R-2023-338 - 10/26/2023 RESOLUTION NO.,R-2023-338
RESOLUTION APPROVING A SOLUTION BY THE BOARD OF DIRECTORS OF
THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY,
AUTHORIZING
INC.
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),SERIES 1tWHEREAS,, the City of Round Rock, Texas (the ,
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 §
"City")
Mflmember of the Brushy Creek Regional Utility ' •
Inc. (the 1# M'I
Authority,
); and
VMEREAS
7 the City has approved and executed the Master Contract for the financing,
Amendment,construction and operation of the BCRUA Regional Water Treatment and Distribution Project as
amended by a First Second
Amendment,Third th
Fifth Amendment and ` 11
f
Rock,Sixth Amendment thereto(collectivelythe"Master Contract )between theCities of Cedar Park,Leander and Round
Texas(collectively,the "Member Cities")and theBCRUA,pursuant to which the BCRUA will construct, operate and maintain water treatment and■
distribution facilities for the benefit of the Member
and
Cities;
WHEREAST the City has previously requested the BCRUA to issue a separate sen*es of
contract revenue bonds for the City in an amount not to exceed $41,750,000
City,portion of the City's contribution to the BCRUA Project (as defined in the Master Contract)
pursuant to the Master Contract; and
WHEREAS, pursuant to Section 4.01(d) of the Master Contract, pn*or to adoption of a
bond resolution by the BCRUA's Board of Directors for a Member
a substantially final copyof the Bond Resolution for the Member City and the sale and offering documents, if any, shall be
presented to the City Council of the Member City for review and approval; and■
WHEREAS, a substantially final copy of the BCRUA's the resolution attached hereto as
Exhibit
"A"
(the 11 Resolution")
l zing issuance of bonds (the "Bonds")
portion
WHEREAS, the Bonds are being sold to the Texas Water Development Board (the
"TWDB") with the only Sale and Offefing Document (as defined in the Master Contract) being
the limited purpose Pfivate Placement Memorandum required by the rules of the TWDB (the
'1 vate Placement Memorandum"),
1
Exhibit "B"
and has been presented to the City Council;
time, WHEREAS '
I it is hereby further officially found and determined that public notice of the
i given, ;
Code,s meeting was
Chapter 5 5 1.
NOW3
THEREFOR, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITYOF 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" has been presented to the City Council for review and is hereby approved as to form and
content by the City Council with such changes therein or additions thereto as the City Manager or;
an Assistant City Manager may deem advisable. The City hereby acknowledges that the payment
of pfincipal of and interest on the Bonds is payable 1in whole or in part, from the Bond Payments
(as defined in the Master Contract) to be made by the City to the BCRUA under and pursuant to
the Master Contract. The Bond Resolution including the Award Certificate executed thereunder,
shall constitute a Bond Resolution under the Master Contract for all purposes.
SECTION 3. OFFERING DOCUMENT. The substantially final draft of the Private
Placement Memorandum related to the issuance of the Bonds attached hereto as.Exhibit "B" has
been presented to the City Council for review ana is I nereby approved by the City Council with
such changes therein or additions thereto as the
,
,
,
,
, i Assistant
operatingty Manager or an
deem advisable.
SECTION 4. CONTINUING DISCLOSURE UNDERTAKING. In Article X of the
Master Contract, the City has agreed to provide continuing disclosure of certain financial and
of the United States ,ttes. and Exchange Commission (the,
"SEC").
amendments to the Rule since the execution of the Master Contract,the City hereby undertakes as
follows in order to comply i(a) Annual Reports. The City shall provide annually to the MSRB,(1)within,
th the requirements of the Rule as currently in effect:
, i
x months
after the end of each fiscal year of the City ending in or after 2023, financial statements of the City
if audited financial statements of the City are then available, and(2) if not available by such time,
audited financial statements of the City, when and if available. Any financial statements to be
provided shall be (i) prepared in accordance with generally accepted auditing standards by a
certifiedic account or licensed public accountant or such other accounting principles
City may be required to employ from time to time pursuant to state law or regulation and (ii)
within the ,
audited, if the City commissions an audit of such financial statements and the audit is completed
, ,
od
ng which they must be provided. If the audit of such financial statements
is not complete within
financial
applicable fiscal year, when and if the audit report on such statements becomes available. If the
BCRUArRcsApprVRcS13S=ce ound Rock 2023
City changes its fiscal year, it will file notice of the change (and of the date of the new fiscal year
end) with the MSRB pn'or to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
(b) Event.Notices. The City shall file notice of any of the following events with
respect to the Bonds with the MSRB in a timely manner and not more than 10 business days after
the occurrence of the event:
(1) Pn'ncipal and interest payment delinquencies,,
(2) Non-payment related defaults, if material-,
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perfonn,-
(6) Adverse tax opinions,the issuance by the Intertial Revenue Service of proposed or
final determinations of taxabi •
lity, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affectin the tax status of the Bonds;
9
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property secufing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy., insolvency, receivership,or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of the assets of the City, other than in the ordinary course of
business', the entry into a definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such achons,, other than pursuant to its terms, if maten'al;
■
(14) Appointment of a successor or additional trustee or the change of name of a trustee,
i ■
f material,;
(15) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority fights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders, if material; and
B,C'.Rll[J-A I{Res,Appry Res Immicir T"!B ROUnd Roc Ik 2102 3
■
, 4
(16) Defaultevent of acceleration, termination event, modification of terms', or other
similar events under the terms of a Financial Obligation of the City,• any of which reflect financial
difficulties.
For these purposes,(a)any event described in the immediately preceding paragraph(12) i• s
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
J unsdicti on over substantial ly al I of the assets or business of the City, or 1 f such j un*sdiction has
been assumed by leaving the existing govemtng body and officials or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
govemmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City, and (b) the City intends the words used in the immediately preceding
paragraphs(15)and(16)and the definition of Financial Obligation in this Section to have the same
meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated
August 20, 2018.
The City shall file notice with the MSRB, in a timely manner,of any failure by the City to
provide financial information or operating data in accordance with subsection (a) of this Section
0 111
by the time requirea I ny such subsection.
(c) Limitations Disclaimers, and Amendments. The City shall be obli• gated to
observe and perform the covenants specified in this Section for so long as, but only for so long as,
the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the City in any event will give notice of deposit made in accordance with Section 32
the Bond Resolution that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section,express or implied, shall give any benefit or any legal or
equitable fight, remedy, or claim hereunder to any other person. The City 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 infonnation that may be relevant or maten'al to a complete presentation of the City's financial
results condition, or prospects or hereby undertake to update any informato Wed in
ion provi
accordance with this Section or otherwise, except as expressly provided herein. The City makes
no representation or warranty concerning such information or its usefulness to a decision to invest
0
in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, rN CONTRACT OR
TORT, FOR DAMAGES RESULTrNG IN WHOLE OR IN PART FROM ANY BREACH BY
T14E CITY, WHETHER N-EGLIGENT OR WfTH 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.
4
BCRUA�,,ResApprvResIssuance TWDB�Round Rock 2023
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under the Master Contract for purposes of any other provision of
the Master Contract.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements,a change in law,or a change
q
in the identity,naturel status,,or type of operations of the City,but only if(1) the provisions of this
Section as so amended,, I
would have pennitted an underwriter to purchase or sell Bonds qn the
primary offen*ng 0
of the Bonds in compliance with the Rule, i taking into account any amendments
or interpretations of the Rule to the date of such amendment as well as such changed
j
circumstancesand (2)either (a)the holders of a ma
, ority in aggregate principal amount of the
outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City
(such as nationally recognized bond counsel)detennines that such amendment will not matenoally
impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal
or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of
the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, and the City also may amend the provisions of this Section in its discretion in any ot,ner
manner or circumstance, but in either case only if and to the extent that the provisions of this
sentence would not have prevented an underwn'ter from lawfully purchasing or selling Bonds in
the pfimary offen'ng of the Bonds,giving effect to (1) such provisions as so amended and(ii) any
amendments or interpretations of the Rule. If the City so amends the provisions of this Section,
the City shall include with any amended financial infonnation or operating data next provided in
accordance with this subsection(a)of this q
Section an explanation,in narrative fonn,of the reasons
for the amendment and of the impact of any change in the type of financial inforn-lation or operating
data so provided.
(d) Fonnat,_Iden
j�t�in Information and Inco[poration by Reference. All financial
infonnation, Operating data, financial statements, and notices required by this Section to be
p *ded to the MSRB shall be provided in an electronic format and be accompanied by identifying
rovi
information prescn'bed by the MSRB.
Financial information and operating data to be provided pursuant to subsection (a) of this
Section may be set forth in fall in one or more documents or may be included by specific reference
to any document (including an official statement or other offering document) available to the
public on the MSRB's Internet Web site or filed with the SEC.
SECTION 5. CERTIFICATES. The City Manager or an Assistant City Manager is
authorized to sign an approval affidavit and approval certificate attached hereto as "'
xhibit,"D
E
reflecting the final interest rates and terms of the Bonds. The Mayor, City Clerk, City Manager
and Assistant City Manager are authon*zed to sign all certificates and are hereby authofized and
directed to do any and all things necessary and/or convenient to carry out the tenns of this
Resolution and the issuance of the Bonds.
55
BiCRUA���Rit:s,A.pF.pirv'Ric,31:s:su:am,cie TWTYB R01mid'Rock 21023
SECTION 6. CONSERVATION PLAN. The City will implement the Texas Water
Development Board approved water conservation plan.
SECTION 7, IMMEDIATE EFFECT. This Resolution shall take effect immediately
V
from and after its adoption in accordance with the law.
[The Remainder of This Pagel"s Intentionally Left Blank]
116
1131CRUA�!P,�c;s,Alp�pirv'R�es'[:s,,su,anicy c'TIAIDIR IV iiIRoCk'202.3
PASSED AND APPROVED this October
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EXHIBIT "A"
BOND RESOLUTION
,miilr
I
IV Round Rock 2023
RESOLUTION NO.
RESOLUTION BY THE BOARD OF DIRECTORS OF THE BRUSHY CREED
REGIONAL UTILITY AUTHORITY, INC. AUTHORIZING THE ISSUANCE OF
"BRUSHY CREED REGIONAL UTILITY AUTHORITY,INC.CITY OF ROUND
ROCK,,TE AS CONTRACT REVENUE BONDS,(BRUSHY CREEK REGIONAL
WATER TREATMENT,AND DISTRIBUTION PROJECT),SERIES 2023#';
ESTABLISHING THE PROCEDURES FOR SELLING AND DELIVERING THE
BONDS AND RESOLVING OTHER HATTERS INCIDENT AND RELATING TO THE
ISSUANCE, PAYMENT SECURITY,SALE,AND DELIVERY OF SUCH BONDS
ADOPTED OCTOBER 25,2023
m
B RRA I Bond Resolution TWDB III RR 2023
RESOLUTION No,
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 CREED REGIONAL
WATER'TREATMENT AND DISTRIBUTION PROJECT), SERIES 202311;
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
V -HEREAS, 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 Burd 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
VHEREAS,the BCRUA has previously issued 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 respective share of costs 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
VHEREAS, 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 ional Water
Treatment and Distribution Project," dated as of September 2, 2008, as amended by 1 a "First
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional water Treatment and Distribution Project" dated as of January 22, 2009; "Second
Amendment to the Baster Contract for the Financing,Construction and Operation of the BCRUA
Regional Nater Treatment and Distribution Project" dated as of October 20, 2010; "Third
Amendment to the Master ster Contract for the Financing,Construction and Operation of the BCRUA
Regional water Treatment and Distribution Pro j ect" dated as of February 22, 2012; 4 "Fourth
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional water Treatment and Distribution Project's dated as of April 25, 2018; a "Fifth
Amendment to the Master Contract for the Financing,Construction and Operation of the BCRUA
Regional water Treatment and Distribution Project" dated as of April 2 , 2021 and a "Sixth
BCRUA ii RR 2023
Amendment to the Master Contract for the Financing,Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project' dated as of December 15,2021 (collectively,
the "Contract" .
WHEREAS, pursuant to the Contract 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 B.CRUA Project and to make payments to or on behalf of the
BCRUA.in amounts sufficient to meet all of the BCRU 's obligations under the Contract including
relating to a City's respective series 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,the Cities and the BCRUA have approved the Contract; and
WHEREAS, Round Rock has requested that the BCRUA issue an additional separate
series of revenue bonds in an aggregate principal amount not to exceed $41,750,000 pursuant to
the Contract to finance bound Rock's share of the BCRUA Project(the "Bonds'); and
WHEREAS,Cedar Park has also requested the BCRUA issue an additional separate series
of contract revenue bonds pursuant to the Contract to finance its respective share of the BCRUA
Project Costs with such series of contract revenue bonds expected to he issued and delivered
simultaneously with the Bonds; and
WHEREAS, this Resolution constitutes a Bond Resolution as that terra is defined in the
Contract; and
WHEREAS, the principal of the Bonds and the interest thereon are and shall he solely
payable from and secured by a lien on and pledge of the portion of the Annual Payments lesi na ed
s "Bond Payments" to be made by Round Rock 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 dine, and the fees and expenses of the Paying Agent Registrar for the Bonds, all
as required by this Resolution.
NOW, THEREFORE, EE IT RESOLVED BY THE BOARD of DIRECTORS of
THE BRUSHY CREED 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" "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 he
entitled "BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. CITY OF ROLTND
ROCK,,, TEXAS CONTRACT REVENUE BONDS (BRUSHY CREED REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT), SERIES 2023" and are hereby authorized to
2
BRUA Bond Resolution TWDB I RR 2023
be issued and delivered in an aggregate maximum principal amount not to exceed $41,750,000.
The authority of the BCRUA Representative to execute and deliver an Award Certificate for the
Bonds shall expire at :00 p.m., C.D.T., on December 31, 2023. Bonds priced on or before
December 31, 2023 may close after such date.
(b)Purpose The Bonds are to be issued for the following purposes to pay: i ROUND
ROCK'S SHARE of THE COSTS OF DESIGNING, CONSTRUCTING)STRUCTING) ACQUI .II ,
IMPROVING AICD/DIS EXPANDING THE BCRUA PROJECT INCLUDING BUT NOT
LIMITED TO CONSTRUCTION OF THE PHASE ID WATER TREATMENT PLANT
EXPANSION, THE PHASE 2 RAW WATER DELIVERY SYSTEM AND ELECTRICAL
UTILITY IMPROVEMENTS TS FGI THE PHASE 2 RAW WATER PUMP AND(ii)THE COSTS
OF ISSUANCE OF THE BONDS.
TDS.
