R-09-05-28-12G2 - 5/28/2009•
RESOLUTION NO. R -09-05-28-12G2
RESOLUTION APPROVING A RESOLUTION BY THE BOARD OF DIRECTORS OF
THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. AUTHORIZING
THE ISSUANCE OF "BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
CITY OF ROUND ROCK, TEXAS CONTRACT REVENUE BONDS, (BRUSHY CREEK
REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT)";
ESTABLISHING THE PROCEDURES FOR SELLING AND DELIVERING THE
BONDS AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE
ISSUANCE, PAYMENT, SECURITY, SALE AND DELIVERY OF SUCH BONDS
CITY OF ROUND ROCK
COUNTIES OF WILLIAMSON AND TRAVIS
STATE OF TEXAS
WHEREAS, the City of Round Rock, Texas (the "City") is a participating and founding
member of the Brushy Creek Regional Utility Authority, Inc, (the "BCRUA"); and
WHEREAS, the City has approved and executed the Master Contract for the financing,
construction and operation of the BCRUA Regional Water Treatment and Distribution Project as
amended by the First Amendment to the Master Contract for the Financing, Construction and
Operation of the BCRUA Regional Water Treatment and Distribution Project (collectively, the
"Master Contract") between the Member Cities and the BCRUA, pursuant to which the BCRUA will
construct, operate and maintain water treatment and distribution facilities for the benefit of the
Member Cities; and
WHEREAS, the City has previously requested the BCRUA issue a separate series of contract
revenue bonds for the City in an amount not to exceed $65,870,000 to finance the City's contribution
to the construction and equipment of the first phase of the BCRUA Project pursuant to the Master
Contract; and
WHEREAS, pursuant to Section 4.01(d) ofthe Master Contract, prior to adoption of a bond
resolution by the BCRUA's Board of Directors for the City, a substantially final copy of the Bond
Resolution for such City and the sale and offering documents, if any, shall be presented to the City
Council of the City for review and approval; and
WHEREAS, a substantially final copy of the BCRUA's Bond Resolution, as defined in the
Master Contract, authorizing a series of bonds for the City's share of the first phase of the BCRUA
Project has been presented to the City Council; and
WHEREAS, the City's series of bonds to be issued are being sold to the Texas Water
Development Board and there are no sale and offering documents, as defined in the Master Contract,
to be presented to each City for approval; and
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WHEREAS, it is hereby further officially found and determined that public notice ofthe time,
place, and purpose of this meeting was given, all as required by Texas Government Code, Chapter
551.
NOW, THEREFOR, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ROUND ROCK, TEXAS:
SECTION 1. RECITALS. The recitals set forth in the preamble hereof are incorporated
herein and shall have the same force and effect as if set forth in this Section. Capitalized terms used
herein shall have the meaning assigned in the preamble hereof or the Master Contract, unless
otherwise defined.
SECTION 2. BOND RESOLUTION. The Bond Resolution attached hereto as Exhibit "A"
is hereby approved with such changes as approved by the City Manager.
SECTION 3. CERTIFICATES. The City Manager or an Assistant City Manager is
authorized to sign an approval affidavit and approval certificate attached hereto as Exhibit "B"
reflecting the final interest rates and terms of the Bonds. The Mayor, City Secretary, City Manager
and Assistant City Manager are authorized to sign all certificates and are hereby authorized and
directed to do any and all things necessary and/or convenient to carry out the terms of this Resolution
and the issuance of the Bonds.
SECTION 4. CONSERVATION PLAN. The City will implement the Texas Water
Development Board approved water conservation plan.
SECTION 5. IMMEDIATE EFFECT. This Resolution shall take effect immediately from
and after its adoption in accordance with the law.
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SIGNED AND SEALED this May 28, 2009.
4/
City Secretary, City of Round Rock, Texas Mayor, City of Round Rock, Texas
(CITY SEAL)
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BCRUA: ResApprvgReslssuanceRR
EXHIBIT "A"
BOND RESOLUTION
A-1
RESOLUTION NO.
MPH Draft 5-20-09
A RESOLUTION BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK
REGIONAL UTILITY AUTHORITY, INC. AUTHORIZING THE ISSUANCE OF
"BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. CITY OF CEDAR
PARK, TEXAS CONTRACT REVENUE BONDS, (BRUSHY CREEK REGIONAL
WATER TREATMENT AND DISTRIBUTION PROJECT)"; ESTABLISHING THE
PROCEDURES FOR SELLING AND DELIVERING THE BONDS AND RESOLVING
OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT,
SECURITY, SALE, AND DELIVERY OF SUCH BONDS
ADOPTED JUNE 3, 2009
BCRUA: CP\KRevBonds08
RESOLUTION NO.
A RESOLUTION BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK
REGIONAL UTILITY AUTHORITY, INC. AUTHORIZING THE ISSUANCE OF
"BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. CITY OF CEDAR
PARK, TEXAS CONTRACT REVENUE BONDS, (BRUSHY CREEK REGIONAL
WATER TREATMENT AND DISTRIBUTION PROJECT)"; ESTABLISHING THE
PROCEDURES FOR SELLING AND DELIVERING THE BONDS AND RESOLVING
OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT,
SECURITY, SALE, AND DELIVERY OF SUCH BONDS
TABLE OF CONTENTS
Page
PREAMBLE 1
Section 1. DEFINITIONS 2
Section 2. AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS 2
(a) Amount and Designation 2
(b) Purpose 2
Section 3. DATE, DENOMINATIONS, NUMBERS, MATURITIES, AND TERMS
OF BONDS 3
(a) Terms of the Bonds 3
(b) Award Certificate 3
(c) Sale of the Bonds 3
(d) In General 4
Section 4. INTEREST 4
Section 5. REGISTRATION, TRANSFER, AND EXCHANGE; AUTHENTICATION
AND BOOK -ENTRY -ONLY SYSTEM .4
(a) Paying Agent/Registrar 4
(b) Registration Books 4
(c) Ownership of Bonds 4
(d) Payment of Bonds and Interest 5
(e) Authentication 5
(f) Transfer, Exchange or Replacement 5
(g) Substitute Paying Agent/Registrar 6
(h) Book -Entry -Only System 6
(i) Successor Securities Depository; Transfers Outside
Book -Entry -Only System 7
(j) Payments to Cede & Co. 7
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(k) Notice of Redemption 8
(1) Conditional Notice of Redemption 8
Section 6. FORM OF BOND 8
Section 7. PLEDGE OF BOND PAYMENTS 8
(a) Pledge 8
(b) Perfection of Pledge 9
Section 8. RATES AND CHARGES 9
Section 9. DISTRIBUTION OF BOND PAYMENTS 9
Section 10. DEBT SERVICE FUND; CONSTRUCTION FUND; ESCROW FUND 10
(a) Debt Service Fund 10
(b) Construction Fund 10
(c) Escrow Fund 10
Section 11. DEFICIENCIES - EXCESS BOND PAYMENTS 11
(a) Deficiencies 11
(b) Excess Bond Payments 11
Section 12. PAYMENT OF BONDS 11
Section 13. INVESTMENTS 11
Section 14. ISSUANCE OF ADDITIONAL BONDS 11
Section 15. SPECIAL PROJECT BONDS 12
Section 16. MAINTENANCE OF BCRUA PROJECT - INSURANCE 13
Section 17. RECORDS AND ACCOUNTS - ANNUAL AUDIT 13
Section 18. SALE OR ENCUMBRANCE OF BCRUA PROJECT 13
Section 19. COMPETITION 13
Section 20. SPECIAL COVENANTS 14
(a) Title 14
(b) Liens 14
(c) Performance 14
(d) Legal Authority 14
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(e) Budget 14
(0 Permits 14
Section 21. LIMITED OBLIGATIONS OF THE BCRUA 15
Section 22. DEFAULT AND REMEDIES 15
(a) Events of Default 15
(b) Remedies for Event of Default 15
(c) Remedies Not Exclusive 16
Section 23. AMENDMENT OF RESOLUTION 16
(a) Amendments Without Consent 16
(b) Amendments With Consent 17
(c) Notice 17
(d) Receipt of Consents 18
(e) Effect of Amendments 18
(f) Consent Irrevocable 18
(g) Ownership 18
(h) Insurer Consent 18
Section 24. COVENANTS REGARDING TAX -EXEMPTION OF INTEREST
ON THE BONDS 18
(a) Covenants 18
(b) Rebate Fund 20
(c) Proceeds 20
(d) Allocation Of and Limitation On, Expenditures for the Project 20
(e) Disposition of Project 21
Section 25. RESOLUTION TO CONSTITUTE A CONTRACT; EQUAL SECURITY .. 21
Section 26. SEVERABILITY OF INVALID PROVISIONS 21
Section 27. PAYMENT AND PERFORMANCE ON BUSINESS DAYS 21
Section 28. LIMITATION OF BENEFITS WITH RESPECT TO THE RESOLUTION 21
Section 29. CUSTODY, APPROVAL, BOND COUNSEL'S OPINION, CUSIP
NUMBERS, PREAMBLE AND INSURANCE 22
Section 30. COMPLIANCE WITH RULE 15c2-12 22
(a) Annual Reports 22
(b) Material Event Notices 22
(c) Limitations, Disclaimers, and Amendments 23
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iii
Section 31. APPLICATION OF BOND PROCEEDS 24
Section 32. DEFEASANCE PROVISIONS 25
Section 33. TEXAS WATER DEVELOPMENT BOARD MATTERS 26
Section 34. FURTHER PROCEDURES 27
Section 35. DTC LETTER OF REPRESENTATION 27
Section 36. BOND INSURANCE 27
Section 37. REPEAL OF CONFLICTING RESOLUTIONS 27
Section 38. PUBLIC NOTICE 28
Section 39. NO PERSONAL LIABILITY 28
Section 40. CREDIT AGREEMENTS 28
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
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DEFINITIONS A-1
AWARD CERTIFICATE B-1
FORM OF BOND C-1
PAYING AGENT/REGISTRAR AGREEMENT D-1
ESCROW AGREEMENT E-1
CONTINUING DISCLOSURE OF INFORMATION F-1
MASTER CONTRACT FOR THE FINANCING,
CONSTRUCTION AND OPERATION OF THE
BCRUA REGIONAL WATER TREATMENT AND
DISTRIBUTION PROJECT G-1
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RESOLUTION NO.
A RESOLUTION BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK
REGIONAL UTILITY AUTHORITY, INC. AUTHORIZING THE ISSUANCE OF
"BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. CITY OF CEDAR
PARK, TEXAS CONTRACT REVENUE BONDS, (BRUSHY CREEK REGIONAL
WATER TREATMENT AND DISTRIBUTION PROJECT)"; ESTABLISHING THE
PROCEDURES FOR SELLING AND DELIVERING THE BONDS AND RESOLVING
OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT,
SECURITY, SALE, AND DELIVERY OF SUCH BONDS
WHEREAS, the Brushy Creek Regional Utility Authority, Inc. (the "BCRUA") is a non-
profit corporation of the State of Texas (the "State"), created by the Cities of Cedar Park, Leander
and Round Rock, Texas (collectively, the "Cities" or singularly, a "City") and existing under the laws
of the State, including Subchapter D of Chapter 431, as amended, Texas Transportation Code (the
"Authority Act"); and
WHEREAS, pursuant to the Authority Act, the BCRUA, is empowered to acquire and
construct water facilities including water conservation, storage, transportation, treatment and
distribution facilities and to deliver this water to the Cities; and
WHEREAS, the Authority Act also authorizes the BCRUA acting through its Board of
Directors (the "Board") to issue revenue bonds to finance such water projects, payable solely from
the revenues derived from payments to be made to the BCRUA by each respective City for which a
series of bonds are issued for the purpose of defraying such City's share of the cost of financing,
acquiring, and constructing the BCRUA Project (as hereinafter defined); and
WHEREAS, the BCRUA initially expects to issue separate series of such revenue bonds for
the City of Cedar Park, Texas ("Cedar Park"), the City of Leander, Texas ("Leander") and the City
of Round Rock, Texas ("Round Rock") to finance their share of the BCRUA Project, with each such
series payable from and secured solely by payments made by each respective City under the Contract
(as hereinafter defined); and
WHEREAS, pursuant to the Authority Act, the BCRUA and the Cities have entered into a
"Master Contract for the Financing, Construction and Operation of the BCRUA Regional Water
Treatment and Distribution Project," dated as of September 2, 2008 as amended by the "First
Amendment to the Master Contract for the Financing, construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project" dated as of February 12, 2009 (collectively, the
"Contract") pursuant to which the BCRUA has agreed to design, finance, construct, own, acquire,
maintain and operate the BCRUA Project in a manner that will allow the BCRUA to deliver potable
water to the Cities on a regional basis and under which each of the Cities agree to pay their share of
the BCRUA Project and to make payments to or on behalf of the BCRUA in amounts sufficient to
meet all of the BCRUA's obligations under the Contract including relating to a City's respective series
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of bonds issued to finance and refinance a City's share of the BCRUA Project and to own, operate
and maintain the BCRUA Project; and
WHEREAS, Cedar Park has requested that the BCRUA issue a separate series of revenue
bonds in an aggregate principal amount not to exceed $24,970,000 pursuant to the Contract to
finance Cedar Park's share of the BCRUA Project (the "Bonds"); and
WHEREAS, Round Rock and Leander have also requested the BCRUA issue separate series
of contract revenue bonds pursuant to the Contract to finance their respective share of the BCRUA
Project Costs and the three separate series of contract revenue bonds for the Cities are expected to
be issued and delivered simultaneously; and
WHEREAS, the Cities and the BCRUA have approved the Contract; and
WHEREAS, this Resolution constitutes a Bond Resolution as that term is defined in the
Contract; and
WHEREAS, Cedar Park has agreed pursuant to Article X of the Contract to provide
continuing disclosure of certain financial and operating data so long as the Bonds are Outstanding;
and
WHEREAS, the principal of the Bonds and the interest thereon are and shall be solely
payable from and secured by a lien on and pledge of the portion of the Annual Payments designated
as "Bond Payments" to be made by Cedar Park pursuant to the Contract in amounts sufficient to pay
and redeem, and provide for the payment of the principal of, premium, if any, and interest on the
Bonds, when due, and the fees and expenses of the Paying Agent/Registrar for the Bonds, all as
required by this Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. THAT:
Section 1. DEFINITIONS. In addition to the definitions set forth in the preamble of this
Resolution, the terms used in this Resolution (except as may be otherwise indicated in the FORM OF
BOND) and not otherwise defined shall have the meanings given in Exhibit "A" to this Resolution
attached hereto and made a part hereof.
Section 2. AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS. (a) Amount
and Designation. The BCRUA's bonds issued pursuant to this Resolution shall each be entitled
"BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. CITY OF CEDAR PARK, TEXAS
CONTRACT REVENUE BONDS (BRUSHY CREEK REGIONAL WATER TREATMENT AND
DISTRIBUTION PROJECT)," are hereby authorized to be issued and delivered in an aggregate
maximum principal amount not to exceed $24,970,000. The title of the Bonds shall be designated
by the year in which such Bonds are awarded pursuant to Section 3 below. The authority of the
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BCRUA Representative to execute and deliver an Award Certificate for the Bonds shall expire at 5:00
p.m., C.D.T. on June 3, 2010.
(b) Purpose. The Bonds are to be issued for the following purposes to pay: (i) CEDAR
PARK'S SHARE OF THE COSTS OF CONSTRUCTING, ACQUIRING, IMPROVING AND/OR
EXPANDING THE BCRUA PROJECT INCLUDING BUT NOT LIMITED TO LAND INTERESTS,
TEMPORARY INTAKE STRUCTURE, STORAGE TANKS, LINES, BOOSTER PUMPS,
TREATMENT FACILITIES AND OTHER APPURTENANCES NECESSARY FOR THE
DELIVERY, TREATMENT AND TRANSMISSION OF RAW WATER AND ACQUIRING
EASEMENTS, RIGHTS-OF-WAY AND OTHER INTERESTS IN LAND OR OTHER FACILITIES
NECESSARY FOR THE WITHDRAWAL, DIVERSION DELIVERY, TRANSMISSION AND
TREATMENT OF RAW WATER ALL AS DESCRIBED IN THE PRELIMINARY DESIGN REPORT
AND (ii) THE COSTS OF ISSUANCE OF THE BONDS.
