bonds for Fern Bluff Municipal Utility District.
STAFF RESOURCE PERSON: David Kautz
The Refunding transaction contemplated by Fern Bluff MUD is to be approved by the City as
required by the consent agreement between the MUD and the City. Proceeds from the sale of
the bonds will be used to pay certain costs incurred in connection with the issuance of the
bonds and to advance refund outstanding bonds of the district to achieve a net savings in the
district's annual debt service.
The City has reviewed documents related to the transaction and find the deal to be acceptable
from the perspective of the City. An insurance commitment has been obtained from Asset
Guaranty and AMBAC insurors continue to review the deal favorably. Savings from the
transaction are structured to be realized evenly over the term of the bonds. Current estimates
show approximately 4% to 5% present value dollar savings. Issuance costs are standard for
this type and size MUD transaction.
The bonds are in no way an obligation of the City.
via HAND DELIVERY
Mr. Robert L. Bennett, Jr.
City Manager
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Dear Bob:
Enclosures
2524.1/060397
ARMBRUST BROWN & DAVIS, L.L.P.
ATTORNEYS AND COUNSELORS
100 CONGRESS AVENUE, SUITE 1950
AUSTIN, TEXAS 01
78701.4042
3 �
TELECOPIER (3121425.2300
June 3, 1997
Re: Fern Bluff Municipal Utility District - Assignment of Creation Agreement
Per Steve Sheets' request, enclosed are five (5) duplicate sets of Assignment of Agreement
Concerning Creation and Operation of Fern Bluff Municipal Utility District and Agreement
Regarding Wastewater Services for execution by the City of Round Rock. Please call us tomorrow
morning and let us know when we can pick these up.
If you have any questions, please do not hesitate to contact me.
Sincerely,
RECEIVED JUN 0 3 9997
Sharlene N. Collins
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
ASSIGNMENT OF AGREEMENT
CONCERNING CREATION AND OPERATION OF
FERN BLUFF MUNICIPAL UTILITY DISTRICT AND
AGREEMENT REGARDING WASTEWATER SERVICE
KNOW ALL MEN BY THESE PRESENTS:
RECITALS
The City of Austin ( "Austin "), a Texas home rule municipal corporation, Fem Bluff Municipal
Utility District ( "District "), and Bill Milburn Company ("Milburn"), predecessor in interest to Milbum
Investments, Inc. ( "MII") entered an Agreement Concerning Creation and Operation of Fern Bluff
Municipal Utility District (the "Consent Agreement ") with respect to the creation, financing, and
operation of the District; and
The Consent Agreement has been amended by the First Amendment to the Consent
Agreement dated June 14, 1989, the Second Amendment to the Consent Agreement dated April 29,
1991, and the Third Amendment to the Consent Agreement dated April 22, 1992; and
Austin now desires to assign, transfer, and convey all of the right and interest of Austin in and
to the Consent Agreement, as amended, to the City of Round Rock ( "Round Rock") and Round Rock
desires to acquire from Austin such rights and interests; and
Austin and the District entered an Agreement Regarding Wastewater Services Between City
of Austin and Fem Bluff Municipal Utility District, (the "Wholesale Agreement ") effective June 18,
1990, for the provision of wholesale wastewater service to the District; and
Austin and the City of Round Rock, a Texas home rule municipal corporation ( "Round
Rock "), "the Participants" entered an Interlocal Agreement for the Assumption of Obligations and
Division of Assets of the Brushy Creek Regional Wastewater Disposal System, and for Interim
Operation and Maintenance of Joint Wastewater System ( "Brushy Creek Agreement "); and
Under the Brushy Creek Agreement Austin and Round Rock divided the ownership of the
Brushy Creek Regional System assets, assumed all Regional System obligations, and agreed to the
joint use and maintenance of certain gravity wastewater lines acquired by the WCID for the Regional
System, being Contract 5 - Phase I (24" Gravity Line), .Contract 5 - Phase II, and Contract 6A ( "the
Joint Wastewater Lines "), and for operation and maintenance of the Joint Wastewater Lines to
provide wastewater transportation services; and
Under the Interlocal Agreement for Interim Wastewater Transportation and Treatment,
Round Rock is providing Austin interim wastewater transportation and treatment services for up to
1
four years ( "Interim Wastewater Agreement "); and
The District and MII are willing to consent to such assignment on the terms and conditions
set forth below:
NOW, THEREFORE, for and in consideration of the following mutual covenants and
agreements and other valuable consideration, the sufficiency of which they acknowledge, Austin,
Round Rock, District, and ME do agree as follows:
1.