Section 3. DATE, DENOMINATIONS,TIONS, NUMBERS, MATURITIES AND
TERMS of BONDS. a) Terms of the Bonds. The Bonds shall initially be issue, sola, 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 Mate which
shall be numbered T-1), payable to the respective initial Registered Owners thereof in an
Authorized Denomination, maturing not later than August 1, 2048, serially or otherwise on the
slates, 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) C rdfis authorized by the Authority Act,the BCRUA Representative is
hereby authorized,appointed,and designated to act on behalf of the 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
shah be known, the price at which the Bonds will be sold, the gears in which the Bonds will
mature, the principal amount to mature in each of such gears, the aggregate principal amount o
the Bonds, the rate or rates of interest to be borne by each maturity, the interest payment periods,
the slates, price, and terms upon and at which the Bonds shall be subject to redemption prior to
maturity at the option of the 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"
the form of which is attached hereto as Exhibit "B"; 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
net effective interest rate in excess of the maximum rate allowed by law. In establishing the
aggregate principal amount of the Bonds, the BCRUA Representative shall establish an amount
not to exceed the amount authorized in Section 2, which shall be sufficient to provide for the
purposes for which the Bonds are authorized and to pay the costs of issuing the Bonds.
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. No such Award Certificate shall be executed and
3
BCRUA end Resolution TWDRIIIRR 2023
delivered under this Resolution, unless and until the City Council of the City of Round Rock
approves this Resolution.
In satisfaction of Section 1 01.0 a 3 , Texas Government Code, the Board hereby
determines that the delegation ofthe authority to the BCRUA Representativeto approve the final
terns and conditions of the Bonds as set forth ire this Resolution is, and the decisions made by the
CRUA Representative pursuant to such delegated authority and incorporated in the Award
Certificate will be,in the CRUA's best interest and shall have the same force and effect as 'f such
determination were made by the Board, and the BCRUA Representative is hereby authorized to
make and include in the Award Certificate an appropriate finding to that effect. The Award
Certificate is hereby incorporated by reference into and made a part ofthis Resolution.
(c) Sale of the Bonds. To achievelv ntau 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. The Private Placement Memorandum prepared in connection with
the sale of the Bonds to the Purchaser in substantially the form attached to this Resolution is
approved.
(d)In GeneraL The Bonds i may and shall be redeemed prior to the respective scheduled
maturity dates, (ii) may be assigned and transferred,erred, (iii) may be exchanged for other Bonds, iv
shall have the characteristics, 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
F BOND D 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, ANIS EXCHANGE;
U THEN TICATION; Boom-ENTRY-OILY SYSTEM. a) Paying AntlRi r, The
BCRUA Representative in the Award Certificate shall select an eligible institution to serge a
paging agent registrar for the Bonds (the "Paying Agent/Registrar"). The BCRUA Representative
is authorized to enter into and carry out a Paying Agent/Registrar Agreement with the Paying
AgentRegistrr with respect to the Bonds in substantially the form and substance presented to the
Board set forth in Exhibit"Y'in connection with the approval of this Resolution with such changes
as are acceptable to the BCRUA Representative.
(b) ReBooks. The BCRUA shall keep or cause to be kept at the designated
corporate trust office of the Paying Agent Registrar (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 hooks or records and make such registrations of transfers, exchanges,
4
B RUA I Bond Resolution'TWDB I RR 2023
and replacements under such reasonable regulations as the B.CRUA 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 ofthe Registered Owner of each Bond to whichpayments grit
respect to the Bonds shall be mailed,as herein provided;but it shall be the duty of each Registered
Darner to notify the Paging 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
BCRUA shall have the right to inspect the Registration Books at the Designated Trust Office of
the Paying gent 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 shah
be maintained in the State.
(c) fBonds. 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 of this Resolution, whether or not such Bond shall be overdue, and, to the extent
permitted by laver, the BCRUA 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 ofthe sum or suras so
paid.
(d) PBonds and Interest. The Paying Agent/Registrar shall further act as the
paying agent for paging 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 b
the BCRUA 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 ofthe Mate
and registered by the Comptroller of Public Accounts of the Mate, 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/REGISTRAWS AUTHENTICATION CERTIFICATE (the
"Authentication Certificate"). The Authentication Certificate shall be in the form set forth in the
PSI OF BOND in Exhibit"C" attached hereto.
(f) Transfer, Exchange, or Replacement. Each Bond issued and delivered pursuant t
this resolution, to the extent of the unpaid or unredeemed med principal amount thereof, may, upon
surrender of such Bond at the Designated'gust Office ofthe Paying Agent/Registrar,together with
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 PayingAgent/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 Mated that
each substitute Bond shall be of the same Series and have a single stated maturity date), as
BCRUA JJ'Band Resolution T DB Jf RR 2023
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 maturi
(g) substitute Paying AgentlRegis rar•. The BCRUA covenants with the Registered
Owners of the Bonds that at all times while the Bonds are outstanding the BCRUA 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 gent Registrar will be one entity. The BCRUA reserves the right to, and may, at
its option,change the Paying Agent Registrar upon not less than ninety 9 days written notice to
the Paying Agent Registrar,to be effective not later than sixty o 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 (oar its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the BCRUA covenants that promptly it will appoint a competent
and legally qualified ied bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this resolution. Upon any change in the PayingAgent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books or
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 ECRU . Upon any change in the Paying
Agent/Registrar, the BCRUA promptly will cause a written notice thereof to he sent by the new
Paying Agent Registrar to each Registered Owner of the Bonds, by United Mates nail, 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, each Paying AgentRegistrr shall be deemed to
have agreed to the provisions of this Resolution, and a certified copy ofthis Resolution shall be
delivered to each Paying Agent/Registrar.
(h)Book- y-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 fuller 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 ofCede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede
Co., as nominee of ITC, the BCRUA and the Paying Agent/Registrar egistrar shall have no
responsibility or obligation to any BTC. Participant or to any person on behalf of whom such a
ITC Participant holds an interest on the Bonds. without limiting the immediately preceding
sentence, the BCRUA and the Paying Agent Registrar shall have no responsibility or obligation
with respect to i the accuracy of the records of DTC, Cede & Co, or any DTC Participant with
respect to any ownership interest in the Bonds,(ii)the delivery to any ITC 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 its 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 BCRUA 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
BCRUA Boni Resolution TWDB�RR 2023
writing, and all such payments shall be valid and effective to fully satisfy and discharge the
BCR JA'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 a Registered Owner,as shown
in the Registration Books,shall receive a Bond certificate evidencing the obligation of the BCRUA
to make payments ofprincipal, 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&C ." in this Resolution shall refer to such new
nominee of DTC.
(i)successor Securities Depository; Transfers OutsideBook-Entry-Only system. In the
event that the BCRUA or the Paying Agent Registrar determines that DTC is incapable of
discharging its responsibilities described herein and in the representation letter of the BCRUA to
DTC as described in Section 35 of this Resolution) or DTC determines to discontinue providing
its services with respect to the Bonds, the BCRUA shall i appoint a successor securities
depository,qualified to act as such under Section 17A of the Securities and Exchange Act of1934,
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 11
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 DTC accounts. In such
event, the Bonds shall no longer be restricted to being registered in the Registration Books in the
naive of Cede & Co., as nominee of DTC, but may be registered in the naive 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.
6 Payments to Fede& Co, Notwithstanding any other provision of this resolution to the
contrary, so long as any Bond is registered in the name ofCele & Co., as nominee f ITC, 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 ofthe BCRUA to ITC.
(k)Notice of Redemption, In addition to the method of providing a notice of redemption
set forth in the FORM OF BOND, the Paying gent Registrar shall give notice of redemption of
Bonds by mail, first-class postage prepaid at least thirty days prior to a redemption slate 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 o clays but not more than ninety
(90) days prior to the actual redemption date. Any notice seat to the registered securities
depositories or such national information services shall be seat so that they are received at bast
two 2 clays 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 seat the Bonds in for redemption sixty days after the redemption slate.
Each notice of redemption, whether required in the FORM I F BOND or in this Section, shall
contain a description of the Bonds to he redeemed including the complete name of the Bonds, the
81
B RRA Bond Resolution TWDB[RR 2023
Series,the date of issue,the interest rate or rates,the maturity date,the CU IP 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 ofthe 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 C1_TSIP number relating to each amount paid to such
Registered Owner.
(1) CNotice Redemption. With respect to any optional redemption o the
Bonds, unless certain prerequisites to such redemption required by the Resolution have been net
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
f redemption, such notice shall stag that said redemption may, at the option of the BCRUA, be
conditional upon the satisfaction action 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 skull give notice,
in the manner in which the notice of redemption was given, to the effect that the Bonds have not
been redeemed.
Section 6. Fold of BOND. The form of the Bond, including the form of the
Authentication Certificate,the form of Assignment and the form of Registration C rtifieate of the
Comptroller of Public Accounts of the State,with respect to the Bonds initially issued and delivered
Pursuant to this Resolution shall be respectively, substantially as set forth in Exhibit 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 ofthe 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 ofthe Contract. The BCRUA shall
deposit the Bond Payments, as collected and received, into a separate fund and account on the
boobs and records of the BCRUA known as the "Round Rock's Debt Service Fundi, which has
previously been created and is hereby confirmed, to be utilized pursuant to the Contract ars
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 of the Debt Service
Requirements on the Bonds Similarly Secured for any lawful purpose in accordance with this
Resolution and the Contract.
9
(b)Perfe ion 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 laver 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 of the security
interest in this pledge,the Board agrees to talo such measures it determines are reasonable and
necessary under State lave to comply with the applicable provi
the Bonds Similarly Secured thea 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. If the Bond Payments in any month are
insufficient to make the required payments into the Debt Service Fund, thea the amount nt ny
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 a 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 Fuad, and such
amounts i.e.,accrued and investment interest)so deposited into the Debt Service Fund shall reduce
the sura otherwise required to be deposited in the Debt Service Fund from Bond Payments.
(b) Construcdon Fund The BCRUA hereby creates and establishes and shall maintain
on the books and records of the BCUA a separate fund or account to be entitled the "gushy
Creek Regional Utility Authority, Inc. City ofIRound Rock, Texas Contract Revenue Bonds
(Brushy geek Regional water Treatment and Distribution Project), Series 2023, Construction
Fund" for use by the BC UA for payment of Round Rock's share of the BCRUA Project. The
BC UA shall deposit the net proceeds from the sale of the Bonds released from escrow as provided
in Section d o below into the Construction Fund as provided in this Resolution. Funds in the
Construction Fund shall be used for payment of Found Dock's sham of BC UA Project Costs.
Upon payment ofall 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 gent")substantially in the form and content presented at this meeting
and shown on Exhibit"E"attached hereto,specifying the duties and responsibilities of the BC UA
and the Escrow Agent, is hereby approved and the BCRUA Representative is hereby authorized
and directed to execute the Escrow Agreement on behalf ofthe BCRUA. The BCRUA
Representative in the Award Certificate shall select an eligible institution to serve as Escrow Agent.
On the closing date, the BCUA shall cause the proceeds from the sale of the Bonds to be
deposited into the Escrow Fuad or, if agreed to by the Purchaser, all or a portion ofthe proceeds
of the Bonds may be deposited into the Construction Fund.
Boners disbursed from the Escrow Fund established pursuant to the Escrow Agreement
shall be applied only for the costs of issuance of the Bunds 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.
G w
BCRUA,Bond Resolution TWD13
i�RR 2023
Section 11. DEFICIENCIES - EXCESS BOND PAYMENTS. fii r ks. I
on any occasion there shall not be sufficient Bond Payments to make the required deposits into the
Debt Service Fuad,thea 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, any resolution authorizing the issuance of any
currently Outstanding Bonds Similarly Secured 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 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 clue on the Bonds Similarly Secured.
Section 1 . 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 sane
extent as the Bonds and the other 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 arra 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) ars
the funds under the resolution authorizing the same contains the amounts then required to be
therein;
.,
B RUA J Bond resolution TWDB I RR 2023
(ii) Aconsulting 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 noir or hereafter defined in the Contract; provided, however this certification
shall not be necessary for the issuance an f any refunding bonds;
(iii) Round Rock, 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;
(v) Based upon an opinion of legal counsel to the BCRUA that there are legal, valid
and bindings contracts thea in effect pursuant to which Round Rock 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 he 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, Additional Bonds and other Bonds
Similarly Secured to be Outstanding after the issuance of the proposed Additional Bonds; and
(vi) So long as any Bonds that will be Outstanding after the issuance of the proposed
Additional Bonds aro owned by the Purchaser, the BCRUA shall have demonstrated to the
satisfaction of the Executive Administrator of the Purchaser that Bond Payments will he sufficient
for the repayment ofall of the Bonds, Additional Bonds and other Bonds Similarly Secured to be
Outstanding after the issuance ofthe proposed Additional Bonds.
The Bonds Similarly Secured may be refunded (pursuant to any law thea 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 Round
Rock, 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 ofthe 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 Prof ect and its
13
BCRUA,Bond Resolution T DB�RR 2023
operations of a kind and in such amounts customarily carried by municipal corporations in the
State engaged in a similar type of business (which must be in an amount sufficient to protect the
interests of the Registered Owners of the Bonds Similarly Secured 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 0 days after the date of loss. The payment of premiums for all
insurance policies required ander the provisions hereof shall be considered Maintenance and
Operating Expenses of the BCRUA Project, Nothing in this Resolution shall be construed a
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 preventingthe CEJ iro 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
rennin 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 Similarly Secured or any duly authorized agora 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 evert later than six months after)the close of
each Fiscal Year, it will cause an audit of such hoofs and accounts to be made by ars independent
firm of Certified Public Accountants. The BCRUA will provide such the annual audit performed
by an independent firm of Certified Public Accountants as set forth in Section 30 of this Resolution.
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 NCUI IBR NCE 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 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 o 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 aright be used as a substitute for the BCRUA Project and will prohibit the operation of any
such competing facilities.
BCRUA Bond Resolution TWDB I RR 2023
Section 2 . SPECIAL COV N NTS. The BCRUA further covenants and agrees
that: a Title. The B.CRUA 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 of the registered
Owners of the Bonds against the claims and demands ofall 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 chane 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 of the Bonds Similarly Secured and pay from the
Bond Payments the principal of and interest on every Bonds 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 Owners of the
Bonds Similarly Secured may require the BCRUA, its officials, agents, and employees to carry
out, respect, or enforce the covenants n obligations of this Resolution or any resolution
authorizing the issuance of Bonds Similarly Secured, as the case may be, 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.
(d) LAuthority. 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) 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
BCRUA I Bead Resolution I RR 2023
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 ofthe rel Payments, and the Registered Owners thereof
shall never have the right to demand payment of the principal of or interest on the Bonds Similarly
Secured from any funds raised or to be raised through taxation by Found Rock or the BCRUA.
Section 22. DEFAULT AND REMEDIES. a) Events of Defauft. Each of the
following occurrences or events for the pose 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 sane 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 o days after notice of such default is
given by any Registered Owner to the BCRUA; or
(iii)a default by bound rock under the Contract.
