R2001-0046 03-26-01 RESOLUTION NO. R2001-46
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, APPROVING A BOND ORDER OF BRAZORIA COUNTY
MUNICIPAL UTILITY DISTRICT NO. 6 AUTHORIZING THE ISSUANCE OF
$2,370,000 UNLIMITED TAX BONDS, SERIES 2001.
WHEREAS, the Brazoria County Municipal Utility District No. 6 (the "District")
is located within the extraterritorial jurisdiction of the City of Pearland, Texas
(the "City"); and
WHEREAS, by Resolution No. R86-7, dated February 10, 1986, the City
consented to the creation of the District, and placed certain conditions on the issuance
of bonds by the District, including the approval by the City Council of the District's
resolution authorizing the issuance of such bonds; and
WHEREAS, the City Council has considered such a bond resolution in connection
with the issuance of the District's proposed $2,370,000 Unlimited Tax Bonds,
Series 2001, and has found it to be acceptable; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. All of the matters and facts set forth in the preamble hereof are
true and correct.
Section 2. The bond order of the board of directors of Brazoria County
Municipal Utility District No. 6, authorizing the issuance of its $2,370,000 Unlimited
Tax Bonds, Series 2001, is hereby approved.
Section 3. The Mayor of the City of Pearland is hereby authorized to execute
such letters or other documents required to be provided to the Attorney General of
Texas in connection with the issuance of such bonds by the District.
RESOLUTION NO. R2001-46
Section 4. This Resolution shall take effect immediately from and after its
passage in accordance with the provisions of the Charter of the City of Pearland and
it is accordingly so resolved.
PASSED, APPROVED and ADOPTED this the 26 day of 14arch ,
A. D., 2001.
TOM REID
MAYOR
ATTEST:
Y,/~NG L~[F~G {
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
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R2001-46
OFFICIAL NOTICE OF SALE AND
PRELIMINARY OFFICIAL STATEMENT
$2,370,000
BRAZORIA COUNTY
MUNICIPAL UTILITY DISTRICT NO. 6,
OF BRAZORIA COUNTY, TEXAS
(A Political Subdivision of the State of Texas
located in Brazoria County, Texas)
UNLIMITED TAX BONDS, SERIES 2001
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Ye RARRIS COUNTY'`is.
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BRAZORIA
COUNTY
MUM Hughes Nance Road
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Broadway Street i
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Pearland
1/4 a Babas •Road •_._._...
Silverlake
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Selling: Monday, March 26, 2001 at 12:00 Noon, Houston, Texas Time
Prepared under the supervision of
Legg Mason Wood Walker
Incorporated
1111 Bagby Street, Suite 1400
Houston, Texas 77002
Financial Advisor to the District
This OFFICIAL NOTICE OF SALE does not alone constitute an invitation for bids on the Bonds but is merely
notice of sale of the Bonds described herein. The invitation for bids is being made by means of this OFFICIAL
NOTICE OF SALE, the PRELIMINARY OFFICIAL STATEMENT and the OFFICIAL BID FORM attached
hereto. Information contained in this OFFICIAL NOTICE OF SALE is qualified in its entirety by the detailed
information contained in the PRELIMINARY OFFICIAL STATEMENT.
OFFICIAL NOTICE OF SALE
$2,370,000
BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO.6,
OF BRAZORIA COUNTY,TEXAS
(A political subdivision of the State of Texas located in Brazoria County,Texas)
UNLIMITED TAX BONDS,SERIES 2001
Selling: Monday,March 26,2001 at 12:00 Noon,Houston,Texas Time
The Bonds are obligations solely of Brazoria County Municipal Utility District No. 6, of Brazoria County, Texas
(the"District"), and are not obligations of the State of Texas;Brazoria County;the City of Pearland,Texas;Cit3i'of
Manvel,Texas;or any entity other than the District.
THE BONDS ARE"QUALIFIED TAX-EXEMPT OBLIGATIONS"FOR FINANCIAL INSTITUTIONS.
THE SALE
Bonds Offered for Sale at Competitive Bidding . . . Brazoria County Municipal Utility District No. 6, of Braz ria
County,Texas(the"District"),is offering for sale$2,370,000 Unlimited Tax Bonds,Series 2001 (the"Bonds").
Address of Bids . . . Sealed bids,plainly marked"Bid for Bonds,"should be addressed and delivered to the Board of
Directors,Brazoria County Municipal Utility District No. 6,at the designated meeting place outside the boundaries of
the District, do Schwartz,Page&Harding, L.L.P., 1300 Post Oak Blvd., Suite 1400,Houston,Texas 77056 pri4r to
12:00 Noon,Houston,Texas Time,on the date of the bid opening.No bids will be accepted after 12:00 Noon. All bids
must be submitted in duplicate on the Official Bid Form, copies of which accompany the Preliminary Official
Statement.
Time and Place of Bid Opening...The District will open and publicly read sealed bids for the purchase of the Bonds
at the designated meeting place outside the boundaries of the District,do Schwartz,Page&Harding,L.L.P., 1300 Post
Oak Blvd., Suite 1400,Houston,Texas 77056, at 12:00 Noon,Houston, Texas Time,Monday,March 26,2001.The
Board of Directors of the District will formally award the sale of the Bonds at its meeting.
Award of Bonds . . . The District will take action to award the Bonds or reject all bids promptly upon the Board of
Directors reviewing and approving the bids. Upon awarding the Bonds, the District also will adopt the order
authorizing issuance of the Bonds (the "Order") and will approve the Official Statement. Sale of the Bonds will be
made subject to the terms,conditions and provisions of the Order,to which reference is hereby made for all purposes.
THE BONDS
Description of Bonds . . . The Bonds will be dated April 1, 2001, and interest on the Bonds will be pa able
September 1,2001, and semiannually thereafter on each March 1 and September 1 ("Interest Payment Date")until
maturity or earlier redemption. The Bonds will be delivered to the Initial Purchaser (hereinafter defined) a one
Bond for each maturity,in fully registered form,and may be exchanged for Bonds in the denomination of$5,0100 or
any integral multiple thereof.Principal and semiannual interest will be paid by The Bank of New York,New York,
New York, the paying agent/registrar(the "Paying Agent/Registrar"). Principal of and redemption price, if any, of
the Bonds will be payable to the registered owner ("Registered Owner") at maturity or earlier redemption upon
presentation and surrender to the Paying Agent/Registrar.Interest on the Bonds will be payable by check dated as of
the Interest Payment Date, and mailed on or before each Interest Payment Date by the Paying Agent/Registrar to
each Registered Owner as of the 15th day of the month immediately preceding an Interest Payment Date("Record
Date") or by such other customary banking arrangement as agreed upon by the Paying Agent/Registrr and
Registered Owner,at the risk and the expense of the Registered Owner. The Bonds mature serially on September 1
in the years and amounts shown below.
i
2002 $65,000 2012 $115,000
2003 70,000 2013 120,000
2004 75,000 2014 130,000
2005 80,000 2015 135,000
2006 85,000 2016 145,000
2007 90,000 2017 150,000
2008 95,000 2018 160,000
2009 100,000 2019 170,000
2010 105,000 2020 180,000
2011 110,000 2021 190,000
Redemption Provisions... The District reserves the right to redeem prior to maturity those Bonds maturing on or
after September 1,2012,in whole or from time to time in part in integral multiples of$5,000 on September 1,2011,
or on any Interest Payment Date thereafter 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 the Bonds are redeemed, the District shall determine
the maturity or maturities and the amounts thereof to be redeemed in integral multiples of$5,000 within a maturity.
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/Registrar by method of random selection.
Source and Security of Payment...The Bonds will constitute valid and legally binding obligations of the District,
with principal and interest payable solely from the proceeds of a continuing, direct, annual ad valorem tax levied,
without legal limitation as to rate or amount,against all taxable property located within the District.
Other Terms and Covenants . .. Other terms of the Bonds and various covenants of the District contained in the
Bond Order 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,all or none,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 7.21%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 1/8 or 1/20 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.
Serial Bonds and/or Term Bonds...Bidders have the option of specifying that the principal amount of the Bonds
payable in any two or more consecutive years may, in lieu of maturing in each of such years,be combined into one
or more term bonds. Term bonds may be used for any of the maturities in the years 2012 through 2021, both
inclusive.
In the event that bidders choose to specify one or more term bonds, such term bonds will be subject to mandatory
redemption by the District prior to their scheduled maturities on September 1 in the years and in the amounts set
forth in the maturity schedule of the serial bonds. The term bonds,along with the serial bonds maturing on and after
September 1,2012,will be subject to optional redemption on September 1,2011,or any date thereafter,in whole or
from time to time in part, at a price of par plus accrued interest from the most recent interest payment date to the
date fixed for redemption.
Basis of Award . . . For the purpose of awarding sale of the Bonds, the total interest cost of each bid will be
computed by determining, at the interest 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. The District reserves the right to reject any or all bids and to waive
any and all irregularities, except time of filing. Subject to such rights, the Bonds will be awarded to the bidder
whose bid, based on the above computation, produces the lowest net interest cost to the District. In the event of
mathematical discrepancies between the interest rate or rates and the interest rate cost determined therefrom,as both
appear on the Official Bid Form, the bid will be solely governed by the interest rates shown on the Official Bid
Form.
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Good Faith Deposit...Each bid must be accompanied by a bank cashier's check payable to the order of`Brazoria
County Municipal Utility District No. 6"in the amount of$47,400 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 uncashed by the District until the Bonds are delivered. No interest will be paid on the Good Faith
Deposit. Upon payment for and delivery of the Bonds in immediately available funds,the Good Faith Deposit will
be returned uncashed to the Initial Purchaser. 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,Legg Mason Wood Walker,Inc.,
has requested the right to bid on the Bonds,and the District has given its consent.
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.
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(e)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,any ratings assigned to the Bonds(if not currently included),
the purchase of municipal bond insurance,if any,and the initial public offerig g 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 schedu#e.
The District does not intend to amend or supplement the Official Statement otherwise, except to take into account
certain subsequent events, if any, as described below. Accordingly, the District deems the accompanying
Preliminary Official Statement to be final as of its date,within the meaning of SEC Rule 15c2-12(b)(1),except for
the omission of the foregoing items. Notwithstanding the foregoing, the only representations concerning tie
absence of material misstatements or omissions from the Official Statement which are or will be made by tie
District are those described in the Official Statement under"OFFICIAL STATEMENT-Certification as to Official
Statement"
Changes to Official Statement...If,subsequent to the date of the Official Statement,the District learns,through
the ordinary course of business and without undertaking any investigation or examination for such purposes, or is
notified by the 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 ACCOMPANYING DOCUMENTS - Conditions to Delivery." The
obligation of the District to do so will terminate when the District delivers the Bonds to the Initial Purchaser,unless
the Initial Purchaser notifies the District that less than all of the Bonds have been sold to ultimate customers on or
before such date,in which case the obligation will extend for an additional period of time(but not for more than 0
days after the sale date)until all of the Bonds have been sold to ultimate customers.
Delivery of Official Statements...The District will furnish to the Initial Purchaser(and to each other participa' g
underwriter of the Bonds,within the meaning of SEC Rule 15c2-12(a), designated by the Initial Purchaser),wi
seven(7)business days after the sale date,the aggregate number of Official Statements specified in the winning bid.
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 additionaln
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 an equal number of 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.
Continuing Disclosure . . .The District will agree in the Order to provide certain periodic information and notices
of material events in accordance with Rule 15c2-12, as described in the Preliminary Official Statement under
"CONTINUING DISCLOSURE OF INFORMATION."The Initial Purchaser's obligation to accept and pay for the
Bonds is conditioned upon delivery to the Initial Purchaser of the certified copy of the Order containing the
agreement described under such heading.
DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS
Initial Delivery of Initial Bonds...Initial delivery("Initial Delivery")will be accomplished by the issuance of one
initial bond for each maturity (the "Initial Bonds"), either in typed or printed form, registered in the name of the
Initial Purchaser, manually signed by the President or Vice President and Secretary or Assistant Secretary of the
Board,or executed by such facsimile signatures and approved by the Attorney General of Texas,and registered and
manually signed by the Comptroller of Public Accounts of Texas or his authorized deputy. Initial Delivery will be
at the principal corporate trust office of the Paying Agent/Registrar in Houston,Texas on April 26, 2001.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 five (5) business days' notice of the time fixed for
delivery of the Bonds. It is anticipated that Initial Delivery can be made on or about May 1,2001, and, subject to
the aforementioned notice, it is understood and agreed that the Initial Purchaser will accept delivery of and make
payment for the Bonds by 10:00 A.M., Houston,Texas time,May 1, 2001, or thereafter on the date the Bonds are
tendered for delivery,up to and including June 1,2001. If for any reason the District is unable to make delivery on
or before June 1,2001,then the District shall immediately contact the Initial Purchaser and offer to allow the Initial
Purchaser to extend its offer for an additional thirty (30) days. If the Initial Purchaser does not elect to extend its
offer within six(6)business days thereafter,then its Good Faith Deposit will be returned,and both the District and
the Initial Purchaser shall be relieved of any further obligation.
Delivery of Exchange Bonds...Upon presentment of the Initial Bonds and upon payment for the Initial Bonds at
the time of the Initial Delivery,the Paying Agent/Registrar shall cancel the Initial Bonds and deliver the exchange
Bonds in denominations of any integral multiple of$5,000 for any one maturity in accordance with instructions
received from the Initial Purchaser as to the persons to whom such exchange bonds are to be registered and
transferred, the addresses of such persons, and the principal amounts and maturity of such exchange Bonds. Such
Bonds shall be registered by the Paying Agent/Registrar. If the Initial Purchaser desires to exchange the Initial
Bonds for exchange Bonds on the same day as the delivery of the Initial Bonds,the Initial Purchaser must furnish to
the Paying Agent/Registrar,at least five(5)business days prior to the Initial Delivery,written instructions on forms
to be provided by the Paying Agent/Registrar designating the names of the persons to whom such exchange Bonds
are to be registered and transferred, addresses, social security or taxpayer identification numbers of such persons,
and the principal amounts, maturities, and denominations of the exchange Bonds corresponding to such persons.
The Paying Agent/Registrar will not accept any registration instructions after the five(5)day period. Otherwise,the
Initial Bonds will be transferred and exchanged in the ordinary course by the Paying Agent/Registrar. It is
understood that all costs and expenses for the shipping,packing,insuring and delivery of the exchange Bonds shall
be borne by the Initial Purchaser if the Initial Purchaser requests delivery of the exchange Bonds at any location
other than the principal corporate trust office of the Paying Agent/Registrar.
CUSIP Numbers...It is anticipated that CUSIP identification numbers will be printed on the Bonds,but neither the
failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or
refusal by the Initial Purchaser to accept delivery of and pay for the Bonds in accordance with the terms of this
OFFICIAL NOTICE OF SALE. CUSIP identification numbers will be made available to the Initial Purchaser at the
time the Bonds are awarded or as soon thereafter as practicable. The CUSIP Service Bureau charge for the
assignment of the numbers shall be the responsibility of and shall be paid by the Initial Purchaser.
Conditions to Delivery...The Initial Purchaser's obligation to accept delivery of and pay for the Bonds is subject to
the issuance of the legal opinion of the Attorney General of Texas as to the legality of the Bonds, and the legal
opinion of Schwartz, Page & Harding, L.L.P. ("Bond Counsel"), the No-Litigation Certificate, and the non-
occurrence of the events indicated under"No Material Adverse Change"all as described below.
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Legal Opinions... The District will furnish to the Initial Purchaser a transcript of certain certified proceedings,
incident to the issuance and authorization of the Bonds,including a certified copy of the approving legal opinion of
the Attorney General of Texas,as recorded in the Bond Register of the Comptroller of Public Accounts of the State,
of Texas, to the effect that the Attorney General has examined a transcript of proceedings authorizing the issuance
of the Bonds, and that based upon such examination, 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 in the District. The District will also furnish the approving legal opinion of Schwartz, Page &Harding,
L.L.P., Bond Counsel,Houston, Texas, to the effect that,based upon an examination of such transcript,the Bonds
are valid and binding obligations of the District under the Constitution and laws of the State of Texas,except to the
extent that enforcement of the rights and-remedies of the holders of the Bonds may be limited by laws relating tOi
bankruptcy, reorganization, or other similar laws of general application affecting the rights of creditors of political
subdivisions such as the District. The legal opinion of Bond Counsel will further state that the Bonds are payable,
both as to principal and interest, from the levy of ad valorem taxes without limitation as to rate or amount,against
taxable property within the District, and that the interest on the Bonds is excludable from gross income for federal
income tax purposes under statutes,regulations,published rulings and court decisions existing on the date of sucli
opinion assuming compliance by the District with certain covenants.relating to the use and investment of the
proceeds of the Bonds. See"LEGAL MATTERS"in the Preliminary Official Statement. Such opinions express no
opinion with respect to the sufficiency of the security for or marketability of the Bonds. The opinion of Bono
Counsel is expected to be reproduced on the back panel of the Bonds over a certification by facsimile of the
Secretary of the Board of Directors attesting that such opinion was dated as of the date of delivery of and payment
for the Bonds and that such reproduction is a true and correct copy of the original opinion. Errors or omissions in
the printing of 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 Regarding Offering Price of Bonds...In order to provide the District with information to enable it to
comply with certain conditions of the Internal Revenue Code of 1986 as amended (the "Code") relating to the
exclusion of interest on the Bonds from gross income for federal income tax purposes,the 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 regarding "issue price" substantially in the form accompanying this Official Notice of Sale. If the
Initial Purchaser will not reoffer the Bonds for sale or.has not sold.a substantial amount of the Bonds of any
maturity by the date of delivery,such certificate may be modified in a manner approved by the District. In no event
will the District fail to deliver the Bonds as a result of the Initial Purchaser's inability to certify actual sales of Bonds
at a particular price prior to delivery. Each bidder,by submitting its bid, agrees to complete, execute and deliver
such a certificate by the date of delivery of the Bonds if its bid is accepted by the District. It will be the
responsibility of the 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
question concerning such certification should be directed to Bond-Counsel.
Qualified Tax-Exempt Obligations...Section 265 of the Internal Revenue Code of 1986,as amended(the"Code";
provides,in general,that interest expense incurred to acquire or carry tax-exempt obligations is not deductible from
the gross income of the holder. For certain holders that are "financial institutions" within the meaning of succi
section, complete disallowance of such expense would apply to taxable years beginning after December 31, 19861,
with respect to tax-exempt obligations acquired after August 7, 1986. Section 265(b) of the Code provides ai
exception to this rule for interest expense incurred by fmancial institutions to carry tax-exempt obligations (other
than specified private activity bonds)which are designated by an issuer as "qualified tax-exempt obligations." An
issuer may only designate an issue as an issue of"qualified tax-exempt obligations"where less than$10 million of
tax-exempt obligations are issued by the issuer during the calendar year in which the issue so designated is issued.
The District has designated the Bonds as "qualified tax-exempt obligations." Furthermore, the District has
represented that it has or will take such action as is necessary for the Bonds to constitute "qualified tax-exempt
obligations." Notwithstanding the designation of the Bonds as "qualified tax-exempt obligations," fmancial
institutions acquiring the Bonds will be subject to a 20%disallowance of interest expense allocable to the Bonds.
No-Litigation Certificate... The District will furnish the Initial Purchaser a certificate executed by both the
President or Vice President and Secretary or Assistant Secretary of the Board,dated as of the date of delivery of the
Bonds, to the effect that there is not pending, and, to their knowledge, there is not threatened, any litigation
affecting the validity of the Bonds,or the levy and/or collection of taxes for the payment thereof,or the organisation
or boundaries of the District or the title of the officers thereof to their respective offices.
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No Material Adverse Change...The obligation 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 to the time of delivery of and receipt of
payment for the Bonds,there shall have been no material adverse change in the conditions of the District(financial
or otherwise) from those set forth in or contemplated by the PRELIMINARY OFFICIAL STATEMENT,as it may
have been supplemented or amended through the date of delivery.
GENERAL CONSIDERATIONS
Registration...The Bonds are transferable on the bond register kept by the Paying Agent/Registrar upon surrender
and reissuance. The Bonds are exchangeable for an equal principal amount of Bonds of the same maturity in any
authorized denomination upon surrender of the Bonds to be exchanged, but the District may require payment of a
sum sufficient to cover any tax or governmental charge payable in connection therewith.
Investment Considerations... The Bonds involve certain investment risks. Prospective bidders are urged to
examine carefully the entire Preliminary Official Statement, made a part hereof, with respect to the investment
security of the Bonds. Particular attention should be given to the information set forth therein under the caption
"INVESTMENT CONSIDERATIONS."
Reservation of Rights... The District reserves the right to reject any and all bids and to waive any and all
irregularities except time of filing.
Not an Offer to Sell...This Official Notice of Sale does not alone constitute an offer to sell the Bonds but is merely
notice of sale of the Bonds. The invitation for bids on the Bonds is being made by means of this Official Notice of
Sale,the Preliminary Official Statement and the Official Bid Form.
Registration and Qualification of Bonds for Sale... The offer and sale of the Bonds has not been registered or
qualified under the Securities Act of 1933, as amended, or under the Securities Act of Texas in reliance upon the
exemptions provided thereunder; nor have the Bonds been registered or qualified under the securities acts of any
other jurisdiction. The District assumes no responsibility for registration or qualification of the Bonds under the
securities laws of any jurisdiction in which the Bonds may be sold, assigned,pledged, hypothecated or otherwise
transferred. This disclaimer of responsibility for registration or qualification for the sale or other disposition of the
Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from
securities registration or qualification provisions. By submission of its bid,the Initial Purchaser represents that the
sale of the Bonds in states other than the State of Texas will be made pursuant to exemptions from registration or
qualification,or where necessary,the Initial Purchaser will register the Bonds in accordance with the securities laws
of the state in which the Bonds are offered or sold. The District agrees to cooperate with the Initial Purchaser,at the
Initial Purchaser's written request and expense, in registering or qualifying the Bonds or obtaining an exemption
from registration or qualification(other than filing a consent to service of process in such state),in any state where
such action is necessary.