Section 3. DATE, DENOMINATIONS, NUMBERS, MATURITIES AND TERMS OF
BONDS. (a) Terms of the Bonds. The Bonds shall initially be issued, sold, and delivered hereunder as
fully registered bonds, without interest coupons, numbered consecutively from R-1 upward (except the
initial Bond delivered to the Attorney General of the State which shall be numbered T-1), payable to the
respective initial Registered Owners thereof in an Authorized Denomination, maturing not later than
August 1, 2039, serially or otherwise on the dates, in the years and in the principal amounts, respectively,
dated, all as set forth in the Award Certificate executed by the BCRUA Representative in substantially the
form attached hereto as Exhibit "B".
(b) Award Certificate. As authorized by the Authority Act, the BCRUA Representative is hereby
authorized, appointed, and designated to act on behalf ofthe Board in selling and delivering the Bonds and
carrying out the other procedures specified in this Resolution, including determining and fixing the date the
Bonds, any additional or different designation or title by which the Bonds shall be known, the price at
which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature
in each of such years, the aggregate principal amount of the Bonds, the rate or rates of interest to be borne
by each maturity, the interest payment periods, the dates, price, and terms upon and at which the Bonds
shall be subject to redemption prior to maturity at the option ofthe Board, as well as any mandatory sinking
fund redemption provisions for the Bonds and all other matters relating to the issuance, sale, and delivery
of the Bonds, all of which shall be specified in a certificate of the BCRUA Representative (the "Award
Certificate"); provided that (i) the price to be paid for the Bonds shall not be less than 98% of the
aggregate original principal amount thereof plus accrued interest, if any, thereon from its date to its delivery
and (ii) the Bonds shall not bear interest at a net effective interest rate in excess of 5.75% per annum.
It is further provided, however, that, notwithstanding the foregoing provisions, the Bonds shall not
be delivered unless prior to delivery of the Bonds the Award Certificate has been executed and delivered
as required by this Resolution.
The Award Certificate is hereby incorporated in and made a part of this Resolution and shall be
filed in the minutes of the Board as a part of this Resolution.
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(c) Sale of the Bonds. To achieve advantageous borrowing costs for the BCRUA, the Bonds shall
be sold to the Texas Water Development Board (the "Purchaser") at the price as set forth in the Award
Certificate.
(d) In General The Bonds (i) may and shall be redeemed prior to the respective scheduled
maturity dates, (ii) may be assigned and transferred, (iii) may be exchanged for other Bonds, (iv) shall have
the characteristics, (v) shall be signed and sealed, and the principal of and interest on the Bonds shall be
payable, all as provided, and in the manner required or indicated, in the FORM OF BOND set forth in
Exhibit "C" to this Resolution and as determined by the BCRUA Representative as provided herein, with
such changes and additions as are required to be consistent with the terms and provisions shown in the
Award Certificate.
Section 4. INTEREST. The Bonds shall bear interest, calculated on the basis of a 360 -day year
composed of twelve 30 -day months, from their date of delivery as set forth in the Award Certificate, until
maturity or redemption, at the rate or rates set forth in the Award Certificate. Interest shall be payable to
the Registered Owner of any such Bond in the manner provided and on the dates stated in the FORM OF
BOND set forth in Exhibit "C" to this Resolution and the Award Certificate.
Section 5. REGISTRATION, TRANSFER, AND EXCHANGE; AUTHENTICATION;
BOOK -ENTRY -ONLY SYSTEM. (a) PayingAgent/Registrar. The Bank of New York Mellon Trust
Company, National Association is hereby appointed the Paying Agent/Registrar for the Bonds. The
BCRUA Representative is authorized to enter into and carry out a Paying Agent/Registrar Agreement with
the Paying Agent/Registrar with respect to the Bonds in substantially the form and substance presented to
the Board set forth in Exhibit "D" in connection with the approval of this Resolution with such changes as
are acceptable to the BCRUA Representative.
(b) Registration Books. The Board shall keep or cause to be kept at the designated corporate trust
office of the Paying Agent/Registrar in Austin, Texas (the "Designated Trust Office") the Registration
Books and the Board hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep
such books or records and make such registrations of transfers, exchanges, and replacements under such
reasonable regulations as the Board and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers, exchanges, and replacements as herein provided.
The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered
Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but
it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address
to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has
been given. The Board shall have the right to inspect the Registration Books at the Designated Trust Office
of the Paying Agent/Registrar during regular business hours, but otherwise the Paying Agent/Registrar
shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity. A copy of the Registration Books shall be maintained in the State.
(c) Ownership of Bonds. The entity or person in whose name any Bond shall be registered in the
Registration Books at any time shall be deemed and treated as the absolute owner thereof for all purposes
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of this Resolution, whether or not such Bond shall be overdue, and, to the extent permitted by law, the
Board and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of,
or on account of, the principal of, premium, if any, and interest on any such Bond shall be made only to
such Registered Owner. All such payments shall be valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid.
(d) Payment of Bonds and Interest The Paying Agent/Registrar shall further act as the paying
agent for paying the principal of, premium, if any, and interest on the Bonds, all as provided in this
Resolution. The Paying Agent/ Registrar shall keep proper records of all payments made by the Board and
the Paying Agent/Registrar with respect to the Bonds.
(e) Authentication. The Bonds initially issued and delivered pursuant to this Resolution shall be
authenticated by the Paying Agent/Registrar by execution of the Paying Agent/Registrar's Authentication
Certificate unless they have been approved by the Attorney General of the State and registered by the
Comptroller ofPublic Accounts ofthe State, and on each substitute Bond issued in exchange for any Bond
or Bonds issued under this Resolution the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (the"Authentication Certificate"). The
Authentication Certificate shall be in the form set forth in the FORM OF BOND in Exhibit "C" attached
hereto.
(f) Transfer, Exchange, or Replacement Each Bond issued and delivered pursuant to this
Resolution, to the extent of the unpaid or unredeemed principal amount thereof, may, upon surrender of
such Bond at the Designated Trust Office of the Paying Agent/Registrar, together with a written request
therefor duly executed by the Registered Owner or the assignee or assignees thereof, or its or their duly
authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying
Agent/Registrar, may, at the option of the Registered Owner or such assignee or assignees, as appropriate,
be exchanged for fully registered Bonds, without interest coupons, in the appropriate form prescribed in
the FORM OF BOND set forth in Exhibit "C" to this Resolution, in any Authorized Denomination (subject
to the requirement hereinafter stated that each substitute Bond shall be of the same Series and have a single
stated maturity date), as requested in writing by such Registered Owner or such assignee or assignees, in
an aggregate principal amount equal to the unpaid or unredeemed principal amount of any Bond or Bonds
so surrendered, and payable to the appropriate Registered Owner, assignee, or assignees, as the case may
be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided herein, a
substitute Bond or Bonds having the same series designation and maturity date, bearing interest at the same
rate, and payable in the same manner, in Authorized Denominations at the request of the Registered
Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon surrender thereof for cancellation. If any Bond or portion thereof is assigned and
transferred, each Bond issued in exchange therefor shall have the same series designation and maturity date
and bear interest at the same rate and payable in the same manner as the Bond for which it is being
exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
The Paying Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered
Bond delivered in exchange for or replacement of any Bond or portion thereof as permitted or required
by any provision of this Resolution shall constitute one of the Bonds for all purposes of this Resolution,
and may again be exchanged or replaced. On each substitute Bond issued in exchange for or replacement
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of any Bond or Bonds issued under this Resolution there shall be printed an Authentication Certificate, in
the form set forth in Exhibit "C" to this Resolution. An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Authentication
Certificate, and, except as provided in (e) above, no such Bond shall be deemed to be issued or outstanding
unless the Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all
Bonds surrendered for transfer, exchange, or replacement. No additional orders or resolutions need be
passed or adopted by the Board or any other body or person so as to accomplish the foregoing transfer,
exchange, or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide
for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said
Bonds shall be in typed or printed form as determined by the BCRUA Representative. Pursuant to Subtitle
D, Texas Government Code and particularly Section 1201.063, thereof, the duty of transfer, exchange, or
replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of the Authentication Certificate, the exchanged or replaced Bond shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Bonds which were originally issued
pursuant to this Resolution. The Board shall pay the Paying Agent/Registrar's standard or customary fees
and charges, if any, for transferring, and exchanging any Bond or any portion thereof, but the one
requesting any such transfer and exchange shall pay any taxes or governmental charges required to be paid
with respect thereto as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar
shall not be required to make any such transfer, exchange, or replacement of Bonds or any portion thereof
(i) during the period commencing with the close of business on any Record Date and ending with the
opening ofbusiness on the next following interest payment date, or (ii) with respect to any Bond or portion
thereof called for redemption prior to maturity, within 45 days prior to its redemption date. To the extent
possible, any new Bond issued in an exchange, replacement, or transfer of a Bond will be delivered to the
Registered Owner or assignee ofthe Registered Owner not more than three business days after the receipt
of the Bonds to be canceled and the written request as described above.
(g) Substitute Paying Agent/Registrar. The Board covenants with the Registered Owners of the
Bonds that at all times while the Bonds are outstanding the Board will provide a competent and legally
qualified bank, trust company, financial institution, or other agency to act as and perform the services of
Paying Agent/Registrar for the Bonds under this Resolution, and that the Paying Agent/Registrar will be
one entity. The Board reserves the right to, and may, at its option, change the Paying Agent/Registrar upon
not less than ninety (90) days written notice to the Paying Agent/Registrar, to be effective not later than
sixty (60) days prior to the next principal or interest payment date after such notice. In the event that the
entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other
method) should resign or otherwise cease to act as such, the Board covenants that promptly it will appoint
a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Resolution. Upon any change in the Paying Agent/Registrar, the previous
Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar
designated and appointed by the Board. Upon any change in the Paying Agent/Registrar, the Board
promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each
Registered Owner ofthe Bonds, by United States mail, first-class postage prepaid, which notice also shall
give the address of the new Paying Agent/Registrar. By accepting the position and performing as such,
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each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and a
certified copy of this Resolution shall be delivered to each Paying Agent/Registrar.
(h) Book -Entry -Only System The Bonds issued in exchange for the Bonds initially issued and
delivered to the Purchaser shall be issued in the form of a separate single fully registered Bond for each of
the maturities thereof registered in the name of Cede & Co., as nominee of DTC, and except as provided
in subsection (i) hereof, all of the Outstanding Bonds shall be registered in the name of Cede & Co., as
nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
Board and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant
or to any person on behalf of whom such a DTC Participant holds an interest on the Bonds. Without
limiting the immediately preceding sentence, the Board and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy ofthe records ofDTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant
or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice
with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant
or any other person, other than a Registered Owner, as shown in the Registration Books of any amount
with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision
of this Resolution to the contrary but to the extent permitted by law, the Board and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered
in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal,
premium, if any, and interest, with respect to such Bond, for the purpose of giving notices of redemption
and other matters with respect to such Bond, for the purpose of registering transfers with respect to such
Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of,
premium, if any, and interest on the Bonds only to or upon the order of the respective Registered Owners,
as shown in the Registration Books as provided in this Resolution, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the
Board's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to
the extent of the sum or sums so paid. No person other than an Registered Owner, as shown in the
Registration Books, shall receive a Bond certificate evidencing the obligation of the Board to make
payments of principal, premium, if any, and interest pursuant to this Resolution. Upon delivery by DTC
to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Resolution with respect to interest
checks being mailed to the Registered Owner at the close of business on the Record Date, the word "Cede
& Co." in this Resolution shall refer to such new nominee of DTC.
(i) Successor Securities Depository; Transfers Outside Book -Entry -Only System. In the event
that the Board or the Paying Agent/Registrar determines that DTC is incapable of discharging its
responsibilities described herein and in the representation letter of the Board to DTC (as described in
Section 35 of this Resolution) or DTC determines to discontinue providing its services with respect to the
Bonds, the Board shall (i) appoint a successor securities depository, qualified to act as such under Section
17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to such
successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC
of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their
BCRUA: CP\KRevBonds08 7
DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration
Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor
securities depository, or its nominee, or in whatever name or names Registered Owners transferring or
exchanging Bonds shall designate, in accordance with the provisions of this Resolution.
(j) Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the representation letter of the
BCRUA to DTC.
(k) Notice of Redemption. In addition to the method of providing a notice of redemption set forth
in the FORM OF BOND, the Paying Agent/Registrar shall give notice of redemption of Bonds by mail,
first-class postage prepaid at least thirty (30) days prior to a redemption date to each registered securities
depository and to any national information service that disseminates redemption notices. In addition, in the
event of a redemption caused by an advance refunding of the Bonds, the Paying Agent/Registrar shall send
a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty
(30) days but not more than ninety (90) days prior to the actual redemption date. Any notice sent to the
registered securities depositories or such national information services shall be sent so that they are
received at least two (2) days prior to the general mailing or publication date of such notice. The Paying
Agent/Registrar shall also send a notice of prepayment or redemption to the Registered Owner of any
Bond who has not sent the Bonds in for redemption sixty (60) days after the redemption date. Each notice
of redemption, whether required in the FORM OF BOND or in this Section, shall contain a description of
the Bonds to be redeemed including the complete name of the Bonds, the Series, the date of issue, the
interest rate or rates, the maturity date, the CUSIP number, a reference to the certificate numbers and the
amounts called of each certificate, the publication and mailing date for the notice, the date of redemption,
the redemption price, the name of the Paying Agent/Registrar and the address at which the Bonds may be
redeemed, including a contact person and telephone number. All redemption payments made by the Paying
Agent/Registrar to the registered owners of the Bonds shall include a CUSIP number relating to each
amount paid to such Registered Owner.
(1) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds,
unless certain prerequisites to such redemption required by the Resolution have been met and moneys
sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have
been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice
shall state that said redemption may, at the option of the BCRUA, be conditional upon the satisfaction of
such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed
for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not
received, such notice shall be of no force and effect, the BCRUA shall not redeem such Bonds and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Bonds have not been redeemed.
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Section 6. FORM OF BOND. The form of the Bond, including the form of the Authentication
Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public
Accounts ofthe State, with respect to the Bonds initially issued and delivered pursuant to this Resolution,
shall be, respectively, substantially as set forth in Exhibit "C",with such appropriate variations, omissions,
or insertions as are permitted or required by this Resolution and any Award Certificate including
specifically information relating to payment dates, the Bond date and redemption provisions.
Section 7. PLEDGE OF BOND PAYMENTS. (a) Pledge The BCRUA hereby covenants
and agrees that the Bond Payments are hereby irrevocably pledged to the payment and security of the
Bonds Similarly Secured including the establishment and maintenance of the special funds or accounts
created and established on the books and records of the BCRUA for the payment and security thereof, all
as hereinafter provided; and it is hereby resolved that the Bonds Similarly Secured, and the interest thereon,
shall constitute a lien on and pledge of the Bond Payments and be valid and binding without any physical
delivery thereof or further act by the BCRUA, and the lien created hereby on the Bond Payments for the
payment and security of the Bonds Similarly Secured shall be prior in right and claim as to any other
indebtedness, liability, or obligation of the BCRUA or the BCRUA Project payable pursuant to the terms
of the Contract. The BCRUA shall deposit the Bond Payments, as collected and received, into a separate
fund and account on the books and records of the BCRUA known as the "Cedar Park Debt Service Fund,"
which is hereby created, to be utilized pursuant to the Contract and Sections 9 and 12 hereof to pay the
Bonds; provided, however, that the Board of the BCRUA may utilize any revenues, including those
generated by the Contract, in excess ofthe Debt Service Requirements on the Bonds Similarly Secured for
any lawful purpose in accordance with this Resolution and the Contract.