Assignment of Consent Agreement. Austin has ASSIGNED, TRANSFERRED,
CONVEYED, and DELIVERED and by these presents does hereby ASSIGN, TRANSFER,
CONVEY, and DELIVER unto Round Rock all of the right, title, and interest of Austin in
and to the Consent Agreement, as amended.
2. Round Rock Assumption of Consent Agreement. Round Rock assumes all rights and agrees
to perform the duties of Austin under and pursuant to the Consent Agreement, as amended.
Round Rock agrees to be responsible for the liabilities and obligations of Austin under the
Consent Agreement, as amended.
3. Assignment of Wholesale Agreement. In consideration for the release of the District from
Austin's extraterritorial jurisdiction to Round Rock's extraterritorial jurisdiction and Round
Rock's intention to provide wastewater service to the District, Round Rock agrees that it will
negotiate in good faith to assume the obligations and responsibilities of Austin to provide
wastewater service to the District. The assignment of the Wholesale Agreement will become
effective when Round Rock and Austin enter an agreement for the assumption of Austin's
obligations and responsibilities under the Brushy Creek Agreement relating to the wastewater
capacity Austin had reserved for the District and Round Rock purchases of that share of
Austin's interests in the Regional System Assets.
4. Division of Regional System Assets. As part of the negotiations, Austin expects that it will
transfer ownership of Austin's share of the Regional System Assets set aside for the District
to Round Rock or its assignee in exchange for reimbursement or payment of a share of
Austin's costs in the Regional System Assets. Round Rock and Austin agree that the Brushy
Creek Agreement will serve as the foundation for the negotiations on the division of the
Regional System Assets. Round Rock and Austin agree that Austin currently bases service
to the District on Austin's Reserved Capacity and Austin's ownership of the Regional System
Assets identified in the Brushy Creek Agreement and that Round Rock will need to acquire
a sufficient share of those assets to provide wastewater service to the District. Round Rock
may transfer the wastewater service responsibilities and obligations to the Lower Colorado
River Authority or Brazos River Authority.
5. Operation of Joint Facilities. Austin and Round Rock will determine who will be responsible
for the costs of operation, maintenance, replacement, improvements, and decommissioning
2
of the Onion Branch Lift Station (Contract 4) and for construction of the remaining segment
of Contract 5 - Phase II. Austin and Round Rock will also make whatever adjustments are
necessary in the Brushy Creek Agreement, including the use of Joint Wastewater Lines.
6. One Year Period to Enter Settlement of Regional System Assets. Round Rock and Austin
agree to use their best faith efforts to negotiate and execute the agreement for the assumption
of Austin's obligations and responsibilities relating to regional wastewater assets for the
District within one year from the effective date of this Assignment.
7. District and MII Consent. The District and MII consent to the foregoing assignment and
assumption of the Consent Agreement, as amended, under the terms and conditions set forth
above. The District and MII also consent to the assignment of the Wholesale Agreement
under the conditions identified in this Assignment Agreement.
EXECUTED by the undersigned, to be effective as of the last date of execution by the parties.
