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BCRUA_R-09-05-20-8F r p RESOLUTION NO. R-09-C&21- 0 WHEREAS, the Brushy Creek Regional Utility Authority (BCRUA) desires to enter into a Safekeeping Application and Agreement with Bank of America, N.A. , Now Therefore BE IT RESOLVED BY THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, That. the Board President is hereby authorized and directed to execute on behalf of the BCRUA a Safekeeping Application and Agreement with Bank of America, N.A. , a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes . The Board 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 552, Texas Government Code, as amended. RESOLVED this __Z!1 hday of May, 2009 .. M1TCJ FULLER, esident Brush - ional Utility Authority E 'I' B rd Secretary 00160866/jkg COPY Bankof AAfnerica Account Application Form and Agreement(Non-Individuals) Customer Account Number BAS: BANA: To be completed by Client LEGAL NAME OF CLIENT("Legal Entity"): Brushy Creek Regional Utility Authority Primary Business Address of Legal Entity: Mailing Address(if different): 221 E. Main Street Street Addre s Street Address Round Rock, TX City State/Province City State/Province 78664 USA Postal Code Country Postal Code Country Legal Entity Type: ❑ CORPORATION ❑ PENSION PLAN Q NON-PROFIT ORGANIZATION Cl PARTNERSHIP bX GOVERNMENT ENTITY ❑ TRUST ❑ LIMITED LIABILITY COMPANY ❑ EDUCATION FACILITY ❑ OTHER ❑ INSURANCE COMPANY ❑ INVESTMENT ADVISOR Contact Information(provide all that apply): Contact Person: Chris Lippe Business Phone: 512-218-5400 Altemate Contact: Fax#A: Alternate Phone/Fax 0: E-mail Address: cl ippe@round-rock .tX.uS Alt.E-mail Address: Tax Status(check one): Tax ID Number(check one): US Non-Individual Tax ID Number: 4-5-0586920 Foreign Non-Individual Applied for Tax]D Number(list dale applied for): State or Country of Organization: Texas fNole:new Tax ID Number required within 60 days) Is the Legal Entity an SEC-Registered or State-Registered Investment Advisor? Yes No If SEC-Registered,provide SEC Registration Number and Effective Date:SO]- Effective Date: If State-Registered,provide the following:IARDICRD Number. Effective Date: Jurisdiction: Anti Money Laundering: Is the Legal Entity a Money Service Business? Yts No A"Money Service Business"is any person or entity doing business,whether or not on a regular basis,in the transfer of funds,including currency dealers or exchangers;check cashers;issuers,sellers or redeemers of traveler's checks,money orders, or stored value in an amount greater than$1,000 for any customer on any day in one or more transactions;money transmitters or remitters;and the U.S.Postal Service. Examples include Western Union,conveniencOgrocery stores,botels and casinos. A person or entity registered with and regulated ar examined by the SEC or the CFTC and a bank are not considered a"Money Service Business." Does the Legal Entity now employ a Senior Foreign Political Figure? Yes No A"Senior Foreign Political Figure"is a senior official in the executive,legislative,administrative,military or judicial branches of a foreign government(whether elected or not);a senior official of a major foreign political party;a senior executive of a foreign government-owned corporation;or any member of a foreign senior political figure's immediate family,or any close associates. AGREEMENT 1. Instructions;Settlement;Standard Confirmation Terms. The Legal Entity("ygp")agree that neither Bank of America,N.A.("BANA")nor Banc of America Securities LLC(""')(collectively,"ye"or"mo shall incur any liability in acting upon oral or written instructions given to us concerning your accounts;provided we reasonably believe such instructions to be genuine. You further agree that we,in our discretion,may decline to accept,or may place restrictions upon,orders for your accounts. You agree to pay promptly on demand any debit balance in your accouni(s)or any other balances you may owe to us. All transactions for your accounts are subject to the Standard Confirmation Terms set forth on the reverse side of each transaction confirmation,and,to the extent not inconsistent therewith,the customs and usages of the marketplace where effected. 2. BAS Orders and Executions. You agree that you will enter"sell'orders with BAS only with respect to securities and financial instruments(together "Financial Assets")that you own,and that you will deliver any such Financial Assets to BAS,in good deliverable form,on or before the settlement date (unless the applicable Financial Asset already is in BAS's possession). If you purchase Financial Assets in a cash account at BAS,you agree not to sell them until after you have paid for them. 3. Security Interest,Conflicts.You hereby grant BAS a continuing security interest in,lien on,and right of set-offwith respect to,all Financial Assets and other property,including cash balances(collectively,'Trope "),now or hereafter held or carried by BAS,including any Property in transit or held by others on behalf of BAS and all proceeds thereof,as collateral security for the payment and performance of al]your obligations,now existing or hereinafter arising, including any delivery or payment obligation. In order to satisfy such obligations,BAS is authorized to sell and/or purchase any Property in any of your accounts or to redeem money market funds in any of your accounts,without notice. Where this Section 3 is inconsistent with any provision of a Credit Agreement that you may have executed with BANA,or any amendment to such agreement("Credit Agreement"),the provisions of the Credit Agreement shall govern. 