(b) Perfection of Pledge Chapter 1208, as amended, Texas Government Code, applies to the
issuance of the Bonds Similarly Secured and the lien on and pledge of Bond Payments granted by the
BCRUA under subsection (a) of this Section, and such pledge is therefore valid, effective, and perfected.
If State law is amended at any time while the Bonds Similarly Secured are outstanding and unpaid such that
the pledge of the Bond Payments granted by the BCRUA is to be subject to the filing requirements of
Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Registered Owners of the
Bonds Similarly Secured the perfection ofthe security interest in this pledge, the Board agrees to take such
measures as it determines are reasonable and necessary under State law to comply with the applicable
provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the
security interest in this pledge to occur.
Section 8. RATES AND CHARGES. For the benefit of the Registered Owners of the Bonds
Similarly Secured and in addition to all provisions and covenants in the laws of the State and in this
Resolution, the Contract between the BCRUA and Cedar Park expressly stipulates and agrees, while any
ofthe Bonds Similarly Secured are Outstanding, Cedar Park will fix and collect such rates and charges for
services to be supplied by the Cedar Park System as will produce gross revenues at all times during the
term of the Contract in an amount equal to pay all of the expenses of operation and maintenance of the
Cedar Park System including Annual Payments and Bond Payments under the Contract and all other
amounts required by the laws and the provisions of the ordinances or resolutions authorizing the Cedar
Park Utility Bonds or other obligations now or hereafter outstanding payable, in whole or in part, from the
net revenues of the Cedar Park System, including the amounts required to pay all principal of and interest
BCRUA: CP\KRevBonds08 9
on such Cedar Park Utility Bonds and other obligations. The BCRUA hereby expressly stipulates that it
will maintain rates and charges through the Bond Payments to meet the debt service requirements on the
Bond Similarly Secured and agrees that it will take all appropriate action to enforce such terms of the
Contract while any of the Bonds Similarly Secured are Outstanding.
The Registered Owner shall never have the right to demand payment for the Bonds out of any
funds raised or to be raised from taxation by Cedar Park or the BCRUA.
Section 9. DISTRIBUTION OF BOND PAYMENTS. After the Bond Payments have been
received by the BCRUA such payments shall be further deposited into the Debt Service Fund when and
as required by this Resolution.
Section 10. DEBT SERVICE FUND; CONSTRUCTION FUND; ESCROW FUND. (a)
Debt Service Fund For purposes of providing funds to pay the principal of and interest on the Bonds
Similarly Secured as the same become due and payable, the BCRUA agrees to maintain, at the Depository,
a separate and special fund or account on its books and records to be created and known as the "Brushy
Creek Regional Utility Authority, Inc. City of Cedar Park, Texas Contract Revenue Bonds (Brushy Creek
Regional Water Treatment and Distribution Project), Debt Service Fund" (the "Debt Service Fund"). The
BCRUA covenants that there shall be deposited into the Debt Service Fund prior to each principal and
interest payment date solely from the available Bond Payments made by Cedar Park pursuant to Section
9 of this Resolution an amount equal to one hundred per cent (100%) of the amount required to fully pay
the interest on and the principal of the Bonds Similarly Secured then falling due and payable, such deposits
to pay maturing principal and accrued interest on the Bonds Similarly Secured to be made in substantially
equal monthly installments on or before the first day of each month, beginning September 2009. If the
Bond Payments in any month are insufficient to make the required payments into the Debt Service Fund,
then the amount of any deficiency in such payment shall be added to the amount otherwise required to be
paid into the Debt Service Fund in the next month.
The required monthly deposits to the Debt Service Fund for the payment of principal of and
interest on the Bonds Similarly Secured shall continue to be made as hereinabove provided until such time
as (i) the total amount on deposit in the Debt Service Fund is equal to the amount required to fully pay and
discharge all Outstanding Bonds Similarly Secured (principal and interest) or, (ii) the Bonds Similarly
Secured are no longer Outstanding.
Any surplus proceeds from the sale of the Bonds, including investment income therefrom, not
expended for authorized purposes shall be deposited into the Debt Service Fund, and such amounts (i.e.,
accrued and investment interest) so deposited into the Debt Service Fund shall reduce the sum otherwise
required to be deposited in the Debt Service Fund from Bond Payments.
(b) Construction Fund The BCRUA hereby creates and establishes and shall maintain on the
books and records of the BCRUA a separate fund or account to be entitled the "Brushy Creek Regional
Utility Authority, Inc. City of Cedar Park, Texas Contract Revenue Bonds (Brushy Creek Regional Water
Treatment and Distribution Project), Construction Fund" for use by the BCRUA for payment of Cedar
Park's share of the BCRUA Project. The BCRUA shall deposit the net proceeds from the sale of the
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10
Bonds released from escrow as provided in Section 10(c) below into the Construction Fund as provided
in this Resolution. Funds in the Construction Fund shall be used for payment of Cedar Park's share of
BCRUA Project Costs. Upon payment of all such costs, any moneys remaining on deposit in the
Construction Fund shall be transferred to the Debt Service Fund.
(c) Escrow Fund The Escrow Agreement between the BCRUA and the escrow agent named
therein (the "Escrow Agent") substantially in the form and content presented at this meeting and shown
on Exhibit "E" attached hereto, specifying the duties and responsibilities of the BCRUA and the Escrow
Agent, is hereby approved and the BCRUA Representative is hereby authorized and directed to execute
the Escrow Agreement on behalf of the BCRUA. The Escrow Agent named in the Escrow Agreement
is hereby appointed as the Escrow Agent pursuant to such Escrow Agreement.
On the closing date, the BCRUA shall cause the proceeds from the sale of the Bonds to be
deposited into the Escrow Fund or, if agreed to by the Purchaser, all or a portion of the proceeds of the
Bonds may be deposited into the Construction Fund.
Moneys disbursed from the Escrow Fund established pursuant to the Escrow Agreement shall be
applied only for the costs of issuance of the Bonds or the BCRUA Project Costs.
The security for, and the investment of, funds on deposit in the Escrow Fund shall be governed by
the provisions of the Escrow Agreement.
Section 11. DEFICIENCIES - EXCESS BOND PAYMENTS. (a) Deficiencies. If on any
occasion there shall not be sufficient Bond Payments to make the required deposits into the Debt Service
Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Bond
Payments and such payments shall be in addition to the amounts required to be paid into these Funds or
accounts during such month or months.
(b) Excess Bond Payments Subject to making the required deposits to the Debt Service Fund
when and as required by this Resolution or any resolution authorizing the issuance of Additional Bonds,
any excess Bond Payments may be used by the BCRUA for any lawful purpose including, but not limited
to, the redemption of any Bonds Similarly Secured.
Section 12. PAYMENT OF BONDS. While any of the Bonds Similarly Secured are
Outstanding, the General Manager or other authorized BCRUA official, shall cause to be transferred to
the Paying Agent/Registrar therefor, from funds on deposit in the Debt Service Fund, if necessary, amounts
sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds
Similarly Secured as such installment accrues or matures; such transfer of funds must be made in such
manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the
Bonds at the close of the Business Day next preceding the date a debt service payment is due on the Bonds
Similarly Secured.
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Section 13. INVESTMENTS. Funds held in any fund or account created, established, or
maintained pursuant to this Resolution shall be invested as permitted by the provisions of the BCRUA
investment policy and the Public Funds Investment Act, as amended, Chapter 2256, Texas Government
Code and secured (to the extent not insured by the Federal Deposit Insurance Corporation) to the fullest
extent required by the Public Funds Collateral Act, as amended, Chapter 2257, Texas Government Code.
All interest and income derived from deposits and investments in any fund shall immediately be credited
to, and any losses debited from, the fund from which such funds were derived. All such investments shall
be sold promptly when necessary to prevent any default in connection with the Bonds.
Section 14. ISSUANCE OF ADDITIONAL BONDS. In addition to the right to issue bonds
of inferior lien as authorized by the laws of this State, the BCRUA reserves the right hereafter to issue
Additional Bonds. The Additional Bonds, when issued, shall be payable from and secured by a lien on and
pledge of the Bond Payments in the same manner and to the same extent as the Bonds and the Bonds
Similarly Secured, and shall in all respects be of equal dignity. The Additional Bonds may be issued in one
or more series provided, however, that no Additional Bonds, shall be issued unless and until the following
conditions have been met:
(i) Except for a refunding to cure a default, the BCRUA is not then in default as to any
covenant, condition or obligation prescribed in the resolutions authorizing the issuance of the Bonds
Similarly Secured or the Contract (including any amendment or supplement thereto) and the funds under
the resolution authorizing the same contains the amounts then required to be therein;
(ii) A consulting engineer certifies to the BCRUA the need for an estimated amount of
additional financing required for completion, expansion, enlargement or improvement of the BCRUA
Project as now or hereafter defined in the Contract; provided, however this certification shall not be
necessary for the issuance of any refunding bonds;
(iii) Cedar Park, shall have approved the resolution(s) authorizing the issuance of the
Additional Bonds as to form and content and acknowledged that the payment of principal of and interest
on such Additional Bonds is payable, in whole or in part, from the Bond Payments to be made to the
BCRUA under and pursuant to the Contract;
(iv) The resolution authorizing the issuance of the Additional Bonds provides for deposits to
be made to the Debt Service Fund in amounts sufficient to pay the principal of and interest on such
Additional Bonds as the same become due; and
(v) Based upon an opinion of legal counsel to the BCRUA that there are legal, valid and
bindings contracts then in effect pursuant to which Cedar Park and others, if any, which are parties to such
contracts are obligated to make payments to the BCRUA during each fiscal year (including periods when
services of the BCRUA Project may not be available to such contracting parties and others) in such
amounts as shall be necessary to provide to the BCRUA sufficient funds to pay when due all principal and
interest on all Bonds and Additional Bonds to be outstanding after the issuance ofthe proposed Additional
Bonds.
BCRUA: CP\KRevBonds08
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The Bonds Similarly Secured may be refunded (pursuant to any law then available) upon such
terms and conditions as the Board of the BCRUA may deem to be in the best interest of the BCRUA;
provided, however, such refunding bonds do not have to comply with paragraph (ii) of this Section 14.
Section 15. SPECIAL PROJECT BONDS. The BCRUA further reserves the right to issue
bonds in one or more installments for the purchase, construction, improvement, extension, replacement,
enlargement or repair of utility facilities necessary under a contract or contracts with persons, corporations,
municipal corporations, political subdivisions, or entities including Cedar Park, such bonds to be payable
from and secured by the proceeds of such contract or contracts (other than the Contract). The BCRUA
further reserves the right to refund such bonds and secure the payment of the debt service requirements on
the refunding bonds in the same manner or as otherwise permitted by the laws of the State.
Section 16. MAINTENANCE OF BCRUA PROJECT - INSURANCE. The BCRUA
covenants, agrees, and affirms its covenants that while the Bonds Similarly Secured remain outstanding it
will maintain and operate the BCRUA Project with all possible efficiency and maintain casualty and other
insurance on the properties of the BCRUA Project and its operations of a kind and in such amounts
customarily carried by municipal corporations in the State engaged in a similar type ofbusiness (which must
be in an amount sufficient to protect the Texas Water Development Board's interest in the BCRUA
Project); and that it will faithfully and punctually perform all duties with reference to the BCRUA Project
required by the laws of the State. All money received from losses under such insurance policies, other than
public liability policies, shall be retained for the benefit of the Registered Owners of the Bonds Similarly
Secured until and unless the proceeds are paid out in making good the loss or damage in respect of which
such proceeds are received, either by replacing the property destroyed or repairing the property damaged,
and adequate provision for making good such loss or damage must be made within ninety (90) days after
the date of loss. The payment of premiums for all insurance policies required under the provisions hereof
shall be considered Maintenance and Operating Expenses of the BCRUA Project. Nothing in this
Resolution shall be construed as requiring the BCRUA to expend any funds which are derived from sources
other than the operation of the BCRUA Project but nothing herein shall be construed as preventing the
BCRUA from doing so.
Section 17. RECORDS AND ACCOUNTS - ANNUAL AUDIT. The BCRUA covenants,
agrees, and affirms its covenants that so long as any of the Bonds Similarly Secured remain outstanding,
it will keep and maintain separate and complete records and accounts pertaining to the operations of the
BCRUA Project in which complete and correct entries shall be made of all transactions relating thereto as
provided by applicable law. The Registered Owners of any Bonds or any duly authorized agent or agents
of such Registered Owners shall have the right to inspect the BCRUA Project and all properties comprising
the same. The BCRUA further agrees that following (and in no event later than six (6) months after) the
close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent
firm of Certified Public Accountants. Expenses incurred in making the annual audit of the operations of
the BCRUA Project are to be regarded as Maintenance and Operating Expenses of the BCRUA Project.
Section 18. SALE OR ENCUMBRANCE OF BCRUA PROJECT. While any Bonds remain
Outstanding, the BCRUA will not sell, dispose of or further encumber the BCRUA Project or any
substantial part thereof, provided, however, that this provision shall not prevent the BCRUA from (i)
BCRUA: CP\KRevBonds08
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pledging the Bond Payments to Additional Bonds or Special Project Bonds as set forth in Sections 14 and
15 of this Resolution or (ii) disposing of any part of the BCRUA Project which is being replaced or is
deemed by the BCRUA to be obsolete, worn out, surplus or no longer needed for the proper operation of
the BCRUA Project. Any agreement pursuant to which the BCRUA contracts with a person, corporation,
municipal corporation or political subdivision to operate the BCRUA Project or to lease and/or operate
all or part of the BCRUA Project shall not be considered as an encumbrance of the BCRUA Project;
provided, however, no such agreement shall impair the pledge and lien on the Bond Payments.
Section 19. COMPETITION. To the extent it legally may, the BCRUA will not grant any
franchise or permit for the acquisition, construction or operation of any competing facilities which might
be used as a substitute for the BCRUA Project and will prohibit the operation of any such competing
facilities.
Section 20. SPECIAL COVENANTS. The BCRUA further covenants and agrees that: (a)
Title. The BCRUA lawfully owns or will own and is or will be lawfully possessed of the lands or
easements upon which its BCRUA Project is and will be located, and has or will purchase good and
indefeasible estate in such lands in fee simple, or has or will lawfully obtain any necessary easements to
operate the BCRUA Project, and it warrants that it has or will obtain and will defend, the title to all the
aforesaid lands and easements for the benefit ofthe Registered Owners ofthe Bonds against the claims and
demands of all persons whomsoever, that it is lawfully qualified to pledge the Bond Payments to the
payment of the Bonds Similarly Secured, in the manner prescribed herein, and that it has lawfully exercised
such rights.
(b) Liens. The BCRUA will from time to time and before the same become delinquent pay and
discharge all taxes, assessments, and governmental charges, if any, which shall be lawfully imposed upon
it, or its BCRUA Project, and it will pay all lawful claims for rents, royalties, labor, materials, and supplies
which if unpaid might by law become a lien or charge upon its BCRUA Project, provided, however, that
no such tax, assessment, or charge, and that no such claims which might be or other lien or charge, shall
be required to be paid while the validity of the same shall be contested in good faith by the BCRUA.
