BCRUA_R-10-12-15-7C RESOLUTION NO. R-10-12-15-7C
WHEREAS, the Board of Directors of the Brushy Creek Regional Utility Authority
wishes to amend the BCRUA Annual Operating Budget for Fiscal Year 2009-2010, in
accordance with the attached proposal, Now Therefore
BE IT RESOLVED BY THE BRUSHY CREEK REGIONAL UTILITY
AUTHORITY,
That the fourth amendment to the BCRUA Annual Operating Budget for Fiscal Year
2009-2010 be adopted, subject to the approval of the Participating Cities, as set forth in Exhibit
"A" attached hereto and incorporated herein for all purposes.
The Board of Directors hereby finds and declares that written notice of the date, hour,
place and subject of the meeting at which this Resolution was adopted was posted and that such
meeting was open to the public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted upon, all as required by
the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
RESOLVED this 15th day of December, 2010.
MITCH FUI ER, sident
Brushy Cree e io Utility Authority
TEST:
J in Cowman, Secretary
Z UBCRUA-Board PacketsIPackeI Documenlf 12F5101Res BCRUA 41h Amend Annual Operating Budget FY 2009-10(00209502)DOClrmc
cltY i of C11Y OF LEANDER
PO BOX 319
Leanber LEANDER,TX 78646
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF LEANDER §
CERTIFICATE OF PUBLIC RECORD
1, Dara Crabtree, City Secretary and custodian of records of the City of Leander (the "City"), do
hereby certify that the attached is a true and correct copy of the following document, which is an official
record of the City:
Fourth Amendment to the Master Contract for the Financing.
Construction and Operation of the BCRUA Regional Water Treatment and Distribution Project
IN WITNESS WHEREOF, I have hereunto subscribed my name officially, as City Secretary of the
City of Leander, Texas and I have caused the Seal of the City to be impressed hereon this the April 30,
2018.
k-Akn
DARA CRABTREE
City Secretary of the City of Leander, Texas
V
[SEAL] :
OFFICE OF CITY SECRETARY ?(}fi W.WILLIS ST.,LEANDER,TEXAS 78641 I P-(5121528-2743 F,(512)259-1605 LEANDERTX,GOV
l U><wrn AME.NIMIENT'l O T11E MAS1'I-'R CONTRAC'"I' FOR T11E I�INANCING,
CONSTRUCTION AND OPERLATIO\OF THE BCRUA
lt.UCIONAL NATER TRFATll F T AND DISTRIBUTION PROJEICT
THIS FOURTH ANfE,NDN-1F..NT 1-0 THE MASTER C ONTRAC vol,) Tml
FINANUNCi, CONSTRUCTION AND OPFR.ATION OF T1-11' 11C;RUA REUIONAL WATER
-FR.E;;ATA4FN"f ANI)i)IS'TRIEii1 TION PROJl'Cf(the"Fourth Aniendniunt")is dated and entered
into as of the lith day of April, 2018. by and among Brushy Creek Itcgional utility Authority,
Inc. CBCRUA"), a noir-profit corporation of the State of Texas(the"State"), created anti existing;
under the laws of the State, including Subchapter 1) of Chapter- 431 as amended, Texas
T'rtnsportation Code,and the City of Cedar Par k,Texas("Cedar Park"),the City of Leander,Texas
("Leander"),and the City of Round Rock, I eras("Rotutd Rock")all home-rule municipahtics and
political subdivisions of the State (individually, the "City'°; c011eelively, the "Cities"). The
L3CRUA and the Cities are collectively iefen•ed to herein as the "Parties."
