R-01-09-27-15D2 - 9/27/2001 RESOLUTION NO. R-01-09-27-15D2
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, and
WHEREAS, The Meadows at Chandler Creek Municipal Utility
District (the "District" ) is a conservation and reclamation
district, a body corporate and politic and governmental agency of
the State of Texas, created under Article XVI , Sec . 59 of the
Texas Constitution by order of the Texas Water Commission, now
the Texas Natural Resource Conservation Commission ( "the TNRCC" ) ,
and the District operates under Chapters 49 and 54 of the Texas
Water Code, as amended, and
WHEREAS, the City of Round Rock previously granted its
consent to the creation of the District, and the City, the
District and Nash Phillips/Copus, Inc . entered into an "Agreement
Concerning Creation and Operation of The Meadows at Chandler
Creek Municipal Utility District" (the "Consent Agreement" ) ,
which sets forth the terms and conditions for creation and
operation of the District, and
WHEREAS, the District and the City also entered into that
certain "Utility Construction Contract" dated May 10 , 1984
setting forth the terms and conditions pursuant to which the City
agreed to provide water and sanitary sewer service within the
boundaries of the District and pursuant to which the District
::ODMA\WORLDOX\O:\WDOX\RESOLUTI\R10927D2.WPD/sc
agreed to purchase, construct and acquire facilities for such
purposes, and
WHEREAS, by an election held on June 13 , 1985, the District
was authorized to issue bonds in the maximum amount of
$13 , 000 , 000 , and
WHEREAS, the District is authorized by law to purchase,
construct, acquire, own, operate, maintain, repair, improve, or
extend, inside or outside its boundaries, any and all works,
improvements, facilities, plants, equipment, and appliances
necessary to accomplish the purposes of its creation, and
WHEREAS, the District made application to the TNRCC for
approval of the issuance by the District of its unlimited tax and
revenue bonds to finance or reimburse the developer for the cost
of water, sewer and drainage improvements (the "Improvements" )
serving lands within the District, and
WHEREAS, under the Consent Agreement, the Utility
Construction Contract, and that certain "Order Authorizing the
Issuance of $1, 950, 000 The Meadows at Chandler Creek Municipal
Utility District Combination Unlimited Tax and Revenue Bonds,
Series 2001" proposed to be adopted by the Board of Directors of
the District (the 112001 Bond Order" ) , the District proposes to
authorize the issuance of its combination unlimited tax and
revenue bonds designated as its 11$1 , 950 , 000 The Meadows at
Chandler Creek Municipal Utility District Combination Unlimited
2
Tax and Revenue Bonds, Series 2001" (the "Series 2001 Bonds" ) to
finance or reimburse the developer for the cost of the
Improvements, and
WHEREAS, the District has submitted to the City for review
and approval a substantial draft of the 2001 Bond Order and
Preliminary Official Statement and requested approval of the
District ' s Series 2001 Bond, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS THAT,
1 . The issuance by the District of the Series 2001 Bonds in
an amount not to exceed $1 , 950 , 000 is hereby approved.
2 . The City Council approves the substantial draft of the
2001 Bond Order and Preliminary Official Statement for the Series
2001 Bonds, the form and substance of which are attached as
Exhibits "A" and "B" , respectively, incorporated by reference,
and are approved.
The City Council hereby finds and declares that written
notice of the date, hour, place and subject of the meeting at
which this Resolution was adopted was posted and that such
meeting was open to the public as required by law at all times
during which this Resolution and the subject matter hereof were
discussed, considered and formally acted upon, all as required by
the Open Meetings Act, Chapter 551, Texas Government Code, as
amended.
3
RESOLVED this 27th day of September, 2001 .
4ROA. STLUKA, JR. Mayor
City of Round Rock, Texas
ATTEST :
(I) AA AAd
A49Z F Ll F
J ANNE LAND, City Secretary
4
CERTIFICATE FOR BOND ORDER
EEXHIBIT
THE STATE OF TEXAS §
§ 7� ll
COUNTY OF TRAVIS § ]
I,the undersigned officer of the Board of Directors of The Meadows at Chandler Creek Municipal
Utility District, hereby certify as follows:
1. The Board of Directors of The Meadows at Chandler Creek Municipal Utility District
convened in a special meeting on at a designated meeting place outside the
boundaries of the District at Winstead Sechrest&Minick P.C., 100 Congress Avenue,Suite 900,and the roll
was called of the duly constituted officers and members of the Board, to-wit:
Douglas D. Eastwood President
Nancy Beleckis Vice President
Diane Barnes Secretary
Howard Hemberger Treasurer
Gary Richards Director
and all of said persons were present for the entire meeting,thus constituting a quorum. Whereupon,among
other business,the following was transacted at the meeting: a written
ORDER NO. 01-
ORDER AUTHORIZING THE ISSUANCE OF $1,950,000 THE MEADOWS AT
CHANDLER CREEK MUNICIPAL UTILITY DISTRICT COMBINATION UNLIMITED
TAX AND REVENUE BONDS, SERIES 2001; AWARDING THE SALE OF THE
BONDS; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF
THE BONDS; APPROVING AN OFFICIAL STATEMENT; AND AUTHORIZING
OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS
was introduced for the consideration of the Board. It was then duly moved and seconded that the Order be
adopted; and, after due discussion, the motion, carrying with it the adoption of the Order, prevailed and
carried unanimously.
2. That a true, full and correct copy of the aforesaid Order adopted at the meeting described
in the above and foregoing paragraph is attached to and follows this certificate;that the Order has been duly
recorded in the Board's minutes of the meeting;that the persons named in the above and foregoing paragraph
are the duly chosen,qualified and acting officers and members of the Board as indicated therein; that each
of the officers and members of the Board was duly and sufficiently notified officially and personally, in
advance,of the time,place and purpose of the aforesaid meeting,and that the Order would be introduced and
considered for adoption at the meeting,and each of the officers and members consented,in advance,to the
holding of the meeting for such purpose;that the meeting was open to the public as required by law;and that
public notice of the time, place and subject of the meeting was given as required by Chapter 551, Texas
Government Code, and Section 49.063, Texas Water Code,as amended.
SIGNED AND SEALED on this day of 2001.
(SEAL)
Secretary, Board of Directors
ORDER AUTHORIZING THE ISSUANCE OF$1,950,000 THE MEADOWS AT CHANDLER CREEK
MUNICIPAL UTILITY DISTRICT COMBINATION UNLIMITED TAX AND REVENUE BONDS,
SERIES 2001; AWARDING THE SALE OF THE BONDS; AUTHORIZING THE LEVY OF AN AD
VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT; AND
AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS
Adopted: 12001
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS, FINDINGS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Findings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.3 Table of Contents, Titles and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.4 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE II
AUTHORIZATION; GENERAL TERMS AND
PROVISIONS REGARDING THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.1 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.2 Date, Denomination,Maturities,Numbers and Interest . . . . . . . . . . . . . . . . . . . 5
Section 2.3 Medium, Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.4 Execution and Initial Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.5 Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.6 Registration,Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.7 Cancellation and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.8 Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.9 Replacement Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.10 Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.11 Successor Securities Depository; Transfer Outside Book-Entry Only System
14
Section 2.12 Payments to Cede&Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE III
REDEMPTION OF BONDS BEFORE MATURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.1 Limitation on Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.2 Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.3 Mandatory Redemption of Term Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.4 Partial Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.5 Notice of Redemption to Registered Owners . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.6 Payment Upon Redemption . . . . . . . . . . . . . . 17
Section 3.7 Effect of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.8 Lapse of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE IV
PAYING AGENT/REGISTRAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.1 Appointment of Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.2 Qualifications of Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.3 Maintaining Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.4 Termination of Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.5 Notice of Change of Paying Agent/Registrar to Registered Owners . . . . . . . . 18
Section 4.6 Agreement of Paying Agent/Registrar to Perform Duties and Functions . . . . 18
Section 4.7 Delivery of Records to Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE V
FORMOF BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section5.1 Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.2 CUSIP Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
TABLE OF CONTENTS
(continued)
Page
Section 5.3 Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE VI
SECURITY OF THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.1 Security of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.2 Levy of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.3 Net Revenue Pledge as Additional Security . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
ARTICLE VII
FUNDS; FLOW OF FUNDS; AND INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7.1 Creation of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7.2 Security of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.3 Debt Service Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.4 Operating Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.5 Deposit of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.6 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE VIII
SPECIFIC OBLIGATIONS OF BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.1 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE IX
TAX EXEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 9.1 Provisions Concerning Federal Income Tax Exclusion . . . . . . . . . . . . . . . . . . 31
Section 9.2 Covenants Regarding Sale, Lease,or Disposition of Financed Property . . . . . 33
Section 9.3 Designation as Qualified Tax-Exempt Obligations . . . . . . . . . . . . . . . . . . . . . 33
ARTICLE X
CONTINUING DISCLOSURE OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 33
Section 10.1 Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 10.2 Material Event Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 10.3 Limitations, Disclaimers and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE XI
ADDITIONAL BONDS AND REFUNDING BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 11.1 Additional Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 11.2 Revenue Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 11.3 Inferior Lien Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 11.4 Special Project Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 11.5 Refunding Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
ARTICLE XII
SALE AND DELIVERY OF BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 12.1 Sale and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 12.2 Approval of Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2
TABLE OF CONTENTS
(continued)
Page
ARTICLE XIII
DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 13.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 13.2 Remedies for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 13.3 Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
ARTICLE XIV
DISCHARGE . . . . . . . . . . . 38
Section 14.1 Discharge by Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 14.2 Discharge by Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
ARTICLE XV
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 15.1 Persons Deemed Registered Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 15.2 District's Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 15.3 Benefits of Order Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 15.4 Severability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 15.5 Open Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 15.6 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 15.7 No Personal Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 15.8 Notice to Registered Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 15.9 District's Officers'Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
ARTICLE XVI
EFFECTIVENESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 16.1 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
3
ORDER NO. 01-
ORDER AUTHORIZING THE ISSUANCE OF $1,950,000 THE MEADOWS AT
CHANDLER CREEK MUNICIPAL UTILITY DISTRICT COMBINATION UNLIMITED
TAX AND REVENUE BONDS, SERIES 2001; AWARDING THE SALE OF THE
BONDS; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF
THE BONDS; APPROVING AN OFFICIAL STATEMENT; AND AUTHORIZING
OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
Recitals
WHEREAS, the Meadows at Chandler Creek Municipal Utility District (the "District") was
organized, created, and established pursuant to Article 16, Section 59 of the Constitution of the State of
Texas by an order of the Texas Water Commission,dated May 14, 1985,as a body politic and corporate and
a political subdivision of the State of Texas. The District operates pursuant to Chapters 49 and 54 of the
Texas Water Code, as amended;
WHEREAS,at an election held in the District on June 13, 1985 (the "1985 election"),the District
was authorized to issue bonds in the maximum amount of$13,000,000 for the purpose or purposes of
purchasing, constructing, acquiring, owning, operating, repairing, improving or extending a waterworks
system, sanitary sewer system, and drainage and storm sewer system, including, but not limited to, all
additions to such systems and all works, improvements, facilities,plants,equipment, appliances, interests
in property,and contract rights needed therefor and administrative facilities needed in connection therewith,
and all expenses incidental thereto, including expenses incidental to the organization, administration and
financing of the District,and to provide for the payment of principal of and interest on such bonds by the levy
and collection of a sufficient tax upon all taxable property within the District and by a pledge of all or any
designated part or parts of the net revenues resulting from the ownership or operation of the District's works,
improvements, facilities,plants, equipment and appliances, or under specific contracts;
WHEREAS, the 1985 election was called and held under and in strict conformity with the
Constitution and laws of the State of Texas,and of the United States of America,and the Board of Directors
has heretofore officially declared the results of said election and declared that the District was legally created
and authorized to issue the bonds described above;
WHEREAS,to construct the various phases of a waterworks,sanitary sewer and drainage and storm
sewer systems within the District,the District previously issued$2,450,000 Waterworks and Sewer System
Combination Unlimited Tax and Revenue Bonds, Series 1987, dated January 1, 1987 (the "Series 1987
Bonds"). In reliance upon the authority of Art.717-k,V.T.C.S.(Now codified as Chapter 1207 of the Texas
Government Code), the District has previously issued its $2,124,995.80 Combination Unlimited Tax and
Revenue Refunding Bonds,Series 1994(the"Series 1994 Refunding Bonds"). In addition, for the purpose
of acquiring water,sewage and drainage,the District previously issued$1,410,000 Combination Unlimited
Tax and Revenue Bonds,Series 1999,dated July 1, 1999(the"Series 1999 Bonds"). No portion of the Series
1
1987 Bonds remains outstanding, and $1,620,000 of the Series 1994 Bonds and $1,410,000 of the Series
1999 Bonds remains outstanding;
WHEREAS, the District previously reserved the right to issue the now remaining $9,140,000
unissued balance of the bonds authorized at the 1985 election and intends to issue $1,950,000 in bonds to
pay for the costs of acquiring water,wastewater and drainage facilities, to serve the Meadows at Chandler
Creek Development(the"Development"),including a 16-inch waterline and internal water,wastewater and
drainage facilities in Sections 4, 6A, 6B, 7A, 7B and 24 of the Development and to finance certain
engineering costs. In addition,proceeds of the Bonds will be used to pay certain administrative and issuance
costs of the Bonds. As a result of the issuance of the Bonds,the District's remaining authorized but unissued
bonds for the purposes of financing improvements to the District's water,sewer and drainage systems or any
other lawful purpose will be$7,170,000;
WHEREAS, the District has been authorized to levy taxes, and the taxes to be collected, together
with the net revenues from the operation of the District's waterworks and sanitary sewer system to be
constructed or acquired,will be sufficient to make the principal of and interest payments on the outstanding
bonds and the Bonds authorized by this Order;
WHEREAS, the Board of Directors reserves the right to issue the remaining $7,170,000 bonds
which were voted on at the 1985 election, and any other bonds as may hereinafter be authorized by the
District voters, in one or more series at a future date or dates when,in the Board's judgment, such amounts
are required for the authorized purposes; Now, Therefore
BE IT ORDERED BY THE BOARD OF DIRECTORS OF THE MEADOWS AT CHANDLER
CREEK MUNICIPAL UTILITY DISTRICT THAT:
ARTICLE I
DEFINITIONS,FINDINGS AND INTERPRETATION
Section 1.1 Definitions. Throughout this Order the following terms and expressions as used
herein shall have the meanings set forth below:
"Act"means Chapters 49 and 54,Texas Water Code, as amended.
"Additional Bonds"means the additional bonds which the District expressly reserves the right to
issue in Section 11.1 of this Order.
"Board" means the Board of Directors of the District.
"Bond" or "Bonds" means one or more bonds of the issue of The Meadows at Chandler Creek
Municipal Utility District Combination Unlimited Tax and Revenue Bonds, Series 2001 authorized in this
Order unless the context clearly indicates otherwise.
"Business Day" means any day which is not a Saturday, Sunday, or a day on which the Paying
Agent/Registrar is authorized by law or executive order to remain closed.
"Capital Projects Fund" means the Capital Projects Fund created and established in this Order.
2
"Closing Date"means the date of initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended.
"Debt Service Fund" means the Debt Service Fund created and established in this Order.
"District"means The Meadows at Chandler Creek Municipal Utility District,situated in Williamson
County, Texas.
"DTC" shall mean the Depository Trust Company of New York, New York.
"DTC Participant"shall mean brokers and dealers,banks,trust companies,clearing corporations and
certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants.
"Initial Bond"means the Initial Bond authorized by Section 2.4 of this Order.
"Initial Date"means the date designated as the Initial Date by Section 2.2(a) of this Order.
"Interest Payment Date,"when used in connection with any Bond,means February 1,2002,and each
August 1 and February 1 thereafter until maturity or prior redemption of such Bond.
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each entity whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule.
"Operating Fund" means the Operating Fund affirmed in this Order.
"Order" means as used herein and in the Bonds means this Order authorizing the Bonds.
"Paying Agent/Registrar"means ,or any successor thereto
or replacement thereof as provided in this Order.
"Person" means any individual, corporation, partnership, joint venture, association, joint-stock
company,trust,unincorporated organization,or government or any agency or political subdivision thereof.
"Purchaser"shall have the meaning stated in Section 12.1 of this Order.
"Record Date" means, for any Interest Payment Date,the fifteenth calendar day of the month next
preceding each Interest Payment Date.
"Register" means the books of registration kept by the Paying Agent/Registrar, in which are
maintained the names and addresses of,and the principal amounts of the Bonds registered to,each Registered
Owner.
"Registered Owner"means any person who shall be the registered owner of any outstanding Bond.
3
"Representation Letter"means the Letter of Representations between the District and the DTC.
"Revenue Bonds"means the revenue bonds that the District expressly reserves the right to issue in
Section 11.2 of this Order.
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Serial Bonds" means the $ of the Bonds that mature on February 1, in the years
through , inclusive,being issued as serial bonds as set forth in Section 2.2 hereof.
"SID" means any entity designated by the State of Texas or an authorized department, officer, or
agency thereof as, and determined by the SEC or its staff to be, a state information depository within the
meaning of the Rule from time to time.
"System"means the waterworks system,sanitary sewer system,and drainage and storm sewer system
of the District, including, but not limited to, all works, improvements, facilities, plants, equipment,
appliances,interests in property and contract rights needed therefor,now owned or to be hereafter purchased,
constructed or otherwise acquired, whether by deed, contract or otherwise, together with any additions or
extensions thereto or improvements and replacements thereof,except the water, sewer, and/or drainage or
storm sewer facilities that the District may purchase or acquire with the proceeds of the sale of special project
bonds, so long as such special project bonds are outstanding, notwithstanding that such facilities may be
physically connected with the System.
"Term Bonds"shall mean the$ of the Bonds that mature February 1, and the
$ of the Bonds that mature February 1, that are being issued as term bonds subject to
mandatory sinking fund redemption on February 1 in the years as set forth in Section 2.2.
Section 1.2 Findings. The declarations,determinations and findings declared,made and found
in the preamble to this Order are hereby adopted,restated and made a part of the operative provisions hereof.
Section 1.3 Table of Contents,Titles and Headings. The table of contents,titles and headings
of the Articles and Sections of this Order have been inserted for convenience of reference only and are not
to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions
hereof and shall never be considered or given any effect in construing this Order or any provision hereof or
in ascertaining intent, if any question of intent should arise.
Section 1.4 Interpretation.
(a) Unless the context requires otherwise,words of the masculine gender shall be construed to
include correlative words of the feminine and neuter genders and vice versa, and words of the singular
number shall be construed to include correlative words of the plural number and vice versa.
(b) This Order and all the terms and provisions hereof shall be liberally construed to effectuate
the purposes set forth herein to sustain the validity of the Bonds and the validity of the taxes levied in
payment thereof.
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ARTICLE H
AUTHORIZATION• GENERAL TERMS AND
PROVISIONS REGARDING THE BONDS
Section 2.1 Authorization. The District's unlimited tax and revenue bonds to be designated the
"THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT COMBINATION
UNLIMITED TAX AND REVENUE BONDS, SERIES 2001" are hereby authorized to be issued and
delivered in accordance with the Constitution and the laws of the State of Texas,particularly Section 59 of
Article XVI of the Constitution of the State of Texas and the Act. The Bonds shall be issued in the total
aggregate amount of One Million Nine Hundred and Fifty Thousand and No/100 Dollars ($1,950,000.00)
for the purposes of providing funds to pay the costs of acquiring water,wastewater, and drainage facilities
to serve the Meadows at Chandler Creek Development(the"Development"),including a 16-inch water line,
certain engineering costs,and water,wastewater and drainage facilities in Sections 4,6A, 613, 7A, 713,and
24 of the Development. In addition, proceeds of the Bonds will be used to pay certain administrative and
issuance costs of the Bonds.
Section 2.2 Date, Denomination,Maturities Numbers and Interest.
(a) The Bonds shall have an Initial Date of . The Bonds shall be in fully
registered form,without coupons,and shall be numbered consecutively from R-1 upward,except the Initial
Bond, which shall be numbered as specified in Section 5.1.
(b) The Bonds shall be issued as fully registered obligations in denominations of$5,000 or any
integral multiple thereof,shall mature on February 1 in the years and in the principal amounts and shall bear
interest at the per annum rates set forth in the following table:
$ Serial Bonds
Principal Year of Interest
Amount Maturitv Rate
50,000 2002 %
45,000 2003
45,000 2005
50,000 2006
55,000 2007
60,000 2008
65,000 2009
70,000 2010
75,000 2011
80,000 2012
85,000 2013
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90,000 2014
95,000 2015
100,000 2016
110,000 2017
115,000 2018
125,000 2019
130,000 2020
140,000 2021
150,000 2022
160,000 2023
$ Term Bonds
Principal Interest Year of
Amount Rate Maturi
$ % February 1,
February 1,
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or earlier
redemption from the later of the Initial Date or the most recent Interest Payment Date to which interest has
been paid or provided for at the per annum rates specified in the schedule contained in subsection(b)above.
Such interest shall be payable semiannually on February 1 and August 1 of each year,commencing February
1, 2002, computed on the basis of a 360-day year of twelve 30-day months.
Section 2.3 Medium,Method and Place of Payment.
(a) The District will duly and punctually pay the principal of and interest on the Bonds in
accordance with their terms in lawful money of the United States of America and shall deposit with the
Paying Agent/Registrar on or before each Interest Payment Date funds sufficient to pay the principal of and
interest on the Bonds then due, as provided in this Section.
(b) Interest on the Bonds shall be paid to the Registered Owners thereof as shown in the Register
at the close of business on the Record Date by check(dated as of the Interest Payment Date)and sent by the
Paying Agent/Registrar to the person entitled to such payment,first class United States mail,postage prepaid,
to the address of such person as it appears in the Register,or by such other customary banking arrangements
acceptable to the Paying Agent/Registrar and the person to whom interest is paid; provided,however,that
such person shall bear all risk and expense of such other customary banking arrangement.
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(c) The principal of each Bond shall be paid to the Registered Owner of such Bond on the due
date thereof(whether at the maturity date or the date of prior redemption thereof) upon presentation and
surrender of such Bond at the designated office of the Paying Agent/Registrar.
(d) If the specified date for any payment of principal of or interest on the Bonds shall be a
Saturday,Sunday,or legal holiday or equivalent(other than a moratorium)for banking institutions generally
in the city in which the principal corporate trust office of the Paying Agent/Registrar is located,such payment
may be made on the next succeeding day which is not one of the foregoing days without additional interest
and with the same force and effect as if made on the specified date for such payment.
(e) In the event of nonpayment of interest on a Bond on an Interest Payment Date,and for thirty
(30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been
received from the District. Notice of the Special Record Date and of the scheduled payment date of the past
due interest(the"Special Payment Date"that 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 Bond appearing on the books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such
notice.
(f) Unclaimed payments shall be segregated in a special escrow account and held in trust,
uninvested by the Paying Agent/Registrar,for the account of the Registered Owners of the Bonds to which
the unclaimed payments pertain. Subject to Title 6 of the Texas Property Code, payments remaining
unclaimed by the Registered Owners entitled thereto for three years after the applicable payment or
redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and,
to the extent any such money remains after the retirement of all outstanding Bonds, shall be paid to the
District to be used for any lawful purpose. Thereafter,neither the District,the Paying Agent/Registrar nor
any other person shall be liable or responsible to any Registered Owners of such Bonds for any further
payment of such unclaimed moneys or on account of any such Bonds,subject to Title 6 of the Texas Property
Code.
Section 2.4 Execution and Initial Registration.
(a) The Bonds shall be executed on behalf of the District by the President and Secretary(or
Assistant Secretary)of the Board,by their manual or facsimile signatures,and the official seal of the District
shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of said officers,and such
facsimile seal on the Bonds shall have the same effect as if the official seal of the District had been manually
impressed upon each of the Bonds.
(b) In the event that any officer of the District whose manual or facsimile signature appears on
the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof,
such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer
had remained in such office.
(c) Except as provided below,no Bond shall be valid or obligatory for any purpose or be entitled
to any security or benefit of this Order unless and until there appears thereon the Certificate of Paying
Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an
officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same
7
officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar
on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above,the Initial
Bond delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate
substantially in the form provided herein,manually executed by the Comptroller of Public Accounts of the
State of Texas,or by his duly authorized agent,which Certificate shall be evidence that the Bond has been
duly approved by the Attorney General of the State of Texas,that it is a valid and binding obligation of the
District and that it has been registered by the Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date,one Initial Bond representing the entire principal amount of the Bonds,
payable in stated installments to the Purchaser or its designee,executed by manual or facsimile signature of
the President and Secretary of the Board, approved by the Attorney General, and registered and manually
signed by the Comptroller of Public Accounts, will be delivered to the Purchaser or its designee. Upon
payment for the Initial Bond,the Paying Agent/Registrar,pursuant to written instructions from the Purchaser
or its designee, shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one registered
Definitive Bond for each year of maturity of the Bonds in the aggregate principal amount of all Bonds for
such maturity,registered in the name of Cede&Co., as nominee of DTC.
Section 2.5 Ownership.
(a) The District,the Paying Agent/Registrar and any other person may treat the person in whose
name any Bond is registered as the absolute Registered Owner of such Bond for the purpose of making and
receiving payment of the principal,for the further purpose of making and receiving payment of the interest
thereon(subject to the terms of this Order requiring the Paying Agent/Registrar to make payments of interest
to the person who is the Registered Owner on the Record Date or the Special Record Date),and for all other
purposes,whether or not such Bond is overdue,and neither the District nor the Paying Agent/Registrar shall
be bound by any notice or knowledge to the contrary.
(b) All payments made to the person deemed-to be the Registered Owner of any Bond in
accordance with this Section shall be valid and effectual and shall discharge the liability of the District and
the Paying Agent/Registrar upon such Bond to the extent of the sums paid.
Section 2.6 Registration, Transfer and Exchange.
(a) So long as any Bonds remain outstanding,the District shall cause the Paying Agent/Registrar
to keep at its designated office a register(the "Register")in which, subject to such reasonable regulations
as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in
accordance with this Order.
(b) Registration of any Bond may be transferred in the Register only upon the presentation and
surrender thereof at the designated office of the Paying Agent/Registrar for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar,evidencing assignment of the Bonds, or any portion
thereof in any integral multiple of$5,000,to the assignee or assignees thereof,and the right of such assignee
or assignees thereof to have the Bond or any portion thereof registered in the name of such assignee or
assignees. No transfer of any Bond shall be effective until entered in the Register. Upon assignment and
transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the Paying Agent/Registrar
in exchange for such transferred and assigned Bond. To the extent possible,the Paying Agent/Registrar will
issue such new Bond or Bonds in not more than three (3) business days after receipt of the Bond to be
transferred in proper form and with proper instructions directing such transfer.
8
(c) Any Bond may be exchanged only upon the presentation and surrender thereof at the
designated office of the Paying Agent/Registrar,together with a written request therefor duly executed by
the Registered Owner or assignee or assignees thereof, or its or their duly authorized attorney or
representatives,with guarantees ofsignatures satisfactory to the Paying Agent/Registrar,for a Bond or Bonds
of the same maturity and interest rate and in any authorized denomination and in an aggregate principal
amount equal to the unpaid principal amount of the Bond presented for exchange. If a portion of any Bond
is redeemed prior to its scheduled maturity as provided herein,a substitute Bond or Bonds having the same
maturity date,bearing interest at the same rate,in the denomination or denominations of any integral multiple
of $5,000 at the request of the Registered Owner, and in an aggregate principal amount equal to the
unredeemed portion thereof,will be issued to the Registered Owner upon surrender thereof for cancellation.
To the extent possible,a new Bond or Bonds will be required to be delivered by the Paying Agent/Registrar
to the Registered Owner of the Bond or Bonds in not more than three(3)business days after receipt of the
Bond to be exchanged in proper form and with proper instructions directing such exchange.
(d) Each Bond issued in exchange for any Bond or portion thereof assigned or transferred shall
be of the same tenor and shall have the same maturity date and bear interest at the same rate and in the same
manner as the Bond for which it is being exchanged. The Paying Agent/Registrar shall exchange the Bonds
as provided herein, and each substitute Bond delivered in accordance with this Section shall constitute an
original additional contractual obligation of the District and shall be entitled to the benefits and security of
this Order to the same extent as the Bond or Bonds in lieu of which such substitute Bond is delivered.
(e) The District will pay the Paying Agent/Registrar's reasonable and customary charge for the
initial registration of the Bonds and the subsequent exchange of the Bonds pursuant to the provisions hereof;
however,the Paying Agent/Registrar will require the Registered Owner to pay a sum sufficient to cover any
tax or other governmental charge that is authorized to be imposed in connection with the registration,transfer
or exchange of a Bond. In addition,the District hereby covenants with the Registered Owners of the Bonds
that it will(i)pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar
for its services with respect to the payment of the principal of and interest on the Bonds,when due,and(ii)
pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer,registration
and exchange of Bonds as provided herein to the extent such fees and charges are payable hereunder by the
District.
