R-2019-0341 - 8/22/2019 RESOLUTION NO. R-2019-0341
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
REGARDING FINANCING OF WILLIAMSON COUNTY REGIONAL RAW WATER LINE;
AUTHORIZING THE MAYOR, CITY MANAGER, AND CITY CLERK TO TAKE
APPROPRIATE ACTIONS; AND DECLARING AN EFFECTIVE DATE
WHEREAS, Brazos River Authority (the "Authority") is an agency and political
subdivision of the State of Texas, duly created and lawfully operating under Chapter 8502, Texas
Special District Local Laws Code, as amended (the "Authority Act"), all pursuant to and in
furtherance of the purposes of Article XVI, Section 59 of the Constitution of Texas; and
WHEREAS, pursuant to the Authority Act, and other applicable laws, the Authority and
other entities are authorized to enter into contractual agreements regarding the public purposes
for which the Authority was created; and
WHEREAS, amongst its authorized purposes, the Authority is authorized to store water
in and to divert water from Lake Georgetown and Lake Stillhouse Hollow; and
WHEREAS, pursuant to separate and individual contracts heretofore executed between
the Authority, on one part, and the City of Georgetown ("Georgetown"), the City of Round Rock
("Round Rock"), Jonah Water Special Utility District (formerly Jonah Water Supply
Corporation)("Jonah"), Brushy Creek Municipal Utility District of Williamson County, Texas
("Brushy Creek") and Chisholm Trail Special Utility District ("Chisholm Trail")(collectively,
Georgetown, Round Rock, Jonah, Brushy Creek and Chisholm Trail are herein referred to as the
"Former Participants"), individually on their part, the Authority has contracted to make available
to such parties water from Lake Stillhouse Hollow (which contracts are defined in the Base
Agreement (hereinafter defined) as the "Stillhouse Supply Agreements" and in the Brushy Creek
Agreement (as hereinafter defined) and Chisholm Trail Agreement (as hereinafter defined) as the
"Supply Agreements"); and
WHEREAS, the Former Participants were so located that it became desirable from the
standpoint of cost that each should divert the surface water which each needs for municipal
supply purposes from Lake Georgetown or points between Lake Stillhouse Hollow and Lake
Georgetown, rather than from Lake Stillhouse Hollow; and
WHEREAS, the Authority, Georgetown, Round Rock and Jonah entered into the
"Williamson County Regional Raw Water Line Agreement" (the "Base Agreement"), dated as of
June 30, 1986, for the purpose of providing for the Authority to design, construct and operate
facilities for transporting water from Lake Stillhouse Hollow committed to Georgetown, Round
Rock and Jonah to Lake Georgetown (the "Project") for diversion by them for municipal
purposes; and
WHEREAS, subsequent to execution of the Base Agreement, the Authority, Georgetown,
Round Rock and Jonah entered into "Amendment No. 1 to Williamson County Regional Raw
Water Line Agreement" ("Amendment No. 1"), dated as of January 9, 1997 and "Second
Amendment to Williamson County Regional Raw Water Line Agreement" ("Amendment No.
2"), dated as of March 23, 1999; and
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WHEREAS, Section 15 of the Base Agreement provides that the Authority may provide
service from the Project to parties other than Georgetown, Round Rock and Jonah, provided that
certain conditions are met; and
WHEREAS, such conditions having been met, the Authority entered into separate
agreements with Brushy Creek called the "Participation Agreement with Respect to Williamson
County Raw Water Line" ("Brushy Creek Agreement"), dated as of October 1, 1998 and
subsequently with Chisholm Trail called the "Chisholm Trail Participation Agreement with
Respect to Williamson County Raw Water Line" ("Chisholm Trail Agreement"), dated as of
March 15, 1999, respectively; and
WHEREAS, upon determining that the Texas Water Development Board ("TWDB")
would agree to pay for and acquire an undivided interest in the Project to be held for later
acquisition by Authority as usage of Project increased, thus reducing the interim costs to the
Former Participants pending their full need for the transportation capacity of the Project, the
Authority and the Former Participants entered into the "Supplemental Agreement Respecting
Williamson County Raw Water Line" ("Supplemental Agreement"), dated as of May 20, 1999;
and
WHEREAS, two purposes of the Supplemental Agreement were to amend the Project
Agreements (hereinafter defined) to provide: (i) that Authority may enter into an arrangement
with TWDB by virtue of which TWDB will pay for and acquire undivided interests in Project to
be later leased and/or purchased from it by Authority; and (ii) that the term "Bonds" as used in
Project Agreements includes bonds and other obligations issued by Authority to finance the
acquisition of undivided interests in Project from TWDB and reimbursement of expenditures
theretofore made by Authority out of monies other than Bond proceeds for design and
construction of Project; and
WHEREAS, Authority and TWDB entered into that certain "MASTER AGREEMENT
BETWEEN TEXAS WATER DEVELOPMENT BOARD AND BRAZOS RIVER
AUTHORITY Williamson County Regional Raw Water Line Project", effective as of November
3, 1999 (the "Master Agreement") in which the TWDB acquired a fifty percent (50%) interest in
the Project and agreed to contribute $20,000,000 towards the cost of the Project; and