(b) Remediesfor Event , fault.
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 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 tered 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) Upon the happening of any Event of Default, thea and in every ease the
Purchaser,acting as a registered Owner of the Bonds,may exercise all remedies available
to it in law or equity, and any provision of this Resolution or the Bonds that restricts or
limits the Purchasees fall exercise of such remedies shall be of no force and effect.
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BCRUA Bond Resolution TwDB I RR 2023
(iii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners ofBonds thea Outstanding.
(iv) long as an Insurer is not in payment default on the related Insurance Policy
for the Bonds, the Insurer shall be deemed to be the sole Registered Owner of such Bonds
insured 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 mailable as a remedy under this Resolution.
(H) 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) Bone of the members of the Board of Directors, nor any other official or
officer, agent, or employee of the BCRUA, shall be charged personally by the Registered
Owners with any liability, or be held personally liable to the Registered Owners under any
terra or provision of this Resolution, or because of any Evert 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 of the BCRUA 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 Bonds Similarly Secured, solely for any one or more
of the following purposes:
(i) To add to the covenants and agreements of the BCRUA 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 BCRUA in this Resolution;
(11) To cure any ambiguity or inconsistency, or to cure or correct any defective
provisions contained in this Resolution,upon receipt by the Board of ars opinion of counsel,
that the same is needed for such purpose, and will more clearly express the intent of this
Resolution;
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BCR
UA!Bond Resolution !RR 2021
(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
f the Board, materially adversely affect the interests ofthe 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 ofthe owners of the Outstanding Bonds;
(v) To make such changes, modifications r amendments as are permitted by
Section 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 of the Board, materially
adversely affect the interests of the owners of the Outstanding Bonds; or
(vii)To assign the Contract to a trustee.
(b) With Consent Subject to the other provisions of this Resolution, the
Registered Owners of Outstanding Bonds aggregating 5 1% 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 ofthe terms
and conditions in this Resolution or in the Bonds so as to:
(1) lake any change in the maturity of the Outstanding Bonds;
(2) Reduce the rate of interest borne by the Outstanding Bonds;
(3) Deduce the amount ofthe principal payable on the Outstanding Bonds;
(4) Modify the terms of payment ofprincipal of or interest on the Outstanding Bonds,
r impose any conditions with respect to such payment;
(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 of Bonds
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 subsection above, the Board shall cause notice ofthe proposed amendment to 1
published in a financial newspaper or journal of general circulation in The City of New York,New
York or the State including in the Texas Bond Reporter once during each calendar week for at bast
1
BCRUA Bond Resolution TvwDB i RR 2023
two 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,
if the Board gives or causes to be given such notice in writing to each Registered Owner of Bonds.
(ii) In the event S&P and/or Moody's maintains a rating on the Bonds, copies of any
modification or amendment to this Resolution shall be scat to S&P and/or ioody's, as applicable,
t least ten 10 days prior to the effective date thereof.
(d) Receipt ofConsents. Wherever at any time not less than thirty 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 5 1% 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 sarin form.
(e)Effect of Amendments. Upon the adoption lir the Board of any resolution to amend
this resolution pursuant to the provisions of this Section, this Resolution olution shall be deemed to be
amended in accordance with the amendatory resolution, and the respective rights, duties, and
obligations of the BCRUA and all the owners of thea Outstanding Bonds arra all future Bonds shall
thereafter be determined, exercised, and enforced under the resolution and this resolution, as
amended.
(f) Consent Irrevocable. Any consent given by any owner of Bonds pursuant to the
provisions of this Section shall be irrevocable for a period of six 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 sirs 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 BCRUA, but such revocation shall not be effective if the owners of 5 1% in Outstanding
principal amount of Bonds, prior to the attempted revocation, consented to and approved the
amendment.
(g) 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.
egistrar.
(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.
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BCRUA�Bond Resolution TWDB Jl RR 2023
Section 24. COVENANTS REGARDING TAX-EXEMPTION of INTEREST ON
THE BONDS. a Covenants. The BCRUA 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 1386, as amended(the "IRS Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof,the B.CRUA 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 finance
or refinanced therewith are so used,such amounts,whether or not received by the BCRUA,
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 141b3 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 of the proceeds of the 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 Cole;
(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;
(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 IIS Code) which produces a
materially higher yield over the term of the Bonds,other than investment property acquired
with:
(A)proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond,for a period of 90 daysor less until
such proceeds are needed for the purpose for which the Bonds are issued,
B RUA @ Bond Resolution T DB 0�RR 2023
(B) amounts invested in a bona fide debt service fund, within the meaning
f section 1.1 4 8-1 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 ofthe Beads or amounts treated a
proceeds of the Bonds,as may be necessary,so that the Bonds do not otherwise contravene
the requirements ofsection 148 of the IRS Code(relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds
to pay debt service on another issue more than 90 days after the date of issue of the Bonds
in contravention ofthe requirements irements of section 149(d) the Code (relating to advance
refundings);
(9)to pay to the United States ofAmerica 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(f)of the IRS Code and
to pay to the United Mates of America, not later than sixty o days after the Bonds have
been paid in full, 100 percent ofthe amount then required to be paid as a result of Excess
Earnings under section 148(f) of the IS Code;
(10)to file or cause to be filed with the Secretary of the Treasury,not later than the
15th day of the second calendar month after the close ofthe calendar quarter in which the
Bonds are issued, an information statement concerning the Bonds, all under and in
accordance with section 19e of the Code and the applicable Regulations promulgated
thereunder; and
(b)Rebate Fuad, In order to facilitate compliance with the above covenant ,a"rebate
Fund's is hereby established by the BCRUA for the sole benefit of the United Mates of America,
and such find shall not be subject to the claim of any other person, including without limitation
the bondholders. The Debate Fund is established for the additional purpose of compliance with
section 148 of the IRS Code.
(c) The BCRUA 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 bands expended prior to the date of issuance of the
Bonds. It is the understanding of the BCRUA that the covenants contained herein are intended to
assure compliance with the IRS Code and any regulations or rulings promulgated by the J.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 promulgated which impose additional
t RR 2023
P
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 rmitt d her the IRS Code as
are consistent with the purpose for the issuance of the Bonds,This Resolution is intended to satisfy
the official intent requirements set forth in Section 1.150-2 ofthe Treasury Regulations.
(d) Allocation o, ; and Limitadon on, Expenditures for the Project. The BCRUA
covenants to account for the expenditure ofsale proceeds and investment earnings t e used for
the purposes described in Section 2 of this Resolution (the "Project") on its books and records in
accordance with the requirements of the IRS Code. The BCRUA 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 the
Project is completed; but in no event later than three }mars after the date on which the original
expenditure is paid. The foregoing notwithstanding, the BCRUA 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 days after the earlier of l the fifth (5') anniversary ofthe
delivery ofthe Bonds,or the date the Bonds are retired.The BCRUA 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 statins of the Bonds. For
purposes of this subsection, the BCRUA shall not be obligated to comply with this covenant if it
obtains ars opinion of rationally-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 CIL covenants that the property constituting the
BCRUA Project will not be sold or otherwise disposed in a transaction resulting in the receipt by
the BCRUA of cash or other compensation, unless the BCRUA obtains an opinion of nationally-
recognized bona counsel that such sale or ether disposition will not adversely affect the tax-exempt
status of the Bonds. For purposes of this subsection, the portion of the 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
BCRUA shall not be obligated to comply with this covenant if it obtains an opinion of nationally-
recognized bona 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 BCRUA and the Registered Owners from time to
time of the Bonds and the pledge made in this Resolution by the BCRUA n i the covenants and
agreements set forth in this Resolution to be performed by the BCRUA 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
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B RUA�Bond Resolution'TWDB y"RR 2023
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.
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 he 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 T ANIS PERFORMANCE ON BUSINESS DAYS. Except as
provided to the contrary in the FORA 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 BCRUA, 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 BCRUA,, the registered Owners, and the
Paying Agent/Registrar as herein and therein provided.
Section 29. CUSTODY, APPROVALI 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 BCRUA representative is hereby authorized to execute the engagement
letter submitted herewith for McCall, Parkhurst & Horton L.L.P. to serve as the B RUA's Bona
Counsel for the issuance of the Bonds.The approving legal opinion of the CRU 's Bond Counsel
and the assigned CUSIP numbers may, at the option of the BCRUA, 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
23,
HCRUA,��Bond ResolutionJR 2023
for all purposes. If insurance is obtained on any of the Bonds, the Bonds shall beam as appropriate
and applicable, a legend concerning insurance as provided by the municipal hone insurance
company issuing any such insurance.
Section 30. COMPLIANCE WITH RULE 15c2-12. Annual Reports. The
BCRUA shall provide annually to the MSRB, 1) within six months after the end of each fiscal
year of the BCRUA ending in or after 2023,financial statements of the BCRUA if audited financial
statements of the BCRUA are then available,and 2 if not available by such time,audited financial
statements of the BCRUA,when and if available.Any financial statements to be provided shall be
(i)prepared in accordance with generally accepted auditing standards by a certified public account
or licensed public accountant or such other accounting principles as the BCRUA may be required
to employ from time to time pursuant to state law or regulation, and (ii) audited, if the BCRUA
commissions an audit of such financial statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not complete
within 12 months after any such fiscal year end, then the BCRUA shall file unaudited financial
statements within such 12-month period and audited financial statements for the applicable fiscal
year,when and if the audit report on such statements becomes available.
If the BCRUA changes its fiscal year, it will file notice of the change (and of the date of
the neer fiscal year end) with the MSRB prior to the next date by which the BCRUA otherwise
would be required to provide financial information and operating data pursuant to this Section.
(b) Event Notices. The BCRUA shall file notice of any of the following events with
respect to the Bonds with the MSRB in a timely manner and not more than 10 business days after
the occurrence of the event;
(1) Principal and interest payment delinquencies;
(2) Non-payment ent r l ate l defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers,or their failure to perform;
Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- E , or other
material notices or determinations with respect to the tax statins of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances-
BCRUA,
efeasances;B RUA Bond Rcsolution T DB J,,RR 2023
(10) Release, substitution, or sale of property securing repayment ofthe Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency,receivership, or similar event of the BCRUA;
(13) The consummation of a merger,consolidation,or acquisition involving the BCRUA
or the sale of all or substantially all of the assets of the BCRUA, other than in the ordinary course
of business,the entry into a definitive agreement to undertake such an action or the termination of
a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional trustee or the change of name of a trustee,
if material;
(15) Incurrence of a Financial obligation of the BCRUA, if material, or agreement t
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation ofthe BCRUA, any of which affect security holders, if mast ria L ars
(16) Default, event of acceleration, termination event, modification ofterms, or other
similar events under the terms of a Financial Obligation of the BCRUA, any of which reflect
financial difficulties.
For these purposes, a any event described in the immediately preceding paragraph 12 is
considered to occur when any of the following occur: the appointment of a receiver,fiscal agent,
or similar officer for the BCRUA in a proceeding under the United Mates Bankruptcy Code or in
any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the BCRUA, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers of
the BCRUA in possession but subject to the supervision and orders of a court or governmental
authority,or the entry of an order confirming a plan of reorganization, arrangement, or liquidation
by a court or governmental authority having supervision or jurisdiction over substantially all of the
assets or business of the BCRUA, and b the BCRUA intends the words used in the immediately
preceding paragraphs (1 5) and 16 and the definition of Financial Obligation in this Section to
have the same meanings as when they are used in the Rule, as evidenced by SEC Release N . 34-
83885, dated August 20, 2018.
The BCRUA shall file notice with the MSRBI, in a timely manner, of any failure by the
BCRUA to provide financial infor ation or operating data in accordance with subsection (a) of
this Section by the time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. The BCRUA shall be obligated to
observe and perforin the covenants specified in this Section for so long as,but only for so long as,
the BCRUA remains an 'obligated person's with respect to the Bonds within the meaning of the
Rule, except that the BCRUA in any event will give notice of any deposit that causes the Bonds to
be no longer Outstanding.
BCRUA I Bond Resolution TWDB iu RR 2023
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the fonds,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 BCRUA 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 sloes not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the CRU '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 BCRUA
makes no representation or warranty concerning such infornnation or its usefulness to a decision to
ingest in or sell Bonds at any future slate,
[UNDER NO CIRCUMSTANCES SHALL THE BCRUA BE LIABLE TO THE HOLDER
R BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN FART FROM ANY BREACH BY
THE BCRUA,WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART,OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RICIN`AND REMEDY OF
ANY SUCH PERSON,, IIT CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS CR SPECIFIC
PERFORMANCE.
No default by the BCRUA in observing or performing its obligations under this Section
shall constitute 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 BCRUA under federal and state securities laws.
The provisions of this Section may be amended by the BCRUA from time to ti
form, of the reasons for the amendment and of the impact of any change in the type of financial
information or operating data so provided.
(d) Format, Identifying Information, and Incorporation by Reference. All financial
l
information, operating data, financial statements, and notices required by this Section to b
provided to the MSRB shall be provided in an electronic format and be accompanied by identifying
information prescribed by the MSRB.
Financial information and operating data to be provided pursuant to subsection a of this
Section may be set forth in full in one or more documents or may be included by specific preference
to any document(including ars official statement or other offering document)available to the public
on the MS B's Internet Web site or filed with the SEC.
Section 31. APPLICATION of BOND PROCEEDS. Proceeds from the sale of the
Bonds shall, promptly upon receipt thereof, be applied by the BC UA Representative entative a 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 deposited to the Debt Service Fund as provided in Section 10 and 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 " efeas d 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 of maturity, upon redemption, or otherwise) either i shall
have been made or caused to be made in accordance with the terms hereof(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 clue date by irrevocably
depositing with or making available to the Paying Agent/Registrar or an eligible trust company or
commercial bark for such payment 1 lawful money of the United States of America sufficient to
make such payment, Defeasance Securities,certified by ars 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,o sufficient money to provide for such payment
and when proper arrangements have been made by the BC UA with the Paying Agent/Registrar
or ars eligible trust company or commercial bank for the payment of its services until all f efeased
Bonds shall have become due and payable or(3) any combination of 1) and t such time 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 provided in this Resolution, and such principal and interest shall be payable soler
from such money or Defeasance Securities, and thereafter the BCI UA will have no further
responsibility with respect to amounts available to such paging Agent/Registrar or other financial
institution permitted by applicable lawfor the payment of such Defeased Bond, including any
insufficiency therein caused by the failure of the Paying Agent/Registrar or other financial
institution permitted by law)to receive payment when flue on the Defeasance Bond.
