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BCRUA_07-08-22-11 RESOLUTION NO. Q 7-DQ-Z-f J WHEREAS, the Brushy Creek Regional Utility Authority, Inc . (the "Authority" ) desires to retain professional legal services to represent the Authority to perform bond counsel services, and WHEREAS, McCall, Parkhurst & Horton, L.L. P. has submitted an engagement letter to provide said services, and WHEREAS, the Board of Directors of the Authority desires to enter into said engagement letter with McCall, Parkhurst & Horton, L.L.P. , Now Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC., That the President is hereby authorized and directed to execute on behalf of the Authority said engagement letter with McCall, Parkhurst & Horton, L.L. P. , a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes . The Board of Directors hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 22nd day of August, 200 14X By: yPr sident B shy Creek Regional Utility uthority, Inc . 0:\wdox\RESOLUTI\BRUSITYCRK\00119551.WPD/rmc LAW OFFICES M°CALL, PARKHURST & HORTON L.L.P. 717 NORTH HARWOOD 600 CONGRESS AVENUE 700 N.ST.MARY'S STREET SUITE 900 SUITE 1800 SUITE 1525 DALLAS,TEXAS 75201-6587 AUSTIN,TEXAS 78701-3248 SAN ANTONIO,TEXAS 78205-3503 TELEPHONE:214 754.9200 TELEPHONE:512 478-3605 TELEPHONE:210 225-2800 FACSIMILE:214 754.9250 FACSIMILE:512 472-0871 FACSIMILE:210 225.2984 August 7, 2007 Board of Directors Brushy Creek Regional Utility Authority, Inc. Dear Gentlemen: This engagement letter will outline our proposed services as Bond Counsel to the Brushy Creek Regional Utility Authority, Inc. (the "Authority") in connection with the issuance of bonds, notes or other obligations by the Authority and our understanding of the compensation therefor(the "Matter"). SERVICES We will perform all usual and necessary legal services as Bond Counsel. Specifically,we will prepare and direct legal proceedings and perform other necessary legal services with reference to the formation of the Authority, preparation and review of financing contracts, and authorization, sale, and delivery of the Authority's bonds, notes or other obligations referenced above(for convenience hereafter collectively referred to as "bonds"), including the following: 1. consultation with the Authority's Board (the "Board"), as appropriate, and any advisors in planning for the bond issue,including consultations concerning federal tax considerations; 2. preparation of all contracts, resolutions, trust indentures, and other instruments pursuant to which bonds will be authorized, secured, sold and delivered in consultation with the Board's General Counsel, financial advisors, the underwriters and their counsel and any officials and consultants thereof, SCRUA:Er%M� w. Brushy Creek RUA August 7, 2007 Page 2 3. attendance at meetings of the Board, as appropriate, and with other representatives thereof to the extent required or requested with reference to the creation of the Authority and authorization and issuance of the bonds; 4. preparation of all documents necessary to seek the approval of the Attorney General of Texas and the submission of such documents to the Attorney General for approval and to the Comptroller of Public Accounts for registration of the bonds as required by law; 5. supervision of the printing and execution of the bonds and the delivery thereof to the initial purchaser of the bonds; 6. rendering our nationally accepted opinions covering the validity of the bonds under Texas law and tax status of the interest thereon under federal income tax laws; and 7. preparation of a transcript of all proceedings in connection with the issuance of the bonds. The foregoing legal services as Bond Counsel do not include any direct responsibility for litigation of any kind. However, if during the issuance of the bonds any litigation should develop regarding the issuance of the bonds or the provisions made for their payment or security, we will consult,advise and cooperate with General Counsel to the Board concerning any such litigation. Our fees for such services would be based upon an hourly rate of$300 an hour. In addition, our services as Bond Counsel do not include any direct responsibility for the "disclosure obligations"owed to the investing public under the federal securities laws and the various state securities laws. We will not be responsible for the preparation of any Official Statement and will not assume any responsibility with respect thereto nor undertake independently to verify any of the information therein,except that,in our capacity as Bond Counsel,we will review various statements in any Official Statement to verify that such statements conform to the provisions of the legal instruments and documents therein described. The firm will undertake upon the request of the Board such services as may be necessary to assist the Authority in satisfying the continuing disclosure requirements ofRule 15c2-12 promulgated by the Securities and Exchange Commission. Our fees for such services would be based upon an hourly billing rate of$300 per hour. Should it be necessary for the firm to render a written opinion with respect to any matters relating to the compliance by the Authority with the ongoing disclosure