(f) Neither the District nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption,in whole or in part,where such redemption is scheduled to occur
within forty-five(45)calendar days of the transfer or exchange date;provided,however,such limitation shall
not be applicable to an exchange by the Registered Owner of the uncalled principal balance of a Bond.
Section 2.7 Cancellation and Authentication.
(a) All Bonds paid or redeemed before scheduled maturity in accordance with this Order,and
all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in
accordance with this Order, shall be canceled and proper records shall be made regarding such payment,
redemption, exchange or replacement. The Paying Agent/Registrar shall then return such canceled Bonds
to the District or may in accordance with law destroy such canceled Bonds and periodically fumish the
District with certificates of destruction of such Bonds.
(b) Each substitute Bond issued in exchange for or replacement of(pursuant to the provisions
of Section 2.9 hereof) any Bond or Bonds issued under this Order shall have printed thereon a Paying
Agent/Registrar's Authentication Certificate (the "Certificate"), in the form hereinafter set forth. An
9
authorized representative of the Paying Agent/Registrar shall,before the delivery of any such bond,manually
sign and date such Certificate, and no such bond shall be deemed to be issued or outstanding unless such
Certificate is so executed. No additional resolutions or orders need be passed or adopted by the District or
any other body or person so as to accomplish the foregoing exchange or replacement of any Bond or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the
substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206 of the Texas Government Code,
as amended, and particularly Section 1206.023 thereof, the duty of exchange or replacement of Bonds as
aforesaid is hereby imposed upon the Paying Agent/Registrar,and,upon the execution of the Certificate,the
exchanged or replaced Bonds shall be valid,incontestable,and enforceable in the same manner and with the
same effect as the Bonds which originally were delivered pursuant to this Order, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
Section 2.8 Temporary Bonds.
(a) Pending the preparation of definitive Bonds,the proper officers of the District may execute
and, upon the District's request, the Paying Agent/Registrar shall authenticate and deliver, one or more
temporary Bonds that are printed, lithographed,typewritten,mimeographed or otherwise produced, in any
denomination,substantially of the tenor of the definitive Bonds in lieu of which they are delivered,without
coupons and with such appropriate insertions,omissions, substitutions and other variations as the officers
of the District executing such temporary Bonds may determine, as evidenced by their signing of such
temporary Bonds.
(b) Until exchanged for Bonds in definitive form,such Bonds in temporary form shall be entitled
to the benefit and security of this Order.
(c) The District, without unreasonable delay, shall prepare, execute and deliver to the Paying
Agent/Registrar the Bonds in definitive form and thereupon,upon the presentation and surrender of the Bond
or Bonds in temporary form to the Paying Agent/Registrar,the-Paying Agent/Registrar shall authenticate and
deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the
authorized denomination, and in the same aggregate principal amount as the Bond or Bonds in temporary
form surrendered. Such exchange shall be made without the making of any charge therefor to any Registered
Owner.
Section 2.9 Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond,the
Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor
and principal amount, bearing a number not contemporaneously outstanding. The District or the Paying
Agent/Registrar may require the Registered Owner of such Bond to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection therewith and any other expenses
connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying
Agent/Registrar, 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 authenticate and deliver a
replacement Bond of like tenor and principal amount,bearing a number not contemporaneously outstanding,
provided that the Registered Owner first:
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(i) furnishes to the Paying Agent/Registrar satisfactory evidence ofhis or her ownership
of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the District harmless;
(iii) pays all expenses and charges in connection therewith, including, but not limited
to,printing costs,legal fees, fees of the Paying Agent/Registrar and any tax or other governmental
charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the District and the Paying
Agent/Registrar.
(c) If,after the delivery of such replacement Bond,a bona fide purchaser of the original Bond
in lieu of which such replacement Bond was issued presents for payment such original Bond,the District and
the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it
was delivered or any person taking therefrom,except a bona fide purchaser,and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss,damage,cost or expense incurred
by the District or the Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond
has become or is about to become due and payable,the Paying Agent/Registrar, in its discretion, instead of
issuing a replacement Bond, may pay such Bond if it has become due and payable or may pay such Bond
when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute an original
additional contractual obligation of the District and shall be entitled to the benefits and security of this Order
to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered.
(f) Replacement Bonds may be issued directly to beneficial owners of Bonds other than DTC,
or its nominee,but only in the event that(i)DTC determines not to continue to act as securities depository
for the Bonds(which determination shall become effective no less than 90 days after written notice to such
effect to the District and the Paying Agent/Registrar); or (ii) the District has advised DTC of its
determination(which determination is conclusive as to DTC and the beneficial owners of the Bonds) that
the interests of the beneficial owners of the Bonds might be adversely affected if such book-entry only
system of transfer is continued. Upon occurrence of any of the foregoing events,the District shall use its best
efforts to attempt to locate another qualified securities depository. If the District fails to locate another
qualified securities depository to replace DTC, the District shall cause to be authenticated and delivered
replacement Bonds, in certificate form,to the beneficial owners of the Bonds. In the event that the District
makes the determination noted in(i)or(ii)above(provided that the District undertakes no obligation to make
any investigation to determine the occurrence of any events that would permit the District to make any such
determination),and has made provisions to notify the beneficial owners of Bonds of such determination by
mailing an appropriate notice to DTC, it shall cause to be issued replacement Bonds in certificate form to
beneficial owners of the Bonds as shown on the records of DTC provided to the District.
Section 2.10 Book-Entry Only System.
(a) One Initial Bond representing the entire principal amount of the Bonds shall be issued in the
name of the Purchaser, or its designee, executed and submitted to the Attorney General of Texas for
approval, and thereupon certified by the Comptroller of Public Accounts of the State of Texas by manual
11
signature of an appropriate official in such office. The Initial Bond shall be delivered against payment to
the Purchaser. The Purchaser shall be required to promptly surrender the Initial Bond to the Paying
Agent/Registrar for exchange. Definitive Bonds issued in exchange shall be registered in the name of Cede
& Co., as nominee of DTC, as registered owner of the Bonds, and held in the custody of DTC. Unless
otherwise requested by DTC, a single Bond will be issued and delivered to DTC for each maturity of the
Bonds. Beneficial owners ofBonds will not receive physical delivery of Bond certificates except as provided
hereinafter. For so long as DTC shall continue to serve as securities depository for the Bonds as provided
herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or
other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold
or deliver any Bond certificate.
(b) With respect to Bonds registered in the name of Cede&Co.,as nominee ofDTC,the District
and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant to hold
securities to facilitate the clearance and settlement of securities'transactions among DTC Participants or to
any Person on whose behalf a DTC Participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence,the District and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to(i)the accuracy of the records of DTC,Cede&Co.,or any DTC Participant with
respect to any ownership interest in the Bonds,(ii)the delivery to any DTC Participant or any other Person,
other than a registered Holder of the Bonds, as shown on the Bond Register, of any notice with respect to
the Bonds,and(iii)the payment to any DTC Participant or any other Person,other than a registered Holder
of the Bonds, as shown in the Bond Register, of any amount with respect to principal of or interest on the
Bonds. Notwithstanding any other provision of this Order to the contrary, the District and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in
the Bond Register as the absolute owner of such Bond for the purpose of payment of principal and interest
with respect to such Bond,for the purpose ofregistering transfers with respect to such Bond,and for all other
purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only
to or upon the order of the registered Holders,as shown in the Bond Register as provided in this Order, or
their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to
fully satisfy and discharge the District's obligations with respect to payment of principal of and interest on
the Bonds to the extent of the sum or sums so paid. No person other than a registered Holder, as shown in
the Bond Register,shall receive a Bond certificate evidencing the obligation of the District to make payments
of principal and interest pursuant to this Order. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of Cede&Co.,and
subject to the provisions in this Order with respect to interest checks being mailed to the registered Holder
at the close of business on the Record Date, the words "Cede& Co." in this Order shall refer to such new
nominee of DTC.
(c) The execution and delivery of the Representation Letter is hereby approved with such
changes as may be approved by the President of the Board, and the President of the Board is hereby
authorized to execute such Representation Letter.
Section 2.11 Successor Securities Depository;Transfer Outside Book-Entry Only S stem. In the
event that the District or the Paying Agent/Registrar determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, and that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC
discontinues the services described herein, the District or the Paying Agent/Registrar shall (i) appoint a
successor securities depository,qualified to act as such under Section 17(a)of the Securities and Exchange
Act of 1934, as amended,notify DTC and DTC Participants, as identified by DTC, of the appointment of
such successor securities depository and transfer one or more separate Bonds to such successor securities
12
depository or(ii)notify DTC and DTC Participants,as identified by DTC,of the availability through DTC
of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts, as identified by DTC. In such event, the Bonds shall no longer be restricted to being registered
in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the
successor securities depository, or its nominee, or in whatever name or names Holders transferring or
exchanging Bonds shall designate, in accordance with the provisions of this Order.
Section 2.12 Payments to Cede&Co. Notwithstanding any other provision of this Order to the
contrary, so long as any Bonds are registered in the name of Cede&Co.,as nominee of DTC,all payments
with respect to principal of,premium,if any,and interest on such Bonds and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the Representation Letter.
ARTICLE III
REDEMPTION OF BONDS BEFORE MATURITY
Section 3.1 Limitation on Redemption. The Bonds shall be subject to redemption before
their scheduled maturity only as provided in this Article.
Section 3.2 Optional Redemption.
(a) The District reserves the option to redeem the Serial Bonds and the Term Bonds maturing
on and after February 1,2006,in whole or in part,and by lot or by any other customary method that results
in a random selection within a maturity, before their respective scheduled maturity dates, on February 1,
2005,or any date thereafter,at a redemption price equal to the principal amount thereof plus accrued interest
from the most recent Interest Payment Date to the date fixed for redemption.
(b) The District, at least 45 days before the redemption date unless a shorter period shall be
satisfactory to the Paying Agent/Registrar,shall notify the paying Agent/Registrar of such redemption date
and of the principal amount of Bonds to be redeemed.
(c) The exercise by the District of its option to redeem Bonds shall be evidenced by an order
or resolution of the Board entered into its minutes.
Section 3.3 Mandatory Redemption of Term Bonds.
(a) In addition to being subject to optional redemption as provided above, the Term Bonds
maturing on February 1, and February 1, are subject to mandatory sinking fund redemption
prior to maturity in the following amounts,on the following dates and at a price of par plus accrued interest
to the redemption date from amounts required to be deposited in the Debt Service Fund:
$ Term Bonds $ Term Bonds
Maturing February 1, Maturing February 1,
Mandatory Redemption Principal Mandatory Redemption Principal
Date Amount Amount
February 1, $ February 1, $
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February 1, February 1,
February 1, February 1,
February 1,
(b) The principal amount of the Term Bonds required to be redeemed pursuant to the operation of
the mandatory sinking fund redemption provisions shall be reduced, at the option of the District, by the
principal amount of any Bonds of the stated maturity which,at least 50 days prior to a mandatory redemption
date,(1)shall have been acquired by the District,at a price not exceeding the principal amount of such Bonds
plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation,(2)shall have been purchased and canceled by the Paying Agent/Registrar at the request of the
District, with monies in the Debt Service Fund at a price not exceeding the principal amount of the Bonds
plus accrued interest to the date of purchase thereof,or(3)shall have been redeemed pursuant to the optional
redemption provisions and not theretofore credited against a mandatory sinking fund redemption
requirement.
Section 3.4 Partial Redemytion.
(a) A portion of a single Bond of a denomination greater than$5,000 may be redeemed,but only
in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially
redeemed,the Paying Agent/Registrar shall assign a separate number for each$5,000 portion of the Bonds
and select the portion or portions of the Bond to be redeemed by lot or by any other customary method that
results in a random selection.
(b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with the provisions of this Order, shall authenticate and deliver an exchange Bond or Bonds in
an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered,such exchange
being without charge.
(c) The Paying Agent/Registrar shall promptly notify the District in writing of the Bonds
selected for redemption and,in the case of any Bond selected for partial redemption, the principal amount
thereof to be redeemed.
Section 3.5 Notice of Redemption to Registered Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by sending notice
by first class United States mail,postage prepaid,not less than 30 days before the date fixed for redemption,
to DTC and to the Registered Owner of each Bond or portion thereof to be redeemed,at the address shown
in the Register at the close of business on the Business Day next preceding the date of mailing of such notice.
(b) The notice shall state, among other things, the redemption date, the redemption price, the
place at which the Bonds are to be surrendered for payment, that the Bonds so called for redemption shall
cease to bear interest at the redemption date,and,if less than all the Bonds outstanding are to be redeemed,
an identification of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to have been
duly given, whether or not the Registered Owner receives such notice.
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(d) The Paying Agent/Registrar shall give written notice of redemption, by registered mail,
overnight delivery,or other comparably secure means,not less than thirty(30)days prior to the Redemption
Date, to each registered securities depository(and to each national information service that disseminates
redemption notices)known to the Paying Agent/Registrar,but neither the failure to give such notice nor any
defect therein shall affect the sufficiency of notice given to the Registered Owner as hereinabove stated. The
Paying Agent/Registrar may provide written notice of redemption to DTC by facsimile.
Section 3.6 Payment Upon Redemption.
(a) Before or on each redemption date,the Paying Agent/Registrar shall make provision for the
payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount received
by the Paying Agent/Registrar sufficient to pay the principal of and accrued interest on such Bonds.
(b) Upon presentation and surrender of any Bond called for redemption at the designated office
ofthe Paying Agent/Registrar,on or after the date fixed for redemption,the Paying Agent/Registrar shall pay
the principal of, and accrued interest on such Bond from the moneys set aside for such purpose.
Section 3.7 Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 3.5 of this Order,the Bonds
or portions thereof called for redemption shall become due and payable on the date fixed for redemption and
unless the District defaults in the payment of the principal thereof or accrued interest thereon, such Bonds
or portions of such Bonds shall cease to bear interest from and after the date fixed for redemption,whether
or not such Bonds are presented and surrendered for payment on such date.
(b) If any Bond or portion thereof called for redemption is not so paid upon presentation and
surrender thereof for redemption, such Bond or portion thereof shall continue to bear interest at the rate
stated on the Bond until paid or until due provision is made for the payment of same.
Section 3.8 Lapse of Payment. Money set aside for the redemption of Bonds and remaining
unclaimed by the Registered Owners thereof shall be subject to the provisions of Section 2.3(f).
ARTICLE IV
PAYING AGENT/REGISTRAR
Section 4.1 Appointment of Paving Agent/Re-gistrar.
(a) The is hereby appointed as the initial Paying
Agent/Registrar for the Bonds.
(b) The President and the Vice President of the Board or either of them, and the Secretary and
any Assistant or Acting Secretary of the Board,or any of them,are hereby authorized and directed to execute
an agreement with the Paying Agent/Registrar for the Bonds.
Section 4.2 Qualifications of Paying Agent/Registrar. Every Paying Agent/Registrar
appointed hereunder shall be a commercial bank, trust company organized under the laws of the State of
Texas, or other entity duly qualified and legally authorized to serve as, and perform the duties and services
of, paying agent and registrar for the Bonds. Every Paying Agent/Registrar shall maintain the Register at
a location in the State of Texas
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Section 4.3 Maintaining Payma A ent/Re istrar.
(a) At all times while any Bonds are outstanding, the District will maintain a Paying
Agent/Registrar that is qualified under Section 4.2 of this Order.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such,the District will
promptly appoint a replacement.
Section 4.4 Termination of Pang Agent/Registrar.
(a) The District reserves the right to appoint a successor Paying Agent/Registrar by(i) filing
with the entity then performing such functions a certified copy of a resolution or order giving thirty(30)days
notice of the termination of the appointment,stating the effective date of such termination and(ii)appointing
a successor Paying Agent/Registrar.
(b) If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor,will deliver the Register(or a copy thereof)and all other pertinent books and
records relating to the Bonds to the successor Paying Agent/Registrar.
Section 4.5 Notice of Change of Paving Agent/Registrar to Registered Owners. Promptly upon
each change in the entity serving as Paying Agent/Registrar, the District will cause notice of the change to
be sent to each Registered Owner by first class United States mail, postage prepaid, at the address in the
Register,stating the effective date of the change and the name and mailing address of the replacement Paying
Agent/Registrar.
Section 4.6 Agreement of Paving Agent/Registrar to Perform Duties and Functions. By
accepting the appointment as Paying Agent/Registrar,the Paying Agent/Registrar is deemed to have agreed
to the provisions of this Order and that it will perform the duties and functions of Paying Agent/Registrar
prescribed hereby.
Section 4.7 Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such
Paying Agent/Registrar,promptly upon the appointment of the successor,will deliver the Register(or a copy
thereof) and all other pertinent books and records relating to the Bonds to the successor Paying
Agent/Registrar.
ARTICLE V
FORM OF BONDS
Section 5.1 Form. The form of the Bonds,including the form of the Registrar's Authentication
Certificate, the form of Assignment, and the form of Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, which shall be attached or affixed to the Bonds initially issued, shall be,
respectively,substantially in the form set forth in this Article,with such additions,deletions and variations
as may be necessary or desirable and not prohibited by this Order:
(a) Form of Bonds.
(Face of Bond)
16
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF WILLIAMSON
REGISTERED REGISTERED
NUMBER AMOUNT
R- $
THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT
COMBINATION UNLIMITED TAX AND REVENUE BOND
SERIES 2001
Interest Rate Maturity Date Initial Date CUSIP
THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT(the"District"),
in the County of Williamson, State of Texas, for value received, hereby promises to pay to
or registered assigns,but solely from the sources
and in the manner hereinafter provided,on the Maturity Date specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for prior redemption and the payment of the principal hereof
shall have been paid or provided for,and to pay interest on such principal amount from the later of the Initial
Date set forth above or the most recent interest payment date to which interest has been paid or provided for
until payment of such principal amount has been paid or provided for, at the per annum rate of interest
specified above,computed on the basis of a 360-day year of twelve 30-day months,such interest to be paid
semiannually on February 1 and August 1 of each year,commencing February 1,2002. The principal of this
Bond shall be payable without exchange or collection charges in lawful money of the United States of
America upon presentation and surrender of this Bond at the designated office of the Paying Agent/Registrar
or any successor thereto executing the registration certificate appearing hereon. Interest on this Bond is
payable by check, dated as of the interest payment date, mailed by the Paying Agent/Registrar to the
registered owner at the address shown on the registration books kept by the Paying Agent/Registrar or by
such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to
whom interest is paid; provided, however, that such person shall bear all risk and expense of such other
customary banking arrangements. For the purpose of the payment of interest on this Bond, the registered
owner shall be the person in whose name this Bond is registered at the close of business on the "Record
Date,"which shall be the fifteenth day of the month next preceding such interest payment date. In the event
of a nonpayment of interest on a scheduled payment date,and for thirty days thereafter, a new record date
for such interest payment(a"Special Record Date")will be established by the Paying Agent/Registrar,if and
when funds for the payment of such interest have been received from the District. Notice of the Special
Record Date and of the scheduled payment date of the past due interest(the"Special Payment Date,"which
date shall be fifteen days after the Special Record Date)shall be sent at least five business days prior to the
Special Record Date by United States mail, first class, postage prepaid, to the address of each owner of a
Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day
next preceding the date of mailing of such notice.
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If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday,
legal holiday, or day on which banking institutions in the city where the Paying Agent/Registrar is located
are required or authorized by law or executive order to close, the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are
required or authorized to close,and payment on such date shall for all purposes be deemed to have been made
on the original date payment was due.
This Bond is one of a series of fully registered bonds specified in the title hereof, dated as
of issued in the aggregate principal amount of $1,950,000 (herein referred to as the
"Bonds"),and issued pursuant to the authority provided by the Constitution and laws of the State of Texas,
particularly Chapters 49 and 54 of the Texas Water Code,as amended,by authority of an election held for
and within the District on June 13, 1985,and a certain order of the District(the"Order")for the purpose of
providing funds to pay the costs of acquiring water, wastewater, and drainage facilities to serve The
Meadows at Chandler Creek Development,including a 16-inch waterline and internal facilities in Sections
4,6A,6B,7A,7B,and 24 of the development,and to finance certain engineering costs. In addition,proceeds
of the Bonds will be used to pay certain administrative and issuance costs of the Bonds,as described in the
Order. Capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in
the Order.
The District reserves the option to redeem Bonds maturing on or after February 1, 2006, in whole
or in part,in principal amounts of$5,000 or any integral multiple thereof,before their respective scheduled
maturity dates,on February 1,2005,or on any date thereafter,at a price equal to the principal amount of the
Bonds so called for redemption plus accrued interest to the redemption date. If less than all of the Bonds are
to be optionally redeemed, the Bonds shall be redeemed by lot or other customary random method within
such maturity to be redeemed.
The Bonds maturing on February 1, and February 1, (the"Term Bonds")are subject
to mandatory sinking fund redemption prior to maturity in the following amounts,on the following dates and
at a price of par plus accrued interest to the redemption date, subject to reduction by prior cancellation or
optional redemption:
18
$ Term Bonds $ Term Bonds
Maturing February 1 Maturing February 1
Mandatory Redemption Principal Mandatory Redemption Principal
Date Amount Amount
February 1, $ February 1, $
February 1, February 1,
February 1, February 1,
February 1,
The Term Bonds to be redeemed shall be selected by lot or other customary random method. The
Term Bonds shall be redeemed at a price equal to the principal amount of the Bonds or portions thereof so
called for redemption, plus accrued interest to the date of redemption. Reference is made to the Order for
complete details concerning the manner of mandatorily redeeming Term Bonds.
As provided in the Order and subject to certain limitations therein set forth,this Bond is transferable
upon surrender of this Bond for transfer at the designated corporate trust office ofthe Paying Agent/Registrar
with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and,
thereupon,one or more new fully registered Bonds of the same stated maturity,of authorized denominations,
bearing the same rate of interest,and for the same aggregate principal amount will be issued to the designated
transferee or transferees.
Neither the District nor the Paying Agent/Registrar shall be required to issue,transfer or exchange
any Bond called for redemption when such redemption is to occur within 45 calendar days after the transfer
or exchange date. However, such limitations of transfer shall not be applicable to an exchange by the
Registered Owner of the unredeemed balance of a Bond called for redemption in part.
The District,the Paying Agent/Registrar,and any other person may treat the person in whose name
this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided(except
interest shall be paid to the person in whose name this Bond is registered on the Record Date) and for all
other purposes, whether or not this Bond be overdue, and neither the District,the Paying Agent/Registrar,
nor any such agent shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED,RECITED AND COVENANTED that this Bond has been duly and
validly issued and delivered;that all acts,conditions and things required or proper to be performed,to exist
and to be done precedent to or in the issuance and delivery of this Bond have been performed,exist and have
been done in accordance with law;and that annual ad valorem taxes,without legal limit as to rate or amount,
sufficient to provide for the payment of the interest on and principal of this Bond,as such interest comes due
and such principal matures, have been levied and ordered to be levied against all taxable property in the
District and have been pledged irrevocably for such payment.
IT IS FURTHER CERTIFIED, RECITED AND COVENANTED that certain net revenues to be
derived from the ownership and operation of the District's waterworks and sanitary sewer system also have
been pledged to the payment of the interest on and principal of the Bonds to the extent that ad valorem taxes
19
levied and collected for the payment thereof, together with other amounts on deposit in the District's Debt
Service Fund,are insufficient for such purpose, all as set forth in the Order,to which reference is made for
all particulars,and that such Order also permits the District and its successors to issue obligations secured
in whole or in part by lien on and pledge of such net revenues on a parity with or subordinate to the lien
securing the Bonds.
IN WITNESS WHEREOF,this Bond has been signed with the manual or facsimile signature of the
President of the Board of Directors and countersigned with the manual or facsimile signature of the Secretary
(or the Assistant Secretary) of the Board of Directors, and the official seal of the District has been duly
impressed,or placed in facsimile, on this Bond.
THE MEADOWS AT CHANDLER CREEK
MUNICIPAL UTILITY DISTRICT
President,Board of Directors
Secretary, Board of Directors
(SEAL)
(b) Form of Comptroller's Registration Certificate.
[to be printed on Initial Bond only]
COMPTROLLER'S REGISTRATION CERTIFICATE
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
STATE OF TEXAS §
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas,and that this Bond has been registered by the Comptroller of Public
Accounts of the State of Texas.
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WITNESS MY SIGNATURE AND SEAL this
XXXXX
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(c) Form of Registrar's Authentication Certificate
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered pursuant to the Order described in the text of
this Bond, in exchange for or in replacement of a bond,bonds or a portion of a bond or bonds of a series
which was originally approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
(BANK)
By:
Authorized Signature
Date of Authentication:
(d) Form of Assignment
ASSIGNMENT
For value received,the undersigned hereby sells, assigns,and transfers unto
(Please print or type name,address,and zip code of Transferee)
21
Please insert Social Security or Taxpayer Identification Number of Transferee)
the within Bond and all rights thereunder,and hereby irrevocably constitutes and appoints attorney to transfer
said Bond on the books kept for registration thereof, with full power of substitution in the premises.
DATED:
Registered Owner(s)
NOTICE: The signature above must correspond to the
name of the Registered Owner(s)as shown on the face
of this Bond in every particular,without any alteration,
enlargement or change whatsoever.
Signature Guaranteed:
NOTICE: Signature must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
(e) The Initial Bond shall be in the form set forth in subsection(a)of this Section, except for
the following alterations.
(1) immediately under the name of the Bond, the headings "Interest Rate," "Maturity
Date" shall.be completed with the words "As Shown Below"and the heading"CUSIP"deleted.
(2) in the first paragraph of the Bond:
(A) the words "on the Maturity Date specified above the sum of
DOLLARS" shall be deleted and the following will be
inserted: "on February 1 in each of the years,in the principal amounts and bearing interest
at the per annum rates set forth in the following schedule:"
(Information to be inserted from schedule in
Section 2.2 of this Order)
(B) the words"executing the registration certificate appearing hereon"shall be
deleted and an additional sentence shall be added to the paragraph as follows: "The initial
Paying Agent/Registrar is
(3) the Initial Bond shall be numbered T-1.
22
Section 5.2 CUSIP Registration. The President of the Board may secure the printing of
identification numbers on the Bonds through the CUSIP Service Bureau Division of Standard and Poors
Corporation,New York,New York.
Section 5.3 Legal Opinion. The approving opinion of Bond Counsel, Winstead Sechrest&
Minick P.C., may be printed on the back of the Bonds with the certification of the Secretary of the Board
which may be executed in facsimile.
ARTICLE VI
SECURITY OF THE BONDS
Section 6.1 Security of Bonds. The Bonds are secured by and payable from the levy of a
continuing,direct annual ad valorem tax,without limit as to rate or amount,upon all taxable property within
the District, and are further secured by and payable from a lien on and pledge of certain Net Revenues(as
defined below)of the District's System.
Section 6.2 Levy of Tax. To pay the interest on the Bonds,and to create a sinking fund for the
payment of the principal thereof when due,and to pay the expenses of assessing and collecting such taxes,
there is hereby levied,and shall be assessed and collected in due time,a continuing,direct annual ad valorem
tax,without limit as to rate or amount,on all taxable property in the District for each year while any of the
Bonds are outstanding. All of the proceeds of such collections,except expenses incurred in that connection,
shall be paid into the Debt Service Fund,and the aforementioned tax and such payments into such fund shall
continue until the Bonds and the interest thereon have been fully paid and discharged, and such proceeds
shall be used for such purposes and no other. While said Bonds,or any of them,are outstanding and unpaid,
an ad valorem tax each year at a rate from year to year as will be ample and sufficient to provide funds to
pay the interest on said Bonds and to provide the necessary sinking fund to pay the principal when due, full
allowance being made for delinquencies and costs of collection,shall be levied,assessed,and collected and
applied to the payment of principal and interest on the Bonds. In determining the amount of taxes which
should be levied each year,the Board of Directors may consider whether proceeds from the sale of Bonds
have been placed in escrow to pay interest during construction and whether the Board of Directors reasonably
expects to have revenue or receipts available from other sources which are legally available to pay principal
of or interest or redemption price on the Bonds.
Section 6.3 Net Revenue Pledge as Additional Security.
(a) For purposes of this Section the following terms shall have the following definitions:
(i) The term"Maintenance and Operation Expenses"shall mean the expenses
necessary to provide for the administration, efficient operation and adequate maintenance of the
System together with such other costs and expenses as may now or hereafter be defined by law as
proper Maintenance and Operation Expenses of the System; and
(ii) The term"Net Revenues"shall mean all income derived from the ownership
and operation of the System after deducting the Maintenance and Operation Expenses and providing
for the funding of any operating reserve from time to time established by the Board.