R1:U!'ALS
WHFRFAS, on the 2n1 clay of September, 2008 the Parties entered into that one certain
Master Contract for the Financing;, Construction and Operation of the BCRUA Regional Watei
'I'rcatment and Distribution Project(the"Master Contract"),that provides terms and conditions for
the financing, construction and operation of the first phase of the new regional system consisting;
generally of upgrades to Cedar Park's raw water intake, a raw water intake line, new water
treatment plant, and water tran.imission mains; and
WHFRFAS,on lite 22r"day UfJanuary,2009 the Patties entered into that ur.e certain First
Amendment to the Master Contract loithe Financing, Construction and Operation of the R(:RUA
Regional !Fater Treatment and 1)i,lribulion Projcct ("first Amendment") to postpone the date on
which the RCRI"A Project is to be operational front April, 1,201 l to April i, 2012; and
W11HREAS, on the 20'1" clay cif October, 2010 the Parties entered into that one certain
Second Amendment to the Meister Contract for the Financing;, Construction and Opiciation of the
BCRUA Regional Water Treatment and Distribta-:on 11m.ject ("Second Acite ndmciit") to updat:
the estitnated costs shown in Exhibit l) with actual cost numbers, as well as to revise e%tiniated
costs;and
W11FRE'AS, on the 22nd day of February, 2012 (tic Parties entered irsto that oris certain
Third Ainendiricnt to the klaster Contract for the Financing, Construction and Opert lion of the
14CRUA Regional Water Treatment and DISIribution Prnjcct ("Third Aniendincnt") in delay
sithstantiai cotnpleiion of the water treaintcnt plant from; April 2012 to Junc 2012, and
WI ILRLAS, the I'arliCS HOW ticairc to expand the dern;;ion of --ittV-'ltl A Project" tt,
include certain Phase If Regional System Components, as referc;tced its the 1'rclimistary
1'nginecring Repot,and
EXHIBIT "A"
003978 to.DOCX
4th Amendment Master Contract for Financing.Construction and Operation BCRUA Regional Water Treatment and Distribution Protect
%Vl lV,R VA S, wtth respect to the:added Phase 11 components,the]'allies at,so desire to attach
a new Exhibit D-1 to set oat the estimated costs, the allocation of(lie costs among the I'arnes, and
to set out the Parties respective reserved capacities;
NOW, 'I'l ILIO-FORE,in consideration ofthe matual covenants and agreeinerlls herein contained,
the sufficiency (if which are hereby conclusively acknowledged, and subject to the terms and
conditions hereinafter set forth,the Critics and the 13C:RI;A mutually agree that the Master Contract
is amended as follows,
AH-1 ICLE 1
TABLE 0 CONTF.Mrs
The list of exhihits in the table of contents of the Master Contract, is amended to read as Ifollows:
I;XHIHITS
Exhibit A-1 Contract hetween City of Round Rock and BRA for Lake"Travis Water
l�xhihit A-2 Contract hctween City of Round Rock and BkA fur Lake"I`ravis ]Fater
Exhibit A-I Contract hctween City of Round Rock arid BRA for Lake"Travis Water
F"Xhibit B Contract hctween City of Cedar Nark and LC:RA for lake Travis Water
fixtribit C Conlract between City of Leander and LORA for-Lake Travis]Fater
Exhibit D Critics' Reserved Capacity and Cast Allocation in BCRUA Project Components,
I'hase I
Exhibit D-I Cities' Reserved Capacity and Cost Allocation in 11C'RIJA Project Components,
i'base 11
ARTICLE 11
N1,%V Ie;XEEtar im
The ductirnent cutitted 'Txhihit L) 1, Cities' Reserved Capacity and Cost Allocation in BCRUA
Project Components: April 25, 2018," which is attached to and incorporated herein is considered
attached to and incorporated in the Master Contract.
ARTICLE Illi
DEFINI'nO NS
All to-tns used herein shall havc the ri-,canings assigned to them in the MaSier C UT]tUICt, URless Elle
context clearly rcgtiires otherwise.
Alt"1 iC:i,I? IV
AMENDFA) DEFINITION'S
4.01 The Parties ackt-.owledge that the term "HCRUA Project " as defmcd in See. 1.1(1) of the
Master Contract is hereby amended to read as follo,vs
(f) "11CRIJA Project"means,collectively, the I.and Interests and the impro'.elnents decevihed
in tlic recitals to this Contract anti ftirther described in the Pielimillttry Design Report,and as show n
2
41h Amendment Master Contract for Financing construction and Operation BCRUA Regional Water Treatment and Distribution Project
or, Exhibit "1)" and or. Exhibit "DT'. Without lintitatiott, (lie BCRUA Project includes the
facilities, lines, intal.e StrtleiLlres, storage tanks, booster I)uullps, and other appurtenances in the
13CRIJA Project as desetibcd in the Preiitninary Design Report and owned by the HC;RIJA
sufficient to treat the raw water ra(.d deliver the treated %Fater-to which the Cities, respcctivelp, are
entitled t.ndel this Contract.