or other compliance requirements of Rule 15c2-12,such fee for legal services provided in connection with the delivery of the opinion will be set at an amount agreed upon by us and the Authority. BL RUA:E,pjr -n Ur. Brushy Creek RUA August 7, 2007 Page 3 Our services as Bond Counsel do not include any responsibility for investigating the financial condition and affairs of the Authority. Our approving legal opinion as Bond Counsel will contain a paragraph substantially to the effect that we have acted as Bond Counsel for the Authority for the sole purpose of rendering an opinion with respect to the legality and validity of the bonds under the Constitution and laws of the State of Texas,and with respect to the exemption of the interest on the bonds from federal income taxes, and for no other reason or purpose. The paragraph will also disclose that we have not been requested to investigate or verify, and have not investigated or verified, any records, data, or other material relating to the financial condition or capabilities of the Authority, and have not assumed any responsibility with respect thereto. COOPERATION To enable us effectively to perform the services contemplated, it is essential that you disclose fully and accurately all facts and keep us apprised of all developments relating to-the Matter. You have agreed to cooperate fully with us and to make your representatives available to attend meetings, conferences, hearings, and other proceedings. CLIENT DOCUMENTS We will maintain all documents you furnish us in our client files for the Matter. At the conclusion of the Matter (or earlier if appropriate), it is your obligation to advise us as to which, if any, of the documents in our files you wish us to return to you. We may keep copies thereof to the extent we believe advisable for our records. We will retain any remaining documents in our files for a certain period of time and ultimately destroy them in accordance with our record retention program schedule then in effect. STANDARDS OF PROFESSIONALISM AND ATTORNEY COMPLAINT INFORMATION In performing services under this Agreement,we agree to comply with all applicable state and federal laws. Pursuant to rules promulgated by the Texas Supreme Court and the State Bar of Texas, we are to advise clients that the State Bar ofTexas investigates and prosecutes complaints ofprofessional misconduct against attorneys licensed in Texas. A brochure entitled Attorney Complaint Information is available at all of our Texas offices and is likewise available upon request. A client that has any questions about State Bar's disciplinary process should call the Office of the General Counsel of the State Bar of Texas at 1-800-932-1900 toll free. OCR UA Enrvs U, Brushy Creek RUA August 7, 2007 Page 4 CONFLICTS OF INTERESTS You understand that the firm represents many investment banking firms,commercial banks, and other parties to public finance transactions from time to time in connection with other issues, including the Aurhority's financial advisors and potential underwriters for your bonds, and you do not object to our continued representation(in connection with other issues) of any such party with respect to which you choose to do business in connection with issuance of the bonds, since doing so is how we are able to gain the experience we need to represent you effectively. if a controversy arises between you and any other client of the firm, the firm, after taking into account the rules of professional ethics applicable to it, may decline to represent either you or such other client or both you and such other client. COMPENSATION We propose a fee of 0.20% of the principal amount of bonds issued. With respect to the bonds issued for the initial phase of the regional water project, our fee will also include a one-time charge of$60,000(allocated per series of bonds issued for the initial phase)for proving up creation of the Authority and work related to articles of incorporation, bylaws and financing contracts. Any fees for refundings or more complicated financing structures utilizing variable rate bonds or SWAPs or similar instruments will be negotiated at that tune. Our bond counsel fee is contingent upon the issuance of any bonds. We also expect to be reimbursed for all normal,actual out-of-pocket expenses incurred(such as travel, communications, reproduction and delivery service) in connection with the services performed. Since the work for the Authority will be performed by attorneys in the Austin office, it is not anticipated that travel expenses will be incurred;however,in the event travel is necessary it will not be undertaken without prior approval by the Board. Copying charges are normally twenty cents a page. Large copying orders are sometimes subcontracted out,in which case the actual charges are billed. TERMINATION This engagement may be terminated by either party upon thirty (30) days written notice; provided,however,if the Board exercises the early termination,the Authority shall pay Bond Counsel all fees and expenses accrued to the date of such termination. There shall not be individual liability on any member of the Board, or other official of the Authority,for the payment of any amounts due