(b) In order to further secure the Bonds, the District hereby grants a lien on and pledge of the
District's Net Revenues. Such Net Revenues,as herein provided, are hereby pledged to the payment of the
23
principal, interest,redemption price and bank charges of the Bonds. If at any time ad valorem taxes levied
and collected for the payment thereof,together with other amounts in the Debt Service Fund,are insufficient
for such purpose,the District shall transfer to the Debt Service Fund such available Net Revenues as shall
be necessary to provide(together with other amounts on deposit in the Debt Service Fund)for the payment
of principal, interest,redemption price and bank charges of the Bonds;provided,however,that no transfers
of revenues shall be made to the Debt Service Fund by the District until all Maintenance and Operation
Expenses,including the cost of maintaining an operating reserve, shall have been paid by the District. The
District reserves the right to apply Net Revenues not required for current payments of principal, interest,
redemption price and bank charges of the Bonds for any lawful purpose of the District. Notwithstanding the
foregoing,no revenues generated from maintenance taxes shall be included in Net Revenues or used to make
payments on the Bonds.
(c) The pledge of the Net Revenues hereunder is on a parity with the pledge of the Net Revenues
made to secure the obligations relating to the Series 1994 Refunding Bonds and the Series 1999 Bonds. The
District reserves the right to issue Additional Bonds and incur obligations secured in whole or in part by a
lien on and pledge of Net Revenues on a parity with or subordinate to the lien on and pledge of Net Revenues
securing the Bonds, and to apply such Net Revenues to the payment of such Additional Bonds and
obligations on a parity with or subordinate to the Bonds.
(d) The District is located within the extraterritorial jurisdiction of the City of Round Rock,
Texas(the"City"). The City has the right to annex and dissolve the District. At such time,the obligations
of the District payable in whole or in part from ad valorem taxes shall become obligations of the City, and
the governing body of the City is thereafter required to levy and cause to be collected taxes on all taxable
property within the City sufficient to pay the principal of and interest on the obligations of the District so
assumed by the City. In order to allow the City to integrate the District's System into the City's water and
sewer system,the City may terminate the pledge of and lien on the Net Revenues of the District's System to
the payment of the Bonds. The City may under certain circumstances annex but not dissolve the District in
which case the District may continue to provide retail water and wastewater service and the maintenance of
parks and recreation areas.
(e) The laws permit the District to be consolidated with one or more conservation and
reclamation districts. In the event the District is consolidated with another district or districts,the District
reserves the right to:
(i) consolidate the System with a similar system of one or more districts with which the
District is consolidating and operate and maintain the systems as one consolidated system (the
"Consolidated System");
(ii) apply the net revenues from the operation of the Consolidated System to the
payment of principal, interest, redemption price and bank charges on the Bonds and any other
combination tax and revenue bonds or bonds or other obligations secured solely or primarily by such
net revenues (the "Revenue Bonds") of the District and of the district or districts with which the
District is consolidating(herein collectively,the"Consolidating Districts")without preference to any
series of bonds(except subordinate lien revenue bonds which shall be subordinate to the Revenue
Bonds of the Consolidating Districts); or
(iii) pledge the net revenues of the Consolidated System to the payment of principal,
interest, redemption price and bank charges on any Revenue Bonds which may be issued by the
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Consolidating Districts on a parity with the outstanding Revenue Bonds of the Consolidating
Districts.
ARTICLE VII
FUNDS; FLOW OF FUNDS; AND INVESTMENTS
Section 7.1 Creation of Funds.
(a) There are hereby created and established the following funds of the District:
(i) the "The Meadows at Chandler Creek Municipal Utility District Combination
Unlimited Tax and Revenue Bonds, Series 2001 -Debt Service Fund"; and
(ii) the "The Meadows at Chandler Creek Municipal Utility District Combination
Unlimited Tax and Revenue Bonds, Series 2001 -Capital Projects Fund."
(b) There is hereby affirmed the "Operating Fund," created and maintained as set forth in the
District's order authorizing the Series 1987 Bonds and affirmed in the District's order authorizing the Series
1999 Bonds.
(c) The Debt Service Fund and Capital Projects Fund shall be held at an official depository of
the District,and shall be kept separate and apart from all other funds of the District. The Debt Service Fund
shall constitute a trust fund which shall be held in trust by the District for the benefit of the Registered
Owners of the Bonds. There may be created within the Capital Projects Fund and Debt Service Fund such
accounts and subaccounts as the District deems necessary or desirable.
Section 7.2 Security of Funds. Any cash balance in any fund shall be invested subject to the
Public Funds Investment Act, V.T.C.A. Government Code, Chapter 2256, as amended.
Section 7.3 Debt Service Fund.
(a) The District shall deposit or cause to be deposited into the Debt Service Fund the aggregate
of the following at the time specified:
(i) upon receipt by the District, the accrued interest on the Bonds; and
(ii) taxes levied and collected pursuant to Section 6.2 hereof, less costs of collection,
as collected.
(b) Not later than five(5)days prior to any principal and/or Interest Payment Date on the Bonds,
the Board of Directors shall cause the transfer of moneys 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, the interest which accrues on such date, and the Paying Agent/Registrar's fees for handling such
payments on that date.
Section 7.4 Operating Fund. The Operating Fund is the maintenance fund of the District into
which shall be placed the revenues from operations of the System. The Operating Fund shall be used first
to pay all reasonable expenses of administration,efficient operation,and adequate maintenance ofthe System
and the District, including payments to political subdivisions or municipalities for regional waste disposal
25
and water supply services and facilities, if necessary, after which Net Revenues, if any, shall either (i)
periodically be transferred into the Debt Service Fund for so long as any part of the principal of or interest
on the Bonds is outstanding,or(ii),to the extent that the balance in the Debt Service Fund and tax collections
available for deposit thereto are sufficient to pay when due the obligations of the District payable from the
Debt Service Fund, to pay other proper expenses of the District.
Section 7.5 Deposit of Proceeds. Accrued interest on the Bonds and any amount appropriated
by the District for capitalized interest shall be deposited into the Debt Service Fund upon receipt. The
remaining proceeds of sale of the Bonds, including interest earnings thereon, shall be deposited into the
Capital Projects Fund and shall be used for the purposes set forth in this Order and for payment of the costs
of issuing the Bonds,with any remainder after completion of the entire System described in this Order being
transferred to the Debt Service Fund, all in accordance with the applicable laws and regulations, including
those of the Texas Natural Resource Conservation Commission or its successor, in effect at such time.
Section 7.6 Investments. Moneys deposited into the Bond or Capital Projects Funds and any
other fund or funds that the District may lawfully create may be invested or reinvested in any legally
authorized investments. All investments and any profits realized from or interest accruing on such
investments shall belong to the fund from which the moneys for such investments were taken; provided,
however, that in the discretion of the Board the profits realized from and interest accruing on investments
made from any fund may be transferred to the Debt Service Fund.
ARTICLE VIII
SPECIFIC OBLIGATIONS OF BOARD
Section 8.1 Covenants. The Board of Directors, on behalf of the District, expressly stipulates
and covenants that, for the benefit of the Purchaser and any and all subsequent Registered Owners of the
Bonds (and enforceable by any one or all of said Registered Owners), in addition to all other provisions
hereof, it will:
(a) Fix and maintain rates and collect charges for the facilities and services rendered by the
District which,together with any taxes levied for maintenance purposes,will provide revenues sufficient at
all times to pay all reasonable administration expenses of the District and all efficient operation and adequate
maintenance expenses of the System. The Board has enacted and will maintain in effect an order fixing rates
and charges for services which contains, among other provisions, a requirement for periodic billing of all
customers of the District and a prohibition against the furnishing of water or sewer service without charge
to any person, firm,organization, or corporation.
(b) Subject to the provisions of Article VI of this Order, levy an ad valorem tax that will be
ample and sufficient to provide funds to pay the interest on the Bonds and to provide the necessary sinking
fund.
(c) Not mortgage or otherwise encumber the physical properties of the System,nor sell, lease
or otherwise dispose of any substantial portion of such physical properties, unless said properties of the
System are deemed by the Board of Directors of the District to be unnecessary to the operation of the System.
(d) Maintain the System in good condition and operate it in an efficient manner and at a
reasonable cost.
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(e) Maintain insurance on the System of a kind and in an amount which usually would be carried
by municipal corporations and political subdivisions in Texas operating similar facilities.
(f) Keep accurate records and accounts and employ an independent certified public accountant
of recognized integrity and ability to direct the installation of the required accounting procedures and to audit
its affairs at the close of each fiscal year. The fiscal year of the District is from October 1 to September 30
of the following year,or such other fiscal year as the Board of Directors may hereafter designate. Said audits
shall include a statement in detail of the income and expenditures of the System for each year; a balance
sheet as of the end of the year;the auditor's comments regarding the manner in which the District has carried
out the requirements of all bond resolutions and orders; his recommendations, if any, for changes or
improvements in the operation of the District's plants, facilities, and improvements; a list of insurance
policies in force as of the date of the audit including the amount,expiration date,risk covered,and name of
the insurer for each such policy; and the number of properties connected to the System as of the end of the
fiscal year. The audit report shall be delivered to each member of the Board not later than 120 days after the
close of each fiscal year,and shall be retained and filed in the office of the auditor. Copies of said audit shall
be filed as required by law and maintained in the office of the District, available for inspection by any
interested person or persons during normal office hours.
ARTICLE IX
TAX EXEMPTION
Section 9.1 Provisions Concerning Federal Income Tax Exclusion. The District covenants to
take any action to maintain, or refrain from any action which would adversely affect, the treatment of the
Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the
"Code"), the interest on which is not includable in "gross income" for federal income tax purposes. In
furtherance thereof,the District specifically covenants as follows:
(i) To refrain from taking any action which would result in the Bonds being treated as
"private activity bonds" within the meaning of section 141(a) of the Code;
(ii) To take any action to assure that no more than 10%of the proceeds of the Bonds or
the projects financed therewith are used for any "private business use," as defined in section
141(b)(6)of the Code or, if more than 10% of the proceeds or the projects financed therewith are
so used,that amounts,whether or not received by the District with respect to such private business
use,do not under the terms of this Resolution or any underlying arrangement,directly or indirectly,
secure or provide for the payment of more than 10% of the debt service on the Bonds, in
contravention of section 141(b)(2)of the Code;
(iii) To take any action to assure that in the event that the "private business use"
described in paragraph(ii)hereof exceeds 5%of the proceeds of the Bonds or the projects financed
therewith, then the amount in excess of 5% is used for a "private business use" which is "related"
and not"disproportionate,"within the meaning of section 141(b)(3)of the Code,to the governmental
use;
(iv) To take any action to assure that no amount which is greater than the lesser of
$5,000,000 or 5% of the proceeds of the Bonds is directly or indirectly used to finance loans to
persons,other than state or local governmental units,in contravention of section 141(c)of the Code;
27
(v) To refrain from taking any action which would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b)of the Code;
(vi) Except to the extent permitted by section 148 of the Code and the regulations and
rulings thereunder, to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property(as defined in section 148(b)(2)of the Code)which produces a materially higher
yield over the term of the Bonds.
(vii) To otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code(relating to arbitrage)and,to the extent applicable,section
149(d)of the Code(relating to advance refunding);
(viii) Except to the extent otherwise provided in section 148(f) of the Code and the
regulations and rulings thereunder,to pay to the United States of America at least once during each
five year period(beginning on the date of delivery of the Bonds)an amount that is at least equal to
90%of the "Excess Earnings," within the meaning of section 148(f)of the Code,and to pay to the
United States of America,not later than 60 days after the Bonds have been paid in full, 100%of the
amount then required to be paid as a result of Excess Earnings under section 148(f)of the Code;and
(ix) To maintain such records as will enable the District to fulfill its responsibilities
under this subsection and section 148 of the Code and to retain such records for at least six years
following the final payment of principal and interest on the Bonds.
For the purposes of the foregoing, in the case of a refunding bond, the term proceeds includes transferred
proceeds and, for purposes of paragraphs (ii)and(iii),proceeds of the refunded bonds.
The covenants contained herein are intended to assure compliance with the Code and any regulations
or rulings promulgated by the U.S.Department of Treasury pursuant thereto. In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds,the District will not be required to comply with any covenant contained herein to the extent that such
modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect
the exclusion from gross income of interest on the Bonds under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are applicable
to the Bonds,the District agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally-recognized bond counsel,to preserve the exclusion from gross income of interest on
the Bonds under section 103 of the Code.
Proper officers of the District charged with the responsibility of issuing the Bonds are hereby
authorized and directed to execute any documents,certificates,or reports required by the Code and to make
such elections, on behalf of the District, which may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the
exclusion from gross income of interest on the Bonds under section 103 of the Code the covenants contained
in this subsection shall survive the later of the defeasance or discharge of the Bonds.
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Section 9.2 Covenants Regarding Sale Lease or Disposition ofFinanced Property. The District
covenants that the District will regulate the use of the property financed, directly or indirectly, with the
proceeds of the Bonds and will not sell, lease, or otherwise dispose of such property unless (i)the District
takes the remedial measures as may be required by the Code and the regulations and rulings thereunder in
order to preserve the exclusion from gross income of interest on the Bonds under section 103 of the Code
or(ii)the District seeks the advice of nationally-recognized bond counsel with respect to such sale, lease,
or other disposition.
Section 9.3 Designation as Qualified Tax-Exempt Obligations.The District hereby designates
the Bonds as"qualified tax-exempt obligations"as defined in section 265(b)(3)of the Code. In furtherance
of such designation,the District represents,covenants,and warrants the following: (a)during the calendar
year in which the Bonds are issued,the District(including any subordinate entities)has not designated nor
will designate obligations,which when aggregated with the Bonds,will result in more than$10,000,000 of
"qualified tax-exempt obligations" being issued; (b)the District reasonably anticipates that the amount of
tax-exempt obligations issued during 2001 by the District(including any subordinate entities)will not exceed
$10,000,000; and(c)the District will 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."
ARTICLE X
CONTINUING DISCLOSURE OF FINANCIAL INFORMATION
Section 10.1 Annual Reports.
(a) The District shall provide annually to each NRMSIR and any SID,within six months after
the end of each fiscal year ending in or after 2001,financial information and operating data with respect to
the District,including the District's annual financial statements,current tax data,water and sewer operations
data and debt service information. Any financial statements so to be provided shall be (i) prepared in
accordance with generally accepted auditing standards or such other accounting principles as the District may
be required to employ from time to time pursuant to State law or regulation and (ii)audited, if the audit is
completed within the period during which they must be provided. If the audit of such financial statements
is not complete within such period, then the District shall provide unaudited financial statements for the
applicable fiscal year to each NRMSIR and any SID within such six month period and audited financial
statements when the audit report on such statements becomes available.
(b) If the District changes its fiscal year,it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end)prior to the next date by which the District otherwise would be
required to provide financial information and operating data pursuant to this Section.
(c) The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document,if it is available from the MSRB)that theretofore
has been provided to each NRMSIR and any SID or filed with the SEC.
Section 10.2 Material Event Notices.
(a) The District shall notify any SID and either each NRMSIR or the MSRB,in a timely manner,
of any of the following events with respect to the Bonds,if such event is material within the meaning of the
federal securities laws:
29
I. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of the Registered Owners;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes affecting the Bonds.
(b) The District shall notify any SID and either each NRMSIR or the MSRB,in a timely manner,
of any failure by the District to provide financial information or operating data in accordance with
Section 10.1 of this Order by the time required by such Section.
Section 10.3 Limitations,Disclaimers and Amendments.
(a) The District shall be obligated to observe and perform the covenants specified in this Article
for so long as,but only for so long as,the District remains an"obligated person" with respect to the Bonds
within the meaning of the Rule,except that the District in any event will give notice of any deposit made in
accordance with Texas law that causes the Bonds no longer to be outstanding.
(b) The provisions of this Section are for the sole benefit of the Registered Owners and nothing
in this Article, express or implied, shall give any benefit or any legal or equitable right,remedy,or claim
hereunder to any other person. The District undertakes to provide only the financial information,operating
data, financial statements and notices which it has expressly agreed to provide pursuant to this Article and
does not hereby undertake to provide any other information that may be relevant or material to a complete
presentation of the District's financial results, condition, or prospects or hereby undertake to update any
information provided in accordance with this Article or otherwise,except as expressly provided herein. The
District does not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
(c) UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE TO A
REGISTERED OWNER OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE DISTRICT, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS
SECTION. EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,IN CONTRACT OR TORT,FOR
OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
(d) No default by the District in observing or performing its obligations under this Article shall
comprise a breach of or default under the Order for purposes of any other provision of this Order. Nothing
in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the District under
federal and state securities laws.
(e) Notwithstanding any other provision within this Order,the provisions of this Article may
be amended by the District from time to time to adapt to changed circumstances that arise from a change in
legal requirements,a change in law,or a change in the identity,nature,or status or type of operations of the
30
District,if(1)the agreement,as so amended,would have permitted an underwriter to purchase or sell Bonds
in the original primary offering in compliance with the Rule, taking into account such amendment as well
as such changed circumstances,and(2)a person unaffiliated with the District(such as nationally recognized
bond counsel) determines that the amendment will not materially impair the interests of the Registered
Owners. If any such amendment is made,the District will include in its next annual update an explanation
in narrative form of the reasons for the change and its impact on the type of operating data or financial
information being provided.
ARTICLE XI
ADDITIONAL BONDS AND REFUNDING BONDS
Section 11.1 Additional Bonds. The District expressly reserves the right to issue,in one or more
installments, for the purpose of completing, repairing, improving, extending, enlarging, or replacing the
System or any other lawful purpose(a)the unissued unlimited tax and revenue bonds which were authorized
at the bond elections described in the recitals of this Order; and (2) such other unlimited tax and revenue
bonds as may hereafter be authorized at subsequent elections.
Section 11.2 Revenue Bonds. The District expressly reserves the right to issue revenue bonds
in one or more installments for the purpose of completing, repairing, improving, extending, enlarging or
replacing the System,which will be payable solely from the Net Revenues and such bonds may be payable
from and equally secured by a lien on and pledge of the Net Revenues.
Section 11.3 Inferior Lien Bonds. The District also reserves the right to issue inferior lien bonds
and pledge the Net Revenues to the payment thereof,such pledge to be subordinate in all respects to the lien
of previously issued Additional Bonds and Revenue Bonds.
Section 11.4 Special Project Bonds. The District further reserves the right to issue bonds in one
or more installments for the purchase,construction,improvement, extension,replacement,enlargement,or
repair of water, sewer and/or drainage facilities necessary under a contract or contracts with persons,
corporations,municipal corporations,political subdivisions,or other entities,such bonds to be payable from
and secured by the proceeds of such contract or contracts. The District further reserves the right to refund
such bonds.
Section 11.5 Refunding Bonds. The District further reserves the right to issue Refunding Bonds
in any manner permitted by law to refund any Bonds and Additional Bonds at or prior to their respective
dates of maturity or redemption.
ARTICLE XII
SALE AND DELIVERY OF BONDS
Section 12.1 Sale and Delivery of Bonds.
(a) The sale and delivery of the bonds to (herein
collectively referred to as the"Purchaser")at a price of$ plus accrued interest thereon to
date of delivery,is hereby authorized,approved,ratified and confirmed,subject to the approving opinion as
to the legality of the Bonds of the Attorney General of the State of Texas, and of Winstead Sechrest &
Minick P.C.,bond counsel.
31
(b) It is hereby found and declared that the Purchaser's bid is the best bid for the Bonds after
advertisement and public sale,and that the net effective interest rate resulting from such bid is
which rate is less than the maximum rate permitted by law.
(c) The President, Vice President and Secretary of the Board of Directors are authorized to
execute such documents,certificates and receipts and to take such actions as they may deem appropriate in
order to consummate the delivery of the Bonds in accordance with this Order.
Section 12.2 Approval of Official Statement The District ratifies and confirms its prior approval
of the form and content of the Preliminary Official Statement prepared in the initial offering of the Bonds
and hereby authorizes and approves the amendment of the Preliminary Official Statement to add the terms
of the Purchaser's bid and to make any other changes necessary to comply with the provisions of this Order
and existing law. The use of such final Official Statement in the referring of the Bonds by the Purchaser is
hereby approved and authorized. The proper officials of the District are hereby authorized to execute and
deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of
payment for and delivery of the Bonds. The District will furnish to the Purchaser of the Bonds from the
District (and to each other "Participating Underwriter" of the Bonds, within meaning of SEC Rule
15c2-12(a), designated by the Purchaser),within seven(7)business days after the sale date, copies of the
final Official Statement in such amount required by the Purchaser not to exceed 200 copies. The District will
also furnish to the Purchaser a like number of any supplement or amendment prepared by the District for
dissemination to potential purchasers of the Bonds as described above as well as such additional copies of
the Official Statement or any supplement or amendment as the Purchaser may request prior to the 90th day
after the end of the underwriting period referred to in SEC Rule 15c2-12(e)(2). The District will pay the
expense of preparing up to 200 copies of the Official Statement and all copies of any supplement or
amendment issued on or before the delivery date, but the Purchaser must pay for all other copies of the
Official Statement or any supplement or amendment thereto.
ARTICLE XIII
DEFAULT AND REMEDIES
Section 13.1 Events of Default. Each of the following occurrences or events for the purpose of
this Order is hereby declared to be an Event of Default:
(a) the failure to make payment of the principal of or interest on any of the Bonds when
the same becomes due and payable;
(b) default in the performance or observance of any other covenant, agreement, or
obligation of the District and the continuation thereof for a period of 60 days after notice of such
default is given by any Registered Owner to the District; or
(c) the District files for protection under the federal Bankruptcy Code or other similar
state or federal statute.
Section 13.2 Remedies for Default.
(a) Upon the happening of any Event of Default,then any Registered Owner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor,may proceed against the
District for the purpose of protecting and enforcing the rights of the Registered Owners under this Order,by
32
mandamus or other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction,for any reliefpermitted bylaw,including the specific performance of any covenant or agreement
contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of
the Registered Owners hereunder or any combination of such remedies.
(b) All such proceedings shall be instituted and maintained for the equal benefit of all
Registered Owners.
Section 13.3 Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies,but each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity;provided,
however, that notwithstanding any other provision of this Order, the right to accelerate the debt evidenced
by the Bonds shall not be available as a remedy under this Order.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of
any other available remedy.
ARTICLE XIV
DISCHARGE
Section 14.1 Discharge by Payment. When all or any portion of the Bonds have been paid in full
or when all or any portion of the Bonds have become due and payable,whether at maturity or otherwise,and
the District shall have provided for the payment of the whole amount due or to become due on such Bonds
then outstanding by depositing with the Paying Agent/Registrar for payment of such Bonds the entire amount
due or to become due thereon, and the District shall also have paid or caused to be paid all sums payable
under this Order by the District with respect to all Bonds,including the compensation due or to become due
the Paying Agent/Registrar,then the Paying Agent/Registrar,upon receipt of a letter of instructions from the
District requesting the same, shall discharge and release the lien of this Order with respect to such Bonds
and execute and deliver to the District such releases or other instruments as shall be requisite to release the
lien hereof.
Section 14.2 Discharge by Deposit.
(a) The District may discharge its obligation to pay the principal of and interest on all or any
portion of the Bonds and its obligation to pay other sums payable or to become payable under this Order by
complying with the following procedures:
(i) the District shall deposit or cause to be deposited with the Paying Agent/Registrar
an amount of money that, together with the interest earned on or capital gains or profits to be
realized from the investment of such money,will be sufficient to pay the principal of and accrued
interest on such Bonds to maturity or to the date fixed for prior redemption of such Bonds and to pay
such other amounts as may be reasonably estimated by the Paying Agent/Registrar to become
payable under this Order with respect to the Bonds being provided for,including the compensation
due or to become due the Paying Agent/Registrar;
(ii) the District shall establish or cause to be established a separate escrow account fund
with the Paying Agent/Registrar for the deposit pursuant to subdivision(i)of this subsection(a);
33
(iii) Only cash, direct non-callable obligations of the United States of America and
securities fully and unconditionally guaranteed as to the timely payment of principal and interest by
the United States of America,to which direct obligation or guarantee the full faith and credit of the
United States of America has been pledged shall be used to effect defeasance of the Bonds. In the
event of an advance refunding, the District shall cause to be delivered a verification report of an
independent nationally recognized certified public accountant. If a forward supply contract is
employed in connection with the refunding, (i) such report shall expressly identify the types of
securities to be purchased pursuant to the forward supply contract and shall state that the adequacy
of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the
maturing principal thereof and interest income thereon and does not assume performance under or
compliance with the forward supply contract,and(ii)the applicable escrow agreement shall provide
that in the event of any discrepancy or difference between the terms of the forward supply contract
and the escrow agreement(or the authorizing document,ifno separate escrow agreement is utilized),
the terms of the escrow agreement or authorizing document, if applicable, shall be controlling;
(iv) the District shall make provision for the payment to the Registered Owners at the
date of maturity or redemption of the full amount to which the Registered Owners of the appropriate
Bonds would be entitled by way of principal and interest to the date of such maturity,
(v) the District shall make provision for the sending of written notice by first class
postage prepaid United States mail to the Registered Owner of each appropriate Bond then
outstanding within 30 days following the date of such deposit that such moneys are so available for
such payment; and
(vi) the District shall provide the Paying Agent/Registrar with an opinion of Winstead
Sechrest& Minick P.C. or other nationally recognized bond counsel selected by the District and
acceptable to the Paying Agent/Registrar to the effect that the deposit specified in subdivision(i)of
this subsection(a)will not cause the interest on any of the Bonds to become includable in the gross
income of the Registered Owners thereof and that such Bonds are legally defeased.
(b) Upon compliance with subsection(a)of this Section,the Bonds for the payment of which
provision is thus made shall no longer be regarded as outstanding and unpaid, and the Paying
Agent/Registrar,upon receipt of a letter of instructions from the District requesting the same,shall discharge
and release the lien of this Order as to such Bonds and shall execute and deliver to the District such releases
or other instruments as shall be requisite to release the lien hereof.
(c) Following final payment of the principal of and interest on the appropriate Bonds, any
moneys, interest earnings,profits or capital gains over and above the amounts necessary for such purposes
shall be paid to the District.
ARTICLE XV
MISCELLANEOUS
Section 15.1 Persons Deemed Registered Owners. The District,the Paying Agent/Registrar, and
any agent of either of them may treat the Person in whose name any Bond is registered as the owner of such
Bond for the purpose of receiving payment of the principal(and Redemption Price)of and interest on such
Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the District, the
Paying Agent/Registrar, nor any agent of either of them shall be affected by notice to the contrary.
34
Section 15.2 District's Successors and Assigns. Whenever in this Order the District is named and
referred to,it shall be deemed to include its successors and assigns,and all covenants and agreements in this
Order by or on behalf of the District,except as otherwise provided herein,shall bind and inure to the benefit
of its successors and assigns whether or not so expressed.
Section 15.3 Benefits of Order Provisions. Nothing in this Order or in the Bonds, expressed or
implied,shall give or be construed to give any person,firm or corporation,other than the District,the Paying
Agent/Registrar and the Registered Owners any legal or equitable right or claim under or in respect of this
Order, or under any covenant, condition or provision herein contained, all the covenants, conditions and
provisions contained in this Order or in the Bonds being for the sole benefit of the District, the Paying
Agent/Registrar and the Registered Owners.
Section 15.4 Severability Clause. If any word, phrase, clause, sentence,paragraph, section or
other part of this Order, or the application thereof to any person or circumstance, shall ever be held to be
invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Order and the
application of such word,phrase,clause,sentence,paragraph,section or other part of this Order to any other
persons or circumstances shall not be affected thereby.
Section 15.5 Open Meeting. It is hereby officially found and determined that the meeting at
which this Order was adopted was open to the public, and public notice of the time,place and purpose of
said meeting was properly given, all as required by Chapter 551, Texas Government Code, and Section
49.063,Texas Water Code, as amended.
Section 15.6 Amendments. The District may,without the consent of or notice to any Registered
Owners of the Bonds,amend,change,or modify this Order as may be required(a)for the purpose of curing
any ambiguity,inconsistency,or formal defect or omission herein,or(b)in connection with any other change
which is not to the prejudice of the Registered Owners of the Bonds. Except for such amendments,changes,
or modifications, the District shall not amend, change, or modify this Order in any manner without the
consent of the Registered Owners of the Bonds.
Section 15.7 No Personal Liability. No recourse shall be had for payment of the principal of or
interest on any Bonds or for any claim based thereon, or on this Order,against any official or employee of
the District or any person executing any Bonds.
Section 15.8 Notice to Registered Owners. Except as may be otherwise provided in this Order
where this Order provides for notice to Registered Owners of any event, such notice shall be sufficiently
given(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to
each Registered Owner,at the address of such Registered Owner as it appears in the Register. Neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Registered Owner of
Bonds shall affect the sufficiency of such notice with respect to all other Registered Owners. Wherever this
Order provides for notice in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Registered Owners shall be filed with
the District,but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.
Section 15.9 District's Officers'Duties. The President,Vice President and Secretary of the Board
of Directors are authorized to do any and all things proper and necessary to carry out the intent of this Order.
35
ARTICLE XVI
EFFECTIVENESS
Section 16.1 Effectiveness. This Order shall take effect and be in force from and after its
passage and approval.