APPROVED AS TO FORM:
Assistant City ttomey
ATTEST
Glen Luepnitz, Secretary
Board of Directors
3
CITY OF AUSTIN
Jim Smith
A t City Manager
Date: 3/
FERN BLUFF MUNICIPAL UTILITY
DISTRICT
By:
Jean Cochran, President
Board of D
Date:
MILBURN INVESTMENTS, INC.
By:
Name:
Title:
Date:
APPROVED AS TO FORM:
STATE OF TEXAS
COUNTY OF TRAVIS
(Seal)
Investments, Inc.
STATE OF TEXAS
COUNTY OF TRAVIS
This instrument was acknowledged before me on the day of / V L a v] 1997, by
Jim Smith, Assistant City Manager of the City of Austin, on behalf of the City.
GLORIA 1. AGO URA
NOTARY St to of Texas
Comm. Esp. 01.10.
STATE • S §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the day of 1997, by
Jean Cochran, President of Fern Bluff Municipal Utility District, on behalf of the District.
(Seal) Notary Public Signature
4
CITY 0
By:
Name: CNA/LES CULPEPPER,
Title: mt yo 4-9'7
r
//
Date: CD —
tC�
otary Public Sign
This instrument was acknowledged before me on the day of 1997, by
of Milburn
(Seal) Notary Public Signature
. STATE OF TEXAS
COUNTY OF TRAVIS
This instrument was acknowledged before me on the day of J[/tiE 4 1997, by
(Seal)
CNA2LWS CuLPGPP ,e, /)') A yol2
Rock, o . s- t, f of the Ci
H:VCONIRACFMUDS\FERNB [A.FIN
5
n amt
v;tm
Notary Public Signature
of the City of Round
THE STATE OF TEXAS
COUNTY OF TRAVIS
ASSIGNMENT OF AGREEMENT
CONCERNING CREATION AND OPERATION OF
FERN BLUFF MUNICIPAL UTILITY DISTRICT AND
AGREEMENT REGARDING WASTEWATER SERVICE
KNOW ALL MEN BY THESE PRESENTS:
RECITALS
1
9
The The City of Austin ( "Austin "), a Texas home rule municipal corporation, Fern Bluff Municipal
Utility District ( "District "), and Bill Milburn Company ("Milburn"), predecessor in interest to Milburn
Investments, Inc. ( "MII") entered an Agreement Concerning Creation and Operation of Fern Bluff
Municipal Utility District (the "Consent Agreement ") with respect to the creation, financing, and
operation of the District; and
The Consent Agreement has been amended by the First Amendment to the Consent
Agreement dated June 14, 1989, the Second Amendment to the Consent Agreement dated April 29,
1991, and the Third Amendment to the Consent Agreement dated April 22, 1992; and
Austin now desires to assign, transfer, and convey all of the right and interest of Austin in and
to the Consent Agreement, as amended, to the City of Round Rock ( "Round Rock ") and Round Rock
desires to acquire from Austin such rights and interests; and
Austin and the District entered an Agreement Regarding Wastewater Services Between City
of Austin and Fern Bluff Municipal Utility District, (the "Wholesale Agreement ") effective June 18,
1990, for the provision of wholesale wastewater service to the District; and
Austin and the City of Round Rock, a Texas home rule municipal corporation ( "Round
Rock "), "the Participants" entered an Interlocal Agreement for the Assumption of Obligations and
Division of Assets of the Brushy Creek Regional Wastewater Disposal System, and for Interim
Operation and Maintenance of Joint Wastewater System ( "Brushy Creek Agreement "); and
Under the Brushy Creek Agreement Austin and Round Rock divided the ownership of the
Brushy Creek Regional System assets, assumed all Regional System obligations, and agreed to the
joint use and maintenance of certain gravity wastewater lines acquired by the WCID for the Regional
System, being Contract 5 - Phase I (24" Gravity Line), Contract 5 - Phase II, and Contract 6A ( "the
Joint Wastewater Lines "), and for operation and maintenance of the Joint Wastewater Lines to
provide wastewater transportation services; and
Under the Interlocal Agreement for Interim Wastewater Transportation and Treatment,
Round Rock is providing Austin interim wastewater transportation and treatment services for up to
four years ( "Interim Wastewater Agreement "); and
The District and MII are willing to consent to such assignment on the terms and conditions
set forth below:
NOW, THEREFORE, for and m consideration of the following mutual covenants and
agreements and other valuable consideration, the sufficiency of which they acknowledge, Austin,
Round Rock, District, and MII do agree as follows:
1. Assignment of Consent Agreement. Austin has ASSIGNED, TRANSFERRED,
CONVEYED, and DELIVERED and by these presents does hereby ASSIGN, TRANSFER,
CONVEY, and DELIVER unto Round Rock all of the right, title, and interest of Austin in
and to the Consent Agreement, as amended.
