BCRUA_R-17-02-15-8B RESOLUTION NO. R-17-02-15-81)
WHEREAS, the Brushy Creek Regional Utility Authority, Inc. (BCRUA) desires to retain
professional bond counsel services related to the issuance of City of Leander's proposed refunding
bonds or other financing; and
WHEREAS, the firm of Bickerstaff Heath Delgado Acosta LLP has submitted an engagement
letter to provide said services; and
WHEREAS, the BCRUA wishes to enter into an engagement letter with Bickerstaff Heath
Delgado Acosta LLP, Now Therefore
BE IT RESOLVED BY THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY,
That the Board President is hereby authorized and directed to execute on behalf of the BCRUA
an engagement letter with Bickerstaff Heath Delgado Acosta LLP, a copy of same being attached
hereto as Exhibit"A" and incorporated herein for all purposes.
The Board hereby finds and declares that written notice of the date, hour, place and subject of
the meeting at which this Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and the subject matter hereof were
discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551,
Texas Government Code, as amended.
RESOLVED this 15th day of February, 2017.
JOHNOX resident
Brushy CVe Regional Utility Authority
ATTEST:
Ron Abruzzese, ecre
x
Z-WRUASBoard PacketsTacket Docnments5201711es.BCRUA•Eogagemem letter w.Bickerstaff Heath Delgado Acosta LLP(00372468xA08F8).doc
January 31, 2017
Brushy Creek Regional Utility Authority, Inc.
221 East Main Street
Round Rock, Texas 78664
Attention: Tom Gallier, General Manager
RE: Bond Counsel Agreement— City of Leander, Texas Contract Revenue Refunding Bonds,
Series 2017 (Brushy Creek Regional Water Treatment and Distribution Project)
Dear Mr. Gailier:
This letter is submitted to state our fees and describe our legal services in performing the
duties of bond counsel for the Brushy Creek Regional Utility Authority,Inc. (the"Authority")with
reference to the issuance of the City of Leander's proposed refunding bonds or other financing(the
"Bonds").
Generally, we will perform all usual and necessary legal services as bond counsel in
connection with the authorization,issuance,and delivery of the Bonds. Specifically,we will prepare
and direct the legal proceedings and perform the other necessary legal services with reference to the
authorization, issuance, and delivery of the Bonds, including the following:
1. Prepare all resolutions, orders, notices and other instruments pursuant to which the
Bonds will be authorized, issued, delivered and secured, including election
proceedings, if necessary, in cooperation and upon consultation with the Board of
Directors(the"Board"),their consultants,and other legal and financial advisors and
consultants of the Authority.
2. If an election is required, prepare documents for calling bond election.
3. Attend meetings of the Board with reference to the authorization and issuance of the
Bonds to the extent required or requested.
4. Cooperate with the Board and all other interested parties in the sale of the Bonds to
the purchasers.
5. Submit bond transcript to the Attorney General for approval.
6. Supervise the execution of the Bonds and the delivery thereof to the purchasers.
mrm { b 6 )
EX` b
Mr. Tom Gallier
Brushy Creek Regional Utility Authority
January 31, 2017 Page 2
7. Prepare documents for closings, provide instructions and advice for closings, and
attend closings.
8. When the Bonds are issued,we will give our approving opinion covering the validity
of the Bonds and the exemption of interest from federal income taxes, it being
understood that the approving opinion will be fully acceptable nationally in regular
commercial investment banking bond marketing channels.
The fee covering the legal services of this firm, as bond counsel, for the issuance of the
Bonds, is as follows:
Refunding
$11,000 for the first million dollars of Bonds;
$1.00 per$I,000 of Bonds thereafter.
Also, we would expect to be reimbursed for our actual client costs advanced (expenses)
reasonably and necessarily incurred in connection with the authorization, issuance,and delivery of
such Bonds, i.e., travel,photocopies,courier,Form 8038-G filing and the Attorney General's filing
fee. A list of our current costs for expenses is enclosed.