The remainder of this page intentionally left blank
36
PASSED AND APPROVED on this ,
President,Board of Directors
ATTEST:
Secretary,Board of Directors
(SEAL)
::ODM A\PCDOCS\Austin_I\17222 1\2
08292001
1002:19239-2
37
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31_4, (?-Z7 -C!
OFFICIAL NOTICE OF SALE 4
?APT
$1,950,000
THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT
(A Political Subdivision of the State of Texas Located in Williamson County,Texas)
COMBINATION UNLIMITED TAX AND REVENUE BONDS,SERIES 2001
Selling: .2001 at 12:00,Noon,C.D.T.
Bids Due by 11:30 A.M.,C.D.T.
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.
THE DISTRICT WILL DESIGNATE THE BONDS AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR FINANCIAL
INSTITUTIONS.
THE SALE
Bonds Offered for Sale at Competitive Bidding . . . The Meadows at Chandler Creek Municipal Utility District (the
"District")is offering for sale$1,950,000 Combination Unlimited Tax and Revenue Bonds,Series 2001 (the'Bonds").
Address of Bids/Bids Delivered in Person . . . Sealed bids, plainly marked "Bid for Bonds," should be addressed to the
Board of Directors of The Meadows at Chandler Creek Municipal Utility District,and if delivered in person,delivered at the
designated meeting place outside the boundaries of the District, at the offices of Winstead Sechrest & Minick P.C., 100
Congress,Suite 900,Austin,Texas,78701,by 11:30 a.m.,C.D.T.,on the date of the bid opening. All bids must be submitted
on the "Official Bid Form" without alteration or interlineation. Copies of the Official Bid Form accompany the Preliminary
Official Statement.
Bids by Telephone or Facsimile...Bidders that choose to exercise the telephone or facsimile bidding options MUST
SUBMIT SIGNED Official Bid Forms to Chris Lane, SAMCO Capital Markets, 6907 Capital of Texas Highwav, Suite 230
Austin, Texas 78731 and submit their bid by telephone or facsimile on the date of the sale. Any bids received by facsimile
will be attached to the signed Official Bid Form previously submitted.
Telephone bids will be accepted by Chris Lane at(512)457-4205, between 10:30 a.m. and 11:30 a.m., C.D.T.on the date of
sale.
Facsimile bids will be accepted at (512) 457-4250 between 10:30 a.m. and 11:30 a.m., C.D.T. on the date of sale to the
attention of Phil Haag or Chris Lane.
The District and SAMCO Capital Markets are not responsible if such facsimile or telephone numbers are busy or
malfunctioning which prevents a bid or bids from being submitted on a timely basis. The District and SAMCO Capital
Markets will not be responsible for submitting any bids received after the above deadlines. The District and SAMCO
Capital Markets assume no responsibility or liability with respect to any irregularities associated with the submission of bids if
the telephone or facsimile bid option is exercised.
Place and Time of Bid Opening . . . The Board will open and publicly read sealed bids for purchase of the Bonds at the
designated meeting place outside the boundaries of the District at the offices of Winstead Sechrest & Minick P.C., 100
Congress,Suite 900,Austin,Texas 78701 at 12:00 Noon,C.D.T.
Award of Bonds . . .The District will take action to award the Bonds or reject all bids promptly upon the opening of bids.
Upon awarding the Bonds,the District will also adopt the order authorizing issuance of the Bonds(the"Bond Order")and will
approve the Official Statement,which will be an amended form of the Preliminary Official Statement. Sale of the Bonds will
be made subject to the terms,conditions and provisions of the Bond Order to which Bond Order reference is hereby made for
all purposes.
EXHIBIT
"Bn
THE BONDS
Description of Bonds... The Bonds will be dated
on the
February 1, 2002, and semiannually thereafter on each August I and February ary I e(each nd eant`Inter sBPads will be payable,
m
ent Dat ") until
maturity or earlier redemption. The Bonds will be delivered to the Initial Purchaser as one Bond for eachmatur tyein fully
registered form, and may be exchanged for Bonds in the denomination of$5,000 or any integral multiple thereof. The initial
paying agent/registrar (the "Paying Agent") is
Payment of the principal and
semiannual interest, and transfer and exchange of Bonds shall be handled at the offices of the Paying Agent in
Principal and redemption price of the Bonds will be payable to the registered owner at maturity or earlier
redemption upon presentation and surrender of the Bonds to the Paying Agent. Interest on the Bonds will be payable by check
or draft, dated as of the Interest Payment Date, and mailed on or before each Interest Payment Date by the Paying Agent to
each registered owner of record as of the Record Date (as defined herein). The Bonds mature serially on February 1 in the
years and amounts shown below.
Principal Principal
Amount Year of Amount Year of
Maturing Maturitv Maturity Maturity
$50,000 2002 $85,000 2013(i)(ii)
45,000 2003 90,000 2014(i)(ii)
45,000 2004 95,000 20 l 5(i)(i i)
50,000 2005 100,000 2016(i)(ii)
55,000 2006(i)(ii) 110,000 2017(i)(ii)
55,000 2007(i)(ii) 115,000 2018(i)(ii)
60,000 2008(i)(ii) 125,000 2019(i)(ii)
65,000 2009(i)(ii) 130,000 2020(i)(ii)
70,000 2010(i)(ii) 140,000 2021(i)(ii)
75,000 2011(i)(ii) 150,000 2022(i)(ii)
80,000 2012(i)(ii) 160,000 2023(i)(ii)
(i) The District reserves the right to redeem prior to maturity those Bonds maturing on February I in each of the
years 2006 through 2023, both inclusive, in whole or from time to time in part on February l,'2005, or any date
thereafter, in integral multiples of$5,000 at a price of par plus accrued interest from the most recent Interest
Payment Date to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the particular
Bonds thereof shall be selected and designated by the District,and if less than all of the Bonds within a maturity
are redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Paying Agent by
lot.
(ii) Of such principal maturities set forth above,the bidder has the option to create term bonds as reflected on the bid
form.
Successor Paying Agents.—The Paying Agent may be removed from its duties as Paying Agent with or without cause by
action of the Board of Directors of the District upon thirty(30)days notice to be effective at such time which will not disrupt
orderly payment on the next principal or Interest Payment Date,but not such removal shall become effective until a successor
Paying Agent has accepted the duties of the Paying Agent by written instrument. Every Paying Agent appointed by the Board
of Directors must be a competent and legally qualified bank, trust company, financial institution or other agency qualified to
act as and perform the services as Paying Agent.
Source of Payment. . . The Bonds, when issued, will constitute valid and binding obligations of the District payable as to
principal and interest from the proceeds of a continuing,direct, annual ad valorem tax levied against taxable property located
within the District, without legal limitation as to rate or amount, and are further secured by a pledge of the Net Revenues of
the System,as described in the Official Statement.
Other Terms and Covenants...Other terms of the Bonds and various covenants of the District contained in the Bond Order
under which the Bonds are to be issued are described in the Preliminary Official Statement,to which reference is made for all
purposes.
CONDITIONS OF SALE
Types of Bids and Interest Rates . ..The Bonds will be sold in one block, on an all or none basis, and no bid of less than
97% of par value plus accrued interest to the date of delivery will be considered. Bidders must specify the rate or rates of
interest the Bonds will bear, but no bid which results in a net effective interest rate as calculated pursuant to Chapter 1204,
Texas Government Code,as amended(the IBA method),of more than_%will be considered. The difference between the
highest interest rate bid and the lowest interest rate bid shall not exceed 2%. Interest rates must be in multiples of I/3th or
1/20th of 1%. Any number of interest rates and rate changes may be named, but graduating or declining interest rates within a
maturity,split interest rates within a maturity,or supplemental or zero interest rates will not be acceptable.
Basis of Award...For the purpose of awarding the sale of the Bonds,the total interest cost of each bid will be computed by
determining, at the rate or rates specified, the total dollar value of all interest on the Bonds from the date thereof to their
respective maturities and adding thereto the dollar amount of the discount bid, if any,or deducting therefrom the premium bid,
if any. Subject to the right of the District to reject any or all bids,the Bonds will be awarded to the bidder whose bid,based on
the above computation,produces the lowest interest cost to the District. In the event of mathematical discrepancies between
the interest rates and the interest costs determined therefrom, as both appear on the "Official Bid Form," the bid will be
determined solely from the interest rates shown on the"Official Bid Form."
Good Faith Deposit...Each bid must be accompanied by a bank cashier's check payable to the order of"The Meadows at
Chandler Creek Municipal Utility District" in the amount of$39,000 which is 2%of the par value of the Bonds. The check
will be considered as a Good Faith Deposit, and the check of the successful bidder(the "Initial Purchaser")will be retained
un-cashed by the District until the Bonds are delivered. Upon payment for and delivery of the Bonds,the Good Faith Deposit
will be returned to the Initial Purchaser un-cashed. If the Initial Purchaser should fail or refuse to make payment for or accept
delivery of the Bonds in accordance with its bid, then the check will be cashed and accepted by the District as full and
complete liquidated damages. Such check may accompany the Official Bid Form or it may be submitted separately. If
submitted separately, it shall be made available to the District prior to the opening of the bids and shall be accompanied by
instructions from the bank on which it is drawn, which authorize its use as a Good Faith Deposit. The checks of the
unsuccessful bidders will be returned immediately after bids are opened and sale of the Bonds has been awarded.
Financial Advisor's Reservation of Rights...The District's Financial Advisor, SAMCO Capital Markets,has requested the
right to bid on the Bonds,and the District has given its consent.
OFFICIAL STATEMENT
By accepting the winning bid,the District agrees to the following representations and covenants to assist the Initial Purchaser
in complying with Rule 15c2-12 of the Securities and Exchange Commission("SEC").
Final Official Statement...The District has prepared the accompanying Preliminary Official Statement for dissemination to
potential purchasers of the Bonds, but will not prepare any other document or version for such purpose, except as described
below. The District will be responsible for completing the Official Statement by inserting the interest rates bid,the purchase
price bid,the ratings assigned to the Bonds(if not currently included)if applicable,the purchase of municipal bond insurance,
if any,the initial public offering yields as set forth in the Official Bid Form,or otherwise supplied by the Initial Purchaser,and
for preparing and inserting the final debt service schedule. The District does not intend to amend or supplement the Official
Statement otherwise, except to take into account certain subsequent events, if any, as described below. Accordingly, the
District deems the accompanying Preliminary Official Statement to be final as of its date, within the meaning of SEC Rule
15c2-12(6)(1),except for the omission of the foregoing items. By delivering the final Official Statement or any amendment or
supplement thereto in the requested quantity to the Initial Purchaser on or after the sale date,the District represents the same to
be complete as of such date, within the meaning of SEC Rule 15c2-12(e)(3). Notwithstanding the foregoing, the only
representations concerning the absence of material misstatements or omissions from the Official Statement which are or will
be made by the District are those described in the Official Statement under "OFFICIAL STATEMENT- Certification as to
Official Statement."
Changes to Official Statement During Underwriting Period.. . If, subsequent to the date of the Official Statement to and
including the date the Initial Purchaser is no longer required to provide an Official Statement to potential customers who
request the same pursuant to SEC Rule 15c2-12 (the earlier of(i) 90 days from the "end of the underwriting period" (as
defined in the Rule I5c2-12) and (ii) the time when the Official Statement is available to any person from a nationally
recognized repository but in no case less than 25 days after the "end of the underwriting period"), the District learns or is
notified by the Initial Purchaser of any adverse event which causes any of the key representations in the Official Statement to
be materially misleading, the District will promptly prepare and supply to the Initial Purchaser a supplement to the Official
Statement which corrects such representation to the reasonable satisfaction of the Initial Purchaser, unless the Initial Purchaser
elects to terminate its obligation to purchase the Bonds as described below. See "DELIVERY OF THE BONDS AND
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ACCOMPANYING DOCUMENTS— Delivery." The obligation of the District to update or change the Official Statement
will terminate when the District delivers the Bonds to the Initial Purchaser(the "end of the underwriting period" within the
meaning of the Rule 15c2-12),unless the Initial Purchaser provides written notice to the District that less than all of the Bonds
have been sold to ultimate customers on or before such date, in which case the obligation to update or change the Official
Statement will extend for an additional 25 days after all the Bonds have been sold to ultimate customers. In the event the
Initial Purchaser provides written notice to the District that less than all of the Bonds have been sold to ultimate customers,the
Initial Purchaser agrees to notify the District in writing following the occurrence of the "end of the underwriting period"as
defined in the Rule 15c2-12.
Delivery of Official Statements . . . The District will furnish to the Initial Purchaser (and to each other participating
underwriter of the Bonds, within the meaning of SEC Rule 15c2-12(a), designated by the Initial Purchaser), within seven(7)
business days after the sale date,the aggregate number of Official Statements requested but not in excess of 250 copies. The
District will also furnish to the Initial Purchaser a like number of any supplement or amendment prepared by the District for
dissemination to potential purchasers of the Bonds as described above as well as such additional copies of the Official
Statement or any supplement or amendment as the Initial Purchaser may request prior to the 90th day after the end of the
underwriting period referred to in SEC Rule 15c2-12(e)(2). The District will pay the expense of preparing up to 250 copies of
the Official Statement and all copies of any supplement or amendment issued on or before the delivery date, but the Initial
Purchaser must pay for all other copies of the Official Statement or any supplement or amendment thereto.
Rule G-36 Requirements . . . It is the responsibility of the Initial Purchaser to comply with the Municipal Securities Rule
Making Board's Rule G-36 within the required time frame. The Initial Purchaser must send two copies of the "Official
Statement"along with two complete Form G-36's to the appropriate address.
DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS
Delivery...The Bonds will be tendered to the Initial Purchaser as a single typewritten,photocopied or otherwise reproduced
bond for each maturity in fully registered form in the aggregate principal amount of $1,950,000 payable to the Initial
Purchaser or its representative as designated in the Official Bid Form, manually signed by the President and Secretary of the
Board of Directors, or executed by the facsimile signatures of the President and Secretary of the Board of Directors, and
approved by the Attorney General of the State of Texas and registered and manually signed by the Comptroller of Public
Accounts of the State of Texas. Initial delivery will be at the designated office for payment of the Paying Agent in
Payment for the Bonds must be made in immediately available funds for unconditional credit to the District,or as
otherwise directed by the District. The Initial Purchaser will be given six (6) business days' notice of the time fixed for
delivery of the Bonds. It is anticipated that initial delivery can be made on or about , and it is understood
and agreed that the Initial Purchaser will accept delivery and make payment for the Bonds not later than 10:00 a.m.,C.D.T.on
2001 or thereafter on the date the Bonds are tendered for delivery up to and including 2001. If for
any reason the District is unable to make delivery on or before 2001,then the District shall immediately contact
the Initial Purchaser and offer to allow the Initial Purchaser to extend his offer for an additional thirty(30)days. If the Initial
Purchaser does not elect to extend its offer within five (5) business days thereafter, then the Good Faith Deposit will be
retumed,and both the District and the Initial Purchaser shall be relieved of any further obligation.
Exchange for Definitive Bonds . . . The District shall provide definitive Bonds which shall be printed, lithographed,
engraved or produced by any combination of these methods. At any time following the initial delivery, the Paying Agent
shall,in the time and manner provided in the Bond Order,exchange the Initial Bond and deliver registered definitive Bonds in
denominations of$5,000 or any integral multiple thereof for any one maturity, in accordance with instructions received from
the Initial Purchaser as to the persons to whom such definitive Bonds are to be registered and transferred, the addresses of
such persons, and the principal amounts and maturities of such definitive Bonds; provided, however, should the Initial
Purchaser furnish to the Paying Agent such written instructions at least five (5) business days prior to the initial delivery on
forms to be provided by the Paying Agent, the Paying Agent shall exchange such definitive Bonds for the Initial Bond
immediately upon payment for and surrender for exchange of such Initial Bond by the Initial Purchaser. The Paying Agent
will not be required to accept registration instructions after the commencement of the five(5)day period.
CUSIP Numbers . . . It is anticipated that CUSIP identification numbers will be printed or otherwise reproduced on the
Bonds,but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause fo a
failure or refusal by the Initial Purchaser to accept delivery of and pay for the Bonds in accordance with the terms of this
Notice of Sale and the terms of the Official Bid Form. All expenses in relation to the printing of CUSIP numbers on the
Bonds shall be paid by the District. However, the CUSIP Service Bureau charge for the assignment of the numbers shall be
the responsibility of and shall be paid for by the Initial Purchaser.
Conditions to Delivery . . .The obligation of the Initial Purchaser to take up and pay for the Bonds is subject to the Initial
Purchaser's receipt of the legal opinion of the Attorney General of Texas and the legal opinion of Winstead Sechrest&Minick
P.C.,Austin,Texas, Bond Counsel for the District("Bond Counsel"),the no-litigation certificate,all described below,and the
non-occurrence of the events described below under "No Material Adverse Change." In addition, if the District fails to
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comply with its obligations under "OFFICIAL STATEMENT" above, the Initial Purchaser may terminate its contract to
purchase the Bonds by delivering written notice to the District within five(5)days thereafter.
Legal Opinions . . . The District will furnish the Initial Purchaser a transcript of certain proceedings held incident to the
authorization and issuance of the Bonds, including a certified copy or original 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,payable from the proceeds of an annual ad valorem tax levied,
without limit as to rate or amount, upon all taxable property within the District and from a pledge of and lien on certain net
revenues, if any, of the District's water, sanitary sewer and drainage system(the "System"). The District also will furnish the
legal opinion of Winstead Sechrest & Minick P.C., Bond Counsel, to the effect that, based upon an examination of such
transcript,(1)the Bonds are valid and legally binding obligations of the District payable from the sources and enforceable in
accordance with the terms and conditions described therein,except to the extent that the enforceability thereof may be affected
by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights or the exercise of
judicial discretion in accordance with general principles of equity,(2)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 net
revenues, if any,the District receives in connection with the System,and(3)pursuant to the Internal Revenue Code of 1986,
(the "Code") then in effect and existing law and assuming continuing compliance by the District with the provisions of the
Bond Order, the interest on the Bonds will be excludable from gross income, and will not be subject to the alternative
minimum tax on individuals for federal income tax purposes. The statutes,regulations, rulings,and court decisions on which
such opinion is based are subject to change. Neither the opinion of the Attorney General nor the opinion of Bond Counsel
will express any opinion or make any comment with respect to the sufficiency of the security for or the marketability of the
Bonds.
The opinion of Bond Counsel is expected to be reproduced on the back panel of the definitive Bonds over a certification by
the facsimile signature of the Secretary of the Board attesting that such reproduction is a true and correct copy of the original
opinion. The failure to print such legal opinion on any Bond shall not constitute cause for a failure or refusal by the Initial
Purchaser to accept delivery of and pay for the Bonds.
Certification of Issue Price. .. In order to provide the District with information required to enable it to comply with certain
conditions of the Internal Revenue Code of 1986, as amended, relating to the exemption of interest on the Bonds from the
gross income of their owners, the Initial Purchaser will be required to complete, execute, and deliver to the District (on or
before the date of delivery of the Bonds) a certification as to the "issue price" of the Bonds substantially in the form
accompanying this "Notice of Sale"of the Bonds. In the event the successful bidder will not re-offer the Bonds for sale or is
unable to sell a substantial amount of the Bonds of any maturity by the date of delivery,such certificate may be modified in a
manner approved by the District and Bond Counsel. Each bidder, by submitting its bid, agrees to complete, execute, and
deliver such a certificate by the date of delivery of the Bonds, if its bid is accepted by the District. It will be the responsibility
of the Initial Purchaser to institute such syndicate reporting requirements,to make such investigation,or otherwise to ascertain
the facts necessary to enable it to make such certification with reasonable certainty. Any questions concerning such
certification should be directed to Bond Counsel. In no event will the District fail to deliver the Bonds as a result of the Initial
Purchaser's inability to sell a substantial amount of the Bonds at a particular price prior to delivery.
Qualified Tax-Exempt Obligations for Financial Institutions . . . 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 an "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 $10,000,000 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.
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 tar-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 obligations
would not be"qualified tax-exempt obligations."
No Material Adverse Change . . . The obligations of the District to deliver the Bonds and of the Initial Purchaser to accept
delivery of and pay for the Bonds are subject to the condition that at the time of delivery of and receipt of payment for the
Bonds, there shall have been no material adverse change in the condition of the District from those set forth in or
contemplated by the"Preliminary Official Statement"as it may have been supplemented or amended through the date of sale.
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No-Liribation Certificate :. . On the date of delivery of the Bonds to the Initiai �'urchaser, the District will deliver to the
Initial Purchaser a certificate,as of the same date,to the effect that to the best of the District's knowledge no litigation of any
nature is pending or, to the best of the certifying officers' knowledge or belief, threatened against the District, contesting or
affecting the Bonds; restraining or enjoining the authorization, execution, or delivery of the Bonds; affecting the provision
made for the payment of or security for the Bonds; in any manner questioning the authority or proceedings for the issuance,
execution or delivery of the Bonds;or affecting the validity of the Bonds or the title of the present officers and directors of the
District.
CONTINUING DISCLOSURE AGREEMENT
The District will agree in the Bond Order to provide certain periodic information and notices of material events in accordance
with SEC Rule 15c2-12, as described in the Preliminary Official Statement under "CONTINUING DISCLOSURE OF
INFORMATION." The Initial Purchase's(s)or its(their)agent's obligation to accept and pay for the Bonds is conditioned
upon delivery to the Initial Purchaser of a certified copy of the Bond Order containing the agreement described under such
heading.
GENERAL CONSIDERATIONS
Future Registration . . . The Bonds are transferred, registered and exchanged only on the registration books of the Paying
Agent,and such registration shall be at the expense of the District though the District or Paying Agent may require payment by
an owner of the Bonds requesting a transfer or exchange of Bonds of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of any Bond. A Bond may be transferred or
exchanged upon surrender to the Paying Agent accompanied by a written instrument of transfer acceptable to the Paying
Agent duly executed by the registered owner thereof or his attorney duly authorized in writing. Upon surrender for transfer of
any Bond to the Paying Agent,the District shall execute and the Paying Agent shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Bonds of the same stated maturity and of any authorized
denomination,and of a like aggregate principal amount.
Record Date . . . The record date ("Record Date") for the interest payable on any Interest Payment Date means the 15th
calendar day of the month next preceding such Interest Payment Date.
Record Date for Bonds to be Redeemed .. .Neither the District nor the Paying Agent shall be required(1)to issue,transfer,
or exchange any Bond during the period commencing with the close of business on any Record Date and ending with the
opening of business on the next following principal on interest payment date, or (2) to transfer or exchange, in whole or in
part,any Bond or any portion thereof selected for redemption prior to maturity,within forty-five(45)calendar days prior to its
redemption date.
Investment Considerations. ..The Bonds involve certain investment considerations and all prospective bidders are urged to
examine carefully the Preliminary Official Statement with respect to the investment considerations associated with the Bonds.
Particular attention should be given to the information set forth therein under the caption "INVESTMENT
CONSIDERATIONS."
Rating . . . In connection with the sale of the Bonds, the District has made application to Standard& Poors Ratings Service
C'S&P")for a municipal bond rating and has received a" "rating.
Reservation of Rights . . . The District reserves the right to reject any and all bids and to waive any and all irregularities,
except time of filing.
Not an Offer to Sell. . .This Official Notice of Sale does not alone constitute an offer to sell the Bonds but is merely notice
of sale of the Bonds. The invitation for bids on the Bonds is being made by means of this Official Notice of Sale, the
Preliminary Official Statement and the Official Bid Form
Registration and Qualification Under Securities Laws . . . The offer and sale of the Bonds have not been registered or
qualified 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 jurisdiction in which the Bonds
may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for registration or
qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the
availability of any exemption from securities registration or qualification provisions.
By submission of a bid,the Initial Purchaser represents that its sale of the Bonds in states other than Texas will be made only
pursuant to exemptions from registration or qualification or,where necessary,the Initial Purchaser will register and qualify the
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Bonds in accordanpe with the securities laws of any jurisdiction ',tihich so requires. The District agrees to cooperate, at the
Initial Purchaser's written request and expense, in registering or qualifying the Bonds, or in obtaining exemption from
registration or qualification,in any state where such action is necessary,provided that the District shall not be required to file a
general or special consent to service of process in any jurisdiction.
Copies of Documents. . . Copies of the Official Notice of Sale, the Preliminary Official Statement, the Official Bid Form,
Audits, and the pro forma Bond Order may be obtained at the offices of SAMCO Capital Markets, 6907 Capital of Texas
Highway,Suite 230,Austin,Texas 78731,Financial Advisor to the District.
Douglas D.Eastwood,President
Board of Directors
The Meadows at Chandler Creek Municipal
Utility District
2001
Vii
OFFICIAL BID FORM
President and Board of Directors
The Meadows at Chandler Creek
Municipal Utility District
c/o Winstead Sechrest&Minick P.C.
100 Congress,Suite 900
Austin,Texas 78701
Directors:
We have read in detail the Official Notice of Sale and Preliminary Official Statement of The Meadows at Chandler Creek
Municipal Utility District(the "District") relating to its $1,950,000 Combination Unlimited Tax and Revenue Bonds, Series
2001 (the'Bonds"),which by reference are made a part hereof. We recognize the special investment considerations involved
in these securities, and have made such inspections and investigations as we deem necessary in order to evaluate the
investment quality of the Bonds. Accordingly, we offer to purchase the District's legally issued Bonds, upon the terms and
conditions set forth in the Bond Order, the Official Notice of Sale and the Preliminary Official Statement, for a cash price of
$ (which represents %of par value)plus accrued interest to the date of delivery
of the Bonds to us,provided such Bonds mature February I and bear interest in each year at the following rates:
Mandatory I
Mandatory
Maturity Interest Sinking Fund Maturity Interest Sinking Fund
(February 1) Amount Rate Installment (February 1) Amount Rate Installment
2002 $50,000 2013 (i)(ii) $85,000
2003 45,000 2014 (i)(ii) 90,000
2004 45,000 2015 (i)(ii) 95,000
2005 50,000 2016 (i)(ii) 100,000
2006 (i)(ii) 55,000 2017 (i)(ii) 110,000
2007 (i)(ii) 55,000 2018 (i)(ii) 115,000
2008 (i)(ii) 60,000 2019 (i)(ii) 125,000
2009 (i)(ii) 65,000 2020 (ix ii) 130,000
2010 (i)(ii) 70,000
2011 (i)(ii) 75,000 2021 (i)(ii) 140,000
2022 (i)(ii) 150,000
2012 (i)(ii) 80,000 2023 (i)(ii) 160,000
(i) The District reserves the right to redeem, prior to maturity, those Bonds maturing February 1, 2006 through
2023,both inclusive, in whole or from time to time in part on February 1,2005 and on any date thereafter at a
price of par plus accrued interest from the most recent interest payment date to the date fixed for redemption.
Of such principal maturities set forth above, we have created term bonds as indicated in the following table
(which may include multiple term bonds, one term bond, or no term bonds if none is indicated). For those
years, which have been combined into a term bond, the principal amount shown in the table above shall be
the mandatory sinking fund redemption amounts in such years. The term bonds created are as follows.
Term Bonds Year of
Maturity Date First Maturity Principal Amount Interest
(February 1) Redemption of Term Bonds Rate
Our calculation(which is not a part of this bid)of the interest cost from the above bid is:
TotalInterest Cost................................................................................... $
Plus: rash Discount............................................................................... $
NetInterest Cost...................................................................................... $
Net Effective Interest Rate......................................................................
The initial bonds shall be registered in the name of (syndicate manager). We will
advise the office for payment of in the Paying Agent,on forms to be provided by
the Paying Agent, of our registration instructions at least five (5) business days prior to the date set for initial delivery of
Bonds on the closing date. We will not ask the Paying Agent to accept any registration instructions after the five (5) day
period for delivery of Bonds on the closing date.
We are having maturities of the Bonds insured by at a premium of$
said premium to be paid by the Initial Purchaser. Any fees to be paid to the rating agencies as a result of such insurance will
be paid by the Initial Purchaser.
Cashier's Check No. , issued by Bank, ,Texas
and payable to your order in the amount of$39,000(is attached hereto)(has been made available to you prior to the opening
of this bid) as the Good Faith Deposit for disposition in accordance with the terms and conditions set forth in the Official
Notice of Sale. Should we fail or refuse to make payment for the Bonds in accordance with the terms and conditions of such
Official Notice of Sale,such check shall be cashed and the proceeds retained as complete liquidated damages against us. We
hereby represent that sale of the Bonds in states other than Texas will be made only pursuant to exemptions from registration
or qualification and that, where necessary,we will register or qualify the Bonds in accordance with the securities laws of the
states in which the Bonds are offered or sold.
The undersigned agrees to complete, execute, and deliver to the District, at least six (6) business days prior to the date of
delivery of the Bonds, a certificate relating to the "issue price" of the Bonds in the form and to the effect attached to or
accompanying the Official Notice of Sale, with such changes thereto as may be acceptable to the District. The undersigned
further agrees to provide in writing the initial reoffering prices and other terms, if any, to SAMCO Capital Markets by the
close of the next business day after the award.