(c) Performance. The BCRUA will faithfully perform at all times any and all covenants,
undertakings, stipulations, and provisions contained in the resolutions authorizing the issuance of Bonds
Similarly Secured, and in each and every Bond Similarly Secured and pay from the Bond Payments the
principal of and interest on every Bond Similarly Secured on the dates and in the places and manner
prescribed in such resolutions and Bonds Similarly Secured; and that it will, at the times and in the manner
prescribed, or cause to be deposited from the Bond Payments the amounts required to be deposited into
the Debt Service Fund; and the Registered Owner of the Bonds Similarly Secured may require the
BCRUA, its officials, agents, and employees to carry out, respect, or enforce the covenants and obligations
of this Resolution or any resolution authorizing the issuance of Bonds Similarly Secured including, but
without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction,
against the BCRUA, its officials, agents, and employees.
BCRUA: CPUCRevBonds08
14
(d) Legal Authority. The BCRUA is duly authorized under the laws of the State to issue the
Bonds Similarly Secured; that all action on its part for the authorization and issuance of the Bonds
Similarly Secured has been duly and effectively taken, and the Bonds Similarly Secured in the hands of the
Registered Owners thereof are and will be valid and enforceable special obligations of the BCRUA in
accordance with their terms payable solely from the Bond Payments.
(e) Budget. The BCRUA will prepare, adopt, and place into effect an annual budget (the "Annual
Budget") for Maintenance and Operation Expenses of the BCRUA Project for each Fiscal Year, including
in each Annual Budget such items as are customarily and reasonably contained in a utility system budget
under generally accepted accounting procedures.
(f) Permits. The BCRUA will comply with all of the terms and conditions of any and all
franchises, permits, and authorizations applicable to or necessary with respect to the BCRUA Project and
which have been obtained from any governmental agency; and the BCRUA has or will obtain and keep in
full force and effect all franchises, permits, authorizations, and other requirements applicable to or
necessary with respect to the acquisition, construction, equipment, operation, and maintenance of the
BCRUA Project.
Section 21. LIMITED OBLIGATIONS OF THE BCRUA. The Bonds Similarly Secured are
limited, special obligations of the BCRUA payable from and equally and ratably secured solely by a lien
on and pledge of the Bond Payments, and the Registered Owners thereof shall never have the right to
demand payment of the principal or interest on the Bonds Similarly Secured from any funds raised or to
be raised through taxation by Cedar Park or the BCRUA.
Section 22. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following
occurrences or events for the purpose of this Resolution is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when
the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the BCRUA, the failure to perform which materially, adversely affects the rights of
the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be
repaid in accordance with this Resolution, and, if such default is capable of cure, the continuation
thereof for a period of sixty (60) days after notice of such default is given by any Registered Owner
to the BCRUA; or
(iii) a default by Cedar Park under the Contract.
(b) Remedies for Event of Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
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15
therefor, may proceed against the BCRUA, or any official, officer or employee of the BCRUA in
their official capacity, for the purpose of protecting and enforcing the rights of the Registered
Owners under this Resolution, by mandamus or other suit, action or special proceeding in equity
or at law, in any court of competent jurisdiction, for any relief permitted by law, including the
specific performance of any covenant or agreement contained herein, or thereby to enjoin any act
or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or
any combination of such remedies. The Registered Owners are third party beneficiaries to the
Contract with the ability to enforce the provisions of the Contract for such period that a default
exists under the Contract.
(ii) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Bonds then Outstanding.
(iii) As long as an Insurer is not in payment default on the related Insurance Policy for the
Bonds, the Insurer of a Series shall be deemed to be the sole Registered Owner of such Bonds
issued by it for purposes of enforcing remedies in the Event of Default under this Resolution.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the Bonds or now or hereafter existing
at law or in equity; provided, however, that notwithstanding any other provision of this
Resolution, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Resolution.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Resolution, such Registered
Owner agrees that the certifications required to effectuate any covenants or representations
contained in this Resolution do not and shall never constitute or give rise to a personal or pecuniary
liability or charge against the officers, employees or trustees of the BCRUA or the Board.
(iv) None of the members of the Board of Directors, nor any other official or officer,
agent, or employee ofthe BCRUA, shall be charged personally by the Registered Owners with any
liability, or be held personally liable to the Registered Owners under any term or provision of this
Resolution, or because of any Event of Default or alleged Event of Default under this Resolution.
Section 23. AMENDMENT OF RESOLUTION. (a) Amendments Without Consent This
Resolution and the rights and obligations ofthe Board and of the Registered Owners of the Bonds may be
modified or amended at any time without notice to or the consent of any Registered Owner of the Bonds
or any Bond similarly secured, solely for any one or more of the following purposes:
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(i) To add to the covenants and agreements of the Board contained in this Resolution,
other covenants and agreements thereafter to be observed, or to surrender any right or power
reserved to or conferred upon the Board in this Resolution;
(ii) To cure any ambiguity or inconsistency, or to cure or correct any defective provisions
contained in this Resolution, upon receipt by the Board of an opinion of counsel, that the same is
needed for such purpose, and will more clearly express the intent of this Resolution;
(iii) To supplement the security for the Bonds, replace or provide additional Credit
Agreement, or change the form of the Bonds or make such other changes in the provisions hereof
as the Board may deem necessary or desirable and which shall not, in the judgment of the Board,
materially adversely affect the interests of the owners of the Outstanding Bonds;
(iv) To make any changes or amendments requested by any bond rating agency then rating
or requested to rate the Bonds, as a condition to the issuance or maintenance of a rating, which
changes or amendments do not, in the judgment of the Board, materially adversely affect the
interests of the owners of the Outstanding Bonds;
(v) To make such changes, modifications or amendments as are permitted by Section 3 0(c)
(v) of this Resolution;
(vi) To make such other changes in the provisions hereof as the Board may deem
necessary or desirable and which shall not, in the judgment ofthe Board, materially adversely affect
the interests of the owners of the Outstanding Bonds; or
(vii) To assign the Contract to a trustee.
(b) Amendments With Consent. Subject to the other provisions ofthis Resolution, the Registered
Owners of Outstanding Bonds aggregating 51% in Outstanding principal amount shall have the right from
time to time to approve any amendment, other than amendments described in Subsection (a) of this
Section, to this Resolution which may be deemed necessary or desirable by the Board; provided, however,
that nothing herein contained shall permit or be construed to permit, without the approval of the owners
of all of the Outstanding Bonds, the amendment of the terms and conditions in this Resolution or in the
Bonds so as to:
(1) Make any change in the maturity of the Outstanding Bonds;
(2) Reduce the rate of interest borne by the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of or interest on the Outstanding Bonds, or
impose any conditions with respect to such payment;
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(5) Affect the rights of the owners of less than all Bonds then Outstanding; or
(6) Change the minimum percentage of the Outstanding principal amount ofBonds necessary
for consent to such amendment.
(c) Notice. (i) If at any time the Board shall desire to amend this Resolution other than pursuant
to (a) above, the Board shall cause notice of the proposed amendment to be published in a financial
newspaper or journal of general circulation in The City ofNew York, New York or the State including in
the Texas Bond Reporter once during each calendar week for at least two (2) successive calendar weeks.
Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof
is on file at the principal office of the Paying Agent/Registrar for inspection by all owners of Bonds. Such
publication is not required, however, ifthe Board gives or causes to be given such notice in writing to each
Registered Owner of Bonds.
(ii) In the event Standard & Poor's Ratings Services and/or Moody's Investor Service, Inc.
maintains a rating on the Bonds, copies of any modification or amendment to this Resolution shall be sent
to Standard & Poor's Ratings Services and/or Moody's Investors Service, Inc., as applicable, at least ten
(10) days prior to the effective date thereof.
(d) Receipt of Consents. Whenever at any time not less than thirty (30) days, and within one (1)
year, from the date of the first publication of said notice or other service of written notice of the proposed
amendment the Board shall receive an instrument or instruments executed by all of the owners or the
owners of at least 51% in Outstanding principal amount of Bonds, as appropriate, which instrument or
instruments shall refer to the proposed amendment described in said notice and which specifically consent
to and approve such amendment in substantially the form of the copy thereof on file as aforesaid, the Board
may adopt the amendatory resolution in substantially the same form.
(e) Effect of Amendments Upon the adoption by the Board of any resolution to amend this
Resolution pursuant to the provisions of this Section, this Resolution shall be deemed to be amended in
accordance with the amendatory resolution, and the respective rights, duties, and obligations of the Board
and all the owners of then Outstanding Bonds and all future Bonds shall thereafter be determined,
exercised, and enforced under the resolution and this Resolution, as amended.
(f) Consent Irrevocabk Any consent given by any owner of Bonds pursuant to the provisions of
this Section shall be irrevocable for a period of six (6) months from the date of the first publication or other
service of the notice provided for in this Section, and shall be conclusive and binding upon all future
owners of the same Bonds during such period. Such consent may be revoked at any time after six (6)
months from the date of the first publication of such notice by the owner who gave such consent, or by a
successor in title, by filing notice thereof with the Registrar and the Board, but such revocation shall not
be effective if the owners of 51% in Outstanding principal amount of Bonds, prior to the attempted
revocation, consented to and approved the amendment.
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(g) Ownership. For the purpose of this Section, the ownership and other matters relating to all
Bonds registered as to ownership shall be determined from the Registration Books kept by the Paying
Agent/Registrar therefor. The Paying Agent/Registrar may conclusively assume that such ownership
continues until written notice to the contrary is served upon the Paying Agent/Registrar.
(h) Insurer Consent. Notwithstanding the foregoing provisions of this Section, so long as any
Insurer is not in payment default under its policy, no amendment or supplement to this Resolution may
become effective except upon obtaining the prior written consent of any such Insurer.
Section 24. COVENANTS REGARDING TAX -EXEMPTION OF INTEREST ON THE
BONDS. (a) Covenants. The Board covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations described in
section 103 of the Internal Revenue Code of 1986, as amended (the "IRS Code"), the interest on which
is not includable in the "gross income" ofthe holder for purposes of federal income taxation. In furtherance
thereof, the Board covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds
or the projects financed or refinanced therewith (less amounts deposited to a reserve fund, if any)
are used for any "private business use," as defined in section 141(b)(6) of the IRS Code or, if more
than 10 percent of the proceeds of the Bonds or the projects financed or refinanced therewith are
so used, such amounts, whether or not received by the Board, with respect to such private
business use, do not, under the terms of this Resolution or any underlying arrangement, directly
or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the
Bonds, in contravention of section 141(b)(2) of the IRS Code;
(2) to take any action to assure that in the event that the "private business use" described
in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
or refinanced therewith (less amounts deposited into a reserve fund, if any) then the amount in
excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the IRS Code, to the governmental
use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent ofthe proceeds ofthe Bonds (less amounts deposited into a reserve fund,
if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the IRS Code;
(4) to refrain from taking any action which would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the IRS Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the IRS Code;
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(6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly,
to acquire or to replace funds which were used, directly or indirectly, to acquire investment
property (as defined in section 148(b)(2) of the IRS Code) which produces a materially higher
yield over the term of the Bonds, other than investment property acquired with:
(A) proceeds ofthe Bonds invested for a reasonable temporary period ofthree (3)
years or less or, in the case of a refunding bond, for a period of thirty (30) days or less until
such proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund to
the extent such amounts do not exceed ten (10) percent of the proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the IRS Code (relating to arbitrage) and, to the extent applicable,
section 149(d) of the IRS Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings," within the meaning of section 148(0 of the IRS Code and to pay to the
United States of America, not later than sixty (60) days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section 148(0
of the IRS Code; and
(9) to assure that the proceeds of the Bonds will be used solely for new money projects.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund"
is hereby established by the Board for the sole benefit of the United States of America, and such fund shall
not be subject to the claim of any other person, including without limitation the bondholders. The Rebate
Fund is established for the additional purpose of compliance with section 148 of the IRS Code.
(c) Proceeds. The Board understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any)
and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the
understanding ofthe Board that the covenants contained herein are intended to assure compliance with the
IRS Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant
thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand
provisions of the IRS Code, as applicable to the Bonds, the BCRUA will not be required to comply with
any covenant contained herein to the extent that such failure to comply, in the opinion of nationally
recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest
on the Bonds under section 103 of the IRS Code. In the event that regulations or rulings are hereafter
BCRUA: CP\KRevBonds08
20
promulgated which impose additional requirements which are applicable to the Bonds, the BCRUA agrees
to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized
bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under
section 103 of the IRS Code. In furtherance of such intention, the BCRUA hereby authorizes and directs
the BCRUA Representative to execute any documents, certificates or reports required by the IRS Code
and to make such elections, on behalf of the BCRUA, which may be permitted by the IRS Code as are
consistent with the purpose for the issuance of the Bonds.
(d) Allocation Of and Limitation On, Expenditures for the Project. The BCRUA covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 2 of this Resolution (the "Project") on its books and records in accordance with the
requirements ofthe IRS Code. The Board recognizes that in order for the proceeds to be considered used
for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the
later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than
three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the
Board recognizes that in order for proceeds to be expended under the IRS Code, the sale proceeds or
investment earnings must be expended no more than sixty (60) days after the earlier of (1) the fifth (5th)
anniversary ofthe delivery of the Bonds, or (2) the date the Bonds are retired. The Board agrees to obtain
the advice of nationally -recognized bond counsel if such expenditure fails to comply with the foregoing to
assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes
of this subsection, the Board shall not be obligated to comply with this covenant if it obtains an opinion of
nationally -recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
(e) Disposition of Project. The BCRUA covenants that the property constituting the BCRUA
Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Board of cash
or other compensation, unless the Board obtains an opinion of nationally -recognized bond counsel that
such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes
ofthis subsection, the portion ofthe property comprising personal property and disposed of in the ordinary
course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes of this subsection, the Board shall not be obligated to comply with this covenant if it obtains an
opinion of nationally -recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
Section 25. RESOLUTION TO CONSTITUTE A CONTRACT; EQUAL SECURITY. In
consideration of the acceptance of the Bonds, the issuance of which is authorized hereunder, by those who
shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract
between the Board and the Registered Owners from time to time ofthe Bonds and the pledge made in this
Resolution by the Board and the covenants and agreements set forth in this Resolution to be performed
by the Board shall be for the equal and proportionate benefit, security, and protection of all Registered
Owners, without preference, priority, or distinction as to security or otherwise of any of the Bonds
authorized hereunder over any of the others by reason of time of issuance, sale, or maturity thereof or
otherwise for any cause whatsoever, except as expressly provided in or permitted by this Resolution.
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Section 26. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the
covenants, agreements, or provisions herein contained shall be held contrary to any express provisions of
law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or
shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null
and void and shall be deemed separable from the remaining covenants, agreements, or provisions and shall
in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder.
Section 27. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. Except as provided
to the contrary in the FORM OF BOND, whenever under the terms of this Resolution or the Bonds, the
performance date of any provision hereof or thereof, including the payment of principal of or interest on
the Bonds, shall occur on a day other than a Business Day, then the performance thereof, including the
payment of principal of and interest on the Bonds, need not be made on such day but may be performed
or paid, as the case may be, on the next succeeding Business Day with the same force and effect as if made
on the date of performance or payment.
Section 28. LIMITATION OF BENEFITS WITH RESPECT TO THE RESOLUTION.
With the exception of the rights or benefits herein expressly conferred, nothing expressed or contained
herein or implied from the provisions of this Resolution or the Bonds is intended or should be construed
to confer upon or give to any person other than the Board, the Registered Owners, and the Paying
Agent/Registrar, any legal or equitable right, remedy, or claim under or by reason of or in respect to this
Resolution or any covenant, condition, stipulation, promise, agreement, or provision herein contained. This
Resolution and all of the covenants, conditions, stipulations, promises, agreements, and provisions hereof
are intended to be and shall be for and inure to the sole and exclusive benefit of the Board, the Registered
Owners, and the Paying Agent/Registrar as herein and therein provided.