Additional Copies of Documents... Additional copies of this Official Notice of Sale, the Preliminary Official
Statement and the Official Bid Form may be obtained from the Financial Advisor,Legg Mason Wood Walker,Inc.,
1111 Bagby Street,Suite 1400,Houston,Texas 77002.
Steven M.Gilmore,President
Board of Directors
Brazoria County Municipal Utility District No.6,
of Brazoria County,Texas
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OFFIC
IAL BID FORM
President and Board of Directors i
Brazoria County Municipal Utility District No.6,
of Brazoria County,Texas
c/o Schwartz,Page&Harding,L.L.P.
1300 Post Oak Blvd., Suite 1400
Houston,Texas 77056
Directors:
We have read in detail the Official Notice of Sale and Preliminary Official Statement of Brazoria County Municipal
Utility District No. 6, of Brazoria County, Texas (the "District"), relating to its $2,370,000 Unlimited Tax Bonds,
Series 2001 (the "Bonds"), which by reference are made a part hereof. We recognize the special investment risks
involved in these securities, and have made such inspections and investigations as we deem necessary in order to
evaluate the investment quality of the Bonds. Accordingly,we offer to purchase the District's legally issued Bonds,
upon the terms and conditions set forth in the Bond Order,the Official Notice of Sale and the Preliminary Official
Statement, for a cash price of$ (which represents %of par)plus accrued interest to the
date of delivery of the Bonds to us,provided such Bonds mature September 1 and bear interest in each year at the
following rates:
Interest Interest
Amount Maturity Rate Amount Maturity Rate
$ 65,000 2002 % $115,000 2012 %
70,000 2003 % 120,000 2013 %
75,000 2004 % 130,000 2014 %
80,000 2005 % 135,000 2015 %
85,000 2006 % 145,000 2016
90,000 2007 % 150,000 2017 %
95,000 2008 % 160,000 2018 %
100,000 2009 % 170,000 2019 %
105,000 2010 % 180,000 2020 %
110,000 2011 % 190,000 2021 %
* The District reserves the right to redeem,prior to maturity,those bonds maturing on or after September 1,2012,in whole or in part,or
September I,2011,or on any Interest Payment Date thereafter at a price of par plus accrued interest from the most recent interest paymerA
date to the date fixed for redemption.
We request that the Bonds be structured as term bonds to mature in the amounts and in the years as follows:
Such term bonds are subject to mandatory redemption in the years and in the amounts shown above and optional
redemption as stated above.
Our calculation(which is not a part of this bid)of the interest cost from the above bid is:
Total Interest Cost $
Plus: Cash Discount $
Net Interest Cost $
Net Effective Interest Rate %
The initial bonds shall be registered in the name of (syndica
manager). We will advise the corporate trust office of The Bank of New York,New York,New York,(the"Paying
Agent/Registrar") on forms to be provided by the Paying Agent/Registrar, of our registration instructions at least
five(5)business days prior to the date set for initial delivery of Bonds. We will not ask the Paying Agent/Registrar
to accept any registration instructions after the five(5)day period for delivery of the Bonds on the closing date.
Cashier's Check No. , issued by Bank, , Texas and payable to your
order in the amount of$47,400(is attached hereto)(lips 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, by 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 maybe acceptable to the District.
We agree to make payment for the Initial Bonds in immediately available funds at the offices of The Bank of New
York,in Houston,Texas,not later than 10:00 A.M.,Houston,Texas Time,on May 1,2001,or thereafter on the date
the Bonds are tendered for delivery pursuant to the terms set forth in the Official Notice of Sale.
Respectfully submitted,
(Syndicate members,if any)
By: '
Authorized Representative
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby accepted by Brazoria County Municipal Utility District No. 6, of Brazoria
County,Texas,this 26th day of March,2001.
ATTEST:
Secretary,Board of Directors President,Board of Directors
BOND YEARS
Interest Accrued From: April 1,2001 Due: September 1
Accumulated
Year Amount Bond Years Bond Years Year
2002 $ 65,000 92.0833 92.0833 2002
2003 70,000 169.1667 261.2500 2003
2004 75,000 256.2500 517.5000 2004
2005 80,000 353.3333 870.8333 2005
2006 85,000 460.4167 1,331.2500 2006
2007 90,000 577.5000 1,908.7500 2007
2008 95,000 704.5833 2,613.3333 2008
2009 100,000 841.6667 3,455.0000 2009
2010 105,000 988.7500 4,443.7500 2010
2011 110,000 1,145.8333 5,589.5833 2011
2012 115,000 1,312.9167 6,902.5000 2012
2013 120,000 1,490.0000 8,392.5000 2013
2014 130,000 1,744.1667 10,136.6667 2014
2015 135,000 1,946.2500 12,082.9167 2015
2016 145,000 2,235.4167 14,318.3333 2016
2017 150,000 2,462.5000 16,780.8333 2017
2018 160,000 2,786.6667 19,567.5000 2018
2019 170,000 3,130.8333 22,698.3333 2019
2020 180,000 3,495.0000 26,193.3333 2020
2021 190,000 3,879.1667 30,072.5000 2021
Average Maturity: 12.6888 years
OFFICIAL BID FORM
President and Board of Directors
Brazoria County Municipal Utility District No.6,
of Brazoria County,Texas
c/o Schwartz,Page&Harding,L.L.P.
1300 Post Oak Blvd.,Suite 1400
Houston,Texas 77056
Directors:
We have read in detail the Official Notice of Sale and Preliminary Official Statement of Brazoria County Municipal
Utility District No. 6, of Brazoria County, Texas (the "District"), relating to its $2,370,000 Unlimited Tax Bonds,
Series 2001 (the "Bonds"), which by reference are made a part hereof. We recognize the special investment risk
involved in these securities, and have made such inspections and investigations as we deem necessary in order to
evaluate the investment quality of the Bonds. Accordingly,we offer to purchase the District's legally issued Bonds,
upon the terms and conditions set forth in the Bond Order,the Official Notice of Sale and the Preliminary Official
Statement,for a cash price of$ (which represents %of par)plus accrued interest to the
date of delivery of the Bonds to us,provided such Bonds mature September 1 and bear interest in each year at the
following rates:
Interest Interest
Amount Maturity Rate Amount Maturity Rate
$ 65,000 2002 % $115,000 2012 %
70,000 2003 % 120,000 2013 %
75,000 2004 % 130,000 2014 %
80,000 2005 % 135,000 2015
85,000 2006 % 145,000 2016 oi
90,000 2007 % 150,000 2017 %
95,000 2008 % 160,000 2018 %
100,000 2009 % 170,000 2019 %
105,000 2010 % 180,000 2020 %
110,000 2011 % 190,000 2021 %
* The District reserves the right to redeem,prior to maturity,those bonds maturing on or after September 1,2012,in whole or in part,on
September 1,2011,or on any Interest Payment Date thereafter at a price of par plus accrued interest from the most recent interest payment
date to the date fixed for redemption.
We request that the Bonds be structured as term bonds to mature in the amounts and in the years as follows:
Such term bonds are subject to mandatory redemption in the years and in the amounts shown above and optional
redemption as stated above.
Our calculation(which is not a part of this bid)of the interest cost from the above bid is:
Total Interest Cost $
Plus: Cash Discount $
Net Interest Cost $
Net Effective Interest Rate %
The initial bonds shall be registered in the name of (syndicate
manager). We will advise the corporate trust office of The Bank of New York,New York,New York,(the"Paying
Agent/Registrar") on forms to be provided by the Paying Agent/Registrar, of our registration instructions at lean
five(5)business days prior to the date set for initial delivery of Bonds. We will not ask the Paying Agent/Registrar
to accept any registration instructions after the five(5)day period for delivery of the Bonds on the closing date.
Cashier's Check No. ,issued by Bank, ,Texas and payable to your
order in the amount of$47,400(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, by 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.
We agree to make payment for the Initial Bonds in immediately available funds at the offices of The Bank of New
York,in Houston,Texas,not later than 10:00 A.M.,Houston,Texas Time,on May 1,2001,or thereafter on the date
the Bonds are tendered for delivery pursuant to the terms set forth in the Official Notice of Sale.
Respectfully submitted,
(Syndicate members,if any)
By:
Authorized Representative
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby accepted by Brazoria County Municipal Utility District No. 6, of Brazoria
County,Texas,this 26th day of March,2001.
Al"1'1ST:
Secretary,Board of Directors President,Board of Directors
BOND YEARS
Interest Accrued From: April 1,2001 Due: September 1
Accumulated
Year Amount Bond Years Bond Years Year
2002 $ 65,000 92.0833 92.0833 2002
2003 70,000 169.1667 261.2500 2003
2004 75,000 256.2500 517.5000 2004
2005 80,000 353.3333 870.8333 2005
2006 85,000 460.4167 1,331.2500 2006
2007 90,000 577.5000 1,908.7500 2007
2008 95,000 704.5833 2,613.3333 2008
2009 100,000 841.6667 3,455.0000 2009
2010 105,000 988.7500 4,443.7500 2010
2011 110,000 1,145.8333 5,589.5833 2011
2012 115,000 1,312.9167 6,902.5000 2012
2013 120,000 1,490.0000 8,392.5000 2013
2014 130,000 1,744.1667 10,136.6667 2014
2015 135,000 1,946.2500 12,082.9167 2015
2016 145,000 2,235.4167 14,318.3333 2016
2017 150,000 2,462.5000 16,780.8333 2017
2018 160,000 2,786.6667 19,567.5000 2018
2019 170,000 3,130.8333 22,698.3333 2019
2020 180,000 3,495.0000 26,193.3333 2020
2021 190,000 3,879.1667 30,072.5000 2021
Average Maturity: 12.6888 years
ISSUE PRICE CERTIFICATE
The undersigned hereby certifies as follows with respect to the sale of$2,370,000 Brazoria County Municipal Utility District
No.6,of Brazoria County,Texas(the"District"),Unlimited Tax Bonds,Series 2001 (the"Bonds"):
1. The undersigned is the underwriter or the manager of the syndicate of underwriters(the"Underwriter")which has
purchased the Bonds from the District at competitive sale.
2. The initial offering price to the public for the Bonds(expressed as a dollar amount,yield percentage or percentage of
principal amount and exclusive of accrued interest)is as set forth below:
Principal Principal
•
Amount Year of Issue Amount Year of Issue
Maturing Maturity Price Maturing Maturity Price
$ 65,000 2002 % $115,000 2012*
70,000 2003 % • 120,000 2013*
75,000 2004 % 130,000 2014*
80,000 2005 % 135,000 2015*
85,000 2006 % 145,000 2016*
90,000 2007 % 150,000 2017*
95,000 2008 % 160,000 2018*
100,000 2009 % 170,000 2019*
105,000 2010 _ % 180,000 2020*
110,000 2011 % 190,000 2021 *
* Subject to optional redemption on or after September 1,2011.
3. The total dollar amount of bond original issue discount is$ ,the total dollar amount of bond premium is
$ , and the total underwriting spread, defined as the cost for marketing and selling the Bonds, including
takedown,structuring fee,underwriting risk and expenses,is$ _ _
4. The Underwriter has made a bona fide offering to the public of all of the Bonds of each maturity at the initial offering
prices to the public as set out above. The initial offering price set forth above is the price at which the Underwriter
expected,on the date the Bonds were purchased by the Underwriter,to offer such Bonds to the general public and such
price has not been adjusted to take into account actual facts after such date.
5. The Underwriter (has) (has not) purchased bond insurance for the Bonds. The bond insurance, if any, has been
purchased from (the"Insurer")for a fee of$ (net of any nonguarantee cost,
e.g., rating agency fees). The amount of such fee is set forth in the Insurer's commitment and does not include any
payment for any direct or indirect services other than the transfer of credit risk,unless the compensation for those other
services is separately stated,reasonable,and excluded from such fee.Such fee does not exceed a reasonable,arm's-length
charge for the transfer of credit risk. The present value of the debt service savings expected to be realized as a result of
such insurance exceeds the amount of the fee set forth above. For this purpose,present value is computed using the yield
on the Bonds,determined by taking into account the amount of the fee set forth above,as the discount rate. No portion
of the fee payable to the Insurer is refundable upon redemption of any of the Bonds in an amount which would exceed
the portion of such fee that had not been earned.
• 6. The initial offering prices described above for each of the Bonds reflect current market prices at the time such prices were
established.
7. The term"public"as used herein,means persons other than bondhouses,brokers,dealers,and similar persons or
organizations acting in the capacity of underwriters or wholesalers.
8. The undersigned understands that the statements made herein will be relied upon by the District in complying with the
conditions imposed by the Internal Revenue Code of 1986,as amended,on the exclusion of interest on the Bonds from
the gross income of their owners for federal income tax purposes and in complying with the requirements of Section
1202.008 of Chapter 1202,Texas Government Code,as amended.
EXECUTED and DELIVERED this day of ,2001.
• (Name of Underwriter,Purchaser or Manager)
By
Title:
w 8 o 8o PRELIMINARY OFFICIAL STATEMENT DATED MARCH 15, 2001
O •V
o This Preliminary Official Statement is subject to completion and amendment by adding information specifying the interest rate
Q N and certain other information relating to the Bonds. Upon sale of the Bonds, the Preliminary Official Statement will be
.a o= completed and delivered to the Initial Purchaser.
a g IN THE OPINION OF BOND COUNSEL, INTEREST ON THE BONDS IS EXCLUDABLE FROM GROSS INCOME FOR
co="' PURPOSES OF FEDERAL INCOME TAXATION UNDER STATUTES, REGULATIONS, PUBLISHED RULINGS AND COURT
o g DECISIONS EXISTING ON THE DATE OF SUCH OPINION,AND THE BONDS ARE NOT SPECIFIED PRIVATE ACTII?TY
u, .— BONDS. SEE "LEGAL MATTERS"HEREIN FOR A DISCUSSION OF THE OPINION OF BOND COUNSEL, INCLUDING A
-,) y DESCRIPTION OF ALTERNATIVE MINIMUM TAX CONSEQUENCES FOR CORPORATIONS.
_ as THE BONDS HAVE BEEN DESIGNATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS"FOR FINANCIAL INSTITU-
o co TIONS. SEE "LEGAL MATTERS—QUALIFIED TAX-EXEMPT OBLIGATIONS.
y O N
o• $2,370,000
U
g 2 BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 6,
l='N�
a of Brazoria County, Texas
CO o c (A political subdivision of the State of Texas
a y 2 located within Brazoria County)
o.` UNLIMITED TAX BONDS, SERIES 2001
E o c Dated: April 1, 2001 Due: September 1, as shown below
a Co c I
Principal and redemption price of the Bonds is payable upon surrender at the corporate trust office of The Bank of New York,New
York, New York (the "Paying Agent/Registrar"). Interest on the Bonds accrues from April 1, 2001, or the most recent interest
aoi:=. payment date to which interest has been paid or duly provided for, and is payable September 1 and March 1 of each year ("Interest
o-5) Payment Date"), commencing September 1, 2001, and, unless otherwise agreed between the Paying Agent/Registrar and the
cs)a U registered owners (the "Registered Owners"), will be payable by check mailed on or before each Interest Payment Date to the
0o Registered Owners thereof as shown on the records of the Paying Agent/Registrar at the close of business on the 15th day (whether or
▪ E o not a business day) of the month next preceding each Interest Payment Date ("Record Date"),or by such other customary banking
• °=.Q arrangement as maybe acceptable to the PayingAgent/Registrar and Re istered Owners, at the expense and risk of the Registered
E;a_ g P :� P g
-p u> > Owners. The Bonds will be issued in the denomination of$5,000 or integral multiples thereof.
da3
The Bonds maturing on or after September 1, 2012, are subject to redemption prior to maturity at the option of the District, in
'' S whole or in part,on September 1,2011,or any Interest Payment Date thereafter at a price of par plus accrued interest to the date fixed
o�.2 for redemption. If less than all of the Bonds are to be redeemed, the maturities and amounts of the Bonds to be redeemed shal be
o c.o determined by the District. If less than all of the Bonds within any one maturity are redeemed at any time,the particular Bonds t be
-E o redeemed shall be selected by lot or other random method.
o a ai MATURITIES
o as (Due September 1)
ci= o Initial Initial
Principal Interest Offering Principal Interest Offering
---a--• co. Maturity Amount Rate(a) Yields(b) Maturity Amount Rate(a) Yields(b)
Aco V.
22 v.2 2002 $ 65,000 % % 2012 $115,000 %
c 5 g 2003 70,000 2013 120,000
•- E a� 2004 75,000 2014 130,000
2005 80,000 2015 135,000
O 2006 85,000 2016 145,000
d "o 2007 90,000 2017 150,000
•o 2008 95,000 2018 160,000
E iii s 2009 100,000 2019 170,000
0= 2010 105,000 2020 180,000
0 2011 110,000 2021 190,000
c
/'
E o 5 (a) After requesting competitive bids for purchase of the Bonds,the District has accepted the lowest interest rate bid to purchase the Bonds,bearing
c c a interest as shown,at a price of %of par plus accrued interest to the date of delivery,resulting in a net effective interest rate to the District of
%.
r E ? (b) The initial reoffering yields indicated represent the lower of the yields resulting when priced to maturity or the first call date.The initial yiel s at
-o'o >, which the Bonds will be priced will be established by and will be the sole responsibility of the Initial Purchaser.The yields may be changed atlany
C CD a) time time at the discretion of the Initial Purchaser.Accrued interest from April 1,2001,to the date of delivery of the Bonds to the Initial Purchaser is to
•a._— be added to the price.
CI)E-0m
?= The Bonds,when issued,will constitute valid and legally binding obligations of Brazoria County Municipal Utility District N .6,
i~n E a of Brazoria County,Texas (the "District"), and will be payable solely from the proceeds of an annual ad valorem tax, without legal
6 a= 2 limitation as to rate or amount, levied against taxable property within the District, as further described herein. The Bonds are
7.5-alm CO obligations solely of the District and are not obligations of the State of Texas;Brazoria County,Texas;the City of Pearland,Texas;
o cn 2 the City of Manvel,Texas;or any entity other than the District.The Bonds are subject to special investment considerations described
�v— herein. See"INVESTMENT CONSIDERATIONS."
as 0
--C•E a7
o The Bonds are offered when, as and if issued by the District, subject, among other things, to the approval of the Bonds by the
d C" Attorney General of Texas and the approval of certain legal matters by Schwartz, Page & Harding, L.L.P., Houston, Texas, Bond
a F Counsel for the District.Certain legal matters will be passed upon for the District by Coats,Rose,Yale,Ryman&Lee,P.C.,Houston,
cos E a, Texas, as Disclosure Counsel. Delivery of the Bonds is expected to occur on or about May 1, 2001,in Houston,Texas.
TABLE OF CONTENTS
USE OF INFORMATION IN OFFICIAL STATEMENT 2 INVESTMENT AUTHORITY AND INVESTMENT
OFFICIAL STATEMENT SUMMARY 3 PRACTICES OF THE DISTRICT 25
SELECTED FINANCIAL INFORMATION 6 ESTIMATED OVERLAPPING DEBT STATEMENT 26
INTRODUCTION 7 Overlapping Taxes for 2000 26
THE BONDS 7 TAX DATA 1 27
General 7 Classification of Net Taxable Assessed Valuation L 27
Description 7 Tax Collections 27
Record Date 7 District Tax Rates 27
Redemption Provisions 8 Debt Service Tax 27
Authority for Issuance 8 Maintenance Tax 27
Source and Security for Payment 8 Principal Taxpayers I 28
Payment Record 8 Tax Adequacy for Debt Service f 28
PROJECTED DEBT SERVICE REQUIREMENTS I 29
Funds 8 TAX PROCEDURES 30
Mutilated,Lost,Stolen or Destroyed Bonds 9 - Property Tax Code and County-Wide Appraisal District 30
Method of Payment of Principal and Interest 9 Property Subject to Taxation by the District 30
Registration and Transfer 9 General Residential Homestead Exemption 1 30
Replacement of Paying Agent/Registrar 10 Agricultural,Open Space,Timberland and Inventory
Issuance of Additional Debt 10 Deferment 31
Legal Investment and Eligibility to Secure Public Tax Abatement 31
Funds in Texas 11 Valuation of Property for Taxation 11t 31
Defeasance 11 District and Taxpayer Remedies I 31
Annexation 11 Levy and Collection of Taxes 32
Consolidation 11 District's Rights in the Event of Tax Delinquencies 32
Remedies in Event of Default 12 MANAGEMENT 33
INVESTMENT CONSIDERATIONS12 Tax Assessor/Collector J 33
General 12
System Operator 33
Factors Affecting Taxable Values and Tax Payments 12
Bookkeeper 33
Competitive Nature of Houston Residential Housing Market....13 Engineer 33
Impact on District Tax Rates 13 Bond Counsel and General Counsel 33
Tax Collection Limitations 13 Financial Advisor 33
Registered Owners'Remedies 13 Auditor 33
Bankruptcy Limitation to Registered Owners'Rights 14 LEGAL MATTERS 34
The Effect of the Financial Institutions Act of 1989 on Tax Legal Opinions J 34
Collections of the District 14 Legal Review 34
Marketability 15 Tax Exemption 34
Future Debt 15 Tax Accounting Treatment of Original Issue Discount and
Continuing Compliance with Certain Covenants 15 Premium Bonds 35
Approval of the Bonds 15 Qualified Tax-Exempt Obligations 36
THE DISTRICT 16 NO-LITIGATION CERTIFICATE 37
General 16 NO MATERIAL ADVERSE CHANGE I 37
Description 16 PRICES AND MARKETABILITY I 37
Silverlake Project 16 SECURITIES LAWS I 37
Authority 17 MUNICIPAL BOND RATING AND INSURANCE 38
Status of Development 18 INITIAL PURCHASER 38
Future Development 18 FINANCIAL ADVISOR 38
Community Facilities 19 CONTINUING DISCLOSURE OF INFORMATION I 38
THE DEVELOPERS 20 Annual Reports .38
Role of the Developer 20 Material Event Notices 39
Acquisition and Development Financing 20 Availability of Information From NRMSIRs and SID 1 39
Development Management 21 Limitations and Amendments 39
Lot Sales Contracts 21 Compliance with Prior Undertakings 40
THE SYSTEM 21 OFFICIAL STATEMENT 1 40
Regulation 21 Preparation 40
100 Year Flood Plain 22 Consultants 40
Use and Distribution of Bond Proceeds 23 Certification as to Official Statement 40
WATER AND SEWER OPERATIONS 24 Updating of Official Statement I 41
General 24 Official Statement"Deemed Final" 41
Waterworks and Sanitary Sewer Operating Staement 24 MISCELLANEOUS 41
UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED 25
SELECTED FINANCIAL INFORMATION 25 LOCATION MAP
Cash and Investment Balances 25 AERIAL PHOTO
PHOTOGRAPHS
APPENDIX A—Audited Financial Statements of the District
USE OF INFORMATION IN OFFICIAL STATEMENT
No dealer, broker, salesman or other person has.been authorized to give any information or to make any
representations other than those contained in this Official Statement, and, if given or made, such other information
or representations must not be relied upon as having been authorized by the District or the Initial Purchaser
(hereinafter defined).
