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GM-23-10-25-111 Ca Focused on Pula is CALL Finance since 1919. PARKHURST & HORTON ��!��� October 25, 2023 Board of Directors Brushy Creek Regional Utility Authority, Inc. Dear Ladies and Gentlemen: This engagement letter will outline our proposed services as Bond Counsel to the Brushy Creek Regional Utility Authority, Inc. (the "Authority") in connection with the issuance of bonds, notes or other obligations by the Authority for the City of Round Rock, Texas and our understanding of the compensation therefor (the "Matter"). SERVICES We will perform all usual and necessary legal services as Bond Counsel. Specifically, we will prepare and direct legal proceedings and perform other necessary legal services with reference to the formation of the Authority, preparation and review of financing contracts, and authorization, sale, and delivery of the Authority's bonds, notes or other obligations referenced above (for convenience hereafter collectively referred to as "bonds"), including the following: 1. consultation with the Authority's Board (the "Board"), as appropriate, and any advisors in planning for the bond issue, including consultations concerning federal tax considerations; 2. preparation of all contracts, resolutions, trust indentures, and other instruments pursuant to which bonds will be authorized, secured, sold and delivered in consultation with the Board's General Counsel, financial advisors, the underwriters and their counsel and any officials and consultants thereof; 3. attendance at meetings of the Board, as appropriate, and with other representatives thereof to the extent required or requested with reference to the creation of the Authority and authorization and issuance of the bonds; 4. preparation of all documents necessary to seek the approval of the Attorney General of Texas and the submission of such documents to the Attorney General for approval and to the Comptroller of Public Accounts for registration of the bonds as required by law; 23- /a -� - J/I 600 Congress Ave. 717 North Harwood Two Allen Center 112 E. Pecan Street i Suite 2150 Suite 900 1200 Smith Street Suite 1550 Suite 1310 Austin.Texas 78701 Dallas Texas 75201 Houston,Texas 77002 San Antonio Texas 78205 T 512.478,3805 T 214 754.9200 1 713.980.0500 T 210.225 2800 1 512.472.0871 F 214 754.9250 1= 713.980.0510 F 210.225.2984 www,mphlegal.com 4 5. supervision of the printing and execution of the bonds and the delivery thereof to the initial purchaser of the bonds; 6. rendering our nationally accepted opinions covering the validity of the bonds under Texas law and tax status of the interest thereon under federal income tax laws; and 7. preparation of a transcript of all proceedings in connection with the issuance of the bonds. The foregoing legal services as Bond Counsel do not include any direct responsibility for litigation of any kind. However, if during the issuance of the bonds any litigation should develop regarding the issuance of the bonds or the provisions made for their payment or security, we will consult, advise and cooperate with General Counsel to the Board concerning any such litigation. Our fees for such services would be based upon an hourly rate of$400 an hour. In addition, our services as Bond Counsel do not include any direct responsibility for the "disclosure obligations" owed to the investing public under the federal securities laws and the various state securities laws. We will not be responsible for the preparation of any Official Statement and will not assume any responsibility with respect thereto nor undertake independently to verify any of the information therein, except that, in our capacity as Bond Counsel, we will review various statements in any Official Statement to verify that such statements conform to the provisions of the legal instruments and documents therein described. The firm will undertake upon the request of the Board such services as may be necessary to assist the Authority in satisfying the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission. Our fees for such services would be based upon an hourly billing rate of $400 per hour. Should it be necessary for the firm to render a written opinion with respect to any matters relating to the compliance by the Authority with the ongoing disclosure or other compliance requirements of Rule 15c2-12, such fee for legal services provided in connection with the delivery of the opinion will be set at an amount agreed upon by us and the Authority. Our services as Bond Counsel do not include any responsibility for investigating the financial condition and affairs of the Authority. Our approving legal opinion as Bond Counsel will contain a paragraph substantially to the effect that we have acted as Bond Counsel for the Authority for the sole purpose of rendering an opinion with respect to the legality and validity of the bonds under the Constitution and laws of the State of Texas, and with respect to the exemption of the interest on the bonds from federal income taxes, and for no other reason or purpose. The paragraph will also disclose that we have not been requested to investigate or verify, and have not investigated or verified, any records, data, or other material relating to the financial condition or capabilities of the Authority, and have not assumed any responsibility with respect thereto. www.mphlegal.com COOPERATION To enable us effectively to perform the services contemplated, it is essential that you disclose fully and accurately all facts and keep us apprised of all developments relating to the Matter. You have agreed to cooperate fully with us and to make your representatives available to attend meetings, conferences, hearings, and other proceedings. CLIENT DOCUMENTS We will maintain all documents you furnish us in our client files for the Matter. At the conclusion of the Matter (or earlier if appropriate), it is your obligation to advise us as to which, if any, of the documents in our files you wish us to return to you. We may keep copies thereof to the extent we believe advisable for our records. We will retain any remaining documents in our files for a certain period of time and ultimately destroy them in accordance with our record retention program schedule then in effect. STANDARDS OF PROFESSIONALISM AND ATTORNEY COMPLAINT INFORMATION In performing services under this Agreement, we agree to comply with all applicable state and federal laws. Pursuant to rules promulgated by the Texas Supreme Court and the State Bar of Texas, we are to advise clients that the State Bar of Texas investigates and prosecutes complaints of professional misconduct against attorneys licensed in Texas. A brochure entitled Attorney Complaint Information is available at all of our Texas offices and is likewise available upon request. A client that has any questions about State Bar's disciplinary process should call the Office of the General Counsel of the State Bar of Texas at 1-800-932-1900 toll free. CONFLICTS OF INTERESTS You understand that the firm represents many investment banking firms, commercial banks, and other parties to public finance transactions from time to time in connection with other issues, including the Authority's financial advisors and