BCRUA_R-09-06-03-6B CERTIFICATE FOR RESOLUTION NO. R-09-06-03-6B
BRUSHY CREEK REGIONAL UTILITY AUTHORITY §
COUNTIES OF TRAVIS AND WILLIAMSON §
STATE OF TEXAS §
We, the undersigned officers of the Board of Directors (the "Board") of the Brushy Creek
Regional Utility Authority, Inc. hereby certify as follows:
1. The Board convened in SPECIAL MEETING ON THE 3RD DAY OF.TUNE, 2009, at
the designated meeting place(the "Meeting"), and the roll was called of the duly constituted officers
and members of the Board, to wit:
Mitch Fuller-President
George White - Vice President
John Cowman- Secretary
and all of said persons were present, except the following absentees: none, thus constituting a
quorum. Whereupon, among other business,the following was transacted at the Meeting: a written
A RESOLUTION BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK
REGIONAL UTILITY AUTHORITY, INC. AUTHORIZING THE ISSUANCE OF
"BRUSHY CREEK REGIONAL U'T`ILITY AUTHORITY,INC. CITY OF LEANDER,
TEXAS CONTRACT REVENUE BONDS,(BRUSHY CREEK REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT)"; 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
was duly introduced for the consideration of the City. It was then duly moved and seconded that the
Resolution be passed; and, after due discussion, the motion, carrying with it the passage of the
Resolution, prevailed and carried by the following vote:
AYES: 3
NOES: 0
2. A true, full and correct copy of the aforesaid Resolution passed at the Meeting described
in the above and foregoing paragraph is attached to and follows this Certificate;that the Resolution
has been duly recorded in the City's minutes of the Meeting;that the above and foregoing paragraph
is a true, full and correct excerpt from the City's minutes of the Meeting pertaining to the passage of
the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen,
qualified and acting officers and members of the City Council as indicated therein; that each of the
officers and members of the City Council was duly and sufficiently notified officially and personally,
in advance, of the time, place and purpose of the aforesaid Meeting, and that the Resolution would
BCRUA:L c..LW KXc BadA9Cw
be introduced and considered for passage at the Meeting, and each of the officers and members
consented, in advance, to the holding of the Meeting for such purpose; that the Meeting was open
to the public and public notice of the time, place and purpose of the Meeting was given, all as
required by Chapter 551, Government Code, as amended.
KPUk.Land"TLR VB.UW9Cat 2
SIGNED AND SEALED this June 3, 2009.
Secryary Presi ent
(SEAL)
HCRue:I—WclKR-%F W9C=t 3
MPH Dml NYC9
RESOLUTION NO. R-09-06-03-6B
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 LEANDER,
TEXAS CONTRACT REVENUE BONDS, (BRUSHY CREEK REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT)"; 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
ADOPTED JUNE 3, 2009
BCRUA:L. dmW-?—veondW9
RESOLUTION NO. R-09-06-03-6B
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 LEANDER,
TEXAS CONTRACT REVENUE BONDS, (BRUSHY CREEK REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT)"; 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
TABLE OF CONTENTS
Page
PREAMBLE . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2. AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS . . . . . . . . . . . 2
(a) Amount and Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(b)Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3. DATE, DENOMINATIONS, NUMBERS, MATURITIES, AND TERMS
OF BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a)Terms of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Award Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(c) Sale of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(d)In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4. INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5. REGISTRATION, TRANSFER, AND EXCHANGE; AUTHENTICATION
AND BOOK-ENTRY-ONLY SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
(a)Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) Registration Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(c)Ownership of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(d) Payment of Bonds and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(e) Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(f) Transfer, Exchange or Replacement . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(g) Substitute Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(h) Book-Entry-Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(i) Successor Securities Depository; Transfers Outside
Book-Entry-Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
HCRUA:L M.KX-Rond.09 1
U)Payments to Cede& Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(k)Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(l) Conditional Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6. FORM OF BOND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7. PLEDGE OF BOND PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(a) Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(b)Perfection of Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 8. RATES AND CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 9. DISTRIBUTION OF BOND PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 10. RESERVE FUND,DEBT SERVICE FUND; CONSTRUCTION FUND;
ESCROW FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(a)Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(b) Required Reserve Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(c) Principal and Interest . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . 11
(d) Additional Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(e) Substitution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(f) Credit Agreement . . . . . . . 11
(g) Excess Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(h) Debt Service Fund . . . . . . . . . . . . . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . 13
(i) Construction Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(l) Escrow Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 11. DEFICIENCIES -EXCESS BOND PAYMENTS . . . . . . . . . . . . . . . . . . . . . . 15
(a)Deficiencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(b) Excess bond Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 12. PAYMENT OF BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 13. INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 14. ISSUANCE OF ADDITIONAL BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 15. SPECIAL PROJECT BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 16. MAINTENANCE OF BCRUA PROJECT - INSURANCE . . . . . . . . . . . . . . . 17
Section 17. RECORDS AND ACCOUNTS -ANNUAL AUDIT . . . . . . . . . . . . . . . . . . . . 17
Section 18. SALE OR ENCUMBRANCE OF BCRUA PROJECT . . . . . . . . . . . . . . . . . . . 17
KRUk Le daNKRmBmdW9 ii
Section 19. COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ , 17
Section 20. SPECIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(a) Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(c) Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(d) Legal Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(e) Budget . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(0 Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 21. LIMITED OBLIGATIONS OF THE BCRUA . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 22, DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(b) Remedies for Event of Default . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . 19
(c)Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 23. AMENDMENT OF RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(a) Amendments Without Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(b) Amendments With Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(c)Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(d) Receipt of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . 22
(e)Effect of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(0 Consent Irrevocable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(g) Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(h) Insurer Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 24, COVENANTS REGARDING TAX-EXEMPTION OF INTEREST ON
THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(b)Rebate Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(c) Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(d) Allocation Of and Limitation On, Expenditures for the Project . . . . . . . . . . 24
(e)Disposition of Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 25. RESOLUTION TO CONSTITUTE A CONTRACT; EQUAL SECURITY . . . 25
Section 26. SEVERABILITY OF INVALID PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . 25
Section 27. PAYMENT AND PERFORMANCE ON BUSINESS DAYS . . . . . . . . . . . . . 25
Section 28. LIMITATION OF BENEFITS WITH RESPECT TO THE RESOLUTION . . . 25
BC11U.5,Lcuukx" Bon&09 iii
Section 29. CUSTODY, APPROVAL, BOND COUNSEL'S OPINION, CUSIP
NUMBERS, PREAMBLE AND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 30. COMPLIANCE WITH RULE 1Sc2-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(a) Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(b)Material Event Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(c)Limitations, Disclaimers, and Amendments . . . . . . . . . . . . . . . I . . . . . . . . . 27
Section 31, APPLICATION OF BOND PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 32. DEFEASANCE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 33. TEXAS WATER DEVELOPMENT BOARD MATTERS . . . . . . . . . . . . . . . . 30
Section 34. FURTHER PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 3S. DTC LETTER OF REPRESENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 36. BOND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 37. REPEAL OF CONFLICTING RESOLUTIONS . . . . . . . . . . . . . . . . . . . . . . . 32
Section 38. PUBLIC NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 39. NO PERSONAL LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 40. CREDIT AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
EXHIBIT A DEFINITIONS . . . . . . . . . . . . . A-1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXHIBIT B AWARD CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-I
EXHIBIT C FORM OF BOND . . . . . . . . . . . . . . C-1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXHIBIT D PAYING AGENT/REGISTRAR AGREEMENT . . . . . . . . . . . . . . . . . . . . . . D-1
EXHIBIT E ESCROW AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-I
EXHIBIT F CONTINUING DISCLOSURE OF INFORMATION . . . . . . . . . . . . . . . . . . F-1
EXHIBIT G MASTER CONTRACT FOR THE FINANCING,
CONSTRUCTION AND OPERATION OF THE
BCRUA REGIONAL WATER TREATMENT AND
DISTRIBUTION PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1
BCAU.t Lund&KRs 130nde09 iv
RESOLUTION NO. R-09-06-03-6B
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 LEANDER,
TEXAS CONTRACT REVENUE BONDS, (BRUSHY CREEK REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT)"; 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
WHEREAS, 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 Board 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
WHEREAS, the BCRUA initially expects to issue separate series of such revenue bonds for
the City of Cedar Park, Texas("Cedar Park"), the City of Round Rock, Texas("Round Rock") and
the City of Leander, Texas("Leander")to finance their share 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
WHEREAS, 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 Water
Treatment and Distribution Project," dated as of September 2, 2008 as amended by the "First
Amendment to the Master Contract for the Financing, Construction and Operation of the BCRUA
Regional Water Treatment and Distribution Project"dated as of February 12,2009(collectively, the
"Contract") pursuant to which 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 BCRUA Project Costs and to make payments to or on behalf of the BCRUA in amounts sufficient
to meet all of the BCRUA's obligations under the Contract including relating to a City's respective
BCRUA!1 a dw%KRc Bon&39
series of bonds issued to finance and refinance a City's share of the BCRUA Project Costs and to
own, operate and maintain the BCRUA Project; and
WHEREAS,Leander has requested that the BCRUA issue a separate series of revenue bonds
in an aggregate principal amount not to exceed $91,180,000 pursuant to the Contract to finance
Leander's share of the BCRUA Project Costs (the "Bonds"); and
WHEREAS, Cedar Park and Round Rock have also requested the BCRUA issue separate
series of contract revenue bonds pursuant to the Contract to finance their respective share of the
BCRUA Project Costs and the three separate series of contract revenue bonds for the Cities are
expected to be issued and delivered simultaneously;and
WHEREAS, the Cities and the BCRUA have approved the Contract; and
WHEREAS, this Resolution constitutes a Bond Resolution as that term is defined in the
Contract; and
WHEREAS,Leander has agreed pursuant to Article X ofthe Contract to provide continuing
disclosure of certain financial and operating data so long as the Bonds are Outstanding; and
WHEREAS, the principal of the Bonds and the interest thereon are and shall be solely
payable from and secured by a Gen on and pledge of the portion of the Annual Payments designated
as"Bond Payments"to be made by pursuant to the Contract in amounts sufficient to pay and redeem,
and provide for the payment ofthe principal of,premium,if any, and interest on the Bonds,when due,
and the fees and expenses of the Paying Agent/Registrar for the Bonds, all as required by this
Resolution.
NOW,THEREFORE, BE TI' RESOLVED BY THE BOARD OF DIRECTORS OF
THE BRUSHY CREEK 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 "A" 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 be entitled
"BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC. CITY OF LEANDER, TEXAS
CONTRACT REVENUE BONDS(BRUSHY CREEK REGIONAL WATER TREATMENT AND
DISTRIBUTION PROJECT)," are hereby authorized to be issued and delivered in an aggregate
maximum principal amount not to exceed $91,180,000. The title of the Bonds shall be designated
by the year in which such Bonds are awarded pursuant to Section 3 below. The authority of the
BCRUA: 09 2
BCRUA Representative to execute and deliver an Award Certificate for the Bonds shall expire 5:00
p.m., C.D.T. on June 3, 2010.