Section 29. CUSTODY, APPROVAL, BOND COUNSEL'S OPINION, CUSIP NUMBERS,
PREAMBLE AND INSURANCE. The BCRUA Representative is hereby authorized to have control
of the Bonds issued hereunder and all necessary records and proceedings pertaining to the Bonds pending
their delivery and approval by the Attorney General of the State. The BCRUA Representative is hereby
authorized, to the extent deemed necessary or advisable thereby, in the discretion thereof, to request that
the Attorney General approve the Bonds as permitted by Chapter 1202, Texas Government Code, in which
case the BCRUA Representative also is authorized to request the Comptroller of Public Accounts register
the Bonds, and to cause an appropriate legend reflecting such approval and registration to appear on the
Bonds and the substitute Bonds. The approving legal opinion of the Board's Bond Counsel and the
assigned CUSIP numbers may, at the option of the Board, be printed on the Bonds and on any Bonds
issued and delivered in exchange or replacement of any Bond, but neither shall have any legal effect, and
shall be solely for the convenience and information of the Registered Owners of the Bonds. The preamble
to this Resolution is hereby adopted and made a part of this Resolution for all purposes. If insurance is
obtained on any of the Bonds, the Bonds shall bear, as appropriate and applicable, a legend concerning
insurance as provided by the municipal bond insurance company issuing any such insurance.
Section 30. COMPLIANCE WITH RULE 15c2-12. (a) Annual Reports (i) The Board shall
provide annually to each NRMSIR and any SID, within six months after the end of each Fiscal Year ending
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22
in or after 2009, financial information and operating data with respect to the Board including financial
statements ofthe BCRUA, and general financial and operating information ofthe general type included in
the application to the Texas Water Development Board for financial assistance. Any financial statements
so to be provided shall be prepared in accordance with the accounting principles described in Exhibit "F"
hereto, or such other accounting principles as the Board may be required to employ from time to time
pursuant to state law or regulation. If the Board commissions an audit of such statements and the audit is
completed within the period during which they must be provided, a copy of such audit also shall be
provided in accordance with the Rule. If any such audit of such financial statements, if one is commissioned
by the Board, is not complete within such period, then the Board shall provide unaudited financial
statements within the required time period and audited financial statements for the applicable fiscal year to
each NRMSIR and any SID, when and if the audit report on such statements become available.
(ii) If the Board changes its Fiscal Year, it will notify each NRMSIR and any SID of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the Board otherwise would
be required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in one or
more documents or may be included by specific reference to any document (including an official statement
or other offering document, if it is available from the MSRB) that theretofore has been provided to each
NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The Board shall notify any SID and each NRMSIR, in a timely
manner, of any of the following events with respect to the Bonds, if such event is material within the
meaning of the federal securities laws:
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(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;
(v) Substitution of credit or liquidity providers, or their failure to perform;
(vi) Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
(vii) Modifications to rights of holders of the Bonds;
(viii) Bond calls;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the Bonds; and
23
(xi) Rating changes.
The Board shall notify any SID and each NRMSIR, in a timely manner, of any failure by the Board to
provide financial information or operating data in accordance with subsection (a) ofthis Section by the time
required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The Board shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the Board remains
an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Board in
any event will give notice of any deposit made in accordance with this Resolution or applicable law that
causes the Bonds no longer to be Outstanding.
(ii) The provisions of this Section are for the sole benefit of the Registered Owners and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The Board undertakes to provide only the
financial information, operating data, financial statements, and notices which it has expressly agreed to
provide pursuant to this Section and does not hereby undertake to provide any other information that may
be relevant or material to a complete presentation of the Board's financial results, condition, or prospects
or hereby undertake to update any information provided in accordance with this Section or otherwise,
except as expressly provided herein. The Board does not make any representation or warranty concerning
such information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) Any filing required by this Section may be made solely with a central post office approved
for such purposes by the SEC, such as the Texas Municipal Advisory Council (the "MAC") as provided
at http://www.disclosureusa.org, for submission to the NRMSIRs and SID (without also separately
submitting such filings to the NRMSIRs and SID by some other means) so long as such filing is acceptable
to the SEC.
(iv) UNDER NO CIRCUMSTANCES SHALL THE BOARD BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,
IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE BOARD, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
NOTHING IN THIS RESOLUTION SHALL BE CONSTRUED AS A WAIVER OF THE
CONSTITUTIONAL, STATUTORY OR COMMON LAW IMMUNITIES OR DEFENSES OF THE
BOARD, WHICH IMMUNITIES AND DEFENSES ARE HEREBY AND HERETO AFFIRMED.
(v) No default by the Board in observing or performing its obligations under this Section shall
comprise a breach of or default under this Resolution for purposes of any other provision of this
Resolution. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties
of the Board under federal and state securities laws.
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(vi) The provisions of this Section may be amended by the Board 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 Board, but only if (1) the provisions of this Section, as
so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule
since such offering as well as such changed circumstances and (2) either (a) the Registered Owners of a
majority in aggregate principal amount (or any greater amount required by any other provision of this
Resolution that authorizes such an amendment) of the Bonds then outstanding consent to such amendment
or (b) a person that is unaffiliated with the Board (such as nationally recognized bond counsel) determined
that such amendment will not materially impair the interest of the registered owners and beneficial owners
of the Bonds. If the Board so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (a) of this Section an
explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type
of financial information or operating data so provided. The Board may also amend or repeal the provisions
of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule
or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and
to the extent that the provisions of this sentence would not prevent an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds.
Section 31. APPLICATION OF BOND PROCEEDS. Proceeds from the sale of the Bonds
shall, promptly upon receipt thereof, be applied by the BCRUA Representative as follows: an amount
sufficient to accomplish the purposes of Section 2 shall be deposited in the Escrow Fund or Construction
Fund as authorized by the Texas Water Development Board.
Any sale proceeds of the Bonds remaining after making all deposits and payments provided for
above shall be applied to the payment of interest on the Bonds.
Section 32. DEFEASANCE PROVISIONS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this
Resolution, except to the extent provided in subsections (c) and (e) of this Section, when payment of the
principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be
by reason ofmaturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made
in accordance with the terms thereof (including the giving of any required notice of redemption or the
establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for
on or before such due date by irrevocably depositing with or making available to the Paying
Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of
the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an
independent public accounting firm of national reputation to mature as to principal and interest in such
amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to
provide for such payment and when proper arrangements have been made by the BCRUA with the Paying
Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all
Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time
as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest
thereon shall no longer be secured by, payable from, or entitled to the benefits of, the Bond Payments as
BCRUA: CP\KRevBonds08
25
provided in this Resolution, and such principal and interest shall be payable solely from such money or
Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as
aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment
of irrevocable provisions for the giving of such notice, in accordance with this Resolution. Any money so
deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided
in this Section may at the discretion of the BCRUA also be invested in Defeasance Securities, maturing in
the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in
possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this
Section which is not required for the payment of such Bond and premium, if any, and interest thereon with
respect to which such money has been so deposited, shall be remitted to the BCRUA.
(c) Notwithstanding any provision of any other Section of this Resolution which may be contrary
to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant
to the provisions of this Section for the payment of principal ofthe Bonds and premium, if any, and interest
thereon, shall be applied to and used solely for the payment of the particular Bonds and premium, if any,
and interest thereon, with respect to which such money or Defeasance Securities have been so set aside
in trust. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
defeased, and the BCRUA shall make proper arrangements to provide and pay for such services as
required by this Resolution.
(d) Notwithstanding anything elsewhere in this Resolution, if money or Defeasance Securities have
been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial
bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually
paid in full, no amendment of the provisions of this Section shall be made without the consent of the
registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon
the defeasance of any Defeased Bond to be paid at its maturity, the BCRUA retains the right under State
law to later call that Defeased Bond for redemption in accordance with the provisions of this Resolution,
the BCRUA may call such Defeased Bond for redemption upon complying with the provisions of State
law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such
Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the
Defeased Bond and the effect ofthe redemption is taken into account in determining the sufficiency ofthe
provisions made for the payment of the Defeased Bond.
Section 33. TEXAS WATER DEVELOPMENT BOARD MATTERS. The provisions of
this Section shall apply so long as the Bonds, or any of them, are owned by the Texas Water Development
Board.
(a) Annual Audit Reporting. The BCRUA shall provide to the Development Fund Manager of
the Texas Water Development Board, without the necessity of a written request therefor, a copy of the
BCRUA: CP\KRevBonds08
26
BCRUA's annual audit report, to be submitted without charge, within 120 days of the close of each
BCRUA fiscal year.
(b) As -Built Plans. The BCRUA shall provide to the Texas Water Development Board a full and
complete set of"as-built" plans relating to the BCRUA Project, promptly upon completion of such project.
(c) Final Accounting. Upon completion of the BCRUA Project, the BCRUA shall render a final
accounting of the cost of such project to the Texas Water Development Board. If the total cost of such
project, as finally completed, is less than originally estimated, so that the proper share of the participation
by the Texas Water Development Board in such project is reduced, the BCRUA shall return to the Texas
Water Development Board the amount of such excess to the nearest multiple of the denomination of the
Bonds, whereupon the Texas Water Development Board shall cancel and return to the BCRUA a like
amount of said Bonds held by the Texas Water Development Board. The Bonds to be canceled and
returned shall be chosen in inverse order of maturity. The remainder of any such excess, an amount less
than $5,000, shall be deposited into the Debt Service Fund.
(d) Covenant to Abide with Rules. The BCRUA will abide with all applicable laws of the State
of Texas and Rules of the Texas Water Development Board relating to the loan of funds evidenced by the
Bonds and the project for which the Bonds are issued, sold and delivered.
(e) Records and Accounts. The BCRUA agrees and covenants that it will maintain current,
accurate and complete records and accounts regarding the BCRUA Project in accordance with 31 TAC
375.71(a)(2)(G).
(f) Environmental Determinations. The BCRUA agrees and covenants that it will comply with
any special conditions of the Executive Administrator's environmental determination in accordance with
31 TAC 375.71(a)(8).
(g) Environmental Expenditures. The BCRUA covenants and agrees that none of the proceeds
of the Bonds will be expended on costs incurred or to be incurred relating to the sampling, testing,
removing or disposing of potentially contaminated soils and/or media at the project site.
(h) Indemnification. The BCRUA further agrees, to the extent permitted by law and solely from
funds provided by Cedar Park under the Contract, to indemnify, hold harmless and protect the Texas Water
Development Board from any and all claims or causes of action arising from the sampling, analysis,
transport, removal and off-site disposition of any contaminated media that may be generated by the
BCRUA, its contractors, consultants, agents, officials and employees as a result of activities related to the
BCRUA.
(i) Water Conservation Plan. Cedar Park has agreed to implement the Texas Water Development
Board approved water conservation plan.
BCRUA: CP\KRevBondso8
27
Section 34. FURTHER PROCEDURES. The President of the Board, the BCRUA
Representative, and all other officers, employees, and agents of the Board, and each of them, shall be and
they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge, and deliver in the name and under the
corporate seal and on behalf of the Board all such instruments, whether or not herein mentioned, as may
be necessary or desirable in order to carry out the terms and provisions of this Resolution, the Bonds, the
sale and delivery of the Bonds and fixing all details in connection therewith. The BCRUA Representative
is authorized to sign this Resolution.
Section 35. DTC LETTER OF REPRESENTATION. The Board approves execution by the
BCRUA Representative and delivery to DTC of a "Blanket Letter of Representations" with respect to the
utilization by the Board ofDTC's book -entry -only system and the Board intends to utilize such book -entry -
only system in connection with the Bonds.
Section 36. BOND INSURANCE. (a) In connection with the sale of the Bonds, the Board may
obtain municipal bond insurance policies from one or more municipal bond insurers (the "Insurer") to
guarantee the full and complete payment required to be made by or on behalf of the Board on some or all
of the Bonds as determined by the BCRUA Representative. The BCRUA Representative is hereby
authorized to sign a commitment letter with the Insurer and to pay the premium for the bond insurance
policies at the time of the delivery of the Bonds out of the proceeds of sale of the Bonds or from other
available funds and to execute such other documents and certificates as necessary in connection with the
bond insurance policies as he or she may deem appropriate. Printing on Bonds covered by the bond
insurance policies a statement describing such insurance, in form and substance satisfactory to the Insurer
and the BCRUA Representative, is hereby approved and authorized. The Award Certificate may contain
provisions related to the bond insurance policies, including payment provisions thereunder, and the rights
of the Insurer or Insurers, and any such provisions shall be read and interpreted as an integral part of this
Resolution.
(b) As long as an Insurer is not in default on the related Insurance Policy for the Bonds, the Insurer
of a Series shall be deemed to be the sole Registered Owner of such Bonds insured by it for all purposes
of this Resolution.
Section 37. REPEAL OF CONFLICTING RESOLUTIONS. All resolutions and all parts of
any resolutions which are in conflict or inconsistent with this Resolution are hereby repealed and shall be
of no further force or effect to the extent of such conflict or inconsistency.
Section 38. PUBLIC NOTICE. It is hereby found and determined that each of the officers and
members of the Board was duly and sufficiently notified officially and personally, in advance, of the time,
place, and purpose of the Meeting at which this Resolution was adopted; that this Resolution would be
introduced and considered for adoption at said meeting; and that said meeting was open to the public, and
public notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551,
Texas Government Code.
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28
Section 39. NO PERSONAL LIABILITY. No covenant or agreement contained in the Bonds,
this Resolution or any corollary instrument shall be deemed to be the covenant or agreement of any
member of the Board or any officer, agent, employee or representative of the Board in his individual
capacity, and neither the directors, officers, agents, employees or representatives of the Board nor any
person executing the Bonds shall be personally liable thereon or be subject to any personal liability for
damages or otherwise or accountability by reason of the issuance thereof, or any actions taken or duties
performed, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition
of and in consideration for the issuance of the Bonds.
Section 40. CREDIT AGREEMENTS. To the extent permitted by law, the BCRUA
reserves the right to enter into Credit Agreements in connection with the Bonds, upon the written opinion
of the BCRUA Representative that such Credit Agreements are in the best interest of the BCRUA given
the market conditions at the time. The Credit Agreements will constitute a Credit Agreement as defined
in this Resolution. Credit Agreements and the obligations thereunder may, pursuant to their terms,
constitute (i) debt secured by a pledge of the Bond Payments on parity with the Bonds Similarly Secured
(ii) debt secured by an inferior lien secured by a pledge of the Bond Payments subordinate to the Bonds
Similarly Secured or (iii) partially parity and partially inferior lien.
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29
PASSED AND ADOPTED on the 3rd day of June, 2009.
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E -
EXHIBIT F -
EXHIBIT G
- Definitions
- Award Certificate
- Form of Bond
- Paying Agent/Registrar Agreement
Escrow Agreement
Continuing Disclosure
- Contract
BCRUA: CP\KRevBondso8
S-1
BRUSHY CREEK REGIONAL
UTILITY AUTHORITY, INC.
BCRUA Representative
EXHIBIT A
DEFINITIONS
As used in this Resolution, the following terms and expressions shall have the meanings set forth
below, unless the text in this Resolution specifically indicates otherwise.
The term Additional Bonds shall mean the obligations issued in accordance with the terms and
conditions prescribed in Section 17 hereof.
The term Annual Payments shall have the meaning given in the Contract.
The term Authorized Denominations shall mean with respect to the Bonds the denomination of
$5,000 or any integral multiple thereof.
The term Average Annual Debt Service Requirements shall mean that average amount which, at
the time of computation, will be required to pay the Debt Service Requirements on all outstanding Bonds
Similarly Secured when due (either at Stated Maturity or mandatory redemption) and derived by dividing
the total of such Debt Service Requirement by the number of Fiscal Years then remaining before Stated
Maturity of such Bonds Similarly Secured. For purposes of this definition, a fractional period of a Fiscal
Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from Bond proceeds
shall be excluded in making the aforementioned computation.
The Term Award Certificate shall mean the Certificate executed by the BCRUA Representative
in connection with the Bonds that establishes the terms of the Bonds issued pursuant to Section 3 of this
Resolution.