potential underwriters for your bonds, and you do not object to our continued representation (in connection with other issues) of any such party with respect to which you choose to do business in connection with issuance of the bonds, since doing so is how we are able to gain the experience we need to represent you effectively. If a controversy arises between you and any other client of the firm, the firm, after taking into account the rules of professional ethics applicable to it, may decline to represent either you or such other client or both you and such other client. www.mphlegal.com COMPENSATION We propose a fee of 0.20%of the principal amount of bonds issued with a minimum fee of$15,000. Any fees for refundings or more complicated financing structures utilizing variable rate bonds or SWAPs or similar instruments will be negotiated at that time. In addition, for certain complex transactions, including financings through a program funded by the United States Department of Agriculture, the Texas Water Development Board or a similar agency or entity, our fee will be a minimum of$17,500 for up to the first $1,000,000 in principal amount, plus $5 per each $1,000 in principal amount from $1,000,000 to $5,000,000, and plus $2 per each $1,000 in principal amount over$5,000,000. The firm additionally charges the following fixed fees for each series of bonds: an IRS reporting form preparation fee of$750.00, Bond Review Board additional transcript requirements preparation fee of$500.00 and bond preparation fee of$250.00. We also expect to be reimbursed for all normal, actual out-of-pocket expenses incurred(such as travel,communications,reproduction and delivery service) in connection with the services performed. Since the work for the Authority will be performed by attorneys in the Austin office, it is not anticipated that travel expenses will be incurred; however, in the event travel is necessary it will not be undertaken without prior approval by the Board. Copying charges are normally twenty cents a page. Large copying orders are sometimes subcontracted out, in which case the actual charges are billed. Our Bond Counsel fee and all then available expenses will be billed at or soon after Closing and certain post-Closing expenses (such as bond transcript preparation and delivery expenses) may be billed subsequently; provided that the Authority for its administrative ease may agree in its sole discretion through the execution of a closing instruction letter that all post- Closing expenses may be paid at closing using an agreed upon estimate for such expenses. STATE LAW VERIFICATIONS McCall, Parkhurst & Horton L.L.P. represents and warrants, for purposes of Chapter 2271 of the Texas Government Code, that at the time of execution and delivery of this Engagement Letter, neither McCall, Parkhurst & Horton L.L.P., nor any parent company,wholly-or majority-owned subsidiaries or affiliates of the same, if any, boycotts Israel or will boycott Israel during the term of this Engagement Letter. The foregoing verification is made solely to comply with Section 2271.002,Texas Government Code,and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel" and "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. McCall, Parkhurst & www,mphlegal_com Horton L.L.P. understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with McCall,Parkhurst& Horton L.L.P.and exists to make a profit. McCall, Parkhurst & Horton L.L.P. represents that, neither McCall, Parkhurst & Horton L.L.P., nor any parent company, wholly- or majority-owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code,and posted on any of the following page of such officer's internet website: httpsJ/comptroller.texas.gov/purchasing/publications/divestment.php.. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes McCall, Parkhurst & Horton L.L.P. and each parent company, wholly- or majority-owned subsidiaries, and other affiliates of the same, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. McCall, Parkhurst & Horton L.L.P. understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with McCall, Parkhurst & Horton L.L.P. and exists to make a profit. Pursuant to Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session),Texas Government Code,as amended,McCall, Parkhurst& Horton, L.L.P. hereby verifies that it and its parent company, wholly- or majority- owned subsidiaries, and other affiliates, if any, (i) do not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association; and (ii) will not discriminate during the term of this Indenture against a firearm entity or firearm trade association. The foregoing verification is made solely to comply with Section 2274.002, Texas Government Code, as amended, to the extent Section 2274.002, Texas Government Code does not contravene applicable Texas or federal law. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" (A) means, with respect to the entity or association, to (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or(iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition,firearms,or firearm accessories, and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or(bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. McCall, Parkhurst & Horton, L.L.P. understands "affiliate" to mean any entity that controls, is controlled by, or www.mphlegal.com is under common control with the firm within the meaning of SEC Rule 405, 17. C.F.R. § 230.405, and exists to make a profit. Pursuant to Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session),Texas Government Code, as amended, McCall, Parkhurst& Horton L.L.P. hereby verifies that it and its parent company, wholly- or majority- owned subsidiaries, and other affiliates, if any, do not boycott energy companies and, will not boycott energy companies through the term of this Indenture. The foregoing verification is made solely to comply with Section 2274.002, Texas Government Code, as amended, to the extent Section 2274.002, Texas Government Code does not contravene applicable Texas or federal law. As used in the foregoing verification, "boycott energy companies" shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law;or(B)does business with a company described by (A) above. McCall, Parkhurst & Horton L.L.P. understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the firm within the meaning of SEC Rule 405, 17. C.F.R. § 230.405, and exists to make a profit. TERMINATION This engagement may be terminated by either party upon thirty (30) days written notice; provided, however, if the Board exercises the early termination, the Authority shall pay Bond Counsel all fees and expenses accrued to the date of such termination. There shall not be individual liability on any member of the Board, or other official of the Authority, for the payment of any amounts due hereunder. www.mphlegal.com If the Board finds this proposal to be satisfactory, we ask that a copy of this letter be signed and returned to us for our files. We look forward to working with the Authority. Respectfully submitted, McCall, Parkhurst & Horton L.L.P. Richard S. Donoghue www.mphlegal.com The foregoing agreement is hereby accepted on behalf of the Brushy Creek Regional Utility Authority, Inc. Date: By: Karen Bondy Title: General Manag 4 www.mphlegal.com