(Syndicate members,if any) Respectfully submitted,
By:
Authorized Representative
Phone Number:
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby accepted by The Meadows at Chandler Creek Municipal Utility District this_day of
,2001.
ATTEST:
Secretary,Board of Directors President, Board of Directors
BOND YEARS
Interest Accrues From: 1,2001 Due: February I
Cumulative
Year Amount Bond Years Bond Years Year
2002 $50,000 20.83 20.83 2002
2003 45,000 63.75 84.58 2003
2004 45,000 108.75 193.33 2004
2005 50,000 170.83 364.16 2005
2006 55,000 242.92 607.08 2006
2007 55,000 297.92 905.00 2007
2008 60,000 385.00 1,290.00 2008
2009 65,000 482.08 1,772.08 2009
2010 70,000 589.17 2,361.25 2010
2011 75,000 706.25 3,067.50 2011
2012 80,000 833.33 3,900.83 2012
2013 85,000 970.42 4,871.25 2013
2014 90,000 1,117.50 5,988.75 2014
2015 95,000 1,274.58 7,263.33 2015
2016 100,000 1,441.67 8,705.00 2016
2017 110,000 1,695.83 10,400.83 2017
2018 115,000 1,887.92 12,288.75 2018
2019 125,000 2,177.08 14,465.83 2019
2020 130,000 2,394.17 16,860.00 2020
2021 140,000 2,718.83 19,578.33 2021
2022 150,000 3,062.50 22,640.83 2022
2023 160.000 3,426.67 26,067.50 2023
1.950.000
Total Bond Years:
Average Maturity: years
[The rest of this page intentionally left blank]
ISSUE PRICE CERTIFICATE
The undersigned hereby certifies with respect to the sale of The Meadows at Chandler Creek Municipal Utility District
Combination Unlimited Tax and Revenue Bonds, Series 2001 (the 'Bonds"), issued in the aggregate principal amount of
$1,950,000,as follows:
1. The undersigned is the underwriter ("Underwriter") or the manager("Manager") of the syndicate of underwriters
which has purchased the Bonds from The Meadows at Chandler Creek Municipal Utility District (the "Issuer") at
competitive sale.
2. The undersigned and/or one or more other members of the underwriting syndicate, if any, have made a bona fide
offering to the public of the Bonds of each maturity at the respective prices set forth below.
3. The first price during the initial offering(expressed as a"yield")of each maturity of the Bonds which a substantial
amount thereof(at least 10 percent of principal amount of each maturity of the Bonds)has been sold to the public is
as set forth below:
Offering Offering
Year of Principal Price Year of Principal Price
Maturitv Amount (%/Yield) Amount %/Yield
2002 $50,000 �'� Maturity
2013 $85,000
2003 45,000 2014 90,000
2004 45,000 2015 95,000
2005 50,000 2016 100,000
2006 55,000 2017 110,000
2007 55,000 2018 115,000
2008 60,000 2019 125,000
2009 65,000 2020 130,000
2010 70,000 2021 140,000
2011 75,000 2022 150,000
2012 80,000 2023 160,000
4. For purposes of this certificate,the term"public"does not include(a)the undersigned,(b)members of the syndicate, if
any,managed by the undersigned,or(c)any bondhouses, brokers,dealers,and similar persons or organizations acting
in the capacity of underwriters or wholesalers.
5. The offering prices described above reflect current market prices at the time of such sales.
6. If any or all of the obligations constituting the Bonds are to be guaranteed then the premium paid for such guarantee in
an amount equal to$ is a reasonable amount payable solely for the transfer of credit risk for the payment of
debt service on the Bonds and does not include any amount payable for a cost other than such guarantee,e.g., a credit
rating fee. The Underwriter has represented that the present value of the premium paid for the guarantee for each
obligation constituting the Bonds to which such premium is properly allocated and which are insured thereby is less
than the present value of the interest reasonably expected to be saved as a result of the insurance on each obligation
constituting the Bonds. The premium has been paid to a person which is not exempt from federal income taxation and
which is not a user or related to the user of any proceeds of the Bonds. In determining present value for this purpose,
the yield of the Bonds(determined with regard to the payment of the guarantee fee)has been used as the discount rate.
7. The undersigned understands that the statements made herein will be relied upon by the Issuer in its efforts to comply
with the conditions imposed by the Internal Revenue Code of 1986, as amended, and by Bond Counsel in rendering
their opinion that the interest on the Bonds is excludable from the gross income of the owners thereof.
EXECUTED AND DELIVERED this day of 11-001.
(Name of Underwriter or Manager)
By:
Title:
PRELIMINARY OFFICIAL STATEMENT DATED 2001
NEW ISSUE BOOK-ENTRY-ONLY Rating: It
See "MUNICIPAL BOND RATING AND INSURANCE" herein.
Delivery of the Bonds is subject to the opinion of Bond Counsel to the effect that interest on the Bonds will be excludable from gross income for federal income tar purposes
under existing law,subject to the matters described under"TAX MATTERS-Tac Exemption"herein including the alternative minimum tar on corporations. The District
will designate the Bonds as Qualified Tax-Exempt Obligations. See"TAX MATTERS-Qualified Tar-Exempt Obligations".
$1,950,000
THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT
(A Political Subdivision of the State of Texas Located in Williamson County,Texas)
COMBINATION UNLIMITED TAX AND REVENUE BONDS,SERIES 2001
Dated: 1,2001
Due: February 1,as shown below
Interest on the herein described bonds(the"Bonds")will accrue from 1,2001 and is payable February 1,2002 and each August 1 and Februan,
I (each an"Interest Payment Date"),thereafter until the earlier of maturity or redemption,and will be calculated on the basis of a 360-day year composed
of twelve 30-day months. The Bonds will be issued in fully registered form only, without coupons, in the denomination of$5,000 or any inter"ral
multiple thereof, and when issued, will be registered in the name of Cede& Co., as registered owner and nominee for The Depository Trust Company
(`DTC"),New York,New York,acting as securities depository for the Bonds until DTC resigns or is discharged. The Bonds initially will be available to
purchasers in book-entry form only. So long as Cede&Co.,as the nominee of DTC, is the registered owner of the Bonds,principal of and interest on the
Bonds will be payable by the paying agent to DTC,which will be solely responsible for making such payment to the beneficial owners of the Bonds. The
initial Paying Agent/Registrar for the Bonds is (the "Paying Agent"). 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 entity other than the District.
MATURITIES
(Due February 1)
Initial Initial
Principal Interest Reoffering Principal Interest
Reoffering
Amount Rate a Due Yield b Amount Rate a Due Yield b
$50,000 2002 $85,000
45,000 2003 2013 *
90,000 2014
45,000
2004 95,000 2015 *
5Q000 2005 100,000 2016 *
55,000 2006* 110,000 2017
55,000 2007* 115,000 *
2009*
60,000 2008, 2018
65,000 125,000 2019 *
13Q000
70,000 2010* 140,000 2020 *
*
75,000 2011 , 2021
80,000 * 150,000 2022 *
2012 160,000 2023 *
* Optional Redemption Provisions: The District reserves the right to redeem,prior to maturity,in integral multiples of$5,000,those Bonds maturing February I,2006 through
2023,both inclusive,in whole or from time to time in part,on February I,2005,and on any date thereafter at a price of par plus accrued interest from the most recent interest
payment date to the date fixed for redemption. The Bonds maturing February I,2006 through February 1,2023 may be subject to mandatory sinking fund redemption. See
'Tt1E BONDS-Redemption Provisions".
(a) After requesting competitive bids for purchase of the Bonds, the District has accepted the lowest bid to purchase the Bonds, bearing interest as shown, at a price of
of parplus accrued interest to the date of delivery,resulting in a net effective interest rate to the District of %.
(b) The initial reoffering yields indicated represent the lower of the yields resulting when priced to maturity or the first call date. The initial yields at which the
Bonds will be
priced will be established by and will be the sole responsibility of the Initial Purchaser(as herein defined). The yields may be changed at any time at the discretion of the
Initial Purchaser. Accrued interest from I,2001 to the date of delivery of the Bonds to the Initial Purchaser is to be added to the price.
The Bonds, when issued, will constitute valid and legally binding obligations of the District and will be payable from the proceeds of an annual ad
valorem tax, without legal limitation to rate or amount, levied against taxable property within the District and from a pledge of and lien on limited Net
Revenues(as defined in the Bond Order),if any,of the District's System(as defined in the Bond Order). See"THE BONDS-Source of Payment." THE
BONDS ARE SUBJECT TO SPECIAL INVESTMENT CONSIDERATIONS DESCRIBED HEREIN. Bond purchasers are encouraged to read this
entire Oficial Statement prior to making an investment decision,including particularly the section titled"INVESTMENT CONSIDERATIONS."
The Bonds are offered by the Initial Purchaser subject to prior sale, when, as and if issued by the District and accepted by the Initial Purchaser. subject.
among other things to the approval of the Initial Bond by the Attorney General of Texas and the approval of certain legal matters by Winstead Sechrest
Minick P.C.,Austin.Texas,Bond Counsel.Delivery of the Bond is expected on or about 1001,in Austin,Texas.
Selling: 2001 at C.D.T.
at 100 Congress,Suite 900,Austin Texas 78701
Bids Due by AM, C.D.T.
TABLE OF CONTENTS
USE OF INFORMATION IN OFFICIAL STATEMENT.................. 3 Current Investments.................... 2
................................ 3 Estimated Overlapping Debt Statement....................................32
SALE AND DISTRIBUTION OF THE BONDS
Award of the Bonds..................................................................... 3 Overlapping Taxes for 2000.......................................................33
Prices and MarketabilityTAX DATA.......................
.... ................................ 3 Classification of Assessed Valuation..............................
Securities Laws............................................................................ 4 ............33
Tax Collectionss.........................................................................33
Municipal Bond Rating and Insurance......................................... 4
OFFICIAL STATEMENT SUMMARY............................................. 5 District Tax Rates.........................
Tax Rate Limitation....................................
THE DISTRICT................ ............................34
................................................................ 5 Maintenance Tax..............................
THE BONDS.................... .........................................34
...................... 6 Principal Taxpayers................................. . . ... . ..
INVESTMENT CONSIDERATIONS................................................. 7
.......... 8 Tax Adequacy for Debt Service... ................. .. .. .......34
SELECTED FINANCIALINFORMATION...........................
..........................................._....34
INTRODUCTION....
Debt Service Fund Management Index........................................35
.........._.. 9 TAXING PROCEDURES.........................._..................................
THEBONDS...................................................................................... 9 ��
Authority to Lew Taxes............................................................35
General Description..................................................................... 9
Redemption Provisions.................................................................9 Property Tax Code and County-Wide Appraisal District.............35
Termination of Book-Entry-Only System..................._......... Property Subject to Taxation by the District................................35
10 Valuation of Property for Taxation................................. ....36
Source of Payment.................................. ..........
................................. I 1 District and Taxpayer Remedies..................................................37
Payment Record............................................... I I Levy and Collection of Taxes.....................................
..........................
Funds..........................................................................................]1 37
Districts'Rights in the Event of Tax Delinquencies.....................37
Authority for Issuance............................................................... 12 LEGAL MATTERS............................
Registration and Transfer..................................... 37
12 Legal Proceedings.......................................................................37
Replacement of Paying Agent....................................................12 No Material Adverse Change........................................
Lost,Stolen or Destroyed Bonds.................. '8
13 No-Litigation Certificate................ ................38
Issuance of Additional Debt............................... "'�""""............."
.......................13 TAX MATTERS.................................................................................38
Consolidation..............................................................................13
Tax Exemption................................................ ............38
Remedies in Event of Default......................... "' """""
�� �- � 13 Federal Income Tax Accounting Treatment
Legal Investment and Eligibility to Secure of Discount and Premium Bonds....
Public Funds in Texas..............................................................14 ............39
Collateral Federal Income Tax Consequences.............................40
Defeasance..................................................................................14
State,Local,and Foreign Taxes................................. ....4I
Specific Tax Covenants............................. "-"'-
14 Qualified Tax-Exempt Obligations..............................................41
Additional Covenants.................................................................14 CONTINUING DISCLOSURE OF INFORMATION........................41
Amendments to the Bond Order................................ ..........15 Annual Reports.....................................
Alteration of Boundaries.......................... ........................................41
...........15 Material Event Notices................. ...................42
Approval of Bonds................................... ....................
•...................15 Availability of Information from NRMSIRs and SID....................42
BOOK-ENTRY-ONLY SYSTEM.....................................................15 Limitations and Amendments...............................
EXTRATERRITORIAL JURISDICTION AND ANNEXATION..... 16 Compliance with Prior Undertakings.......................................... 42
USE AND DISTRIBUTION OF BOND PROCEEDS...................... 17 FINANCIAL ADVISOR.............. .
INVESTMENT CONSIDERATIONS................................................18 43
OFFICIAL STATEMENT............................................. 43
....................
General.................................................................................18 Preparation...............
Factors Attecting Taxable Values and Tax Payments................18
Y Experts................................. 43
.................... .. . ...............43
Tax Collections and Foreclosure Remedies................................19 Updating the Official Statement During. ... ...............
Registered Owners'Remedies.............. Underwriting Period.................
Bankruptcy Limitation to Registered Owners'Rights.................19 43
8 Certification as to Official Statement.....................................__...44
The Effect of Financial Institutions Act of 1989 OtTicial Statement"Deemed Final......................
on Tax Collections of the District............................... "" "' '44
.20 PHOTOGRAPHS-
Marketability................................................................20 APPENDIX A-Audited Financial Statements
Continuing Compliance with Certain Covenants.......................20 APPENDIX B-Bond Counsel Opinion
FutureDebt..................................... .......................21
.....................
Approval of Bonds.........................
DISTRICTMAP............................................................................... 22
THE DISTRICT........... ..............
................... ... 23
................................
General......................................
Location............................. .......23
.................................................
Management of the District.................... .23
...................................
Historical and Current Status of Development.......................... 24
Future Development..................-.............................................. 26
Annexation of the District........................................................ 26
DEVELOPERS/LANDOWNERS.......................................
Role of Developers/Landowners............................................. 26
Description of the Developers/Landowners.. -- ... -_.......... 27
Aericultural Waiver...................................... ..........27
...................
Utility Construction Agreements............................................... 27
THESYSTEM........................................ ................- 28
........................
General .................................................................................... 28
WaterSystem..............................................................................28
Wastewater System............. .......... _.................................... 28
DrainageSystem....................................................................... 28
100-year Flood Plain........................... '1
..3
Future Debt. ...........
Water and Wastewater Operations..................................._.......29
PROJECTED DEBT SERVICE REQUIREMENTS......................... 30
FINANCIAL STATEMENT............................................................ 31
Assessed Value................. ...
............. 31
.....................
Combination Unlimited Tax and Revenue Bonds
Authorized but Unissued....................................................... 31
OutstandingBonds_.................._.......................................... 31
Cash and Investment Balances........................._....................... 31
Investment Authority and Investment Practices
oftheDistrict..........._...................................................... 32
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.
This Official Statement does not alone constitute, and is not authorized by the District for use in connection with, an
offer to sell or the solicitation of any 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, records, and engineering and other related reports set forth in
the 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 SAMCO Capital Markets for further information.
This Official Statement contains, in part, estimates, assumptions and matters of opinion which are not intended as
statements of fact, and no representation is made as to the correctness of such estimates, assumptions, or matters of
opinion, or as to the likelihood that they will be realized. Any information and expressions of opinion herein
contained are subject to change without notice, and neither the delivery of this "Official Statement" nor any sale
made hereunder shall, under any circumstances,create any implication that there has been no change in the affairs of
the District or the 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, other matters described in the "Official Statement" until
delivery of the Bonds to the Initial Purchaser and thereafter only as specified in "OFFICIAL STATEMENT -
Updating the Official Statement During Underwriting Period" and "CONTINUING DISCLOSURE OF
INFORMATION."
SALE AND DISTRIBUTION OF THE BONDS
Award of the Bonds
After requesting competitive bids for the Bonds, the District has accepted the bid of (the
"Initial Purchaser") to purchase the Bonds at the interest rates shown on page 1 of this Official Statement at a price of
%of par plus accrued interest to date of delivery. No assurance can be given that any trading market will be
developed for the Bonds after their sale by the District to the Initial Purchaser. The District has no control over the price
at which the Bonds are subsequently sold, and the initial yields at which the Bonds are priced and reoffered are
established by and are the sole responsibility of the Initial Purchaser.
Prices and Marketability
The delivery of the Bonds is conditioned upon the receipt by the District of a certificate executed and delivered by
the Initial Purchaser on or before the date of delivery of the Bonds stating the prices at which a substantial amount of
the Bonds of each maturity has been sold to the public. For this purpose, the term "public" shall not include any
person who is a bond house, broker or similar person acting in the capacity of underwriter or wholesaler. Otherwise,
the District has no understanding with the Initial Purchaser regarding the reoffering yields or prices of the Bonds.
Information concerning reoffering yields or prices is the responsibility of the Initial Purchaser.
The prices and other terms with respect to the offering and sale of the Bonds may be changed from time-to time by
the Initial Purchaser 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 Initial Purchaser may over-allot or effect transactions which stabilize or maintain
the market prices or the Bonds at levels above those which might otherwise prevail in the open market. Such
stabilizing, if commenced, may be discontinued at any time.
The District has no control over trading of the Bonds in the secondary market. Moreover, there is no guarantee that
a secondary market will be made in the Bonds. In such a secondary market,the difference between the bid and asked
price of utility district bonds may be greater than the difference between the bid and asked price of bonds of
comparable maturity and quality issued by more traditional municipal entities, as bonds of such entities are more
3
generally bought,sold or traded in the secondary market.
Securities Laws
No registration statement relating to the offer and sale of the Bonds has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder.
The Bonds have not been registered or qualified under the Securities Act of Texas in reliance upon various
exemptions contained therein; nor have the Bonds been registered or qualified under the securities laws of any other
jurisdiction. The District assumes no responsibility for registration 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.
MUNICIPAL BOND RATINGS AND INSURANCE
In connection with the sale of the Bonds, the District has made application to Standard & Poor's Rating Service ("S
& P") for a municipal bond rating and has received a " " rating. The District has made application for a guaranty
insurance policy insuring the timely payment of the principal of and interest on the Bonds. The premium for such
insurance, if used, will be paid by the Initial Purchaser. "S&P" has assigned a rating of " " to the Bonds as a
result of a guaranty insurance policy insuring the timely payment of principal of and interest on the Bonds to be
issued by ,simultaneously with the delivery of the Bonds.
An explanation of the significance of a rating may be obtained from the company furnishing the rating. The rating
reflects only the respective view of such organization, and the District makes no representation as to the
appropriateness of the rating. There is no assurance that such rating will continue for any given period of time or
that it will not be revised downward or withdrawn entirely by such rating company, if, in the judgment of such
company circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse
effect on the market price of the Bonds.
4
OFFICIAL STATEMENT SUMMARY
The following material is qualified in its entirety by the more detailed information and financial statements appearing
elsewhere in this Official Statement. The offering of the Bonds to potential investors is made only by means of this
entire Official Statement. No person is authorized to detach this summary from this Official Statement or to
otherwise use it without the entire Official Statement.
THE DISTRICT
The Issuer................................. The Meadows at Chandler Creek Municipal Utility District (the "District"), is a
Political subdivision of the State of Texas, as authorized by Article XVI, Section
59 of the Texas Constitution. The District was created in 1985 by the Texas Water
Commission, predecessor to the Texas Natural Resource Conservation
Commission ("TNRCC"), and operates pursuant to Chapters 49 and 54 of the
Texas Water Code, as amended. The District was created to provide water,
wastewater and storm drainage services to the approximately 531 acres within its
boundaries, all of which lies within Williamson County, Texas. See "THE
DISTRICT—General."
Location.................................... The District, which encompasses approximately 531 acres of land, is located in
south central Williamson County and lies approximately 25 miles north of the City
of Austin's central business district and approximately 3 miles northeast of the City
of Round Rock's central business district. The District lies entirely within the
extraterritorial jurisdiction of the City of Round Rock, Texas and wholly within the
boundaries of the Round Rock Independent School District. See "THE
DISTRICT."
Developers/Landowners.......... The active developers within the District are Lennar Homes, KB Homes, and
Kimball Hill Homes, which companies are also building homes in the District. In
addition, approximately 14 acres are owned by Centex Senior Services
Corporation, which are ultimately expected to be developed as additional phases of
an existing retirement center; and approximately 21 acres are owned by Chandler
Creek Investment Limited Partnership. See "DEVELOPERS/LANDOWNERS"
and"THE DISTRICT"—Historical and Current Status of Development.
Development within
The District............................. Of the approximately 531 acres within the District, approximately 439 acres are
developable under current land development regulations. As of July 31, 2001,
utility facilities have been constructed, or are currently under construction, to serve
approximately 91% of the District. Development includes 770 completed single
family homes, 130 homes under construction, and approximately 363 vacant
developed single family lots. In addition to the single-family development, the
development includes a 28 bed retirement center, a five acre park and approximate
12 acre elementary school site. The District currently includes approximately 45
remaining undeveloped by developable acres. See "THE DISTRICT — Historical
and Current Status of Development."
Homebuilders........................... Homebuilders active within the District include Lennar Homes, KB Homes and
Kimball Hill Homes. Homes currently under construction within the District range
in price from $110,000 to $200,000. See "THE DISTRICT — Historical and
Current Status of Development."
5
THE BONDS
Description............................... The Bonds in the aggregate principal amount of$1,950,000 maturing and as
annually in
varying amounts on February 1 of each year from 2002 through
tern bonds which mature February 1, February h and
February 1, . Interest accrues from 1, 2001 at the rates per
annum set forth on the cover page hereof and is payable February 1,2002 and each
August I and February 1 thereafter until maturity or earlier redemption. The Bonds
are offered in fully registered form in integral multiples of $5,000 for any one
maturity. See "THE BONDS—General Description."
Redemption.............................. Bonds maturing in the years 2007 through 2023, inclusive, are subject to
redemption, in whole or from time to time in part, at the option of the District on
February 1, 2006, and on any interest payment date thereafter at par plus accrued
interest from the most recent interest payment date to the date of redemption. The
Bonds maturing February 1, and February 1, are also subject to
mandatory sinking fund redemption. See "THE BONDS — Redemption
Provisions".
Source of Payment.................... Principal 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 a lien on the Net
Revenues (hereinafter defined), if any, of the District's System (hereinafter
defined). The Bonds are obligations solely of the The Meadows at Chandler
Creek Municipal Utility District and are not obligations of the State of Texas;
Williamson County, Texas; the City of Round Rock, Texas or any other
political subdivision or entity other than the District. See "THE BONDS -
Source of Payment."
Payment Record........................ The District has never defaulted in the timely payment of principal or interest on its
previously issued bonds. See "FINANCIAL STATEMENT-Outstanding Bonds."
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
Chapters 49 and 54 of the Texas Water Code, as amended, an order of the Texas
Natural Resource Conservation Commission, and pursuant to an order (the "Bond
Order") adopted by the Board of Directors of the District. See "THE BONDS -
Authority for Issuance."
Use of Proceeds........................ The proceeds of the Bonds will be used to acquire (i) water, wastewater and
drainage lines to serve The Meadows at Chandler Creek Sections, 6A, 613, 7A, 7B,
and 24; (ii) to finance certain engineering costs; (iii) to finance certain wastewater
costs; and (iv)to acquire a 16" water trunkline. In addition, proceeds of the Bonds
will be used to pay certain costs associated with the issuance of the Bonds. See
"USE AND DISTRIBUTION OF BOND PROCEEDS."
Bonds Authorized But
Unissued................................ The Bonds are the third installment of$13,000,000 bonds authorized at an election
held within the District on July 13, 1985. After the sale of the Bonds, $7,190,000
bonds will remain authorized but unissued. See `FINANCIAL STATEMENT —
Combination Unlimited Tax and Revenue Bonds Authorized but Unissued."
Municipal Bond Ratings
and Insurance....... In connection with the sale of the Bonds, the District has made application to
Standard & Poor's Rating Service for a municipal bond rating and has received a
rating. An application has been made for a commitment for municipal bond
guaranty insurance on the Bonds. See "MUNICIPAL BOND RATINGS AND
INSURANCE."
6
Qualified Tax-Exempt
Obligations............................. The District is expected to designate the Bonds as "qualified tax-exempt
obligations" pursuant to section 265(b) of the Internal Revenue Code of 1986, as
amended, and will represent that the total amount of tax-exempt bonds (including
the Bonds) issued by it during calendar year 2001 is not reasonably expected to
exceed $10,000,000. See "LEGAL MATTERS - Qualified Tax-Exempt
Obligations".
Bond&General Counsel.......... Winstead Sechrest& Minick P.C.,Austin, Texas.
Disclosure Counsel................... Coats, Rose, Yale, Ryman& Lee, P.C., Houston,Texas.
Financial Advisor..................... SAMCO Capital Markets,Austin, Texas.
District Engineer....................... Gray Jansing&Associates, Inc.,Austin, Texas.
INVESTMENT CONSIDERATIONS
The purchase and ownership of the Bonds involve certain investment considerations, and all prospective purchasers
are urged to examine carefully the Official Statement, including particularly the section captioned "INVESTMENT
CONSIDERATIONS,"with respect to the investment security of the Bonds and other factors described therein.
7
SELECTED FINANCIAL INFORMATION
(Unaudited as of )
2001 Assessed Valuation(100%of estimated market value).......................................................... $95,114,756 (a)
Gross Debt Outstanding(after issuance of the Bonds)......................................................................$ 4,980,000 (b)
Ratio of Gross Debt to 2001 Assessed Valuation............................................................................ 5.24%
2000 Tax Rate
DebtService..........................................................................................................$0.5877
Maintenance& Operation.............. ...............................$0.1555
........................................
Total................................................................................................................. .... $0.7432 (c)
Debt Service Fund Balance as of August 21,2001 ........................................................................ $427,006 (d)
Average percentage of current tax collections-Tax Years 1993/2000.......................................... 99.01%
Average percentage of total tax collections-Tax Years 1993/2000.............................................. 99.80%
Projected Average Annual Debt Service Requirement(2003/2008)of the
Bonds and the Outstanding Bonds("Projected Average Requirement")........................... $564,438
Tax rate required to pay Projected Average Requirement based upon
2001 Assessed Valuation at 95%collections.................................................................... $0.63/$100 A.V.
Projected Maximum Annual Debt Service Requirement(2005)of the
Bonds and the Outstanding Bonds ("Projected Maximum Requirement")........................ $566,385
Tax rate required to pay Projected Maximum Requirement based upon
2001 Assessed Valuation at 95%collections.................................................................... $0.63/$100 A.V.
Number of active single family connections as of July 31,2001.................................................... 830 (e)
Estimated population as of July 31,2001....................................................................................... 2,905 (f)
(a) Includes$93,598,860 Certified Taxable Value within the District on January I,2001 by Williamson County Appraisal District('WCAD")
plus an additional$1,515,896,which is the WCAD's estimate of value under protest that will be added if the taxpayer wins their protest.
The 2001 tar rate is being levied and set on a total Certified Net Taxable Value of$95,114,756. See"TAXING PROCEDURES."
(b) Includes the Bonds. See"FINANCIAL STATEMENT—Outstanding Bonds."
(c) In its order authorizing issuance of the Bonds,the TNRCC directed that the District levy a tax rate for debt service purposes of no less than
$0.56 per$100 valuation for 2001.
(d) Neither Texas Law nor the Bond Order requires that the District maintain any particular sum in the Debt Service Fund.
(e) Includes builder connections.
(0 Based on 3.5 residents per completed single family connection.
R
OFFICIAL STATEMENT
relating to
$1,950,000
THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT
(A Political Subdivision of the State of Texas Located in Williamson County,Texas)
Combination Unlimited Tax and Revenue Bonds,Series 2001
INTRODUCTION
This Official Statement provides certain information in connection with the issuance by The Meadows at Chandler
Creek Municipal Utility District(the "District")of its $1,950,000 Combination Unlimited Tax and Revenue Bonds,
Series 2001 (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 Chapters 49 and 54 of the Texas Water Code, as amended, pursuant to an order (the "Order")
adopted by the Board of Directors of the District on the date of the sale of the Bonds, and pursuant an approving
order of the Texas Natural Resource Conservation Commission(the"TNRCC").
Unless otherwise indicated, capitalized terms used in this Official Statement have the same meaning assigned to such
terms in the Bond Order.
Included in this Official Statement are descriptions of the Bonds and certain information about the District and its
finances. ALL DESCRIPTIONS OF DOCUMENTS CONTAINED HEREIN ARE SUMMARIES ONLY AND
ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO EACH SUCH DOCUMENT. Copies of such
documents may be obtained from the District at Winstead Sechrest& Minick P.C., 100 Congress Avenue, Suite 900,
Austin, Texas 78701 or during the offering period from the District's Financial Advisor, SAMCO Capital Markets,
Attn: Christina M. Lane, 6907 Capital of Texas Highway, Suite 230, Austin, Texas 78731 upon payment of
reasonable copying,mailing and handling charges.