The term BCRUA shall mean Brushy Creek Regional Utility Authority, Inc. and any other public
agency succeeding to the powers, rights, privileges and functions of the BCRUA and, when appropriate,
the Board of Directors of the BCRUA.
The term BCRUA Project shall mean, collectively, the Land Interests and the improvements
described in the recitals to the Contract and further described in the Preliminary Design Report, and as
shown on Exhibit "G" to the Contract. Without limitation the BCRUA Project includes the facilities, lines,
intake structures, storage tanks, booster pumps and other appurtenances in the BCRUA Project as
described in the Preliminary Design Report and owned by the BCRUA sufficient to treat the raw water and
deliver the treated water to which the Cities, respectively, are entitled under the Contract.
The term BCRUA Project Costs means and includes, without limitation, the following costs
incurred for the BCRUA Project by or on behalf of the BCRUA or the Cities: (i) the cost of acquisition
of the Land Interests, including appraisals, closing costs and title insurance policies; (ii) the cost of
acquisition, construction, repair, replacement, improvement or decommissioning of the Facilities, and any
structure, item of equipment, or other item, used for, or in connection with, the BCRUA Project; (iii) the
cost of site preparation of the Land Interests, including demolition or removal of structures and
BCRUA: CPW2evBonds08
improvements as necessary or incident to accomplishing the BCRUA Project; (iv) the cost of engineering,
legal, architectural or other related services; (v) the preparation cost of plans, specifications, studies,
surveys, cost estimates, and other expenses necessary or incident to planning, providing, or financing the
BCRUA Project; (vi) the cost of machinery, equipment, furnishings, and facilities necessary or incident to
placing the BCRUA Project in operation; (vii) finance charges and interest before, during, and after
construction as permitted by the laws of the State; (viii) costs incurred in connection with financing the
BCRUA Project, including, without limitation: (1) financing, legal, accounting, financial advisory, rating
agency, and auditing fees, expenses an disbursements; (2) the cost of printing, engraving, and reproduction
services; and (3) the cost ofa trustee's or paying agent's initial or acceptance fee and subsequent fees; (ix)
all costs, fees and expenses of litigation of all kinds; (x) the cost of property casualty and public liability
insurance; (xi) the fees and costs of the Purchaser as the anticipated purchasers of the Bonds; (xii)
reimbursement ofthe costs previously incurred by the Cities with respect to the BCRUA Project; and (xiii)
other costs generally recognized as part of BCRUA Project construction costs.
The term BCRUA Representative shall mean the President of the Board of the BCRUA or in his
absence the General Manager of the BCRUA or such other person authorized by the Board to act as a
BCRUA Representative.
The term Bond Payments shall mean the payments defined as "Bond Payments" within the
Contract that the BCRUA expects to receive from the City of Cedar Park, Texas pursuant to the terms of
the Contract.
The term Bonds shall mean and include collectively the Bonds issued and delivered pursuant to this
Resolution and the Award Certificate for the Bonds and all substitute Bonds exchanged therefor, as well
as all other substitute bonds and replacement bonds issued pursuant hereto, and the term Bond shall mean
any of the Bonds.
The term Bonds Similarly Secured shall mean the Bonds issued pursuant to this Resolution and
any Additional Bonds hereafter issued by the BCRUA or bonds issued to refund any of the foregoing if
issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured
by a lien on and pledge of the Bond Payments.
The term Business Day shall mean any day which is not a Saturday, Sunday, legal holiday, or a day
on which banking institutions in The City of New York, New York or in the city where the Designated
Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close.
The term Cedar Park or City means the City of Cedar Park, Texas, a home -rule municipality.
The term Cedar Park System shall mean the combined water and wastewater system of Cedar Park
together with all future extensions, improvements, enlargements, and additions thereto, including, to the
extent permitted by law, storm sewer and drainage and/or reclaimed water systems which are integrated
with the waterworks or wastewater disposal system, and all replacements thereof, provided that,
notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term
Cedar Park System shall not include any waterworks or wastewater facilities which are declared by Cedar
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Park not to be a part of the Cedar Park System and which are hereafter acquired of constructed by Cedar
Park with the proceeds from the issuance of "Special Facilities Bonds," which are not secured by or payable
from the net revenues of the Cedar Park System, but which are secured by and are payable solely from
special contract revenues, or payments received from Cedar Park or any other legal entity, or any
combination thereof, in connection with such facilities; and such revenues or payments shall not be
considered as or constitute gross revenues of the Cedar Park System, unless and to the extent otherwise
provided in the ordinance or ordinances authorizing the issuance of such "Special Facilities Bonds."
The term Cedar Park Utility Bonds shall mean the bonds, notes or other obligations issued by
Cedar Park secured by a lien on and pledge of the net revenues of the Cedar Park System or any part
thereof regardless of lien priority including such bonds, notes or other obligations now or hereafter
outstanding.
The term Certified Public Accountant shall mean an independent certified public accountant or
firm of independent certified public accountants.
The term Closing Date shall mean the date of physical delivery ofthe Initial Bond issued pursuant
to this Resolution for the payment in full by the Purchaser.
The term Contract shall mean the Master Contract for the Financing, Construction and Operation
of the BCRUA Regional Water Treatment and Distribution Project, dated as of September 2, 2008, as
amended by the First Amendment to the Master Contract for the Financing, Construction and Operation
ofthe BCRUA Regional Water Treatment and Distribution Project dated as ofFebruary 12, 2009 together
with any additional amendments and supplements thereto (which by the term of such instrument is
designated as a supplement or amendment to such Contract), a copy of such Contract being attached
hereto as Exhibit "G".
The term Credit Agreement shall mean an Insurance Policy, a surety bond (including any
supporting Insurance Agreement), a letter or line of credit or other type of enhancement issued in support
of any Bonds or Additional Bonds by a Credit Agreement Provider at the request of the BCRUA.
The term Credit Agreement Provider shall mean (i) with respect to any Credit Agreement
consisting of a policy of municipal bond insurance or a surety bond, an issuer of policies of insurance
insuring the timely payment of scheduled debt service on governmental obligations such as the Bonds or
Additional Bonds, provided that a Rating Agency having an outstanding rating on the Bonds or Additional
Bonds would rate the Bonds or Additional Bonds upon delivery of the Bonds or Additional Bonds fully
insured by a standard policy issued by the issuer in its highest generic rating category for such obligations;
and (ii) with respect to any Credit Agreement consisting of a letter or line of credit, any financial institution,
provided that a Rating Agency having an outstanding rating on the Bonds or Additional Bonds would rate
the Bonds or Additional Bonds in one of its two highest generic rating categories for such obligations if
the letter or line of credit proposed to be issued by such financial institution secured the timely payment of
the entire principal amount of the Bonds or Additional Bonds and the interest thereon.
BCRUA: CP\KRevBonds08
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The term Debt Service Fund shall mean the special fund or account created and established by the
provisions of Section 10(a) of this Resolution.
The term Debt Service Requirements shall mean as of any particular date of computation, with
respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set
aside by the BCRUA as of such date or in such period for the payment of the principal of, premium, if any,
and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without
a fixed numerical rate, that such obligations bear interest calculated by (a) either (i) an interest rate equal
to the average rate borne by such Bonds (or by comparable debt in the event that such Bonds have not
been outstanding during the preceding 24 months) for any 24 month period ending within 30 days prior
to the date of calculation, (ii) if the Bonds bear interest at tax-exempt rates, an interest rate equal to the 24
month average ofthe Index (as most recently published in The Bond Buyer), unless such index is no longer
published in The Bond Buyer, in which case the index to be used in its place shall be that index which the
BCRUA Representative determines most closely replicates such index as set forth in a certificate of a
BCRUA Representative, (iii) if the Bonds bear interest at taxable rates, an interest rate equal to the rate
of the 30 day London Interbank Offered Rate, (iv) that interest rate which, in the judgment ofthe BCRUA
Representative, based, to the extent possible, upon an accepted market index which corresponds with the
provisions of the subject Bonds, is the average rate anticipated to be in effect with respect to such Bonds
or (v) that interest rate which, in the judgment of the BCRUA Representative, based upon the interest rate
methodology in the applicable Credit Agreement if calculating payments under a Credit Agreement, is the
average rate anticipated to be in effect; and (b) that the debt service of such bonds is amortized such that
annual debt service is substantially level over the remaining stated life of such bonds, and further assuming
in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory
redemption provisions applicable thereto.
The term Defeasance Securities shall mean (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are unconditionally
guaranteed or insured by the agency or instrumentality and that, on the date the Board adopts or approves
proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow
to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized
investment rating firm not less than "AAA" or its equivalent, and (iii) noncallable obligations of a state or
an agency or a county, municipality, or other political subdivision of a state that have been refunded and
that, on the date the Board adopts or approves proceedings authorizing the issuance of refunding bonds
or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to
investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent.
The term Depository shall mean an official depository bank of the BCRUA.
The term Designated Trust Office shall have the meaning ascribed to said term in Section 5(b) of
this Resolution.
The term DTC shall mean The Depository Trust Company, New York, New York, or any
successor securities depository.
BCRUA: CP\KRevBonds08
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The term DTC Participant shall mean securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations on whose behalfDTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
The term Federal Securities shall mean direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of America
(including Interest Strips of the Resolution Funding Corporation).
The term Fiscal Year shall mean the twelve month accounting period used by the BCRUA in
connection with the operation of the BCRUA Project, currently ending on September 30th of each year,
which may be any twelve consecutive month period established by the BCRUA, but in no event may the
Fiscal Year be changed more than one time in any three calendar year period.
The term Fitch shall mean Fitch Investors Service, L.P., its successors and their assigns, and, if
such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities
rating agency, Fitch shall be deemed to refer to any other nationally recognized securities rating agency
designated by the BCRUA.
The term Funds shall mean the Debt Service Fund and Construction Fund created and held
pursuant to this Resolution.
The term Government Securities shall mean (i) direct noncallable obligations of the United States,
including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable
obligations of an agency or instrumentality of the United States, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing
body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are
rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent; or (iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent.
The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds,
while any of the Bonds remain Outstanding as established in the Award Certificate.
The term IRS Code shall mean the Internal Revenue Code of 1986, as amended.
The term Land Interests shall mean the fee simple interests and/or the easements, right-of-way and
other interests in real property necessary for the acquisition, construction and operation of the BCRUA
Project.
The termMaintenance and Operation Expenses shall mean the expenses necessary to provide for
the administration, efficient operation and adequate maintenance of the BCRUA's System, including the
BCRUA: CP\KRevBonds08
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cost of purchasing water, paying necessary wages, salaries, and benefits, the acquisition of property and
materials necessary to maintain the System in good condition and to operate it efficiently, together with
such other costs and expenses as may now or hereafter be defined by law as proper maintenance and
operation expenses of the System, including Operation and Maintenance Expenses (as defined in the
Contract).
The term Maturity shall mean the date on which the principal of a Bond becomes due and payable
as therein and herein provided, whether at Stated Maturity, by redemption or otherwise.
The termMoody's shall mean Moody's Investors Service, Inc., its successors and their assigns, and,
if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities
rating agency, Moody's shall be deemed to refer to any other nationally recognized securities rating agency
designated by the BCRUA.
The term MSRB shall mean the Municipal Securities Rulemaking Board.
The term NRMSIR shall mean each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule from time
to time.
The term Outstanding shall mean when used in this Resolution with respect to Bonds means, as
of the date of determination, all Bonds of any series issued and delivered pursuant to this Resolution,
except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2) those Bonds for which payment has been duly provided by the BCRUA in
accordance with the provisions of Section 32 ofthis Resolution by the irrevocable deposit with the
Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or
both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon
to maturity or redemption, as the case may be, provided that, if such Bonds are to be redeemed,
notice of redemption thereof shall have been duly given pursuant to this Resolution or irrevocably
provided to be given to the satisfaction of the Paying Agent/Registrar, or waived; and
(3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement
Bonds have been registered and delivered in lieu thereof as provided in Section 5(O of this
Resolution.
The terms Paying Agent/Registrar, Paying Agent or Registrar shall mean the agent appointed
pursuant to Section 5 of this Resolution or any successor to such agent.
The term Preliminary Design Report shall mean, collectively, the following described documents:
BCRUA: CP\KRevBonds08
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(i) Treatment Plant PDR, "Brushy Creek Regional Water Treatment Plant; Preliminary Design
Report" prepared by Camp Dresser & McKee, Inc., dated July, 2008;
(ii) Raw Water PDR, "Brushy Creek Regional Water Supply Project — Phase 1 Raw Water
Facilities — Floating Intake and Raw Water Pipeline; Preliminary Design Report" prepared by
Carter & Burgess, Inc., dated October 2007;
(iii) Treated Transmission Main, Segment 1 PDR, "Brushy Creek Regional Utility Authority 78
inch Water Transmission Main Preliminary Engineering Report" prepared by Lockwood, Andrews
& Newman, Inc., dated May 24, 2007; and
(iv) Treated Transmission Main, Segment 2C PDR, "Preliminary Engineering Report — Treated
Water Transmission Line Segment 2C" prepared by K. Friese & Associates, Inc., dated September
2007.
The term Purchaser shall mean the Texas Water Development Board.
The term Rating Agencies shall mean S&P, Moody's and/or Fitch according to which of such
rating agencies then rates the Bonds or Additional Bonds of the applicable series; and provided that if
neither of such rating agencies then rates any series of Bonds or Additional Bonds of such series, the term
"Registered Owner" shall refer to any national rating agency (if any) which provides such rating.
The term Record Date shall mean, with respect to the Bonds, the Business Day of each month as
set forth in the Award Certificate.
The term Registration Books shall mean the books or records relating to the registration, payment
and transfer or exchange of the Bonds maintained by the Paying Agent/Registrar pursuant to Section 5 of
this Resolution.
The term Registered Owner shall mean the entity or person in whose names any of the Bonds are
registered in the Registration Books.
The term Resolution shall mean this resolution adopted by the Board on June 3, 2009.
The term Rule shall mean SEC Rule 15c2-12, as amended from time to time.
The term S&P shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., its successors and their assigns, and, if such corporation shall be dissolved or liquidated
or shall no longer perform the functions of a securities rating agency, S&P shall be deemed to refer to any
other nationally recognized securities rating agency designated by the BCRUA.
The term SEC shall mean the United States Securities and Exchange Commission.
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The term SID shall mean any person designated by the State or an authorized department, officer,
or agency thereof as, and determined by the SEC or its staffto be, a state information depository within
the meaning of the Rule from time to time.
The term Special Project Bonds shall mean obligations which the BCRUA expressly reserves the
right to issue in Section 15 of this Resolution.
The term State shall mean the State of Texas.
The term StatedMaturity shall mean, when used with respect to the Bonds, the scheduled maturity
or mandatory sinking fund redemption date of a series of the Bonds.
BCRUA: CPUCRevBonds08
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EXHIBIT B
AWARD CERTIFICATE
BCRUA: CP\KRevBondso8
EXHIBIT C
FORM OF BOND
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
CITY OF CEDAR PARK, TEXAS CONTRACT REVENUE BONDS
SERIES
(BRUSHY CREEK REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT)
BOND DATE: STATED MATURITY: INTEREST RATE: CUSIP No.:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The Brushy Creek Regional Utility Authority, Inc. (the "BCRUA"), a non-profit corporation of
the State of Texas, with its principal office in , Texas, for value received, hereby promises to
pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated
Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have
been paid upon prior redemption), and to pay interest on the unpaid principal amount hereof from the Bond
Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed
on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on ' and
of each year commencing
Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the
"Holder") upon presentation and surrender, at a corporate trust office of the Paying Agent/Registrar
executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to
As provided in the Award Certificate. To the extent that the Award Certificate relating to the Bonds is inconsistent with any provisions in this Form
of Bond or contains information to complete missing information in this Form of Bond, the language in the Award Certificate shall be used in the
executed Bonds.