27
BRUA Bond Resolution TDB RR 202"
(b) The deposit under clause (ii) subsection 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 rice 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 of the 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 AgentRegisrar shall perform the services of PayingAgent/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 Bove,to the extent that,
upon the defeasance of any Defeased sed Bond to he 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 BC UA may call such Defeased Bond for redemption upon complying with
the provisions of State law and upon the satisfaction of the provisions of subsection aimmediately
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 of the redemption is taken into
account in determining the sufficiency of the provisions male for the payment of the Defeased
Bond.
Section 33. COMPLIANCE WITH THE TEXAS WATER DEVELOPMENT
BOARD'S RULES AND REGULATIONS. The provisions of this Section shall apply so long
s the Bonds, or any of them, are owned by the Texas water Development Board(the "'TYM ").
The BCRUA will comply with all of the requirements contained in the resolution or resolutions
adopted by the TVVDB with respect to the issuance of the Bonds. In addition, in compliance with
the TWD 's Mate Water Implementation Fund for Texas Doan Program Mules,the BCRUA agrees
and covenants:
28
BCRU Bond Desolation T DB RR 2023
(a) Any loan proceeds from the Bonds that are determined to be surplus proceeds
remaining after completion of one or more of the projects described in Section 2 hereof shall be
used in a manner approved by the Executive Administrator. The foregoing n t ith t nding, it i
further provided, however, that any interest earnings on monies on deposit in the Construction
Fund which are required to be rebated to the United States of America pursuant to Section 24
hereof in order to prevent the Bonds from being arbitrage bonds shall be transferred to the"Rebate
Fund" hereinafter established and shall not be considered as interest earnings for purposes of this
subsection.
(b) The BCRUA is solely responsible for liability resulting from acts or omissions of the
BC UA, its employees, contractors, or agents arising from the sampling, analysis, transport,
storage, treatment, recycling and disposition of any contaminated sewage sludge, contaminated
sediments or contaminated media that may be generated by the BUA, its contractors,
consultants, agents, officials and employees as a result of activities relating to the project, to the
extent permitted by law.
(c) BCRUA shall report to the TWDB the amounts of project funds,if any,that were used
to compensate historically underutilized businesses that worked on the project,in accordance with
1 TAC § 363.1312.
(d) The TWDB will purchase the Bonds, acting through the TwDB's designated trustee,
and the Bonds shall be registered in the name of Cede & Co. and closed in book-entry form in
accordance with 31 TAC Section el .
(e) Neither the BCRUA nor a related party thereto will acquire any of the TVIDB's source
series bonds in an amount related to the amount of the Bonds to be acquired from the BCRUA by
the TVD .
(f) Payments of principal and interest on the Bonds will be made to the TWDB via wire
transfer at no cost to the T WD .
(g) The BC UA will provide the TwDB with copies of"as built plans" pertaining to the
projects financed, in whole or in part,with any funds of the TWD .
(h) within 60 clays of completion of the construction of the projects financed, in whole or
in part,by the loan evidenced by the Bonds,BCRUA will provide a final accounting to the TWD
of the total costs of the projects;any surplus shall be used in a manner r approved by the Executive
Administrator.
(i) So long as any Bonds are held by the TWDB, BCRUA will provide to the TWD 's
Executive Administrator, within 180 days of the end of BCRUA fiscal year, a copy of each of its
annual audited financial statements,to be submitted without charge.
1 The BCRUA will maintain the records and accounts described in Section 17 hereof
in accordance with generally accepted accounting principles necessary to demonstrate compliance
29
HCRUA Sond Resolution TWDB IG RR 2023
with the TWD 's financial assistance related legal and contractual provisions, in accordance with
1 TAC § 33.4aG .
(k) Upon request by the Executive Administrator, the BCRUA shall submit annual
audits ofIRound Dock for the Executive mini trat is review.
Section 34. FURTHER PROCEDURES. The President of the Board, the BCRUA
Representative,and all other officers,employees,and agents ofthe 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 REP RESEN TA.'TIONO 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 of D'TC's book-entry-only system arra
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
BCRUA 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 ofthe proceeds
of sale of the Fonds or from other available funds and to execute such other documents nd
certi
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 55 1, Texas Government Code.
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 ofthe Board or any officer, agent, employee or representative of the
Board in his or her individual capacitor, 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 eater 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
CRUA 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 teras,constitute 1 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
yen.
[The remainder of this intentionally left blank.]
Resolution IRR 2023
PASSED AND ADOPTED on the 25th day of October,2023.
BRUSHY CREEK REGIONAL
UTILITY AUTHORITY,INC.
CRA Representative
EXHIBIT A Y . Definitions
EXHIBIT B —F nn of AwardCertificate
EXHIBIT C,-,,,Form of Bond
EXHIBIT I3 -Paying Agent Registrar Agreement
EXHIBIT E.,,,,,.Escrow Agreement
sip
13CRUA[Bond Resolution TWDB RR 2023
EXHIBIT
DEFINITIONS
As used in this Resolution,the following terms and expressions shall have the meanings set forth
below, unless the tent in this Resolution specifically indicates otherwise.
The term Additional Beads shall mean the obligations issued in accordance with the terms and
conditions prescribed in Section 14 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 terra Average Annual Debit 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 Mated Maturity of such Bonds Similarly Secured. For purposes of this
definition,a fractional period of Fiscal Year shall be treated as an entire Fiscal Year. Capitalized
interest payments provided from Bond proceeds shall he excluded in making the aforementioned
computation.
The term Award Certificate shall mean the Certificate executed by the ECRUA.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 ECRUA and, when
appropriate, the Board of Directors of the BCRUA.
The terra BCRUA Projectshall mean, collectively, the Land Interests and the improvement
described in the recitals to the Contract and finer described in the Preliminary Design Report,
and as shown on Exhibit "D," Exhibit "D-1," Exhibit "D-2" and Exhibit "E" 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,including specifically Phases
1 E, 1c, and ID, as described in Exhibit E and the Phase II Regional System Components, 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 terra BCRUA ProjectCosts means and includes, without limitation, the following costs
incurred for the ECRUA Project by or on behalf of the BCRUA or the Cities: 1 the cost of
acquisition of the Lana 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,
���a
ll
BCRUA BondResolution RR 2023
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; 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 the cost of a trustee's or paying agent's initial or acceptance fee and subsequent
fees; ix all costs,fees and expenses of litigation of all finds; 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; ii reimbursement of the 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 Representativeshall mean the General Manager of the BCRUA or in his or her
absence the President of the Board of BCRUA or such other person authorized by the Board to act
s 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 Round Rock, Texas pursuant to the terms o
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 team Bond shall mean any of the Bonds.
The term Bonds Similarly Secured shall mean the Outstanding Series 2016 Bonds,the outstanding
Series 2017 Bonds, 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 terra Business Day shall mean any day Which is not a Saturday, Sunday, legal holiday, or
day on Which banking institutions in The City of New York, New York or in the city Where the
Designated Trust Office of the Paging Agent/Registrar is located are authorized by law or executive
order to close.
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 of the Bonds issued pursuant to
this resolution for the payment in full by the Purchaser.
A.".2
BCRUA Bond Resolution TWDB RR 2023
The terra Contract shall mean the Master Contract for the Financing, Construction and Operation
of the BCRUA Regional l'mater Treatment and Distribution Project,dated as of September ,2008,
as amended by a "First Amendment to the Master Contract for the Financing, Construction and
Operation of the BCRUA Regional 'mater Treatment and Distribution Pro, est" dated as of January
22, 2009, by a "Second Amendment to the Master Contract for the Financing, Construction and
Operation of the BCRUA Regional Water Treatment and Distribution Project'dated as of October
20, 2010, by a "Third Amendment to the Baster Contract for the Financing, Construction and
Operation of the BCRUA Regional Vater Treatment and Distribution Project"dated as ofFebruary
221 20121) by a "Fourth Amendment to the Baster Contract for the Financing, Construction and
Operation of the BCRUA Regional Water Treatment and Distribution Project" dated as of April
251 20181 by a "Fifth Amendment to the Master Contract for the Financing, Construction and
Operation of the BCRUA Regional Water Treatment and Distribution Project's dated as of April
221 2021,and by a "Sixth Amendment to the Master Contract for the Financing, Construction and
Operation of the BCRUA Regional Water Treatment and Distribution Project" dated as o
December 15,2021,and together with any additional amendments and supplements thereto which
y the terra of such instrument is designated as a supplement or amendment to such Contract).
The term Credit Agreement shall mean an insurance policy, a surety bond (including any
supporting insurance agreement), letter or line ofcredit or other type of enhancement issued in
support: of any Bonds Similarly Secured by a Credit Agreement Provider at the request ofthe
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 Similarly Secured, provided that a Rating Agency having an outstanding rating on
the Bonds Similarly Secured would rate the Bonds Similarly Secured upon delivery of the Bonds
Similarly Secured 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
letter or line of credit, any financial institution, provided that a Rating Agency having an
outstanding rating on the Bonds Similarly Secured would rate the Bonds Similarly Secured 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 ofthe entire
principal amount of the Bonds Similarly Secured and the interest thereon.
The term Debt Service Fuad shall mean the special fund or account created and established by the
provisions of Section 10(a)of this Resolution.
The terra Debt Service q it emen shall mean as of any particular slate of computation, with
respect to any obligations and with respect to any period, the aggregate ofthe amounts to be paid
or set aside by the BCRUAas of such date or in such period r the payment of the principal ,
premium, if any, and interest(to the extent not capitalized) on such obligations; assuming, in the
case of obligations without a fixed numerical gate,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
-
B
BCRUA�Bond Resolution T DB�RR 2023
24 month period ending within 30 days prior to the date of calculation,(ii)if the Bonds bear interest
t tax-exempt rates, an interest rate equal to the 24 month average ofthe Inas s most recently
published in The fond 1 , .rel rah index i n longer published in The Bond r, ire
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 of the
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 It rtb r assuming in the ease 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 ars
agency or instrumentality of the United States ofAmerica, 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
provides for the funding of an escrow to effect the defeasance of Bonds are gated as to investment
quality by a nationally recognized investment rating firm not less than 'AAAA" or its equivalent,
(iii) noncallble 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 provides for the funding of
an escrow to effect the defeasance of Bonds, are rated as to investment quality by a nationally
recognized investment rating firm no less than "AAA" or its equivalent, and iv any other then
authorized securities or obligations under applicable State law in existence at the time of such
defeasance that may be used to defease obligations such as the Bonds. The foregoing
notwithstanding, the BCRUA Representative may elect in the Award Certificate to modify this
definition of"Defeasance Securities" by eliminating any securities or obligations set forth in the
preceding sentence upon determining that it is in the best interests of the BCRUA to do so.
The term Depository shall mean an official depository bank of the BCRUA.
The term Designated TrustOffice shall have the meaning ascribed to said term in Section of
this Resolution.
The terra DTC shall mean The Depository Trust Company,New York,New York,or any successor
securities depository.
The terra DTC Participant shall mean securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations on whose behalf DTC was created to hold
B RUA Bond Resolution TVIDB=RR 2023
securities to facilitate the clearance and settlement of securities transactions among ITC
Participants.
The term Federal Securities shall mean direct, noncallable obligations ofthe United States of
America, including obligations that are unconditionally guaranteed by the United States of
America.
The term Financial lig tion shall mean a debt obligation; b derivative instrument entered
into in connection with, or pledged as security or a source of payment for, an existing or planned
dent obligation; or c guarantee of a debt obligation or any such derivative instrument-, provided
that "financial obligation' shall not include municipal securities as defined in the Securities
Exchange Act of 1934, as amended) as to which a final official statement as defined in the Rule)
has been provided to the MSRB consistent with the Rule.
The term Fiscal Year shall mean the twelve-month accounting period used by the BCRUA in
connection with the operation ofthe 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, E.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 rafting agency,Fite shall be deemed to refer to any other nationally recognized securities
rating agency designated by the BCRUA.
The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds,
while any of the fonds remain Outstanding as established in the Award Certificate.
irate.
The term IRS Fede shall mean the Internal Revenue Code of19861, as amended.
The term Laud 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
CIUA Project.
The term Maintenance n Operation Expenses shall mean the expenses necessary to provide for
the administration, efficient operation and adequate maintenance of the C UA's System,
including the cost of purchasing water, paying necessary wages, salaries, and benefits, the
acquisition of property and materials necessary to maintain the System its 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 s defined in the Contract).
The teen 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 term M y's shall mean ioody's Investors Service,Inc.,its successors and their assigns,and,
if such corporation shall be dissolved or liquidated or shall no longer perforin the ffinctions of a
BCRUA nd Resolution B RR 2023
securities rating agency, Moody's shall be deemed to refer to any other nationally recognized
securities rating agency designated by the BCRUA.
The term M ' B shall mean the Municipal Securities Rulemaking Board.
The tern Outstanding shall mean when used in this Resolution with respect to Bonds Similarly
Secured means, as of the date of determination, all Bonds Similarly Secured of any series issued
and delivered pursuant to this Resolution or the resolution authorizing such Bonds Similarly
Secured,as the case may be, except:
(1) those Bonds Similarly Secured canceled by the applicable Paying Agent/Registrar or
delivered to the applicable Paying Agent Registrar for cancellation;
(2) those Bonds Similarly Secured for which payment has been duly provided by the BCRUA
in accordance with the provisions of Section 32 ofthis Resolution or similar provisions of a
resolution authorizing other Bonds Similarly Secured) by the irrevocable deposit with the Paying
Agent/Registrar,or an authorized escrow agent,of money or Defeasance 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 Similarly Secured 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 applicable Paying Agent/Registrar,or waived; and
(3) those Bonds Similarly Secured that have been mutilated, destroyed, lost, or stolen and
replacement Bonds Similarly Secured have been registered and delivered in lieu thereof as
provided in Section f of this Resolution or similar provisions of a resolution authorizing other
Bonds Similarly Secured).
The terms Paying AgentlRegistrar, Paying Agent or Registrar shall mean the agent selected by the
BCRUA Representative to perform such function in the Award Certificate or any successor agent
under the Paying Agent/Registrar Agreement
The term Preliminary Design Report shall mean,collectively,the following described documents:
(i) Treat .Plaint PDR, "Brushy Creek Regional Nater 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 Tracr smiss or Main, Segment I PDR, "Brushy Creek Regional Utility
Authority 78 inch Water Transmission slain Preliminary Engineering Reports' prepared by
Lockwood,Andrews&Newman, Inc., dated May 2 ,2007; and
Am61,
BCRUA J Bond Resolution TWDB,l RR 2023
div) Treated Transmission Mair, Segment 2C PDR, "Preliminary Engin ening Deport -
Treated water Transmission Line Segment 2U prepared by K. Friese & Associates, Inc.,
dated September Zoo .
The tern Purchaser shall mean the Texas water Development Board.
The term Rating Agencies shall mean S&P, loody's and/or Fitch according to which of such rating
agencies then rates the Bonds Similarly Secured of the applicable series; and provided that if no
such rating agency then rates any series of Bonds Similarly Secured of such series, the terra "
Rating Agency" shall refer to any national rating agency if any)which provides such rating.