WHEREAS, in order to accommodate the differences in the timing of water
transportation needs and associated costs of the Project of the Former Participants, Authority and
the Former Participants entered into the "Amendment of Agreements Respecting Construction
and Operation of Williamson County Raw Water Line" ("Amendment of Multiple Agreements"),
dated as of April 17, 2000; and
WHEREAS, in order to avoid ambiguity in the Project Agreements due to the changes in
the Stillhouse Supply Agreements and Supply Agreements, the Authority entered into separate
agreements with the Former Participants called the "Third Amendment of Agreements Among
Customers" ("Amendment No. 3") to modify the definition of "Stillhouse Supply Agreements"
as defined in the Base Agreement and modified in Amendment No. 2, and "Supply Agreements"
as defined in the Brushy Creek Agreement and Chisholm Trail Agreement; and
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WHEREAS, the Authority entered into separate agreements with the Former Participants
called the "Fourth Amendment of Agreements Among Customers ("Amendment No. 4"), each
dated as of September 23, 2010, in order to provide for payment of additional pumping capacity
at the intake structure and to approve the issuance of additional Bonds by Authority; and
WHEREAS, the Authority and the Former Participants thereafter amended the Base
Agreement, Brushy Creek Agreement and Chisholm Trail Agreement by entering into a "Fifth
Amendment of Agreements Among Customers" ("Amendment No. 5"); and
WHEREAS, collectively, the Base Agreement, Amendment No. 1, Amendment No. 2,
Brushy Creek Agreement, Chisholm Trail Agreement, Supplemental Agreement, Amendment of
Multiple Agreements, Amendment No. 3, Amendment No. 4, and Amendment No. 5 are referred
to as the "Project Agreements"; and
WHEREAS, on September 24, 2013, Georgetown approved an "Asset Transfer and
Utility System Consolidation Agreement" pursuant to which Georgetown assumed the ownership
interest and related obligations of Chisholm Trail's portion of the Project, including the Chisholm
Trail Agreement(the "Chisholm Trail Consolidation Agreement"), and
WHEREAS, on August 26, 2014, Georgetown approved a contract with Jonah in which
the City acquired Jonah's water rights and ownership of the Project (the "Jonah Assumption
Agreement"); and
WHEREAS, the remaining participants to the Project, being Georgetown, Round Rock,
and Brushy Creek, are hereinafter referred to as the "Participants"; and
WHEREAS, pursuant to Section 3.4 of the Master Agreement, the Authority agreed to
make payments to the TWDB, received from the Participants pursuant to the Project
Agreements, in order to purchase the TWDB's interest in the Project; and
WHEREAS, pursuant to Section 3.1 of the Master Agreement, the Authority agreed to
purchase the TWDB's ownership interest in the Project at the earliest possible date; and pursuant
to Section 3.5 of the Master Agreement, the Authority retained the right to purchase said interest
from the TWDB on or after 10 years from the date the TWDB delivered said funds to the
Authority; and
WHEREAS, the Authority has determined it is beneficial and in the best interests of the
Participants to issue "Bonds" pursuant to the Project Agreements in order to refund the
obligations contained in the Master Agreement and to acquire the TWDB's interest in the
Project; and
WHEREAS, the United States Securities and Exchange Commission has adopted Rule
15c2-12, as amended from time to time (the "Rule"); and
WHEREAS, the Rule provides that a broker, dealer or municipal securities dealer of
Bonds issued after the effective dates set forth in the Rule, may not purchase or sell Bonds in
connection with an offering thereof unless, prior to the purchase or sale thereof, "obligated
persons", or entities acting on behalf of "obligated persons", have undertaken to provide certain
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updated financial information and operating data annually, and timely notice of specified events,
to certain information vendors; and
WHEREAS, the Authority and Round Rock heretofore entered into a Continuing
Disclosure Agreement, as amended, in conformance with the Rule (the "Original CDA"); and
WHEREAS, in order to reflect recent amendments to the Rule, and provide adequate
flexibility to accommodate any subsequent amendments to the Rule, it is deemed appropriate and
necessary to enter into a new Continuing Disclosure Agreement (the "CDA"), which supercedes
the Original CDA; and
WHEREAS, it is the intent of both the Authority and Round Rock that any and all
obligations and/or duties of the respective party under the Original CDA with respect to any
heretofore issued series of Bonds shall continue to be observed as carried forward into the CDA;
and
WHEREAS, in order to clearly establish, authorize, ratify and confirm the contractual
arrangements entered into by the Authority and the Participants and all actions taken by Round
Rock in reliance on the Project Agreements, it is deemed to be appropriate to adopt this
resolution.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK:
SECTION 1. That the City Council of Round Rock hereby incorporates the recitals set
forth in the preamble hereto as if set forth in full at this place and further finds and determines
that said recitals are true and correct.