2. Round Rock Assumption of Consent Agreement. Round Rock assumes all rights and agrees
to perform the duties of Austin under and pursuant to the Consent Agreement, as amended.
Round Rock agrees to be responsible for the liabilities and obligations of Austin under the
Consent Agreement, as amended.
3. Assignment of Wholesale Agreement. In consideration for the release of the District from
Austin's extraterritorial jurisdiction to Round Rock's extraterritorial jurisdiction and Round
Rock's intention to provide wastewater service to the District, Round Rock agrees that it will
negotiate in good faith to assume the obligations and responsibilities of Austin to provide
wastewater service to the District. The assignment of the Wholesale Agreement will become
effective when Round Rock and Austin enter an agreement for the assumption of Austin's
obligations and responsibilities under the Brushy Creek Agreement relating to the wastewater
capacity Austin had reserved for the District and Round Rock purchases of that share of
Austin's interests in the Regional System Assets.
4. Division of Regional System Assets. As part of the negotiations, Austin expects that it will
transfer ownership of Austin's share of the Regional System Assets set aside for the District
to Round Rock or its assignee in exchange for reimbursement or payment of a share of
Austin's costs in the Regional System Assets. Round Rock and Austin agree that the Brushy
Creek Agreement will serve as the foundation for the negotiations on the division of the
Regional System Assets. Round Rock and Austin agree that Austin currently bases service
to the District on Austin's Reserved Capacity and Austin's ownership of the Regional System
Assets identified in the Brushy Creek Agreement and that Round Rock will need to acquire
a sufficient share of those assets to provide wastewater service to the District. Round Rock
may transfer the wastewater service responsibilities and obligations to the Lower Colorado
River Authority or Brazos River Authority.
5. Operation of Joint Facilities. Austin and Round Rock will determine who will be responsible
for the costs of operation, maintenance, replacement, improvements, and deconunissioning
2
ATTEST
of the Onion Branch Lift Station (Contract 4) and for construction of the remaining segment
of Contract 5 - Phase II. Austin and Round Rock will also make whatever adjustments are
necessary in the Brushy Creek Agreement, including the use of Joint Wastewater Lines.
6. O Year Period to Enter Settle of Regional System Assets. Round Rock and Austin
agree to use their best faith efforts to negotiate and execute the agreement for the assumption
of Austin's obligations and responsibilities relating to regional wastewater assets for the
District within one year from the effective date of this Assignment.
7. District and MII Consent. The District and MII consent to the foregoing assignment and
assumption of the Consent Agreement, as amended, under the terms and conditions set forth
above. The District and MII also consent to the assignment of the Wholesale Agreement
under the conditions identified in this Assignment Agreement.
EXECUTED by the undersigned, to be effective as of the last date of execution by the parties.
APPROVED AS TO FORM:
tJ
Assistant CO Attorney
en Luepnitz, S - re
Board of Directors
3
CITY OF AUSTIN
, Jim Smith
/A s l s A nt City Manager
Date: // // I
FERN BLUFF MUNICIPAL UTILITY
DISTRICT
By:
ean Cochran, President
Board ol Directors
Date: [wnw �/ /95
MILBURN INVESTMENTS, INC.