The term Record Duce 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 her the Faring Agent/Registrar pursuant to
Section 5 of this Resolution.
The terra Registered Owner shall mean the entity or person in whose names any of the Bonds are
registered in the Registration Books.
The terra Resolution shall mean this resolution adopted by the Board on October 25, 2023.
The term Round Rock means the City of Round Rock, Texas, a home-rule municipality.
The terra Round Rock System shall mean the combined water and wastewater system of Round
Rock 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 terra bound Rock System shall not include any waterworks or wastewater
facilities which are declared by Round Rock not to be a part of the Round Rock System and which
are hereafter acquired of constructed by round Rock with the proceeds from the issuance o
"Special FacilitiesBonds,"which are not secured by or payable from the net revenues of the Round
Rock System, but which are secured by and are payable solely from special contract revenues, or
payments received from Round Rock 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 Found Rock System, unless and to the extent otherwise provided
in the ordinance or ordinances authorizing the issuance of such "Special facilitiesBonds."
The term Round Rock Utility Bonds shall mean the bonds, notes or other obligations issued by
Round Rock secured by a lien on and pledge of the net revenues of the Found Rock System or any
part thereof regardless of lien priority including such lore , notes or other obligations now or
hereafter outstanding.
The terra Rule shall mean SEC Rule 15c2-12, as amended from time to time.
The terra S&P shall mean S&P Global Ratings, 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, , P shall be deemed to refer to any other nationally recognized securities rating
agency designated by the BCRUA.
The terra SEC shall mean the United States Securities and Exchange Commission.
The term Series 2016 Bonds shall mean the"Brushy Creek regional Utility Authority,Inc. City o
Round Koch,Texas Contract Revenue Refunding Bonds(Brushy Creels Regional Water Treatent
and Distribution Project), Series 2016."
The terra Series 2017 Bonds shall mean the'Brushy Creek regional Utility Authority,Inc. City of
Round Rock, Texas Contract revenue Bonds (Brushy Creek regional water Treatment and
Distribution Project), Series 2017.'
The term,special Project Bonds shall mean obligations which the BCRUA expressly reserves the
right to issue in Section 15 of this Resolution.
The terra State shall mean the State of Texas.
The term Stated Maturity shall mean,when used with respect to the Bonds,the scheduled maturity
or mandatory sinking fund redemption slate of a series of the Bonds.
-8,
B RRA I Bond Resolution TwDB jJ RR 2023
EXHIBIT B
FORM OF AWARD CERTIFICATE
BCRUA J'Bomd ResolutI R.R.2023
EXHIBIT C
FORA of BOND
(All blanks and an ronate or n s insertions or deletionsto b corn l t das
determined b-- the BCI UA Representative in Award Certificate.)
REGISTERED REGISTERED
NO, AMOUNT
UNITED STATES OF AMERICA
ST'AT'E of TEXAS
BRUSHY CREEK REGIONAL UTILITY AUTHORITY,INC.
CITY of ROUND ROCK,TEXAS CONTRACT REVENUE BOND
(BRUSHY CREEK REGIONAL NATER TREATMENT AND DISTRIBUTION
PROJECT), SERIES 2023
ISSUANCE HATE: STATED MATURITY INTEREST RATE; CUSIP No.:
REGISTERED OWNER*
PRINCIPAL AMOUNT: DOLLARS
The Brushy Creep Regional Utility Authority,Inc. (the"BCRU "),a non-profit corporation of the
State ofTexas,with its principal office in Round F 1 ,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 i above,the Principal Amount specified above r so much thereof
as shall not have been paid upon prior redemption), and to pay interest on the unpaid principal
amount hereof from the Issuance Date, or from the most recent Interest Payment Hate 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
-day months; such interest being payable on ' and of each year
commencing
Principal and premium, if any, of this 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 the Holder of this fond or one or more Predecessor Bonds,as defined in the resolution
As provided an 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 Band,the language in the Award Certificate shall be used
T
n the executed Bands.
B AJA I Bond Resolution TWDB[RR 2023
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 ««««« « '� ay 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. 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 RegisteredOwner; provided,
however,that if this Bond is owned by the Texas Fater 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 arnount of
* (the "Bonds") pursuant to a resolution adopted by the governing body of the
BCRUA (the "Resolution"), to pay i ROUND ROCK'S SHARE OF THE COSTS OF
DESIGNING, CONSTRUCTING) ACQUIRING, IMPROVING G N EXPANDING THE
BCRUA PROJECT INCLUDING BUT NOT LIMITED TO CONSTRUCTION OF THE PRASE
1 D WATER TREATMENT PLANT EXPANSION, THE PHASE 2 RAW WATER DELIVERY
Y
STEL AND ELECTRICAL UTILITY IMPROVEMENTS FOR THE PHASE 2 RAW
WATER PUMP 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 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) the redemption price of par, together with
accrued interest to the date of redemption, and upon thirty 3 days prior written notice being
given by United States mail, first-class postage prepaid,to Molders 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 o $ ,000 or any integral multiple thereof may
be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be
issued,without charge therefor,to the Holder hereof,upon the surrender of this 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
valance of the principal sura hereof.
If this Bond or any portion of the principal sura 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 principal sura 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 slate on the
„„ „ „„„
As provi'ded in the Award iilC;��;;; ��IIID"�,��u�,���;�1,�����������,,,����� To the extent that the Award Certificate relWng to the Bonds is inconst'stent with anyprovisions m this
Fora of Bond or contai!!ins inilll�,bnnafion to complete missing infonnationin this Form of Bond,the language in the Award Certificate shall be used
in the executed Bonds.,
u
ResolutionBCRUA I Bond
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 issue,transfer,or exchange this
Bond within forty-five 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 of the Bond Payments received by the BCRUA from
the City of Round Rock, 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 laver 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 Bonds are not obligations of the Mate of Texas,
The Folder 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 Desolation,copies of which are on file in the corporate trust office
of the Paying Agent/Registrar, and to all of the provisions f which the Holder by his acceptance
hereof hereby assents, for definitions of terms; the description and nature of the 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 of the Holders; the rights, duties, and obligations of the BCRUA and the Paying
Agent Registrar; the terms and provisions upon which.this Bond may be redeemed or discharged
t or prior to the Mated 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 he transferred on the
Registration Boots 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 of the 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 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 3 days thereafter, a new record date for such interest payment a
-
BCRUA Bond Resolution TWDB RR 2023
"Special Record Date" will be established by the Paying Agent Registrar, if and when funds for
the payment ofsuch interest have been received from the BCRUA. Notice f the Special Record
Date and of the scheduled payment date of the past due interest (the "Special Payment Date" -
which shall be fifteen 1 days after the Special Record Date)shall be seat at least five 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,1, c venant d, and represented that all acts, conditions, and things required t
be performed,exist,and be done precedent to the issuance of this Bond In order to render the same
legal,valid, and binding special obligation ofthe BCRUA have been performed, exist, and have
been done, in regular and due time, form,and manner, as required by laver, and that issuance of the
Bonds does not exceed any constitutional or statutory limitation; and that due provision has been
made for the payment ofthe 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 ofthe remaining provisions and applications shall not in any war be affected or
unpaired thereby. The terms and provisions ofthis Bona and the Resolution lution 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 BCI UA has caused this Bond to be duly executed
with the manual or facsimile signature ofthe President of the Board and countersigned Frith the
manual or facsimile signature of the Secretary of the Board and has caused the official seal of the
BRUA to be duly impressed, or placed in facsimile, on this Bond.
BRUSHY CREED REGIONAL
UTILITY UTH IIT , INC.
6w�aa
.""'^'NSA'""SAY.kY.kYJYYJYY.Y.kY.kY.kYJ'N9ririlrillri�YYX
President, Board of Directors
ATTESTED:
N"E'M""Y/Yri'J°')YlaTIJ"/J"'lJ."'M^JJ JriM"
Secretary,Board of Directors
(SEAL)
C. Form f of Public Accounts t� r Initial
.Bond OntV.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
Uu� p
m
F
13CRUA',,Bond Resolution
OFFICE OF THE COMPTROLLER OF REGISTER NO.
PUBLIC ACCOUNTS
THE STATE OF TEXAS
I HEREBY E CERTIFY h this Bona has been examined, certified as to validity and approved by
the Attorney General of the State ofTexas, and duly registered by the Comptroller of Public
Accounts of the State of Texas.
WITNESS nay signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
D. Form of Certificate of Pgying Agent/Registrar to AVy ar 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 ofthe Paying nt egistr►r.
Registered this date;
as Paying Agent/Registrar
By:
Authorized Signature
E. Form of Assi ent.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee);
YN'IIIIYII// a;"//////%///%///%///%///%///%///%///%/////////////i/a%//%///////l%/l%/l%/l///////%///%///%///%///%///%///%///%///%///%///%✓lF'LfIIfNG4lllllRflRlflAffilSW//KIHWN'dWlldlYd'I
PW�VNllW4'I
'IVII'llllllllllllllllllllllllllll/////l%/l%/l%//lG/lG/lGl%/l%/l%/l%GGGG//®WAri/GN """"""""""""""""""""""
(Social Security or other identifying number):
C
B RUA Bond Resolution T +DB;ISI RR 2023
the within r, and herebyirrevocably constitutes
transfer'attorney to the withinr registration
thereof,with full power of substitution in the premises.
NOTICE: The signature 1 t correspond withregistered
owner as it appears on the facef the withinin i r.
Signature '
F. The Initial - ----each seriest _..orforth in paragaphs Secti
except t r it ii .
:
i immediately r the name of t the headings " ter t " "Stated
Maturity" shall botht s " and"CUSIP No." shall be deleted;
ii) the first two paragraphs shall read as
The Brushy Creek i Utility riInc. t " "),a non-profit corporation of the
State it its principali t in Round Rock, Texas, for value received, t
promisesto pay to the order oft itr r named above, or the registered i s
thereof, the Principalspec ....................................................."I',,',',,"",.,,,,,"*ified f i the
rs i ci i t intert................................,�.�,
at per annum r t i t i t
following •
Principal Maturity Interest
Am..Qu.n t Rate
(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
unpal'd P 'ncipal Amount hereof from the * or from the most recent Interest
n ......................................................................................................................................................................................
........................................... 1)
Payment Date to which interest has been paid or duly provided for, to Stated Maturity or pn'or
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 •
As provided in 1 c t extent that the AwardCertificate relating to the Bonds is inconsistent It r visa s in this
Form of Bond or contains informat on to complete m ssmgnformation in this Form of Bond,the language in the Alward Certificate shall be used
in the executed Bonds,
V
BCRUA�Bond Resolution
TWDBJ�RR 2023
Principal and premium, if any, ofthis Bond shall be payable to the Registered r hereof(the
Holder), upon its presentation and surrender, at a corporate trust office f........................................................................................,
-9 (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 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. Interest shall be paid by the Paying
Agent/Registrar by cheep sent on or prior to the appropriate date ofpayment her United States mail,
first-class postage prepaid, to the Folder hereof at the address appearing in the Security Register
r by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk
and expense of,the Holder hereof
iii) the Initial Bond shall be numbered "T-1."
G. Insurance Legend. If an insurance policy is obtained by the Purchaser or the BCRUA for
any Bonds, the definitive Bends and the Initial Bond shall bear an appropriate legend as provided
by the Insurer.
7
B RU ��Bond Resolution TWDB l FLR 2023
E...XHIBIT D
PAYING AGENT/REGISTRAR AGREEMENT
BCRUA Bond Resolution TWDB RR 2023
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of November 15, 2023 (this " greement"), by and
between the Brushy Creek Regional Utility Authority,Inc. (the"Issuer"),a non-profit corporation
created by and acting on behalf of the Cities ofCedar Park, Texas, Leander, Texas and Round
Rock, Texas, and The Bank of New York Mellon Trust Company, N.A., a banking corporation
duly organized and existing under the laws of the United States of America(the"'Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
$41,750,000 Brushy Creek Regional Utility Authority, Inc. City of Round Rock, Texas Contract
Revenue Bonds (Brushy Creek Regional water Treatment and Distribution Project), Series 2023
(the "Securities"), such Securities to be issued in fully registered form only as to the payment of
principal and interest thereon; and
WHEREAS,the Securities are scheduled to he delivered to the initial purchasers thereof
on or about November 15, 2023; and
WHEREAS, the Issuer has selected the Bank to serve as laying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on the Securities
and with respect to the registration,transfer and exchange thereof by the registered owners thereof;
and
WHEREAS,the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perfonn and serve as Paying Agent/Registrar for the Securities;
NOW,THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01, Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities.
As Paying Agent for the Securities,the Bank shall be responsible for paying on behalf the Issuer
the principal,prernium if any),and interest on the Securities as the same become due and payable
to the registered owners thereof, all in accordance with this Agreement and the "Resolution"
(hereinafter defined .
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As
Registrar for the Securities,the Bank shall keep and maintain for and on behalf ofthe Issuer books
and records as to the ownership of the Securities and with respect to the transfer and exchange
thereof as provided herein and in the"Resolution."
B RUA W K Rev Bonds RR 2023 J,PARA
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the S cun*tl s.
Section 1.02, Compensation.
As compensation for the Bank's services as Paying gent Registrar, the Issuer hereby
agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first
year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee
schedule then in effect for services as Paying gent Registrar for political subdivisions, which
shall be supplied to the Issuer on or before 90 days ,prior to the close of the Fiscal Year of the
Issuer, and shall be effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any o
the provisions hereof(including the reasonable compensation and the expenses and disbursements
of its agents and counsel).
ARTICLE Two
DEFINITION'S
Section 2.01. Definitions.
For all purposes ofthis Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Bank Office" means the designated f'ice for payment of the Bark as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the
Bank Office.
"Financial Advisor" is Specialized Public Finance Inc.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"'Holder" and `'Security Holder" each means the Person in whose name a Security is
registered in the Security Register.
"Issuer Request's and "Issuer Order*' means a written request or order signed in the name
of the Issuer by an authorized representative, delivered to the Bank.
"Legal Holiday"means a day on which the Bark is required or authorized to be closed.
"Person" means any individual, corporation, partnership,joint venture, association,joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
RCRUA K Rcv2023 11 PARA
"Predecessor Securities" of any particular Security means every previous Security
evidencing all or a portion of the swine obligation as that evidenced by such particular Security
(and,for the purposes of this definition,any mutilated,lost,destroyed,or stolen Security for which
a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06
hereof and the Resolution).
"Redemption Date" when used with respect to any Bond to be redeemed means the date
fixed for such redemption pursuant to the terms of the Resolution.
"Resolution"means the Resolutions of the governing body of the Issuer pursuant to which
the Securities are issued, certified by the Secretary of the Board or any other officer of the Issuer
and delivered to the Bank.