The foregoing legal 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, and this is to state that our engagement is not that broad. We will,
however,provide assistance to the Authority in identifying what the Authority's responsibility is in
meeting its continuing disclosure responsibilities.
Your financial advisor will be responsible for the preparation of an Official Statement or any
other disclosure document with respect to the Bonds. While we are not responsible for performing
an independent investigation to determine the accuracy, completeness or sufficiency of any such
document, our responsibility will include the preparation or review of any description within the
Official Statement of. (i) federal law pertinent to the validity of the Bonds and the tax treatment of
interest paid on the Bonds, (ii) the terms of the Bonds, and (iii) our opinion.
Our fees and expenses in connection with the issuance of the Bonds will be payable at the
time of the delivery of and payment for the Bonds, but our fees for these services are wholly
contingent upon actual issuance of the Bonds. Should the Bonds not be issued,the Authority would
be responsible only for payment of the costs of any newspaper publications or translation services
incurred.
If the arrangement proposed is satisfactory, please indicate the Authority's acceptance by
signing the acceptance clause below and return one copy of this letter to me.
00817789,1
Mr. Tom Gallier
Brushy Creek Regional Utility Authority
January 31, 2017 Page 3
The fees discussed do not apply in litigation work in reference to the Bonds. All fees in
respect to litigation shall be agreed upon separately between the Authority and our firm.
Respectfully submitted,
BICKERSTAFF HEATH DELGADo ACOSTA LLP
David Mdndez
ACCEPTED this the. day of , 2017:
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
By:
Name:
Title:
00817788,1
Client Costs Advanced
Bickerstaff Heath Delgado Acosta LLP
The firm incurs expenses on behalf of clients only when required by the legal needs of the clients. Some cases
or matters require extensive use of outside copy facilities, and other cases may not be so paper-intensive.
Standard services handled within the firm are not charged, and client specific expenses are billed to the client
needing those services. An explanation of the billing structure is as follows:
Not Charged: Secretarial and word processing time,routine postage,file setup,file storage,Iocal or
ordinary long distance charges, fax charges, and computerized legal research data charges.
Delivery Services: Outside delivery services are used for pickup and delivery of documents to the
client as well as to courts, agencies, and opposing parties. Outside delivery fees are charged to the
client at the rate charged to the firm. Overnight delivery services are also charged at the rate charged
to the firm. Firm Office Services Department personnel may provide delivery service in urgent
situations and charges for such in-house service will not exceed the charge that would be made by an
outside service in a similar situation.
Postage: Our postal equipment calculates exact U.S. postage for all sizes and weights of posted
material. The rate charged for postage is the same as the amount affixed to the material that is
mailed. We will not charge clients for postage on routine correspondence; however, the cost of
large-volume mail, certified mail, or other additional mail services will be charged to the client.
Conies and Prints: Our standard rate for black and white copies and prints made by firm personnel is
$0.15 per page. Color copies and prints are charged at a standard rate of$0.55 per page. These
charges cover paper, equipment costs, and other supplies. If savings can be realized within the
required time frame by sending copy jobs to subcontractors, the firm uses only qualified legal
services copiers and the cost charged to the client is the same as the amount billed to the firm.
Phone Charges: Only charges for conference calls or international calls are charged,and charges are
billed at the same amount billed to the firm by the outside provider.
Travel: Attorney and other timekeeper time spent traveling on behalf of a client is billed to the
client. Hotel, meals, local transportation, and similar expenses are charged based on receipts and
travel expense forms submitted by the attorney. Documentation is available to the client if
requested.
Mans: Maps produced in conjunction with a project will be billed at$50 for each 34 x 44 inch map
and $20 for each smaller map, plus cost(time fees) for preparation.
Other Expenses: Expenses incurred with outside providers in connection with the client's legal
services will be paid by the client directly to the outside provider unless specifically arranged in
advance. If the firm agrees to pay outside providers,the cost charged to the client is the same as the
amount billed to the firm. Examples of such charges include: court reporter fees, filing fees,
newspaper charges for publication notices, expert witness fees, consultants and other similar
expenses.