By:
Name:
Title:
Date:
6. One Year Period to Enter Settlement of Regional System Assets. Round Rock and Austin
agree to use their best faith efforts to negotiate and execute the agreement for the assumption
of Austin's obligations and responsibilities relating to regional wastewater assets for the
District within one year from the effective date of this Assignment.
7. District and MII Consent. The District and MII consent to the foregoing assignment and
assumption of the Consent Agreement, as amended, under the terms and conditions set forth
above. The District and MII also consent to the assignment of the Wholesale Agreement
under the conditions identified in this Assignment Agreement.
APPROVED AS TO FORM:
Assistant City Attorney
ATTEST
of the Onion Branch Lift Station (Contract 4) and for construction of the remaining segment
of Contract 5 - Phase II. Austin and Round Rock will also make whatever adjustments are
necessary in the Brushy Creek Agreement, including the use of Joint Wastewater Lines.
EXECUTED by the undersigned, to be effective as of the last date of execution by the parties.
CITY OF AUSTIN
B
Glen Luepnitz, Secretary
Board of Directors
3
FERN BLUFF MUNICIPAL UTILITY
DISTRICT
By
Jean Cochran, President
Board of Directors
Date:
MILBURN INVESTMENTS, INC.
By:
Natne: // � h�cv 1"`e^r Etc
Title: 1 cl'! // v`(/
Date: O
APP OVED AS TO FORM:
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the day of /L a g , 1997, by
Jim Smith, Assistant City Manager of the City of Austin, on behalf the City.
(Seal)
STATE OF
COUNTY OF TRAVIS
(S
City Attorney
STATE OF TEXAS
COUNTY OF TRAVIS
Investments, Inc.
(Seal)
GLORIA L AGUILERA
NOTARY PUBLIC
State of Comm E p 01 Texas
o SHARLENE N. COLLINS
V, u NOTARY PUBLIC
,�.:,, � State of Texas
Cdr!° Comm. Exp. 02- 24-2000
This instrument was acknowledged before me on the day of
4
CITY O >DRO K
By:
Name: C II eLes CULPEPPER.
Title: /2 P y o 2
Date: / -9
Notary Public Signature
This instrument was acknowledged before me on the day of ` , 1997, by
Jean Cochran, President of Fern Bluff Municipal Utility Distri , on behalf of the District.
otary Public Signature
of Milburn
Notary Public Signature
, 1997, by
APPROVED AS TO FORM:
(Seal)
City Attorney Date:
STATE OF TEXAS
COUNTY OF TRAVIS
This instrunxnt was acknowledged before me on the day of Ma (.•) Z c , 1997, by
Jim Smith, Assistant City Manager of the City of Austin, on behaliof the City.
GLORIA L AGUNERA
NOTARY PUBLIC
State of Texas
comm Exa
STATE • S
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the day of 1997, by
Jean Cochran, President of Fern Bluff Municipal Utility District, on behalf of the District.
(Seal) Notary Public Signature
STATE OF TEXAS
COUNTY OF TRAVIS
This ' trump was acknowledged before me on the da.y of O - f , 1997, by
ffl 1�?l� 0/1/ of Milburn
Investments, Inc. /
(Seal)
.. STEPHENS
of Tana
.,vE 1, 1998
'mot, SHARON L STEPHENS
Notary Public, State of Texas
My Comniso:on Expires
JUNE 1, MS
4
CITY OF ROUND ROCK
By:
Name:
Title:
otary Public Signatur
Notary Public Signa
f, .L.A.A -L c�
STATE OF TEXAS
COUNTY OF TRAVIS
This instrument was acknowledged before me on the day of Jove II
0wApP�,e /724 yo2
Rock, on behalf of the City.
(Seal)
H:\CONTRACI'MUDS\FERNBIA FIN
5
Notary Public Signature
1997, by
of the City of Round