"Responsible Officer" when used with respect to the Bank means any managing director,
vice president,senior associate,associate,or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated officers cer and also means,with
respect to a particular corporate trust matter, any other officer to whom such natter is referred
because of his knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Dank on behalf of the Issuer
providing for the registration and transfer of the Securities.
"Stated Maturity" means the slate specified in the Resolution on which the principal of a
Security is scheduled to be due and payable.
Section 2.02. other Definitions.
The terms"Bank,"Issuer,"and"Securities(Security)"have the meanings assigned to them
in the recital paragraphs of this Agreement.
The term"Paying AgentRegistrar"refers to the Bank in the performance of the duties and
functions of this Agreement,
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Anent.
As Paying Agent,the Dank shall,provided adequate collected funds have been provided to
it for such purpose by or on behalf of the Issuer no later than 10:00 a. . Central Time on the
applicable payment date, pay on behalf of the Issuer the principal of each Security at its Stated
Maturity or Redemption Date,to the Folder upon surrender of the Security to the Bank at the Bank
Office.
As Paying Agent,the Bank shall,provided adequate collected funds have been provided to
it for such purpose by or on behalf ofthe Issuer, pair on behalf of the Issuer no later than 10:00
a.m. Central Time on the applicable payment date, the interest on each Security when due, by
BCRUA CI K Rev Bow RR 2023 II PARA
computing the amount of interest to be paid each Holder and preparing and sending checks by
United States Mail, first-class postage prepaid, on each payment date, to the Holders of the
Securities or their Predecessor Securities) on the respective 'Record Date s defined in the
Resolution)",to the address appearing on the Security Register or by such other method,acceptable
to the Bank, requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities
on the dates specified in the Resolution.
Section 3.03. ReBorting Requirements.
To the extent required by the Internal Revenue Code of1986,as amended, or the Treasury
Regulations, the Bank shall report to or cause to be reported to the Holders and the Internal
Revenue Service the amount ofinterest paid or the amount treated as interest accrued on the
Securities which is required to be reported by the Holders on their returns of federal income tax.
ARTICLE FONT
REGISTRAR
Section 4.01. Security Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the "Security Register"), and, if the Bank
Office is located outside the Mate of Texas, a copy ofsuch books s nd records shall be kept in the
Mate of Texas,for recording the names and addresses of the Holders of the Securities,the transfer,
exchange and replacement of the Securities and the payment of the principal of and interest on the
Securities to the Holders and containing such other information as may a reasonably required by
the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe,
The Bank also agrees to keep a copy of the Security Register within the Mate of'Texas. All
transfers, exchanges and replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities Dealers,
in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized
in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances,the Bank agrees that,in relation
to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be
completed and new Securities delivered to the Holger or the assignee of the Holder in not more
than three business days after the receipt of the Securities to be cancelled in an exchange or
B RU �K Rev Bonds RR 2023 J�PARA
transfer and the written instrument oftransfer or request for exchange duly executed by the Holder,
or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar.
egistrar.
Section 4.02. Certificates,
The Issuer shall provide an adequate inventory of printed Securities certificates to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities
certificates t aril l be kept ire safekeeping pending their use,and reasonable care will be exercised by
the Bank in maintaining such Securities certificates in safekeeping, which shall be not less than
the level ofcare maintained by the Bank for eclat securities ofother political subdivisions or
corporations for which it serves as registrar, or that it maintains for its own secun*tres.
Section 4.03. Form of Security lster.
The Bank, as Registrar, will maintain the Security Register relating to the registration,
payment,transfer and exchange of the Securities in accordance with the Bank's general practices
and procedures in effect from time to time. The Bank shall not be obligated to maintain such
Security Register in any form other than those which the Bank has currently available and currently
utilizes at the time.
The Security Register may be maintained in written form.or in any other form capable of
being converted into written form ithin a reasonable time.
Section 4.04. List of Security Hollers.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Security register. The Issuer may also
inspect the information contained in the Security Register at any time the Bank is customanfly open
for business,provided that reasonable time is allowed the Bank to provide an up-to-date listing or
to convert the information into written form.
The Bank will not release or disclose the contents ofthe Security Register to any person
other than to, or at the written request of, ars authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order or
other notice of a legal proceeding and prior to the release or disclosure of any of the contents of
the Security Register, the Bank will notify the Issuer so that the Issuer may contest the same or
such release or disclosure of the contents of the Security register.
Section 4.05. Return of Cancelled Certificates.
The Bark will, at such reasonable intervals as it determines, surrender to the Issuer,
Securities in lieu of which or in exchange for which other Securities have been issued, or which
have been paid.
B RUA j K Rev Bonds RR 2023 PARA
Section 4.06. Mutilated,Destroyed,Dost or Stolen Securities.
The Issuer hereby instructs the Bark,subject to the applicable provisions of the Resolution,
to deliver and issue Securities certificates in exchange for or in lieu of mutilated, destroyed, lost,
or stolen Securities certificates as long as the same does not result in an o erissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion,may execute and deliver a replacement Security of like form and tenor,and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or
stolen Security,only after i the filing by the Molder thereof with the Bank of evidence satisfactory
to the Bank of the destruction, loss or theft ofsuch Security, rid of the authenticity of the
ownership thereof and(ii)the furnishing to the Bark of i ndenmi ie tion in an amount satisfactory
to hold the Issuer and the Bark harmless. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Security shall be borne by the
Holder f the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Securities certificates it has paid pursuant to Section 3.0 1,
Securities certificates it has delivered upon the transfer or exchange of any Securities certificates
pursuant to Section 4.0 1, and Securities certificates it has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities certificates pursuant to Section 4.06.
ARTICLE FSE
THE ANN
Section 5.01. Duties of Bank.
The Bank undertakes to perforin the duties set forth herein and agrees to use reasonable
care in the performance thereof.
The Bank is authorized to transfer funds relating to the closing and initial delivery of the
Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's
Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the
closing memorandum acknowledged by the Issuer, the Issuer's Financial Advisor or other agent
as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses
arising directly or indirectly from.the Bank's reliance upon and compliance with such instructions.
Section 5.0 . Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer.
6
(b) The Bank shall not be liable for any error of judgement made in goad faith by a
Responsible Officer, unless it shall be proven that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its awn funds
r otherwise incur any financi
Section 5.05. Moneys Held by dank.
The Bank shall deposit any moneys received from the Issuer into a segregated account to
be held by the Bank solely for the benefit of the owners of the Securities to be used solely for the
parent of the Securities, with such moneys in the account that exceed the deposit insurance
available to the Issuer by the Federal Deposit Insurance Corporation,to be fully collateralized with
securities or obligations that are eligible under the laws of the State of Texas to secure and be
pledged as collateral for such accounts until the principal and interest on such securities have been
presented for payment and paid to the owner thereof, Payments made from such account shall be
made by check dram on such account unless the owner of such Securities shall,at its own expense
and risk, request such other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with
the Bank for the payment of the principal, premium if any), or interest on any Security and
remaining unclaimed for three years after the final maturity of the Security has become due and
payable will be paid by the Bank to the Issuer if the Issuer so elects,and the Holder of such Security
shall hereafter look only to the Issuer for payment thereof,and all liability of the Bank with respect
to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report
and dispose of the funds in compliance with Title Six of the Texas Property Code,as amended.
.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without negligence or bad faith on the
Bank's part, arising out of or in connection with the Bank's acceptance or administration of its
duties hereunder, including the cost and expense incurred by the Bank in defending against any
claim or from liability unposed on the Bank in connection with the Bank's exercise or performance
of any of its powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the Travis County, Texas, and agree that service of process by certified
or registered mail, return receipt requested, to the address referred to in Section 6,03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank
has the right to file a Bill of Interpleader in any court of competent jurisdiction in Travis County,
Texas to determine the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services.
It is hereby represented and warranted that, in the event the Securities are otherwise
qualified and accepted for `'Depository Trust Company" services or equivalent depository trust
services by other organizations, the Bank has the capability and, to the extent within its control,
will comply with the "Operational Arrangements," effective August 1, 1987, which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
B RUA V K Rev Bonds RR 2023�J PARA
limited to,requirements for the timeliness of payments and funds availability,transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereto.
Section 6.02. Assi nment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 6.03. Notices.
Any request, demand, authorization,direction,notice,consent, waiver, or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of
this Agreement.
Section 6.04. Effect of Headinas.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof,
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their respective
successors and assigns,whether so expressed or not. The provisions of Section 1.02 and of Article
Five shall survive and remain i
Section 6.08. Entire Agreement,
This Agreement and the Resolution constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this
Agreement and the Resolution,the Resolution shall govern.
Section 6.09, Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate on the date of final payment by the Bark of the principal of
and interest on the Securities to the Molders thereof,
This Agreement may be earlier terminated upon 30 days written notice by either party;
provided, however, that this Agreement may not be terminated i by the Bark until a successor
Paying Agent Registrar that is a national or state banking institution and a corporation or
association organized and existing under the laws of the United Mates of America or of any state
which possesses trust powers and is subject to supervision or examination by a federal or state
regulatory agency has been appointed by the Issuer and has accepted such appointment, or(ii) at
any time during which such termination might, in the judgment of the Issuer, disrupt, delay, or
otherwise adversely affect the payment of the principal, premium, if any, or interest on the
Securities. Prior to terminating this Agreement, the Issuer may reasonably require the Bank to
show that such termination will not occur during a period described in(ii)above.
The resigning Paying Agent Registrar may petition any court of competent jurisdiction for
the appointment of a successor Paying AgentlRgistrar if an instrument of acceptance by a
successor Paying Agent/Registrar has not been delivered to the resigning PayingAgent/Registrar
within 30 days after the giving of such notice of resignation.
Upon an early termination tion of this Agreement, the Bank agrees to promptly transfer ars
deliver the Security Register or a copy thereof), together with other pertinent books and records
relating to the Securities,to the successor PayingAgent/Registrar designated and appointed by the
Issuer. The Bank agrees that no termination fee or other charge not specifically provided for in
this Agreement will be due or payable by the Issuer in connection with any early termination of
this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
Mate of Texas.
Section 6.12. Certifications restarding Texas Government Code.
(a) This Agreement has a value of less than 100,000 for purposes of Sections
2271.002 and 2274.002, Texas Government Code.
(b) The Bark represents that, neither the Bank, nor any parent company, wholly- or
majority-owned subsidiaries or affiliates of the same, if any, is a company identified on a list
prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or
Section 2270.0201, Texas Govenunent Code, and posted on the following pages ofsuch officer's
internt website: i . The
foregoing representation is made solely to comply with Section 2252.152, Texas Government
Code,and to the extent such Section does not contravene applicable Federal law and excludes the
Bank and each parent company,wholly-or majority-owned subsidiaries,and other affiliates of the
same, if any,that the United States government has affirmatively declared to be excluded from its
federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a
foreign terrorist organization, The Banc understands"affiliate"to mean any entity that controls,is
controlled by, or is under common control with the Bank and exists to make a profit.
Section 6,13, Interested Parties Form emRtion.
The Bank represents and warrants that it is "a wholly owned subsidiary of The Bark of
New York Hellon Corporation,a publicly traded business entity, and therefore this Agreement is
exempt from Section 2252.908,Texas Government Code,as amended".
[The remainder ofthis page is intentionally lank.
B RUA I K Rev Bonds RR 2023 PARA
parties &
IN WITNESS WHEREOF,the
s Agreement as of the day
and year first above •
a
THE BANK OF NEW YORK MELLON
TRUST COMPANY,
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Mailing Address: The Bark of 1' ev York Mellon
Trust Company,N.A.
2001 Bryan Street
Dallas,Texas 75201
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BCRUA K Rery Bonds RR 2023 1 PARA
BRUSHY CREEK REGIONAL
UTILITY AUTHORITY,INC.
B .
�.�,.a�. wff�mmm
Title: BCRUA Representative
Address:
221 East Main Street
Round Rock,Texas 78664
[Issuer Sig P ]
BRUA j K Rear Bonds Rpt 2023 1 PARA
SCHEDULE A
Paying Agent/Registrar Fee Schedule
EXHIBIT E
ESCROW AGREEMENT
E-1
BCRUA'
j�Bond Resolution TWDB[,,"RR 2023
ESCROW AGREEMENT
THIS ESCROW AGREEMENT(Agreement),made by and between Brushy Creek Regional
Utility Authority, a political subdivision of the State of Texas in Travis and Williamson Counties,
Texas, (Authority), acting by and through its General Manager, and The Bank of New York Mellon
Trust Company,N.A.,as escrow agent(Escrow Agent)together with any successor in such capacity;
WITNESSETH:
WHEREAS, pursuant to a Resolution finally adopted on October 2 , 2023 (Resolution), the
Brushy Creek Regional Utility Authority authorized the issuance of $41,'750,000 Brushy Creek
Regional Utility Authority, Inc, City of Round Dock,Texas Contract Revenue Bands(Brushy Creek
Regional water Treatment and Distribution Project), Series 2023, dated November 15, 2023
(Obligations)to obtain financial assistance from the Texas water Development Board TWDB) for
the purpose of funding water or wastewater system improvements(Project); and
WHEREAS, the Escrow Agent is a state or national bank designated by the Texas
Comptroller as a state depository institution in accordance with Texas Government Code, Chapter
404, Subchapter C, or is a designated custodian of collateral in accordance with Texas Government
Code, Chapter 404, Subchapter D and is otherwise qualified and empowered to enter into this
,agreement,and hereby acknowledges its acceptance of the terms and provisions hereof; and
WHEREAS, a condition ofthe Obligations is the deposit of the proceeds ofthe Obligations
(Proceeds) in escrow subject to being withdrawn only with the approval of the Executive
Administrator of the TVMB ExecutiveAdministrator) or his/her designated representative;
provided, however, the Proceeds can be transferred to different investments so long as all parties
hereto consent to such transfer;
NOW, THEREFORE, In consideration ofthe mutual agreements herein contained and in
consideration ofthe amount of Bees to be paid her the Authority to the Escrow Agent, as set forth on
EXHIBIT A,the receipt of which is hereby acknowledged,and in order to secure the delivery ofthe
Obligations,the parties hereto mutually undertake,promise and agree for themselves,their respective
representatives and successors, as follows:
SECTION 1: ESCROW ACCOUNT. Upon the delivery of the Obligations described
above,the Proceeds identified under{TWDB Commitment Numbers LM231681 shall be deposited
to the credit of a special escrow account(Escrow Account)maintained at the Escrow Agent on behalf
the Authority and the 'T ' B and shall not be commingled with any other accounts or with any
other proceeds or funds. The Proceeds received by the Escrow Agent under this Agreement shall not
be considered as a banking deposit by the Authority,and the Escrow Agent shall have no right to title
with respect thereto except as Escrow Agent under the terms of this Agreement.