4.02 '['he Parties acknowledgc tient the term "fWRIJA Project(;o5t%."US dCfIllCd in lice. 1.1 Q)
of,lite Masten Contract US hereby amended to react as filllows:
(g) "1_ICRUA Piojet.t Costs" mean~ and includes, without limitation, Elle following costs
inculyc(I fol the 11CRUA Pralject by or on behalf of the l3UMA or the Cities
(r) the Cost of acqui"(tion of lite Land Interests, including appra:sals, chasing costs
anti title insurance policie}.;
(ii) the cost 01' acquisition, construction, repair, replacement, intprovClncnt or-
decommissioning;of the BCRUA Pruject, and any structure, item of equipment, or
other item,used for, or in connection with, the 13C:RUA Project;
(iii) the cost of site preparation of the Land inteicsts, including demohlion or
removal ofstructures and irnprovetnents as necessary or incident to accomplishing
the BCRUA Project;
(iv)the coat of engineering, legal, tu•CNICctural or other related services;
(v) the preparation cost of pians; specifications, studies, surveys, cost cstimalc%,
and other expenses necessary or incident to planning, providing. or Financing the
BCRUA Project;
(Vi) the C(ISt of 1llaChinCl)', C(lUtpniernt, rurnishings, and facilities necessary or
incident to placing the 13C'RUA Project in operation;
(vii)finance charges and intcrust before,during, and aficl construction at perlllitted
by the laws of the State;
(viii) costs incurred ill Connection with financing lite BCRUA Project, including;.
,.vithout hmitatiom
(1) financing, legal, accounting, financial advisory, ranting :agency, and
auditing; rets, expenses and dishurscrnents;
(2) the cost of printing.engraving, and reproduction services; and
(3) the cost of a tat+stec's or paying agent's inilial or acceptance fee and
subsequent fees;
(ix) all costs, lees and eximise%of litigation of,ill Finds;
(x) line Cost ofpl'Opelty Casualty nrd ptlhlic liability ins-prance;
(xi) the fees and costs of' the underwriters as the ;uuicipated pul'Cilasers of flu'
Bonet,,,
(xii) reitnIxI[Wrnent or tile Cusk plCviuusly incul_led by and aavreeablc to the other
Cities with respect to tite BCRUA Project; and
3
4th Amendment Master Contract for Financing.Cons(rucuon and Operation BCRUA Regional Water Treatment and Distribution Project
(xiii) other costs generally tCcogniied as a hart of BCRIJA Project construction
costs.
RC'IMA Project Costs will be allocated among the Cities in accordance: with T:xhibit"i)" and
1';xhibi'"i)-l"
ART1C'I,E, V
FINANC'INC 01+ 'I'HI: RCRUA PROJE?C'1'
The Parties aeknowlecive that Atlicle IV, Sec. 4.1(a)of the Master Contract is hereby
amended to read as follows,
Sectiolt 4.1 Issu.►ncc of Bonds.
(a) 'the BCRIlA's aeclut5'tion, construction, and completion of the 11CR1 A Project
Nvill be finatiml by
(i) receipt of funds from the Cities,respectively,
(ii) the BC'RUA through the issuance of one or more series or issues of Bonds by
the 11C'RIJA for a City, which Bonds are payable Solely ft'altt and sccurcd, in pati,
by all assignment of the Bond Payments made under this Contract by the City for
which such series oI'lioncl.s are issued, or
(iii) any combination of funds from the Cities, respectivety, and the issuance of
Bonds for the Cities, respectively It is expressly understood and agreed by the
i3CRli A and the Cities that the f1OMA shall issue Bonds as separate series for the
applicable City.
Each City shall be solely responsible lot- Bond Payni,nts on its series of Bonds. No City
shall have. any liability or responsibility for any Bond Payment on a series of Bonds issued for
another City. In consideration of the covenants and agreements s,t forth in this Contract, and to
enable the BCRIIA to issue the Bonds to carry out the intents and purposes liereof, this Contract
is executed to assure the Issuance of the bonds at the regrlest of a City and to provide for and
ensure the clue and punctual payment by such City (0 the BCRUA,or to the Trustee relating to the
series of llonds issued for such City, of amounts not Less than tic r1ond Payments. Fach City
hereb) agrees to make, or cause to be made. its respective Bond Payments,as and when (lue, tot
the benefit of the owners of the Bonds, as provided in the Bonds and the Bond Resolution The
cost al'oeaticros for the MAMA Project Cost are shown in Exhtbit "D-and in I,xhibit "D-I".