(b)Purpose The Bonds are to be issued for the following purposes to pay: (i)LEANDER'S
SHARE OF THE COSTS OF CONSTRUCTING, ACQUIRING, IMPROVING AND/Olt
EXPANDING THE BCRUA PROJECT INCLUDING BUT NOT LIMITED TO LAND INTERESTS,
TEMPORARY INTAKE STRUCTURE, STORAGE TANKS, LINES, BOOSTER PUMPS,
TREATMENT FACILITIES AND OTHER APPURTENANCES NECESSARY FOR THE
DELIVERY, TREATMENT AND TRANSMISSION OF RAW WATER AND ACQUIRING
EASEMENTS,RIGHTS-OF-WAY AND OTHER INTERESTS IN LAND OR OTHER FACILITIES
NECESSARY FOR THE WITHDRAWAL, DIVERSION DELIVERY, TRANSMISSION AND
TREATMENT OF RAW WATER ALL AS DESCRIBED IN THE PRELIMINARY DESIGN REPORT
INCLUDING ANY NECESSARY CAPITALIZED INTEREST AND RESERVE FUND AS SET
FORTH IN THE AWARD CERTIFICATE AND(ii)THE COSTS OF ISSUANCE OF THE BONDS.
Section 3. DATE, DENOMINATIONS, NUMBERS, MATURITIES AND TERMS OF
BONDS. (a) Terms of the Bomk The Bonds shall initially be issued, sold,and delivered hereunder as
fully registered bonds, without interest coupons, numbered consecutively from R-I upward(except the
initial Bond delivered to the Attorney General of the State which shall be numbered T-1),payable to the
respective initial Registered Owners thereof in an Authorized Denomination, maturing not later than
August 1, 2039, serially or otherwise on the dates,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)Award Certificate As authorized by the Authority Act,the BCRUA Representative is hereby
authorized,appointed,and designated to act on behalf ofthe Board in selling and delivering the Bonds and
carrying out the other procedures specified in this Resolution,including determining and fixing the date of
the Bonds, any additional or different designation or title by which the Bonds shall be known,the price at
which the Bonds will be sold,the years in which the Bonds will mature,the principal amount to mature in
each of such years, the aggregate principal amount of the Bonds,the rate or rates of interest to be borne
by each maturity,the interest payment periods, the dates, price, and terms upon and at which the Bonds
shall be subject to redemption prior to maturity at the option ofthe Board,as well as any mandatory sinking
fund redemption provisions,the amount of capitalized interest,if any,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 ofthe
BCRUA Representative(the"Award Certificate");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 a net effective interest rate
in excess of 5.75%per annum.
It is further provided,however,that,notwithstanding the foregoing provisions,the Bonds shall not
be delivered unless prior to delivery ofthe Bonds the Award Certificate has been executed and delivered
as required by this Resolution.
WKUA L-md.MMYB..d99 3
The Award Certificate is hereby incorporated in and made a part of this Resolution and shall be
filed in the minutes of the Board as a part of this Resolution.
(c)Sate of the Bonds. To achieve advantageous 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.
(d)In General The Bonds (i) may and shall be redeemed prior to the respective scheduled
maturity dates,(ii)may be assigned and transferred,(iii)may be exchanged for other Bonds,(iv)shall have
the characteristics, (v) 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 OF BOND 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, AND EXCHANGE; AUTHENTICATION;
BOOK-ENTRY-ONLY SYSTEM.(a)Paying Agent/Registrar. The Bank ofNew York Mellon Trust
Company, National Association is hereby appointed the Paying Agent/Registrar for the Bonds. The
BCRUA Representative is authorized to enter into and carry out a Paying Agent/Registrar Agreement with
the Paying Agent/Registrar with respect to the Bonds in substantially the form and substance presented to
the Board set forth in Exhibit"D"in connection with the approval of this Resolution with such changes as
are acceptable to the BCRUA Representative.
(b)Registration Books The Board shall keep or cause to be kept at the designated corporate trust
office of the Paying Agent/Registrar in Austin, Texas (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 books or records and make such registrations of transfers,exchanges,and replacements under such
reasonable regulations as the Board 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 of the Registered
Owner of each Bond to which payments with respect to the Bonds shall be mailed,as herein provided;but
it shall be the duty of each Registered Owner to notify the Paying 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 Board shall have the right to inspect the Registration Books at the Designated Trust Office
of the Paying Agent/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 shall be maintained in the State.
BCRUA-Lzwd=�M-Bmd.39 4
(c)Ownership of Bondi 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 thereoffor all purposes
of this Resolution, whether or not such Bond shall be overdue, and, to the extent permitted by law,the
Board 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 of the sum or sums so paid.
(d)Payment of Bands and Interest The Paying Agent/Registrar shall f ether act as the paying
agent for paying 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 by the Board 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 of the State and registered by the
Comptroller ofPublic Accounts ofthe State,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/REGISTRAR'S AUTHENTICATION CERTIFICATE(the"Authentication Certificate"). The
Authentication Certificate shall be in the form set forth in the FORM OF BOND in Exhibit"C" attached
hereto.
(f) Transfer, Exchange or Replacement Each Bond issued and delivered pursuant to this
Resolution,to the extent of the unpaid or unredeemed principal amount thereof; may, upon surrender of
such Bond at the Designated Trust Office of the Paying Agent/Registrar,together with a 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 Paying
Agent/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 stated that each substitute Bond shall be ofthe same Series and have a single
stated maturity date),as 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 maturity date,bearing interest at the same
rate, and payable in the same manner, in Authorized Denominations at the request of the Registered
Owner, and in aggregate principal amount equal to the unredeemed portion thereof,will be issued to the
Registered Owner upon surrender thereof for cancellation.If any Bond or portion thereof is assigned and
transferred,each Bond issued in exchange therefor shall have the same series designation and maturity date
and bear interest at the same rate and payable in the same manner as the Bond for which it is being
exchanged.Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
The Paying Agent/Registrar shall exchange or replace Bonds as provided herein,and each fully registered
Bond delivered in exchange for or replacement of any Bond or portion thereof as permitted or required
KRUA.L.-&- KR"BmdsD9 5
by any provision of this Resolution shall constitute one of the Bonds for all purposes of this Resolution,
and may again be exchanged or replaced. On each substitute Bond issued in exchange for or replacement
of any Bond or Bonds issued under this Resolution there shall be printed an Authentication Certificate,in
the form set forth in Exhibit "C" to this Resolution. An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Authentication
Certificate,and,except as provided in(e)above,no such Bond shall be deemed to be issued or outstanding
unless the Authentication Certificate is so executed.The Paying Agent/Registrar promptly shall cancel all
Bonds surrendered for transfer, exchange, or replacement.No additional orders or resolutions need be
passed or adopted by the Board or any other body or person so as to accomplish the foregoing transfer,
exchange, or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide
for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein,and said
Bonds shall be in typed or printed form as determined by the BCRUA Representative.Pursuant to Subtitle
D,Texas Government Code and particularly Section 1201.063,thereof,the duty oftransfer,exchange,or
replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of the Authentication Certificate,the exchanged or replaced Bond shall be valid,incontestable,
and enforceable in the same manner and with the same effect as the Bonds which were originally issued
pursuant to this Resolution.The Board shall pay the Paying Agent/RegistraYs standard or customary fees
and charges, if any, for transferring, and exchanging any Bond or any portion thereof, but the one
requesting any such transfer and exchange shall pay any taxes or governmental charges required to be paid
with respect thereto as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar
shall not be required to make any such transfer,exchange,or replacement of Bonds or any portion thereof
(i) during the period commencing with the close of business on any Record Date and ending with the
opening ofbusiness on the next following interest payment date,or(ii)with respect to any Bond or portion
thereof called for redemption prior to maturity,within 45 days prior to its redemption date. To the extent
possible,any new Bond issued in an exchange,replacement,or transfer of a Bond will be delivered to the
Registered Owner or assignee of the Registered Owner not more than three business days after the receipt
of the Bonds to be canceled and the written request as described above.
(g)Substitute Paying Agentlftistrru: The Board covenants with the Registered Owners of the
Bonds that at all times while the Bonds are outstanding the Board 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 Agent/Registrar will be
one entity.The Board reserves the right to,and may,at its option,change the Paying Agent/Registrar upon
not less than ninety(90)days written notice to the Paying Agent/Registrar, to be effective not later than
sixty(60)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 (or its successor by merger, acquisition, or other
method)should resign or otherwise cease to act as such,the Board covenants that promptly it will appoint
a competent and legally qualified bank,trust company,financial institution,or other agency to act as Paying
Agent/Registrar under this Resolution. Upon any change in the Paying Agent/Registrar, the previous
Paying Agent/Registrar promptly shall transfer and deliver the Registration Books(or a 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 Board. Upon any change in the Paying Agent/Registrar, the Board
promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each
Registered Owner of the Bonds,by United States mail,first-class postage prepaid,which notice also shall
BCRUA:L"WaVKR—R—d.N 6
give the address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and a
certified copy of this Resolution shall be delivered to each Paying Agent/Registrar.
(h) Book-Entry-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 fully 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 of Cede& Co.,as
nominee of DTC. With respect to Bonds registered in the name of Cede&Co.,as nominee of DTC, the
Board and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant
or to any person on behalf of whom such a DTC Participant holds an interest on the Bonds. Without
limiting the immediately preceding sentence, the Board and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to(i)the accuracy ofthe records ofDTC,Cede&Co.or any DTC
Participant with respect to any ownership interest in the Bonds,(ii)the delivery to any DTC 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 in 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 Board 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 writing, and ail such payments shall be valid and effective to fully satisfy and discharge the
Board's obligations with respect to payment of principal of,premium, if any,and interest on the Bonds to
the extent of the sunt or sums so paid. No person other than an Registered Owner, as shown in the
Registration Books, shall receive a Bond certificate evidencing the obligation of the Board to make
payments of principal, 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 ofbusiness on the Record Date,the word"Cede
&Co." in this Resolution shall refer to such new nominee of DTC.
(i)Successor Securities Depository; Transfers Outside Book-Entry-Only System. In the event
that the Board or the Paying Agent/Registrar determines that DTC is incapable of discharging its
responsibilities described herein and in the representation letter of the Board to DTC (as described in
Section 35 of this Resolution)or DTC determines to discontinue providing its services with respect to the
Bonds, the Board shall(i)appoint a successor securities depository,qualified to act as such under Section
17A of the Securities and Exchange Act of 1934, 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(ii)notify DTC and DTC Participants of the availability through DTC
BCRUA.L k"X,nBoneaM 7
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 name of Cede&Co.,as nominee of DTC,but may be registered in the name 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.
0) Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as any Bond is registered in the name of Cede&Co., as nominee of DTC,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 of the
BCRUA to DTC.
(k)Notice of Redemption. In addition to the method of providing a notice of redemption set forth
in the FORM OF BOND, the Paying Agent/Registrar shall give notice of redemption of Bonds by mail,
first-class postage prepaid at least thirty(30)days prior to a redemption date 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 ofthe Bonds,the Paying Agent/Registrar shall send
a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty
(30)days but not more than ninety(90)days prior to the actual redemption date. Any notice sent to the
registered securities depositories or such national information services shall be sent so that they are received
at least two (2) days 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 sent the Bonds in for redemption sixty(60)days after the redemption date. Each notice of
redemption,whether required in the FORM OF BOND or in this Section,shall contain a description ofthe
Bonds to be redeemed including the complete name of the Bonds,the Series,the date ofissue,the interest
rate or rates,the maturity date,the CUSIP 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 of the 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 CUSIP number relating to each
amount paid to such Registered Owner.
(1) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds,
unless certain prerequisites to such redemption required by the Resolution have been met and moneys
sufficient to pay the principal of and premium,ifany,and interest on the Bonds to be redeemed shall have
been received by the Paying Agent/Registrar prior to the giving of such notice of redemption,such notice
shall state that said redemption may, at the option of the BCRUA,be conditional upon the satisfaction 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 ofredemption. Ifa 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 shall give notice,in the manner in which the notice of redemption was given,to the effect
that the Bonds have not been redeemed.
BCRUA:L.KktMCRcYBmda09 8
Section 6.FORM OF BOND.The form of the Bond, including the form of the Authentication
Certificate,the form of Assignment and the form of Registration Certificate of the Comptroller of Public
Accounts ofthe State,with respect to the Bonds initially issued and delivered pursuant to this Resolution,
shall be,respectively,substantially as set forth in Exhibit"C"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 of the 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 alien 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 System payable pursuant to the temps of the
Contract. The BCRUA shall deposit the Bond Payments, as collected and received,into a separate fund
and account on the books and records ofthe BCRUA known as the"Leander Debt Service Fund,"which
is hereby created,to be utilized pursuant to the Contract and 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, provided the
Reserve Fund contains the Required Reserve Amount, for any lawful purpose in accordance with this
Resolution and the Contract.
(b) Perfection 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 law 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 ofthe
Bonds Similarly Secured the perfection of the security interest in this pledge,the Board agrees to take such
measures as it determines are reasonable and necessary under State law to comply with the applicable
provisions of Chapter 9,as amended,Texas Business&Commerce Code and enable a filing to perfect the
security interest in this pledge to occur.
Section 8. RATES AND CHARGES. For the benefit of the Registered Owners of the Bonds
Similarly Secured and in addition to all provisions and covenants in the laws of the State and in this
Resolution,the Contract between the BCRUA and Leander expressly stipulates and agrees,while any of
the Bonds Similarly Secured are Outstanding, Leander will fiat and collect such rates and charges for
services to be supplied by the Leander System as will produce gross revenues at all times during the term
of the Contract in an amount equal to pay all of the expenses of operation and maintenance of the Leander
System including Annual Payments and Bond Payments under the Contract and all other amounts required
by the laws and the provisions of the ordinances or resolutions authorizing the Leander Utility Bonds or
other obligations now or hereafter outstanding payable, in whole or in part,from the net revenues of the
BCRUA:L. du+.KRs R.ndsO 9
Leander System,including the amounts required to pay all principal ofand interest on such Leander Utility
Bonds and other obligations. The BCRUA hereby expressly stipulates that it will maintain rates and
charges through the Bond Payments to meet the debt service requirements on the Bond Similarly Secured
and agrees that it will take all appropriate action to enforce such terms of the Contract while any of the
Bonds Similarly Secured are Outstanding.
The Registered Owner shall never have the right to demand payment for the Bonds out of any
funds raised or to be raised from taxation by Leander or the BCRUA.
Section 9. DISTRIBUTION OF BOND PAYMENTS. After the Bond Payments have been
received by the BCRUA and deposited into the Leander Revenue Fund established and maintained on the
books and records of the BCRUA,the appropriate amount from the Leander Revenue Fund shall be further
deposited into the Debt Service Fund and the Reserve Fund when and as required by this Resolution.
Section 10. RESERVE FUND; DEBT SERVICE FUND; CONSTRUCTION FUND;
ESCROW FUND. (a) Reserve Fund There is hereby created and there shall he established and
maintained on the books and records of the BCRUA,and accounted for separate and apart from all other
funds of the BCRUA,a special fund to be entitled the"Brushy Creek Regional Utility Authority,Inc.City
of Leander, Texas Contract Revenue Bonds(Brushy Creek Regional Water Treatment and Distribution
Project),Reserve Fund" (hereinafter called the"Reserve Fund"). The Reserve Fund shall be used solely
for the purpose of finally retiring the last of any Bonds or Additional Bonds Outstanding, or for paying
when due the principal of and interest on any Bonds or Additional Bonds when and to the extent the
amounts in the Debt Service Fund are insufficient for such purpose.
(b)Required ReserveA►nount Initially,the Required Reserve Amount shall be funded from Bond
Payments in equal monthly installments over the initial sixty(60) months following the issuance of the
Bonds. Thereafter, no further deposits shall be made into the Reserve Fund as long as the money and
investments,together with any Reserve Fund Obligations,in the Reserve Fund are at least equal in market
value to the Required Reserve Amount;but if and whenever the market value of money and investments,
together with any Reserve Fund Obligations,in the Reserve Fund is reduced below said Required Reserve
Amount because of a decrease in market value of investments,then the BCRUA shall require Leander to
increase payments under the Contract as soon as practicable,and in all events by the end of the next Fiscal
Year, in an amount sufficient to restore the Reserve Fund to the Required Reserve Amount; and in the
event the Reserve Fund is used to pay the principal of or interest on the Bonds or Additional Bonds
because of insufficient amounts being available in the Debt Service Fund, then the BCRUA shall require
Leander to increase payments under the Contract in an amount sufficient to restore the Reserve Fund to
the Required Reserve Amount in market value, and from such increased payments the BCRUA shall
deposit in the Reserve Fund, in approximately equal periodic installments, not less than annual, such
amounts as are required to restore the Reserve Fund to the Required Reserve Amount in market value as
soon as practicable, but in any case,within thirty-six(36)months from any date of the use of the Reserve
Fund to pay such principal or interest. For purposes of calculating the amount on hand in the Reserve
Fund, an amount equal to the maximum available amount which may be drawn under any Reserve Fund
Obligation, as described in(f)below,will be deemed on deposit in the Reserve Fund. During any period
in which the money and investments credited to the Reserve Fund, taking into account any Reserve Fund
BCRUA:La dei%KC Bcndi09 10
Obligation,are equal to or exceed the Required Reserve Amount in market value then during such period
all investment earnings and income from the Reserve Fund shall be deposited upon receipt to the credit of
the Debt Service Fund.
(c) Principal and Interest The Reserve Fund shall be used only for the purpose of paying
principal of or interest on the Bonds or Additional Bonds when there is not sufficient money available in
the Debt Service Fund for such payments, and shall be used finally to pay, redeem or retire the last of the
Outstanding Bonds or Additional Bonds.
(d)Additional Deposit The Reserve Fund shall secure and be used to pay all Bonds or Additional
Bonds,in the manner and to the extent provided herein. However,each resolution pursuant to which any
Bonds or Additional Bonds are issued shall provide and require that (i) the aggregate amount to be
accumulated and maintained in the Reserve Fund shall be increased(if and to the extent necessary)to the
Required Reserve Amount required after the issuance of such additional Bonds or Additional Bonds;and
(ii)the required additional amount, if any, shall be so accumulated by the.deposit in the Reserve Fund of
all of said required additional amount in cash or a Reserve Fund Obligation immediately after the delivery
of the then proposed Bonds or Additional Bonds.
(e)Substitution. Notwithstanding any other provisions of this Resolution,an equivalent Reserve
Fund Obligation may be substituted by the BCRUA at any time and from time to time for all or any part
of the money and/or investments held for the credit of the Reserve Fund, and such money and/or
investments may be withdrawn and used for any lawful purpose,provided,however,that to the extent such
funds were derived from the proceeds of Bonds or Additional Bonds, such funds may only be withdrawn
and either(i)deposited into the Debt Service Fund or(ii)applied for a purpose for which such Bonds or
Additional Bonds were originally issued. If a Reserve Fund Obligation is used as provided above, any
reimbursements required thereunder to be paid to a Credit Agreement Provider as a result of a draw or
demand thereunder and any interest thereon and expenses payable thereunder shall be made,as provided
in the Reserve Fund Obligation, from moneys deposited into the Reserve Fund until fully paid. If it
becomes necessary to pay interest on or principal of any Bonds from the Reserve Fund, money and
investments held for the credit of the Reserve Fund shall be utilized first for such purpose, before any
demand or draw is made on a Reserve Fund Obligation.
(f) Credit Agreement A Reserve Fund Obligation permitted under(b), above,must be a Credit
Agreement in the form of a surety bond, insurance policy, letter of credit or other type of enhancement
meeting the requirements described below.
(1) A surety bond or insurance policy issued to the BCRUA or other party, as agent of
the Registered Owners,by a company licensed to issue an insurance policy guaranteeing the timely
payment of debt service on any Bonds(a"municipal bond insurer")if the claims paying ability of
the issuer thereof shall be rated by at least one of the following rating agencies in the indicated
rating categories,to-wit, "AAA" by S&P or Fitch or"Aaa" by Moody's.
(2) A surety bond or insurance policy issued to the BCRUA or other party, as agent of
the Registered Owners,by an entity other than a municipal bond insurer,if the form and substance
HCRua:L. daSKR.vB—dfn9 L l
of such instrument and the issuer thereof shall be approved in writing by the Purchaser or each
Insurer of record if insurance is obtained on the Bonds.