This Official Statement does not constitute, and is not authorized by the District for use in connection with, an
offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such offer or solicitation.
All of the summaries of the statutes, orders, contracts, audits, engineering and other related reports set forth in
this Official Statement are made subject to all of the provisions of such documents. These summaries do not
purport to be complete statements of such provisions, and reference is made to such documents, copies of which
are available from the District, for duplication therefor.
This Official Statement contains, in part, estimates, assumptions and matters of opinion which are not intended as
statements of fact, and no representation is made as to the correctness of such estimates, assumptions or matters of
opinion, or that they will be realized. Any information and expressions of opinion herein contained are subject to
change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under
any circumstances, create any implication described herein since the date hereof. However, the District has
agreed to keep this Official Statement current by amendment or sticker to reflect material changes in the affairs of
the District and to the extent that information actually comes to its attention, the other matters described in this
Official Statement until delivery of the Bonds to the Initial Purchaser of the Bonds and thereafter only as specified
in "OFFICIAL STATEMENT - Updating of Official Statement" and "CONTINUING DISCLOSURE OF
INFORMATION."
2
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 Particularly,the reader should refer to indicated sections for more
complete information on the discussed topic.
The District Brazoria County Municipal Utility District No. 6, of Brazoria County, Texas (the
"District"),a political subdivision of the State of Texas,created by an order of the Texas
Water Commission, now known as the Texas Natural Resource Conservation
Commission, (the"Commission"), dated April 1, 1987, is located in Brazoria County,
Texas, approximately 10 miles south of the Texas Medical Center complex and
approximately 12 miles south of the Houston Central Business District and lies partly
within the extraterritorial jurisdiction of the City of Pearland,Texas and partly within the
extraterritorial jurisdiction of the City of Manvel,Texas,except for 6.05 acres which lies
within the corporate limits of the City of Pearland, Texas. The District lies at the
intersection of Texas State Highway 288 ("SH 288") and Farm to Market Road 518
("FM 518"). The District contains approximately 638 acres of land and serves
Weatherford Subdivision ("Weatherford"), Sheldon Cove at Silverlake Subdivision
("Sheldon Cove"),. Woodbend Subdivision ("Woodbend"), Scofield Subdivision
("Scofield"), Summerfield Subdivision ("Summerfield") and Crestwood Cove
Subdivision("Crestwood Cove").See"THE DISTRICT."
Status of Development.. Land within the District has been developed as the residential subdivisions of
Weatherford, Sections 1 and 2(34.9 acres— 126 single family lots), Sheldon Cove(14.4
acres-41 single family lots),Woodbend,Sections 1 and 2(55.5 acres- 163 single family
lots), Scofield, Section 1 (22.1 acres - 78 single family lots), Summerfield, Section 1
(13.9.acres - 50 single family lots) and Crestwood Cove (18.9 acres - 62 single family
lots). The District also contains a 476-unit apartment (of which 428 units have been
leased to date); 2 service stations; a car wash; and an auto repair shop. In addition,
Randall's Properties,Inc.is scheduled to begin construction of an approximately 100,000
square foot retail center in the near future. As of March 1, 2001,the District contained
427 completed homes, 48 homes under construction and 45 vacant single-family lots.
There are currently approximately 346 developable but undeveloped acres within the
District. Currently, there are three (3) homebuilders constructing homes within the
District:Emerald Homes,Newmark Homes and Perry Homes. The sales price of homes
being constructed in the District generally range from$170,000 to$325,000. See"THE
DISTRICT-Status of Development."
Developers The principal developer of land within the District is New Southwyck L.P. ("New
Southwyck" or "Developer"), a Delaware limited partnership, whose general partner is
Southwyck Joint Venture ("Southwyck JV"), a Texas joint venture, whose managing
venturer is Johnson Development Corporation,a Texas corporation. Centennial Homes,
Inc.,owns approximately 159 acres in the District and has initiated development thereof;
and Argovitz Interests, Ltd. owns approximately 59 acres in the District. See "THE .
DEVELOPERS,"and"THE DISTRICT—Status of Development."
The Bonds $2,370,000 Unlimited Tax Bonds, Series 2001. The Bonds are serial or term bonds,
maturing annually in varying amounts from the years 2002 through 2021,inclusive. The
Bonds are offered in fully registered form in integral multiples of $5,000 principal
amount.See"THE BONDS-Description."
3
Source of Payment Principal of and interest on the Bonds are payable from the proceeds of an annual ad
valorem tax levied upon all taxable property within the District,without legal limitation
as to rate or amount. The Bonds are obligations of the District,and are not obligations of
the State of Texas; Brazoria County, Texas; the City of Pearland, Texas; the City of
Manvel,Texas;or any other entity. See"THE BONDS-Source of Payment."
Optional
Redemption The Bonds maturing on or after September 1, 2012, are subject to redemption prior to
maturity at the option of the District,in whole or from time to time in part,on September
1,2011,or any Interest Payment Date thereafter at a price of par plus accrued interest to
the date fixed for redemption.If less than all the Bonds are to be redeemed,the maturities
and amounts of Bonds to be redeemed shall be determined by the District. If less than all
of the Bonds within any one maturity are redeemed at any time,the particular Bonds to
be redeemed shall be selected by lot or other random method. See "THE BONDS -
Redemption Provisions."
Use of Proceeds Proceeds from the sale of the Bonds will be used for the following: 1) to pay the
District's pro rata share of construction costs for emergency generators serving Water
Plant No. 2; 2)to pay the District's pro rata share of construction costs for Water Plant
No. 3, Phase I; 3) to pay interest on a bond anticipation note;.4) to pay construction
costs for water, wastewater and drainage facilities to serve Woodbend, Section 1; 5)to
pay construction costs for clearing and grubbing for Woodbend, Section 1; and 6) to
pay certain costs associated with the issuance of the Bonds. See "THE SYSTEM—Use
and Distribution of Bond Proceeds."
Authorized but
Unissued Bonds On May 3, 1997,District voters authorized unlimited ad valorem tax bonds to be issued
for the purpose of providing waterworks, sanitary sewer, and drainage facilities to land
within the District in the amount of$38,500,000. After the issuance of the Bonds, the
District will have $27,700,000 in authorized but unissued bonds remaining from the
above referenced authorization. The Bonds are issued by the District pursuant to the
terms and provisions of the Bond Order, Article XVI, Section 59 of the Texas
Constitution, Chapters 49 and 54 of the Texas Water Code, and an order of the
Commission. The District currently has two previous bond issues outstanding, the
District's$4,690,000 Unlimited Tax Bonds, Series 1999 and$3,740,000 Unlimited Tax
Bonds, Series 2000 (the "Outstanding Bonds"). The District's voters have also
authorized the issuance of $38,500,000 unlimited tax bonds for refunding purposes;
however, no refunding bonds have been issued by the District. See "THE BONDS -
Authority of Issuance."
Qualified Tax Exempt
Obligations The District has designated the Bonds as"qualified tax-exempt obligations"pursuant to
Section 265 (b) of the Internal Revenue Code of 1986, as amended,and has represented
that the total amount of tax-exempt obligations(including the Bonds)issued by it during
calendar year 2001 is not reasonably expected to exceed$10,000,000 and that it will not
designate more than $10,000,000 of qualified tax-exempt obligations during calendar
year 2001. See"LEGAL MATTERS-Qualified Tax-Exempt Obligations."
4
Municipal Bond
Rating and Insurance... 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. Standard & Poor's Rating
Services ("S&P")has assigned a rating of" " to the Bonds as a result of a guaranty
insurance policy insuring the timely payment of the principal of and interest on the
Bonds to be issued by , simultaneously with the delivery
of the Bonds. Additionally, the District has applied to S&P for an underlying rating
and S&P has assigned an underlying rating of" " to the District and the outstanding
unenhanced debt of the District. See "MUNICIPAL BOND RATINGS AND
INSURANCE."
Payment Record The District has never defaulted in the timely payment of the principal of or interest on
its bonds.
Continuing Disclosure.. The District has agreed to provide certain periodic information and notices of material
events in accordance with Securities and Exchange Commission Rule 15c2-12. See
"CONTINUING DISCLOSURE OF INFORMATION."
Bond Counsel Schwartz,Page&Harding,L.L.P.,Houston,Texas,Bond Counsel.
Disclosure Counsel Coats,Rose,Yale,Ryman-&Lee,P.C.,Houston,Texas.
Financial Advisor Legg Mason Wood Walker,Inc.,Houston,Texas.
Investment
Considerations 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."
5
SELECTED FINANCIAL INFORMATION
(Unaudited as of March 1,2001)
2000 Certified Assessed Valuation(100% of estimated market value) $92,978,830 (a)
Estimated Assessed Valuation as of March 1, 2001 $127,900,000 (b)
Direct Debt Outstanding(after issuance of the Bonds) $ 10,800,000
Ratio of Direct Debt to 2000 Certified Assessed Valuation. 11.62%
Ratio of Direct Debt to Estimated 03/01/01 Assessed Valuation. 8.44%
2000 Tax Rate
Debt Service $0.87881
Maintenance&Operation 0.10869
Total $1.00/$100 A.V (c)
Debt Service Fund Balance $1,622,258 (d)
Tax Collections
Average Annual Current Tax Collections(1997/1999). 99.91%
Average Annual Total Tax Collections(1997/1999). 99.91%
Projected Average Annual Debt Service Requirements(2002 through 2019, the high years)
of the Bonds and the Outstanding Bonds("Projected Average Annual Requirement") $926,188 *
Projected Maximum Annual Debt Service Requirements(2019)of the Bonds
and the Outstanding Bonds("Projected Maximum Annual Requirement") $959,930 *
District tax rate required to pay Projected Average Annual Requirement based
upon the Certified 2000 Assessed Valuation at 95% collections $1.05/$100 A.V.
District tax rate required to pay Projected Maximum Annual Requirement based
upon the Certified 2000 Assessed Valuation at 95% collections $1.09/$100 A.V.
District tax rate required to pay Projected Average Annual Requirement based
upon the Estimated 03/01/01 Assessed Valuation at 95% collections. $0.77/$100 A.V.
District tax rate required to pay Projected Maximum Annual Requirement based
upon the Estimated 03/01/01 Assessed Valuation at 95% collections. $0.80/$100 A.V.
Estimated 2001 Population 2,463 (e)
* Preliminary,subject to change.
(a) As certified by the Brazoria County Appraisal District("BCAD"). See"TAX PROCEDURES."
(b) As estimated on March 1,2001, by BCAD for information purposes only. The 2000 Certified Assessed Valuation provided by the
BCAD has been updated to add the estimated value of improvements constructed between January 1,2000 and March 1,2001. Such
estimate has no official status. Taxes are levied based on value as certified by BCAD as of January 1 of each year and;therefore,this
estimate will not be used to produce tax revenue for the District. See"TAX PROCEDURES."
(c) The Texas Natural Resource Conservation Commission in its order authorizing issuance of the Bonds advised the District to levy a debt
service tax rate not less than$0.87 per$100 valuation for the tax year in which the Bonds are sold.
(d) As of February 26, 2001. Neither Texas law nor the Bond Order requires that the District maintain any particular sum in the Debt
Service Fund.
(e) Based on 3.5 residents per occupied single-family connection and 2.5 residents per multi-family connection, which at March 1,2001,
totaled 398 and 428,respectively.
6
OFFICIAL STATEMENT
relating to
' $2,370,000
Brazoria County Municipal Utility District No.6,
of Brazoria County,Texas
(A political subdivision of the State of Texas located within Brazoria County)
Unlimited Tax Bonds,Series 2001
INTRODUCTION
The Official Statement provides certain information in connection with the issuance of the Brazoria County
Municipal Utility District No.6,of Brazoria County;Texas,Unlimited Tax Bonds,Series 2001 (the`Bonds").
The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly
Chapter 1207, Texas Government Code, as amended, and pursuant to an order(the "Bond Order") adopted by the
Board of Directors (the "Board") of Brazoria County Municipal Utility District No..6, of Brazoria County, Te as
(the"District"),a political subdivision of the,State of Texas located within Brazoria County,Texas.
The Official Statement includes descriptions of the Bonds, the Bond Order, and certain information about the
District and its financial condition. All descriptions of documents contained herein are only summaries and are
qualified in their entirety by reference to each such document.
THE BONDS:
General
The following is a description of some of the terms and conditions of the Bonds,which description is qualified' its
entirety by reference to the Bond Order,a copy of which is available from Bond Counsel upon payment of the cists
of duplication therefor. The Bond Order authorizes the issuance and sale ofthe Bonds and prescribes the to ,
conditions and provisions for the payment of the principal of and interest on the Bonds by the District.
Description
The Bonds will be dated April 1, 2001, with interest payable on September 1, 2001, and on each March 1 and
September 1 thereafter (the "Interest Payment Date") until the earlier of maturity or redemption. The Bonds are
serial or term bonds maturing on September 1 of the years and in the amounts shown under "MATURITIES"on the
cover page hereof. The Bonds are issued in fully registered form only in denominations of$5,000 or any integral
multiple of$5,000 for any one maturity. Principal of-the Bonds will be payable upon presentation of the Bonds at
the designated corporate trust office of The Bank of New York, New York, New York (the "Pa)'ing
Agent/Registrar"). Interest on the Bonds will be payable by check, dated as of the Interest Payment Date, land
mailed on or before the Interest Payment Date,by the Paying Agent/Registrar to the Registered Owners, as shown
on the Bond register kept by the Paying Agent/Registrar on the Record Date(hereinafter defined),or by such other
custonifiry banking arrangements as may.be agreed upon by the Paying Agent/Registrar and the Registered Owners
at the risk and expense of the Registered Owners.Interest calculations are based upon a 360 day year comprise of
twelve 30-day months.
Record Date
The record-date for the payment of the interest on any,regularly scheduled interest payment date is-defined as the
15th day of the month(whether or not a business day)preceding such interest payment date.
7
Redemption Provisions
The District reserves the right, at its option, to redeem the Bonds maturing on or after September 1, 2012,prior to
their scheduled maturities, in whole or from time to time in part, in integral multiples of$5,000, on September 1,
2011, or any Interest Payment Date thereafter, at a price equal to the principal amount thereof plus accrued interest
thereon to the date fixed for redemption. If less than all of the Bonds are to be redeemed,the particular maturity or
maturities and the amounts thereof to be redeemed shall be determined by the District,provided that if less than all
the Bonds within a particular maturity are redeemed at any time,the particular Bonds within each such maturity to
be redeemed shall be selected by the Paying Agent/Registrar from the Bonds which have not previously been called
for redemption,by lot or other customary method of random selection.
If a Bond subject to redemption is in a denomination larger than$5,000,a portion of such Bond may be redeemed,
but only in integral multiples of principal of$5,000. Upon surrender of any Bond for redemption in part,the Paying
Agent/Registrar shall authenticate, register and deliver in exchange therefor a Bond or Bonds of like maturity and
interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. By the
date fixed for redemption,due provision shall be made with the Paying Agent/Registrar for payment of the principal
of the Bonds or portions thereof to be redeemed, plus accrued interest to the date fixed for redemption. When
Bonds have been called for redemption in whole or in part and due provision has been made to redeem the same as
herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for
the purpose of receiving payment solely from the funds so provided for redemption,and the rights of the Registered
Owners to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof
called for redemption shall terminate on the date fixed for redemption.
Authority for Issuance
At an election held within the District on May 3, 1997, voters of the District authorized a total of$38,500,000 in
bonds for the purpose of acquiring or constructing water, sanitary sewer and drainage facilities. The Bonds
constitute the second issuance of bonds from such authorization. After sale of the Bonds, a total of$27,700,000 in
principal amount of such unlimited tax bonds for facilities will remain authorized but unissued. The Bonds are
issued by the District pursuant to the terms and provisions of the Bond Order;Article XVI, Section 59 of the Texas
Constitution;Chapters 49 and 54 of the Texas Water Code,as amended;and an order of the Texas Natural Resource
Conservation Commission ("Commission") dated February 15, 2001. The District's voters have also authorized
the issuance of$38,500,000 unlimited tax bonds for refunding purposes; however, no refunding bonds have been
issued by the District.
Source and Security for Payment
The Bonds are secured by and payable from the proceeds of a continuing, direct, annual ad valorem tax, without
legal limitation as to rate or amount, levied against all taxable property located within the District (see "TAX
PROCEDURES"). The Bonds involve certain elements of risk,and all prospective purchasers are urged to examine
carefully this Official Statement with respect to the investment security of the Bonds. See "INVESTMENT
CONSIDERATIONS." The Bonds are obligations solely of the District and are not obligations of the City of
Pearland,Brazoria County,the State of Texas,or any political subdivision or entity other than the District.
Payment Record
The District has never defaulted in the timely payment of the principal of or interest on its bonds.
Funds
The Bond Order confirms the establishment of the District's Construction Fund (the"Construction Fund") and the
District's Bond Fund(the"Bond Fund")created and established pursuant to the order of the District authorizing the
issuance of the District's $4,690,000 Unlimited Tax Bonds, Series 1999 (the "Series 1999 Bonds") and confirmed
pursuant to the Order of the District authorizing the issuance of the District's $3,740,000 Unlimited Tax Bonds,
Series 2000 (the "Series 2000 Bonds"), (the Series 1999 Bonds and the Series 2000 Bonds, collectively the
"Outstanding Bonds"). Accrued interest on the Bonds plus an amount equal to six(6)months' interest on the Bonds
will be deposited from proceeds from sale of the Bonds into the Bond Fund. All remaining proceeds of the Bonds
will be deposited in the Construction Fund. The Bond Fund, which constitutes a trust fund for the benefit of the
8
owners of the outstanding Bonds, the Bonds and any additional tax bonds issued by the District, is to be kept
separate from all other funds of the District,and is to be used for payment of debt service on the Outstanding Bonds,
the Bonds and any of the District's duly authorized additional bonds payable in whole or part from taxes. Amounts
on deposit in the Bond Fund may also be used to pay the fees and expenses of the Paying Agent/Registrar,to defray
the expenses of assessing and collecting taxes-levied for payment of interest on and principal of the Outstanding
Bonds, the Bonds and any additional bonds, and to pay any tax anticipation notes issued, together with interest
thereon,as such tax anticipation notes become due.
Mutilated,Lost,Stolen or Destroyed Bonds -
Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond,the Paying Agent/Registrar
shall authenticate and deliver in exchange therefor a replacement Bond of like maturity, interest rate and principal
amount,bearing a number not contemporaneously outstanding. If any Bond is lost,stolen or destroyed,the District,
pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has
been acquired by a bona fide purchaser,shall,upon receipt of certain documentation from the Registered Owner and
an indemnity bond in form acceptable to the District and the Paying Agent/Registrar, execute and deliver a
replacement Bond of like maturity, interest rate and principal amount bearing a number not contemporaneously
outstanding. Registered Owners of lost, stolen or destroyed Bonds will be required to pay the District's costs to
replace such Bond. In addition,the District or the.Paying Agent/Registrar may require the Registered Owner to pay
a sum sufficient to cover any tax or other governmental charge that may be imposed.
