R-2018-5432 - 5/10/2018 RESOLUTION NO. R-2018-5432
WHEREAS, the City of Round Rock ("City") has previously entered into a Master Contract
for the Financing, Construction and Operation of the BCRUA Regional Water Treatment and
Distribution Project ("Master Contract") with the Brushy Creek Regional Utility Authority, Inc., the
City of Cedar Park, and the City of Leander, and
WHEREAS, the City now desires to enter into a Fourth Amendment to the Master Contract to
expand the definition of`BCRUA Project" to include certain Phase II Regional System Components
and to attach a new Exhibit D-1, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a Fourth
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project, a copy of same being attached hereto as Exhibit
"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this l Oth day of May, 2018.
CRAIG ORGAN ayor
City of I ound Ro , Texas
ATTEST:
SARA L. WHITE, City Clerk
01 12.1804,00400242
EXHIBIT
FOURTH AMENDMENT TO THE MASTER CONTRACT FOR.THE FINANCING,
CONSTRUCTION AND OPERATION OF THE BCRUA
REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT
THIS FOURTH AMENDMENT TO THE MASTER CONTRACT FOR THE
FINANCING, CONSTRUCTION AND OPERATION OF THE BCRUA REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT(the"Fourth Amendment")is dated and entered
into as of the 25th day of April, 2018, by and among Brushy Creek Regional Utility Authority,
Inc. ("BCRUA"), a non-profit corporation of the State of Texas(the"'State"), created and existing
under the laws of the State, including Subchapter 1) of Chapter 431 as amended, Texas
1"ransportation Code,and the City of Cedar Park,Texas("Cedar Park"),the City of Leander,Texas
('"Leander"),and the City of Round Rock,Texas("Round Rock")all home-rule municipalities and
political subdivisions of the State (individually, the "City"; collectively, the "'Cities"). The
BCRUA and the Cities are collectively referred to herein as the"'Parties."
RECITALS
WHEREAS, on the 2" day of September, 2008 the Parties entered into that one certain
Master Contract for the Financing, Construction and Operation of the BCRUA Regional Water
Treatment and Distribution Project(the"Master Conti-act"),that provides terms and conditions for
the financing, construction and operation of the first phase of the new regional system consisting
generally of upgrades to Cedar Park's raw water intake, a raw water intake line, new water
treatment plant, and water transmission mains; and
W14FREAS,on the 22"d day of January,2009 the Parties entered into that one certain First
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project("First Amendment") to postpone the date on
which the BCRUA Project is to be operational from April 1.2011 to April 1, 2012; and
WHEREAS, on the 20'h day of October, 2010 the Parties entered into that one certain
Second Amendment to the Master Contract for the Financing, Construction and Operation. of the
BCRUA Regional Water Treatment. and Distribution Project ("Second Amendment") to update
the estimated costs shown in Exhibit D with actual cost numbers, as well as to revise estimated
costs; and
WHEREAS, on the 22nd day of February, 2012 the Parties entered into that one certain
Third Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project ("*Third Amendment") to delay
substantial completion of the water treatment plant from April 2012 to June 2012; and
WHEREAS, the Parties now desire to expand the definition of "BCRUA Project" to
include certain Phase 11 Regional System Components, as referenced in the Preliminary
Engineering Report, and
EXHIBIT "Alt
00397810.,[)OCX
WHEREAS,with respect to the added Phase II components,the Parties also desire to attach
a new Exhibit D-1 to set out the estimated costs, the allocation of the costs among the Parties, and
to set out the Parties respective reserved capacities;
NOW, THEREFORE, ill consideration of the mutual covenants and agreements herein contained,
the sufficiency of which are hereby conclusively acknowledged, and subject to the ternl.s and
conditions hereinafter set forth,the Cities and the BCRUA mutually agree that the Master Contract
is amended as follows:
ARTICLE Y
TABLE OF CONTENTS
The list of exhibits in the table of contents of the Master Contract, is amended to read as follows:
EXHIBITS
Exhibit A-I Contract between City of Round Rock and BRA for Lake Travis dater
Exhibit A-2 Contract between City of Round Rock and BRA for Lake Travis Watcr
.Exhibit A-3 Contract between City of Round Rock and BRA.for Lake Travis Water
Exhibit B Contract between City of Cedar Park and LCRA for Lake Travis Water
Exhibit C Contract between City of Leander and .MCRA for Lake Travis Water
Exhibit D Cities' Reserved Capacity and Cost Allocation in BCRUA Project Components,
.Phase I
Exhibit D-1 Cities' Reserved Capacity and Cost Allocation in BCRUA Pl•ojcct Components,
Phase II
ARTICLE II
NEW EXHIBIT D-1
The document entitled "Exhibit D-1, Cities' Reserved Capacity and Cost Allocation in BCRUA
Project Components: April 25, 2018," which is attached to and incorporated herein is considered
attached to and incorporated in the Master Contract.