(3) An unconditional irrevocable letter of credit issued to the BCRUA or other party,as
agent of the Registered Owners, by a bank if the issuer thereof is rated by at least two of the
Mowing rating agencies in the indicated rating categories,to-wit,at least"AA"by S&P or Fitch
or"Aa"by Moody's. The letter of credit shall be payable in one or more draws upon presentation
by the BCRUA or other party of a sight draft accompanied by its certificate (which must be
satisfactory in form and substance to the BCRUA or other party and the issuer of the letter of
credit)that the BCRUA then holds insufficient funds to make a required payment of principal or
interest on any Bonds or Additional Bonds. The draws shall be payable within two (2) days of
presentation of the sight draft. The letter of credit shall be for a term of not less than three(3)
years and shall be subject to an"evergreening" feature so as to provide the BCRUA with at least
thirty(30)months notice oftermination. The issuer of the letter of credit shall be required to notify
the BCRUA not later than thirty(30)months prior to the stated expiration date of the letter of
credit, as to whether such expiration date shall be extended, and if so, shall indicate the new
expiration date. If such notice indicates that the expiration date shall not be extended,the BCRUA
shall deposit in the Reserve Fund, in accordance with this section, an amount sufficient to cause
the money or investments on deposit in the Reserve Fund, together with any other qualifying
Reserve Fund Obligations, to accumulate to the Required Reserve Amount, unless the expired
Reserve Fund Obligation is replaced by a Reserve Fund Obligation meeting the requirements in any
of 1 through 3, above. The letter of credit shall permit a draw in full prior to the expiration or
termination of such letter of credit if the letter of credit has not been replaced or renewed. The
BCRUA or other party shall draw upon the letter of credit prior to its expiration or termination
unless an acceptable replacement is in place or the Reserve Fund is fully funded to the Required
Reserve Amount.
(4) The obligation to reimburse the issuer of a Reserve Fund Obligation for any expenses,
claims, or draws upon such Reserve Fund Obligation, including interest thereon, shall be made
from the deposits made to the Reserve Fund as provided in this section and in accordance with the
provisions of the Reserve Fund Obligation. The Reserve Fund Obligation shall provide for a
revolving feature under which the amount available thereunder will be reinstated to the extent of
any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated
for any reason, the right of the issuer of the Reserve Fund Obligation to reimbursement will be
subordinated to the cash replenishment of the Reserve Fund to an amount equal to the difference
between the full original amount available under the Reserve Fund Obligation and the amount then
available for further draws or claims. In the event(a)the issuer of a Reserve Fund Obligation
becomes insolvent, or (b) the issuer of a Reserve Fund Obligation defaults in its payment
obligations thereunder,or(c)the claims paying ability of the issuer of the insurance policy or surety
bond falls below"AAA" by S&P or Fitch or"Aaa"by Moody's, or(d)the rating of the issuer of
the letter of credit falls below "AAA" by S&P or Fitch or "Aaa" by Moody's, the obligation to
reimburse the issuer of the Reserve Fund Obligation shall be subordinate to the cash replenishment
of the Reserve Fund.
ecaua Lmuk4 Rx B nd,09 12
(5) In the event (a) the revolving reinstatement feature described in the preceding
paragraph is suspended or terminated,or(b)the rating of the claims paying ability of the issuer of
the surety bond or insurance policy falls below"AAA"by S&P or Fitch or"Aaa"by Moody's,or
(c)the rating of the issuer of the letter of credit falls below "AAA"by S&P or Fitch or"Aaa"by
Moody's, the BCRUA shall, from funds made available by Leander, either (i) deposit into the
Reserve Fund, in accordance with this section, an amount sufficient to cause the money or
investments on deposit in the Reserve Fund to accumulate to the Required Reserve Amount within
thirty-six(3 6)months,or('ii)replace such instrument with a surety bond,insurance policy,or letter
of credit meeting the requirements in any of 1 through 3, above, within nine months of such
occurrence. In the event(a)the rating of the claims-paying ability of the issuer of the surety bond
or insurance policy falls below "AAA" by S&P,Moody's or Fitch,or(b)the rating of the issuer
of the letter ofcredit falls below"AAA"by S&P,Moody's or Fitch,or(c)the issuer of the Reserve
Fund Obligation defaults in its payment obligations hereunder,or(d)the issuer ofthe Reserve Fund
Obligation becomes insolvent,the BCRUA shall,from funds made available by Leander,but solely
from either(i)deposit into the Reserve Fund,in accordance with this section,amounts sufficient
to cause the money or investments on deposit in the Reserve Fund to accumulate to the Required
Reserve Amount,or(ii)replace such instrument with a surety bond,insurance policy, or letter of
credit meeting the requirements in any of I through 3 above within nine (9) months of such
occurrence.
(6) Where applicable, the amount available for draws or claims under a Reserve Fund
Obligation may be reduced by the amount of money or investments deposited in the Reserve Fund
pursuant to clause(i) of the preceding subparagraph 5.
(7) The BCRUA shall ascertain the necessity for a claim or draw upon any Reserve Fund
Obligation and provide notice to the issuer of the Reserve Fund Obligation in accordance with its
terms not later than three(3)days(or such appropriate time period as will,when combined with
the timing of required payment under the Reserve Fund Obligation, ensure payment under the
Reserve Fund Obligation on or before the interest payment date) prior to each interest payment
date.
(8) Cash on deposit in the Reserve Fund shall be used(or investments purchased with such
cash shall be liquidated and the proceeds applied as requured)prior to any drawing on any Reserve
Fund Obligation. Ifand to the extent that more than one(1)Reserve Fund Obligation is deposited
in the Reserve Fund,drawings thereunder and repayments of costs associated therewith shat!be
made on a pro rata basis, calculated by reference to the maximum amounts available thereunder.
(g)Excess Funds Any excess in the Reserve Fund over the Required Reserve Amount in effect
at any time shall be deposited to the credit of the Debt Service Fund.
(h) Debt Service Fund For purposes of providing funds to pay the principal of and interest on
the Bonds Similarly Secured as the same become due and payable,the BCRUA agrees to maintain,at the
Depository,a separate and special fund or account on its books and records to be created and known as
the "Brushy Creek Regional Utility Authority, Inc. City of Leander, Texas Contract Revenue Bonds
BC RUA:L�Jcik CRe Bon&09 13
(Brushy Creek Regional Water Treatment and Distribution Project), Debt Service Fund" (the "Debt
Service Fund"). The BCRUA covenants that there shall be deposited into the Debt Service Fund prior to
each principal and interest payment date solely from the available Bond Payments made by Leander
pursuant to Section 9 of this Resolution an amount equal to one hundred per cent(100%)of the amount
required to fully pay the interest on and the principal of the Bonds Similarly Secured then 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, beginning
September 2010. If the Bond Payments in any month are insufficient to make the required payments into
the Debt Service Fund, then the amount of arty 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 ServiceFund for the payment ofprincipal of and interest
on the Bonds Similarly Secured shall continue to be made as hereinabove provided until such time as(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, (d)the Bonds Similarly Secured are
no longer Outstanding.
Any capitalized interest received from the Purchaser shall be deposited into the subaccount of the
Debt Service Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment
income therefrom,not expended for authorized purposes shall be deposited into the Reserve Fund or the
Debt Service Fund,and such amounts(i.e.,capitalized and investment interest)so deposited into the Debt
Service Fund shall reduce the sum otherwise required to be deposited in the Debt Service Fund from Bond
Payments.
(i) Construction Fund The BCRUA hereby creates and establishes and shall maintain on the
books and records of the BCRUA a separate fund or account to be entitled the "Brushy Creek Regional
Utility Authority, Inc. City of Leander, Texas Contract Revenue Bonds(Brushy Creek Regional Water
Treatment and Distribution Project),Construction Fund"for use by the BCRUA for payment ofLeander's
share ofthe BCRUA Project Costs. The BCRUA shall deposit the net proceeds from the sale of the Bonds
released from escrow as provided in Section 100)below into the Construction Fund as provided in this
Resolution. Funds in the Construction Fund shall be used for payment of Leander's share of BCRUA
Project Costs. Upon payment of all such costs,any moneys remaining on deposit in the Construction Fund
shall be transferred to the Debt Service Fund.
0) Escrow Fund The Escrow Agreement between the BCRUA and the escrow agent named
therein(the "Escrow Agent") substantially in the form and content presented at this meeting and shown
on Exhibit "E" attached hereto, specifying the duties and responsibilities of the BCRUA and the Escrow
Agent, is hereby approved and the BCRUA Representative is hereby authorized and directed to execute
the Escrow Agreement on behalf of the BCRUA The Escrow Agent named in the Escrow Agreement
is hereby appointed as the Escrow Agent pursuant to such Escrow Agreement.
On the closing date, the BCRUA shall cause the proceeds from the sale of the Bonds to be
deposited into the Escrow Fund or, if agreed to by the Purchaser, all or a portion of the proceeds of the
Bonds may be deposited into the Construction Fund.
BCRUA:Leand.,WR-8ondW9 14
Moneys disbursed from the Escrow Fund established pursuant to the Escrow Agreement shall be
applied only for the costs of issuance of the Bonds 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.
Section 11. DEFICIENCIES- EXCESS BOND PAYMENTS. (a) Deficiencies. If on any
occasion there shall not be sufficient Bond Payments to make the required deposits into the Debt Service
Fund and the Reserve Fund,then 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
and the Reserve Fund when and as required by this Resolution or any resolution authorizing the issuance
of Additional Bonds, any excess Bond Payments may be used by the BCRUA fnr any lawful purpose
including, but not limited to, the redemption of any Bonds Similarly Secured.
Section 12. PAYMENT OF 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 or the Reserve Fund,
if necessary, amounts sufficient to fully pay and discharge promptly each installment of interest on and
principal ofthe Bonds Similarly Secured as such installment accrues or matures;such transfer offunds 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 due on the Bonds Similarly Secured_
Section 13. 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 Goverment 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 ADDI'T'IONAL 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 alien on and
pledge of the Bond Payments in the same manner and to the same extern as the Bonds and the Bonds
Similarly Secured,and shall in all respects be ofequal dignity. The Additional Bonds may be issued in one
or more series provided,however,that no Additional Bonds,shall be issued unless and until the following
conditions have been met:
BCRUA:Lcandc, RevBondW9 15
(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)and the funds under
the resolution authorizing the same contains the amounts then required to be therein;
(ii) A consulting 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 now or hereafter defined in the Contract; provided, however this certification shall not be
necessary for the issuance of any refunding bonds;
(iii) Leander, 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 and that the aggregate amount to be accumulated and
maintained in the Reserve Fund shall be increased(if and to the extent necessary)to an amount not less
than the Required Reserve Amount of all Bonds and Additional Bonds which will be outstanding after the
issuance and delivery of the then proposed Additional Bonds;and that the required additional amount shall
be so accumulated by the deposit in the Reserve Fund of all or any part of said required additional amount
as a Reserve Fund Obligation or in cash immediately after the delivery of the then proposed Additional
Bonds; and
(v) Based upon an opinion of legal counsel to the BCRUA that there are legal, valid and
binding contracts then in effect pursuant to which Leander 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 be 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 and Additional Bonds to be outstanding after the issuance ofthe proposed Additional
Bonds and to make deposits into the Reserve Fund as required by this Resolution.
The Bonds Similarly Secured may be refunded (pursuant to any law then available)upon such
terms and conditions as the Board of the BCRUA may deem to be in the best interest of the BCRUA,-
provided,
CRUA;provided, however, such refunding bonds do not have to comply with paragraph(ii)of this Section 14.
Section 15. SPECUL 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 Leander,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 of the State.