The Escrow Account shall be entitled "Brushy Creek Regional Utility Authority, City of
Round Rock Contract Revenue Bonds, Texas water Development Board Li231 681 Escrow
Account" and shall not be subject to warrants, drafts, or checks drawn by the Authority but shall b
I RR 2023
disbursed or withdrawn to pay the costs of the Project for which the Obligations were issued or other
purposes in accordance with the Resolution and solely upon Witten authorization from the Executive
Administrator or his/her designated representative. The Escrow Agent shall provide to the Authority
and to the TWDB the Escrow Account bank statements upon request.
SECTION ; COLLATERAL, All cash deposited to the credit of such Escrow Account
and any accrued interest in excess of the mounts insured by the FDIC arra remaining uninvested
under the terms of this Agreement shall be continuously secured by a valid pledge of direct
obligations of the united States of America or other collateral meeting the requirements of the Public
Funds Collateral Act, Texas Government Code,Chapter 2257.
SECTION : INVESTMENTS.EN'TS. while the Proceeds are held in escrow, the Escrow Agent
shall only invest escrowed Proceeds in investments that are authorized by the Public Funds
Investment Act,Texas Government Code,Chapter 2256 (PFIA). It is the Authority's responsibility
to direct the Escrow Agent to invest all public funds in a manner that is consistent not only with the
PFIA but also with its own written investment policy.
SECTION 4: DISBURSEMENTS. The Escrow Agent shall not honor any disbursement
from the Escrow Account, or any portion thereof, unless and until it has been supplied with written
approval and consent by the Executive Administrator or his/her designated representative.However,
no written approval and consent by the Executive Administrator shall be required if the disbursement
involves transferring Proceeds from one investment to another within the Escrow Account provided
that all such investments are consistent with the PFIA requirements.
SECTION : UNEXPENDED DED FINDS. Any proceeds remaining unexpended in the
Escrow Account after completion of the Project and after the final accounting has been submitted to
and approved by the TWDB shall be disposed of pursuant to the provisions of the resolution. The
Authority shall deliver a copy of such TWDB approval of the final accounting to the Escrow Agent
together with instructions concerning the disbursement of unexpended Proceeds hereunder. The
Escrow Agent shall have no obligation to ensure that such unexpended Proceeds are used as required
by the provisions of the Resolution,that being the sole obligation of the Authority.
SECTION : CERTIFICATIONS. The Escrow Agent shall be authorized to accept and
rely upon the certifications and documents furnished to the Escrow Agent by the Authority and the
TVMB and shall not be liable for the payment of any fronds made in reliance in good faith upon such
certifications or other documents or approvals, as herein recited.
SECTION 7: LIABILITY of ESCROW AGENT. To the extent permitted by law, the
Escrow Agent shall not be liable for any act done or step taken or omitted by it or any mistake of fact
or law,except for its negligence or willful misconduct or failure in the performance of any obligation
unposed upon it hereunder. The Escrow Agent shall not be responsible in any manner for any
proceedings in connection with the Obligations or any recitation contained in the Obligations.
SECTION : RECORDS. The Escrow Agent will keep complete and correct books o
record and account relating to the receipts, disbursements, allocations and application of the money
deposited to the Escrow Account, and investments of the Escrow Account and all proceeds thereof.
2
B 'RUA Escirow Agmnl 1 RR 2023
recordsThe 1 r inspection and copying atr rureasonable
nder
t1 .
SECTION ' MERGER/CONSOLIDATION. In the event tt the Escrow
r consolidates withr entity or sells or transfers substantiallyits assetsr corporate trust
business, then the successor entity shall be the successor Escrow Agent without the necessity of
actionfurther c r entity is a state or national
Comptroller as a statet t tion in accordance wi v t Code, Chapter
Subchapter C, or is a designatedcustodian r in cwith Texas Govennnent
Code Chapter 404, Subchapter D. The Escrow Agent must providethe TVIDB with
notification within 30 days of acceptance othe merger, consolidation, r transfer. If the merger,
consolidation r other transfer has occurred between state banks, newly-created' 1 1 merger or exchange issued by the Texas Department of Banking
statementthe filed with1 t , if applicable, 1t iv
business days followingmerger, consolidation r exchange.
SECTION 10: AMENDMENTS. This Agreement may be amended ftom time time
necessary it consent of the Authoritythe TWDB, but no suchis shall
increase the liabilitiesresponsibilities or diminish the fights of the Escrowt without it
consent.
SECTION 11: TERMINATION. In the eventthat t i t is terminated by either
the Authority or by the Escrow , the Escrowt must report saidtermination in writingt
the TVVDB within five businesssuch termination. 1s responsible r ensuring
that the followingcriteria aresatisfied ting the successor escrow agent and notifyingthe
TWDB of the change in escrowagents: the successor escrowmust be an FDIC-insuredstate
r national bank designated by the Texas Comptroller as a statesit r is a designated
custodian of collateral r Xth Texas Govenunent Code Chapter 404, Subchapter D; (b)
the successor scr t be retained prior to or at the time f the termination; escrow
agreement must be executedthe Authoritythe successor escrow agent and must
contain the same orsubstantially 1 1 r terms and conditions as are present in this Agreement; and
(d)the Authority must forward the executedr t with the successor escrow
agent and to the TNVDB within five business days of saidtermination.
the TYMB untilit has received, reviewed and approvedthe escrowt with the successor
escrow agent. If the Authority has not appointed a successor r t within ti f
the notice oft i ti ,the Escrowtits t j urisdictionin
r the appointment of a successor escrow agent or for other appropriate relief, resulting
appointment shall be bindingr appointed by the Authorityr a court,
the successor escrow agent and escrowt must be approvedthe TNVDB for the
appointment to be effective. Escrow t is responsible for performance under this
successoruntil a has been approvedthe TWDB and has signed an acceptabler .
SECTION 12: EXPIRATION. This Agreements ite upon final transfer of the fands
in the EscrowAccount to the Authority.
SECTION 13: POINT of CONTACT. The points ofcontact for the Escrow Agent, the
Authority and the TWDB are as follows;
The Bank ofNew York Mellon Trust Daren Bondy Jeff Wr
Company,National Association Genera[Manager Executive Administrator
2001 Bryan Street, 101h Floor 13RUA Texas water Development Board
Dallas,Texas 75201 221 R Main street 1700 North Congress Avenue
Ph:(214)4 -5036 Round Rock,Texas 7$664 Austin,Texas 78701
Attno,Corporate Trust Ph:512-215-9151
kbgAd
M
SECTION 14. RIGHT'S AND PROTECTIONS, No provisions of this Agreement shall
require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability
for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if 1t
shall have reasonable grounds for believing Haat repayment of such funds or adequate indemnity
satisfactory to it against such risks or liability is not assured to it.
The Escrow Agent may rely and shall be protected in acting or refraining from acting upon
any resolution,certificate,,statement,instrument,opinion,report,notice,request,direction,consent,
order,bond,note,security,or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties.
The Escrow Agent may consult with counsel,and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any action
taken, suffered,or omitted by it hereunder in good faith and in reliance thereon.
The Escrow Agent may execute any ofthe trusts or powers hereunder r perform any duties
hereunder either directly or by or through agents,attorneys,custodians or nominees appointed with
due care, and shall not be responsible for any willful misconduct or negligence on the part of any
agent, attorney, custodian or nominee so appointed.
Although the Authority recognizes that it may obtain a broker confirmation or written
statement containing comparable information at no additional cost, the Authority agrees that
confirmations of investments are not required to be issued by the Escrow Agent for each month in
which a monthly statement is rendered and Haat no statement creed be rendered for the Escrow
Account if no activity occurred in such account during such month.
To the extent permitted by law, the Authority agrees to indemnify, defend and hold the
Escrow Agent and its officers, directors, agents, and employees harmless from and against any and
all loss, damage, claim, liability and expense that may be incurred by the Escrow Agent arising out
of or in connection with its acceptance or appointment as Escrow Agent hereunder, including the
costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder except that the Escrow Agent shall not be
indemnified for any loss, damage, claim, liability, or expense resulting from its own negligence or
willful misconduct. The foregoing M* de nifi ation shall survive the termination of this Agreement
or the resignation or removal of the Escrow Agent for any reason.
4
BCRUA°Escrow AV=t RR 2023
SECTION 15: ELECTRONIC MEANS. The Escrow Agent shall have the right to accept
and act upon instructions,including funds transfer instructions("Instructions"')given pursuant to this
Agreement and delivered using Electronic Means "Electronic deans" shall mean the following
communications methods: e-mail,, facsimile transmission, secure electronic transmission containing
applicable authorization codes,passwords and/or authentication keys issued by the Escrow Agent,or
another method or system specified by the Escrow Agent as available for use in connection with its
services hereunder.); provided, however, that the Authority shall provide to the Escrow Agent an
incumbency certificate listing officers with the authority to provide such Instructions "Authorized
Officers" and containing specimen signatures ofsuch Authorized Officers, which incumbency
certificate shall be amended by the Authority, whenever a person is to be added or deleted from the
listing. If the Authority elects to give the Escrow Agent Instructions using Electronic Means and the
Escrow Agent in its discretion elects to act upon such Instructions,the Escrow Agent's understanding
of such Instructions shall be deemed controlling. The Authority understands and agrees that the
Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the
Escrow Agent shall conclusively presume that directions that purport to have been sent by an
Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been seat
by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized
Officers transmit such Instructions to the Escrow Agent and that the Authority and all Authorized
Officers are solely responsible to safeguard the use and confidentiality of applicable user and
authorization codes, passwords and/or authentication keys upon receipt by the Authority. The
Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from
the Escrow Agent's reliance upon and compliance with such Instructions notwithstanding such
directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees:
(i)to assume all risks arising out ofthe use of Electronic Means to submit Instructions to the Escrow
Agent,including without limitation the risk of the Escrow Agent acting on unauthorized Instructions,
and the risk of interception and misuse by third parties; (ii)that it is fully informed of the protections
and risk associated with the various methods of transmitting Instructions to the Escrow Agent and
that there may be more secure methods of transmitting Instructions than the methods selected by
the Authority; (iii) that the security procedures if any) to be followed in connection with its
transmission of Instructions provide to it a commercially reasonable degree of protection in light of
its particular needs and circumstances; and iv to notify the Escrow Agent immediately upon
Darning of any compromise or unauthorized use of the security procedures.
SECTION 16. COUNTERPARTS. This Agreement may be executed in any number o
counterparts,each of which shall be deemed ars original and all of which shall constitute one and the
same instrument.
SECTION 17: CHOICE OF LAW. This Agreement shall be governed exclusively by the
applicable laws of the State of Texas. venue for disputes shall be in the District Court of Travis
County, Texas.
SECTION 18: ASSIGNABELITY. This Agreement shall not be assignable by the parties
hereto, in whole or in part, and any attempted assignment shall be void and of no force and effect;
provided, however, that such assignment made y the Escrow Agent pursuant to Section hereof
shall be permitted hereunder.
SECTION 19: ENTIRE AGREEMENT. This Agreement evidences the entire Escrow
Agreement between the Escrow Agent and the Authority and supersedes any other agreements,
whether oral or written,between the parties regarding the Proceeds or the Escrow Account.
SECTION fl: VALIDI'T'Y of PROVISIONS. If any terra, covenant, condition or
provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby.
SECTIO 1: COMPENSATION FOR ESCROW SERVICES, The Escrow Agent shall
be entitled to compensation for its services as stated in Exhibit A,which compensation shall be paid
by the Authority but may not be paid directly from the Escrow Account.
SECTION : CERTIFICA'TIONS REGARDING TEXAS GOVERNMENT CODE,
(a) This Agreement has a value of less than $100,000 for purposes of Sections 2271.002
and 2274.002,{Texas Government Code.
(b) The Escrow Agent represents that,neither the Escrow Agent,nor any parent company,
wholly-or majority-owned subsidiaries or affiliates of the same, if any, are companies identified on
a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153
or Section 2270.020 1, Texas Govenunent Code,and posted on the following pages of such officer's
Internet website: hqps://co - . The
foregoing representation is made solely to comply with Section 2252.152,Texas Go errument Code,
and to the extent such Section does not contravene applicable Federal law and excludes the Escrow
Agent and each parent company, holly- or majority-owned subsidiaries, and other affiliates of the
sane, if any, that the United Mates government has affirmatively declared to be excluded from its
federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign
terrorist organization. The Escrow Agent understands "affiliate" to mean any entity that controls, is
controlled by, or is under common control with the Escrow Agent and exists to make a profit.
SECTION 2 : EXEMPT'ION FROM DISCLOSURE FORINT. The Escrow Agent
represents and warrants that it is "a wholly owned subsidiary of The Bank of New York Mellon
Corporation, a publicly traded business entity, and therefore this Agreement is exempt from Section
2252.908,Texas Government Code,as amended".
o
BCRUA r Escrow Agnnnt I RR 2023
IN WITNESS WHEREOF, the parties hereto have executed 1s Agreement effective
signature .
BRUSHY CREEK REGIONAL UTILITY AUTHORITY
Authorized representative
Date:
Address: 221 East Main Street
Round Rock, Texas 7$664
igPg
THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A.,
as Err Agent
By:
Title:
Date:
iP
BCRUA,,Escrow Agnnn[ RR 2023
BCRUA�Escmw Agnnnt JI RR 2023
EXHIBIT "B"
FORM OF PRIMATE PLACEMENT MEMORANDUM
UM
[See Separate'Tab of'Tr nnipt]
BCRUA y,ResApprvReslsmance T DB Round Rock 2023
PRI'VATE PLACEMENT MEMORANDUM DATED OCTOBER 2023
NEW ISSUE BOOK-ENTRY-ONLY
On the date ofinitial delivery of the Obligations(defined below),Issuer (identified on page i will render its opinion
substantially in theform attacked i "APPEADIX CFORM OF OPINION OF BOND COUNSEL. t
$41,750000
BRUSHY CREED REGIONAL UTILITY AUTHORITY,INC.
CITY of ROUND ROC ,'TEXAS CONTRACT REVENUE BONDS(BRUSHY CREEK REGIONAL
WATER TREATMENT T A 1D DISTRIBUTION PI JE " ,SERIES 2023
(THE"OBLIGATIONS")
Dated: November 15,2023 Due: August I
Interest accrues from the Delivery Date shown below
Interest Date: Interest on the Obligations will be payable on February I and August 1 each year,commencing
February 1, 2024(each an "Interest Payment Date"'). The Obligations will bear interest at the
rates per annum set forth in""APPENDIX A MATURITY S I DLTLE."
Record Date: The close of business on the fifteenth 15th) day of the calendar month next preceding each
Interest Payment Date.