BCRUA: CP\KRevBonds08
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the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Resolution hereinafter
referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the
close of business on the Record Date, which is the fifteenth day ofthe month next preceding each interest
payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of
the United States of America which at the time of payment is legal tender for the payment of public and
private debts. In addition, interest may be paid by such other method, acceptable to the Texas Water
Development Board, or such other Registered Owner, requested by, and at the risk and expense, of the
Registered Owner; provided, however, that ifthis Bond is owned by the Texas Water Development Board,
interest will be paid by wire transfer or other method acceptable to the Texas Water Development Board,
and there will be no charge.
This Bond is one of the series specified in its title issued in the aggregate principal amount of
$ , (the "Bonds") pursuant to a resolution adopted by the governing body of the BCRUA (the
"Resolution"), to pay: (i) CEDAR PARK'S SHARE OF THE COSTS OF CONSTRUCTING,
ACQUIRING, IMPROVING AND/OR EXPANDING THE BCRUA PROJECT INCLUDING BUT
NOT LIMITED TO LAND INTERESTS, TEMPORARY INTAKE STRUCTURE, STORAGE
TANKS, LINES, BOOSTER PUMPS, TREATMENT FACILITIES AND OTHER
APPURTENANCES NECESSARY FOR THE DELIVERY, TREATMENT AND TRANSMISSION
OF RAW WATER AND ACQUIRING EASEMENTS, RIGHTS-OF-WAY AND OTHER INTERESTS
IN LAND OR OTHER FACILITIES NECESSARY FOR THE WITHDRAWAL, DIVERSION
DELIVERY, TRANSMISSION AND TREATMENT OF RAW WATER ALL AS DESCRIBED IN
THE PRELIMINARY DESIGN REPORT AND (ii) THE COSTS OF ISSUANCE OF THE BONDS.
The Bonds stated to mature on and after ` may be redeemed prior to their Stated
Maturities, at the option of the BCRUA, on *, or on any date thereafter, in whole or in part,
and, if in part, the BCRUA shall in inverse order of maturity select and designate the maturity or maturities
in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at
random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued
interest to the date of redemption, and upon thirty (30) days prior written notice being given by United
States mail, first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms
and provisions relating thereto contained in the Resolution. If this Bond is subject to redemption prior to
Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in
installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all ofthe principal
sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon
the surrender ofthis Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds
of like Stated Maturity and interest rate in any authorized denominations provided in the Resolution for
the then unredeemed balance of the principal sum hereof.
If this Bond (or any portion ofthe principal sum hereof) shall have been duly called for redemption
and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the
As provided in the Award Certificate. To the extent that the Award Certificate relating to the Bonds is inconsistent with any provisions in this Form
of Bond or contains information to complete missing information in this Form of Bond, the language in the Award Certificate shall be used in the
executed Bonds.
BCRUA: CP\KRevBonds08
C-2
principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the
redemption price and the interest accrued on the principal amount to be redeemed to the date of
redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to
accrue and be payable hereon from and after the redemption date on the principal amount hereof to be
redeemed. If this Bond is called for redemption, in whole or in part, the BCRUA or the Paying
Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days
of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to
an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are special obligations of the BCRUA payable from and equally and
ratably secured solely by a lien on and pledge ofthe Bond Payments received by the BCRUA from the City
of Cedar Park, Texas pursuant to the provisions of the Contract. In the Resolution, the BCRUA reserves
and retains the right to issue Additional Bonds, without limitation as to principal amount but subject to any
terms, conditions, or restrictions set forth in the Resolution or as may be applicable thereto under law or
otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any
property of the BCRUA or BCRUA Project, except with respect to the Bond Payments.
The Holder hereof shall never have the right to demand payment of this obligation out of any funds
raised or to be raised by taxation.
Reference is hereby made to the Resolution, copies ofwhich are on file in the corporate trust office
of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof
hereby assents, for definitions of terms; the description and nature ofthe Special Payments pledged for the
payment of the Bonds; the terms and conditions under which the BCRUA may issue Additional Bonds;
the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the
Resolution may be amended or supplemented with or without the consent ofthe Holders; the rights, duties,
and obligations ofthe BCRUA and the Paying Agent/Registrar; the terms and provisions upon which this
Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no
longer Outstanding thereunder; and for the other terms and provisions specified in the Resolution.
Capitalized terms used herein have the same meanings assigned in the Resolution.
This Bond, subject to certain limitations contained in the Resolution, may be transferred on the
Registration Books upon presentation and surrender at a corporate trust office of the Paying
Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and
thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized
denominations, bearing the same rate of interest, and ofthe same aggregate principal amount will be issued
to the designated transferee or transferees.
The BCRUA and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof
whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of
receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for
purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in
part, and (iii) on any other date as the owner hereof for all other purposes, and neither the BCRUA nor the
BCRUA: CP\KRevBonds08
C-3
Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the
event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new
record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the BCRUA.
Notice ofthe Special Record Date and ofthe scheduled payment date ofthe past due interest (the "Special
Payment Date" - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each Holder appearing on the Security Register at the close of business on the last business day
next preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things required to
be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal,
valid, and binding special obligation of the BCRUA have been performed, exist, and have been done, in
regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not
exceed any constitutional or statutory limitation; and that due provision has been made for the payment of
the principal of and interest on the Bonds by a lien on and pledge ofthe Bond Payments and as otherwise
provided in this Resolution. In case any provision in this Bond or any application thereof shall be deemed
invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond
and the Resolution shall be construed in accordance with and shall be governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the Board of the BCRUA has caused this Bond to be duly executed
under the official seal of the BCRUA.
BRUSHY CREEK REGIONAL UTILITY
AUTHORITY, INC.
President, Board of Directors
ATTESTED:
Secretary, Board of Directors
(SEAL)
C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial
Bond Only.
BCRUA: CPUCRevBonds08
C-4
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
O1§FICE OF THE COMPTROLLER OF
PUBLIC ACCOUNTS
REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of
the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only.
This Bond has been duly issued under the provisions of the within -mentioned Resolution; the Bond
or Bonds of the above -entitled and designated series originally delivered having been approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown
by the records of the Paying Agent/Registrar.
Registered this date:
Form of Assignment.
BCRUA: CP\KRevBonds08
as Paying Agent/Registrar
By:
Authorized Signature
C-5
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite
name, address, and zip code of transferee):
(Social Security or other identifying number):
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof,
with full power of substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this assignment must correspond
with the name of the registered owner as it appears on the face of
the within Bond in every particular.
F. The Initial Bond of each series shall be in the form set forth in paragraph B ofthis Section,
except that the form of a single fully registered Initial Bond shall be modified as follows:
i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated
Maturity" shall both be completed "as shown below";
ii) the first two paragraphs shall read as follows:
Registered Owner:
Principal Amount:
The Brushy Creek Regional Utility Authority, Inc. (the "BCRUA"), a non-profit corporation of
the State of Texas, with its principal office located in , Texas, for value received, hereby
promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the
Principal Amount specified above on the * day of • in each of the years and in principal
amounts and bearing interest at per annum rates in accordance with the following schedule:
Years of
Principal Interest
As provided in the Award Certificate. To the extent that the Award Certificate relating to the Bonds is inconsistent with any provisions in this Form
of Bond or contains information to complete missing information in this Form of Bond, the language in the Award Certificate shall be used in the
executed Bonds.
BCRUA: CP\KRevBonds08
C-6
Stated Maturity Amounts ($) Rates (%)
(Information to be inserted from Award Certificate).
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid
Principal Amount hereof from the #, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, to Stated Maturity or prior redemption, at the per annum
rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such
interest being payable on * and =, commencing * (the "Interest
Payment Date").
Principal and premium, if any, of this Bond shall be payable to the Registered Owner hereof (the
Holder), upon its presentation and surrender, at a corporate trust office of
Austin, Texas (the "Paying Agent/Registrar"). Interest shall be payable to the Holder of this Bond whose
name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business
on the Record Date, which is the fifteenth day of the month next preceding each interest payment date.
All payments of principal of and interest on this Bond shall be in any coin or currency of the United States
of America which at the time of payment is legal tender for the payment of public and private debts.
Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of
payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing
in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by,
and at the risk and expense of, the Holder hereof
G. Insurance Legend. If an Insurance Policy is obtained by the Purchasers or the BCRUA for
any series of Bonds, the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided
by the Insurer.
BCRUA: CP\KRevBonds08
C-7
BCRUA: CP\KRevBonds08
EXHIBIT D
PAYING AGENT/REGISTRAR AGREEMENT
D-1
BCRUA: CP\KRevBonds08
EXHIBIT E
ESCROW AGREEMENT
E-1
EXHIBIT F
CONTINUING DISCLOSURE OF INFORMATION
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting principles for
governmental units as prescribed by the Government Accounting Standards Board from time to time.
BCRUA: CP\KRevBonds08
F-1
BCRUA: CP\KRevBonds08
EXHIBIT G
MASTER CONTRACT FOR THE FINANCING, CONSTRUCTION
AND OPERATION OF THE BCRUA REGIONAL WATER
TREATMENT AND DISTRIBUTION
G-1
BCRUA: ResApprvgReslssuanceRR
EXHIBIT "B"
APPROVAL CERTIFICATE
B-1
APPROVAL CERTIFICATE`
The undersigned City Manager of the City of Round Rock, Texas, pursuant to the resolution
adopted by the City Council on May 28, 2009 (the "Approving Resolution") approving "A Resolution
Approving a Resolution by the Board of Directors of the Brushy Creek Regional Utility Authority,
Inc. Authorizing the Issuance of Brushy Creek Regional Utility Authority, Inc. City of Round Rock,
Texas Contract Revenue Bonds, (Brushy Creek Regional Water Treatment and Distribution Project);
Establishing the Procedures for Selling and Delivering the Bonds and Resolving Other Matters
Incident and Relating to the Issuance, Payment, Security, Sale, and Delivery of Such Bonds"
authorizing the issuance of obligations designated as "Brushy Creek Regional Utility Authority Inc.,
City of Round Rock, Texas Contract Revenue Bonds (Breushy Creek Regional Water Treatment and
Distribution Project), Series 2009" (the "Bonds") do hereby approve the following terms of the
Bonds:
(i) the total principal amount of the Bonds of $65,870,000;
(ii) the purchase price for the Bonds is $65,870,000;
(iii) The dated date of the Bonds is July 1, 2009;
(iv) the interest rates and maturity schedule for the Bonds are as set forth below:
Year of
Stated Maturity Principal Interest
(August 1) Amounts ($) Rates (%)
2012 $1,160,000
2013 1,220,000
2014 1,285,000
2015 1,350,000
2016 1,425,000
2017 1,500,000
2018 1,575,000
2019 1,660,000
2020 1,745,000
2021 1,840,000
2022 1,935,000
2023 2,035,000
2024 2,145,000
2025 2,255,000
2026 2,375,000
2027 2,500,000
2028 2,630,000
To be completed after pricing on the Bonds.
BCRUA\09: ApprvlCrtRR
Year of
Stated Maturity Principal Interest
(August 1) Amounts ($) Rates (%)
2029 2,770,000
2030 2,915,000
2031 3,065,000
2032 3,230,000
2033 3,395,000
2034 3,575,000
2035 3,765,000
2036 3,960,000
2037 4,170,000
2038 4,390,000
(v) the Bonds are subject to optional redemption as set forth below:
On August 1, 2019, or on any date thereafter, the Bonds of this series
maturing on and after August 1, 2020 may be redeemed prior to their scheduled
maturities, at the option of the Brushy Creek Regional Utility Authority Inc., with
funds derived from any available and lawful source, at par plus accrued interest to the
date fixed for redemption as a whole, or in part, and, if in part, in inverse order of
stated maturity and if less than all of a maturity is to be redeemed the Paying
Agent/Registrar shall determine by lot the Bonds, or portions thereof within such
maturity to be redeemed (provided that a portion of a Bond may be redeemed only
in integral multiples of $5,000 of principal amount).
(vi) Interest on the Bonds accrues from the date of delivery and interest is payable each
February 1 and August 1, commencing February 1, 2010.
BCRUA\09: ApprvlCrtRR
EXECUTED AND DELIVERED this day of , 2009.
Title:
City of Round Rock, Texas
BCRUA\09: ApprvlCrtRR
PASSED AND APPROVED this May 28, 2009.
Alan McGraw, Mayor
City of Round Rock, Texas
ATTEST:
cp,friA RQ(A)14
Sara White, City Secretary
BCRUA: ResApprvgReslssuanceRR 3
APPROVAL AFFIDAVIT
The undersigned City Manager of the City of Round Rock, Texas, do hereby certify that on
May 28, 2009, the City Council of the City approved a substantially final form of the attached Bond
Resolution.
EXECUTED THIS May 29, 2009.
CITY OF ROUND ROCK, TEXAS
By:
COUNTIES OF WILLIAMSON AND TRAVIS
STATE OF TEXAS
This instrument was acknowledged before me on �" �o� �C� , 2009, by
, the City Manager of the City of Round Rock, "f exas.
M. PFEIFER
MY COMMISSION EXPIRES
July 10, 2010
(SEAL)
BCRUA\09: ApprovalAffidavitRR
GENERAL CERTIFICATE OF THE CITY OF ROUND ROCK
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
We, the undersigned Mayor and City Secretary of the City of Round Rock (the "City"), DO
HEREBY CERTIFY as follows:
1. Benefit and Capitalized Terms. This certificate is executed for and on behalf of the
City, for the benefit ofthe Attorney General ofthe State of Texas and for the benefit ofthe Purchaser
in connection with the issuance of the Bonds. The capitalized terms used herein shall have the
meanings whenever they are used given in Exhibit "A" attached hereto.
2. Relative to Incorporation. The City is a council-manager government municipality,
operating and existing under the Texas Constitution and laws of the State of Texas and the City
Charter. There have been no changes or amendments to the City Charter since the last issuance of
obligations by the City submitted to the Attorney General to wit: General Obligation and Refunding
Bonds, Series 2007.
3. Relative to No -Default. Exhibit "B" reflects all of the bonds and other obligations of
the City's System. The City is not in default as to any covenant, condition or obligation contained
in the ordinances authorizing the issuance of the outstanding obligations of the City's System shown
on Exhibit "B"; and there is on hand in the special funds created for the payment and security of the
aforesaid obligations the amounts now required to be on deposit therein.
4. Relative to Rate and Charges. The rates now being charged by the City for water and
sewer services provided by the City's System are as shown on Exhibit "C".
5. Relative to City Officials. The duly qualified and acting officials of the City are as
follows:
Alan McGraw
Rufus Honeycutt, Place 1
George White, Place 2
Joe Clifford, Place 3, Mayor Pro Tem
Carlos T. Salinas, Place 4
John Moman, Place 5
Kris Whitfield, Place 6
City Secretary
City Manager
Assistant City Manager, Chief Financial Officer
BCRUAVKRevBonds2009: GenCertRR
Mayor
Council Member
Council Member
Council Member
Council Member
Council Member
Council Member
Sara White
Jim Nuse
David Kautz
6. Relative to City's System. A schedule of the gross receipts, operating expenses and
net revenues of the City's System for the years stated is shown on Exhibit 'D".
7. Relative to Debt Service Requirements and Sufficiency of Rates. The average annual
debt service requirement for the City's obligations with respect to the Bonds is shown on Exhibit "E"
("Debt Service"). The City has covenanted in the Contract to establish, assess, and collect rates
sufficient to make contract payments sufficient to make the "Annual Payments" including Bond
Payments to pay the City's Debt Service on the Bonds. To the extent the amount available for debt
service (as shown on Exhibit "E" "Available for Debt Service") is insufficient to cover the Debt
Service and the City's existing contractual obligations, the City covenants to increase its rates in an
amount sufficient to pay the difference.