BCR.UA L md.VJUvBond.09 16
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 Project and its operations of a kind and in such amounts
customarily carried by municipal corporations in the State engaged in a similar type ofbusiness(which must
be in an amount sufficient to protect the Texas Water Development Board's interest in the BCRUA
Project),and that it will faithfully and punctually perform all duties with reference to the BCRUA Project
required by the laws ofthe 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(90)days after
the date of loss. The payment of premiums for all insurance policies required under the provisions hereof
shall be.considered Maintenance and Operating Expenses of the BCRUA Project. Nothing in this
Resolution shall be construed as 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 preventing the
BCRUA from 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 remain 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 or any duly authorized agent or agents
ofsuch Registered Owners shall have the right to inspect the BCRUAProject and all properties comprising
the same. The BCRUA further agrees that following(and in no event later than six(6)months after)the
close of each Fiscal Year,it will cause an audit of such books and accounts to be made by an independent
firm of Certified Public Accountants. The BCRUA will submit to the Texas Water Development Board
the annual audit performed by an independent firm of Certified Public Accountants. 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 ENCUMBRANCE 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 to be obsolete,worn out,surplus or no longer needed for the proper operation of
the B CRUA Proj ect. 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.
BCRUA:1 r.nder%KR.VBondaN 17
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 might
be used as a substitute for the BCRUA Project and will prohibit the operation of any such competing
facilities.
Section 20. SPECIAL COVENANTS. The BCRUA further covenants and agrees that: (a)
Title. The BCRUA 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 ofthe Registered Owners ofthe Bonds against the claims and
demands of all persons whomsoever, that it is lawfully qualified to pledge the Bond Payments to the
payment ofthe 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 alien or charge 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 Bond Similarly Secured and pay from the Bond Payments the
principal of and interest on every Bond 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 Reserve Fund;and the Registered Owner of the Bonds Similarly Secured
may require the BCRUA,its officials,agents,and employees to carry out,respect,or enforce the covenants
and obligations of this Resolution or any resolution authorizing the issuance of Bonds Similarly Secured
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) Legal Authority. 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 ofthe 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) Budget. The BCRUA will prepare,adopt,and place into effect an annual budget(the"Annual
Budget")for Maintenance and Operation Expenses ofthe BCRUA Project for each Fiscal Year,including
BCRUA:L—de6KFsvBcads99 18
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 terns 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 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 Gen
on and pledge of the Bond Payments, and the Registered Owners thereof shall never have the right to
demand payment of the principal or interest on the Bonds Similarly Secured from any funds raised or to
be raised through taxation by Leander or the BCRUA
. Section 22. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following
occurrences or events for the purpose of this Resolution is hereby declared to be an Event of Default.-
(i)
efault:(i) the failure to make payment of the principal of or interest on arty of the Bonds when
the same 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(60)days after notice of such default is given by any Registered Owner
to the BCRUA; or
(iii)a default by Leander under the Contract.
(b) Remedies for Event of Default.
(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
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 perfonnance 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.
acauw_Le uLmvQnBoMjo9 19
(ii) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Bonds then Outstanding.
(iii)As long as an Insurer is not in payment default on the related Insurance Policy for the
Bonds, the Insurer of a Series shall be deemed to be the sole Registered Owner of such Bonds
issued 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 ofthis Resolution,
the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this
Resolution.
(ii) 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) None 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 term or provision of this
Resolution,or because of any Event 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 ofthe Board 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 Bond similarly secured, solely for any one or more of the following purposes:
(i)To add to the covenants and agreements of the Board 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 Board in this Resolution,-
(ii)
esolution;(ii)To cure any ambiguity or inconsistency, or to cure or correct any defective provisions
contained in this Resolution, upon receipt by the Board of an opinion of counsel,that the same is
needed for such purpose, and will more clearly express the intent of this Resolution;
(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
BCKUA:L wdeAV_q& BOnd.09 20
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;
(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 of the owners of the Outstanding Bonds,
(v)To make such changes,modifications or amendments as are permitted by Section 30(c)
(v) of this Resolution;
(vi)To make such other changes in the provisions hereof as the B oard 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)Amendments With Consent Subject to the other provisions ofthis Resolution,the Registered
Owners of Outstanding Bonds aggregating 51%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 of the terms and conditions in this Resolution or in the
Bonds so as to:
(1) Make any change in the maturity of the Outstanding Bonds;
(2) Reduce the rate of interest borne by the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of or interest on the Outstanding Bonds, or
impose any conditions with respect to such pa)MIent;
(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 (a) above, the Board shall cause notice of the proposed amendment to be published in a financial
newspaper or journal of general circulation in The City ofNew York,New York or the State including in
the Texas Bond Reporter once during each calendar week for at least two(2)successive calendar weeks.
Such notice shall briefly set forth the nature ofthe proposed amendment and shall state that a copy thereof
SCRUAI e dcrkKRcYI3mds" 21
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.
(n) In the event Standard & Poor's Ratings Services and/or Moody's Investor Service, Inc.
maintains a rating on the Bonds, copies of any modification or amendment to this Resolution shall be sent
to Standard&Poor's Ratings Services and/or Moody's Investors Service, Inc., as applicable,at least ten
(10) days prior to the effective date thereof.
(d)Receipt of Consenter Whenever at any time not less than thirty(30)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 51%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 ofthe copy thereofon file as aforesaid,the Board
may adopt the amendatory resolution in substantially the same form.
(e) Effect of Armendwenti Upon the adoption by the Board of any resolution to amend this
Resolution pursuant to the provisions of this Section, this Resolution shall be deemed to be amended in
accordance with the amendatory resolution,and the respective rights,duties,and obligations ofthe Board
and all the owners of then Outstanding Bonds and all future Bonds shall thereafter be determined,
exercised, and enforced under the resolution and this Resolution, as amended.
(f Consent Lnewcable Any consent given by any owner of Bonds pursuant to the provisions of
this Section shall be irrevocable for a period of six(6)months from the date ofthe first publication or other
service ofthe 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 six(6)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 Board,but such revocation shall not be effective if
the owners of 51% in Outstanding principal amount of Bonds, prior to the attempted revocation,
consented to and approved the amendment.
(g) Ownership. 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.
(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.
Section 24.COVENANTS REGARDING TAX-EXEMPTION OF INTEREST ON THE
BONDS. (a)Covenants. The Board covenants to take any action necessary to assure,or refrain from any
BCKM Lu denKRcrBmdsW 22
action which would adversely affect,the treatment ofthe Bonds as obligations described in section 103 of
the Internal Revenue Code of 1986, 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
Board 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)ofthe IRS Code or,if more
than 10 percent of the proceeds of the Bonds or the projects financed or refinanced therewith are
so used,such amounts,whether or not received by the Board,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(bx2)ofthe 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 141(b)(3)ofthe 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 ofthe proceeds ofthe 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 Code;
(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)ofthe IRS Code)which produces a materially higher yield
over the term of the Bonds, other than investment property acquired with:
(A) proceeds ofthe Bonds invested for a reasonable temporary period ofthree(3)
years or less or,in the case of a refunding bond,for a period of thirty(30)days or less until
such proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b)of the Treasury Regulations, and
BCRUA:U—d&KR.Bo"09 23
(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 of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Tax-Exempt Bonds do not otherwise
contravene the requirements of section 148 of the IRS Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the IRS Code(relating to advance refundings);and
(8) to pay to the United States of America 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(0 of the IRS Code and to pay to the
United States of America,not later than sixty(60)days after the Bonds have been paid in full, 100
percent ofthe amount then required to be paid as a result ofExcess Earnings under section 148(0
of the IRS Code; and
(9)to assure that the proceeds of the Bonds will be used solely for new money projects.
(b)Rebate Fund. In order to facilitate compliance with the above covenant(8),a"Rebate Fund"
is hereby established by the Board for the sole benefit of the United States of America,and such fund shall
not be subject to the claim of any other person,including without limitation the bondholders. The Rebate
Fund is established for the additional purpose of compliance with section 148 of the IRS Code.
(c)Proceeds. The Board 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 bonds expended prior to the date of issuance of the Bonds. It is the
understanding ofthe Board that the covenants contained herein are intended to assure compliance with the
IRS Code and any regulations or rulings promulgated by the U.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 ofinterest
on the Bonds under section 103 of the IRS Code. In the event that regulations or rulings are hereafter
promulgated which impose additional 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 permitted by the IRS Code as are
consistent with the purpose for the issuance of the Bonds.
(d) Allocation Of, and Limitation On,F-Venditunes for the Project. The BCRUA covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 2 of this Resolution(the "Project")on its books and records in accordance with the
requirements ofthe IRS Code. The Board recognizes that in order for the proceeds to be considered used
BCRUA. uKR—Bow 24
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(2)the Project is completed;but in no event later than
three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the
Board 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(60) days after the earlier of(I)the fifth(5 )
anniversary of the delivery of the Bonds,or(2)the date the Bonds are retired.The Board 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 status of the Bonds. For purposes
of this subsection,the Board shall not be obligated to comply with this covenant if it obtains an opinion of
nationally-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 BCRUA covenants that the property constituting the BCRUA
Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Board of cash
or other compensation, unless the Board obtains an opinion of nationally-recognized bond counsel that
such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes
ofthis subsection,the portion of the property comprising personal property and disposed ofin 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 Board shall not be obligated to comply with this covenant if it obtains an
opinion of nationally-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.
Section 25.RESOLUTION TO CONSTITUTE A CONTRACT;EQUAL SECURITY. In
consideration ofthe acceptance ofthe Bonds,the issuance ofwhich 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 Board and the Registered Owners from time to time of the Bonds and the pledge made in this
Resolution by the Board and the covenants and agreements set forth in this Resolution to be performed
by the Board 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 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 be 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 AND PERFORMANCE ON BUSINESS DAYS. Except as provided
to the contrary in the FORM 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
BCRUA:Lc deXRx-B=W9 25
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. LIMrI'ATION 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 Board, 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 ofthe 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 Board,the Registered
Owners,and the Paying Agent/Registrar as herein and therein provided.
Section 29.CUSTODY,APPROVAL,BOND COUNSEL'S OPINION,CUSIIP 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 ofthe 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 approving legal opinion of the Board's Bond Counsel and the
assigned CUSIP numbers may, at the option of the Board, 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 ofthe Registered Owners ofthe Bonds. The preamble
to this Resolution is hereby adopted and made a part of this Resolution for all purposes. If insurance is
obtained on any of the Bonds,the Bonds shall bear, as appropriate and applicable, a legend concerning
insurance as provided by the municipal bond insurance company issuing any such insurance.