General Description THE BONDS
The $1,950,000 The Meadows at Chandler Creek Municipal Utility District Combination Unlimited Tax and
Revenue Bonds, Series 2001 will bear interest from and will mature on February 1 of the years and in
the principal amounts, and will bear interest at the rates per annum, set forth on the cover page hereof. Interest on
the Bonds will be paid on February 1, 2002 and August I and February Keach an "Interest Payment Date")
thereafter until maturity or earlier redemption and will be calculated on the basis of a 360-day year composed of
twelve 30-day months. The Bonds will be issued in fully registered form only, without coupons, in the denomination
of$5,000 or any integral multiple thereof, and when issued, will be registered in the name of Cede & Co., as
registered owner and nominee for The Depository Trust Company ("DTC"), New York, New York, acting as
securities depository for the Bonds until DTC resigns or is discharged. The Bonds initially will be available to
purchasers in book-entry form only. So long as Cede & Co., as the nominee of DTC, is the registered owner of the
Bonds, principal of and interest on the Bonds will be payable by the paying agent to DTC, which will be solely
responsible for making such payment to the beneficial owners of the Bonds. The intitial paying agent/registrar for
the Bonds is ("Paying Agent").
Redemption Provisions
Optional Rerle►nption...The Bonds maturing on and after February 1, 2007, are subject to redemption prior to
maturity at the option of the District, in whole or from time to time in part, on February 1, 2006, or on any date
thereafter, at a redemption price equal to the principal amount thereof plus accrued interest from the most recent
payment date to the date fixed for redemption.
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Mandatory Sinking Fund Redemption...to addition to being subject to optional redemption, as provided above, the
Bonds maturing February 1, and February 1, are subject to mandatory sinking
to maturity in the following amounts, on the following dates and at a price of par plus acc ed rote est to the
redemption date from amounts required to be deposited in the Debt Service Fund:
Bonds Maturing February 1,
Bonds Maturing February t,
Mandatory Principal Mandatory Principal
Redemption Date Amount Redemption Date Amount
The principal amount of the Bonds required to be redeemed pursuant to the operation of the mandatory sinking fund
redemption provisions shall be reduced, at the option of the District, by the principal amount of any Bonds of the
stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the
District, at a price not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent for cancellation, (2) shall have been purchased and cancelled by the
Paying Agent at the request of the District, with monies in the Debt Service Fund at a price not exceeding the
principal amount of the Bonds plus accrued interest to the date of purchase thereof, or(3) shall have been redeemed
pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund
redemption requirement.
Notice of Redemption...At least 30 calendar days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity a written notice of such redemption shall be published once in a financial journal or
publication of general circulation in the City of New York, New York or in the City of Austin, Texas. Notice shall
also be sent by the Paying Agent by United State mail, first-class postage prepaid, at least 30 calendar days prior to
the date fixed for redemption, to the registered owner of each Bond to be redeemed at its address as it appeared on
the 45`h calendar day prior to such redemption date and to major securities depositories and bond information
services.
The Bonds of a denomination larger than $5,000 may be redeemed in part ($5,000 or any multiple thereof). Any
Bond to be partially redeemed must be surrendered in exchange for one or more new Bonds of the same maturity for
the unredeemed portion of the principal of the Bonds so surrendered. In the event of redemption of less than all of
the Bonds, the particular Bonds to be redeemed shall be selected by the District, if less than all of the Bonds of a
particular maturity are to be redeemed, the Paying
redeemed by lot. Agent is required to select the Bonds of such maturity to be
Termination of Book-Entry-Only System
The Bonds are subject to the book-entry-only system administered by DTC. See "BOOK-ENTRY-ONLY
SYSTEM." In the event that the book-entry-only system is discontinued by DTC or the District, the following
provisions will be applicable to the Bonds.
Payment ...Principal of the Bonds will be payable at maturity to the registered owners as shown by the registration
books maintained by the Paying Agent upon presentation and surrender of the Bonds to the Paying Agent at the
designated office for payment of the Paying Agent in Texas (the "Designated Payment/Transfer Office").
Interest on the Bonds will be payable by check or draft, dated as of the applicable interest payment date, sent by the
Paying Agent by United States mail, first class, postage prepaid, to the registered owners at their respective addresses
shown on such records, or by such other method acceptable to the Paying Agent requested by a registered owner at the
risk and expense of such registered owner. If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent is located are required or authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day
on which banking institutions are required or authorized to close, and payment on such date shall for all purposes be
deemed to have been made on the original date payment was due.
Registration... If the book-entry-only system is discontinued, the Bonds may be transferred and re-registered on the
registration books of the Paying Agent only upon presentation and surrender thereof to the Paying Agent at the
Designated Payment/Transfer Office. A Bond also may be exchanged for a Bond or Bonds of like maturity and
interest and having a like aggregate principal amount or maturity amount, as the case may be, upon presentation and
10
surrender at the Designated Payment�Transfer Office. All Bonds surrendered for transfer or exchange must be
endorsed for assignment by the execution by the registered owner or his duly authorized agent of an assignment form
on the Bonds or other instruction of transfer acceptable to the Paying Agent. Transfer and exchange for Bonds will
be without expense or service charged to the registered owner, except for any tax or other governmental charges
required to be paid with respect to such transfer or exchange. A new Bond or Bonds, in lieu of the Bond being
transferred or exchanged, will be delivered by the Paying Agent to the registered owner, at the Designated
Payment/Transfer Office of the Paying Agent or by United States mail, first-class, postage prepaid. To the extend
possible, new Bonds issued in an exchange or transfer of Bonds will be delivered to the registered owner not more
than three (3) business days after the receipt of the Bonds to be canceled in the exchange or transfer in the
denominations of$5,000 or any integral multiple thereof.
Limitation on Transfer of Bonds...Neither the District nor the Paying Agent shall be required to make any transfer,
conversion or exchange to an assignee of the registered owner of the Bonds(i)during the period commencing on the
close of business on the 15''' calendar day of the month preceding each Interest Payment Date (the "Record Date")
and ending with the opening of business on the next following principal or Interest Payment Date, or(ii)with respect
to any Bond called for redemption, in whole or in part, within forty-five (45) days of the date fixed for redemption;
provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of the
uncalled balance of a Bond.
Replacement Bonds...If a Bond is mutilated, the Paying Agent will provide a replacement Bond in exchange for the
mutilated Bond. If a Bond is destroyed, lost or stolen, the Paying Agent will provide a replacement Bond upon (i)
the filing by the registered owner with the Paying Agent of evidence satisfactory to the Paying Agent of the
destruction, loss or theft of the Bond and the authenticity of the registered owner's ownership, and(ii)the furnishing
to the Paying Agent of indemnification in an amount satisfactory to hold the District and the Paying Agent harmless.
All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a
replacement Bond must be borne by the registered owner. The provisions of the Bond Order relating to the
replacement Bonds are exclusive and to the extent lawful, preclude all other rights and remedies with respect to the
replacement and payment of mutilated, destroyed, lost or stolen Bonds.
Source of Payment
While the Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, the District
covenants to levy and annually assess and collect in due time, form and manner, and at the same time as other
District taxes are assessed, levied and collected, in eachyear, beginning with the current year, a continuing direct
annual ad valorem tax, without legal limit as to rate or amount, upon all taxable property in the District sufficient to
pay the interest on the Bonds as the same becomes due and to pay each installment of the principal of the Bonds as
the same matures, with full allowance being made for delinquencies and cost of collection. In the Bond Order, the
District covenants that said taxes are irrevocably pledged to the payment of the interest and principal of the Bonds,
together with the bonds previously issued and outstanding and to no other purpose. The Bonds are further payable
from and secured by a pledge of and a lien on certain net revenues ("Net Revenues"), if any, of the District's
waterworks, sanitary sewer and drainage system (the "System"). The Bonds are obligations of the District and are
not the obligations of the State of Texas; Williamson County, Texas; the City of Round Rock, Texas; or any other
political subdivision or any entity other than the District.
Payment Record
The District has previously issued $2,450,000 Combination Unlimited Tax and Revenue Bonds, Series 1987,
$2,124,995.80 Combination Unlimited Tax and Revenue Refunding Bonds, Series 1994, and $1,410,000
Combination Unlimited Tax and Revenue Bonds, Series 1999. There has been no default by the District in payment
of principal of or interest on such bonds. $3,030,000 (Series 1994 and 1999) in principal amount of such bonds
remain outstanding(collectively, the"Outstanding Bonds").
Funds
In the Bond Order, the Debt Service Fund is created and established, and the proceeds from all taxes levied, assessed
and collected for and on account of the Bonds authorized by the Bond Order shall be deposited, as collected, in such
fund.
Upon the receipt by the District of the purchase price for the Bonds, the accrued interest on the Bonds shall be
11
deposited in to thr Debt Service Fund upon receipt. The remaining proceeds of sale of the Bonds, including interest
earnings thereon,shall be deposited into the Capital Projects Fund, to be used for the purposes described in the Bond
Order. Any monies remaining in the Capital Projects Fund after completion of construction of the entire System will
be transferred to the Debt Service Fund. See "USE AND DISTRIBUTION OF BOND PROCEEDS" for a more
complete description of the use of Bond proceeds and the projects related thereto.
Authority for Issuance
At a bond election held within the District on July 13, 1985, the voters of the District authorized the issuance of
$13,000,000 principal amount of unlimited tax and revenue bonds. See"Issuance of Additional Debt"below.
By adoption of an order dated 2001, the TNRCC authorized the District to sell the Bonds subject
to certain restrictions, including restrictions on the use of Bond proceeds as summarized in "USE AND
DISTRIBUTION OF BOND PROCEEDS" and recommended, among other things, the levy of a debt service tax of
at least$0. per$100 of assessed valuation in the initial year of the Bonds, which is 2001.
The Bonds are issued by the District pursuant to an order of the TNRCC, an ordinance of the City of Round Rock,
the terms and conditions of the Bond Order; Article XVI, Section 59 of the Constitution of the State of Texas,
Chapters 49 and 54 of the Texas Water Code, as amended, and ggeneral laws of the State of Texas relating to the
issuance of bonds by political subdivisions of the State of Texas.
Before the Bonds can be issued, the Attorney General of Texas must initially pass upon the legality of certain related
matters. The Attorney General of Texas does not guarantee or pass upon the safety of the Bonds as an investment or
upon the adequacy of the information contained in this Official Statement.
Registration and Transfer
So long as the Bonds remain outstanding, the Paying Agent shall keep the register at its principal corporate trust
office and, subject to such reasonable regulations as it may prescribe, the Paying Agent shall provide for the
registration and transfer of Bonds in accordance with the terms of the Bond Order.
Each Bond shall be transferable only upon the presentation and surrender of such Bond at the principal corporate
trust office of the Paying Agent, duly endorsed for transfer, or accompanied by an assignment duly executed by the
registered owner or his authorized representative in form satisfactory to the Paying Agent. Upon due presentation of
any Bond in proper form for transfer, the Paying Agent has been directed by the District to authenticate and deliver
in exchange therefor, within three (3) business days after such presentation, a new Bond or Bonds, registered in the
name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal
amount and paying interest at the same rate as the Bond or Bonds so presented.
All Bonds shall be exchangeable upon presentation and surrender thereof at the principal corporate trust office of the
Paying Agent for a Bond of the same maturity and interest rate and in any authorized denomination in an aggregate
amount equal to the unpaid principal amount of the Bond or Bonds presented for exchange. The Paying Agent is
authorized to authenticate and deliver exchange Bonds. Each exchange Bond delivered shall be entitled to the
benefits and security of the Bond Order to the same extent as the Bond or Bonds in lieu of which such exchange
Bond is delivered.
Neither the District not the Paying Agent shall be required to transfer or to exchange any Bond during the period
beginning on a Record Date and ending the next succeeding Interest Payment Date or to transfer or exchange any
Bonds for a period of forty-five (45) days next preceding the selection of Bonds for redemption or to transfer or
exchange any Bonds called for redemption.
The District or the Paying Agent may require the registered owner of any Bond to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connections with the transfer or exchange of such Bond(s).
Any fee or charge of the Paying Agent for such transfer or exchange shall be paid by the District.
Replacement of Paying Agent
Provision is made in the Bond Order for replacement of the Paying Agent by the District. If the Paying Agent is
replaced by the District the new Paying Agent shall act in the same capacity as the previous Paying Agent. Any
12
Paying Agent selected by the District shall be a national or state banking institution, a corporation organized and
doing business under the laws of the United States of America or of any State, authorized under such laws to exercise
trust powers, and subject to supervision or examination by federal or state authority, to act as Paying Agent for the
Bonds.
Lost,Stolen or Destroyed Bonds
Upon presentation and surrender to the Paying Agent of a mutilated Bond, the Paying Agent shall authenticate and
deliver in exchange therefor a replacement Bond of like maturity, interest rate and principal amount, bearing a
number not contemporaneously outstanding. If any Bond is lost, apparently destroyed, or wrongfully taken, the
District, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such
Bond has been acquired by a bona fide purchaser, shall, upon receipt of certain documentation from the registered
owner requested by the District or the Paying Agent and an indemnity bond, and such other security or indemnity as
is satisfactory to the District and the Paying Agent to hold them harmless, and satisfaction by the registered owner of
any other reasonable requirements of the District and the Paying Agent, execute and the Paying Agent 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 cost to replace such Bonds
(including, but not limited to the fees and expenses of the Paying Agent). In addition, the District or the Paying
Agent may require the registered owner to pay a sum sufficient to cover any tax or other governmental charge that
may be imposed.
Issuance of Additional Debt
The District may issue additional bonds, with the approval of the TNRCC, necessary to provide and maintain
improvements and facilities consistent with the purposes for which the District was created. See"THE DISTRICT-
General." The District's voters have authorized the issuance of$13,000,000 of unlimited tax and revenue bonds and
could authorize additional amounts. Any additional bonds sold would be on a parity with or subordinate, to the
Bonds and the Outstanding Bonds. Following the issuance of the Bonds, the District will have $7,190,000 of
unlimited tax and revenue bonds authorized but unissued.
The Bond Order imposes no limitation on the amount of additional parity bonds which may be authorized for
issuance by the District's voters or the amount ultimately issued by the District. See "INVESTMENT
CONSIDERATIONS- Future Debt."
The District is also authorized by statute to engage in fire fighting activities, including the issuance of bonds payable
from taxes for such purpose. Before the District could issue fire fighting bonds payable from taxes, the following
actions would be required: (a)amendment to the existing City of Round Rock ordinance specifying the purposes for
which the District may issue bonds; (b) authorization of a detailed master plan and bonds for such purpose by the
qualified voters in the District; (c) approval of the master plan and issuance of bonds by the TNRCC; and (d)
approval of such bonds by the Attorney General of Texas. The Board has not considered calling an election for
purposes of authorization of a detailed master plan and issuance of bonds for fire fighting activities at this time.
Issuance of bonds for fire-fighting activities could dilute the investment security for the Bonds.
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 assets, such as cash and the utility system, with the water and wastewater
systems of the district(s) with which it is consolidating as well as its liabilities (which would include the Bonds). No
representation is made concerning the likelihood of consolidation.
Remedies in Event of Default
Other than a writ of mandamus and other relief authorized by law, the Bond Order does not expressly provide a
specific remedy for a default. Although a registered owner could presumably obtain a judgment against the District
for a default in the payment of principal or interest, such judgement could not be satisfied by execution against any
property of the District. If the District defaults, a registered owner could petition for a writ of mandamus issued by a
court of competent jurisdiction requiring the District and the District's officials to observe and perform the
13
covenants, obligations or conditions prescribed in the Bond Order. Such remedy might need to be enforced on a
periodic basis. The enforcement of a claim for payment on the Bonds would be subject to the applicable provisions
of the federal bankruptcy laws, any other similar laws affecting the rights of creditors of political subdivisions, and
general principals of equity. See "INVESTMENT CONSIDERATIONS - Registered Owners' Remedies, and -
Bankruptcy Limitation to Registered Owners' Rights."
Legal Investment and Eligibility to Secure Public Funds in Texas
The Texas Legislature has enacted four partially conflicting 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 in Texas: Section
49.186 of the Water Code;Chapter 2256,Texas Government Code("Public Funds Investment Act"); and Chapter 2257,
Texas Government Code ("Public Funds Collateral Act"). After reconciling their conflicting provisions, these four
statutes provide the following authorization:
1. Whether rated or unrated, bonds of the District(including the Bonds)are authorized investments in the State of
Texas for banks, savings and loan associations, insurance companies, fiduciaries, trustees and the State of
Texas;
2. Bonds of the District are authorized investments for political subdivisions of the State of Texas; and
3. Bonds of the District (including the Bonds) may be used to secure the deposit of public funds in the State of
Texas only if they have been rated by a nationally recognized investment rating firm and have received a rating
of not less than"A"or its equivalent. g
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.
Defeasance
In the Bond Order the District reserves the right to defease the Bonds and discharge its obligations to the registered
owners of any or all of the Bonds to pay principal, interest and redemption price thereon in any manner permitted by
law.
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 use of facilities fuianced therewith by persons other than state or local governmental units, and the
manner in which the proceeds of the Bonds are to be invested. The District may cease 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 Internal Revenue Code of 1986, as amended (the
"Code"), so that such covenant is ineffective or inapplicable or compliance with such covenant adversely affects the
exclusion from gross income of interest on the Bonds under Section 103 of the Code.
Additional Covenants
The District has additionally covenanted in the Bond Order that to the extent it has the authority to do so, it will (i)
maintain the System in good condition and repair, ordinary wear and tear and obsolescence excepted,and operate the
System in an efficient manner and at a reasonable cost, (ii) maintain insurance on the System of a kind and in an
amount which usually would be carried by municipal corporations and political subdivisions in Texas engaged in a
similar type of business, but considering any governmental immunities to which the District may be entitled, and(iii)
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.
Amendment to Bond Order
The Bond Order contains provisions to the effect that the District may, without the consent of or notice to any
registered owners of the Bonds amend, change or modify the Bond Order as may be required(a)by the provisions of
the Bond Order,(b)for the purpose of curing any ambiguity, inconsistency, or formal defect or omission in the Bond
Order, or(c) in connection with any other change which is not to the prejudice of the registered owners of the Bonds.
Except for such amendments, changes or modifications, the District shall not amend, change or modify the Bond
Order in any manner without the consent of the registered owners.
Alteration of Boundaries
In certain circumstances, under Texas law the District may alter its boundaries to: (1) upon satisfying certain
condition, annex additional territory;and(2)exclude land subject to taxation within the District that is not served by
District facilities if the District simultaneously annexes land of equal acreage and value that may be practicably
served by District facilities. No representation is made concerning the likelihood that the District would effect any
change in its boundaries.
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.
BOOK-ENTRY-ONLY SYSTEM
The Depository Trust Company ("DTC"), New York, New York, will act initially as securities depository for the
Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully registered certificate will be issued for each maturity of the Bonds in the aggregate
principal amount of such maturity, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its
participants ("Direct Participants") deposit with DTC. DTC also facilitates the settlement among participants of
securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-
entry changes in Direct Participants' accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that
clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its participants are on file with the Securities and Exchange
Commission.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interest
in the Bonds are to be accomplished by entries made on the books of Direct or Indirect Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Elie
Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of
DTC's partnership nominee, Cede& Co. The deposit of Bonds with DTC and their registration in the name of Cede
Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited,
11;
which may or may not be the Beneficial Owners. The participants will remain responsible for keeping account of
their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede& Co. If less than all of the Bonds within a maturity are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be
redeemed.
Neither DTC nor Cede&Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails
an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record
date(identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct Participants'
accounts on payment dates in accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payment dates. Payments by participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities held for the accounts
of customers in bearer form or registered in "street name", and will be the responsibility of such participant and not
of DTC, the Paying Agent,the Initial Purchaser or the District, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the District,
disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving
reasonable notice to the District. Under such circumstances, in the event that a successor securities depositoryis not
obtained, Bonds are required to be printed and delivered.
The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Bonds will be printed and delivered in accordance with the Bond Order.
In reading this Official Statement it should be understood that while the Bonds are in the book-entry-only system,
references in other sections of this Official Statement to registered owners should be read to include the person for
which the participant acquires an interest in the Bonds, but(i)all rights of ownership must be exercised through DTC
and the Book-entry-only system, and(ii)except as described above, notices that are to be given to registered owners
under the Bond Order will be given only to DTC.
According to DTC, the foregoing information with respect to DTC has been provided to the Industry for
informational purposes only and is not intended to serve as a representation, warranty, or contract modification of
any kind.
Information concerning DTC and the book-entry-only system has been obtained from DTC and is not guaranteed as
to accuracy or completeness, and is not be construed as a representation by the District, the Financial Advisor or the
Initial Purchaser.
EXTRATERRITORIAL JURISDICTION AND ANNEXATION
The District lies wholly within the extraterritorial jurisdiction of the City of Round Rock, Texas ( the "City" or
"Round Rock"). Under Texas law, a city may annex a special district located within its extraterritorial jurisdiction
without the special district's consent. When such special district is dissolved, the City, must assume the assets,
functions and liabilities of the special district, including its bonded indebtedness. The City and the District have
entered into several agreements concerning the creation, operation and services to be provided to the District
(collectively, the "Agreements"). The Agreements, as supplemented, set forth, among other things , plans for
operation and maintenance of a water and wastewater system to service customers within the District and the
provision of water and wastewater services by the City to the District. Such Agreements contain various provisions
regarding bond issuance, land development as well as provisions for annexation and dissolution of the District. In
16
particular, such Agreements provide that the District will install at least 90%of the facilities and amenities for which
District bonds have been authorized by December 10, 1997. In the event the District violates such provision, the City
is entitled to injunctive relief or a writ of mandamus or may revoke its approval of the installation of any further
facilities or amenities and the issuance of the balance of the District's unissued bonds; provided however, the City's
right to revoke such authorization may be exercised only if the City concurrently annexes the entire District. The
District has not installed 90% of the facilities and amenities for which District bonds have been authorized, and the
City has not taken any relief to which it is entitled under the Agreements. Upon annexation of the District into the
City, the Agreements provide that the City may collect from District customers a surcharge not to exceed $50 per
month in addition to the water and sewer rate. No representation is made concerning the likelihood of annexation of
the District by Round Rock or the ability of Round Rock to make debt service payments on the Bonds should
annexation occur.
USE AND DISTRIBUTION OF BOND PROCEEDS
The proceeds of the Bonds will be used to purchase certain water, wastewater, trunk lines and drainage facilities to
serve Sections 1, 2, 3, 4, 6A, 6B, 7A, 7B, & 24 of the development as well as a 16" waterline and associated
engineering fees. In addition, proceeds of the Bonds will be used to pay certain costs associated with the issuance of
the Bonds.
The presently estimated use and distribution of Bond proceeds is set forth below. Of the proceeds to be received
from the sale of the Bonds, $1,487,889 is estimated to be required for construction costs, and $479,714 is estimated
to be required for non-construction costs.
Construction Costs:
Amount
1. The Meadows at Chandler Creek,Section 4
2. The Meadows at Chandler Creek, Section 6A $ 56,262
3. The Meadows at Chandler Creek, Section 6B 152,258
4. The Meadows at Chandler Creek, Section 7A 21 ,127
5. The Meadows at Chandler Creek, Section 7B 3333,550
6. The Meadows at Chandler Creek, Section 24 168,239
7. Engineering For: Trunk Lines; Sections 1,2,3,4, 7A, 7B,and 24 26, 22
181''
Total Developer Contribution Items "
$1,130,869
8. The Meadows at Chandler Creek
16" Waterline
Engineering Costs $290,747
Total District Items 40,359
$331,106
TOTAL CONSTRUCTION COSTS
$1,461,975
Non-Construction Costs:
1. Legal Fees (2%) Amount
2. Financial Advisor Fees(1.5%) $ 39,000
3. Bond Discount(3%) 29,250
4. Bond Issuance Costs 58,500
5. TNRCC Bond Issuance Fee(0.25%) 47,472
6. Bond Application Report 4,875
7. Developer Interest(24 mos. @ 6.50%) 25,000
8. Contingency* 283,928
0
TOTAL NON-CONSTRUCTION COSTS
S 488.015
TOTAL BOND ISSUE REQUIREMENT
* Preliminary, subject to change. In its approval of issuance of the Bonds, the TNRCC directed any surplus bond
proceeds resulting from the sale of the Bonds at a lower interest rate (than anticipated in the Bond Application) to
be shown as a contingency line item and be subject to the TNRCC rules on use of surplus bond funds.
17
INVESTMENT CONSIDERATIONS
General
The Bonds, which are obligations of the District and are not obligations of the State of Texas; Williamson County,
Texas; Round Rock, 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 by a pledge of
and lien on certain Net Revenues, if any, of the System. It is not expected that any Net Revenues will be available to
contribute to the payment of the Bonds. (See "THE BONDS-Source of Pa
of principal of and interest on the Bonds depends on the ability of the District to collect from the propnt.") The ultimate erty o for payment
the District all taxes levied against theproperty, property rtY owners within
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 cont ued
development of property within the District will accumulate or maintain taxable values sufficient to justify continued
gistered Owners'Remedies"below.
payment by property owners or that there will be a market for the property. See"Re
Factors Affecting Taxable Values and Tax Payments
Economic Factors and Interest Rates: A substantial percentage of the taxable value of the District results from the
current market value of single-family residences and developed lots. 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 availability and the prosperity and demographic characteristics of the urban
center toward which the marketing of lots is directed. Decreased levels of construction activity would tend to restrict the
growth of property values in the District or could adversely impact existing values.
Interest rates and the availability of mortgage and development funding have a direct impact on the 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 development and
construction within the District. In addition, although located approximately 25 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 including other residential developments located in other utility districts located
near the District. In addition to competition for new home sales from other developments, there are numerous
previously-owned homes in more established neighborhoods closer to downtown Round Rock that are for sale. Such
homes could represent additional competition for new homes proposed to be sold within the District.
The competitive position of the developers in the sale of developed lots and of prospective builders in the construction
of single-family residential houses within the District is affected by most of the factors discussed in this section. Such a
competitive position is directly related to the growth and maintenance of taxable values in the District and tax revenues
to be received by the District. The District can give no assurance that building and marketing programs in the District
by the developers will be implemented or, if implemented,will be successful.
Developers Under No Obligation to the District: The developers have informed the Board of their current plans to
continue to develop land in the District for single family home purposes. None of the developers has current plans to
sell their land within the District. However, none of the developers are obligated to implement such plan on any
particular schedule or at all. Thus, the furnishing of information related to the proposed development by the
developers should not be interpreted as such a commitment. The District makes no representation about the
probability of development continuing in a timely manner or about the ability of the developers, or any other
subsequent landowners to whom a party may sell all or a portion of its holdings within the District, to implement any
plan of development. Furthermore, there is no restriction on the developers right to sell their land. The District can
make no prediction as to the effects that current or future economic or governmental circumstances may have on any
plans of the developers. Failure to construct taxable improvements on developed lots and tracts and failure of the
18
developers to develop their land would restrict the rate of growth of taxable value in the District. The District is also
dependent upon the developers (see "TAX DATA - Top Ten Taxpayers") for the timely payment of ad valorem
taxes, and the District cannot predict what the future financial condition of the developers will be or what effect, if
any,such conditions may have on its ability to pay taxes. See "THE DEVELOPERS/LANDOWNERS."
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
property owners within the District to pay their taxes. The 2001 assessed valuation of the District is $95,114,756 (see
"FINANCIAL STATEMENT"). After issuance of the Bonds, the Projected Maximum Annual Debt Service
Requirement is estimated to be $566,385 (2005) and the Projected Average Annual Debt Service Requirement is
estimated to be$564,438 (2003 through 2008, inclusive). Assuming(1)no increase or decrease from the 2001 assessed
valuation, and (2) no use of funds on hand, a tax rate of$0.63 per $100 assessed valuation, at a 95% collection rate
would be necessary to pay the Projected Maximum Annual Debt Service Requirement of$566,385 and a tax rate of
$0.63 per $100 assessed valuation at a 95% collection rate would be necessary to pay the Projected Average Annual
Debt Service Requirement of$564,438. 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. Registered owners of
the Bonds 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, 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.
Bankruptcy Limitation to Registered Owners' Rights
The enforceability of the rights and remedies of 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. 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 U.S. Bankruptcy Code, I I
USC sections 901-946. The filing 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 dismisses the petition,enters ah
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 Texas law, a municipal utility district, such as the District, must obtain the approval of the
TNRCC as a condition to seeking relief under the U.S. Bankruptcy Code. The TNRCC is required to investigate the
financial condition of a financially troubled district and authorize such district to proceed under federal bankruptcy law
19
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 determining 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.
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, if any, 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 Initial Purchaser 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"LEGAL MATTERS-Tax Exemption."