Method of Payment of Principal.and Interest
The Board has appointed the Bank of New York,New York,New York as the initial Paying Agent/Registrar for the
Bonds.The principal of the Bonds shall be payable,without exchange or collection charges,in any coin or currency
of the United States of America which, on the date of payment, is legal tender for the payment of debts due 1the
United States of America,upon the presentation and surrender of such Bonds as they become due or at their earlier
redemption date,at the designated corporate trust office of the Paying Agent/Registrar,currently in New York,New
York. Interest on each Bond shall be payable by check, dated as of each Interest Payment Date, and mailed by the
Paying Agent/Registrar on or before each Interest Payment Date to the Registered Owners as shown on the BQQ�nd
register kept by the Paying Agent/Registrar as of the Record Date to the address of such Registered Owner as shobvn
on the Paying Agent/Registrar's register(the"Register"), or such other customary banking arrangements as mayl be
agreed upon by the Paying Agent/Registrar and the Registered Owners at the risk and expense of the Registered
Owners. Interest calculations are based upon a 360 day year comprised,of twelve 30-day months.
Registration and Transfer
Section 149(a) of the Internal Revenue Code of 1986, as amended, requires that all tax exempt obligations (with
certain exceptions that do not include the Bonds) be in registered form in order for the interest payable on such
obligations to be excludable from a Registered Owner's income for federal income tax purposes. So long as any
Bonds remain outstanding, the District will maintain at least one Paying Agent/Registrar in the State of Texas for
the purpose of maintaining the Register on behalf of the District, and the Paying Agent/Registrar shall provide for
the registration,transfer and exchange 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 designated principal
payment office of the Paying Agent/Registrar duly endorsed for transfer, or accompanied by an-assignment duly
executed by a Registered Owner or his authorized representative in form satisfactory to the Paying Agent/Registrar.
Upon due presentation of any Bond in proper form for transfer,the Paying Agent/Registrar has been directed by the
District to execute, 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 series,maturity and aggregate principal amount and paying interest at the same rate
as the Bond or Bonds so presented.
9
All Bonds shall be exchangeable upon presentation and surrender thereof at the designated principal payment office
of the Paying Agent/Registrar for a Bond or Bonds of the same series, maturity and interest rate and in any
authorized denomination in an aggregate amount equal to the unpaid principal amount of the Bond or Bonds
presented for exchange. The Paying Agent/Registrar is authorized to authenticate and deliver exchange Bonds.
Each Bond delivered shall be entitled to the benefits and security of the Bond Order to the same extent as the Bond
or Bonds in lieu of which such Bond is delivered.
Neither the District nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during the
period between a Record Date and the next succeeding Interest Payment Date or during any period beginning fifteen
(15)calendar days prior to,and ending on the date of mailing of,notice of redemption of Bonds,or any Bond called
for redemption during the thirty(30)day period prior to the date fixed for redemption of such Bond.
No service charge will be made for any transfer or exchange, but the District or the Paying Agent/Registrar may
require the Registered Owners of any Bond to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with the transfer or exchange of such Bond.
Replacement of Paying Agent/Registrar
Provision is made in the Bond Order for replacement of the Paying Agent/Registrar. If the Paying Agent/Registrar
is replaced by the District, the new paying agent/registrar shall be required to accept the previous Paying
Agent/Registrar's records and act in the same capacity as the previous Paying Agent/Registrar. Any paying
agent/registrar selected by the District shall be a duly qualified and competent trust or banking corporation or
organization organized and doing business under the laws of the United States of America or of any State thereof,
with a combined capital and surplus of at least$25,000,000, which is subject to supervision of or examination by
federal or state banking authorities, and which is a transfer agent duly registered with the United States Securities
and Exchange Commission.
Issuance of Additional Debt
The District may issue additional bonds, with the approval of the Commission, 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 a total of$38,500,000 unlimited tax bonds for the
purpose of acquiring or constructing water, sanitary sewer and drainage facilities and could authorize additional
amounts. Following the issuance of the Bonds,the District will have$27,700,000 of unlimited tax bonds authorized
but unissued for improvements and facilities. The District's voters have also authorized the issuance of$38,500,000
unlimited tax bonds for refunding purposes;however,no refunding bonds have been issued by the District.
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.
The District also is authorized by statute to engage in fire-fighting activities,including the issuing 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) a determination by the City of Pearland that such fire-fighting services are needed
for the health, safety and general welfare of the residents of the District; (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 Commission; and (d) approval of bonds by the Attorney General of Texas. The District does not
provide fire protection service,and the Board of Directors of the District has not considered calling such an election
at this time. The District has no information concerning any determination by the City of Pearland as to the need for
such fire-fighting services. Issuance of the bonds for fire-fighting activities could dilute the investment security for
the Bonds.
10
Legal Investment and Eligibility to Secure Public Funds in Texas
The following is quoted from Section 49.186 of the Texas Water Code,and is applicable to the District:
"(a) All bonds, notes, and other obligations issued by a district shall be legal and authorized investments
for all banks, trust companies, building and loan associations, savings and loan associations, insurance
companies of all kinds and types, fiduciaries, and trustees, and for all interest and sinking funds and offer
public funds of the state, and all agencies, subdivisions, and instrumentalities of the state, including all
counties, cities, towns,villages, school districts, and all other kinds and types of districts,public agencies,
and bodies politic."
"(b) A district's bonds, notes, and other obligations are eligible and lawful security for all deposits of
public funds of the state, and all agencies, subdivisions, and instrumentalities of the'state,-including all
counties,cities,towns,villages, school districts, and all other kinds and types of districts,public agencies,
and bodies politic, to the extent of the market value of the bonds, notes, and other obligations when
accompanied by any unmatured interest coupons attached to them."
The Public Funds Collateral Act(Chapter 2257, Texas Government Code) also provides that bonds of the District
(including the Bonds)are eligible as collateral for public funds.
No representation is made that the Bonds will be suitable for or acceptable to financial or public entities for
investment or collateral purposes. No representation is made concerning other laws,rules,regulations or investment
criteria which apply to or which might be utilized by any of such persons or entities to limit the acceptability or
suitability of the Bonds for any of the foregoing purposes. Prospective purchasers are urged to carefully evalu to
the investment quality of the Bonds as to the suitability or acceptability of the Bonds for investment or collateral
purposes.
Defeasance -
The District may discharge its obligations to the Registered Owners of any or all of the Bonds to pay principal lof
and interest on the Bonds and may defease the Bonds in accordance with the provisions of applicable laws,
including,without limitation,Chapter 1207,Texas Government Code,as amended.
Annexation
Under existing Texas law, since the District lies partly within the extraterritorial jurisdiction of the City of Pearl d,
Texas,and partly within the extraterritorial jurisdiction of the City of Manvel,Texas,certain portions of the District
may be annexed by the City of Pearland and/or by the City of Manvel without the District's consent, subject Ito
compliance by the City of Pearland and/or by the City of Manvel with variance requirements of Chapter 43 of the
Texas Local Government Code, as amended. If the District is annexed, the City of Pearland and/or the City iof
Manvel must assume the District's assets and obligations (including the Bonds) and abolish the District within 90
days of the date of annexation. Annexation of territory by the City of Pearland and/or the City of Manvel is a
policy-making matter within the discretion of the Mayor and City Council of the City of Pearland and/or the City Hof
Manvel and therefore,the District makes no representation that the City of Pearland and/or the City of Manvel wall
ever annex the District and assume its debt.Moreover,no representation is made concerning the ability of the City
of Pearland and/or the City of Manvel to make debt service payments should annexation occur.
Consolidation
The District has the legal authority to consolidate with other districts and,in connection therewith,to provide for the
consolidation of its water and wastewater systems with the water and wastewater systems of the district or districts
with which it is consolidating. The revenues of the consolidated system may be pledged equally to all first lien
bonds of the consolidating districts. No representation is made concerning whether the District will consolidate its
water and wastewater systems with any other district,but the District currently has no plans to do so.
11
Remedies in Event of Default
Texas law and the Bond Order provide that in the event the District defaults in the payment of the principal of or
interest on any of the Bonds when due, fails to make payments required by the Bond Order into the Bond Fund or
defaults in the observance or performance of any of the covenants, conditions, or obligations set forth in the Bond
Order, any Registered Owner shall be entitled at any time to seek a writ of mandamus from a court of competent
jurisdiction compelling and requiring the Board of Directors of the District to observe and perform any covenant,
obligation or condition prescribed by the Bond Order. Such right is in addition to other rights the Registered
Owners may be provided by the laws of the State of Texas.
Other than a writ of mandamus, the Bond Order does not provide a specific remedy for a default. Although a
Registered Owner presumably could obtain a judgment against the District for a default in the payment of principal
or interest, such judgment could not be satisfied by execution against any property of the District. If the District
defaults, a Registered Owner could petition for a writ of mandamus issued by a court of competent jurisdiction
compelling and requiring the District and the District's officials to observe and perform the covenants, obligations
or conditions prescribed in the Bond 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
principles of equity. See "INVESTMENT CONSIDERATIONS—Registered Owners' Remedies and Bankruptcy
Limitations."
INVESTMENT CONSIDERATIONS
General
The Bonds are obligations of the District and are not obligations of the State of Texas;Brazoria County,Texas;the
City of Pearland, Texas; the City of Manvel, Texas; or any entity other than the District. The Bonds are payable
from a continuing,direct,annual ad valorem tax,without legal limitation as to rate or amount,levied on all taxable
property within the District. The investment quality of the Bonds depends both on the ability of the District to
collect from the property owners all taxes levied against their property or, in the event of foreclosure, the value of
the taxable property with respect to taxes levied by the District and by other taxing authorities. The District makes
no representation that over the life of the Bonds the taxable property within the District will maintain a value
sufficient to justify continued payment of taxes by property owners or that there will be a market for any property if
the District forecloses on property to enforce its tax lien. The potential for an increase in taxable valuation of
property located in the District is directly related to the economics of the residential housing industry in the Houston
metropolitan area, not only due to general economic conditions, but also due to the particular factors discussed
below. Further,the collection of delinquent taxes owed the District,and the enforcement by a Registered Owner of
the District's obligation to collect sufficient taxes may be a costly and lengthy processes. See "Tax Collection
Limitations"and"Registered Owner's Remedies"below and"THE BONDS-Source of Payment."
Factors Affecting Taxable Values and Tax Payments
The rate of development of land within the District is directly related to the vitality of the residential development
and home construction industries in the Houston metropolitan area. New residential construction can be
significantly affected by factors such as interest rates, construction costs, and consumer demand. Decreased levels
of residential construction activity would restrict the growth of property values in the District. Although, as
described in this Official Statement under the captions "THE DISTRICT - Status of Development" and "THE
DEVELOPERS," development of residential lots and the construction of residential improvements is on-going,the
District cannot predict the pace or magnitude of any future development or residential construction in the District.
There are no commitments or obligations from homebuilders within the District to continue to build homes and
there is no restriction on any landowner's right to sell its land.
12
Competitive Nature of Houston Residential Housing Market
The housing industry in Houston and the surrounding area is very competitive, and the District can give no
assurance that the construction of improvements,such as those which are currently proposed within the District,will
be initiated or completed. The likelihood of the construction of future residential improvements is affected by mor t
of the factors discussed in this section, and is directly related to the tax rates levied by the District and the grow
and maintenance of taxable values in the District.
Impact on District Tax Rates
Assuming no further development,the value of the land and improvements currently within the District will be the
major determinant of the ability or willingness of District property owners to pay their taxes. The 2000 certified
assessed valuation of the District (see "SELECTED FINANCIAL INFORMATION") is $92,978,830 and the
estimated March 1, 2001 assessed valuation is$127,900,000. After issuance of the Bonds,the Projected Maximum
Annual Debt Service Requirement, on a calendar year basis, will be $959,930 (2019)and the Projected Average
Annual Debt Service Requirement, on a calendar year basis,will be$926,188 (2002 through 2019,the high year).
Assuming no increase or decrease from the 2000 certified assessed valuation and no use of funds on hand, a debt
service tax rate of $1.09 per $100 assessed valuation at a 95% collection rate would,be necessary to pay the
Projected Maximum Annual Debt Service Requirement and a tax rate of$1.05 per$100 assessed valuation at a 95°ro
collection rate would be necessary to pay the Projected Average Annual Debt Service Requirement. Similarly,
assuming no increase in value from the estimated 03/01/01 assessed valuation, a.tax rate of $0.80 would l.r)e
necessary to pay the Projected Maximum Annual Debt Service Requirement and a tax rate of$0.77 would be
necessary to pay the Projected Average Annual Debt Service Requirement.-The District levied a debt service tax
rate of$0.87881 per$100 assessed valuation for 2000. See"PROJECTED DEBT SERVICE REQUIREMENTS"
and"TAX DATA-Tax Adequacy for Debt Service."
Tax Collection Limitations
The District's ability to make debt service payments on the Bonds may be adversely affected by its inability to
collect ad valorem taxes. Under Texas law,the levy of ad valorem taxes by the District constitutes a lien in favor of
the District on a parity with the liens of all other state and local taxing authorities on the property against which
taxes are levied, and such lien may be enforced by foreclosure. The District's ability to collect ad valorem tames
through such foreclosure may be impaired by (a) cumbersome, time-consuming and expensive collection
procedures, (b) a bankruptcy court's stay of tax collection procedures against a taxpayer, (c) market conditions
affecting the marketability of taxable property within the District and limiting the proceeds from a foreclosure s<le
of taxable property, (d) adverse effects on marketability from a taxpayer's limited right to redeem its foreclosed
property, or(e) insufficient foreclosure proceeds to satisfy the tax liens of all state and local taxing authorities on a
parity with the liens of the District on the property. While the District has a lien on taxable property within the
District for taxes levied against such property, such lien can be foreclosed only in a judicial proceeding.Moreo+,
the value of the property to be sold for delinquent taxes and thereby the sales proceeds available to pay debt service
on the Bonds,may be limited by among other factors,the existence of other tax liens on the property,by the curr nt
aggregate tax rate being levied against the property, or by the taxpayer's right to redeem residential homestead or
agricultural use property within two- (2) years of foreclosure and all other property within six (6) months of
foreclosure. Finally, any bankruptcy court with jurisdiction over bankruptcy proceedings initiated by or against a
taxpayer within the District pursuant to the Federal Bankruptcy Code could stay any attempt by the District to
collect delinquent ad valorem taxes against such taxpayer.
Registered Owners'Remedies
Pursuant to Texas law, the Bond Order provides that if the District defaults in the payment of the principal of or
interest on any of the Bonds when due, or defaults in the observance or performance of any of the covenants,
conditions or obligations set forth in the Bond Order, then a Registered Owner shall be entitled to seek a writ of
mandamus from a court of proper jurisdiction to compel the District to perform its obligations or levy adequate
taxes to make principal or interest payments on the Bonds. 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
13
indenture or trustee,and all legal actions to enforce such remedies would have to be taken at the initiative of,and be
financed by, the Registered Owners. The Bond Order does not provide for acceleration of maturity of the Bonds
upon any default; consequently,the remedy of mandamus may have to be relied upon from year to year.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 creditor's rights generally. See `Bankruptcy
Limitation to Registered Owner's Rights"below. Although the Registered Owners could obtain a judgment against
the District, such a judgment could not be enforced by a 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.
Bankruptcy Limitation to Registered Owners'Rights
The enforceability of the rights and remedies of the Registered Owners may be limited by laws relating to
bankruptcy, reorganisation, 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, the District may voluntarily proceed
under Chapter 9 of the Federal Bankruptcy Code, 11 U.S.C. §§ 901-946,if the District: (1) is generally authorized
to file for federal bankruptcy protection by 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 negotiation is impracticable. Under Texas law,
a municipal utility district such as the District must obtain the approval of the Commission prior to filing for
bankruptcy. The Commission must investigate the financial condition of the District and will authorize the District
to proceed only if the Commission determines that the District cannot, through the full exercise of its rights and
powers under Texas law,reasonably expect to meet its debts and other obligations as they mature.
If the District decides in the future to proceed voluntarily under the Federal Bankruptcy Code, the District would
develop and file a plan for the adjustment of its debts with the Bankruptcy Court. 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 such Registered Owner's claim against the
District.
The Effect of the Financial Institutions Act of 1989 on Tax Collections of the District
The"Financial Institutions Reforms Recovery and Enforcement Act of 1989"(FIRREA) contains provisions which
affect the time for protesting property valuations, the fixing of tax liens and the collection of penalties and interest
on delinquent taxes on real property owned by the Federal Deposit Insurance Corporation("FDIC")when the FDIC
is acting as the conservator or receiver of an insolvent financial institution. Under FIRREA,real property held by
the FDIC is still subject to ad valorem taxation, but such act states (i) that no real property of the FDIC shall be
subject to foreclosure or sale without the consent of the FDIC and no involuntary liens shall attach to such property,
(ii)the FDIC shall not be liable for any penalties, interest, or fines, including those arising from the failure to pay
any real or personal property tax when due and(iii)notwithstanding failure of a person to challenge an appraisal in
accordance with state law,such value shall be determined as of the period for which such tax is imposed.
There has been no definitive 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 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, and no liens for penalties, fines, interest, attomey's fees, costs of abstract and research fees exist against
the real property for the failure of the FDIC or a prior property owner to pay ad valorem taxes when due. It is also
not known whether the FDIC 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 attempts to
enforce the same,these provisions may affect the timeliness of collection of taxes on property,if any,owned by the
FDIC in the District,and may prevent the collection of penalties and interest on such taxes.
14
Marketability
The District has no understanding (other than the initial reoffering yields) with the Initial Purchaser regarding the
reoffering yields or prices of the Bonds and has no control over the trading of the Bonds in the secondary market.
Moreover,there is no assurance that a secondary market will be made for the Bonds. If there is a secondary market,
the difference between the bid and asked price of the Bonds may be greater than the difference between the bid and
asked prices of other bonds which are more generally bought,sold,or traded in the secondary market.
Future Debt
The District has the right to issue the remaining $27,700,000 unlimited tax bonds authorized for water, sanitary
sewer and drainage purposes and such additional bonds as may hereafter be approved by both the Board and voters
of the District. The District also has the right to issue certain other additional bonds, special project bonds, and
other obligations described in the Bond Order. The District's voters have also authorized the issuance of
$38,500,000 unlimited tax bonds for refunding purposes; however, no refunding bonds have been issued by the
District. All of the remaining bonds described above which have heretofore been authorized by the voters of the
District may be issued by the District from time to time as needed. If additional bonds are issued in the future and
property values have not increased proportionately, such issuance might increase gross debt/property valuation
ratios and thereby adversely affect the investment quality or security of the Bonds. See"THE BONDS-Issuance of
Additional Debt."
According to New Southwyck, following the issuance of the Bonds, the District will owe New Southwyck
approximately$3,200,000 for sanitary sewer and drainage facilities heretofore constructed on behalf of the District.
See"THE SYSTEM"and"THE DISTRICT-Status of Development."
The District's Engineer(hereinafter defined) estimates that the aforementioned $27,700,000 bonds authorized for
water,sanitary sewer and drainage purposes,which remain unissued will be adequate to reimburse New Southwyck
for monies remaining owing and to finance the construction of water,wastewater and drainage facilities to serve all
of the currently undeveloped but developable portions of the District.If additional bonds are issued in the future and
property values have not increased proportionately, such issuance may increase gross debt/property valuation ratios
and thereby adversely affect the investment quality or security of the Bonds.
The issuance of any future obligations may adversely affect the investment security of the Bonds. The District does
not employ any formula with regard to assessed valuations or tax collections or otherwise to limit the amount of
bonds which may be issued. Any bonds issued by the District, however, must be approved by the Commission
(except with respect to bonds issued for refunding purposes), the City of Pearland, the Attorney General of Texas
and the Board of the District.
Continuing Compliance with Certain Covenants
Failure of the District to comply with certain covenants contained in the Bond Order on a continuing basis prior To
the maturity of the Bonds could result in interest on the Bonds becoming taxable retroactively to the date of original
issuance. See"TAX MATTERS."
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 Commission. See "THE SYSTEM - 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 Commission 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.
15
THE DISTRICT
General
The District is a municipal utility district created by order of the Texas Water Commission, a predecessor to the
Commission, dated April 1, 1987, under Article XVI, Section 59 of the Texas Constitution, and operates under 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, which lies partly within the extraterritorial jurisdiction and
corporate limits of the City of Pearland,Texas and partly within the extraterritorial jurisdiction of the City of Manvel,
Texas,is subject to the continuing supervisory jurisdiction of the Commission.
The District is empowered, among other things, to finance, 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
services. The District also is empowered to establish, operate and maintain fire-fighting facilities, independently or
with one or more other conservation and reclamation districts, after approval by the voters of the District and the
Commission. The District currently provides solid waste collection and disposal service,but has no plans to provide a
fire department.
The District is required to observe certain requirements of the City of Pearland which limit the purposes for which the
District may sell bonds for the purchase,construction and improvement of waterworks,sanitary sewer,storm sewer and
drainage facilities and the refunding of outstanding debt obligations;limit the net effective interest rate on such bonds
and other terms of such bonds; require approval by the City of Pearland of District construction plans; and permit
connections only to lots and reserves described in a plat that has been approved by the City of Pearland. Construction
and operation of the District's drainage system is subject to the regulatory jurisdiction of additional State of Texas and
local agencies. See"THE SYSTEM."
Description
At the time of creation of the District by the Commission,the District contained 528.322 acres. On November 9, 1988,
and March 14, 1997, the District excluded 46.5774 acres and 76.4353 acres, respectively. At the time of the May 3,
1997,confirmation election,the District encompassed 405.3093 acres. On July 27, 1998,February 22, 1999 and June
26,2000,6.4223,66.82 and 159.355 acres,respectively,were annexed into the District. Following such exclusions and
annexations of land,the District currently contains approximately 637.9 acres.
The District is located entirely within Brazoria County, Texas, approximately 12 miles south of the Houston Central
Business District and approximately 10 miles south of the Texas Medical Center complex; partly within the
extraterritorial jurisdiction of the City of Pearland,Texas and partly within the extraterritorial jurisdiction of the City of
Manvel,Texas, except for 6.05 acres which lies within the corporate limits of the City of Pearland,Texas, and wholly
within the boundaries of the Pearland Independent School District.