Section 30.COMPLIANCE WITH RULE 15c2-12. (a)Annual Reports(i)The Board shall
provide annually to the MSRB,in an electronic format as prescribed by the MSRB,within six months after
the end of each Fiscal Year ending in or after 2004,financial information and operating data with respect
to the Board including financial statements ofthe BCRUA,and general financial and operating information
of the general type included in the application to the Texas Water Development Board for financial
assistance. Any financial statements so to be provided shall be prepared in accordance with the accounting
principles described in Exhibit"F"hereto,or such other accounting principles as the Board maybe required
to employ from time to time pursuant to state law or regulation. The Board shall commission an annual
audit of such statements and if the audit is completed within the period during which they must be
provided, a copy of such audit also shall be provided in accordance with the Rule. If such audit of such
financial statements is not complete within such period, then the Board shall provide unaudited financial
statements within the required time period and audited financial statements for the applicable fiscal year to
the MSRB, when the audit report on such statements become available.
BCRUA L—da6""Bond609 26
(ii)If the Board changes its Fiscal Year, it will notify the MSRB of the change(and of the date of
the new Fiscal Year end)prior to the next date by which the Board otherwise would be required to provide
financial information and operating data pursuant to this Section_ The financial information and operating
data to be provided pursuant to this Section may be set forth in full in one or more documents or may be
included by specific reference to any document that is available to the public on the MSRB's internet web
site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be
accompanied by identifying information as prescribed by the MSRB.
(b) Materia! Event Notices. The Board shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if
such event is material within the meaning of the federal securities laws:
(i)Principal and interest payment delinquencies;
(ii)Non-payment related defaults;
(iii)Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv)Unscheduled draws on credit enhancements reflecting financial difficulties;
(v) Substitution of credit or liquidity providers, or their failure to perform,
(vi)Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
(vii)Modifications to rights of holders of the Bonds;
(viii)Bond calls;
(ix)Defeasances;
(x)Release, substitution, or sale of property securing repayment of the Bonds;and
(xi)Rating changes.
The Board shall notify the MSRB,in an electronic format as prescribed by the MSRB,in a timely manner,
ofany failure by the Board to provide financial information or operating data in accordance with subsection
(a)ofthis Section by the time required by such subsection. All documents provided to the MSRB pursuant
to this Section shall be accompanied by identifying information as prescribed by the MSRB.
(c)Limitations,Discfainwm,and Anwmbnents.(i)The Board shall be obligated to observe and
perform the covenants specified in this Section for so long as,but only for so long as,the Board remains
an"obligated person"with respect to the Bonds within the meaning of the Rule,except that the Board in
any event will give notice of any deposit made in accordance with this Resolution or applicable law that
causes the Bonds no longer to be Outstanding.
9CRUA Lew&AXRm3—d.W 27
(ii)The provisions of this Section are for the sole benefit of the Registered Owners and beneficial
owners of the Bonds,and nothing in this Section,express or implied,shall give any benefit or any Iegal or
equitable right,remedy,or claim hereunder to any other person.The Board 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 information that may
be relevant or material to a complete presentation of the Board'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 Board does not make any representation or warranty concerning
such information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) Any filing required by this Section may be made solely with a central post office approved
for such purposes by the SEC,such as the Texas Municipal Advisory Council(the"MAC")as provided
at http:/Avww.disclosureusa.org, for submission to the NRMSIRs and SID (without also separately
submitting such filings to the NRMSIRs and SID by some other means)so long as such filing is acceptable
to the SEC.
(iv) UNDER NO CIRCUMSTANCES SHALL THE BOARD BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,
IN CONTRACT OR TORT,FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE BOARD,WHETHER NEGLIGENT 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,
NOTHING IN THIS RESOLUTION SHALL BE CONSTRUED AS A WAIVER OF THE
CONSTITUTIONAL, STATUTORY OR COMMON LAW D MUNITIES OR DEFENSES OF THE
BOARD, WHICH IMMUNITIES AND DEFENSES ARE HEREBY AND HERETO AFFIRMED_
(v) No default by the Board in observing or performing its obligations under this Section shall
comprise a breach of or default under this Resolution for purposes of any other provision of this
Resolution. Should the Rule be amended to obligate the Board to make filings with or provide notices to
entities other than the MSRB,the Board hereby agrees to undertake such obligation with respect to the
Bonds in accordance with the Rule as amended. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the Board under federal and state securities laws.
(vi)The provisions of this Section may be amended by the Board from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law,or a change in the
identity,nature,status,or type of operations ofthe Board,but only if(1)the provisions ofthis Section,as
so amended,would have permitted an underwriter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule
since such offering as well as such changed circumstances and(2)either(a)the Registered Owners of a
majority in aggregate principal amount (or any greater amount required by any other provision of this
Resolution that authorizes such an amendment)of the Bonds then outstanding consent to such amendment
or(b)a person that is unaffiliated with the Board(such as nationally recognized bond counsel)determined
that such amendment will not materially impair the interest of the registered owners and beneficial owners
8CRUA:LevKkAKR-4kna,09 28
of the Bonds. If the Board so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection(a)of this Section an
explanation,in narrative form of the reason for the amendment and of the impact of any change in the type
of financial information or operating data so provided.The Board may also amend or repeal the provisions
of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule
or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid,but only if and
to the extent that the provisions ofthis sentence would not prevent anunderwriter from lawfully purchasing
or selling Bonds in the primary offering of the Bonds.
Section 31. APPLICATION OF BOND PROCEEDS. (a)Proceeds from the sale ofthe Bonds
shall, promptly upon receipt thereof; be applied by the BCRUA Representative as follows:
(i) capitalized interest, if any,for the Bonds shall be deposited as provided in Section 14(h)
and
(ii) an amount sufficient to accomplish the purposes of Section 2 shall be deposited in the
Escrow Fund or the 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 applied to the payment of interest on the Bonds or as a deposit to the Reserve Fund.
Section 32. DEFEASANCE PROVISIONS. (a)Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased 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 thereof(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 due date by irrevocably depositing with or making available to the Paying
AgentlRegistrar or an eligible trust company or commercial bank for such payment(1)lawful money of
the United States of America sufficient to make such payment,(2)Defeasance Securities,certified by an
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, of sufficient money to
provide for such payment and when proper arrangements have been made by the BCRUA with the Paying
Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all
Defeased Bonds shall have become due and payable or(3)any combination of(1)and(2). At such time
as 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 solely from such money or
Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) 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
HC LUA:L m^c=Xp-hm&09 29
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 Securities in
possession ofthe 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)
CRUA(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 ofthis Section for the payment of principal ofthe Bonds and premium ifany,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 Agent/Registrar shall
perform the services of Paying Agent/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,ifmoney orDefeasance 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 ofBonds 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 above,to the extent that, upon
the defeasance of any Defeased Bond to be 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 BCRUA may call such Defeased Bond for redemption upon complying with the provisions of State
law and upon the satisfaction of the provisions of subsection(a)immediately 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 made for the payment of the Defeased Bond.
Section 33. TEXAS WATER DEVELOPMENT BOARD MATTERS, The provisions of
this Section shall apply so long as the Bonds,or any of them,are owned by the Texas Water Development
Board.
(a) Annual Audit Reporting. The BCRUA shall provide to the Development Fund Manager of
the Texas Water Development Board, without the necessity of a written request therefor, a copy of the
BCRUA's annual audit report, to be submitted without charge, within 120 days of the close of each
BCRUA fiscal year.
(b) As-Built Plans. The BCRUA shall provide to the Texas Water Development Board a full and
complete set of"as-built"plans relating to the BCRUA Project,promptly upon completion of such project.
HCRUA.LendceXRcYBunda09 30
(c) Final Accounting. Upon completion of the BCRUA Project,the BCRUA shall render a final
accounting of the cost of such project to the Texas Water Development Board. If the total cost of such
project, as finally completed, is less than originally estimated, so that the proper share of the participation
by the Texas Water Development Board in such project is reduced,the BCRUA shall return to the Teams
Water Development Board the amount of such excess to the nearest multiple of the denomination of the
Bonds, whereupon the Texas Water Development Board shall cancel and return to the BCRUA a like
amount of said Bonds held by the Texas Water Development Board. The Bonds to be canceled and
returned shall be chosen in inverse order ofmaturity. The remainder of any such excess, an amount less
than$5,000, shall be deposited into the Debt Service Fund.
(d) Covenant to Abide with Rules. The BCRUA will abide with all applicable laws of the State
of Texas and Rules of the Texas Water Development Board relating to the loan of funds evidenced by the
Bonds and the project for which the Bonds are issued, sold and delivered.
(e) Records and Accounts. The BCRUA agrees and covenants that it will maintain current,
accurate and complete records and accounts regarding the BCRUA Project in accordance with 31 TAC
375.71(a)(2)(G).
(f) Environmental Determinations. The BCRUA agrees and covenants that it will comply with
any special conditions of the Executive Administrator's environmental determination in accordance with
31 TAC 375.71(a)(8).
(g)Environmental Expenditures. The BCRUA covenants and agrees that none of the proceeds
of the Bonds will be expended on costs incurred or to be incurred relating to the sampling, testing,
removing or disposing of potentially contaminated soils and/or media at the project site.
(h)Indemnification. The BCRUA further agrees,to the extent permitted by law and solely from
funds provided by Leader under the Contract,to indemnify,hold harmless and protect the Texas Water
Development Board from any and all claims or causes of action arising from the sampling, analysis,
transport, removal and off-site disposition of any contaminated media that may be generated by the
BCRUA,its contractors,consultants,agents,officials and employees as a result of activities related to the
BCRUA.
(i) Water Conservation Plan. Leander has agreed to implement the Texas Water Development
Board approved water conservation plan.
Section 34. FURTHER PROCEDURES. The President of the Board, the BCRUA
Representative,and all other officers, employees,and agents of the 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 ofthe Bonds and fixing all details in connection therewith. The BCRUA Representative
is authorized to sign this Resolution.
BCRUA:Levvk 4KRcvBurAW9 31
Section 35.DTC LETTER OF REPRESENTATION.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 DTCs book-entry-only system and 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 ofthe Bonds,the Board 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 each Series of the Bonds out of the proceeds of sale of each Series
of the Bonds or from other available funds and to execute such other documents and certificates as
necessary in connection with the bond insurance policies as he or she may deem appropriate. Printing on
Bonds covered by the bond insurance policies a statement describing such insurance,inform and substance
satisfactory to the Insurer and the BCRUA Representative,is hereby approved and authorized. The Award
Certificate may contain provisions related to the bond insurance policies, including payment provisions
thereunder, and the rights of the Insurer or Insurers,and any such provisions shall be read and interpreted
as an integral part of this Resolution.
(b)As long as an Insurer is not in default on the related Insurance Policy for the Bonds,the Insurer
of a Series shall be deemed to be the sole Registered Owner of such Bonds insured by it for all purposes
of this Resolution.
Section 37.REPEAL OF CONFLICTING RESOLUTIONS.All resolutions and all parts of
any resolutions which are in conflict or inconsistent with this Resolution are hereby repealed and shall be
of no further force or effect to the extent of such conflict or inconsistency.
