Contract - Brushy Creek Regional Utility Authority, Inc. - 4/25/2024 SEVENTH AMENDMENT TO THE MASTER CONTRACT FOR THE FINANCING,
CONSTRUCTION AND OPERATION OF THE BCRUA
REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT
THIS SEVENTH AMENDMENT TO THE MASTER CONTRACT FOR THE
FINANCING, CONSTRUCTION AND OPERATION OF THE BCRUA REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT (the "Seventh Amendment") is dated and
entered into as of the 27th day of March, 2024, by and among Brushy Creek Regional Utility
Authority, Inc. (`BCRUA"), a non-profit corporation of the State of Texas (the "State"), created
and existing under the laws of the State,including Subchapter D of Chapter 431 as amended,Texas
Transportation Code,and the City of Cedar Park,Texas("Cedar Park"),the City of Leander,Texas
("Leander"),and the City of Round Rock, Texas("Round Rock")all home-rule municipalities and
political subdivisions of the State (individually, the "City"; collectively, the "Cities"). The
BCRUA and the Cities are collectively referred to herein as the "Parties."
RECITALS
WHEREAS, on the 2nd day of September, 2008 the Parties entered into that one certain
Master Contract for the Financing, Construction and Operation of the BCRUA Regional Water
Treatment and Distribution Project(the"Master Contract"),that provides terms and conditions for
the financing, construction and operation of the first phase of the new regional system consisting
generally of upgrades to Cedar Park's raw water intake, a raw water intake line, new water
treatment plant, and water transmission mains; and
WHEREAS, on the 22nd day of January, 2009 the Parties entered into that one certain First
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project ("First Amendment") to postpone the date on
which the BCRUA Project is to be operational from April 1, 2011 to April 1, 2012; and
WHEREAS, on the 20d' day of October, 2010 the Parties entered into that one certain
Second Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project ("Second Amendment") to update
the estimated costs shown in Exhibit D with actual cost numbers, as well as to revise estimated
costs; and
WHEREAS, on the 22nd day of February, 2012 the Parties entered into that one certain
Third Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project ("Third Amendment") to delay
substantial completion of the water treatment plant from April 2012 to June 2012; and
WHEREAS,on the 25th day of April, 2018 the Parties entered into that one certain Fourth
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project ("Fourth Amendment") to expand the
definition of `BCRUA Project" to include certain Phase II Regional System Components, as
referenced in the Preliminary Engineering Report, and
Seventh Amendment to the Master Contract;Clean Final;Revised;03.25.24 4881-8714-7697 v.1 (002)
TZ-2024-091
WHEREAS, on the 22nd day of April, 2021 the Parties entered into that one certain Fifth
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project("Fifth Amendment")to expand the definition
of"BCRUA Project" to include all Phase II Regional System Components, as referenced in the
Preliminary Engineering Report, and to attach a new Exhibit D-1 to set out the estimated costs, the
allocation of the costs among the Parties, and to set out the Parties respective reserved capacities
in said Phase II components; and
WHEREAS, on the 5t' day of November, 2021 the Parties entered into that one certain
Sixth Amendment to the Master Contract for the Financing, Construction and Operation of the
BCRUA Regional Water Treatment and Distribution Project ("Fifth Amendment") to expand the
definition of`BCRUA Project" to include new phases to be designated Phase IB, Phase IC, and
Phase ID, and to attach a new Exhibit D-2 to set out the estimated costs,the allocation of the costs
among the Cities, and to set out the Cities' respective reserved capacities in said Phase IB, IC, and
ID components; and
WHEREAS, the Parties now desire to expand the definition of `BCRUA Project" to
include a new phase to be designated Phase IIA, and to attach a new Exhibit D-3 to set out the
estimated costs, the allocation of the costs among the Cities, and the Cities' respective reserved
capacities in said Phase IIA components;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the sufficiency of which are hereby conclusively acknowledged, and subject to the
terms and conditions hereinafter set forth, the Cities and the BCRUA mutually agree that the
Master Contract is amended as follows:
ARTICLE I
TABLE OF CONTENTS
The list of exhibits in the Table of Contents of the Master Contract is amended to read as follows:
EXHIBITS
Exhibit A-1 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit A-2 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit A-3 Contract between City of Round Rock and BRA for Lake Travis Water
Exhibit B Contract between City of Cedar Park and LCRA for Lake Travis Water
Exhibit C Contract between City of Leander for Lake Travis Water
Exhibit D BCRUA Regional Water Project Capacity and Cost Allocation, Phase IA,
Amended: October 20, 2010
Exhibit D-1 BCRUA Regional Water Project Capacity and Cost Allocation, Phase II, Updated:
March 30, 2021
Exhibit D-2 BCRUA Regional Water Project Capacity and Cost Allocation, Phases IB, IC, and
ID
Exhibit D-3 BCRUA Regional Water Project Capacity and Cost Allocation, Phase IIA
Exhibit E Descriptions of Phases IB, IC, and ID
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Exhibit E-I Description of Phase IIA
Exhibit F BCRUA Regional Water Project Maximum Capacities and Delivery Rates
ARTICLE II
ADDED EXHIBIT D-3
The attached document entitled"Exhibit D-3; BCRUA Regional Water Project Capacity and Cost
Allocation, Phase IIA has been added to set out the Cities' respective capacity and cost allocation
of Phase IIA of the Regional System Components and it shall be considered attached to and
incorporated in the Master Contract.