8. Relative to the Contract. The Contract has been duly authorized and is in compliance
with any applicable statutory requirements. The Contract, as submitted to the Attorney General of
Texas, is still in full force and effect and has not otherwise been amended or has not been rescinded.
No litigation is pending or to the best of our knowledge, threatened concerning the title or authority
of the officers or concerning the Contract. The Bond Resolution (as defined in the Contract) and the
Sale and Offering Documents (as defined in the Contract) comply with the Contract. The City has
approved the Bond Resolution authorizing the issuance of the Bonds and acknowledges that the
payment of principal of and interest on such Bonds is payable from the Bond Payments to be made
by the City under and pursuant to the Contract.
9. Relative to Signature Identification. Appearing below are the true and correct
signatures of the persons holding the offices of Mayor and City Secretary. By his signature hereon,
the Mayor certifies that the signature of the City Secretary appearing hereon is her genuine signature
and by his signature hereon, the City Secretary certifies that the signature of the Mayor appearing
hereon is his genuine signature. The true and correct signature of the City Manager and Assistant
City Manger are set forth in Exhibit "F".
10. Authorization of Attorney General to Date Certificate. Upon the approval of the
Bonds by the Attorney General of the State of Texas, he is authorized to date this Certificate as of
the date of such approval. If any litigation should develop, or if any other event should occur which
should make this Certificate inaccurate before the Attorney General's approval of the Bonds, we will
notify the Attorney General at once by both telephone and facsimile transmission. With this
assurance, the Attorney General is entitled to rely on the accuracy of this Certificate at the time of
approval of the Bonds unless we advise him otherwise.
11. No Litigation. No litigation of any nature has ever been filed pertaining to, affecting
or contesting: (a) the Resolution; (b) the issuance, delivery, payment, security or validity of the
Bonds; (c) the authority of the governing body and the officers of the City to execute and deliver the
Contract or the Resolution; (d) the validity of the corporate existence of the City and (e) that no
litigation is pending pertaining to, affecting, questioning or contesting the corporate existence or
current boundaries of the City.
BCRUA\KRevBonds2009: GenCertRR 2
WITNESS MY HAND of the City this
7)1
City Secretary Mayor
City of Round Rock, Texas City of Round Rock, Texas
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be the
officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this
(Notary Seal)
M. PFEIFER
MY COMMISSION EXPIRES
July 10, 2010
BCRUA\KRevBonds2009: GenCertRR 3
Bonds
City's System
Contract
Resolution
BCRUA\KRevBonds2009: GenCertRR
EXHIBIT "A"
Brushy Creek Regional Utility Authority, Inc. City of Round Rock, Texas
Contract Revenue Bonds, (Brushy Creek Regional Water Treatment and
Distribution Project), Series 2009.
The City's combined waterworks and sewer system, which includes all
properties, facilities, plants, improvements, equipment, interests and rights
currently owned, operated and maintained by the City for the supply,
treatment, and transmission and distribution of treated potable water and
collection and treatment of wastewater, and for water reuse, together with all
future extensions, improvements, purchases, repairs, replacements and
additions thereto, whether situated within or without the limits of the City,
and all water (in any form) owned by the City; provided, however, that the
City expressly retains the right to (i) sale or disaggregate the System as set
forth in Section 6(q) of the Master Ordinance adopted by the City on
September 14, 2006 and (ii) incorporate any other utility system (other than
telecommunications system) as provided by the laws of the State as a part of
the System. The System shall not include any Special Project or any
disaggregated part of the System as provided in the Master Ordinance.
Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment And Distribution Project among Brushy
Creek Regional Utility Authority, Inc., City of Cedar Park, City of Leander
and City of Round Rock dated September 2, 2008 as amended by the First
Amendment to the Master Contract for the Financing, Construction and
Operation ofthe BCRUA Regional Water Treatment and Distribution Project.
Collectively: (i) A Resolution by the Board of Directors of the Brushy Creek
Regional Utility Authority, Inc. Authorizing the Issuance of "Brushy Creek
Regional Utility Authority, Inc. City ofRound Rock, Texas Contract Revenue
Bonds, (Brushy Creek Regional Water Treatment and Distribution Project)";
Establishing the Procedures for Selling and Delivering the Bonds and
Resolving Other Matters Incident and Relating to the Issuance, Payment,
Security, Sale, and Delivery of Such Bonds; and (ii) A Resolution ofthe City
Council of the City of Round Rock, Texas Approving a Resolution by the
Board of Directors of the Brushy Creek Regional Utility Authority, Inc.
Authorizing the Issuance of "Brushy Creek Regional Utility Authority, Inc.
City of Round Rock, Texas Contract Revenue Bonds, (Brushy Creek
Regional Water Treatment and Distribution Project)"; Establishing the
Procedures for Selling and Delivering the Bonds and Resolving Other Matters
Incident and Relating to the Issuance, Payment, Security, Sale, and Delivery
of Such Bonds.
A-1
EXHIBIT "B"
OUTSTANDING OBLIGATIONS OF THE CITY'S SYSTEM
Utility System Revenue Bonds, Series 2006 $11,875,000
BCRUA\KRevBonds2009: GenCertRR
B-1
BCRUA\KRevBonds2009: GenCertRR
EXHIBIT "C"
WATER AND WASTEWATER RATES
C-1
BCRUA\KRevBonds2009: GenCertRR
EXHIBIT "D"
SCHEDULE OF GROSS RECEIPTS, OPERATING
EXPENSES & NET REVENUES
[GET FROM CITY]
D-1
BCRUA\KRevBonds2009: GenCertRR
EXHIBIT "E"
DEBT SERVICE
E-1
Jim Nuse
City Manager
David Kautz
Assistant City Manager,
Chief Financial Officer
BCRUA\KRevBonds2009: GenCertRR
EXHIBIT "F"
SIGNATURES
E-2
TWO BLOCK RATE
ORDINANCE NO. c' -(Y-17 f - I Z41
AN ORDINANCE AMENDING CHAPTER 10, SECTION 10.201,
CODE OF ORDINANCES (1995 EDITION), CITY OF ROUND
ROCK, TEXAS, AMENDING WATER RATES; PROVIDING FOR A
SAVINGS CLAUSE AND REPEALING CONFLICTING
ORDINANCES OR RESOLUTIONS.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROUND
ROCK, TEXAS:
I.
That Chapter 10, Section 10.201(6), Code of Ordinances
(1995 Edition),
follows:
City of Round Rock is hereby amended to read as
(6) Water Rates for Retail Customers
(a) Definitions
(i) "Non -Peak Billing Periods" means all billing periods other than Peak
Billing Periods.
(ii) "Peak Billing Periods" means five consecutive billing periods between
May 1 and October 31, as determined each year by the Director of
Finance.
(iii) "Rate Block" means the two water volume blocks as described in (d)
below.
(b) Volume Rates for Non -Peak Billing Periods
For water consumed during Non -Peak Billing Periods, each Customer shall pay
a rate of $2.24 per 1,000 gallons or fraction thereof consumed during such
billing period.
(c) Volume Rates for Peak Billing Periods
For water consumed during Peak Billing Periods, each Customer shall pay a
rate for water consumed during such billing period within each Rate Block
described in (d) below, as follows:
Rate Blocks Charge per 1,000 Gallons
Rate Block One
Rate Block Two
0:\WDOX\ORDINANC\081204D1.DOC/sls
The volume rate set forth in (b) above
125 % of Rate Block One, rounded to the
nearest penny
(d) Rate Blocks by Meter Size
(i) Rate Block One by meter size is as follows:
Meter Size in inches Volume by Gallons
5/8 0 to 18,000
3/4 0 to 27,000
1.0 0 to 45,000
1.5 0 to 90,000
2.0 0 to 144,000
3.0 0 to 288,000
4.0 0 to 450,000
6.0 0 to 900.000
8.0 0 to 1,440,000
10.0 0 to 2,070,000
12.0 0 to 2,070,000
(ii) Rate Block Two by meter size is as follows:
Meter Size in inches Volume by Gallons
5/8 More than 18,000
3/4 More than 27,000
1.0 More than 45,000
1.5 More than 90,000
2.0 More than 144,000
3.0 More than 288,000
4.0 More than 450,000
6.0 More than 900.000
8.0 More than 1,440,000
10.0 More than 2,070,000
12.0 More than 2,070,000
(e) Monthly Service Charge
Except as provided below, in addition to the above volume rates, each
Customer shall pay a monthly water service charge pursuant to the following
schedule regardless of the amount of water used.
Meter Size
Monthly Service
Charge Effective
January 1, 2009
5/8 inch $13.18
3/4 inch 18.36
1 inch
29.00
11 inch 55.56
2 inch 87.44
3inch 161.83
4 inch 268.10
6 inch 835.86
8 inch 1,460.98
10 inch 2,294.47
12 inch 2,815.40
(i) Medicaid Exemption Discontinued after October 1. 2005.
Except as provided in (ii) below, on and after October 1, 2005 the
monthly water service charge exemption for head of household
residents eligible for Medicaid benefits will be discontinued.
(ii) Exemption for Current Recipients.
For residential service located within the corporate City limits where the
head of the household is eligible for Medicaid benefits, and if said
resident head of household was receiving the Medicaid exemption from
the monthly water service charge prior to October 1, 2005, and if said
resident head of household re -applies for said exemption between
October 1 and October 30 of each year, then the exemption from paying
the monthly water service charge shall continue until the head of the
household is no longer eligible for Medicaid benefits, as determined by
federal guidelines and as administered by the State of Texas.
(iii) Unlawful acceptance of exemption or discount.
It shall be unlawful for any Person to apply for and/or receive a water
rate discount or exemption from the monthly water service charge if
such Person is not eligible to receive said discount or exemption.
(f) Adjustment of Meter Size due to Fire Flows
In the event a Customer has a meter that is oversized because of fire flow
requirements, for billing purposes, the City may calculate the bill for the size
of meter that would be necessary without the addition of said fire flow
requirements.
(g) Outside City Limits
The above water rates and service charges apply to all Customers located
within the corporate limits of the City. All Customers located outside of the
corporate limits of the City shall pay double the applicable rates charged
Customers within the corporate limits of the City, unless a different rate is
approved by the Council pursuant to a contractual agreement.
(h) Age 65 and Older
(i) Discounts Discontinued after June 10. 1993.
Except as provided below, on and after June 10, 1993 the water rate
discount for head of household residents 65 years of age and older will
be discontinued. All head of household residents 65 years of age and
older actually receiving said discounts prior to June 10, 1993 shall
continue to receive said discounts as stated in this section, so long as
they re -apply for said discounts before October 30 of each year.
(ii) Discounts for Current Recipients.
For residential service located within the corporate city limits where
the head of the household has attained the age of sixty-five (65), and if
said resident head of household was receiving water rate discounts
prior to June 10, 1993, and if said resident head of household re-
applies for said discounts between October 1 and October 30 of each
year, then the following schedule of monthly rates or charges for
services furnished by the city's water system shall be and such is
hereby adopted and established as follows:
2009.
Rate
Number of Gallons
of Water Used
1 - 20,000 gallons
20,000 gallons to 75,000
gallons
Use exceeding 75,000
gallons
Monthly Water
Rates
$1.20 per 1,000 gallons
$1.45 per 1,000 gallons
used exceeding 20,000
gallons up to 75,000 gallons
$1.70 per 1,000 used
exceeding 75,000 gallons
Monthly Charee
Except as provided below, in addition to the foregoing rates, each
Customer shall also pay a monthly water service charge of $5.50
regardless of the amount of water used.
II.
This ordinance shall have an effective date of January 1,
III.
A. All ordinances, parts of ordinances, or
conflict herewith are expressly repealed.
B. The invalidity of any
ordinance shall not invalidate
thereof.
C. The City Council hereby finds and declares that
written notice of the date, hour, place and subject of the
meeting at which this Ordinance was adopted was posted and that
such meeting was open to the public as required by law at all
times during which this Ordinance and the subject matter hereof
were discussed, considered and formally
required by the Open Meetings Act, Chapter
Code, as amended.
resolutions in
section or provision of this
other sections or provisions
4
acted upon, all as
551, Texas Government
READ and APPROVED on first reading this the 4
day of
, 2008.
READ, APPROVED and ADOPTED on second reading this the
day of be ll, w,,, 2008.
ATTEST:
SARA L. WHITE, City Secretary
5
ALAN MCGRAW, Mayor
City of Round Rock, Texas
DATE: December 11, 2008
SUBJECT: City Council Meeting — December 18, 2008
ITEM: 12A1. Consider an ordinance amending water rates to promote the
conservation of water. (Second Reading)
Department:
Staff Person:
Justification:
Water and Wastewater Utilities
Michael Thane, Director of Utilities
Water conservation is important to our region as we must protect this precious natural
resource. The demand for water will continue to increase as our City grows to its ultimate
population. Planning for the City's ultimate water system includes approximately 10 million
gallons of water per day (MGD) from conservation and reuse programs.. To reach this goal,
efforts must be implemented by the City to promote conservation efforts by customers. The
new rates, which are based on an inclined -block structure, promote conservation in that the
more water you use, the higher the rate you will pay. The inclined -block rate structure will
impact residential, commercial, government, multi -family, and industrial customers during the
peak water billing months of June through October. The non -peak months, November through
May, will be billed based on the current base water rate. The water usage rate for each block is
determined by the meter size for each customer.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: None
Background Information:
Beginning January 1, 2009, the City's water rate for all users is $2.24 per 1,000 gallons of use.
The purpose of Conservation Water Rates is to encourage conservation by having lower water
rates for customers in the lower usage block. If additional revenue is generated from
conservation rates, the revenue will fund a citywide water conservation program to promote
public education and awareness, and potentially fund future capital improvements as well as
offsetting future water rate increases.
Public Comment:
Several presentations regarding water conservation have been made to the City Council over
the past several months.
DATE: May 21, 2009
SUBJECT: City Council Meeting — May 28, 2009
ITEM: 12G2. Consider a resolution approving a resolution by the Board of Directors of the
Brushy Creek Regional Utility Authority, Inc. authorizing the issuance of "Brushy
Creek Regional Utility Authority, Inc, City of Round Rock, Texas contract revenue
bonds, (Brushy Creek Regional Water Treatment and Distribution Project)";
establishing the procedures for selling and delivering the bonds, and resolving
other matters incident and relating to the issuance, payment, security, sale and
delivery of such bonds.
Department:
Staff Person:
Justification:
Administration
Cindy Demers, Assistant City Manager
This resolution approves the issuance of bonds for Phase I of the regional water project financed
through the BCRUA. Pursuant to the BCRUA Master Contract each City has to approve a substantially
final bond resolution prior to the BCRUA issuing bonds. Round Rock's financed portion of Phase I is
$65,870,000. Estimated interest rates provided by the Texas Water Development Board (TWDB) on
Monday, May 18, 2009 indicate very favorable rates for Round Rock's portion of the issuance at an
average coupon rate of 4.79% for 25 year bonds.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: Garry Kimball, Specialized Public Finance
Richard Ramirez, First Southwest
Carol Polumbo, McCall, Parkhurst & Horton
Background Information:
In August 2007, the BCRUA submitted an application to the TWDB for financial assistance from the
Financial Assistance Account of the Development Fund II (DFund II) administered by the TWDB for the
regional water project. In January of 2008, the TWDB adopted Resolution No. 08-03, making a
commitment to the Borrower for financial assistance in the total amount of $309,755,000 (phases I & II).
The BCRUA is now ready to issue Contract Revenue Bonds to the TWDB in the total amount of
$182,020,000 for the first phase of the project. In order for this to occur, the TWDB must issue Water
Financial Assistance Bonds to provide for funding for the financial assistance from the DFund II. The
cities previously approved a financing agreement setting forth the obligations of the parties.
Public Comment: N/A