ARTICLE .III
I)EI+'INITIONS
All terms used herein shall have the meanings assigned to them.in the Master Contract, unless the
context clearly requires otherwise.
ARTICLE IV
AMENDED DEFINITIONS
4.01 The Parties acknowledge that the term "HCRUA Project," as defined in Sec. 1.1(t) of the
Master Contract is hereby amended to read as follows:
(f) "RCRUA Project"means, collectively, the Land Interests and the improvements described
in the recitals to this Contract and further described in the Preliminary Design Report,and as shown
on .Exhibit "D" and on Exhibit "D-l". 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 this Contract.
4.02 The Parties aclai.owledge teat the term "BCRUA Project Costs,"as defined in Sec. 1,1(g)
of the Master Contract is hereby amended to read as follows:
g BCRUA Project Costs" means and includes, without limitation the following costs
incun•ed 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 BCRUA Project, and any structure, item of equipment, or
other itern, 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 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 and disbursements;
(2) the cost of printing,engraving, and reproduction services; and
(3) the cost of a trustee's or paying agent's initial or acceptance Iee and
subsequent fees;
(ix) all costs, fees and expenses of litigation of all kinds;
(x) the cast of property casualty and public liability insurance;
(Xi) the fees and costs of the Underwriters as the anticipated purchasers of the;
Bonds;
(xii) reimbursement of the costs previously incurred by and agreeable to the other
Cities with respect to the BCRUA Project; and
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(xiii) other costs generally recognized as a part of BCRUA Project construction
costs.
BCRUA Project Costs will be allocated among the Cities in accordance with Exhibit-'D" and
Exhibit"D-1 I.
ARTICLE V
FINANCING OF THF. IRC'R.UA.i'IZ(?JECi'
The Parties acknowledge that Article IV, Sec. 4.1(a) of the Master Contract is hereby
amended to read as follows:
SectionIssuance;of Bonds,
(a) The BCRUA's acquisition, construction, and completion of the BC RTJA Project
will be financed by
(i) receipt of funds front the Cities,respectively,
(ii.) the BCRUA through the issuance of one or more series or issues of Bonds by
the BCRUA for a City, which Bonds are payable solely from and secured, in part,
by an assignment of the Bond Payments made under this Contract by the City for
Wh1Ch Such Series of Bonds are issued, or
(iii) any combination of funds from the Cities, respectively, and the issuance of
Bonds for the Cities, respectively. It is expressly understood and agreed by the
BCRUA and the Cities that the BCRUA shall issue Bonds as separate series for the
applicable City.
Each City shall be solely responsible for Bond Payments on its series of Bonds. No City
shall have any liability or responsibility for any Bond Payment on a series of Bonds issued for
another City. In consideration of the covenants and agreements set forth in this Contract, and to
enable the BCRUA to issue the Bonds to carry out the intents and purposes hereof,this Contract
is executed to assure the issuance of the Bonds at the request of a City and to provide for and
ensure the due and punctual payment by such City to the BCRUA,or to the Trustee relatingto the
series of Bonds issued for Such City, of amounts not less than the Bond Payments, Each City
hereby agrees to snake, or cause to be niade, its respective Bond Payments, as and when due, for
the benefit of the owners of the .Bonds, as provided in the Bonds and the Bond Resolution. The
cost allocations for the .BCRUA Project Cost are shown in Exhibit"1.:}" and in Exhibit"17-1".
ARTICLE VI
RESERVED CAPACITIES
The Parties acknowledge that Article VI Reserved Capacities of the Master Contract is hereby
amended to read as follows:
Section 6.1 Reserved Ca pacities in BC.