Section 38. PUBLIC NOTICE. It is hereby found and determined that each of the officers and
members of the Board was duly and sufficiently notified officially and personally,in advance, of the time,
place, and purpose of the Meeting at which this Resolution was adopted; that this Resolution would be
introduced and considered for adoption at said meeting;and that said meeting was open to the public,and
public notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551,
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 of the Board or any officer, agent, employee or representative of the Board in his individual
capacity, 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 Wile of law, or by the enforcement of any
BCRUA:Lc-dtt&R"B-d.09 32
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 enter 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 BCRUA 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 terms,constitute(i)
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 lien.
&:Rua:LeutdarW2�wHm609 33
PASSED AND ADOPTED on the 3rd day of June, 2009.
BRUSHY CREEK REGIONAL
U1UXrY AUTHORITY,INC.
VkUA Representative
EXHIBIT A- Definitions
EXHIBIT B - Award Certificate
EXHIBIT C - Form of Bond
EXHIBIT D -Paying Agent/Registrar Agreement
EXHIBIT E -Escrow Agreement
EXHIBIT F-Continuing Disclosure
EXIID3IT G-Contract
SCRUA LeandceXRt SondW9 S-1
NOT ALL EXHIBITS ARE ATTACHED
McCALL, PARKHURST, AND
HORTON
HANDLED THE PROCESSING OF THE
DOCUMENTS FOR THIS
RESOLUTION
A FINAL COPY WILL BE ISSUED AT A
LATER DATE
F•XHII3IT A
DEFINITIONS
As used in this Resolution,the following terms and expressions shall have the meanings set forth
below, unless the text in this Resolution specifically indicates otherwise.
The term Additional Bonds shall mean the obligations issued in accordance with the terms and
conditions prescribed in Section 17 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 term Average Annual Debt 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 Stated
Maturity of such Bonds Similarly Secured. For purposes of this definition, a fractional period of a Fiscal
Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from Bond proceeds
shall be excluded in making the aforementioned computation.
The Term Award Certificate shall mean the Certificate executed by the BCRUA 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 BCRUA and,when appropriate,
the Board of Directors of the BCRUA.
The term BCRUA Project shall mean, collectively, the Land Interests and the improvements
described in the recitals to the Contract and further described in the Preliminary Design Report, and as
shown on Exhibit"D"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 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 term BCRUA Project Costs means and includes, without limitation, the following costs
incurred for the BCRUA Project by or on behalf of the BCRUA or the Cities: (i)the cost of acquisition
of the Land Interests, including appraisals, closing costs and title insurance policies; (ii) the cost of
acquisition,construction,repair,replacement,improvement or decommissioning ofthe Facilities,and any
structure,item of equipment, or other item, used for,or in connection with,the BCRUA Project;(iii)the
cost of site preparation of the Land Interests, including demolition or removal of structures and
BCRUA:Lemd.0KRevBo.&O9
improvements as necessary or incident to accomplishing the BCRUA Project;(iv)the cost ofengineering,
legal, architectural or other related services; (v) 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 System 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(3)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 kinds;(x)the cost of property casualty and public liability insurance; (xi)the
fees and costs of the underwriters as the anticipated purchasers of the Bonds; (xii)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 Representative shall mean the Secretary of the Board of the BCRUA or in his
absence the General Manager of the BCRUA or such other person authorized by the Board to act as a
BCRUA Representative.
The term Bonds shall mean and include collectively theBonds 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 term Bond shall mean
any of the Bonds.
The term BondPayments shall mean the payments defined as"Bond Payments"within the Contract
that the BCRUA expects to receive from the City ofLeander,Texas pursuant to the terms of the Contract.
The term Bonds Similarly Secured shall mean 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 term Business Day shall mean any day which is not a Saturday,Sunday,legal holiday,or a day
on which banking institutions in The City of New York, New York or in the city where the Designated
Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close.
The term Certified PublicAccountant 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 hutial Bond issued pursuant
to this Resolution for the payment in full by the Purchaser.
The term Contract shall mean the Master Contract for the Financing, Construction and Operation
of the BCRUA Regional Water Treatment and Distribution Project, dated as of September 2, 2008 as
amended by the First Amendment to the Master Contract for the Financing, Construction and Operation
BCRUA:Lmd.UCF--S..d.W A-2
ofthe BCRUARegional Water Treatment and Distribution Project dated as ofFebruary 12,2009 together
with any additional amendments and supplements thereto (which by the term of such instrument is
designated as a supplement or amendment to such Contract), a copy of such Contract being attached
hereto as Exhibit "G".
The term Credit Agreement shall mean an Insurance Policy, a surety bond (including any
supporting Insurance Agreement),a letter or line of credit or other type of enhancement issued in support
of any Bonds or Additional Bonds by a Credit Agreement Provider at the request of the 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 or
Additional Bonds,provided that a Rating Agency having an outstanding rating on the Bonds or Additional
Bonds would rate the Bonds or Additional Bonds upon delivery of the Bonds or Additional Bonds 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 a letter or line of credit,any financial institution,
provided that a Rating Agency having an outstanding rating on the Bonds or Additional Bonds would rate
the Bonds or Additional Bonds 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 of
the entire principal amount of the Bonds or Additional Bonds 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(h)of this Resolution.
The term Debt Service Requirements shall mean as of any particular date of computation, with
respect to any obligations and with respect to any period,the aggregate of the amounts to be paid or set
aside by the BCRUA as of such date or in such period for the payment of the principal of,premum,if any,
and interest(to the extent not capitalized)on such obligations;assuming,in the case of obligations without
a fixed numerical rate,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 24 month period ending within 30 days prior
to the date of calculation,(ii)ifthe Bonds bear interest at tax-exempt rates,an interest rate equal to the 24
month average of the Securities Industry and Financial Markets Bond Index(as most recently published
in The Bond Buver),unless such index is no longer published in The Bond Buyer,in 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)ifthe 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 ofsuch bonds,and further assuming in the case ofobligations required to be redeemed
3CKUK Land.,cxr30nes09 A-3
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 an
agency or instrumentality of the United States of America, 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 ofrefunding bonds or otherwise provide for the funding ofan escrow
to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized
investment rating firm not less than"AAA" or its equivalent, and(iii)noncallable 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 provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to
investment quality by a nationally recognized investment rating firm no less than"AAA"or its equivalent.
The term Depository shall mean an official depository bank of the BCRUA.
The term Designated Trust Office shall have the meaning ascribed to said term in Section 5(b)of
this Resolution.
The term DTC shall mean The Depository Trust Company, New York, New York, or any
successor securities depository.
The term 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 securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
The term Federal Securities shall mean direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of America
(including Interest Strips of the Resolution Funding Corporation).
The term Fiscal Year shall mean the twelve month accounting period used by the BCRUA in
connection with the operation of the System,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, L-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
rating agency, Fitch shall be deemed to refer to any other nationally recognized securities rating agency
designated by the BCRUA.
The term Funds shall mean the Revenue Fund, Debt Service Fund, Reserve Fund,Construction
Fund and Escrow Fund created and held pursuant to this Resolution.
BCRUA:LeendeilGR R nd.N A-4
The term Government Securities shall mean(i)direct noncallable obligations of the United States,
including obligations that are unconditionally guaranteed by,the United States of America;(ii)noncallable
obligations of an agency or instrumentality of the United States, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that,on the date the governing
body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are
rated as to investment quality by a nationally recognized investment rating firm not less than"AAA"or its
equivalent;or(ii)noncallable 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 governing body of the issuer adopts
or approves the proceedings authorizing the issuance of refunding bonds,are rated as to investment quality
by a nationally recognized investment rating firm not less than"AAA" or its equivalent.
The term Insurance Agreement shall mean an agreement between the BCRUA and an insurer
respecting a municipal bond debt service reserve insurance policy constituting a Reserve Fund Obligation.
The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds,
while any of the Bonds remain Outstanding as established in the Award Certificate.
The tern IRS Code shall mean the Internal Revenue Code of 1986, as amended.
The term Land 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 BCRUA
Project.
The term Leander or City means the City of Leander, Texas, a home-rule municipality.
The term Leander System shall mean the combined water and wastewater system of Leander
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 term
Leander System shall not include any waterworks or wastewater facilities which are declared by Leander
not to be a part of the Leander System and which are hereafter acquired of constructed by Leander with
the proceeds from the issuance of"Special Facilities Bonds,"which are not secured by or payable from the
net revenues of the Leander System,but which are secured by and are payable solely from special contract
revenues, or payments received from Leander 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 Leander System, unless and to the extent otherwise provided in the ordinance or
ordinances authorizing the issuance of such "Special Facilities Bonds."
The term Leander Utility Bonds shall mean the bonds,notes or other obligations issued by Leander
secured by a Gen on and pledge of the net revenues of the Leander System or any part thereof regardless
of Gen priority including such bonds, notes or other obligations now or hereafter outstanding.
BCRUA:L. d=TPL-Oor,&09 A-5
The termMaintenance and Operation Expenses shall mean the expenses necessary to provide for
the administration, efficient operation and adequate maintenance of the BCRUA'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 in 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 (as defined in the
Contract).
The termMaturity 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 termMoody's shall mean Mood} s Investors Service,Inc.,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,Moody's shall be deemed to refer to any other nationally recognized securities rating agency
designated by the BCRUA
The term MSRB shall mean the Municipal Securities Rulemaking Board.
The term Outstanding shall mean when used in this Resolution with respect to Bonds means, as
of the date of determination, all Bonds of any series issued and delivered pursuant to this Resolution,
except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2) those Bonds for which payment has been duly provided by the BCRUA in
accordance with the provisions of Section 32 ofthis Resolution by the irrevocable deposit with the
Paying Agent/Registrar, or an authorized escrow agent,of money or Government 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 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 Paying Agent/Registrar, or waived; and
(3) those Bonds that have been mutilated,destroyed, lost, or stolen and replacement
Bonds have been registered and delivered in lieu thereof as provided in Section 5(f) of this
Resolution.
The terms Paying Agent/Registrar, Paying Agent or Registrar shall mean the agent appointed
pursuant to Section 5 of this Resolution or any successor to such agent.
The term Preliminary Design Report shall mean,collectively,the following described documents:
(i) Treatment Plant PDR, 'Brushy Creek Regional Water Treatment Plant;Preliminary Design
Report" prepared by Camp Dresser&McKee, Inc., dated July, 2008;
BCRUA:L, dcOCRoBonds09 !A-6
(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 Transmission Main, Segment I PDR, "Brushy Creek Regional Utility Authority 78
inch Water Transmission Main Preliminary Engineering Report"prepared byLockwood,Andrews
&Newman, Inc., dated May 24, 2007; and
(iv) Treated Transmission Main, Segment 2C PDR,"Preliminary Engineering Report—Treated
Water Transmission Line Segment 2C"prepared by K Friese&Associates,Inc.,dated September
2007.