The District serves a portion of the approximately 2,016 acre master planned community known as "Silverlake." The
approximately 59 acres within the District, that are not part of the Silverlake project, are owned by an investor,
Argovitz Interests,Ltd.
Silverlake Project
The District is part of a master-planned, mixed-use land development project which is now known and is being
marketed as Silverlake (formerly Southwyck), which includes an aggregate of approximately 2,016 acres of land,
approximately 1,000 acres of which were purchased by New Southwyck,L.P.("New Southwyck"or the"Developer"),
described below under the caption"THE DEVELOPERS,"in 1994. Amenities within Silverlake include an 18 hole
daily fee golf course and club house,pools, playgrounds, soccer fields, baseball fields and a major recreation center
consisting of 4 tennis courts, walking paths, community activities and meeting center and a junior olympic pool.
Silverlake includes approximately 418 of the approximately 638 acres located within the District, approximately 518
16
acres located in Brazoria County Municipal Utility District No. 1 ("M.U.D.No. 1"),approximately 637 acres located,in
Brazoria County Municipal Utility District No. 2 ("M.U.D.No.2"), and approximately 477 acres located in Brazoria
County Municipal Utility District No. 3 ("M.U.D. No. 3"). Land use intended for M.U.D. No.'s 1, 2, and 3'is
predominantly single-family residential. M.U.D.No.6 is being developed for residential and commercial use.
In addition to its development of land within the District,the Developer has also completed the development of 674 of
the total of approximately 868 single-family residential lots located in M.U.D.No.2. Approximately 194 lots located
in M.U.D. No. 2 were developed by a prior developer. Parkside at Silverlake, Section 1 — 90 lots, The Gardens at
Silverlake, Section 1 — 82 lots, Lakepointe at Silverlake, Sections 1 and 2— 140 lots, Meadowview at Silverlake,
Sections 1 and 2—92 lots,Cambridge Cove at Silverlake,Sections 1 and 2—100 lots,and Waterbury Estates,Section 1
— 45 lots have been developed by the Developer in M.U.D. No. 2. 125 single-family residential lots have been
developed by Beazer Homes in M.U.D. No. 2. The Developer has also developed Fairway Village at Silverlake,
Sections 1 and 2 — 247 lots, Winfield at Silverlake— 63 lots, Ashford Cove of Silverlake — 110 lots, Sedgefield at
Silverlake,Sections 1-4—391 lots and Fieldstone Village Section 1 at Silverlake—89 lots,all of which developmentis
in M.U.D. No. 3. Eleven holes of the 18 hole Southwyck Golf Course (approximately 138.6 acres), plus an
approximate 6,000 square foot clubhouse,and other facilities,including a restaurant,men's and women's locker rooms,
and a golf cart barn, are also located within M.U.D.No. 2. Approximately 15.2 acres of the Southwyck Golf Course
are located in M.U.D.No. 3. The development of Southwyck, Section 1,Phases 1 and 2; Section 2,Phases 1,2A and
2B; Section 3, Phases 1 through 4; Section 7 and Section 8, Phases 1 through 3 (aggregating 1,340 lots) is also
complete in M.U.D.No. 1.
THE DISTIRCT'S TAX IS LEVIED ONLY ON THE PROPERTY LOCATED. WITHIN THE DISTRKgT.
THEREFORE,THE INVESTMENT SECURITY AND QUALITY OF THE BONDS IS DEPENDENT UPON THE
SUCCESSFUL DEVELOPMENT OF PROPERTY LOCATED WITHIN THE DISTRICT AND THE PAYMENT
AND COLLECTION OF TAXES LEVIED THEREON. SEE "INVESTMENT CONSIDERATIONS." NEITHER
THE FAITH AND CREDIT NOR THE TAXING POWER OF ANY OF THE OTHER DISTRICTS IN THE
SILVERLAKE PROJECT(M.U.D.NOS. 1,2 AND 3)IS PLEDGED TO THE PAYMENT OF ANY OBLIGATION
OF THE DISTRICT,INCLUDING THE BONDS.
Authority
The District is authorized to issue bonds to finance its water,sanitary sewer and drainage facilities,with the approv of
the Commission, the City of Pearland and the Attorney General of Texas, to the extent authorized by the Distrit's
qualified voters. After the issuance of the Bonds,the District will have$27,700,000 authorized but unissued unlimited
tax bonds payable from ad valorem taxes unlimited as to rate or amount. The District's voters have also authorized
the issuance of$38,500,000 unlimited tax bonds for refunding purposes; however, no refunding bonds have been
issued by the District.
17
Status of Development
The following chart more completely describes, the status of single-family residential development within the
District as of March 1,2001.
Platted Completed Homes Under Vacant
Subdivision Acreage Lots Homes Construction Lots
Weatherford
Section 1 22.4 79 77 0 2
Section 2 12.5 47 47 0 0
Sheldon Cove at Silverlake 14.4 41 41 0 0
Woodbend
Section 1 27.7 88 87 0 1
Section 2 27.9 75 75 0 0
Scofield
Section 1 22.1 78 78 0 0
Summerfield
Section 1 13.9 50 22 13 15
Crestwood Cove 18.9 62 0 35 27
159.8 520 427 48 45
Currently, there are three (3) homebuilders constructing homes within the District: Emerald Homes, Newmark
Homes, and Perry Homes. The sales price of homes being constructed in the District generally range from
$170,000 to $325,000. See "THE DEVELOPERS—Lot Sales Contracts." During 1999 there were approximately
149 homes sold in the District,approximately 132 homes sold during 2000 and approximately 24 homes have been
sold during the first two months of 2001.
Centennial Homes,Inc.owns 159 acres in the District and has recently initiated the design of 3 single family home
subdivisions. When, and if, such subdivisions are developed, homes therein will be constructed by Trendmaker
Homes.
A 476-unit apartment project has been constructed in the District. As of March 1, 2001, approximately 428 units
have been leased. The first units were available for occupancy in April 1999, and the entire project was completed
in February 2000.
Commercial improvements within the District consist of two service stations,a car wash,and an auto repair center.
Randall's Properties,Inc.has purchased 11 '/Z acres in the District and is planning to construct a 100,000 square foot
retail center in the near future. No representation can be made as to when,or if;this center will be constructed.
Argovitz Interests, Ltd.has entered into a contract with a major retailer for the sale of approximately 14.7 acres in
the District. The purchaser is in its"free look"period and no representation can be made as to when,or if,such sale
will occur.
Future Development
The District contains approximately 346 developable acres of land that are not currently served with water,sanitary
sewer and drainage facilities. The District can make no representation that any future development will occur
within the District. In the event that future development does occur in the District, it is anticipated that the
development costs will be financed through the sale of future bond issues.
18
Community Facilities
Community facilities available in the general geographic area of the District are set forth below:
Churches: No churches are located within the District,but churches of most major denominations are located in
the Pearland area.
Employment Centers:Numerous employment centers are located in the City of Pearland and the City of Houston,
including the Texas Medical Center and Downtown Houston.
Fire Protection:Fire protection for the District is provided by the City of Pearland through the Pearland Volunteer
Fire Department,which operates a total of 3 fire stations in the Pearland area. One station is located approximately
7 miles from the District. The fire protection equipment available for use in the District includes 5 main line pump
trucks,2 booster pump trucks,3 grass/brush trucks, 1 heavy duty rescue and 2 support vehicles.
Medical Facilities:Various health care facilities are located in the vicinity of the District. The District is located
approximately 10 miles from the Texas Medical Center.
Other Utilities: Electric service is provided by Reliant Energy — HL&P, telephone service is provided by
Southwestern Bell Telephone,and gas service is provided by Reliant Energy-Entex.
Recreational Facilities: The District is part of the Silverlake Master Planned Community and the residents of the
District have access to all of the recreational facilities of Silverlake. These facilities include tennis courts,an 18-
hole daily fee golf course,sand pit volley ball,fitness center,junior olympic pool,and landscaped walking pa .
In addition,the District contains a local pool,a playground and ball fields.
Schools: The District is located in the Pearland Independent School District which provides bus service to all
students who attend district schools. Students from the District attend the following state-accredited schools.
Approximate Distance
School Grades From District
Challenger Elementary K-4 3 miles
Silverlake Elementary K-4 Adjacent to the District
Sam Jamison Middle School 5-6 4 miles
Pearland Junior High-East 7-8 6 miles
Pearland High School 9-12 8 miles
Shopping Facilities: In addition to the shopping facilities located adjacent to the District in the City of Pearland,
the District is located within 20 miles of the Galleria Shopping Mall and the surrounding retail stores. In addition,
the District is located approximately 15 miles from the retail stores and restaurants located along Interstate
Highway 45 and Nasa Road 1.
19
TIDE DEVELOPERS
Role of the Developer
In general, the activities of a developer in a municipal utility district, such as the District, include purchasing the
land within the District, designing the subdivision, designing the utilities and streets to be constructed in the
subdivision, designing any community facilities to be built, defining a marketing program and building schedule,
securing necessary governmental approvals and permits for development, arranging for the construction of roads
and the installation of utilities (including, in some cases, water, wastewater, and drainage facilities pursuant to the
rules of the Commission, as well as gas,telephone and electric service) and selling improved lots and commercial
reserves to builders,developers,or other third parties. In most instances,the developer will be required to pay up to
thirty percent of the cost of constructing certain of the water, wastewater and drainage facilities in a municipal
utility district pursuant to the rules of the Commission. The relative success or failure of a developer to perform
such activities in development of the property within a municipal utility district may have a profound effect on the
security of the unlimited tax bonds issued by a district. A developer is generally under no obligation to a district to
develop the property which it owns in a district. Furthermore, there is no restriction on a developer's right to sell
any or all of the land which it owns within a district. In addition,a developer is ordinarily a major taxpayer within a
municipal utility district during the development phase of the property.
The principal developer of land within the District is New Southwyck,L.P.("New Southwyck"or the"Developer"),
a Delaware limited partnership,the sole general partner of which is Southwyck Joint Venture("Southwyck JV"), a
Texas joint venture, and the sole limited partner of which is Prudential Home Builders' Capital Associates Three
Limited Partnership ("PHBCA III"). Southwyck N is a joint venture controlled by The Johnson Development
Corp. of Houston, Texas. PHBCA III is a limited partnership, the general partner of which is an affiliate of The
Prudential Insurance Company of America("Prudential").
The original developer of land within the District was General Homes Corporation. In February, 1994,
approximately 1,000 acres,including all of the land originally in the District,were acquired by Southwyck JV.Such
acreage was contributed to a new limited partnership called New Southwyck,L.P. in June of 1994. All of the land
acquired is located in the approximately 2,000 acre community known as "Silverlake." Other municipal utility
districts within Silverlake include Brazoria County Municipal Utility District No. 1 ("MUD No. 1"), Brazoria
County Municipal Utility District No. 2 ("MUD No. 2"), and Brazoria County Municipal Utility District No. 3
("MUD No.3").
In addition to the approximately 102 acres which it owns in the District, New Southwyck also owns 50 acres in
MUD No. 2 and approximately 19 acres in MUD No.3. Currently,all new single family home lot development by
New Southwyck is occurring in Mud Nos. 1,2 or 3. As the general partner of the Developer, Southwyck N owns a
40%share of the Developer.In addition, Southwyck N or its affiliates are paid a management fee based upon gross
sales proceeds of the Developer's land or lots within the District.
The 2000 Assessed Valuation of the property owned by the Developer comprises approximately 2.4% of the
District's total 2000 Assessed Valuation. See "INVESTMENT CONSIDERATIONS - Factors Affecting Taxable
Values and Tax Payments,"and"TAX DATA-Principal Taxpayers."
Acquisition and Development Financing
New Southwyck financed the acquisition and development of its land within the District through a $12 million
secured revolving loan and a $5 million secured term loan obtained in 1994 from The Prudential Home Builders'
Capital Associates Two Limited Partnership, a limited partnership,the general partner of which is Prudential.As of
February 1, 2001, $1,175,247 was outstanding under the aforementioned$12 million secured revolving loan,all of
which was applicable to development activities within Silverlake,and the Developer was current with all payments.
As a result of the conversion of the balance outstanding to partners' capital,the $5 million secured term loan is no
longer outstanding.
20
Development Management
Larry D. Johnson, President of The Johnson Development Corp., has over 32 years of experience in real estate
development. Mr. Johnson's real estate activities have included over 74 projects resulting in the development o
nearly 40,000 acres of multiple-use commercial parks, office buildings, retail centers, residential subdivisions,
master planned communities and multi-family housing. In the Houston metropolitan area, Mr. Johnson's
developments include Atascocita, Steeplechase, Sienna Plantation and River Stone, a new master planne
community in Fort Bend County.
Lot Sales Contracts
All of the lots in the District owned by New Southwyck have been contracted for sale to either Perry Homes,
Newmark Homes or Emerald Homes. Currently, there are only 7 of such lots remaining to be sold to the
homebuilders.
Centennial Homes,Inc.
Centennial Homes, Inc. ("Centennial") owns approximately 159 acres in the District. Recently, Centennial
authorized its engineer to begin the plans for development of 3 subdivisions in the District. When, and if, such
subdivisions are completed,the lots would be made available to Centennial's affiliate,Trendmaker Homes.
Argovitz Interest,Inc.
Argovitz Interests, Inc., a Texas limited partnership ("Argovitz") owns approximately 59 acres in the District and
has entered into a contract to purchase 10;acres outside the District. Argovitz currently is participating in the
construction of certain water, sewer and drainage facilities to serve its property. Recently,Argovitz entered into al
contract to sell approximately 14.7 acres of its 59 acres and a portion of the other 10 acres to a major retailer. The
purchaser is in its"free look"period and no representation can be made as to when,or if,such sale will occur.
THE SYSTEM
Regulation
According to the District's Engineer, the District's water distribution, wastewater collection and drainage facilities
(the "System") have been designed in accordance with accepted engineering practices and the requirements of all
governmental agencies having regulatory or supervisory jurisdiction over the construction and operation of such
facilities including, among others, the Commission, the City of Pearland and Brazoria County. According to the
District's Engineer, the design of all such facilities has been approved by all required governmental agencies, and
the construction has been inspected by the Commission.
Operation of the District's waterworks and sewage treatment facilities is subject to regulation by, among others,
the United States Environmental Protection Agency and the Commission. In many cases, regulations promulgat d
by these agencies have become effective only recently and are subject to further development and revisions.
Source of Water Supply:
The District shares ownership in Water Plant No. 2 with MUD Nos. 1, 2 & 3. Water Plant No. 2 is
operated by MUD No. 2, and currently consists of one (1) 1,000 gpm well, one (1) 1,800 gpm remote well,
two (2) 15,000 gallon pressure tanks, two (2) 300,000 gallon ground storage tanks, one (1) 600,000 gallon
ground storage tank, three (3) 1,000 gpm booster pumps, two (2) 1,050 gpm booster pumps, and an
emergency generator. The District's share of Water Plant No. 2 is 32.2%. According to the Districts
Engineer, the District's share of Water Plant No. 2 is sufficient to serve 788 equivalent single family
connections.
21
The District also shares ownership in a 700,000 gallon elevated storage tank with MUD Nos. 1, 2&3. The
elevated storage tank is operated by MUD No. 2. The District's share of the elevated storage tank is
40.26%.
The first phase of Water Plant No. 3 is currently under construction with completion expected in May, 2001.
This phase of the plant will consist of one (1) 2,100 gpm well, one (1) 620,000 gallon ground storage tank,
one (1) 15,000 gallon pressure tank, and three (3) 1,250 gpm booster pumps. The District's share of Water
Plant No. 3 is 33.0%. According to the District's Engineer, the District's share is sufficient to serve 417
equivalent single family connections.
Upon completion of the first phase of Water Plant No. 3, the District's share of the total system capacity will
be sufficient to serve 1,688 equivalent single family connections.
Source of Wastewater Treatment:
The District is currently leasing a 200,000 gallons per day ("gpd") interim wastewater treatment plant and
owns and operates a wastewater lift station that will be expanded in phases as development occurs. The
District's 200,000 gpd plant will currently serve approximately 667 equivalent single family connections.
The District completed an expansion of the regional wastewater treatment facility with MUD Nos. 1, 2, and
3, in March, 2001. According to the District's Engineer, the District's share of the plant after the expansion
is 17%. This will be sufficient to serve 992 equivalent single-family connections.
The District also shares ownership in Lift Station No. 5 with MUD Nos. 2 and 3. Lift Station No. 5 is a
regional lift station that will be expanded in phases as development occurs. The lift station will be operated
by MUD No. 3, and is currently under construction with completion expected in March, 2001. The
District's share of Lift Station No. 5 is 72.0%, which is sufficient to serve 1,280 equivalent single family
connections. Upon completion of the lift station, the interim wastewater treatment plant will be removed,
and all wastewater flow will be directed to the regional wastewater treatment facility.
100 Year Flood Plain
According to the District's Engineer, none of the District, except those areas designated for drainage and
detention, is located within the 100-year flood plain as indicated by the current Federal Emergency Management
Agency Map.
22
Use and Distribution of Bond Proceeds
Proceeds from the sale of the Bonds will be used for the following: 1) to pay construction costs for emergency
generators serving Water Plant No.2;2)to pay construction costs for Water Plant No. 3,Phase I; 3)to pay interest
on a bond anticipation,note; 4) to pay construction costs for water, wastewater and drainage facilities to serve
Woodbend, Section 1; 5) to pay construction costs for clearing and grubbing for Woodbend, Section 1; and 6) too
pay certain costs associated with the issuance of the Bonds.
Construction Costs
Amount
A. Developer Contribution Items
1. Woodbend,Section 1 $ 866,598
2. Engineering(13.2%of Item 1) 115.185
Developer Contribution Items $ 981,783
B. District Items
1. Water Plant No.3,Phase I $ 568,197
2. Emergency Generators 39,426
3. Contingencies(5%of Item 1) 28,410
4. Engineering(16.4%of Items 1-3) 104,505
Total District Items $ 740,538
TOTAL CONSTRUCTION COSTS(78.1%of BIR) $1,722,321
Non-construction Costs
A. Legal Fees(2.92%) $ 69,250
B. Ficcal Agent Fees(2.0%) 47,400
C. Interest Costs
1. Capitalized Interest(6 mos.@ 7.0%) 82,950
2. Developer Interest 164,707
3. Bond Anticipation Note 92,950
D. Bond Discount(3.0%) 71,100
E. Bond Issuance Costs 51,331
F. BAN Issuance Costs 37,066
G. Bond Application Report Costs 25,000
H. TNRCC Bond Issuance Fee(0.25%) 5.925
TOTAL NON-CONSTRUCTION COSTS $ 6447,679
TOTAL BOND ISSUE REQUIREMENT $2,370,000
•
23
WATER AND SEWER OPERATIONS
General
The Bonds will be payable solely from the proceeds of an annual ad valorem tax levied upon all taxable property
within the District, without legal limitation as to rate or amount. However, net revenues from operations of the
District's System, if any, are available for any legal purpose, including the payment of the Bonds, upon Board
action. It is anticipated that no revenues will be available for payment of the Bonds. The following data is
included as a matter of information.
Waterworks and Sanitary Sewer Operating Statement
The following statement sets forth in condensed form the historical results of operation of the District's System.
Such summary has been prepared by the Financial Advisor for inclusion herein, based upon information obtained
from the District's audited financial statements. Reference is made to such statements for further and more
complete information. See "APPENDIX A."
Fiscal Year Ended July 31
2001(a) 2000(b) 1999(b) 1998(b)
Revenues
Maintenance Tax $ 48,864 $ 38,527 $ 90,649 $ 28,705
Water Service 125,328 196,965 75,330 17,311
Sewer Service 113,996 161,078 64,279 10,085
Penalty&Interest 4,962 6,005 1,803 372
Tap Connection 52,272 207,825 181,585 92,045
Interest&Other Income 9,253 11,983 6,685 708
Total Revenues $354,675 $622,383 $420,331 $149,226
Expenditures
Purchased Services $57,950 $ 84,184 $ 0 $ 0
Professional Fees 40,515 90,781 67,028 32,505
Contracted Services 51,301 66,637 31,079 12,965
Utilities 16,073 19,732 14,841 8,846
Repairs&Maintenance 37,097 141,715 52,662 13,263
Other 32,416 29,036 34,099 14,272
Capital Outlay 0 92,785 75,420 30,935
Total Expenditures $235,352 $524,870 $275,129 $112,786
Net Revenues(Expenditures) $119,323 $ 97,513 $145,202 $ 36,440
Other Financing Sources (Uses)
Interfund Transfers $ 0 $ 75,600 (c) $ 0 $ 0
Excess Sources(Uses) $ 0 $173,113 $145,202 $ 36,440
Fund Balance at beginning of year $357,925 $184,812 $ 39,610 $ 3,170
Fund Balance at end of year N/A $357,925 $184,812 $ 39,610
(a) Six(6)months,unaudited.
(b) From the District's Audited Financial Statements.
(c) Transfer from the District's Capital Projects Fund.
24
UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED
Date of Vote Amount Issued Amount
Authorization For Against Purpose Authorized to Date Unissued
May 3, 1997 2 0 Water, Sewer $38,500,000 $10,800,000(a) $27,700,000
&Drainage
May 3, 1997 2 0 Refunding $38,500,000 -0- $38,500,000
(a) Includes the Bonds.