ARTICLE III
DEFINITIONS
Except as amended herein, all terms used herein shall have the meanings assigned to them in the
Master Contract, unless the context clearly requires otherwise.
The Master Contract, Article I, Section 1.1 (f) shall be amended to read as follows:
(f) "BCRUA Project"means, collectively,the Land Interests and the improvements described
in the recitals to this Contract and further described in the Preliminary Design Report,and as shown
on Exhibit D, Exhibit D-1, Exhibit D-2, Exhibit D-3, Exhibit E, and Exhibit E-1. 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 IB, IC, and
ID, as described in Exhibit E, including specifically Phase IIA as described in Exhibit E-1, 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 this Contract.
ARTICLE III
AMENDMENT TO ARTICLE VI, RESERVED CAPACITIES
Sections 6.1, 6.2, 6.3, and 6.4 are amended to read as follows:
Section 6.1 Reserved Capacities in BCRUA Project Components. Each City,respectively,shall
have the exclusive right to its reserved capacity in each BCRUA Project component as described
in Exhibit D, Exhibit D-1, Exhibit D-2, Exhibit D-3, and Exhibit F. No reserved capacity may be
allocated to or used by anyone other than the City on whose behalf that capacity has been reserved,
unless the affected City specifically agrees in writing to the allocation or use.
Section 6.2 Reserved Capacities for Treated and Raw Water in the BCRUA Project. Each City,
respectively, shall have the exclusive right to take, and the BCRUA shall have the obligation to
deliver, treated and raw water at the Delivery Points in the amounts shown in Exhibit D, Exhibit
D-1, Exhibit D-2, Exhibit D-3, and Exhibit F
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Section 6.3 Transfer of Reserved Capacity. Any City may transfer any portion of its
reserved capacity in one or more BCRUA Project components to another City, in exchange for
such consideration as such Cities shall deem appropriate. The Cities making such transfer shall
provide written notice to the BCRUA and the other City, signed by the Cities making the transfer,
specifying the amount of transferred reserved capacity and the affected BCRUA Project
component(s), and providing that the Cities otherwise ratify and confirm their pre-existing
obligations under this Contract. No such transfer shall be effective until and unless such notice is
provided. A transfer of reserved capacity shall not change any Bond Payment, other payment, or
other obligations of the Cities pursuant to this Contract.
Section 6.4 Documentation of Transferred Reserved Capacity. In the event that reserved
capacity is transferred, the BCRUA and the Cities shall cause a written amendment to be made to
Exhibit D, Exhibit D-1, Exhibit D-2, Exhibit D-3, and Exhibit F. describing such transfer and
setting forth the revised reserved capacity of each City in the BCRUA Project or component(s)
thereof.
ARTICLE IV
MISCELLANEOUS
Section 4.1 To the extent necessary to effect the terms and provisions of this Seventh
Amendment, the Master Contract is hereby amended and modified. In all other respects, the
aforesaid Master Contract is hereby ratified and confirmed.
Section 4.2 This Seventh Amendment may be executed in counterparts,each of which shall be
an original and all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto acting under authority of their respective
governing bodies have caused this Seventh Amendment to be duly executed as of the 27th day of
March, 2024.
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
By:
Matthew Baker, President
Attest:
By:
A"Secretary
4
CITY OF CEDAR PARK,TEXAS
By:
Jim nniman-Morin, Mayor
Attest:
LeAnn Quinn, City Secretary
5
CITY OF LEANDER,TEXAS
By: '
Christine De le, Mayor
Attest:
By. c�h( bl'-4
Dara Crabtree,City Secretary
6
CITY OF ROUND ROCK, TEXAS
By:
Craig Mor an, Ma
Attest:
B
4eag4an-gSpjint,y-
ity C rk
7
Exhibit D-3
BCRUA Regional Water Project Capacity and Cost Allocation, Phase IIA
Design & Phase IIA
Engineering Treatment Plant
Cost Allocation (%) Capacity Allocation
MGD
Cedar Park 0 0
Leander 52.4 11.7
Round Rock 47.6 10.6
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Exhibit E-1
Description of Phase IIA
Phase Capacity(MGD) Description
IIA 22.3 Plant Expansion from 41.9 MGD to 64.2 MGD
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