4. Use of Bank Transaction and Safekeeping Accounts. (a) If you elect to settle your purchase of Financial Assets through a designated transaction(DDA) account("Transaction AccoutR")with BANA,you authorize BANA to accept instructions from BAS to debit such Transaction Account in payment therefor. You agree to have sufficient funds available in any such Transaction Account on each settlement date to pay for your purchase of Financial Assets. You further instruct DANA to accept deposits into such Transaction Account that represent the proceeds of,and/or credit such Transaction Account with the proceeds from the sale of,Financial Assets you sell. Please indicate below the name and ABA routing number and account number of the Transaction Account you designate to be debited and credited for the foregoing purposes.(b)If applicable,you authorize BANA to accept delivery instructions from BAS for any Financial Assets BANA is safekeeping for you,and to deliver those Financial Assets to BAS or others,as BAS may direct. You authorize DANA to accept Financial Assets from BAS for deposit into your safekeeping accouni(s)with BANA. lfopplicable,identify the Transaction Account to be debired and credited pursuant to Paragraph 4(a)above. Brushy Creek Regional Utility Authority 488020263940 Deposit Account Name ABA Routing Number/Deposit Account Number 5. Limitation on Liability. You acknowledge and agree that we shall not be liable for(a)any loss,liability,damage,cost or expense caused directly or indirectly by events beyond our reasonable control,including,but not limited to,government restrictions,natural disasters,riots or other civil disturbances, exchange or market rulings,suspensions of trading,wars,strikes,terrorism or interruption of transportation,communication or data processing services;and (b)any loss or other claim of injury with respect to any account,except for losses or injuries directly attributable to our gross negligence or willful misconduct. You further acknowledge that,unless BAS has expressly agreed otherwise,BAS will be acting in the capacity of broker-dealer in connection with any transaction executed for your accounts and not as a financial adviser or a fiduciary. 6. Power and Authority;Change in Information. You represent and warrant that you have all necessary power and authority to execute and perform this Agreement and you represent and warrant that this Agreement,as amended from time to time,is a legal,valid and binding obligation,enforceable against you in accordance with its terms. You agree to notify us promptly of any change in information that you supply in respect of your accouni(s),including,but not limited to,change of address,change in investment objectives and change in financial circumstances. 7. Governing Law;Submission to Jurisdiction;Waiver of Jury Trial. In respect of any suit,action,or proceeding brought to enforce your obligations under this Agreement or in any way relating to this Agreement or in respect of any disputes that arise concerning your accounts,you agree(a)that the laws of the State of New York shall apply,(without regard to conflict of law principles), and (b)to irrevocably and unconditionally(i)submit to the exclusive jurisdiction of any United States Federal or New York State court sitting in The Borough of Manhattan,City of New York,and any appellate court from such court,and(ii)waive any defense of inconvenient forum to the maintenance of any suit,action,or proceeding in any such court and any right of jurisdiction on account of your place of residence or domicile. YOU IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO TRIAL BY JURY IN ANY SUIT, ACTION,PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. By signing below,you certify that(a)the information you have provided is true and correct and(b)you have read,understand and agree to the terms set forth in this document. Brushy Creek Regional Utility Authority Printed Name of Legal Entity if Applicable: INTERNAL USE- FOR FOREIGN ACCOUNTS ONLY: By.Si ahtre of Authorized ividual Date Manager(Name&Title): Mi er, President Printed Name and Title of Authorized Individual —Manager(Signature) Dale DISCLOSURES • Although you may establish accounts at Bank of America,N.A. ("BANA") and/or Banc of America Securities LLC (`BAS") (collectively, "we" or "us"), those accounts are maintained by separate legal entities and are operated independently. Accordingly, BANA shall have no responsibility or liability for any obligations of BAS relating to any accounts you may maintain at BAS, and BAS shall have no responsibility or liability for any obligations of BANA relating to any accounts you may maintain at BANA. • Financial Instruments offered or sold by BANA or BAS (i)are not deposits or obligations of, or guaranteed by, BANA or any other bank (unless explicitly stated otherwise); and (ii) may involve credit exposure to BANA or its affiliates (unless fully insured by the Federal Deposit Insurance Corporation ("FDIC")) and also may involve investment and market risks,including possible loss of the principal amount invested. "Financial Instruments"means securities of every kind, including but not limited to options relating to any security,commercial paper,certificates of deposit,bankcrs'acceptances,master notes,repurchase agreements and similar financial instruments. • BANA and its affiliates may lend or provide other services to issuers whose securities are underwritten or placed by BAS,and the proceeds of any offerings may be used to repay such loans. You should consult the relevant disclosure documents for the details of any such relationship. BAS or BANA may underwrite and deal in, serve as placement agent for,or have long or short positions in,securities with respect to which BAS or BANA renders certain brokerage or investment advisory services for you and may buy or sell such securities from or to you as principal. • Affiliates of BANA and BAS receive fees for providing investment advisory,administrative and other services to their affiliated mutual funds, Columbia Funds. BAS may receive revenue share payments for its sales of and services provided to certain money market mutual funds, including affiliated and non-affiliated funds. These revenue share payments are paid by the funds'distributors or advisors,and are in addition to any 12b-1 fees or shareholder servicing fees that BAS may receive from the funds. Revenue share payments do not affect your yield. Due to the varying financial arrangements, your sales representative may have a financial incentive to offer you certain potential investments(such as funds for which BAS receives revenue share)over others. • BAS(but not BANA)is a member of the Securities Investor Protection Corporation("SIPC")through which customer accounts are protected in the event of a broker-dealer's insolvency up to$500,000,including a maximum of$100,000 for free cash balances. In addition to receiving basic SIPC protection,and once such protection is exhausted, all BAS (but not BANA)client accounts are protected on the total net equity of the account,not to exceed$300,000,000 per account, or an aggregate of$1.2 billion. The term"net equity"means the value of the securities and cash BAS owes you at the time a liquidation proceeding is commenced. This additional protection is provided in the form of a guarantee to BAS from its parent company, Bank of America Corporation, and is of the same type and nature as provided by SIPC,but at a higher limit. Neither SIPC nor the additional coverage is the same as or a substitute for FDIC deposit insurance,and they do not protect against declines in the market value of your securities. If you would like to contact the SIPC to obtain a SIPC brochure or to obtain other information about SIPC,you may call SIPC directly at(202)371-$300 or visit the SIPC website at www.sipc.org. • Pursuant to Rule 14b-I or 10-2, as applicable, under the Securities Exchange Act of 1934, we may disclose your name,address,and Financial Instrument positions to requesting companies in which you are a shareholder, unless you send written objection to BAS or BANA,as applicable. • When we hold, on your behalf, bonds or preferred stock in street name or bearer form which are callable in part,you agree to participate in the impartial lottery allocation system of the called securities used by us in accordance with the rules of the applicable exchange or depository. • USA Patriot Act Disclosure: BANA and BAS,like all financial institutions,are required by Federal law to obtain, verify and record information that identifies each customer who opens an account with us. When you open an account we will ask for your name,address and government-issued identification number and other information that will allow us to form a reasonable belief as to your identity,such as documents that establish legal status. DATE: May 15, 2009 SUBJECT: BCRUA Board Meeting— May 20, 2009 ITEM: 8F. Consider a resolution authorizing the President to execute a Safekeeping Application and Agreement with Bank of America, N.A. PRESENTER: Cindy Demers, Assistant City Manager, City of Round Rock Justification/Background: This agreement sets up the safekeeping account with Bank of America for the safekeeping of BCRUA investments.