SELECTED FINANCIAL INFORMATION
(Unaudited as of March 1, 2001)
2000 Certified Assessed Valuation(100% of estimated market value). $92,978,830 (a)
Estimated Assessed Valuation as of March 1, 2001 $127,900,000 (b)
Direct Debt(Includes the Bonds) $ 10,800,000
Ratio of Direct Debt to 2000 Certified Assessed Valuation. 11.62%
Ratio of Direct Debt to Estimated 03/01/01 Assessed Valuation 8.44%
Area of District: 638 acres
(a) Net of exemptions. As certified by the Brazoria County Appraisal District("BCAD"). See"TAX PROCEDURES."
(b) As estimated by BCAD as of March 1, 2001 for information purposes only. The 2000 Certified Assessed Valuation provided by the
BCAD has been updated to add the estimated value of improvements constructed between January 1,2000 and March 1,2001. Such
estimate has no official status. Taxes are levied based on value as certified by BCAD as of January 1 of each year; therefore, this
estimate will not be used to produce tax revenue for the District. See"TAX PROCEDURES."
Cash and Investment Balances (Unaudited at February 26, 2001)
Operating Fund $ 401,455
Debt Service Fund $1,622,258 (a)
Construction Fund $1,437,216
(a) Neither Texas law nor the Bond Order requires that the District maintain any particular sum in the Debt Service Fund.
INVESTMENT AUTHORITY AND INVESTMENT PRACTICES OF THE DISTRICT
The District invests its funds in securities and investments prescribed by the Texas Public Funds Investment Act,
Subchapter 2256, Texas Government Code, as amended (the "Investment Act"). The Investment Act requires
that the District establish an investment policy to ensure that District funds are invested only in accordance with
Texas law. The District has established a written investment policy. The District's investments are managed by
its Bookkeeper, who reports to the District's Board of Directors. The Investment Act requires that investments be
made with judgment and care, under prevailing circumstances that a person of prudence, discretion and
intelligence would exercise in the management of his or her own affairs, not for speculation, but for investment,
considering the probable safety of capital and the probable income to be derived. The Investment Act requires
that investment policies be written, primarily emphasize safety of principal and liquidity, and address investment
diversification, yield and maturity and the quality and capability of investment management. The District's
investment policies meet these criteria.
25
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,
unless otherwise indicated, from 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 for payment of their debt, and some are
presently levying and collecting such taxes.
% Amount
Gross Debt Overlpg. Overlpg.
Taxing Body Amount As of Gross Debt Gross Debt
Brazoria County $28,518,942 9/30/00 0.36% $ 102,668
Pearland ISD 97,834,012 8/31/00 4.09% 4,001,411
Brazoria County Drainage District No. 4 0 9/30/00 0.00% 0
TOTAL ESTIMATED OVERLAPPING NET DEBT $ 4,104,079
Brazoria County Municipal
Utility District No. 6 $10,800,000(a) 100.00% $10,800,000
TOTAL ESTIMATED DIRECT AND OVERLAPPING DEBT $14,904,079
Ratio of Estimated Direct and Overlapping Debt to 2000 Assessed Valuation 16.03%
Ratio of Estimated Direct and Overlapping Debt to 03/01/01 Estimated Assessed Valuation 11.65%
(a) Includes the Bonds.
Overlapping Taxes for 2000
2000 Tax Rate Per
Overlapping Entity $100 Assessed Valuation
Brazoria County $0.399500
Pearland Independent School District 1.650000
Brazoria County Drainage District No. 4 0.134078
The District 0.987500(a)
Total $3.171078
(a) The Commission Order authorizing issuance of the Bonds recommends levying a debt service tax rate of not less than$0.87 per$100
valuation in Tax Year 2001.
26
TAX DATA
Classification of Net Taxable Assessed Valuation (a)
2000 1999 1998
Land $23,105,430 $12,807,950 $4,066,300
Improvements 68,634,920 24,717,510 2,824,660
Personal 1,258,220 780,740 361,290
Exemptions (19,740) (1,830) (360)
Total Taxable Value $92,978,830 $38,312,370 $7,251,890
(a)Does not include any supplemental changes to the tax roll.
Tax Collections
The following statement of tax collections sets forth in condensed form the historical tax collection experience of
the District. Such summary has been prepared by the Financial Advisor 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.
Tax Assessed Tax Tax Current Collection Total Collection Tax Year
Year Valuation Rate Levy Amount Percent Amount Percent Ending
1997 $2,296,390 $1.2500 $28,705 $28,705 100.00% $28,705 100.00% 9/30/98(a)
1998 7,251,890 1.2500 90,649 90,649 100.00 90,649 100.00. 9/30/99
1999 38,672,770 1.0000 386,723 385,650 99.72 385,650 99.72 9/30/00
2000 92,978,830 0.9875 918,166 876,372 95.45 876,372 95.45 9/30/01(b)
(a) Initial year taxes were levied in the District.
(b) Collections as of February 28,2001.
District Tax Rates (a)
2000 1999 1998 1997
Debt Service $0.87881 $0.90 $0.00 $0.00
Maintenance&Operation 0.10869 0.10 1.25 1.25
Total $0.98750 $1.0B $1.25 $1.25
(a) The Commission Order authorizing issuance of the Bonds recommends levying a debt service tax rate of not less than$0.87 per$100
valuation in Tax Year 2001.
Debt Service Tax
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 Bonds, the Outstanding Bonds and any tax bonds that may be
issued in the future. An election was held within the District on May 3, 1997, which authorized the levy of a
maintenance tax not to exceed $1.25/$100 assessed valuation. The District levied a maintenance tax of$0.10869
per$100 of assessed valuation for tax year 2000.
27
Principal Taxpayers
The following list of principal taxpayers was provided by Wallace P. Hutchinson of Assessments of the
Southwest, the District's Tax Assessor/Collector, based on the 1999 and 2000 tax rolls of the District, which
reflect ownership as of January 1 of each year.
2000 1999
Taxpayer Type of Property Valuation Valuation
St. Andrews Partners Multi-Family $14,047,400 $2,945,000
New Southwyck, LP(a) Acreage&Lots 2,227,780 2,905,000
Randall's Properties, Inc. Commercial 2,129,000
Motiva Enterprises Commercial 1,274,950 1,223,140
Academy of Starrz, Inc. Commercial 801,460 *
Sedita Heirs Acreage 653,400
Mountainprize Inc. Commercial 560,750 486,580
Argovitz Interest, Ltd. (a) Acreage 444,480 429,780
Perry Homes House&Lots 397,030 1,069,520
Emerald Homes LP Lots&Home 354,700 1,454,980
Racetrac Petroleum Inc. Commercial * 334,810
Frederick D. Walker House * 268,310
Michael D. Natale House * 267,240
TOTAL $22,890,950 $11,384,680
Percent of Assessed Valuation 24.62% 29.44%
* Not a principal taxpayer in given year.
(a) See"The DEVELOPERS."
Tax Adequacy for Debt Service
The calculations shown below assume, solely for purposes of illustration, no increase or decrease in assessed
valuation over the 2000 assessed valuation or the March 1, 2001 estimated assessed valuation and utilize tax rates
adequate to service the District's total proposed debt service requirements on the Series 2001 Bonds at an
estimated interest rate of 5.50%.
Projected Average Annual Debt Service Requirements on the Bonds and
the Outstanding Bonds (2002 through 2019, the high years) $926,188
$1.05 Tax Rate on 2000 Assessed Valuation of
$92,978,830 @ 95% collections produces. $927,464
$0.77 Tax Rate on March 1, 2001 Estimated Assessed Valuation of
$127,900,000 @ 95% collections produces $935,589
Projected Maximum Annual Debt Service Requirements on the Bonds and
the Outstanding Bonds (2019) $959,930
$1.09 Tax Rate on 2000 Assessed Valuation of
$92,978,830 @ 95% collections produces. $962,796
$0.80 Tax Rate on March 1,2001 Estimated Assessed Valuation of
$127,900,000 @ 95% collections produces $972,040
28
PROJECTED DEBT SERVICE REQUIREMENTS
BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO.6,
OF BRAZORIA COUNTY,TEXAS
$2,370,000
Unlimited Tax Bonds,Series 2001
Issue Dated: April 1,2001
First Interest Payment: September 1,2001
Series 2001 Bonds
Year Principal Projected Total
Ending Outstanding Bonds Principal Interest(a) And Debt Service
31-Dec Principal Interest Total (Due 09/01) (Due 03/01) (Due 09/01) Total Interest Requirements
2000 $ 227,015.42 $ 227,015.42 $ 227,015.42
2001 $ 230,000.00 489,605.00 719,605.00 $ 54,312.50 $ 54,312.50 54,312.50 773,917.50
2002 245,000.00 474,755.00 719,755.00 $ . 65,000.00 $ 65,175.00 65,175.00 130,350.00 195,350.00 915,105.00
2003 260,000.00 458,917.50 718,917.50 70,000.00 63,387.50 63,387.50 126,775.00 196,775.00 915,692.50
2004 280,000.00 442,092.50 722,092.50 75,000.00 61,462.50 61,462.50 122,925.00 197,925.00 920,017.50
b..) 2005 295,000.00 423,992.50 718,992.50 80,000.00 59,400.00 59,400.00 118,800.00 198,800.00 917,792.50
q" 2006 315,000.00 404,905.00 719,905.00 85,000.00 57,200.00 57,200.00 114,400.00 199,400.00 919,305.00
2007 330,000.00 384,542.50 714,542.50 90,000.00 54,862.50 54,862.50 109,725.00 199,725.00 914,267.50
2008 355,000.00 363,192.50 718,192.50 95,000.00 52,387.50 52,387.50 104,775.00 199,775.00 917,967.50
2009 380,000.00 340,217.50 720,217.50 100,000.00 49,775.00 49,775.00 99,550.00 199,550.00 919,767.50
2010 405,000.00 315,617.50 720,617.50 105,000.00 47,025.00 47,025.00 94,050.00 199,050.00 919,667.50
2011 430,000.00 289,392.50 719,392.50 110,000.00 44,137.50 44,137.50 88,275.00 198,275.00 917,667.50
2012 460,000.00 262,082.50 722,082.50 115,000.00 41,112.50 41,112.50 82,225.00 197,225.00 919,307.50
2013 485,000.00 237,047.50 722,047.50 120,000.00 37,950.00 37,950.00 75,900.00 195,900.00 917,947.50
2014 520,000.00 211,567.50 731,567.50 130,000.00 34,650.00 34,650.00 69,300.00 199,300.00 930,867.50
2015 550,000.00 184,137.50. 734,137.50 135,000.00 31,075.00 31,075.00 62,150.00 197,150.00. 931,287.50
2016 585,000.00 155,027.50 ,740,027.50 145,000.00 27,362.50 27,362.50 54,725.00 199,725.00 939,752.50
2017 620,000.00 123,940.00 743,940.00 150,000.00 23,375.00 23,375.00 46,750.00 196,750.00 940,690.00
2018 665,000.00 90,860.00 755,860.00 160,000.00 19,250.00 19,250.00 38,500.00 198,500.00 954,360.00
2019 705,000.00 55,230.00 760,230.00 170,000.00 14,850.00 14,850.00 29,700.00 199,700.00 959,930.00
2020 315,000.00 17,325.00 332,325.00 180,000.00 10,175.00 10,175.00 20,350.00 200,350.00 532,675.00
2021 190,000.00 5,225.00 5,225.00 10,450.00 200,450.00 200,450.00
$ 8,430,000.00 $5,951,462.92 $ 14,381,462.92 $2,370,000.00 $ 799,837.50 $ 854,150.00 $1,653,987.50 $4,023,987.50 $18,405,450.42
(a) Interest Rate estimated at 5.50%for illustration purposes.
TAX PROCEDURES
Property Tax Code and County-Wide Appraisal District
The Texas Tax Code (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 a single appraisal district
with the responsibility for recording and appraising property for all taxing units within a county and a single
appraisal review board with the responsibility for reviewing and equalizing the values established by the appraisal
district. The Brazoria County Appraisal District (the "Appraisal District" or "BCAD") has the responsibility for
appraising property for all taxing units within Brazoria County, including the District. Such appraisal values are
subject to review and change by the Brazoria County Appraisal Review Board (the "Appraisal Review Board").
Under certain circumstances,taxpayers and taxing units(such as the District)may appeal the orders of the Appraisal
Review Board by filing a petition for review in State district court. In such event, the value of the property in
question will be determined by the court or by a jury if requested by any party. Absent any such appeal, the
appraisal roll, as prepared by the Appraisal District and approved by the Appraisal Review Board,must be used by
each taxing jurisdiction in establishing its tax roll and tax rate. The District is eligible, along with all other
conservation and reclamation districts within Brazoria County, to participate in the nomination of and vote for a
member of the Board of Directors of the Appraisal District.
Property Subject to Taxation by the District
Except for certain exemptions provided by Texas law,all real property and tangible personal property in the District
is subject to taxation by the District; however, it is expected that no effort will be made by the District to collect
taxes on personal property other than on personal property rendered for taxation, business inventories and the
property of privately owned utilities. Principal categories of exempt property include: property owned by the State
of Texas or its political subdivisions if the property is used for public purposes;property exempt from ad valorem
taxation by federal law;certain household goods, family supplies,and personal effects;farm products owned by the
producer; all oil, gas and mineral interests owned by an institution of higher education; certain property owned by
charitable organizations,youth development associations,religious organizations, and qualified schools;designated
historical sites; solar and wind-powered energy devices;and most individually owned automobiles. In addition,the
District may by its own action exempt residential homesteads of persons sixty-five(65)years or older and of certain
disabled persons to the extent deemed advisable by the Board. In addition, the District would be required to call
such an election upon petition by twenty percent(20%)of the number of qualified voters who voted in the District's
preceding election and would be required to offer such an exemption if a majority of voters approve it at such
election. For the 2000 tax year, the District has not granted any exemption for persons 65 years of age and older
and to individuals who are under disability for purposes of payment of disability insurance benefits under Federal
Old-Age Survivors and Disability Insurance Act.
The District must grant exemptions to disabled veterans or certain surviving dependents of disabled veterans, if
requested,to between$5,000 and$12,000 of assessed valuation depending upon the disability rating of the veteran.
A"Freeport Exemption"applies to goods,wares,ores,and merchandise other than oil,gas, and petroleum products
(defined as liquid and gaseous materials immediately derived from refming petroleum or natural gas),and to aircraft
or repair parts used by a certified air carrier acquired in or imported into Texas which are destined to be forwarded
outside of Texas and which are detained in Texas for assembling, storing,manufacturing,processing or fabricating
for less than 175 days. Although certain taxing units may take official action to tax such property in transit and
negate such exemption,the District does not have such an option.
General Residential Homestead Exemption
Texas law authorizes the governing body of each political subdivision in the State of Texas to exempt up to twenty
percent(20%)of the market value of residential homesteads,but not less than$5,000, if any exemption is granted,
from ad valorem taxation. The law provides,however, that where ad valorem taxes have previously been pledged
for the payment of debt,the governing body of a political subdivision may continue to levy and collect taxes against
the exempt value of the homesteads until the debt is discharged, if the cessation of the levy would impair the
obligations of the contract by which the debt was created. For 2001, the District has not granted a general
residential homestead exemption.
30
Agricultural,Open Space,Timberland and.Inventory Deferment
The Property Tax Code permits land designated for agricultural use (including wildlife management), open space,
or timberland to be appraised at its value based on the land's capacity to produce agriculture or timber products
rather than at its fair market value. The Property Tax Code permits, under certain circumstances, that residential
real property inventory held by a person in the trade or business be valued at the price all such property would bring
if sold as a unit to a purchaser who would continue the business.Landowners wishing to avail themselves of any of
such designations must apply for the designation,'and the Appraisal District 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 t I
taxation by some political subdivisions and not as to others. If a claimant receives the 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 such taxes for a period of three(3)years to five(5)years for agricultural use,timberland or open
space land prior to the loss of the designation.According to the District's Tax Assessor/Collection,as of January 1
2001,no land within the District was designated for agricultural use,open space,inventory deferment or timberland!
Furthermore,the Developer has entered into an agreement with the District not to render its property for agricultural
use as long as the Bonds are outstanding,which agreement is binding upon future owners of Developer's land.
Tax Abatement
The City of Pearland and/or the City of Manvel and Brazoria County may designate all or part of the District as a
reinvestment zone,and the District,Brazoria County,Pearland Independent School District,(after annexation of the
area) the City of Pearland and/or the City of Manvel may thereafter enter into tax abatement agreements with the
owners of property within the zone. The tax abatement agreements may exempt from ad valorem tax, by the
applicable taxing jurisdictions, and by the District,for period of up to ten years,all or any part of any increase in
the assessed valuation of property covered by the agreement over its assessed valuation in the year in which the
agreement is executed, on the condition that the property owner make specified improvements or repairs to the
property in conformity with a comprehensive plan.According to the District's Tax Assessor/Collector,to date,none
of the area within the District has been designated as a reinvestment zone. -
Valuation of Property for Taxation
Generally, property in the District must be appraised by the Appraisal District at market value as of January 1 of
each year. Assessments under the Property Tax Code are to be based upon one hundred percent(100%) of market
value. The appraised value of residential homestead property may be limited to the lesser of the market value of
the property, or the sum of the appraised value of the property for the last year in which it was appraised,plus ten
percent(10%) of such appraised value multiplied by the number of years since the last appraisal, plus the market
value of all new improvements to the property. _Once an appraisal roll is prepared and approved by the Appraise 1
Review Board,it is used by the District in establishing its tax rate.
The Property Tax Code requires the Appraisal District to implement a plan for periodic reappraisal of property to
update appraised values. The plan must provide for appraisal of all real property by the Appraisal District at least
once every three (3)years. It is not known what frequency of reappraisal will be utilized by the Appraisal District
or whether reappraisals will be conducted on a zone or county-wide basis.
District and Taxpayer Remedies
Under certain circumstances, taxpayers and taxing units, including the District,may appeal orders of the Appraisal
Review Board by filing a petition for review in district court within forty-five(45)days after notice is received that
a fmal order has been entered. In such event,the property value in question may be determined by the court,or 14 a
jury, if requested by any party. Additionally, taxing units may bring suit against the appraisal district to co9ily
with the Property Tax Code. The District may challenge the level of appraisal of a certain category of property,the
exclusion of property from the appraisal rolls or the grant, in whole or in part, of an exemption. The District may
not,however,protest a valuation of any individual property.
31
The Property Tax Code sets further notice and hearing procedures for certain tax rate increases by the District and
provides for taxpayer referenda, which could result in the repeal of certain tax increases. The Property Tax Code
also establishes a procedure for notice to property owners of reappraisals reflecting increased property values,
appraisals that 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 collection of its taxes, unless it elects to transfer such functions to another
governmental entity. Pursuant to amendments to the Property Tax Code which became effective January 1, 2000,
the District must adopt its tax rate by the later of September 30 or sixty(60)days after it receives a certified roll. If
the District does not adopt the tax rate during said time period, the tax rate for that tax year is the lower of the
"effective tax rate" (as calculated pursuant to the Property Tax Code)or the tax rate adopted by the District for the
preceding tax year. Taxes are due October 1 or when billed, whichever comes later, and become delinquent after
January 31 of the following year or 30 days after the date billed, whichever is later, or, if billed after January 10,
they are delinquent on the first day of the month next following the 21st day after such taxes are billed. A
delinquent tax bears interest at the rate of one percent(1%)per month until paid,and such delinquent tax also incurs
a penalty of six percent(6%)of the amount of tax plus an additional one percent(1%)per month prior to July 1,at
which time the penalty becomes twelve percent(12%)and remains at such a rate without further increase. If the tax
is not paid by July 1, an additional penalty of up to fifteen percent(15%) of the total tax,penalty and interest may,
under certain circumstances, be imposed by the District. The District may waive penalties and interest on
delinquent taxes only if an error or omission of a representative of the District, including the Appraisal District,
caused the failure of the taxpayer to pay taxes. The Property Tax Code also makes provision for the split payment
of taxes,discounts for early payment and the postponement of the delinquency of taxes under certain circumstances.
Additionally,the owner of a residential homestead property that is a person sixty-five (65)years of age or older is
entitled by law to pay current taxes on a residential homestead in installments or to defer the payment of taxes
without penalty during the time of ownership.
District's Rights in the Event of Tax Delinquencies
Taxes levied by the District are a personal obligation of the owner of the property against which the tax is levied. In
addition,on January 1,of each year,a tax lien attaches to property to secure the payment of all taxes,penalties,and
interest ultimately imposed for the year on the property. The lien exists in favor of each taxing unit, including the
District,having power to tax the property. The District's tax lien is on a parity with tax liens of other such taxing
units(see"ESTIMATED OVERLAPPING DEBT STATEMENT"). 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. Further,personal property under certain circumstances is
subject to seizure and sale for the payment of delinquent taxes,penalties,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, or by taxpayer redemption rights(a taxpayer
may redeem property that is a residence homestead or was designated for agricultural use within two (2) years of
foreclosure and all other property within six(6)months of foreclosure)or by bankruptcy proceedings which restrict
the collection of taxpayer debt. The District's ability to foreclose its tax lien or collect penalties and interest may be
limited on property owned by a financial institution which is under receivership by the Federal Deposit Insurance
Corporation pursuant to the Federal Deposit Insurance Act 12 U.S.C. 1825, as amended. Generally, the District's
tax lien and a federal tax lien are on par with the ultimate priority being determined by applicable federal law. See
"INVESTMENT CONSIDERATIONS -Tax Collection Limitations"and "INVESTMENT CONSIDERATIONS -
The Effect of the Financial Institutions Act of 1989 on Tax Collections of the District."