SECTION 2. That, with respect to the Project Agreements to which Round Rock is a
party, the actions of the City Council in authorizing the execution thereof, the authorization of,
and the execution of such agreements by officers, officials and employees of Round Rock and all
actions taken by Round Rock in reliance upon and pursuant to such agreements are hereby
authorized, ratified and confirmed in all respects concurrently with the adoption of this
resolution.
SECTION 3. That the Mayor, City Manager and City Clerk of Round Rock are hereby
authorized and directed to execute, deliver and take all actions necessary and appropriate relating
to the issuance of Bonds by the Authority for the purpose of refunding the obligations contained
in the Master Agreement and to acquire the TWDB's interest in the Project, including without
limitation the execution and delivery of a General Certificate, a Continuing Disclosure
Agreement, and a Closing Certificate relating to the Bonds, in substantially the forms presented
to the City Council at the meeting at which this resolution has been adopted, with such changes
as may be required by the Texas Attorney General or the underwriters of said Bonds.
SECTION 4. That the Mayor or the Mayor Pro-Tem of the City Council of the City of
Round Rock or the City Manager of the City of Round Rock are hereby authorized and directed
to execute and deliver, and the City Clerk of the City of Round Rock is authorized and directed
to attest, any amendment or supplement to the CDA hereinafter required or appropriate in
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response to further amendment of the Rule in order to maintain compliance with the
requirements of the Rule.
SECTION 5. That the CDA, and any amendment or supplement thereof, shall become
effective and enforceable in accordance with its terms immediately upon execution and delivery
thereof for all intents and purposes.
SECTION 6. That this resolution shall take effect immediately upon passage and all
ordinances, orders and resolutions in conflict herewith are repealed to the extent of any such
confl ict.
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RESOLVED this 22nd day of August, 2019.
A z
CRAIGORGA Mayor
City of ound R k, Texas
ATTEST:
qRk.
SARA L. WHITE, City Clerk
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CERTIFICATE FOR RESOLUTION
We, the undersigned Mayor and City Clerk of the City of Round Rock, Texas, hereby
certify as follows:
1. The Cit Council of said Cit convened in Regular Session on the 2Z" da of
AMAY Y g y
lil S+ , 2019, at the scheduled meeting place thereof, and the roll was called of the duly
constituted officers and members of said City Council, to-wit:
Craig Morgan, Mayor
Writ Baese, Mayor Pro-Tem
Will Peckham, Councilmember
Rene Flores, Councilmember
Tammy Young, Councilmember
Hilda Montgomery, Councilmember
Matthew Baker, Councilmember
and all of said persons were present, except
thus constituting a quorum. Whereupon, among other business, the following was transacted at
said meeting: a written Resolution entitled
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROUND
ROCK, TEXAS REGARDING FINANCING OF WILLIAMSON COUNTY
REGIONAL RAW WATER LINE; AUTHORIZING THE MAYOR, CITY
MANAGER, AND CITY CLERK TO TAKE APPROPRIATE ACTIONS; AND
DECLARING AN EFFECTIVE DATE
was duly introduced for consideration and passage. It was then duly moved and seconded that
said Resolution be passed; and, after due discussion, said motion, carrying with it the passage of
said Resolution,prevailed and carried by the following vote:
AYES: + NOES: ABSTENTIONS:
2. A true, full and correct copy of the aforesaid Resolution passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Resolution has been duly recorded in the official minutes of said City Council; the above and
foregoing paragraph is a true and correct excerpt from said minutes of said meeting pertaining to
the passage of said Resolution; the persons named in the above and foregoing paragraph, at the
time of said meeting and the passage of said Resolution, were the duly chosen, qualified and
acting members of said City Council as indicated therein; each of said officers and member was
duly and sufficiently notified officially and personally in advance, of the time, place and purpose
of the aforesaid meeting and that said Resolution would be introduced and considered for
passage at said meeting; and 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 Tex. Gov't Code Ann. ch. 551.
3. That the Mayor (or Mayor Pro-Tem) of said City has approved and hereby
approves the aforesaid Resolution; that the Mayor (or Mayor Pro-Tern) and the City Clerk of
said City have duly signed said Resolution; and that the Mayor (or Mayor Pro-Tern) and the City
Clerk of said City hereby declare that their signing of this Certificate shall constitute the signing
of the attached and following copy of said Resolution for all purposes.
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SIGNED AND SEALED THE DAY OF , 2019.
ATTEST: /"' m /
Craig o ga , Ma
PI
Sara L. White, City Clerk
(SEAL)
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SIGNATURE PAGE TO CERTIFICATE FOR A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF ROUND ROCK, TEXAS REGARDING
FINANCING OF WILLIAMSON COUNTY REGIONAL RAW WATER LINE;
AUTHORIZING THE MAYOR, CITY MANAGER, AND CITY CLERK TO
TAKE APPROPRIATE ACTIONS; AND DECLARING AN EFFECTIVE
DATE