—_..... RUA PU'ect Components.onents. Each City,respectively,shall
have the exclusive right to its reserved capacity in each BCRUA Project component as described
in Exhibit D and in Exhibit D-1. No reserved capacity may be allocated to or used by anyone other
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than the City on whose behalf that capacity has been reserved, unless the affected City specifically
agrees in writing to the allocation or use.
Section 6.2 Reserved Capacities for Treated Water in the BCRUA Project. Each City,
respectively, shall have theexclusive right to take, and the .BCRUA shall have the obligation to
deliver, treated water at the Delivery Points in the amounts shown in Exhibit D and in Exhibit D-
I.
Section 6.3 Transfer of Reserved Capacity. Any City may transfer any portion of its
reserved capacity in one or more BCRUA Project components to another City, in exchange for
such consideration as such Cities shall deem appropriate. The Cities making such transfer shall
provide written notice to the BCRIJA and the other City,signed by the Cities making the transfer,
specifying the arnount of transferred reserved capacity and the affected BCRUA Project
component(s), and providing that the Cities otherwise ratify and confirm their pre-existing
obligations under this Contract. No such transfer shall be effective until and unless such notice is
provided. A transfer of reserved capacity shall not change any Bond Payment, other payment, or
other obligations of the Cities pursuant to this Contract.
_._Section 6.4 Documentation of Transl:erred Reserved Capacity. In the event that reserved
capacity is transferred, the BCRUA and the Cities shall cause a written amendment to be made to
Exhibit D and/or Exhibit D-1 describing such transfer and setting forth the revised reserved
capacity of each City in the BCRUA Project or component(s)thereof.
ARTICLE VII
MISCELLANEOUS
Section 7.1 To the extent necessary to effect the terms and provisions of this Fourth
Amendment, the Master Contract is hereby amended and modified. In all other respects, the
aforesaid Master Contract is hereby ratified and confirmed.
Section 7.2 This fourth Amendment may be executed in counterparts, each of which shalt b,-
an original and all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto acting under authority of their respective
governing bodies have caused this Fourth Amendment to be duly executed as of the day and year
first above written.
(SIGNATURES ON.FOI,LOWrNG PAGES)
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I3I2USIIY CRC.IJIL ,tom Ol'r. L� MATY ATTTITORITYt INC..
...._................ _......_........_ ......
Frank Leff no.,;well, President
Aaest:
By
, Secretary
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CITY OF CEDAR PARK, TEXAS
By: ...............
Matt Powell, Mayor
Attest:
By:
LeAnn Quinn.. City Secretary
CITY OF LEANDER, TEXAS
By:
Christopher Fielder, Mayor
Attest:
By:.............
Dara Crabb-ce., City Secretary
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CITY OF ROUND RUCK, TEXAS
By: ..
Craig Morgan, Mayor
Attest:
By:_
Sara White, City Clerk
c�
Exhibit D-1
BCRUA Regional Water Project
Capacity and Cost Allocation,Phase 2
Updated:March 26,2018
DAR PARK IF,IJCER ROUND ROCK
DESCRIPTION CONSTRUCTED ESTIMATED CEDAR PARK LEANDER ROUND ROCK
CAPAC"(MGD) COST ESERVED COST RESERVED COST RESERVEDT-,c---RE
APACITY "!o} CAPACITY '!o} CAPACITY '!v j COST i
'PHASE 2-DEEP WATER INTAKE&RAW WATERUNE
Planning&Design Senmees 144.7 $ 16,700,000 28.96 $ 4,836,320 42.85 $ 7,155,950 28.19 $ 4,707,730
Land Rights 144.7 $ 2,500,000` 26.96 $ 724,000 42.85 $ 1,071,250, 28.19 $ 704,750
clecbital Im rovement Construction&Construction Phase Services 144.7 $ 4,597,657 28.96 $ 1,331,481 42.85 5 1,970,096 28.19 $ 1,296,080
2 1K 1 WXV
INA RL#4#—
�.. .` � gz Q8;_- ,
42.$,'i'D±f2arJ!Y i
SCRUA PROJECT PHASE 2 TOTAL COST S 23,797,657 $ fi,891,801 S 10,197,296 $ 6,708,560
r Capacity(MGD) %of Capacity _
Cedar Park 41.9 28.96
Leander 62.0 42.85
Round Rock 40.8 28.19
Total 144.7 ion
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