32
MANAGEMENT
The District is governed by a board, consisting of five (5) directors, which has control over and management
supervision of all affairs of the District. Directors'terms are four(4)years with elections held within the District on the
first Saturday in May in each even numbered year. All of the directors reside or own property in the District.
Term
Name Position Expires May
Steven M.Gilmore President 2004
Tom C.Knickerbocker Vice President 2004
Robert L.Earthman Secretary 2002
Barry Smotherman Assistant Secretary 2002
Richard N.Tyler Director 2004
Tax Assessor/Collector
Land and improvements in the District are being appraised for taxation by the Brazoria County Appraisal District.
The District has contracted with Wallace P. Hutchison to serve the District as Tax Assessor/Collector. He serves
approximately 49 other special districts as Tax Assessor/Collector.
System Operator
The District contracts with Eco Resources,Inc.("Eco")to operate and maintain the District's System. Eco serves in
this capacity for approximately 94 similar districts.
Bookkeeper
Municipal Accounts, Inc., acts as bookkeeper for the District by contract. The company currently serves as
bookkeeper for approximately 90 other special districts.
Engineer
The District has contracted for engineering services with Jones&Carter,Inc.(the"District's Engineer"or"Jones&
Carter"). Jones&Carter currently serves as engineer for approximately 62 other special districts.
Bond Counsel and General Counsel
Schwartz, Page & Harding, L.L.P. ("Bond Counsel") serves as Bond Counsel to the District. The fee to be p 'd
Bond Counsel for services rendered in connection with the issuance of the Bonds is contingent upon the sale and
delivery of the Bonds. In addition, Schwartz, Page &Harding, L.L.P. serves as general counsel to the District on
matters other than the issuance of bonds.
Financial Advisor
The District has engaged Legg Mason Wood Walker, Inc. as financial advisor to the District. The fees of the
financial advisor are contingent upon the sale and delivery of the Bonds.
Auditor
The District employed Baird, Kurtz & Dobson (formerly White Petrov McHone), a Professional Corporation,
Certified Public Accountants (the "District's Auditor")to audit the District's financial statement for the fiscal year
ended July 31,2000,which is included as Appendix A to this Official Statement.
33
LEGAL MATTERS
Legal Opinions
The District will furnish to the Initial Purchaser a transcript of certain certified proceedings incident to the issuance
and authorization of the Bonds, including a certified copy of the approving opinion of the Attorney General of
Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas, to the effect
that the Attorney General has examined a transcript of proceedings authorizing the issuance of the Bonds, and that
based upon such examination,the Bonds are valid and binding obligations of the District 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. The District will also furnish the approving legal opinion of Schwartz,Page&Harding,L.L.P., Houston,
Texas, Bond Counsel, to the effect that, based upon an examination of such transcript, the Bonds are valid and
binding obligations of the District under the Constitution and laws of the State of Texas, except to the extent that
enforcement of the rights and remedies of the Registered Owners of the Bonds may be limited by laws relating to
bankruptcy,reorganization, or other similar laws of general application affecting the rights of creditors of political
subdivisions such as the District and to the effect that interest on the Bonds is excludable from gross income for
federal income tax purposes under the statutes, regulations, published rulings and court decisions existing on the
date of such opinion, assuming compliance by the District with certain covenants relating to the use and investment
of the proceeds of the Bonds. See"Tax Exemption"below. The legal opinion of Bond Counsel will further state
that the Bonds are payable,both as to principal and interest,from the levy of ad valorem taxes,without limitation as
to rate or amount, against taxable property within the District. The opinion of Bond Counsel is expected to be
reproduced on the back panel of the Bonds over a certification of the Secretary of the Board of Directors of the
District attesting that such legal opinion was dated as of the date of delivery of and payment for the Bonds and is a
true and correct copy of the original opinion. Errors or omissions in the printing of such legal opinion on the Bonds
shall not affect the validity of the Bonds nor constitute cause for the failure or refusal by the Initial Purchaser to
accept delivery of and pay for the Bonds.
In addition to serving as Bond Counsel, Schwartz,Page&Harding,L.L.P.,also serves as counsel to the District on
matters not related to the issuance of bonds. The legal fees to be paid to Bond Counsel for services rendered in
connection with the issuance of the Bonds are based upon a percentage of bonds actually issued,sold and delivered,
and therefore such fees are contingent upon the sale and delivery of the Bonds. Certain legal matters will be passed
upon for the District by Coats,Rose,Yale,Ryman&Lee,P.C., Houston,Texas as Disclosure Counsel.
Legal Review
In its capacity as Bond Counsel, Schwartz,Page&Harding,L.L.P.,has reviewed the information appearing in this
Official Statement under the captioned sections"THE BONDS,""THE DISTRICT-General,""MANAGEMENT-
Bond Counsel and General Counsel," "TAX PROCEDURES," and "LEGAL MATTERS" solely to determine
whether such information fairly summarizes the law and documents referred to therein. Such firm has not
independently verified factual information contained in this Official Statement, nor has such firm conducted an
investigation of the affairs of the District for the purpose of passing upon the accuracy or completeness of this
Official Statement. No person is entitled to rely upon such firm'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 of the
other information contained herein.
Tax Exemption
The delivery of the Bonds is subject to the opinion of Bond Counsel to the effect that interest on the Bonds is
excludable from gross income for federal income tax purposes under the statutes, regulations,published rulings and
court decisions existing on the date of such opinion.
Bond Counsel's opinion will state that the Bonds are not"specified private activity bonds"under Section 57(a)(5) of
the Internal Revenue Code of 1986,as amended(the"Code"). Therefore,except as described below in the discussion
regarding the book-income item for corporations,interest on the Bonds will not be subject to the alternative minimum
tax on individuals and corporations.
34
Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax consequences
resulting from the ownership of,receipt of interest on or disposition of the Bonds. The law upon which Bond Counsel
has based its opinion is subject to change by the Congress, administrative interpretation by the Department of the
Treasury and to subsequent judicial interpretation. 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 ownership of the Bonds.
•
The Code imposes a number of requirements that must be satisfied in order for interest on state or local obligations,
such as the Bonds,to be excludable from gross income for federal income tax purposes. These requirements include
limitations on the use of bond proceeds and the source of repayment of bonds, limitations on the investment of bond
proceeds prior to expenditure, a requirement that excess arbitrage earned on the investment of bond proceeds be paid
periodically to the United States and a requirement that the District file an information report with the Internal Revenue
Service. The District has covenanted in the Bond Order that it will comply with these requirements.
Bond Counsel's opinion will assume continuing compliance with the covenants of the Bond Order pertaining to those
sections of the Code which affect the exclusion from gross income of interest on the Bonds for federal income tax
purposes and, in addition, will rely on representations by the District with respect to matters solely within the
knowledge of the District, which Bond Counsel has not independently verified. If the District should fail to comply
with the covenants in the Bond Order,:or if the foregoing representations should be determined to be inaccurate or
incomplete,interest on the Bonds could become taxable from the date of delivery of the Bonds,regardless of the date
on which the event causing such taxability occurs.
Section 55 of the Code also imposes a 20%alternative minimum tax on the "alternative minimum taxable income"of a
corporation(other than an"S"corporation,a regulated investment company,a REIT,REMIC or FASIT),if the amount
of such alternative minimum tax is greater than the amount of the corporation's regular income tax.Because interest bn
tax-exempt obligations, such as the Bonds,is included in a corporation's"adjusted current earnings,"ownership of the
Bonds could subject a corporation to alternative minimum tax consequences.
Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations may result in
collateral federal income tax consequences to financial institutions, life insurance and property and casualty insurance
companies,certain"S"Corporations with Subchapter C earnings and profits,individual recipients of Social Secur4 or
Railroad Retirement benefits,taxpayers who may be deemed to have incurred or continued indebtedness to purchase or
carry tax-exempt obligations and individuals otherwise,qualifying for the earned income credit. In addition, certain
foreign corporations doing business in the United States may be subject to a "branch profits tax" on their effectively
connected earnings and profits, including tax-exempt interest, such as interest on the Bonds. These,categories! of
prospective purchasers should consult their tax advisors as to the applicability of these consequences.
INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIFIC PROVISIONS OF THE CODE,
SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE
ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP, AND DISPOSITION OF TAX-EXEMPT
OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE BONDS.
Tax Accounting Treatment of Original Issue Discount.and Premium Bonds
The initial public offering price to be paid for Bonds maturing in the years through , inclusive (the
"Original Issue Discount Bonds"), may be less than the principal amount thereof. In such event, the difference
between (i) the amount payable at the maturity of each Original Issue Discount Bond, and (ii) the initial offering
price to the public of such Original Issue Discount Bond constitutes original issue discount with respect to such
Original Issue Discount Bond in the hands of any owner who has purchased such Original Issue Discount Bond in
the initial public offering of the Bonds. Under existing law, such initial owner is entitled to exclude from gross
income (as defined in Section 61 of the Code) an,amount of income with respect to such Original Issue Discount
Bond equal to that portion of the amount of such original issue discount allocable to.the period that such Original
Issue Discount Bond continues to be owned by such owner. See"Tax Exemption"herein for a discussion of certain
collateral federal tax consequences.
35
In the event of the redemption,sale or other taxable disposition of such Original Issue Discount Bond prior to stated
maturity,however,the amount realized by such owner in excess of the basis of such Original Issue Discount Bond
in the hands of such owner(adjusted upward by the portion of the original issue discount allocable to the period for
which such Original Issue Discount Bond was held by such initial owner)is includable in gross income.
Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated
maturity thereof(in amounts calculated as described below for each six-month period ending on the date before the
semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the
accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of
determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition
thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and
amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity(determined on
the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual
period)less(b)the amounts payable as current interest during such accrual period on such Bond.
The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original
Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined
according to rules which differ from those described above. All owners of Original Issue Discount Bonds should
consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of
interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect
to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other
disposition of such Original Issue Discount Bonds.
The initial public offering price to be paid for Bonds maturing in the years through (the "Premium
Bonds") may be 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 Bonds. The basis for federal income tax purposes of a Premium Bond in
the hands of such initial 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. 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 state and
local tax consequences of owning Premium Bonds.
Qualified Tax-Exempt Obligations
Section 265 of the Code provides,in general,that interest expense incurred to acquire or carry tax-exempt obligations is
not deductible from the gross income of the holder. For certain holders that are "financial institutions" within the
meaning of such section, complete disallowance of such expense would apply to taxable years beginning after
December 31, 1986,with respect to tax-exempt obligations acquired after August 7, 1986. Section 265(b)of the Code
provides an exception to this rule for interest expense incurred by financial institutions to carry tax-exempt obligations
(other than private activity bonds)which are designated by an issuer as"qualified tax-exempt obligations." An issuer
may only designate an issue as an issue of"qualified tax-exempt obligations"where less than$10 million of tax-exempt
obligations are issued by the issuer during the calendar year in which the issue so designated is issued.
The District will designate the Bonds as"qualified tax-exempt obligations." Furthermore,the District has represented
that it has or will take such action as is necessary for the Bonds to constitute "qualified tax-exempt obligations."
Notwithstanding the designation of the Bonds as"qualified tax-exempt obligations,"financial institutions acquiring the
Bonds will be subject to a 20%disallowance of interest expense allocable to the Bonds.
36
NO-LITIGATION CERTIFICATE
The District will furnish the Initial Purchaser a certificate executed by both the President or Vice President and
Secretary or Assistant Secretary of the Board,dated as of the date of delivery of the Bonds,to the effect that there is
not pending,and,to their knowledge,there is not threatened,any litigation affecting the validity of the Bonds,or the
levy and/or collection of taxes for the payment thereof, or the organization or boundaries of the District or the tit1ie
of the officers thereof to their respective offices, and that no additional bonds or other indebtedness have been
issued since the date of the statement of indebtedness or non-encumbrance certificate submitted to the Attomey
General of Texas in connection with approval 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 I r
amended through the date of delivery.
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 amouat
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 ON 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 bond of
comparable maturity and quality issued by more traditional municipal entities, as bonds of such entities are m re
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 other
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.
37
MUNICIPAL BOND RATING AND INSURANCE
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. Standard
&Poor's Rating Services ("S&P") has assigned a rating of"_" to the Bonds as a result of a guaranty insurance
policy insuring the timely payment of the principal of and interest on the Bonds to be issued by
simultaneously with the delivery of the Bonds. Additionally, the District has applied to S&P for an underlying
rating and S&P has assigned an underlying rating of""to the District and the outstanding unenhanced debt of
the District.
INITIAL PURCHASER
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.
FINANCIAL ADVISOR
The Official Statement was compiled and edited under the supervision of Legg Mason Wood Walker, Inc. (the
"Financial Advisor"), which firm was employed in 1997 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.
CONTINUING DISCLOSURE OF INFORMATION
In the Bond Order, the District has made the following agreement for the benefit of the holders and beneficial
owners of the Bonds. The District is required to observe the agreement for so long as it remains obligated to
advance funds to pay the Bonds. Under the agreement, the District will be obligated to provide certain updated
financial information and operating data annually, and timely notice of specified material events, to certain
information vendors. This information will be available to securities brokers and others who subscribe to receive
the information from the vendors.
Annual Reports
The District will provide certain updated financial information and operating data to certain information vendors
annually. The information to be updated includes all quantitative financial information and operating data with
respect to the District of the general type included in this Official Statement under the headings "WATER AND
SEWER OPERATIONS — Waterworks and Sanitary Sewer Operating Statement," "SELECTED FINANCIAL
INFORMATION," "TAX DATA," and in Appendix "A." The District will update and provide this information
within six months after the end of each fiscal year. The District will provide the updated information to each
nationally recognized municipal securities information repository ("NRMSIR") and to the Municipal Advisory
Council of Texas, the state information depository ("SID") designated by the State of Texas and approved by the
staff of the SEC.
The District may provide updated information in full text or may incorporate by reference certain other publicly
available documents, as permitted by SEC Rule 15c2-12. The updated information will include the full audited
financial statements of the District, if the District's audit is completed by the required time. If audited fmancial
statements are not available by the required time, the District will provide unaudited financial statements within
the required time, and 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
regulation.
38
The District's current fiscal year end is July 31. Accordingly,it must provide updated information by January 31 in
each year,unless the District changes its fiscal year. If the District changes its fiscal year, it will notify any SID of
the change.
The Municipal Advisory Council of Texas (the"MAC")has been designated by the State of Texas as a SD. 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.
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 fmancial difficulties; (4) unscheduled draws on credit
enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure io
perform;(6)adverse tax opinions or events affecting the tax-exempt status of the Bonds;(7)modifications to rights
of holders of the Bonds; (8) Bond calls; (9) defeasances; (10) release, substitution, or sale of property securing
repayment of the Bonds; and(11)rating changes. Neither the Bonds nor the Bond Order makes any provision for
debt service reserves or liquidity enhancement.In addition,the District will provide timely notice of any failure by
the District to provide information, data, or fmancial statements in accordance with its agreement described above
under"Annual Reports." The District will provide each notice described in this paragraph to any SID and to either
each nationally recognized municipal securities information repository ("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 SD).The information l'
be available to holders of Bonds only if the holders comply with the procedures and pay the charges established by
such information vendors or obtain the information through securities brokers who do so.
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 presentations 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 disclos�rre
agreement or from any statement made pursuant to its agreement, although holders or beneficial owners of Bonds
may seek a writ of mandamus to compel the District to comply with its agreement.
The District may amend its continuing disclosure agreement 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, if, but only if, (1) the agreement, as amended, would have permitted an underwrites to
purchase. or sell Bonds in the offering made hereby in compliance with the Rule, taking into account any
amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances,
and(2) either(a) the holders of a majority in aggregate principal amount of the outstanding Bonds consent to the
amendment or(b)any person unaffiliated with the District(such as nationally recognized bond counsel)determines
that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds.I the
District so amends the agreement, it has agreed to include with any financial information or operating data next
provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative
form, of the reasons for the amendment and of the impact of any change in the type of financial information and
operating data so provided.
39
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.
OFFICIAL STATEMENT
Preparation
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" - Records of the District ("Records"), New Southwyck, L.P., and various area
commercial and retail establishments; "THE DEVELOPERS" -New Southwyck,L.P., Centennial Homes,
Inc. and Argovitz Interests, Inc., "THE SYSTEM" - District's Engineer; 'WATER AND SEWER
OPERATIONS" - Records; "UNLIMITED TAX BONDS AUTHORIZED BUT UNISSUED" - Records;
"MANAGEMENT" - Records; "SELECTED FINANCIAL INFORMATION," and "TAX DATA" -
Brazoria County Appraisal District, Wallace P. Hutchison, and Audits; "ESTIMATED OVERLAPPING
DEBT STATEMENT' - Municipal Advisory Council of Texas; "THE BONDS," "THE DISTRICT -
Authority,""TAX PROCEDURES,"and"LEGAL MA1ThRS"-Schwartz,Page&Harding,L.L.P.
Consultants
In approving this Official Statement,the District has relied upon the following consultants:
The Engineer. The information contained in this Official Statement relating to engineering and to the
description of the System has been provided by Jones&Carter,Inc.and has been included in reliance upon
the authority of said firm as experts in the field of civil engineering.
Tax Assessor/Collector. The information contained in this Official Statement relating to the estimated
assessed valuation of property and, in particular, such information contained in the sections captioned
"SELECTED FINANCIAL INFORMATION" and "TAX DATA," has been provided by the Brazoria
County Appraisal District and Wallace P.Hutchison in reliance upon their authority as experts in the field
of tax assessing and tax collecting,respectively.
Auditor. The District's financial statements are audited by Baird,Kultz&Dobson(formerly White Petrov
McHone), Certified Public Accountants, and excerpts of the District's Audited Financial Statements as of
July 31, 2000 have been included herein as Appendix A in reliance upon their authority as consultants in
the field of accounting.
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, descriptions 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.
40
Updating of Official Statement
If, subsequent to the date of the official Statement,the District learns, through the ordinary course of business and
without undertaking any investigation or examination for such purposes, or is notified by the Initial purchaser, of
any adverse event which causes the Official Statement to be materially misleading, and unless the Initial Purchaser
elects to terminate its obligation to purchase the Bonds, the District will promptly prepare and supply to the Initial
Purchaser an appropriate amendment or supplement to the Official Statement satisfactory to the Initial Purchaser;
provided, however, that the obligation of the District to so amend or supplement the Official Statement will
terminate when the District delivers the Bonds to the Initial Purchaser, unless the Initial Purchaser notifies the
District in writing on or before such date that less than all of the Bonds have been sold to ultimate customers, in
which case the District's obligations hereunder will extend for an additional period of time (but not more than 90
days after the date the District delivers the Bonds)until all of the Bonds have been sold to ultimate customers.
Official Statement"Deemed Final"
For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document, as the
same may be supplemented or corrected by the District from time to time,may be treated as an Official Statement
with respect to the Bonds described herein "deemed final" by the District as of the date hereof(or of any such
supplement or correction)except for the omission of certain information referred to in the succeeding paragraph.
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 15c2-12.
MISCELLANEOUS
The foregoing summaries do not purport to be complete and are subject to the exact provisions of the complete
documents. Reference is made to the Bond Order,for the detailed terms and conditions of such document. Copies Of
such documents may be obtained from the District upon payment of duplication costs prior to initial delivery of the
Bonds and will be available for inspection at the office of the Financial Advisor thereafter.
/s/
Steven M.Gilmore,President
Brazoria County Municipal Utility
District No.6,of Brazoria County,Texas
/s/
Robert L.Earthman,Secretary
Brazoria County Municipal Utility
District No.6,of Brazoria County,Texas
41
LOCATION MAP
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B.C.M.U.D.
No. 6
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APPENDIX A
Audited Financial Statements of the District for
the Fiscal Year Ended July 31,2000
The information contained in this appendix has been excerpted from the annual financial report of Brazoria County
Municipal Utility District No. 6, of Brazoria County, Texas, for the fiscal year ending July 31, 2000. Certain
information not considered to be relevant to this financing has been omitted; however, complete financial reports are
available upon request.
BRAZORIA COUNTY MUNICIPAL UTILITY
DISTRICT NO. 6
BRAZORIA COUNTY,TEXAS
ANNUAL FINANCIAL REPORT
JULY 31,2000
[THIS PAGE INTENTIONALLY LEFT BLANK]
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INDEPENDENT AUDITORS'REPORT
November 7,2000
Board of Directors
Brazoria County Municipal
Utility District No. 6
Brazoria County,Texas
We have audited the accompanying general purpose financial statements of BRAZORIA COUNTY
MUNICIPAL UTILITY DISTRICT NO. 6 as of and for the year ended July 31, 2000, as listed in the
table of contents. These general purpose financial statements are the responsibility of the Board ''of
Directors. Our responsibility is to express an opinion on these general purpose financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the general
purpose financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the general purpose financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by the
Board of Directors, as well as evaluating the overall general purpose financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the general purpose financial statements referred to above present fairly, in all material
respects, the financial position of BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 6
as of July 31, 2000, and the results of its operations for the year then ended, in conformity with
generally accepted accounting principles.