hereunder. OCRUl Enpp-Lr. Brushy Creek RUA August 7, 2007 Page 5 If the Board finds this proposal to be satisfactory,we ask that a copy of this letter be signed and returned to us for our files. We look forward to working with the Authority. Respectfully submitted, McCall, Parkhurst &Horton L.L.P. C. D. Polumbo 8CRU1 Ent y-Lu. Brushy Creek RUA August 7, 2007 Page 6 The foregoing agreement is hereby accepted on behalf of the Brushy Creek Regional Utility Authority, Inc. Date: By: Title: BCQUAF.,V .Wv LAW OFFICES M°CALL, PARKHURST & HORTON L.L.P. 717 NORTH HARWOOD 600 CONGRESS AVENUE 700 N.ST.MARY'S STREET SUITE 900 SUITE 1800 SUITE 1525 DALLAS,TEXAS 75201-6587 AUSTIN,TEXAS 78701-3248 SAN ANTONIO,TEXAS 78205-3503 TELEPHONE: 214 754-9200 TELEPHONE:512 478.3805 TELEPHONE:210 225-2800 FACSIMILE:214 754-9250 FACSIMILE:512 472-0871 FACSIMILE:210 225-2984 August 7, 2007 Board of Directors Brushy Creek Regional Utility Authority, Inc. Dear Gentlemen: This engagement letter will outline our proposed services as Bond Counsel to the Brushy Creek Regional Utility Authority, Inc. (the "Authority") in connection with the issuance of bonds, notes or other obligations by the Authority and our understanding of the compensation therefor(the "Matter"). SERVICES We will perform all usual and necessary legal services as Bond Counsel. Specifically,we will prepare and direct legal proceedings and perform other necessary legal services with reference to the formation of the Authority, preparation and review of financing contracts, and authorization, sale, and delivery of the Authority's bonds, notes or other obligations referenced above (for convenience hereafter collectively referred to as "bonds"), including the following: 1. consultation with the Authority's Board (the "Board"), as appropriate, and any advisors in planning for the bond issue,including consultations concerning federal tax considerations; 2. preparation of all contracts, resolutions, trust indentures, and other instruments pursuant to which bonds will be authorized, secured, sold and delivered in consultation with the Board's General Counsel, financial advisors, the underwriters and their counsel and any officials and consultants thereof-, BCRUA:Engagmi IAr. Brushy Creek RUA August 7, 2007 Page 2 3. attendance at meetings of the Board, as appropriate, and with other representatives thereof to the extent required or requested with reference to the creation of the Authority and authorization and issuance of the bonds; 4. preparation of all documents necessary to seek the approval of the Attorney General of Texas and the submission of such documents to the Attorney General for approval and to the Comptroller of Public Accounts for registration of the bonds as required by law; 5. supervision of the printing and execution of the bonds and the delivery thereof to the initial purchaser of the bonds; 6. rendering our nationally accepted opinions covering the validity of the bonds under Texas law and tax status of the interest thereon under federal income tax laws; and 7. preparation of a transcript of all proceedings in connection with the issuance of the bonds. The foregoing legal services as Bond Counsel do not include any direct responsibility for litigation of any kind. However, if during the issuance of the bonds any litigation should develop regarding the issuance of the bonds or the provisions made for their payment or security, we will consult,advise and cooperate with General Counsel to the Board concerning any such litigation. Our fees for such services would be based upon an hourly rate of$300 an hour. In addition, our services as Bond Counsel do not include any direct responsibility for the "disclosure obligations" owed to the investing public under the federal securities laws and the various state securities laws. We will not be responsible for the preparation of any Official Statement and will not assume any responsibility with respect thereto nor undertake independently to verify any of the information therein, except that, in our capacity as Bond Counsel,we will review various statements in any Official Statement to verify that such statements conform to the provisions of the legal instruments and documents therein described. The firm will undertake upon the request of the Board such services as may be necessary to assist the Authority in satisfying the continuing disclosure requirements ofRule 15c2-12 promulgated by the Securities and Exchange Commission. Our fees for such services would be based upon an hourly billing rate of$300 per hour. Should it be necessary for the firm to render a written opinion with respect to any matters relating to the compliance by the Authority with the ongoing disclosure or other compliance requirements ofRule 15c2-12, such fee for legal services provided in connection with the delivery of the opinion will be set at an amount agreed upon by us and the Authority. BCRUA.EngM-.t[Jr. Brushy Creek RUA August 7, 2007 Page 3 Our services as Bond Counsel do not include any responsibility for investigating the financial condition and affairs of the Authority. Our approving legal opinion as Bond Counsel will contain a paragraph substantially to the effect that we have acted