00817788,1
DATE: February 10, 2017
SUBJECT: BCRUA Board Meeting—February 15, 2017
ITEM: 8B. Consider a resolution authorizing the President to execute an Engagement
Letter with Bickerstaff Heath Delgado Acosta LLP for Bond Counsel Services.
PRESENTER: Tom Gallier,General Manager
BACKGROUND INFO:
In order for Bickerstaff Heath to serve as the official bond counsel on Leander's BCRUA bond refunding
and reissuance, it will be necessary for both the BCRUA Board of Directors, and the Leander City Council
to take formal action.
As mentioned in the previous agenda item, all costs for these legal support services will be the ultimate
responsibility of the City of Leander, and will be rolled into the overall bond issuance costs that will be
part of the replacement bond issue...as is the usual process on bond refunding.
Representatives of the City of Leander,and Bickerstaff Heath will be present and available to answer any
specific questions the Board may have.
Staff recommends approval of this resolution.
THE FOLLOWING PAGES CONSIST OF THE
FINAL ADOPTED DOCUMENT
116 Bickerstaff
rb Heath Delgado Acosta LLP
February 15. 20I7
Brushy Creek Regional Utility Authority. Inc.
221 East Main Street
Round Rock. Texas 78664
Attention: Tom GalIier. General Manager
RE: Bond Counsel Agreement — City of Leander. Texas Contract Revenue Refunding Bonds.
Series 2017 (Brushy Creek Regional Water Treatment and Distribution Project)
Dear Mr. Galiier:
This letter is submitted to state our fees and describe our legal services in performing the
duties of bond counsel for the Brushy Creek Regional Utility Authority, Inc. (the"Authority")with
reference to the issuance of the City of Leander's proposed refunding bonds or other financing(the
"Bonds").
Generally, we will perform all usual and necessary legal services as bond counsel in
connection with the authorization, issuance,and delivery of the Bonds. Specifically,we will prepare
and direct the legal proceedings and perform the other necessary legal services with reference to the
authorization, issuance, and delivery of the Bonds, including the following:
1. Prepare all resolutions, orders, notices and other instruments pursuant to which the
Bonds will be authorized, issued, delivered and secured, including election
proceedings, if necessary, in cooperation and upon consultation with the Board of
Directors(the"Board"),their consultants,and other legal and financial advisors and
consultants of the Authority.
2. If an election is required, prepare documents for calling bond election.
3. Attend meetings of the Board with reference to the authorization and issuance of the
Bonds to the extent required or requested.
4. Cooperate with the Board and all other interested parties in the sale of the Bonds to
the purchasers.
5. Submit bond transcript to the Attorney General for approval.
6. Supervise the execution of the Bonds and the delivery thereof to the purchasers.
3711 S.MoPac Expressway,Building One,Suite 300,Austin,TX 78746 1 Phone:512-472-8021 1 Fax,.512-320-5638 1 www,bickerstaff.corn
Austin EI Paso Houston Rio Grande Valley
Mr. Tom Gallier
Brushy Creek Regional Utility Authority
February 15. 2017 Page 2
7_ Prepare documents for closings, provide instructions and advice for closings, and
attend closings.
8. When the Bonds are issued,we will give our approving opinion covering the validity
of the Bonds and the exemption of interest from federal income taxes, it being
understood that the approving opinion will be fully acceptable nationally in regular
commercial investment banking bond marketing channels.
The fee covering the legal services of this Firm. as bond counsel, for the issuance of the
Bonds, is as follows:
Refundine
$11.000 for the first million dollars of Bonds;
$1.00 per$1,000 of Bonds thereafter.
Also, we would expect to be reimbursed for our actual client costs advanced (expenses)
reasonably and necessarily incurred in connection with the authorization, issuance,and delivery of
such Bonds. i.e., travel, photocopies,courier, Form 8038-G filing and the Attorney General's tiling
fee. A list of our current costs for expenses is enclosed.
The foregoing legal 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, and this is to state that our engagement is not that broad. We will.
however, provide assistance to the Authority in identifying what the Authority's responsibility is in
meeting its continuing disclosure responsibilities.