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BRAZORIA COUNTY MUNICIPAL UTILITY
DISTRICT NO. 6
COMBINED BALANCE SHEET,ALL FUND
TYPES AND ACCOUNT GROUPS
JULY 31, 2000
Governmental
ASSETS General
Cash $ 359,742
Certificates of deposit
Receivables:
Property taxes 145
Service accounts 51,223
Accrued interest
Interfund receivable 155,051
General fixed assets
Prepaid expenditures 10,800
Amount available in debt service fund
Amount to be provided for retirement of general long-term debt
TOTAL ASSETS $, 576,961
The accompanying notes are an integral part of the financial statements. •
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Fund Types Account Groups Reporting
General General Entity Totals
Debt Capital Fixed Long-Term (Memorandum
Service Projects Assets Debt Only)
$ 337,034 $ 1,715,733 $ $ $ 2,412,509
739,148 704,024 1,443,172
1,309 1,454
51,223
10,130 3,486 13,616
2,480 10,000 167,531
6,895,932 6,895,932
10,800
1,088,792 1,088,792
8,771,208 8,771,208
$ 1,090,101 $ 2,433,243 $ 6,895,932 $ 9,860,000 $ 20,856,237
•
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BRAZORIA COUNTY MUNICIPAL UTILITY
DISTRICT NO. 6
COMBINED BALANCE SHEET,ALL FUND
TYPES AND ACCOUNT GROUPS (Continued)
JULY 31, 2000
Governmental
LIABILITIES AND FUND EQUITY General
LIABILITIES
Accounts payable $ 63,363
Customer deposits 26,104
Developer advances 95,104
Interfund payable 12,480
Deferred property tax revenue 145
Deferred tap revenue 21,840
Bonds payable
Bond anticipation notes payable
TOTAL LIABILITIES 219.036
FUND EQUITY
Investment in general fixed assets
Fund balances:
Reserved for:
Remaining calendar year debt service
Future calendar years debt service
Contractual commitments
Unreserved:
Designated for future capital projects
Undesignated 357,925
TOTAL FUND EQUITY 357.925
TOTAL LIABILITIES AND FUND EQUITY $ 576.961
•
The accompanying notes are an integral part of the financial statements.
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Fund Types Account Groups Reporting
General General Entity Totals
Debt Capital Fixed Long-Term (Memorandum
Service Projects Assets Debt Only)
$ 63,363
26,104
95,104
155,051 167,531
1,309 1,454
21,840
8,430,000 8,430,000
1,430,000 1,430,000
1,309 155,051 0 9,860,000 10.235.396
6,895,932 6,895,932
227,015 227,015
861,777 861,777
472,269 472,269
1,759,259 1,759,259
46,664 404,589
1,088,792 2,278,192 6,895,932 0 10,620,841
$ 1,090,101 $ 2,433,243 $ 6,895,932 $ 9,860,000 $ 20,856,237
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BRAZORIA COUNTY MUNICIPAL UTILITY
DISTRICT NO. 6
COMBINED STATEMENT OF REVENUES,EXPENDITURES,AND
CHANGES IN FUND BALANCES,ALL GOVERNMENTAL FUND TYPES
FOR THE YEAR ENDED DULY 31, 2000
Reporting
Entity Totals
Debt Capital (Memorandur
General Service Projects Only)
REVENUES
Property taxes $ 38,527 $ 346,746 $ $ 385,273
Water service 196,965 196,965
Sewer service 161,078 161,078
Penalty and interest 6,005 3,580 9,585
Tap connection and inspection fees 207,825 207,825
Interest on deposits 11,983 27,096 44,364 83,443
Accrued interest received on
bonds at date of sale 36,302 36,302
TOTAL REVENUES 622,383 413,724 44,364 1,080,471
EXPENDITURES
Current:
Purchased services 84,184 84,184
Professional fees 90,781 90,781
Contracted services 66,637 7,677 74,314
Utilities 19,732 19,732
Repairs and maintenance 141,715 141,715
Other expenditures 29,036 11,404 99 40,539
Capital outlay 92,785 4,489,510 4,582,295
Debt service, interest and fees 69,040 68,005 137.045
TOTAL EXPENDITURES 524,870 88,121 4,557,614 5,170,605
EXCESS REVENUES
(EXPENDITURES) 97,513 325,603 (4,513,250) (4,090,134)
•
The accompanying notes are an integral part of the financial statements.
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BRAZORIA COUNTY MUNICIPAL UTILITY
DISTRICT NO. 6
COMBINED STATEMENT OF REVENUES, EXPENDITURES,AND
CHANGES IN FUND BALANCES,ALL GOVERNMENTAL FUND TYPES (Continued)
FOR THE YEAR ENDED JULY 31,2000
Reporting
Entity Totals
Debt Capital (Memorandum
General Service Projects Only)
OTHER FINANCING SOURCES(USES)
Interfund transfers $ 75,600 $ $( 75,600) $
Repayment of developer advances ( 62,400) ( 62,400)
Retire bond anticipation notes (2,100,000) (2,100,000)
Proceeds from sale of bond anticipation notes 1,430,000 ,1,430,000
Proceeds from sale of bonds 763,189 7,413,111 8,176,300
TOTAL OTHER FINANCING
SOURCES 75,600 763,189 6,605,111 7,443,900
EXCESS SOURCES 173,113 1,088,792 2,091,861 3,353,766
FUND BALANCES,BEGINNING OF YEAR 184,812 0 186,331 371,143
FUND BALANCES,END OF YEAR $ 357.925 $ 1,088,792 $ 2,278,192 $ 3,724,909
The accompanying notes are an integral part of the financial statements.
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BRAZORIA COUNTY MUNICIPAL UTILITY
DISTRICT NO. 6
COMBINED STATEMENT OF REVENUES,EXPENDITURES,AND CHANGES
IN FUND BALANCE,BUDGET AND ACTUAL, GENERAL FUND
FOR THE YEAR ENDED JULY 31,2000
Variance-
Favorable
Budget Actual (Unfavorable)
REVENUES
Property taxes $ 86,000 $ 38,527 $( 47,473)
Water service 111,266 196,965 85,699
Sewer service 80,108 161,078 80,970
Penalty and interest 1,800 6,005 4,205
Tap connection and inspection fees 152,625 207,825 55,200
Interest on deposits 5.280 11.983 6.703
TOTAL REVENUES 437.079 622.383 185.304
EXPENDITURES
Current:
Purchased services 84,184 ( 84,184)
Professional fees 60,700 90,781 .( 30,081)
Contracted services 49,925 66,637 ( 16,712)
Utilities 16,000 19,732 ( 3,732)
Repairs and maintenance 60,600 141,715 ( 81,115)
Other expenditures 25,885 29,036 ( 3,151)
Capital outlay 66.000 92.785 ( 26,785)
TOTAL EXPENDITURES 279.110 524.870 ( 245,760)
EXCESS REVENUES $ 157,969 97,513 $( 60,456)
OTHER FINANCING SOURCES
Interfund transfers 75.600
EXCESS SOURCES 173,113
FUND BALANCE,BEGINNING OF YEAR 184,812
FUND BALANCE,END OF YEAR $ 357,925
The accompanying notes are an integral part of the financial statements.
-8-
BRAZORIA COUNTY MUNICIPAL UTILITY
DISTRICT NO. 6
NOTES TO FINANCIAL STATEMENTS
JULY 31,2000
NOTE 1: CREATION OF DISTRICT
Brazoria County Municipal Utility District No. 6 (the District), was created by an order of the Texas
Water Rights Commission, now known as the Texas Natural Resource Conservation Commission
(TNRCC), effective April 1, 1987, in accordance with the Texas Water Code, Chapter 54. The Board
of Directors held its first meeting on June 8, 1987, and the first bonds were sold on November 29,
1999. The District operates in accordance with Chapters 49 and 54 of the Texas Water Code and is
subject to the continuing supervision of the TNRCC. The principal functions of the District are to
finance, construct, own, and operate waterworks, wastewater, and drainage facilities and.to provide
such facilities and services to the customers of the District. The District also provides solid waste
disposal services.
INOTE 2: SIGNIFICANT ACCOUNTING POLICIES
The accompanying general purpose financial statements and accounting policies of the District are
prepared in conformity with generally accepted accounting principles for local go'-ernmental units as
prescribed by the Governmental Accounting Standards Board, which is the accepted standard-setting
body for establishing governmental accounting and financial reporting principles. The District's
significant accounting policies are described below.
Reporting Entity
The District has adopted Governmental Accounting Standards Board Statement No. 14, "The Financial
Reporting Entity." In accordance with this statement, a financial reporting entity consists of the
primary government, organizations for which the primary government is financially accountable, and
other organizations for which the primary government is not accountable,but for which the nature and
significance of their relationship with the primary government are such that exclusion would cause the
reporting entity's financial statements to be misleading or incomplete.
The District is governed by a Board of Directors consisting of five individuals who are residents or
owners of property within the District and are elected by voters within the District. As required by
generally accepted accounting principles, these financial statements present the activities of the
District, which is considered to be the primary government as well as the reporting entity. There are
no other organizations which meet the criteria for inclusion herein as part of the financial reporting
entity, except as described on the following page.
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NOTES TO FINANCIAL STATEMENTS (Continued)
The District is a participant in regional water treatment facilities which were formed to maintain and
operate water facilities on behalf of all participants, as further described in Note 8. The facilities are
governed by the Board of Directors of Brazoria County Municipal Utility District No. 2 who have
responsibility for day-to-day operations. The District retains an ongoing financial interest and
responsibility. The District's net investment in and operating transactions with the Plant are reported in
the general fund. Additional financial information for the facilities may be obtained from Paul A.
Philbin&Assoc.,P.C., 6363 Woodway, Suite 725,Houston,Texas 77057-1792.
Basis of Presentation
The accounts of the District are organized on the basis of funds and account groups, each of which is
considered to be a separate accounting entity. The operations and financial position of each fund are
accounted for by providing a separate set of self-balancing accounts which are comprised of assets,
liabilities,_fund equity, revenues, and expenditures. Account groups are used to establish accounting
control and accountability for the District's general fixed assets and general long-term liabilities. The
transactions of the District are accounted for in the following fund types and account groups:
Governmental Fund Types
General fund--To account for all revenues and expenditures not required to be accounted for in
other funds. The primary sources of revenue are customer fees and property taxes.
Debt service fund--To account for the accumulation of financial resources for, and the payment of,
general long-term debt principal, interest, and other costs. The primary source of revenue is
property taxes.
Capital projects fund--To account for financial resources designated to construct or acquire capital
facilities and improvements. Such resources are derived principally from proceeds of the sale
of bonds.
Account Groups
General fixed assets--To account for the facilities of the District.
General long-term debt--To account for the outstanding principal balance of general long-term debt
obligations.
Memorandum Totals
The memorandum totals represent the aggregate amount of all fund types and account groups included
in the statements. No eliminations have been made, and these totals do not represent consolidated
financial information.
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NOTES TO FINANCIAL STATEMENTS (Continued)
Basis of Accounting
The accompanying financial statements have been prepared in conformity with generally accepted
accounting principles included in the Codification of Governmental Accounting and Financial
Reporting Standards and other statements issued by the Governmental Accounting Standards Board.
All governmental fund types are accounted for using the modified accrual basis of accounting: Under
this basis of accounting, revenues are recognized when they become measurable and available to
finance expenditures of the current period. In addition, expenditures are recognized when the liability
is incurred, with the exception of unmatured principal and interest on general long-term debt, which is
recognized when due. Specific policies include the following:
A. Property taxes are recorded when levied with the uncollected balance recorded as deferred
revenue.
An appraisal district annually prepares appraisal records listing all property within the District
and the appraised value of each parcel or item as of January 1. Additionally, on January 1, a
tax lien attaches to property to secure the payment of all taxes,penalty, and interest ultimately
imposed for the year on the property. By the later of September 30 of each year, or the 60th
day after the District receives its certified appraisal roll, the rate of taxation is set by the Board
of Directors of the District based upon the aggregate appraisal value. Taxes are due on receipt
of the tax bill and become delinquent after January 31 of the following year.
B. Property tax revenue is recorded when received. Collections within sixty days subsequent to
year-end, if any, are not material in amount and have not been recorded.
Measurement Focus
Governmental fund types are accounted for on a spending or financial flow measurement focus.
Accordingly, only current assets and current liabilities are included on the balance sheet,; and the
reported fund balances provide an indication of available spendable or appropriable resources.
Operating statements of governmental fund types report increases and decreases in available spendable
resources. Fund balances are included on the balance sheet as follows:
Reserved:
To indicate fund equity which is legally segregated for a specific future use.
Unreserved:
Designated—To indicate fund equity for which the District has made tentative plans.
Undesignated—To indicate fund equity which is available for use in future periods.
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NOTES TO FINANCIAL STATEMENTS (Continued)
General Fixed Assets
General fixed assets are stated at the full cost of assets owned by the District, and any contribution by
others is recorded in fund equity in the general fixed assets account group. The cost of the general
fixed assets includes all costs associated with the creation of the District, the sale of bonds, and the
construction of facilities including infrastructure (immovable) assets which are of value only to the
District. Interest during the construction period, net of-applicable interest earnings, is capitalized.
Repairs are not capitalized, and replacements of general fixed assets are capitalized only to the extent
that they materially exceed the cost of the original assets. Depreciation is not recorded on general
fixed assets.
Investments
The District classifies all investments which have a remaining maturity of one year or less at the date
of purchase as "money market investments" in accordance with Governmental Accounting Standards
Board Statement No. 31, "Accounting and Reporting For Certain Investments and External Investment
Pools" (Statement No. 31). Statement No. 31 defines "money market investments" as short-term,
highly liquid debt instruments including commercial paper, banker's acceptances, and U.S. Treasury
and agency obligations. The District values its "money market investments" at cost. The District's
certificates of deposit are recorded at cost in accordance with Statement No. 31.
Interfund Transactions
Transfers from one fund to another fund are reported as interfund receivables and payables if there is
intent to repay the amount and if there is the ability to repay the advance on a timely basis. Operating
transfers represent legally authorized transfers from the fund receiving resources to the fund through
which the resources are to be expended.
Budget
The Board of Directors adopts an annual nonappropriated budget for the general fund. The budget is
prepared on a basis consistent with generally accepted accounting principles and may be amended
during the fiscal year. The budget was amended during the current fiscal year.
Pension Costs
The District does not participate in a pension plan and,therefore,has no pension costs.
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NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE.3: BONDS PAYABLE
Series 1999 Series 2000
Amounts outstanding,July 31,2000 $4,690,000 $3,740,000
Interest rates 5.00%to 7.00% 5.45%to 5.90%
Maturity dates, serially September 1, September 1,
beginning/ending 2001/2019 2001/2020
Interest payment dates September 1/March 1 September 1/March 1
Callable dates* September 1,2009 September 1,2010
*Or any interest payment date thereafter; callable at par plus accrued interest to the date of redemption.
Proceeds from sale of bonds $ 8,176,300
Discount on bonds sold 253.700
Bonded debt payable, end of year $ 8,430,000
Bonds voted $ 38,500,000
Bonds sold 8,430,000
Refunding bonds voted 38,500,000
As of July 31, 2000,the debt service requirements on the bonds outstanding are as follows:
Year Principal Interest - Total
2001 $ $ 471,818 $ 471,818
2002. 230,000 482,180 712,180
2003 245,000 466,836 711,836
2004 260,000 450,505 710,505
2005 280,000 433,043 713,043
Thereafter 7.415.000 3.647.081 11.062.081
$ 8,430,000 $ 5,951,463 $ 14,381,463
The bonds are payable from the proceeds of an ad valorem tax levied upon all property within the
District subject to taxation without limitation as to rate or amount.
NOTE 4: SIGNIFICANT BOND ORDER AND LEGAL REQUIREMENTS
A. The Bond Orders require that the District levy and collect an ad valorem debt service tax
sufficient to pay interest and principal on bonds when due. During the year ended July 31, 2000,
the District levied an ad valorem debt service tax at the rate of $0.90 per $100 of assessed
valuation, which resulted in a tax levy of$348,055 on the taxable valuation of$38,672,770 for the
1999 tax year. The interest and principal requirements to be paid from the tax revenues-are
$296,055 of which$69,040 has been paid and $227,015 is due September 1, 2000.
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NOTES TO FINANCIAL STATEMENTS (Continued)
B. In accordance with Bond Orders, a portion of the bond proceeds was deposited into the debt
service fund and reserved for the payment of bond interest during the construction period. This
bond interest reserve is reduced as the interest is paid. Transactions for the current year are
summarized as follows:
Additions:
Two years' interest during construction
period, Series 1999 $ 541,095
One year's interest during construction
period, Series 2000 222,094
Accrued interest received on bonds at
date of sale, Series 1999 21,479
Accrued interest received on bonds at
date of sale, Series 2000 14.823 $ 799,491
Deductions--Appropriation for bond interest
paid, Series 1999 69.040
Bond interest reserve, end of year $ 730.451
C. State statutes authorize the District to invest in certificates of deposit of financial institutions
domiciled in Texas. State statutes also require that the District obtain a valid pledge of securities
for any deposits in financial institutions in excess of federal insurance. At July 31, 2000, the
carrying amount of the District's time and demand deposits with financial institutions was
$3,855,681, and the bank balances were $3,888,480. Of the bank balances, $1,025,781 was
covered by federal depository insurance, and the remainder of$2,862,699 was secured by pledged
securities held by the District's agent in the District's name. The market value of pledged
collateral was provided by the pledging entity.
D. The TNRCC required the District to escrow $59,878 from the proceeds of its Series 1999 bonds
and $531,283 from the proceeds of its Series 2000 bonds. At the balance sheet date, the moneys
were were invested in two money market accounts.
E. During the year, the District transferred $75,600 from the capital projects fund to the general fund
in accordance with the rules of the TNRCC.
NOTE 5: CHANGES IN INVESTMENT IN GENERAL FIXED ASSETS
The changes in general fixed assets for the current year are as follows:
Balances, Balances,
Beginning End
of Year Additions of Year
Water, sewer, and drainage facilities $ 2,498.931 $ 4,397,001 $ 6.895,932
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NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 6: MAINTENANCE TAXES
At an election held May 3, 1997, voters authorized a maintenance tax not to exceed $1.25 per $100
valuation on all property within the District subject to taxation. During the year ended July 31,2000,
the District levied an ad valorem maintenance tax at the rate of$0.10 per $100 of assessed valuation,
which resulted in a tax levy of$38,672 on the taxable valuation of$38,672,770 for the 1999 tax year.
The maintenance tax is being used by the general fund to pay expenditures of operating the District.
NOTE 7: RISK MANAGEMENT
The District is exposed to various risks of loss related to torts; theft of, damage to and destruction of
assets; errors and omissions; and natural disasters for which the District carries commercial insurance.
The District has not significantly reduced insurance coverage or had settlements which exceeded
coverage amounts for the past three fiscal years.
NOTE 8: CONTRACTS WITH OTHER DISTRICTS
— Joint Water Facility
Effective September 1, 1999, the District entered into a Restated Joint Water Facilities Contract with
Brazoria County Municipal Utility District No. 1 (Brazoria No. 1), Brazoria County Municipal Utility
District No. 2 (Brazoria No. 2), and Brazoria County Municipal Utility District No. 3 (Brazoria No. 3)
to provide for the joint production treatment and storage of potable water. Under the terms of the
agreement, Brazoria No. 2 owns and operate the facilities on behalf of the participants. Cost of the
facilities constructed are shared based on capacity acquired by the participants. Fixed operating costs
are shared based on capacity owned and variable operating costs are shared based on percentage of
gallons billed. The participants'proportionate share of the facilities is as follows:
Percentage of Ownership
Water Water
Plant No. 1 Plant No.2
Brazoria No. 1 71.00 % 18.30 %
Brazoria No. 2 24.00 22.80
Brazoria No. 3 5.00 25.40
The District 33.50
Totals 100.00 % 100.00 %
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NOTES TO FINANCIAL STATEMENTS (Continued)
During the current year, the District paid $18,059 as its share of operating costs. The following
represents condensed audited financial information, audited by another certified public accounting
firm,of the joint venture as of and for the year ended December 31, 1999.
Plant
General Fund
TOTAL ASSETS $ 53,724
TOTAL LIABILITIES,including operating deposits $ 53,724
TOTAL FUND BALANCE 0
TOTAL LIABILITIES AND FUND BALANCE $ 53,724
TOTAL REVENUES $ 243,870
TOTAL EXPENDITURES 243,870
EXCESS REVENUES $ 0
NOTE 9: LEASE AGREEMENT
On December 9, 1997, the District and Gaylord Investment Company (Gaylord) entered into a
24-month lease agreement for a 100,000 gallons-per-day (gpd) wastewater treatment plant. The rental
is$5,200 per month. On November 30, 1999,the lease was amended to expand the facility to 200,000
gpd and the term was extended to 15 months after the completion of the expansion. Monthly rental
after the expansion.is $10,400. During the current year,the District incurred lease costs of$64,800.
NOTE 10: CONTINGENCIES
The developers of the District have constructed facilities on behalf of the District. The District has
agreed to reimburse construction and related costs and interest not to exceed the interest rate of the
District's next bond issue. These amounts are to be reimbursed from bond proceeds to the extent
approved by the TNRCC. The District's share of the total cost of such projects as of July 31, 2000,
approximates$8,000,000. This amount has not been recorded in the financial statements.
NOTE 11: BOND ANTICIPATION NOTES
On July 26, 2000, the District delivered its $1,430,000 Bond Anticipation Notes, Series 2000.
Principal and interest shall be payable at the time of maturity (June 1, 2001). The Notes bear interest
at the rate of 6.5 percent per annum. It is the District's expectation that the Notes Will be IedeeTJll♦d
upon funding of the District's Series 2001 Bonds.
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NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 11: INTERFUND RECEIVABLES AND PAYABLES
The following is a summary of amounts due from and due to other funds:
Due From Due To
GENERAL FUND
Debt service fund $ $ 2,480
Capital projects fund 155.051 10.000
155.051 12.480
DEBT SERVICE FUND
General fund 2.480 0
CAPITAL PROJECTS FUND
General fund 10.000 155.051
TOTALS $ 167.531 $ 16
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