as Bond Counsel for the Authority for the sole purpose of rendering an opinion with respect to the legality and validity of the bonds under the Constitution and laws of the State of Texas, and with respect to the exemption of the interest on the bonds from federal income taxes, and for no other reason or purpose. The paragraph will also disclose that we have not been requested to investigate or verify, and have not investigated or verified, any records, data, or other material relating to the financial condition or capabilities of the Authority, and have not assumed any responsibility with respect thereto. COOPERATION To enable us effectively to perform the services contemplated, it is essential that you disclose fully and accurately all facts and keep us apprised of all developments relating to the Matter. You have agreed to cooperate fully with us and to make your representatives available to attend meetings, conferences, hearings, and other proceedings. CLIENT DOCUMENTS We will maintain all documents you furnish us in our client files for the Matter. At the conclusion of the Matter (or earlier if appropriate), it is your obligation to advise us as to which, if any, of the documents in our files you wish us to return to you. We may keep copies thereof to the extent we believe advisable for our records. We will retain any remaining documents in our files for a certain period of time and ultimately destroy them in accordance with our record retention program schedule then in effect. STANDARDS OF PROFESSIONALISM AND ATTORNEY COMPLAINT INFORMATION In performing services under this Agreement,we agree to comply with all applicable state and federal laws. Pursuant to rules promulgated by the Texas Supreme Court and the State Bar of Texas, we are to advise clients that the State Bar of Texas investigates and prosecutes complaints of professional misconduct against attorneys licensed in Texas. A brochure entitled Attorney Complaint Information is available at all of our Texas offices and is likewise available upon request. A client that has any questions about State Bar's disciplinary process should call the Office of the General Counsel of the State Bar of Texas at 1-800-932-1900 toll free. BCRUA:E gagw-g LU Brushy Creek RUA August 7, 2007 Page 4 CONFLICTS OF INTERESTS You understand that the firm represents many investment banking firms, commercial banks, and other parties to public finance transactions from time to time in connection with other issues, including the Aurhority's financial advisors and potential underwriters for your bonds, and you do not object to our continued representation (in connection with other issues) of any such party with respect to which you choose to do business in connection with issuance of the bonds, since doing so is how we are able to gain the experience we need to represent you effectively. If a controversy arises between you and any other client of the firm, the firm, after taking into account the rules of professional ethics applicable to it, may decline to represent either you or such other client or both you and such other client. COMPENSATION We propose a fee of 0.20% of the principal amount of bonds issued. With respect to the bonds issued for the initial phase of the regional water project, our fee will also include a one-time charge of$60,000 (allocated per series of bonds issued for the initial phase)for proving up creation of the Authority and work related to articles of incorporation, bylaws and financing contracts. Any fees for refundings or more complicated financing structures utilizing variable rate bonds or SWAPS or similar instruments will be negotiated at that time. Our bond counsel fee is contingent upon the issuance of any bonds. We also expect to be reimbursed for all normal,actual out-of-pocket expenses incurred(such as travel, communications, reproduction and delivery service) in connection with the services performed. Since the work for the Authority will be performed by attorneys in the Austin office, it is not anticipated that travel expenses will be incurred;however,in the event travel is necessary it will not be undertaken without prior approval by the Board. Copying charges are normally twenty cents a page. Large copying orders are sometimes subcontracted out, in which case the actual charges are billed. TERMINATION This engagement may be terminated by either party upon thirty (30) days written notice; provided,however,ifthe Board exercises the early termination,the Authority shall pay Bond Counsel all fees and expenses accrued to the date of such termination. There shall not be individual liability on any member of the Board, or other official of the Authority, for the payment of any amounts due hereunder. BCRUA:Eng-@— Gr. Brushy Creek RUA August 7, 2007 Page 5 If the Board finds this proposal to be satisfactory, we ask that a copy of this letter be signed and returned to us for our files. We look forward to working with the Authority. Respectfully ubmitted, McCall, P rk urst Horton L.L.P. Polumbo BCRUA.Enpg—t Ur. Brushy Creek RUA August 7, 2007 Page 6 The foregoing agreement is hereby accepted on behalf of the Brushy Creek Regional Utility Authority, Inc. Date: B : itle: BCRUA:FjV g-n LA,