ARTICLE N'i
R SI,'.RVFI) C:APACT1'1ES
1'l,c 1'.trtics azlkliuv"IedgC tha! Article %11 Reserved Capa;ities of the ,blaster Contract is hereby
amended to react as follows:
5e.c tion 6.1 Resp rued(:apacities itj B_C:lli!.A l'rnj; t_ gnnonents. Each(:i'y, respectively,snall
have the CXCILIsive right to its reserved capacity in each BC;RUA Project component as described
in Exhibit l)and in Exhibit 1) 1, No reserved capacity may be a[loc.lted to or used by anyone other
4
4th Amendment Master Contract for Financing,Construction and Operation BCRUA Regional Water Treatment and Distribution Protect
(hart the City on ),vhosc behalf that capacity hits been reserved, unless the;if['ccted City Specific aIIy
,igrees in writing to the allocation or use.
Section 6.2 Reserved Capacities sur Treated Water in the HC RUA.Project. Fatch City,
respectively, shall Have the exclusive right to take, and the BCRUA shall have the obligation to
deliver, treated water at the lklivcry Points in the amounts shown to Exhibit D and in exhibit D-
I.
Section 6.3 Transfer ofReserved Ca1Lctcity. Any City lnay traw;fer any portion of its
reserved calparity in one or more BCRUA Project components to another City, in exchange fol
Such consideration as such Cities shall decin appropriate. The Cities making such transfer shall
provide wrillcn miticc to (hc BCRUA and the.uthei City,signed by the Cities making the tiarnsfer,
Speeifying the amotlslt of transferred reserved capacity and the aflceted BCRUA Project
componcnl(s), and providing (11,11 the Cities othcl-%tisc ratify and conflr111 (heir pre-existilug
obligations under this Contract. No Such Iran 4- cr shall be effective until and Unless such imicC Is
provided. A transfei of re,crved capacity shall not change any Isonal Payment, other ptlyrtleltt, 01-
other
rother obligations of Ih,-CitiCS ptlt'SUarlt IO this Contract.
Section 6_._4 I)ocwnentation ofTran lCITCLI RCSCUMI Cavity. In the event that reserved
capacity is transferred, the BCRUA and the Cities shall cause a written amendrrlent to be mad.- to
Exhibit I) andlor Exhibit i)-I describing such transler and setting forth Elle revised reserved
capacity of each City in the HCRUA ProAect or components) thereof
ARTICLE VII
MISCELLANEOUS
Section 7.1 lb the extent nccessaly to effect the terms and provisions of this Fourth
Amendment, the Master Contract is hereby amended and modified. In all rather respect~. the
aforesaid Master Contract is hereby ratified and confirmed
Section 7.2 I'his Fourth Amendment may be executed ill counterparts, each of which shall be
an original and all of'Miich together -,hall cuntititute Kai rine and the same instrunlcIll
1N W[FNI'SS WHEREOF, the Pa11'tieS hereto acting un.Iei authority of their respective
goveniing bodies have cawed this I•omth Amendment to he duly cXmited as of the day and yeast
first above written
(SIGNA I URLS ON FQJ-1,W1 -'INN PAW",")
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4th Amendment Master Contract for Financing Construction and Operation SCRUA Regional Water Treatment and Distribution Project
BRUS11Y CRIAX 10--'Git)tirti, l' 'R I`i'Y AUT11010 YY, INC.
f
B�..