Your financial advisor will be responsible for the preparation of an Official Statement orany
other disclosure document with respect to the Bonds. While we are not responsible for performing
an independent investigation to determine the accuracy, completeness or sufficiency of any such
document, our responsibility will include the preparation or review of any description within the
Official Statement of. (i) federal law pertinent to the validity of the Bonds and the tax treatment of
interest paid on the Bonds, (ii) the terms of the Bonds, and (iii) our opinion.
Our fees and expenses in connection with the issuance of the Bonds will be payable at the
time of the delivery of and payment for the Bonds, but our fees for these services are wholly
contingent upon actual issuance of the Bonds. Should the Bonds not be issued,the Authority would
be responsible only for payment of the costs of any newspaper publications or translation services
incurred.
If the arrangement proposed is satisfactory, please indicate the Authority's acceptance by
signing the acceptance clause below and return one copy of this letter to me.
00817788,1
Mr. Torn Gallier
Brushy Creek Regional Utility Authority
February 15, 2017 page 3
The fees discussed do not apply in litigation work in reference to the Bonds. All fees in
respect to litigation shall be agreed upon separately between the Authority and our firm.
Respectfully submitted,
BICKERSTArr Hr-An DELGADo AcoSTA LLP
'-0 4 rA
David Mendez
ACCEPTED this the{ day of 2017:
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
J`
By:
Name: dv�"� X
Title: res I GSC k`(
00817788,1
Client Costs Advanced
Bickerstaff Heath Delgado Acosta LLP
'File firm incurs expenses on behalf of clients only when required by the legal needs ofthe clients. Some cases
or matters require extensive use of Outside copy facilities, and other cases may not be so paper-intensive.
Standard services handled within the firm are not charged, and client specific expenses are billed to the client
needing those services. An explanation of the billing structure is as follows:
Not Charged: Secretarial and word processing time,routine postage, file setup, file storage. local or
ordinary long distance charges, fax charges, and computerized legal research data charges.
Delivery Services: Outside delivery services are used for pickup and delivery of documents to the
client as well as to courts,agencies. and opposing parties. Outside delivery fees are charged to the
client at the rate charged to the firm. Overnight delivery services are also charged at the rate charged
to the firm. Firm Office Services Department personnel may provide delivery service in urgent
situations and charges for such in-house service will not exceed the charge that would be made by an
outside service in a similar situation.
Postage: Our postal equipment calculates exact U.S. postage for all sizes and weights of posted
material. The rate charged for postage is the same as the amount affixed to the material that is
mailed. We will not charge clients for postage on routine correspondence; however, the cost of
large-volume mail, certified mail, or other additional mail services will be charged to the client.
Copies and Prints: Our standard rate for black and white copies and prints made by firm personnel is
$0.15 per page. Color copies and prints are charged at a standard rate of$0.55 per page. These
charges cover paper, equipment costs, and other supplies. If savings can be realized within the
required time frame by sending copy jobs to subcontractors, the firm uses only qualified legal
services copiers and the cost charged to the client is the same as the amount billed to the firm.
Phone Charges: Only charges for conference calls or international calls are charged,and charges are
billed at the sante amount billed to the firm by the outside provider.
Travel: Attorney and other timekeeper time spent traveling on behalf of a client is billed to the
client. Hotel, meals, local transportation, and similar expenses are charged based on receipts and
travel expense forms submitted by the attorney. Documentation is available to the client if
requested.
Maps: Maps produced in conjunction with a project will be billed at$50 for each 34 x 44 inch map
and $20 for each smaller map, plus cost (time fees) for preparation.
Other Expenses: Expenses incurred with outside providers in connection with the client's legal
services will be paid by the client directly to the outside provider unless specifically arranged in
advance. If the firm agrees to pay outside providers, the cost charged to the client is the same as the
amount billed to the firm. Examples of such charges include: court reporter fees, filing fees,
newspaper charges for publication notices, expert witness fees, consultants and other similar
expenses.
008177118,1