�n
Future Debt
The District reserves in the Bond Order he right to issue the remaining$7,190,000 authorized but unissued bonds(see
"COMBINATION TAX AND REVENUE BONDS AUTHORIZED BUT UN-ISSUED"), and such additional bonds
as may hereafter be approved by both the Board of Directors and voters of the District. The District has also reserved
the right to issue certain other additional bonds, special project bonds, refunding bonds, inferior lien bonds, and other
obligations described in the Bond Order. All the remaining
the voters of the District may be issued by the District wi h Othe approval of 0 bonds w
hich eavTNRCC,f ore fromeen time t authorized 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 developers (or their predecessors) have advanced certain funds for construction of utilities for which the
developers have not been reimbursed. After reimbursements made with Bond proceeds, approximately
$ will be reimbursable to the developers for the development currently existing or under construction
within the District(see "THE DISTRICT—Historical and Current Status of Development"). According to the District's
Engineer, in order to fully reimburse the developers and provide utility service to the remaining undeveloped but
developable acres within the District(45 net acres), the District would need to issue up to the full principal amount of
authorized but unissued bonds remaining after the issuance of the Bonds ($7,190,000) 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 TNRCC pursuant to its rules regarding issuance and feasibility of bonds.
In addition, future changes in health,environmental or other governmental 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".
Approval of the Bonds
As required by law,engineering plans, specifications and estimates of construction costs for the facilities and
services to be purchased or constructed by the District with the proceeds of the Bonds have been approved,subject
to certain conditions, by the TNRCC. See"USE AND DISTRIBUTION OF BOND PROCEEDS". In addition,the
Attorney General of Texas must approve the legality of the Bonds prior to their delivery.
Neither the TNRCC nor the Attorney General of Texas passes upon or guarantees the security of the Bonds as an
investment, nor have the foregoing authorities passed upon the adequacy or accuracy of the information contained in
this Official Statement.
�t
DISTRICT MAP
General
THE DISTRICT
The District was created by order of the Texas Water Commission ("TWC"), now known as the Texas Natural
Resource Conservation Commission ("TNRCC" or "Commission"), adopted on May 14, 1985, and a confirmation
election held within the District on July 13, 1985, and operates as a municipal utility district pursuant to the
provisions of Chapters 49 and 54 of the Texas Water Code, as amended, and other general statutes of the State of
Texas applicable to municipal utility districts. The District is subject to the continuing supervision of the TNRCC
and is located within the extraterritorial jurisdiction of the City of Round Rock, Texas and within the boundaries of
Round Rock Independent School District.
The District has the statutory authority, among other things, to purchase, construct, operate and maintain all works,
improvements, facilities and plants necessary for the supply and distribution of water; the collection, transportation,
and treatment of wastewater; and the control and diversion of storm water. The District may issue bonds and other
forms of indebtedness to purchase or construct such facilities. The District may also provide solid waste collection
and disposal service and is empowered to establish, operate and maintain a fire department, independently or with
one or more other conservation and reclamation districts, if approved by the voters of the District and the TNRCC.
The District contracts for waste collection and disposal services and for fire protection and emergency services and
has no present plans to provide a fire department. The District is also empowered to operate and maintain
recreational facilities.
Location
The District is located approximately one mile north of the intersection of U.S. Highway 79 and Texas State
Highway 1460 approximately three miles northeast of the central business district of the City of Round Rock, Texas
(the "City"or"Round Rock"). The District is situated on both sides of State Highway 1460 and lies adjacent to the
city limits of Round Rock. The District is located approximately 25 miles northeast of the Central business district
of Austin,Texas.
Management of the District
Board of Directors
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 own property in the District.
Length of Term
(Mame Position Service Expires Mav
Douglas Eastwood President 3 years 2002
Nancy Beleckis Vice President 3 years 2004
Diane Barnes Secretary 1.5 years 2002
Howard Hemberger Treasurer 1 year 2004
Gary Richards Director Newly Appointed 2002
Consultants
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 Williamson Countv Tax
Assessor/Collector, Ms. Deborah Hunt, currently serves the District in this capacity under contract. The
Williamson County Tax Assessor/Collector serves approximately 36 other districts as Tax Assessor/Collector.
Operator/Bookkeeper
The District contracts with Severn Trent Environmental Services ("Severn Trent") to operate as Operator and
Bookkeeper for the District. Severn Trent serves in this capacity for 6 other special districts in the Austin
metropolitan area.
23
Engineer
The District's consulting engineer is Gray Jansing & Associates, Inc. (the "Engineer"). Such firm serves as
consulting engineer to 10 other special districts.
Auditor
Maxwell Locke & Ritter L.L.P., certified public accountants, ("MLR"), audited the District's financial
statements for the fiscal year ended September 30,2000. MLR serves as auditor to one other special district.
Financial Advisor
SAMCO Capital Markets serves as the District's financial advisor (the "Financial Advisor"). The fee for
services rendered in connection with the issuance of the Bonds is based on the percentage of the Bonds actually
issued, sold and delivered and, therefore, such fee is contingent upon the sale and delivery of the Bonds. The
Financial Advisor has been authorized through a resolution of the Board to submit a bid for the purchase of the
Bonds.
Bond &General Counsel
The District has engaged Winstead Sechrest & Minick P.C. ("Winstead") 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. Winstead also serves as the District's general counsel.
Disclosure Counsel
The District has employed Coats,Rose, Yale,Ryman&Lee, P.C., Houston,Texas,as disclosure counsel.
Historical and Current Status of Development
Development within the District began in 1985 with the development of the initial sections of The Meadows at
Chandler Creek Subdivisions. From 1985 through 1987 development and the construction of single family homes
continued intermittently. In 1987 the then developer conveyed all of its vacant lots and all of the remaining
undeveloped land within the District 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 $95,000 to
$120,000 price range.
In March, 1994, Carrico Land Ltd., a Texas limited partnership ("Carrico") 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 August, 1998, Carrico sold 335 acres within the District (while retaining 36 acres) to
Chandler Creek Investment Limited Partnership ("Development"), a Texas limited partnership (305.6 acres) and to
Chandler Creek Investment Limited Partnership ("Limited"), a Texas limited partership (29.5 acres). The general
partners of both Development and Limited are E. W. Development Company, a Texas corporation, JDB Real
Properties, Inc., a Texas Corporation and Butler Broadcasting Management Company, Inc. Ed Wendler, Jr. is
managing the property. See"DEVELOPERS/LANDOWNERS".
In April, 1999, Investments and Develoment sold approximately 106 acres to Kaufinan& Broad of Texas, Ltd. ("KB
Home"). Since such time, KB Home has developed The Meadows at Chandler Creek, Sections 6A, 6B, 10 and 11.
In addition, KB Home has contracted to purchase 102 single family lots in The Meadows of Chandler Creek,
Sections 2 and 5, of which it has purchased 52 lots. Homes being constructed in the District by KB Home range in
price from $110,000 to $160,000. From December 1, 1999 through November 30, 2000, KB Home sold
approximately 120 homes in the District and has sold approximately 136 homes from December 1, 2000 through
July 31, 2001. KB Home owns 8 additional acres that the plan to develop into approximately 20 lots in the District.
24
In December, 1999, Investments and Development sold approximately 211 acres to Lennar Homes. Since that time,
Lennar Homes has developed The Meadows at Chandler Creek, Sections 5, 713, 12, 15 and 17; in addition, Sections
13 & 16 are under development and Section 14 is currently being platted. See chart below. Homes being
constructed in the District by Lennar Homes range in price from $130,000 to $170,000. Lennar Homes began
constructing homes in the District in June, 2000 and sold approximately 50 homes during 2000 and has sold an
additional 51 homes during the first seven (7) months of 2001. Lennar Homes owns no undeveloped land in the
District.
In 2000, Kimball Hill Homes purchased approximately 43 acres within the District and is in the process of
developing such land as The Meadows of Chandler Creek, Sections 19, 20, 21, and 22. Section 19 has been
completed; preliminary platting of Sections 20 and 21 is underway; and the land plan for Section 22 has been
prepared but no engineering work has been performed on such subdivision. According to representatives of Kimball
Hill Homes,they intend to construct homes ranging in price from $150,000 to$200,000.
In addition to single family residential development that is occurring within the District, a 15.089 acre site has been
acquired by Agape Round Rock Housing, Inc. , a Texas Corporation ("Agape"). According to representatives of
Agape, it intends to develop the site with approximately 216 unit apartment complex which will consist of
"affordable housing" for the residents. According to agreements negotiated between the District and Agape, the
apartment project will be taxed at approximately 100 percent of its appraised value.
In 1998, Centex Senior Services Corporation ("Centex")constructed a 28-bed assisted living center("Center") on a
1.4 acre site. According to Centex it expects to expand the Center to include two other phases as needed.
A. Developed with Utility Facilities
Platted Completed Homes Under Vacant
Section Acreage Lots Homes Construction Lots
1 33.865 164 164 0 0
2 9.159 48 48 0
3 21.103 99 99 0 0
4 29.285 130 130 0 0
5 25.417 100 0 35 65
6A 16.380 51 49 2 0
6B 21.580 54 53 1 0
7A 23.030 89 89 0 0
7B 12.800 52 50 0 2
8A(a) 3.643 0 0 0 0
10 43.09 119 78 33 8
12 14.000 60 10 48 2
15 12.220 49 0 10 39
17&18 21.004 73 0 0 73
19 13.981 47 0 0 47
23 (b) 15.089 1 0 1 0
24 3.831 11 0 0 11
School Site(c) 12.800 0 0 0 0
332.277 1,147 770 130 247
25
B. Lots Platted; but not developed with Utility Facilities
Platted
Section Acreage Lots
I1 (d) 25.330 116
13 (e) 11.040 49
14 9.680 44
16 (f) 10.500 45
20 8.280 30
21 14.370 41
22 16.101 46
95.301 371
C. Remaining Developable Acreage
Multi-Family 20.740
Retail 15.200
Church 3.320
Other 5.618
44.878
D. Other
Park 5.000
Flood Plain 53.644
58.644
Total Acreage: 531.100
(a) Land owned by Centex;assisted living center is located on approximately 1.4 acres.
(b) Apartment Complex should be complete and leasing within a month.
(c) Round Rock Independent School District elementary school site.
(d) Section I I is approximately 95%complete. Should be completed in September.
(e) Section 13 is approximately 80%complete. Should be completed by October._
(0 Section 16 is approximately 85%complete. Should be completed in September.
Additional development within the District consists of an approximately five acre park with junior olympic
swimming pool, bathhouse, tennis courts and playground. Such park is owned and operated by the Meadows at
Chandler Creek Home Owners Association and is available to all residents of the District. An elementary school
(740 pupils)is also located within the District on approximately 12 acres.
Future Development
The District contains approximately 45 remaining undeveloped but developable acres under current land
development regulations all of which is currently owned by . All have stated that their current
intention is to develop the remaining approximate 45 acres as lots for the construction of homes; Multi-Family
purposes; a Church; however, they are under no obligation to continue development.
Annexation of the District
The District lies wholly within the extraterritorial jurisdiction of the City of Round Rock, Texas. See
"EXTRATERRITORIAL JURISDICTION AND ANNEXATION" for a discussion of the ability of the City of
Round Rock to annex the District.
DEVELOPERS/LANDOWNERS
Role of a Developer
In general, the activities of a landowner or developer in a utility district, such as the District, include, among other
activities, purchasing land within the future district, petitioning for creation of the district, designing the
26
development, defining a marketing program, planning and scheduling building schedules, securing necessary
governmental approvals and permits for development, arranging for the construction of roads and the installation of
utilities (including, in some cases water, sewer, and drainage facilities in the utility district) pursuant to the rules of
the TNRCC, and selling improved lots or commercial reserves to builders, other developers or third parties.
Ordinarily, the developer pays one hundred percent (100%) of the costs of paying and amenity design and
construction and up to 30% of the costs of construction of the water supply and distribution, wastewater collection,
and drainage facilities. While a landowner or developer is required by the TNRCC to pave streets and pay for its
allocable portion of the costs of utilities to be financed by the district through a specific bond issue, if any, a
developer is under no obligation to a district to undertake development activities with respect to other property it
owns within the district. Furthermore, there is no restriction on a developer's right to sell any or all of the land
which the developer owns within a district. In addition, the developer is ordinarily the major taxpayer within the
district during the early stages of development. The relative success or failure of the developer to perform such
activities in development of the property within the utility district may have a profound effect on the security for the
bonds issued by a district.
Description of the Developers/Landowners
In August, 1998, Camco sold 335 acres within the District(while retaining 36 acres) to Chandler Creek Development
Limited Partnership ("Development"), a Texas limited partnership (29.5 acres) and to Chandler Creek Investment
Limited Partnership ("Investment"), a Texas limited partnership (305.6 acres). The general partners of both
Development and Limited are E. W. Development Company, a Texas corporation, JDB Real Properties, Inc., a Texas
corporation and Butler Broadcasting Management Company, Inc., a Texas corporation. E.W. Development Company,
whose President is Ed Wendler,Jr. is managing the property.
Kaufman & Broad of Texas, Ltd. ("KB Home") has purchased approximately 106 acres in the District and has
developed such property for single family residential purposes. KB Home is a Texas limited partnership which is owned
by KBSA Inc.,a Texas Corporation. KB Home obtains its funds for development purposes from internal sources.
Lennar Homes of Texas Land& Construction, Ltd. ("Lennar Homes") has purchased approximately 211 acres within
the District and is developing such property for single family residential purposes. Lennar Homes is owned by Lennar
Corporation. Lennar Homes obtain its funds for development purposes from internal sources.
Kimball Hill Homes Texas, Inc. ("Kimball Hill Homes") is a Texas corporation whose stock is owned by Kimball Hill
Homes Inc.. Kimball Hill Homes has purchased approximately 43 acres within the District and is developing such
property for single family residential purposes. Financing of its land acquisition and development is provided by
internally generated funds and a development loan from First American Bank in the amount of approximately
$1,729,000. According to representatives of Kimball Hill Homes, it is in compliance with all material terms of its
development loan.
Agricultural Waiver
Carrico previously executed an agreement affecting approximately 403 acres, which is recorded in the real property of
Williamson County and is a covenant running with the land, waiving the right to have undeveloped land located within
the District classified as agricultural, open-space or timberland. In addition, such agreement waives the right of a
developer to have its lots and houses (if any) classified as business inventory. Such agreement may not be modified
without the approval of the TNRCC and is binding on purchasers of such land. See "TAXING PROCEDURES —
Property Subject to Taxation by the District."
Utility Construction Agreements
The District is a party to Utility Construction Agreements with Development, Investment, KB Home, Lennar Homes and
Kimball Hill Homes, which define the conditions under which the District will issue additional bonds to reimburse such
entities for the water, wastewater and drainage facilities within and outside the District. Under the terms of the
agreements,the District has agreed to repay the cost of facilities through a series of bond sales over time. The District's
obligation to issue bonds and reimburse the entities for funds advanced for facilities is subject to various conditions
including approval of such facilities and bonds by the TNRCC and the Texas Attorney General, the recommendation of
the District's financial advisor that the sale of the bonds is feasible and prudent,and approval of the City of Round Rock,
Texas. Generally, bonds will be issued to pay 70% of reimbursable costs unless the District, in its sole discretion.
increases reimbursement to 100% if such expenditures qualify pursuant to the TNRCC's rules. The District bonds
_)7
issued will be at a net effective interest rate not to exceed 2% above the highest average interest rate repoited by the
Daily Bond Buyer in its weekly"20 Bond Index".
General THE SYSTEM
The water, wastewater and storm drainage facilities, the purchase, acquisition and construction of which have been
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 TNRCC. According to Gray
Jansing & Associates, Inc. (the "Engineer"), the design of all such facilities has been approved by all govemmental
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 TNRCC. In many cases, regulations promulgated by these agencies have
become effective only recently and are subject to further development and revision. By agreement between the City of
Round Rock and the District,the City operates and maintains the District's waterworks and wastewater facilities.
Water System
Water is currently supplied to the District under a contract with the City of Round Rock through an existing 16 inch
waterline at the western boundary of the District. Billings to individual residences are handled directly by the City of
Round Rock. Elevated storage requirements for the District are met through capacity in an existing 750,000 gallon
elevated water storage tank. Pursuant to an agreement with the City of Round Rock, sufficient capacity of water is
provided to serve 2,506 living unit equivalents.
Wastewater System
Wastewater treatment is provided to the District by agreement with the City of Round Rock. The City of Round
Rock operates a 2,100 -Pm lift station located on the eastern boundary of the District which pumps wastewater
through a 20 inch force main to the Chandler Creek interceptor which flows into the Round Rock wastewater
treatment plant. Pursuant to an agreement with the City of Round Rock, sufficient capacity of sewage treatment
service is provided for 2,506 living unit equivalents.
Drainage System
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,City of Austin,and City of Round Rock criteria.
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 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.
Future Debt
After the issuance of the Bonds, $7,190,000 combination unlimited tax and revenue bonds will remain authorized but
unissued. To date, the developers have advanced approximately $ to the District which, following
issuance of the Bonds, will remain owing. In order to fully reimburse and provide utility service to the remaining
undeveloped buy developable acres within the District, the District anticipates that it may issue up to the full principal
amount of authorized but unissued bonds in installments over the next several years. In the opinion of the District's
Engineer, the $7,190,000 authorized buy unissued bonds should be sufficient to fully reimburse amounts owed for the
existing facilities and provide utility service to the remaining undeveloped but potentially developable acreage.
�o
Water and Wastewater Operations
Rate and Fee Schedule-Table I
The Board of Directors 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
March 1, 1997. The City of Round Rock charges the District for water and sewer service at the same rates it charges to
its retail customers,and the City bills the District's customers for such services directly.
Water(Monthly Billing)
BaseRate 5/8"Meter...................................................................................... $10.45
Per 1,000 gallons(for 2,001 gallons and over)............................................ . $1.76 per 1,000 gallons
Wastewater(Monthly Billine)
Single Family:
BaseRate.......................................................... ...........
.. $7.85
................... .
Per 1,000 gallons of winter average water usage(for 2,001 gallons&over)
$1.73 per 1,000 gallons
Waterworks and Sewer System Operating Statement- Table 2
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. See"APPENDIX A-Audited Financial Statements."
Fiscal Year Ended(a)
REVENUE 06/30/01 (b) 09/30/00 09/30/99 09/30/98 09/30/97
Property Taxes $ 96,605 $ 85,929 $ 76,644 $ 67,030 $ 57,385
Water and Wastewater Service 232,041 301,976 250,867 249,658 224,677
Interest on Temporary Invest. 7,321 8,970 - 6,605 7,139 6,724
Tap Inspection Fees 10,100 6,780 1,725 1,500 1,490
Penalties&Interest 364 877 0 534 196
Miscellaneous 15 85 0 414 35
TOTAL REVENUE $346,446 $326,275290 07
EXPENDITURES
Professional Fees $ 14,340 $ 28,005 $ 33,560 $ 21,982 $ 21,765
Water and Wastewater Service 232,041 301,976 250,867 249,658 224,677
Contracted Services 22,178 19,756 27,318 19,208 19,099
Utilities 6,111 8,061 6,808 7,024 6,984
Repairs and Maintenance 601 7,198 2,806 7,088 2,982
Administrative 4,547 10,101 2,400 8035 7,708
Capital Outlay 0 0 0 0, 0
Parks&Recreation 0 0 0 0 0
Other Expenditures 8.936 7,184 1,904 2,965 3,396
TOTAL EXPENDITURES $382,281 S315,960 I
TOTAL REVENUE OVER
(UNDER EXPENDITURES) S 57,692 5 10,17
U-33-I S. 3,896
Fund Balance, End of Year $190,845 (b) S173,614 $151,278 $141,100 $130,785
Active Single Family Conn. 830 (b) 659 497 480 443
(a) Audited.
(b) Unaudited Year to Date.
29
PROJECTED DEBT SERVICE REQUIREMENTS - TABLE 3
THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT
$1,950,000.00
Combination Unlimited Tax and Revenue Bonds, Series 2001
Issue Dated: September 1, 2001
First Interest Payment Due: February 1, 2002
Year Outstanding Bonds Projected
Ending Series 2001
Principal Interest * Total
12/31 Principal Interest Total (Due 02/01 Principal Debt Service
(Due 02/01) (Due O8/Ol) Total and Interest Requirement
2002 190,000 175,848 365,848 50,000 52,813 61,750 114,563 164,563
2003 235,000 162,648 397,648 45,000 61,750 60,288 122,038 167,038 530,410
2004 255,000 147,124 402,124 45,000 564,685
� 2005 270,000 130,360 400,360 50,000 60,288 58,825 119,113 164,113 566,236
2006 285,000 112,875 397,875 55,000 58'825 57,200 116,025 166,025 566,385
0 55,413 112,613 167,613
2007 300,000 94,585 394,585 55,000 55,4113 53,625 109,038 164,038 565,488
2008 325,000 74,911 399,911 60,000 53,625 51,675 105,300 165,300 558,623
2009 50,000 63,373 113,373 65,000 565,211
49,563 2010 50,000 60,722 110,722 70,000 49,563 47,288 196,850 166,850 01,238 166,238 279,611
2011 50,000 58,022 108,022 75,000 47,288 44,850 92,138 167,138 277,572
2012 60,000 55,010 115,010 80,000 44,850 42,250 87,100 167,100 275,160
2013 60,000 51,695 111,695 85,000 42,250 39,488 81,738 166,738 282,110
2014 70,000 48,070 118,070 90,000 278,433
36,563 76,050 166,050
2015 70,000 44,150 114,150 95,000 36,563 33,475 70,038 165,038 284,120
2016 80,000 39,930 119,930 100,000 279,188
75
2017 80,000 35,430 115,430 110,000 30,225 26,650 56,875 166,8750 282,3050
2018 90,000 30,670 120,670 115,000 26,650 22,913 49,563 164,563
2019 100,000 25,350 125,350 125,000 22,913 18,850 41,763 166,763 285,233
2020 100,000 19,800 119,800 130,000 18,850 14,625 33,475 163,475 292,113
275
2021 100,000 14,300 114,300 140,000 14,625 10,075 24,700 164,700 283,000
2022 100,000 8,800 108,800 150,000 10,075 5,200 15,275 165,275 274 000
2023 110,000 3,025 113,025 160,000 5,200 274,075
165,200
$3,030,000 $1,456,696 $ 4,486,696 $ 1,950,000 $ 873,600 $ 820,788 $ 1,694,388 $ 3,644,388 $ 278,225
Interest estimated v 6.50%.
FINANCIAL STATEMENT
(Unaudited as of , 200 1)
Assessed Value-Table 4
2001 Assessed Valuation(100%of estimated market value)..................................................... $95,t 14,756 (a)
GrossDebt Outstanding.............................................................................................................. $4,980,000 (b)
Debt Service Fund Balance(Cash and investments)......................................................
•••••••••... $427,006 (c)
Ratio of Gross Debt to 2001 Assessed Valuation.....................
.................................................. 5.24%
Area of District: 531 acres
Estimated 2001 Population: 2,905 (d)
(a) Includes$93,598,860 Certified taxable value within the District on January 1,2000 by Williamson County Appraisal District(WCAD")
plus an additional$1,515,896 which is the WCAD's estimate of value under protest that will be added if the taxpayer wins their protest.
The 2001 tax rate is being levied and set on a total Certified Net Taxable Value of$95,114,756. See"TAXING PROCEDURES".
(c) After issuance of the Bonds. See"DEBT SERVICE REQUIREMENTS".
(d) Neither Texas law nor the Bond Order requires that the District maintain any particular sum in the Debt Service Fund.
(e) As of July 30,2001. Based on 3.5 residents per active single family connection.
Combination Unlimited Tax and Revenue Bonds Authorized but Unissued-Table 5
Date Issued
Authorization Purpose Authorized to Date Unissued
07/13/85 Water, Sanitary $13,000,000 $5,810,000(a) $7,190,000
Sewer and Drainage
(a) Includes the Bonds.
Outstanding Bonds -Table 6
Principal
Original Amount
A. Dated Principal Outstanding
Date Series Purpose Amount (a 08/01/01
01/01/87 1987 Water, Sewer& Drainage $2,450,000 $ 0
07/01/99 1999 Water, Sewer& Drainage 1,410,000 1,410,000
_/01/01 2001 Water, Sewer& Drainage 1,950,000 (a) 1.950,000 (a)
$5,810,000 $3,360,000
B. 09/01/94 1994 Refunding $2,124,996 $1,620,000
Total
7 ,4 4 80 000
(a) The Bonds.
Cash and Investment Balances(Unaudited as of August 21,2001)-Table 7
Operating Fund $182,609
Debt Service Fund (a)
$427,006
Construction Fund $59,006
(a) Neither Texas law nor the Bond Order requires the District to maintain any particular sum in the Debt Service Fund.
31
The District has adopted an Investment Policy (the "Policy") as required by the Public Funds Investment Act,
Chapter 2256, Texas Government Code (the "Act"). The District's goal is to preserve principal and maintain
liquidity in a diversified portfolio while securing a competitive yield on its portfolio. Funds of the District are to be
invested only in accordance with the Policy. The Policy states that the funds of the District may be invested in short
term obligations of the U.S. or its agencies or instrumentalities, in certificates of deposits insured by the Federal
Deposit Insurance Corporation("FDIC")and secured by collateral authorized by the Act, and in TexPool and Texas
Class, which are public funds investment pools rated in the highest rating category by a nationally recognized rating
service. The District does not currently own, nor does it anticipate, the inclusion of long term securities or derivative
products in the portfolio.
Current Investments-Table 8
The District's funds are currently invested in TexPool ($726,578), LOGIC ($3,799) and money market funds. This
investment portfolio is generally representative of the District's investment practices although the District has in the
past or may in the future also invest in authorized Government Securities. State law requires the District to mark its
investments to market price each calendar quarter and upon the conclusion of each fiscal year, for the purpose of
compliance with applicable accounting policies concerning the contents of the District's audited financial statements.
The District currently marks its investments to market price monthly.
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 the "Texas Municipal Report," 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 such 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 of
debt service and the tax burden for operation,maintenance and/or general purposes is not included in these figures.
- % of Amount of
Net Debt Overlpg. Overlpg.
Taxin Body Amount As of Net Debt Net Debt
Williamson County $120,161,714 03/;1/00 0.47% $564,760
Round Rock Independent School Dist. $403,241,825 08/31/00 0.62% $2,500,099
TOTAL ESTIMATED OVERLAPPING NET DEBT $3.064.859
The District(a) $4,980,000 08/01/01 100.00% $4,980.000
TOTAL ESTIMATED DIRECT AND
OVERLAPPING NET DEBT $8,044,859
Ratio of Direct&Overlapping Net Debt
to 2001 Assessed Valuation 8.46%
6) After issuance of the Bonds.
32
Overlapping Taxes for 2000(a)
2000 Tax Average
Overlapping Entity Rate Per$100 Tax
Willi ison County Assessed Valuation gill(b)
Round Rock Independent School District $0.39500 $ 400
The District 1.70864 1,732
Total 0.74320 753
2.844 2.88
(a) The 2001 tax rates have not yet been set.
(b) Based upon the 2000 average single family home value of$I0 i,351.
TAX DATA
Classification of Assessed Valuation (a)-Table 9
2001 (b) 2000 1999
_ Tvpe Property Amount % Amount % Amount
Single-Family $80,330,654 84.72 $52,333,198 85.23 $43,628,592 81.98
Vacant Lots 5,081,089 5.36 2,348,040 3.83 2,726,855 5.12
Acreage 5,266,356 5.55 3,272,606 5.33 3,022,485 5.68
Commercial 1,295,210 1.37 1,223,057 1.99 1,184,516 2.23
Utilities 2,191,570 2.31 1,797,480 2.93 1,535,460 2.89
Personal Property 482,933 0.51 278,333 0.45 495,635 0.93
Inventory 167.000 0.18 148.200 0.24
Total 623,500 1.17
°
4 4 100.00/o - 14 100.00% S532-217,043 100.00%
(a) Reflects classification of assessed valuation as supplied by the Williamson Appraisal District ("WCAD") prior to adjustments or
exemptions. Such value may differ from the original certified assessed valuation,and any supplements or adjustments thereto,as supplied
by WCAD.
(b) Includes$93,598,860 Certified taxable value within the District on January 1, 2000 by Williamson County Appraisal District("WCAD")
plus an additional$1,515,896 which is the WCAD's estimate of value under protest that will be added if the Taxpayer wins their protest.
The 2001 tax rate is being levied and set on a total Certified Net Taxable Value of $95,114,756. See"TAXING PROCEDURES".
Tax Collections-Table 10
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 from District audits and records of the
District Tax Assessor/Collector. Reference is made to such audits and records for further and more complete
information. See "Classification of Assessed Valuation"above.