Date Interest Accrues: Each Obligation shall bear interest from the Delivery Date thereof or the most recent Interest
Payment Date to which interest has been paid or provided for at the rate set forth in""APPENDIX
A MaWfity Schedule,"such interest payable semiannually on February 1 and August l of each
year until the earliest of maturity or prior redemption,commencing on February 1,2024.
Redemption: On February 1,2034,or on any date thereafter,the Obligations maturing on and after August 1,
2034 may be redeemed prior to their scheduled maturities,at the option of the Issuer,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 less than all of a maturity is to be redeemed the Paying
Agent Registrar shall deterrnine by lot the Obligations,or portions thereof within such maturity
to be redeemed (provided that a portion of ars Obligation may be redeemed only in integral
multiples of$5,000 of principal amount). See"THE OBLIGATIONS-Redemption Provisions"
herein.
Authorized no in tions: The Obligations are being issued fly registered on s in denominations of$5,000, or any
integral multiplet ereof
Paying paying agent(""Paying Agerg i r e is ' for the Obligations is The Bankof New
e e is a isMellon Trust Company, .,Dallas,Texas.
Book-Entry-Only System Uponinitial issuance,the ownership of the Obligations will be registered in the registration books
oft the Issuer kept by the Paying Agent/Registrar,in the name of Cede&Co.,as nominee of The
Depository st Company, New York, New York " to which principal, redemption
premium,if any,and interest payments on the Obligations will be made. The purchasers oft e
Obligationsill not receive ysieal delivery of bond certificates. Pnincipal of, interest, and
premium if any, on the Obligations will be payable at the designated office of the Paying
Agent/Registrar in Dallas,Texas as the same become due and payable.
Issuer} Brushy Creek Regional Utility Authority,Inc.
Official lAction: Resolution,dated October 25,2023.
Purpose: See" .#,
Security for the Obligations: See APPENDEK B OFFICIAL ."
Ratings-, Ratings"'
Delivery ate: November 15,2023.
See"APPENDIX A-MATURITYSCHEDULE"for Principal l Amounts,Maturities,
Interest hates,Yields,and Initial CUSYP Lumbers
AUTHORITY OFFICIALS,STAFF AND CONSULTANTS
Policy making and supervisory functions of the Issuer are the responsibility of and are vested in a six-member Board of Directors
("Board". The Board members serve two-year staggered terms and are two members appointed by each member city,including
the City of hound Rock, Texas, the City of Round Rock,, Texas and the City of Leander, Texas. The Issuer's Articles of
Incorporation delegates administrative responsibilities of the Issuer to the General Manager. Various support services are provided
by independent consultants and advisors.
Position
Board of Directors
Matt Balser President
Na'Cole Thompson Vice President
Anne Duffy Secretary
Irene Flores Citizen Director
Mel Kirkland Citizen Director
Jason Anderson Citizen Director
SiELEcTED ADwNisTRATwE STAFF
Name Position
Daren Bondy General Manager
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PRIVATE PLACEMENT MEMORANDUM
relating to
4197509000
BRUSHY CREED REGIONAL UTILITY AUTHORITY,INC.
CI'T'Y OF ROUND ROCK,TEXAS CONTRACT REVENUE BONDS BRUSHY CREED
REGIONAL.WATER TREATMENT TENT AND DISTRIBUTION PROJECT),SERIES 2023
(the"Obligations"
INTRODUCTION
This Private Placement Memorandum,including the cover page and appendices,contains brief descriptions
of the Issuer, provides certain information with respect to the issuance by the Issuer, and summaries of certain
provisions of the"Obligations"pursuant to the Official Action. Except as otherwise set forth herein,capitalized terms
used but not defined in this Private Placement Memorandums have the meanings assigned to them in the Official
Action. See"APPENDIX B FORM OF OFFICIAL ACTION"attached hereto.
APPENDIX A contains the maturity schedule for the Obligations.APPENDIX B contains the Official Action
and a description of the purpose for the proceeds of the Obligations. APPENDIX C contains a copy of the proposed
opinion of Bond Counsel with respect to the Obligations. The summaries of the documents contained in the forepart
of this Private Placement Memorandum are not complete or definitive, and every statement made in this Private
Placement Memorandum concerning any provision of any document is qualified by reference to such document in its
entirety.
THE OBLIGATIONS
General Description
The Obligations are being issued in the aggregate principal amount set forth in APPENDIX A of this Private
Placement Memorandum and will mature and be subject to redemption prior to maturity as described therein, The
Obligations are being issued as fully registered bonds in denominations of$5,000,or any integral multiple thereof.
The Obligations will be dated November 15,2023 and will mature on the dates,and will bear interest at the rates per
annum.set forth in"APPENDIX A--MATURITY CHEDI_TLE."
Interest on the Obligations is payable semiannually on each Interest Payment Date,and will be calculated on
the basis of a 0-day year consisting of twelve 30-day months. Principal of and the redemption price with respect to
the Obligations will be payable to the Owners upon presentation and surrender at the designated office of the Paying
Agent/Registrar.
Purpose
See"APPENDIX B FORM OF OFFICIAL ACTION."
Authority for Issuance
The Obligations are issued pursuant to the Constitution and the general laws of the Mate of Texas,including
Subchapter D of Chapter 43 1,Texas Transportation Code,as amended(the"Act");and the Official Action.
Security for the Obligations
See"APPENDIX B ,FORM OF OFFICIAL ACTION."
Redemption Provisions
On February I,2034,or on any date thereafter,the Obligations maturing on and ager August 1,2034 may be
redeemed prior to their scheduled maturities, at the option of the Issuer, 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 less than all of
I
maturity1determine by lot the
Obligations, or portions
(providedwithin such maturity to be redeemed tt in integral
multiples ,
000 of principal amount).
Book-Entry-Only System
71e information in this captionDepository "
and DTCs book entry system has been obtainedfrom DTC and the Issuer makes no representation
takes any responsibilityfor the accuracy or completeness ofsuch information.
DTC will act as securities
Obligations. 1
registeredsecurities Co. nominee)
representativeby an authonized issued
Obligations ii "APPENDIX B-FORM OF OFFICIA.L
"3
DTC is a limited-purposelimited-purpose trust company organizedt "'banking
organization"'within the meaning "'clearing
corporatlwithin meaningi "'clearing " registered
provisionspursuant to the 1 provides
millionservicing for over 3.5 F , and money
market instrument(from over 100 countries) that DTG's participants "'Direct Participants"')
DTC also facilitates the post-trade settlement among Direct 1 1pants of sales and other securities transactions,,in
;
deposited securities,
t , i i '
This eliminates , Direct Participants include
. .
securities �' , , companies, , and certain
organizations. i subsidiary 1 " "
holdingis the , National Securities Clearance Corporation, and Fixed
whichCorporation,all of 1 its ] t .
Access to the DTC system 1 - ,
banks,trust . .
companies, imaintain1 1Direct
Participant, 1 1 ("Indirect 1 f " . i +."
The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.
information .
TA.MATTERS
penin
deliverBond Counsel will its opinionthe date of delivery of the Obligations substantiallyin the form as
attached i ""APPENDIX C , FORM OF OPINION OF BOND "'
OTHER INFORMATION
Seftlement of Purchase of Obligations
The Issuer intends for the delivery of the Obligations to be facilitated through
DTC. See`17HE OBLIGATIONS , Book-Entry-Only ." In connection with the delivery of the Obligations,
a settlement agent may be used to cffect the delivery of the Obligations. , such
settlement agent t 1will be acting solcly
as a"'Clearing DTC Participant" " "(each as defined in Section2(a)(l 1)of the ` 1
es
. .
Act of 1933,as amended,
111)is not acting as a fiduciary or municipal advisoriObligations
securitiesand,accordingly,has no fiduciary duty to the Issuer under Federal or state ,and therefore is 1
by federal or state law to act in the best interests of the Issuer, i in providing , is not
providing"advice"with the meaning of Section
the infonnation providedObligations
any legal,accounting,regulatory or tax advice .
Forward Looking Statements
The statements contained in this Private Placement Memorandum,including the cover page,appendices,and
any other information or documents provided by the Issuer, that are not purely historical, are forward-looking
statements, including statements regarding the Issuer's expectations, hopes, intentions, or strategies regarding the
future. Holders and beneficial owners of the Obligations have placed reliance on forward-looking statements. All
forward looking statements included in this Private Placement Memorandum are based on information available to
the Issuer on the date hereof. It is important to note that the Issuer's actual results could differ materially from those
in such forward-looking statements.
Ratings
No application has been made to any ratings agency or municipal bond insurance company for qualification
of the Obligations for ratings or municipal bond insurance,respectively.
LITIGATION
General
On the date of delivery of the Obligations to the initial purchasers thereof,the Issuer will execute and deliver
a certificate to the effect that,except as disclosed herein,no litigation of any nature has been filed or is pending,as of
that date,to restrain or enjoin the issuance or delivery of the Obligations or which would affect the provisions Ornade
for their payment or security or in any manner questioning the validity of the Obligations.
The Issuer
There is no litigation, proceeding, inqui.aty, or investigation pending by or before any court or other
governmental authority or entity or,to the best knowledge of the Issuer,threatened)that adversely affects the power,
authority or obligation of the Issuer to deliver the Obligations,the security for,or the validity of,the Obligations or
the financial condition of the Issuer.
CONT01MG DISCLOSURE of INFORMA'T'ION
In the Official Action, the Issuer has made the following agreement for the benefit of the holders and
beneficial owners of the Obligations. The Issuer is required to observe the agreement for so long as it remains
obligated to advance funds to pay the Obligations. Cinder the agreement,the Issuer will be obligated to provide certain
updated financial information and operating data, and timely notice of specified material events, to the Municipal
Securities Rulemaking Board through the Electronic Municipal Market Access System. See"APPEI DIK FORM
M
F OFFICIAL ACTION.$$
Compliance with Prior Undertakings
During the last five}ream, the Issuer has complied in all material respects with all continuing disclosure
agreements made by it in accordance with the Tule.
NHSCELLANEOUS
Any statements made in this Private Placement Memorandum involving matters of opinion or of estimates,
whether or not so expressly stated, are set forth as such and not as representations of fact,and no representation is
made that any of the estimates will be realized. Neither this Private Placement Memorandum nor any statement that
may have been made verbally or in writing is to be construed as a contract with the owners of the Obligations.
The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as
a representation by the Issuer. The inforrnati n and expressions of opinion herein are subject to change without notice
and neither the deliverer of this Private Placement Memorandum nor any sale trade hereunder is to create,under any
circumstances, any implication that there has been no change in the affairs of the Issuer or the Issuer from the date
hereof,
3,
The Private Placement Memorandum is submittedti the sale of the securities
herein to the Texas Water Development Board on the Deliveryr used,as a whole
or i r any other purpose.
ADDITIONAL INFORMATION
The Private its dateinformation containedi
subject to change. Descriptions i t the Officialiagreements and documents
hereincontained t t provisions thereof and do not purport to be complete.
APPENDEK A
MATURITY SCHEDULE
August 1 Principal Initial CUSIP
maturity Amount Rate Yield Lumbers
2024 1,530)000 3.090010 3.090%
2025 0951,000 3.070% 3. 70%
2026 1,225,000 2.980% 2.980%
2027 192601,000 2.910% 2.910%
2028 19290,000 2.890% 2.890%
2029 11,3269000 2.900% 2.900%
2030 1,3551p000 2.920% 2.920%
2031 19390,000 2.990% 2.990%
2032 1,42 ,I100 3.010% 3.010%
2033 194 , 00 3.020% 3.020%
2034 1,49 5,I100 3.140% 3.140%
2035 110 5,I100 3.260'0/o 3.260%
203 1,50,000 3.400% 3.400%
2037 1,625,000 3.490% 3.490%
2038 196801,000 3.580% 3.580%
2039 197351,000 3.810% 3.810%
2040 197951,000 3.850% 3.850%
2041 11,8551,000 3.890% 3.890%
2042 11,920,000 3.940% 3.940%
2043 11,9907000 3.940% 3.940%
2044 21060,000 3.900% 3.900%
2045 21)135,000 4.040% 4.040%
2046 21)215,000 4.040% 4.040%
204' 21)295,000 4.040% 4.040%
2048 21, 0, 0 4.040% 4.040%
m
A-1
APPENDIX B
FORM OF OFFICIAL ACTION IN
Swd
APPENDIX
FORM OF OPINION OF BOND COUNSEL
EXHIBIT "C"
APPROVAL CERTIFICATE
The undersigned City Manager of the City of Round Rock, Texas, pursuant to the
resolution adopted by the City Council on October 2 , 2023 (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), Series 2023; 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 (Brushy Creek regional water Treatment and Distribution Project), Series 2023"
(the 'Bonds") do hereby approve the following terms of the Bonds;
(i) the total principal amount of the Bonds o $41,750,000;
(ii) the purchase price for the Bonds is $41,750,000;
(iii) the dated slate of the Bonds is November 15, 2023;
(iv) the interest rates and maturity schedule for the fonds are as set forth below:
Principal Maturity Interest Principal Maturity Interest
Amount (Aumust 1 late Amount (August I Rate
$1,530,000 2024 3.090% $1,625,000 2037 3.490%
19195,000 2025 3.070 1001000 2038 3.580
1,225,000 2026 2.980 1,735,000 2039 3.810
L260)000 2027 2.910 133953M2040 3,850
1,290,000 2028 2.890 1,8551POO 2041 3.890
1,325,000 2029 2.900 139201000 2042 3.940
1,355,000 2030 2.920 1,990,000 2043 3.940
1,390, 00 2031 2.990 21)060,000 2044 3.900
1,425,000 2032 3.010 2,135, 00 2045 4.040
1146000 2033 3.020 2)215)000 2046 4.040
1, 9 5 NO 2034 3.140 2,295,000 2047 4.040
1,535, 2035 3.260 2,380,000 2048 4.040
11580X0 2036 3.400
(v) the Bonds are subject to optional redemption as set forth below:
On February 1, 2034, or on any date thereafter, the Bonds of this series
maturing on and after August 1, 2034 may be redeemed prior to their scheduled
maturities, at the option of the Brushy Creek Regional 'till Authority Inc., with
funds derived from any available and lawful source, at par plus accrued interest to
the date fixed for redemption as a whole,or in part, and if less than all of a maturity
C-1
BCRUAJ c TwDB Round Rock 2023
is to be redeemed the Paying Agent/Registrar egistrar shall determine by lot the Bonds, or
portions thereof within such maturity to be redeemed (provided that a portion of a
Bond may be redeemed only in integral multiples of$ ,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, 2024.
[The Remainder of this page is Intentionally Left Blank]
C11-2
BCRUA Int RcsApprvRcsissnancc TWDB Round Rack 2023
EXECUTED AND DELIVERED 1 day of
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Title: City Manager
City of Round Rock,Texas
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