The term Purchaser shall mean the Texas Water Development Board.
The term Rating Agencies shall mean S&P, Moody's and/or Fitch according to which of such
rating agencies then rates the Bonds or Additional Bonds of the applicable series; and provided that if
neither of such rating agencies then rates any series ofBonds or Additional Bonds of such series,the term
"Registered Owner" shall refer to any national rating agency(if any) which provides such rating.
The term Record Date shall mean,with respect to each Series of 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 ofthe Bonds maintained by the Paying Agent/Registrar pursuant to Section 5 of
this Resolution.
The term Registered Owner shall mean the entity or person in whose names any of the Bonds are
registered in the Registration Books.
The term Reserve.Fund shall mean the special fund or account created and established by the
provisions of Section 10(a)of this Resolution.
The term Reserve Fund Obligation shall mean a Credit Agreement satisfying the requirements of
Section 10(Q of this Resolution which is deposited in the Reserve Fund to meet all or part of the Required
Reserve Amount as provided in such Section 10(b).
The term Required Reserve Amount shall mean an amount equal to the Average Annual Debt
Service Requirements.
The term Resolution shall mean this resolution adopted by the Board on June 3, 2009.
The term Rale shall mean SEC Rule 15c2-12, as amended from time to time.
scxua LeendmgU(Av0ands09 A-7
The term S&P shall mean Standard &Poor's Ratings Services, a division of The McGraw-Hill
Companies,Inc., 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, S&P shall be deemed to refer to any
other nationally recognized securities rating agency designated by the BCRUA.
The term SEC shall mean the United States Securities and Exchange Commission
The term SpeciaiProject Bonds shall mean obligations which the BCRUA expressly reserves the
right to issue in Section 15 of this Resolution.
The term State shall mean the State of Texas.
The term StatedMalurity shall mean,when used with respect to the Bonds,the scheduled maturity
or mandatory sinldng fund redemption date of a series of the Bonds.
ecaun:Lcukki GRa Band.09 A-S
EXHIBIT B
AWARD CERTIFICATE
BCRU[-Le—ddXRsVBonda09 B-1
EXHIBIT C
FORM OF BOND
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
CITY OF LEANDER,TEXAS CONTRACT REVENUE BONDS
SERIES
(BRUSHY CREEK REGIONAL WATER TREATMENT AND DISTRIBUTION PROJECT)
BOND DATE: STATED MATURITY: INTEREST RATE: CUSIP No.:
REGISTERED OWNER-
PRINCIPAL
WNERPRINCIPAL AMOUNT: DOLLARS
The Brushy Creek Regional Utility Authority, Inc. (the "BCRUA"), a non-profit corporation of
the State ofTexas,with its principal office in ,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 above,the Principal Amount specified above(or so much thereofas shall not have
been paid upon prior redemption),and to pay interest on the unpaid principal amount hereof from the Bond
Date,or from the most recent Interest Payment Date 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 30-day months;such interest being payable on and
•of each year commencing
Principal and premium, if any, of the 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
As provided in the Award Certificate. To the extent dmi the Award Certificate relating to the Bonds is inconsis a with any provisions in this Forth
of Bond or contains information to complete missing infornution in this Form of Bond,the language in the Award Certificate shall be used in the
executed Bonds.
3C&UA.Lar k:AKRwBm b09
executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to
the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Resolution 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 fifteenth day 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
Registered Owner;provided,however,that ifthis Bond is owned by the Texas Water 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 amount of
$ '(the"Bonds")pursuant to a resolution adopted by the governing body of the BCRUA(the
"Resolution"), to pay: (i) LEANDEWS SHARE OF THE COSTS OF CONSTRUCTING,
ACQUIRING, IMPROVING AND/OR EXPANDING THE BCRUA PROJECT INCLUDING BUT
NOT LIMITED TO LAND INTERESTS, TEMPORARY INTAKE STRUCTURE, STORAGE
TANKS, LINES, BOOSTER PUMPS, TREATMENT FACILITIES AND OTHER
APPURTENANCES NECESSARY FOR THE DELIVERY,TREATMENT AND TRANSMISSION
OF RAW WATERAND ACQUHUNGEASEMENTS,RIGHTS-OF-WAY AND OTHER INTERESTS
IN LAND OR OTHER FACILITIES NECESSARY FOR THE WITHDRAWAL, DIVERSION
DELIVERY, TRANSMISSION AND TREATMENT OF RAW WATER ALL AS DESCRIBED IN
THE PRELIMINARY DESIGN REPORT INCLUDING ANY NECESSARY CAPITALIZED
INTEREST AND RESERVE FUND AS SET FORTH IN THE AWARD CERTIFICATE 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 in inverse order of maturity 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)at the redemption price of par,together with accrued
interest to the date of redemption,and upon thirty(30)days prior written notice being given by United
States mail, first-class postage prepaid,to Holders 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 of$5,000 or any integral multiple thereof may be redeemed,and,ifless than all ofthe 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
As provided in the Award Certificate. To the a dent that the Award Certificate relating to the Bonds is inconsisterrt with any provisions in this Form
of Bond or c mains infortmabon to complete missing information in this Form of Bond,the language in the Award Certificate shall be used in the
executed Hor>ds_
ecaua t.0Miaa+icxrnma.09 C-2
of like Stated Maturity and interest rate in any authorized denominations provided in the Resolution for
the then unredeemed balance of the principal sum hereof.
If this Bond(or any portion of the principal sum hereon 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 sum 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 date on the 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 to issue,transfer,or exchange this Bond within forty-five(45)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 alien on and pledge of the Bond Payments received by the BCRUAfrom the City
of Leander,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 law or
otherwise. The Bonds do not constitute a legal or equitable pledge,charge,lien,or encumbrance upon any
property of the BCRUA or System, except with respect to the Bond Payments.
The Holder 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 Resolution,copies of which are on file in the corporate trust office
of the Paying Agent/Registrar,and to all of the provisions of 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 maybe amended or supplemented with or without the consent ofthe 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 at or prior to the Stated 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 be transferred on the
Registration Books 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
ecauw Lmde W -BorA.N C-3
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 ofeither,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, (n)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 slate,and for thirty(30)days thereafter,a new
record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar,if and when funds for the payment of such interest have been received from the BCRUA.
Notice of the Special Record Date and of the scheduled payment date of the past due interest(the"Special
Payment Date" -which shall be fifteen(15)days after the Special Record Date)shall be sent at least five
(5)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, covenanted,and represented that all acts,conditions,and things required to
be performed,exist,and be done precedent to the issuance of this Bond in order to render the same a legal,
valid, and binding special obligation of the BCRUA have been performed, exist, and have been done, in
regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not
exceed any constitutional or statutory limitation;and that due provision has been made for the payment of
the principal of and interest on the Bonds by alien on and pledge of the 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 of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond
and the Resolution shall be construed in accordance with and shall be governed by the laws of the State
of Texas.
"CRUA:Lmnde kRmBorWaW C-4
IN WITNESS WHEREOF,the Board of the BCRUA has caused this Bond to be duly executed
under the official seal of the BCRUA.
BRUSHY CREEK REGIONAL UTILITY
AUTHORITY, INC.
President, Board of Directors
ATTESTED:
Secretary, Board of Directors
(SEAL)
C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on h itial
Bond Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
O1§FICE OF THE COMPTROLLER OF
PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Bond has been examined,certified as to validity and approved by
the Attorney General of the State of Texas,and duly registered by the Comptroller of Public Accounts of
the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
BCRUA:Le®dce&RevBandsS C-5
D. Foran of Certificate of Paying AgenURegistrar to Appear 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 of the Paying Agent/Registrar.
Registered this date:
as Paying Agent/R*strar
By:
Authorized Signature
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite
name,address, and zip code of transferee):
(Social Security or other identifying number):
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof,
with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must correspond
with the name of the registered owner as it appears on the face of
the within Bond in every particular.
Signature guaranteed:
SCRUA. -3.(.ch09 C-6
F. The Initial Bond of each series shall be in the form set forth in l2gAMh B of this Section,
except that the form of a single fully registered Initial Bond shall be modified as follows:
i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated
Maturity" shall both be completed "as shown below";
ii) the first two paragraphs shall read as follows:
Registered Owner:
Principal Amount:
The Brushy Creek Regional Utility Authority, Inc. (the 'BCRUA"), a non-profit corporation of
the State of Texas, with its principal office located in , Texas, for value received, hereby
promises to pay to the order ofthe Registered Owner named above,or the registered assigns thereof,the
Principal Amount specified above on the 'day of •in each of the years and in principal
amounts and bearing interest at per annum rates in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts($) Rates
(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 unpaid
Principal Amount hereof from the •, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for,to Stated Maturity or prior 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 Date").
Principal and premium,if any, ofthis Bond shall be payable to the Registered Owner hereof(the
Holder), upon its presentation and surrender, at a corporate trust office of Wells Fargo Bank, National
Association,Austin,Texas(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 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
As provided in the Award Certificate. To the extent that.the Award Certificate relating to the Hands is inconsisterd with any provisions in this Form
of Bond ar contairts information to complete missing information in this Form or Bond,the language in the Award Certificate shall be used in the
executed Bonds.
acRUA:I<vdeNCRe Bt ,i,09 C-7
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 check sent on or prior to the
appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the
address appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of,the Holder hereof.
G. Insurance I.e end. If an Insurance Policy is obtained by the Purchasers or the BCRUA for
any series of Bonds,the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided
by the Insurer.
HCRUA:Lex.WKRe.$ond,09 C-8
EXIT D
PAYING AGENT/REGISTRAR AGREEMENT
BCRUA:UwWar Jt-Hon&09 D-1
EXHIBIT E
ESCROW AGREEMENT
BCAUA.L4wider4KRevBondsD9 E-1
EXHIBIT F
CONTINUING DISCLOSURE OF INFORMATION
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting principles for
governmental units as prescribed by the Government Accounting Standards Board from time to time.
BCRUA:L nsdn7 KRev9onds09 F-1
EXHIBIT G
MASTER CONTRACT FOR THE FINANCING, CONSTRUCTION
AND OPERATION OF THE BCRUA REGIONAL WATER
TREATMENT AND DISTRIBUTION PROJECT
BCRUA Lcumla\tcxNBon&09 G-I
be introduced and considered for passage at the Meeting, and each of the officers and members
consented, in advance, to the holding of the Meeting for such purpose;that the Meeting was open
to the public and public notice of the time, place and purpose of the Meeting was given, all as
required by Chapter 551, Government Code, as amended.
acxua:Lewd..-- 3ond09C n 2
SIGNED AND SEALED this June 3, 2009.
QA
ScAjary Presi ent
(SEAL)
BCAuw:l...kAKxevBm&09cat 3