Assessed Tax Current Total
Year
Valuation Rate Tax Levv Amount % Amount % End ne
1993 $ 15,284,850 $1.0726 $163,945 $163,377 99.65 $165,513 100.35 09/30/94
1994 23,134,675 0.8750 203,723 203,114 99.70 203,603 99.94 09/30/95
1995 31,472,476 0.8250 256,259 254,445 99.29 255,547 99.72 09/30/96
1996 38,862,774 0.8500 330,142 325,359 98.55 325,359 98.55 09/30/97
1997 44,439,386 0.8111 360,448 356,966 99.03 361,302 100.24 09/30/98
1998 46,369,612 0.7960 371,291 364,982 98.30 368,645 99.29 09/30/99
1999 53,542,225 0.7910 423,519 421,391 99.50 430,175 101.57 09/30/00
2000 63,079,407 0.7432 468,806. 459,767 98.07 462,545 98.71 09/30/01(a)
(a) Collections through July 26,2001.
District Tax Rates—Table 11
Tax Rate Per$100 A.V. 2000 1999 1998 1997
1996
Debt Service $0.5877 $0.6330 $0.6333 $0.6611 $0.7000
Maintenance 0.1555 0.1580 0.1627 0.1500 0.1500
Total $0.7432 $0.7910 $0.7960 $0.8111 $0.8500
Tax Rate Limitation
The District's tax rate for debt service on the Bonds is legally unlimited as to rate or amount.
Maintenance Tax
The Board of Directors of the District has the statutory authority to levy and collect an annual ad valorem tax for
planning,maintaining,repairing and operating of the District's improvements, if such maintenance tax is authorized by a
vote of the District's electors. Such tax is in addition to taxes which the District is authorized to levy for paying principal
of and interest on the Outstanding Bonds, the Bonds, and any tax bonds which may be issued in the future. At an
election held within the District on July 13, 1985, voters of the District authorized the levy of a maintenance tax not to
exceed $1.00/$100 assessed valuation. As shown above under "District Tax Rates," the District levied a 2000
maintenance and operations tax of$0.1555 per$100 assessed valuation for tax year 2000.
Principal Taxpayers-Table 12
The following list of principal taxpayers was provided by Williamson County Appraisal District based on the 2001 and
2000 tax rolls of the District,which reflect ownership as of January 1,of each year shown.
Taxnayer Tvpe of Proaerty 2001 2000
KB Homes Lone Star LP(b) Vacant Lots, Homes $3,834,710 $1,930,110
Lennar Home of Texas(b) Vacant Lots,Homes 3,192,091 2,510,322
Texas Utilities Electric Utilities 2,026,970 1,689,680
Kimball Hill Homes Texas Inc.(b) Vacant Lots 1,722,025
Agape Round Rock Housing Inc. Apartments 1,567,725
(a)
Centex Senior Services Corp. Assisted Living Center 1,440,465 1,166,016
Chandler Creek Investments(b) Acreage 966,621 818,604
Whitehall Homes Inc. Vacant Lots, Homes 351,836 640,629
Kbone Inc. Two Homes 249,747 (a)
Highland Lakes Bank Land (a) 551,720
Total $15,352,190
Percent of Assessed Valuation 16.14% 17.41%
(a) Not a principal taxpayer for respective year.
(b) See"Developers/Landowners."
Tax Adequacy for Debt Service
The calculations shown below assume, solely for purposes of illustration, no increase or decrease in assessed
valuation from the 2000 Assessed Valuation and the 2001 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 "INVESTMENT CONSIDERATIONS—Factors Affecting Taxable Values
and Tax Payments- Impact on District Tax Rates."
Projected Average Annual Debt Service Requirements on
the Bonds and the Outstanding Bonds(2003 through 2008)..........................................
$564,438
$0.63 Tax Rate on 2001 Assessed Valuation of
$95,114,756 @ 95%collections produces..................................................................... $569,262
Projected Maximum Annual Debt Service Requirements on
the Bonds and the Outstanding Bonds(2005)................................................................ $566,385
$0.63 Tax Rate on 2001 Assessed Valuation of
$95,114,756 @ 95%collections produces..................................................................... $569,262
Debt Service Fund Management Index
Projected Debt Service Requirements for year ending 12/31/01........................................... $530,410 (a)
Projected Debt Service Fund Balance as of 09/30/01 (Un-Audited)............$428,074 (b)
Projected 2001 Tax Levy @ 95%collections produces...............................$506.01 1 (c)
Total Available for Debt Service.......................................................................................... $934,085
(a) The first interest payment on the Bonds is on February 1,2002-
(b) Neither Texas law nor the Bond Order requires that the District maintain any particular sum in the District's Debt Service Funds.
(c) The District levied a 2000 debt service tax rate of$0.5877 per$100 assessed valuation. In its order approvin.-the issuance of the Bonds,
the TNRCC recommended that a minimum debt service tar rate of$0.56 be levied by the District.
TAXING PROCEDURES
Authority to Levy Taxes
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 and Outstanding Bonds, and any additional bonds payable
from taxes which the District may hereafter issue (see "INVESTMENT CONSIDERATIONS - Future Debt") and to
pay the expenses of assessing and collecting such taxes. The District agrees in the Bond 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 annual ad valorem tax for the operation and maintenance of the
District and its water and wastewater system and for the payment of certain contractual obligations if authorized by its
voters. See"TAX DATA-Tax Rate Limitation".
Property Tax Code and County-Wide Appraisal District
The Texas Property Tax Code(the "Property Tax Code")specifies the taxing procedures of all political subdivisions
of the State of Texas, including the District. Provisions of the Property Tax Code are complex and are not fully
summarized 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 a county and an appraisal review board with the responsibility for
35
reviewing and equalizing the values established by the appraisal district. The Williamson County Appraisal District(the
"Appraisal District" or "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
General: 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; however,no effort is expected to be made by the Appraisal District
to include on a tax roll tangible or intangible personal property not devoted to commercial or industrial use. 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 the federal law;
income producing tangible personal property or mineral interest with a taxable value of less than $1,500; certain
property used for the control of air, water or land pollution; solar and wind powered energy devices; 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. Property owned by a disabled veteran or a veteran who died while on
active duty has been granted an exemption up to $3,000 of assessed value. Partially exempt to between $5,000 and
$12,000 of assessed value, depending upon the disability rating of the veteran, is property owned by a disabled veteran
or spouse or certain children. Also exempt, if approved by the Board or through a process of petition and referendum by
the District's voters,are residential homesteads of person sixty-five(65)years or older and of certain disabled persons to
the extent of $3,000 of appraised value or more. The District's tax assessor/collector is authorized by statute to
disregard such exemptions for the elderly and disabled if granting the exemptions would impair the District's obligation
to pay tax supported debt incurred prior to adoption of the exemptions by the District.
Residential Homestead Eremptions: The Property Tax Code authorizes the governing body of each political
subdivision in the State of Texas to exempt up to twenty(20%)percent 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 goveming
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 District has never adopted a general homestead exemption.
Tax Abatement. Williamson County 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 any part of the 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 improvement or repairs to the property in conformity with a comprehensive plan.
To date;the District has not executed any abatement agreements.
Valuation of Property for Taxation
Generally,property in the District must be appraised by the WCAD at market value as of January I 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
0 00%)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 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.
36
The Property Tax Code requires the WCAD to 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 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 of review in State district court. in such event, the value of the property
question will be determined by the court orb a 'u if requested b an P p rty in
Y J ry q Y Y party. Additionally,taxing units may bring suit
against the WCAD to compel compliance with the Property Tax Code.
The Property Tax Code sets forth notice and hearing procedures for certain tax rate increases by the District and
provides for taxpayer referenda, which could result in the repeal of certain tax increases. The Property Tax Code also
establishes a procedure for notice to property owners of reappraisals reflecting increased property value, appraisals
which are higher than renditions,and appraisals of property not previously on an appraisal roll.
Levy and Collection of Taxes
The District is responsible for the levy and collection of its taxes unless it elects to transfer the collection functions to
another governmental entity. Each year the rate of taxation is set by
District as of the the Board based upon the valuation of property
within the preceding January 1. Taxes are due or when billed,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 I of the year in which it becomes delinquent. If the tax is not paid by July 1 of the year in which it
becomes delinquent, the tax incurs a total penalty of twelve percent (12%) regardless of the number of months the tax
has been delinquent and incurs an additional penalty of up to fifteen percent (15%) if imposed by the District. The
delinquent tax also accrues interest at a rate of one percent(1%) for each month or portion of a month it remains unpaid.
The Property Tax Code also makes provision for the split payment of taxes, discounts for early payment and the
postponement of the delinquency date of taxes under certain circumstances.
District's Rights In The Event Of Tax Delinquencies
Taxes levied by the District are a personal obligation of the owner of the property as of January 1 of the year for which
the tax is imposed. On January I 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 "FINANCIAL STATEMENT—Overlapping Taxes for 2000"). 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 (a taxpayer may redeem
property within two (2)years after the purchaser's deed issued at the foreclosure sale is filed in the county records) or
by bankruptcy proceeding which restrict the collection of taxpayer debts. See "INVESTMENT CONSIDERATIONS-
General -Tax Collection and Foreclosure Remedies."
Legal Proceedings LEGAL MATTERS
Delivery of the Bonds will be accompanied by the unqualified approving legal opinion of the Attorney General of Texas
to the effect that the Bonds are valid and legally binding obligations of the District under the Constitution and laws of the
State of Texas payable from the proceeds of an annual ad valorem tax levied, without legal limit as to rate or amount,
upon all taxable property within the District and from certain Net Revenues generated from the District's water, sanitary
sewer and drainage system and based upon their examination of a transcript of certified proceedings relating to the
issuance and sale of the Bonds; the approving legal opinion of Bond Counsel, to a like effect, and to the effect that
interest on the Bonds is excludable from gross income of the holders for federal tax purposes under existing law,and the
Bonds are not "private activity bonds"under the Internal Revenue Code of 1986, as amended(the "Code")and interest
on the Bonds will not be subject to the alternative minimum tax on individuals and corporations, except as described
below in the discussion regarding the adjusted current eamings adjustments for corporations. See "APPENDIX B —
Bond Counsel Opinion."
Bond Counsel has reviewed the information appearing in this Official Statement under the caption "THE DISTRICT -
General," "THE BONDS," "TAXING PROCEDURES," "EXTRATERRITORIAL JURISDICTION AND
ANNEXATION," "LEGAL MATTERS," and "CONTINUING DISCLOSURE OF INFORMATION," solely to
determine whether such information fairly summarizes matters of law and the provisions of the documents referred to
therein. Bond Counsel has not,however, independently verified any of the factual information contained in this Official
Statement nor has it conducted an investigation of the affairs of the District or the developers for the purpose of passing
upon the accuracy or completeness of this Official Statement. No person is entitled to rely upon Bond Counsel's limited
participation as an assumption of responsibility for or an expression of opinion of any kind with regard to the accuracy
or completeness of any information contained herein.
The legal fees paid to Bond Counsel for services rendered in connection with the issuance of the Bonds are based on a
percentage of the bonds actually issued, sold and delivered and, therefore, such fees are contingent upon the sale and
delivery of the Bonds.
No Material Adverse Change
The obligations of the Initial Purchaser to take and pay for the Bonds, and of the District to deliver the Bonds, are
subject to the condition that, up to the time of delivery of and receipt of payment for the Bonds,there shall have been no
material adverse change in the condition(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.
Ivo-Litigation Certificate
The District will furnish the Initial Purchaser a certificate, dated of the date of delivery of the Bonds, executed by both
the President or Vice President and Secretary or Assistant Secretary of the Board, to the effect that no litigation of any
nature has been filed or is to heir knowledge then pending or threatened, either in state or federal courts, contesting or
attaching 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.
TAX MATTERS
Tax Exemption
The delivery of the Bonds is subject to the opinion of Winstead Sechrest & Minick P.C., Bond Counsel, that, (1)
interest on the Bonds will be excludable from gross income of the owners thereof for federal income tax purposes
under section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and (2) the Bonds will not be
treated as "private activity bonds" within the meaning of section 141 of the Code and that, accordingly, interest on
the Bonds will not be included as an alternative minimum tax preference item under section 57(a)(5) of the Code.
Except as stated above, Bond Counsel will express no opinion as to any other federal, state, or local tax
consequences under present law or proposed legislation resulting from the receipt or accrual of interest on or the
acquisition, ownership, or disposition of the Bonds. See APPENDIX B FORM OF OPINION OF BOND
COUNSEL.
The Code imposes a number of requirements that must be satisfied for interest on state and local obligations, such as
the Bonds, to be excludable from gross income of the owners thereof for federal income tax purposes. The District
has covenanted that it will comply with these requirements which include limitations on the use of proceeds of the
Bonds and the source of repayment, limitations on the investment of proceeds of the Bonds prior to expenditure, the
calculation and payment to the United States Treasury of certain "arbitrage profits", the filing of an information
return with the Internal Revenue Service, and certain other matters.
In rendering their opinions, Bond Counsel will rely upon representations and certifications of the District with
respect to matters solely within the knowledge of the District, which Bond Counsel have not independently verified,
and will assume continuing compliance by the District with the District's covenants pertaining to those sections of the
Code which affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. If such
representations and certifications are determined to be inaccurate or incomplete, or the District fails to comply with
the foregoing covenants, interest on the Bonds could become includable in gross income retroactively to the date of
issuance of the Bonds, regardless of the date on which the event causing such inclusion occurs.
The statutes, regulations, published rulings, and court decisions upon which Bond Counsel have based their opinions
are subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and
the Internal Revenue Service (the "Service"). 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 receipt or accrual of interest
on or the acquisition, ownership, or disposition of the Bonds. No ruling has been sought from the Service and the
opinions of Bond Counsel are not binding on the Service. The Service has an ongoing program of auditing tax-
exempt obligations to determine whether, in the view of the Service, interest on such tax-exempt obligations is
includable in the gross income of the owners thereof for federal income tax purposes. No assurances can be given as
to whether or not the Service will commence an audit of the Bonds. If an audit is commenced, under current
procedures the Service will treat the District as the taxpayer and the owners of the Bonds would have no right to
participate in the audit process. In responding to or defending an audit with respect to the Bonds, the District may
have different or conflicting interest from the owners of the Bonds.
The opinions set forth above are based upon existing law and Bond Counsel's knowledge of the facts on the date of
issuance of the Bonds. Such opinions are an expression of professional judgment and not a guarantee of result.
Bond Counsel assumes no obligation to update or supplement their opinions to reflect any facts or circumstances that
may come to their attention or any changes in law that may occur after the date of issuance of the Bonds.
Federal Income Tax Accounting Treatment of Discount and Premium Bonds
The initial public offering price of certain stated maturities of the Bonds may be less than the stated redemption price
at maturity (as defined in section 1272 of the Code and Income Tax Regulations thereunder) on the Bonds (the
"Original Issue Discount Bonds"). Assuming that all of the Original Issue Discount Bonds have been initially
offered and a substantial amount of each maturity thereof has been sold, to the general public in arm's length
transactions for a price (with no other consideration being included) for not more than the initial offering prices
stated in the Official Statement, an amount equal to the difference between the initial public offering price of an
Original Issue Discount Bond and the stated redemption price at maturity constitutes "original issue discount" to the
initial purchaser of such Original Issue Discount Bond. Such original issue discount may result from the payment of
accrued interest by the initial purchaser, bonds having an interest payment period longer than six months, or the
purchase by the initial purchaser at a discount from the face amount of the Bonds. Under existing law, such initial
purchaser is entitled to exclude from gross income 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 purchaser. 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, the amount realized by such purchaser in excess of the basis of such Original Issue Discount Bond in the
hands of such purchaser (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 purchaser) is includable in gross income.
Original issue discount is considered to be accrued actuarially in accordance with the constant interest method over
the life of the Original Issue Discount Bond, taking into account the semiannual compounding of accrued interest, at
the yield to maturity on such Original Issue Discount Bond. The allocation of such original issue discount will
generally result in an amount treated as interest that is different than the amount of the payment denominated as
interest actually received by the owner thereof during the taxable year.
The federal income tax consequences of the acquisition, 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 purchasers 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 acquisition, ownership, redemption,
sale, or other disposition of,such Original Issue Discount Bonds.
The initial public offering price of certain stated maturities of the Bonds (the "Premium Bonds") maybe greater than
the amount payable on such Bonds at maturity. An amount equal to the difference between the initial public offering
price of a Premium Bond assuming that a substantial amount of the Premium Bonds of that maturity are sold to the
public at such price, and the amount payable at maturity constitutes premium to the initial purchaser of such
Premium Bond. The basis for federal income tax purposes of a Premium Bond in the hands of such purchaser must
be reduced each year by the amortizable bond premium. Such reduction in basis will increase the amount of any
gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other
taxable disposition of a Premium Bond. The amount of premium which is amortizable each year by an initial
purchaser is determined by using such purchaser's yield to maturity. All purchasers of the Premium Bonds should
consult with their own tax advisors with respect to the determination of amortizable bond premium with respect to
the Premium Bonds for federal income tax purposes and with respect to the federal, state, local, and foreign tax
consequences of acquisition, ownership, redemption, sale,or other disposition of,such Premium Bonds.
Collateral Federal Income Tax Consequences
The following discussion is a summary of certain collateral federal income tax consequences resulting from the
receipt or accrual of interest on or the acquisition, 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.
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, individuals otherwise qualifying for the earned income
tax credit, owners of an interest in a financial asset securitization investment trust, certain S corporations with
Subchapter C earnings and profits, and taxpayers who may be deemed to have incurred or continued indebtedness to
purchase or carry,or who have paid or incurred expenses allocable to, tax-exempt obligations.
INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE,
SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX TREATMENT WHICH
MAY BE ANTICIPATED TO RESULT FROM THE RECEIPT OR ACCRUAL OF INTEREST ON OR THE
ACQUISITION, OWNERSHIP, AND DISPOSITION OF TAX-EXEMPT OBLIGATIONS BEFORE
DETERMINING WHETHER TO PURCHASE THE BONDS.
Interest on the Bonds will be included in the "adjusted current earnings" of certain corporations for purposes of
computing their alternative minimum tax imposed by section 55 of the Code.
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, owners of tax-exempt obligations, such as the Bonds, may be required to disclose
interest received or accrued during each taxable year on their returns with respect to federal income taxes.
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
"A
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 (defined below) 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 owner 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 resulting from the receipt or accrual
of interest on or the acquisition, 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 certain "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 $10,000,000 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.
The District will 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 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 exceeds $10,000,000, then such obligations
might fail to satisfy the$10,000,000 limitation and the obligations would not be "qualified tax-exempt obligations.
CONTINUING DISCLOSURE OF INFORMATION
In the Bond Order, the District is obligated to provide certain updated financial information and operating data
annually and timely notice of specified material events, to certain information vendors for the benefit of the
registered and beneficial owners of the Bonds. This information will be available to securities brokers and others
who subscribe to receive the information from the vendors.
Annual Reports
The District will provide certain updated financial information and operating data to certain information vendors
annually. The information to be updated includes all quantitative financial information and operating data with
respect to the District of the general type included in this Official Statement as Tables 1 through 12 and in Appendix
A. The District will update and provide this information within nine months after the end of each fiscal year ending
in or after 2001. The District will provide the updated information to each nationally recognized municipal
securities information repository("NRMSIR") and to any state information depository ("SID") that is designated by
the State of Texas and approved by the staff of the United States Securities and Exchange Commission(the "SEC").
The District may provide updated information in full text or may incorporate by reference certain other publicly
available documents, as permitted by SEC Rule 15c2-12 (the "Rule"). The updated information will include audited
financial statements, if it is completed by the required time. If audited financial statements are not available by the
required time, the District will provide audited financial statements when the audit report becomes available. Any
such financial statements will be prepared in accordance with the accounting principles described in Appendix A or
such other accounting principles as the District may be required to employ from time to time pursuant to state law or
41
regulation.
The District's current fiscal year end is September 30, 2001. According]
t must
by
June 30, in each year, commencing after 2001 unless the District changes its fiscal year.,dif the Dis ictormation chan es its
fiscal year, it will notify each NRMSIR and any SID of the change.
Material Event Notices
The District will also provide timely notices of certain events to certain information vendors. The District will
provide notice of any of the following events with respect to the Bonds, if such event is material to a decision to
purchase or sell Bonds: (1)principal and interest payment delinquencies; (2)non-payment related defaults;
(3)unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit
enhancements reflecting financial difficulties; (5)substitution of credit or liquidity providers, or their failure to
perform; (6)adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7)modifications to rights
of registered owners; (8)Bond calls; (9)defeasances; (10)release, substitution, or sale ofro e
repayment of the Bonds; and (1 1)rating changes. In addition, the District will provide timely notice of nyefailure
by the District to provide information,data,or financial statements in accordance with its agreement described above
under "Annual Reports". The District will provide each notice described in this paragraph to any SID and to either
each NRMSIR or the Municipal Securities Rulemaking Board("MSRB").
Availability of Information from NRMSIRs and SID
The District has agreed to provide the foregoing information only to NRMSIRs and any SID. The information will
be available to registered owners only if the registered owners comply with the procedures and pay the charges
established by such information vendors or obtain the information through securities brokers who do so.
The Municipal Advisory Council of Texas has been designated by the State of Texas as a SID and has received a no
action letter from the SEC that recognized the Municipal Advisory Council as a SID. The address of the Municipal
Advisory Council is 600 West 8th Street, P.O. Box 2177, Austin, Texas 78768-2177, and its telephone number is
512/476-6947.
Limitations and Amendments
The District has agreed to update information and to provide notices of material events only as described above. The
District has not agreed to provide other information that may be relevant or material to a complete presentation of its
financial results of operations,condition,or prospects or agreed to update any information that is provided,except as
described above. The District makes no representation or warranty concerning such information or concerning its
usefulness to a decision to invest in or sell Bonds at any future date. The District disclaims any contractual or tort
liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any
statement made pursuant to its agreement, although registered owners may seek a writ of mandamus to compel the
District to comply with its agreement.
This continuing disclosure agreement may be amended by the District from time to time to adapt to changed
circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature,
status, or type of operations of the District, but only if(1) the provisions, as so amended, would have permitted an
underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into
account any amendments or interpretations of the Rule since such offering as well as such changed circumstances
and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of the Bond Order that authorizes such an amendment) of the outstanding Bonds consent to such
amendment or (b) a person that is unaffiliated with the District (such as nationally recognized bond counsel)
determined that such amendment will not materially impair the interest of the registered owners and beneficial
owners of the Bonds. The District may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not
prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
42
Compliance with Prior Undertakings
During the past five (5) years, the District has complied in all material respects with its previous continuing
disclosure agreements made pursuant to SEC Rule 15c2-12.
FINANCIAL ADVISOR
The Official Statement was compiled and edited under the supervision of SAMCO Capital Markets (the "Financial
Advisor"), which firm was employed in 2000 as Financial Advisor to the District. The fees paid the Financial Advisor
for services rendered in connection with the issuance and sale of the Bonds are based on a percentage of the Bonds
actually issued, sold and delivered, and therefore such fees are contingent on the sale and delivery of the Bonds. The
Financial Advisor has requested the right to bid on the Bonds,and the District has given its consent.
Preparation OFFICIAL STATEMENT
The information in this Official Statement was compiled and edited by the Financial Advisor. In addition to compiling
and editing such information, the Financial Advisor has obtained the information set forth herein under the captions
indicated from the following sources:
"THE DISTRICT";Gray Jansing&Associates, Inc.("Engineer"), Round Rock Independent School District,
and Chandler Creek Investment Limited Partnership Development, K& B, Lennar, and Kimball Hill Homes
("Developers"); "LANDOWNERS AND DEVELOPERS"—the Developers; "THE SYSTEM"—Engineer;
"COMBINATION UNLIMITED TAX AND REVENUE BONDS AUTHORIZED BUT UNISSUED" —
Records of the District("Records"), `FINANICAL STATEMENT"—Williamson County Appraisal District;
`ESTIMATED OVERLAPPING DEBT STATEMENT" — Municipal Advisory Council of Texas; "TAX
DATA" — and "WATER AND SEWER OPERATIONS" — Audits, Records and Tax Assessor/Collector;
"MANAGEMENT' — District Directors; "THE BONDS," "CONTINUING DISCLOSURE OF
INFORMATION"; "TAXING PROCEDURES," "EXTRATERRITORIAL JURISDICTION AND
ANNEXATION,"and"LEGAL MATTERS"—Winstead, Sechrest&Minick P.C.
Experts
In approving this Official Statement, the District has relied upon the following experts in addition to the Financial
Advisor.
The Engineer: The information contained in the 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 Jansing & Associates, Inc., and has been
included in reliance upon the authority of said firm as experts in the field of civil engineering.
Appraisal District: The information contained in the Official Statement relating to the certified assessed
valuation of property in the District and, in particular such information contained in the sections captioned
`FINANCIAL STATEMENT" and "TAX DATA" has been provided by the Williamson County Appraisal
District, in reliance upon the authority as experts in appraising and tax assessing.
Tax Assessor/Collector. The information contained in this Official Statement relating to principal tax payers
and tax collection rates has been provided by Ms. Deborah Hunt in reliance upon her authority as an expert
in the field of tax assessing and collecting.
Updating the Official Statement During Underwriting Period
If, subsequent to the date of the Official Statement to and including the date the Initial Purchaser is no longer required to
provide an Official Statement to potential customers who request the same pursuant to Rule 15c2-12 of the federal
Securities Exchange Act of 1934 (the "Rule") (the earlier of(i) 90 days from the "end of the underwriting period" (as
defined in the Rule)and(ii)the time when the Official Statement is available to any person from a nationally recognized
repository but in no case less than 25 days after the`'end of the underwriting period"), the District learns or is notified by
the Initial Purchaser of any adverse event which causes any of the key representations in the Official Statement to be
materially misleading,the District will promptly prepare and supply to the Initial Purchaser a supplement to the Official
Statement which corrects such representation to the reasonable satisfaction of the Initial Purchaser, unless the Initial
Purchaser elects to terminate its obligation to purchase the Bonds as described below. The obligation of the District to
update or change the Official Statement will terminate when the District delivers the Bonds to the Initial Purchaser(the
"end of the underwriting period"within the meaning of the Rule),unless the Initial Purchaser provides written notice the
District that less than all the Bonds have been sold to ultimate customers on or before such date, in which case the
obligation to update or change the Official Statement will extend for an additional period of time of 25 days after all of
the Bonds have been sold to ultimate customers. In the event the Initial Purchaser provides written notice to the District
that less than all of the Bonds have been sold to Ultimate customers, the Initial Purchaser agrees to notify the District in
writing following the occurrence of the"end of the underwriting period"as defined in the Rule.
Certification as to Official Statement
The District, acting by and through its Board of Directors in its official capacity, in reliance upon the experts listed
above,hereby certifies,as of the date hereof,that to the best of its knowledge and belief,the information,statements and
descriptions pertaining to the District and its affairs herein contain no untrue statements of a material fact and do not
omit to state any material fact necessary to make the statements herein, in light of the circumstances under which they
were made, not misleading. The information, description and statements concerning entities other than the District,
including particularly other governmental entities, have been obtained from sources believed to be reliable, but the
District has made no independent investigation or verification of such matters and makes no representation as to the
accuracy or completeness thereof.
Official Statement "Deemed Final"
For purposes of compliance with Rule 15c(2)-12 promulgated by 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.
The 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
the Bonds,as that term is defined in Rule 15c(2)-12.
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/
Douglas D. Eastwood
President,Board of Directors
The Meadows at Chandler Creek
Municipal Utility District
/s/
Diane Barnes
Secretary, Board of Directors
The Meadows at Chandler Creek
Municipal Utility District
(The remainder of this page intentionally left blank.]
PHOTOGRAPHS
The following photographs were taken in the District in August, 2001. The homes and commercial establishments
shown in the photographs are representative of the type of construction presently located within the District, and
these photographs are presented solely to illustrate such construction. The District makes no representation that any
additional construction such as that as illustrated in the following photographs will occur in the District. See "THE
DISTRICT."
APPENDIX A
Audited Financial Statements
The information contained in this appendix has been excerpted from the audited financial statements of The
Meadows at Chandler Creek Municipal Utility District for the fiscal year ended September 30, 2000. Certain
information not considered to be relevant to this financing has been omitted; however, complete audit reports are
available upon request.
APPENDIX B
Form of Opinion of Bond Counsel
DATE: September 21, 2001
SUBJECT: City Council Meeting— September 27, 2001
ITEM: 15.D.2. Consider a resolution approving the issuance of 51,950,000
Combination Unlimited Tax and Revenue Bonds, Series 2001 by
the Meadows at Chandler Creek Municipal Utility District.
Resource: David Kautz, Finance Director
History: As part of the Agreement Concerning Creation and Operation of the Meadows
at Chandler Creek Municipal Utility District (the "District") entered into by the
City and the District, the City must consider and approve the issuance of bonded
debt.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: Winstead Sechrest&Minick P.C. (Bond Counsel)
SAMCO Capital Markets(Financial Advisor)
ImpactBenefit: The Bonds are obligations of the District and are not the obligations of
the City of Round Rock or any other political subdivision or any entity
other than the District. The bond proceeds will be used to acquire water,
wastewater and drainage lines to serve the District.
Public Comment: N/A
Sponsor: N/A