Frank Lef ingwell, Yreiidcnt
Attcst:
BY
Sccrctaty
6
4th Amendment Master Contract for Financing Construction and Operation BCRUA Regional Water Treatment and Distribution Protect
(TIT Ula ICIA)AR PARK,'L EXAS
BY:
Matt Powell,Mit}or
A1fe;i;
�.c;'lttll (1t.fit:tt; City �L'Lrl:Eilt'}'
7
4th Amendment Master Contract for Financing.Construction and Operation SCRUA Regional Water Treatment and distribution Project
(*ITN' ()F 1) T XAS
C ri 1,11cr is r, %IdN%11
Attest:
Lan _11`` 1 i5�
Dart CrAilree. Cits- Sucretar%
4th Amendment Master Contract for Financing Construction and Operation 3CRUA Regional Water Treatment and Distribution Project
(TIT OF 1401.`D ROCK,-I-I-:XAS
I3Y:
Craig tvinrgan. Mayor
Aue.,,[:
fiy
Sora Whitc, City Clerk
9
4th Amendment Master Contract for Financing Construction and Operation BCRUA Regional Water Treatment and Distribulion Project
Brushy Creek Regional Utility Authority
Revised Administrative Operating Budget
Fiscal Year Ending September 30,2010 Approved Revision 1 Revision 2 Revision 3 Revision 4
FY 2010 FY 2010 FY 2010 FY2010 FY 2010 Cedar Park Leander Round Rock AllocationMeth2d
r
Administrative Costs
Accounting Services 401000,00 .i 40,000.00 ' 40,000.00 46,000.00 54,500,00 7,728.10 25,756.70 21,015.20 Ultimate Capacity
Investment Services 40,000.00 40,000.00 40,000.00 31,000.00 31,000.00 `! 8,267.70 14,464.60 8,267.70 Phase 1a Reserved
Audit Services - pp 14,400.00 14,400.00 17,400.00 17,400,00 k 2,467.32 8,223.24 6,709.44 Ultimate Capacity
Miscellaneous S,D00.00 1 5,000.00 9,000.00 24,000.00 19,D00.00 I 2,694.20 8,979.40 7,326.40 Ultimate Capacity
Legal Services 50,000.00 i 50,000.00 40,000.00 d 25,000.00 21,500.00 5,734.05 10,031.90 J52WM
Phase 1a Reserved
Bank Fees 4,500.00 j 4,500.00 4,500.00 { 4,500.00 4,500.00 1,200.15 2,099.70 Phase 1a Reserved
Contracted Services d 6,000.00 6,000.00 6,000.00 4 850.80 2,835.60 Ultimate Capacity
Total Administrative Expenses S 139's "S 153.900.00 3 1 3900. S 153 900.00 _ 153 900.00 y�5. 28,942.32 s, S 72 391.14 . $
Ulitmate Capacity Allocation
Cedar Park 14.18%
Leander 47.26%
Round Rock 38.56%
Total 100.00%
Phase 1a Reserved Capacity allocation
Cedar Pane 26.67%
Leander 46.66%
Round Rock62 67%
Total 100.00%
EXHIBIT "A'
EwWbit D-1
SCRUA Regional Water Project
Capacdy and COLI Alloeation,Phase 2
Updated-March 26,2018
CEDARPARK LEANDER UN ROCK
CONSTRUCTED ESTIIAATED CEDAR PARK LEAAIDER ROUNDROCK
DESCRIPTION RESERVED RESERVED RESERVED
+ CAPACITYIAIGDt COST COST COST COST
CAPACITYf%I ._. J CAPACtTY1.". , CAPACr7Y ':
... ..._._.........._
2•DCEP WATER INTAKE&RAW WATERLINE
^Plarg0a d Oes'1n Services _ 141 7 S 16,700,X- 96 S0 2S. 4,836,32C 4285 _ S 7,15 t
,950 _ 2E.19 S A 767 737
_
Laid Rhish141 7 S 2 500,060 28 46 5 724,6t}6 02 85 S 1071250 __ 28.19 S 764,74,7SII
_ E3KtAcat l%-_ mwrc CcnstrW* d Consta,cdw Phase Sen ices 1447 1_3 4.597.657 28 90 S 1 231,48' e285 S 1 973.096 28.14 5 1.296.0-05.
A WATERLME 8116 i..13Xwar Q 1 { 1T
SGRUA PRD.lEC7 PHASE 270TAL COST S 2J,74T,657 _J S G,891,SOi S 10,197.29G -- _ S 6,703.550
Ca city rhea! K of Capaelly
Cetlar Pa•a 419 2f696
LPander 622- 4215
Rncxa Rxk 4]8 28.79
Total 144.7 188
41h Amendment Master Contract for Financing.Construction and Operation BCRUA Regional Water Treatment and Distribution Protect